TCR_Public/140714.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, July 14, 2014, Vol. 18, No. 194

                            Headlines

148 WEST: Approved to Sell New York Property to FEISS LLC
148 WEST: Court Confirms Liquidating Plan
30DC INC: Releases MagCast Version 6
A S TOURS: Voluntary Chapter 11 Case Summary
ALLEN BIRD: 8th Cir. Says Debt Owed to Shaffer Not Dischargeable

ALION SCIENCE: 90% of Unsecured Notes Validly Tendered
ALPHA NATURAL: Bank Debt Trades at 4% Off
AMERICAN APPAREL: Inks Deal to Reconstitute Board
AMERICAN MEDIA: Susan Tolson Quits as Director
AMFIN FINANCIAL: 6th Cir. Remands $170MM Tax Refund Dispute

API TECHNOLOGIES: Posts Fiscal Second Quarter Revenue of $53.2MM
ARCHDIOCESE OF MILWAUKEE: Plan Confirmation Hearing Canceled
ASP EMERALD: Moody's Assigns B2 Corp. Family Rating; Outlook Neg.
AUGUSTINE PENA: 9th Cir. Affirms Chapter 7 Conversion
BIONEUTRAL GROUP: Incurs $830K Net Loss in April 30 Quarter

BOLDFACE GROUP: Has $4.75-Mil. Net Loss in Q1 Ended March 31
BOOMERANG SYSTEMS: Launches Exchange Offer of Common Shares
BOREAL WATER: Incurs $225,000 Net Loss in First Quarter
BORETS INTERNATIONAL: Moody's Changes B1 CFR Outlook to Positive
BROOKSTONE HOLDINGS: Has Until Oct. 30 to Decide on Leases

BROOKSTONE HOLDINGS: Court Confirms Second Modified Joint Plan
BUCKCHAR LLC: Foreclosure Sale Set for July 22
BRUCE COPELAND: Cal. Appeals Court Upholds Ruling for BofA
C & S JANITORIAL: Voluntary Chapter 11 Case Summary
CAESARS ENTERTAINMENT: Bank Debt Trades at 6% Off

CAPFA CAPITAL: Moody's Ups Series 2000F Rev. Bonds Rating to Caa2
CARIBBEAN PETROLEUM: Zeevis' Bid to Enforce Plan Release Rejected
CHINA PRECISION: Common Stock Delisted From NASDAQ
CHOCTAW RESORT: Moody's Raises Corporate Family Rating to B3
CLEAREDGE POWER: Taps Davis Polk to Handle Corporate Matters

CLEAREDGE POWER: Proposes Key Employee Incentive Program
COLDWATER CREEK: Settles Payment Plan Dispute with Creditors Group
COMMONWEALTH REIT: Moody's Confirms Ba1 Preferred Stock Rating
CRUMBS BAKE SHOP: Investor Group Says Co. to Seek Sale in Ch. 11
DAVE & BUSTER: Moody's Hikes Corp. Family Rating to 'B2'

DAYBREAK OIL: Incurs $257,000 Net Loss in May 31 Quarter
DETROIT, MI: City Entitled to Casinos Revenues, Judge Rules
DEWEY & LEBOEUF: NY Prosecutor Asks Judge to Halt Civil Suit
DIGITAL CONSULTING: 1st Cir. Rules in Schussel Tax Appeal
DIOCESE OF GALLUP: Creditors May Probe Corpus Christi Diocese

DMW MARINE: Court Narrows Trustee's Suit v. Weidner et al.
DUPONT FABROS: S&P Revises Outlook to Stable & Affirms 'BB-' CCR
DUTCH GOLD: Unit Buys '524 Patent From Tetra Micro
EDRA BLIXSETH: Court Okays Disbursement of Funds
ELBIT IMAGING: Annual Shareholders' Meeting Set on August 14

ELBIT IMAGING: Dutch Court OKs Debt Restructuring Plan of Unit
EMERALD PERFORMANCE: S&P Affirms 'B' CCR; Outlook Stable
ENDEAVOUR INTERNATIONAL: BlackRock Lowers Stake to 3.4%
EPAZZ INC: IBC Funds Reports 9.9% Equity Stake
EPAZZ INC: IBC Funds No Longer a Shareholder

ESSAR STEEL: Moody's Lowers Corporate Family Rating to Ca
EL POLLO LOCO: 1st Lien Debt Amendment No Impact on Moody's CFR
FINJAN HOLDINGS: Daniel Chinn Named Executive Chairman
FIRED UP: Encourages Committee to Work with Other Parties
FIRED UP: Has Until Oct. 23 to Decide on Real Property Leases

FIRED UP: Taxing Authorities Want to Intervene in Stay Motion
FIRED UP: To Make Adequate Protection Payment to Independent Bank
FISKER AUTOMOTIVE: Seeks to Pay $750,000 Success Fee to CRO
FORCE FUELS: KCG Americas Lowers Equity Stake to Less Than 1%
FULLCIRCLE REGISTRY: Inks $1.5MM Investment Agreement with Kodiak

FUSION TELECOMMUNICATIONS: Amends 8.4MM Shares Resale Prospectus
GEMINI HDPE: Moody's Assigns Ba2 Rating on $420MM Term Loan
GENERAL MOTORS: Faces Fresh Congressional Grilling
GENERAL CABLE: To Cut 1,000 Jobs in Restructuring
GLOBAL BUILDING: Faces Southcoast Community Bank Foreclosure Suit

GLOBAL GEOPHYSICAL: Lists $335-Mil. in Assets, $728-Mil. in Debts
GUAM WATERWORKS: Fitch Rates $84.5MM Revenue Bonds 'BB'
HEARTLAND MEMORIAL: DLA Piper Must Face Avoidance Suit
HELP AT HOME: Case Summary & Largest Unsecured Creditors
HEMISPHERE MEDIA: Loan Upsizing No Impact on Moody's B2 CFR

HEMISPHERE MEDIA: S&P Affirms 'B' CCR; Outlook Stable
HYPERION FOUNDATION: Miss. Court Rules in Qui Tam Action
INTERSTATE BAKERIES: Liquidity Solutions' Suit Proceeds
LABORATORY PARTNERS: Ch. 11 Plan Confirmed
LEHMAN BROTHERS: Has Approval to Allocate $1BB to Brokerage Estate

LEHMAN BROTHERS: Wins Nod to Set Aside Reserves for Secured Claims
LEHMAN BROTHERS: LBI to Set Aside $3-Bil. for Unsecured Claims
LEHMAN BROTHERS: Newport Appeals Disallowance of Claims
LIGHTSQUARED INC: Harbinger Sues the U.S. Government
LOCATION BASED TECH: Incurs $1.5-Mil. Net Loss in May 31 Quarter

MARKERS COMPANIES: Case Summary & Largest Unsecured Creditors
MATTESON HOLDING: Case Summary & 10 Largest Unsecured Creditors
MCS AMS SUB-HOLDINGS: Moody's Lowers Corp. Family Rating to B3
MEDICURE INC: To Issue 205,867 Common Shares for Debt
METRO AFFILIATES: Wayzata Stipulation Resolves Wind-Down Matters

MOBIVITY HOLDINGS: Amends 23.5MM Shares Resale Prospectus
MORTGAGE LENDERS: N.J. Court Rules in Sales Reps' Lawsuit
MMRGLOBAL INC: Unit Inks License Agreement with Claydata
MT. GOX: Bitcoin Joint Venture to Bid for Assets
NATURAL MOLECULAR: Approved to Finance Liability Insurance Policy

NATURAL MOLECULAR: Explore Consulting Added as Committee Member
NATURAL MOLECULAR: Court Denied Motion to Remove Committee Members
NATURAL MOLECULAR: MedTech Approved to Collect Past Due Accounts
NEWLEAD HOLDINGS: Says Ironridge's Actions Damaging to Holders
NGL ENERGY: TransMontaigne Deal No Impact on Fitch IDR

NII HOLDINGS: BlackRock Lowers Equity Stake to 2.7%
NII HOLDINGS: FMR LLC Stake Down to Less Than 1%
OHI INTERMEDIATE: S&P Lowers CCR to 'B', Removed From CreditWatch
OSMOSE HOLDINGS: Moody's Affirms 'B2' Corp. Family Rating
PACIFIC THOMAS: Court Rules in Trustee Suit v. Trading Ventures

PANACHE BEVERAGE: Receives Demand Notice From Natwest
PATRICK HANNON: IRS Bid for Disbursement of Proceeds Denied
PHI GROUP: Amends Fiscal 2012 Annual Report
PINNACLE HOLDCO: S&P Retains 'B' CCR Following $40MM Debt Add-On
POWER BALANCE: Confirmed Plan to Resolve Class Action Claims

PRECISION OPTICS: Richard Forkey Quits as Director
PRECISION OPTICS: Hershey Management Holds 18.9% Equity Stake
PRETTY GIRL: Seeks to Use JP Morgan's Cash Collateral
PRETTY GIRL: Seeks Extension of Schedules Filing Date
QTS REALTY: Moody's Assigns B2 Corporate Family Rating

QTS REALTY: S&P Assigns B+ CCR & Gives B+ Unsecured Debt Rating
QUALITY DISTRIBUTION: FMR LLC Reports 3.2% Equity Stake
RADIOSHACK CORP: BlackRock's Equity Stake Down to 2.3%
RADNOR HOLDINGS: Tennenbaum Wins Protective Order v. Discovery
RANCHER ENERGY: B F Borgers CPA PC Raises Going Concern Doubt

RATCLIFFE HOLDINGS: Voluntary Chapter 11 Case Summary
RIVER CITY RESORT: May File Cross-Claim in Suit v. Wingfield
RUE21 INC: Bank Debt Trades at 13.4% Off
SIFCO SA: Hearing on Brazilian Proceeding Adjourned to Sept. 23
SOLAR POWER: Unit Inks Cooperation Agreement with Fenyi County

SOUTHCROSS ENERGY: Moody's Rates $450MM Senior Secured Loan 'B1'
SOUTHCROSS ENERGY: S&P Assigns 'B' CCR & Rates $450MM Facility 'B'
SOUTHCROSS HOLDINGS: S&P Assigns 'B-' Corporate Credit Rating
SRKO FAMILY: JSGE Loan Agreement Maturity Extended Until Oct. 15
STELLAR BIOTECHNOLOGIES: Posts $1.8MM Net Income in May 31 Qtr.

STELLAR BIOTECHNOLOGIES: Swings to $1.8-Mil. Net Income in Q3
SUPER BUY FURNITURE: Can Employ Louis Carrasquillo as Consultant
SUPER BUY FURNITURE: Luis Biaggi Employment Has Court Approval
TACTICAL INTERMEDIATE: Files Liquidating Plan
TACTICAL INTERMEDIATE: Wants July 31 Auction for Footwear Assets

THERAPEUTICSMD INC: FMR LLC Holds 11.5% Equity Stake
THOMPSON CREEK: Reports Production Results for Second Quarter
TRADE SECRET: Buyer Loses Appeal Over Houston BW Ruling
TRUMP ENTERTAINMENT: Confirms Sept. 16 Closure of Trump Plaza
TRW AUTOMOTIVE: Non-binding Proposal No Impact on Moody's Ba1 CFR

UNIFRAX I: Moody's Affirms B2 Corp. Family Rating; Outlook Neg.
UNIFRAX I: S&P Affirms 'B+' Rating on 1st Lien Debt
UNIVERSAL BIOENERGY: Metwood Owns Majority of Outstanding Shares
UNIVERSAL HEALTH: Settlement on Appointment Motion Approved
VAIL LAKE: Lee & Associates Approved as Real Estate Broker

WALTER ENERGY: Obtains Add'l $61.2MM Revolving Credit Facility
WALTER ENERGY: Bank Debt Trades at 4.05% Off
WARTBURG COLLEGE: Fitch Rates Revenue Bonds Series 2014 'BB'
WEX INC: Moody's Affirms Ba3 Corp. Family Rating & Debt Rating
WILLBROS GROUP: Moody's Changes B3 Rating Outlook to Positive

YRC WORLDWIDE: William Davidson Appointed as Director

* Elite Law Firms Dominate as Deals Proliferate

* BOND PRICING: For Week From July 7 to 11, 2014


                             *********


148 WEST: Approved to Sell New York Property to FEISS LLC
---------------------------------------------------------
The Bankruptcy Court approved 148 West 142 Street Corp.'s contract
to sell a real property located and known as 148-158 West 142nd
Street, New York City, to JERY G FEISS, LLC.  The Court also
authorized the payment of secured creditors' allowed claims at
closing.

The Debtor is also authorized to satisfy at the closing from the
proceeds of the sale (i) the outstanding first mortgage to Chase
Bank; (ii) the lien held by the City of New York, Department of
Finance; (iii) the settlement payment to SBC 2010-1, LLC, and any
outstanding real estate taxes and all title and title related
charges at the closing.

                  About 148 West 142 Street Corp.

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

The Debtor disclosed $11,122,411 in assets and $11,275,822 in
liabilities as of the Chapter 11 filing.

No Committee of Unsecured Creditors has been appointed.


148 WEST: Court Confirms Liquidating Plan
-----------------------------------------
The Bankruptcy Court for the Southern District of New York entered
an order approving, on a final basis, the disclosure statement and
confirming 148 West 142 Street Corp.'s Chapter 11 Liquidating Plan
dated May 13, 2014.

The Court also designated Alter & Brescia LLP as disbursing agent
in accordance with the Plan.

On May 13, the Court conditionally approved the Disclosure
Statement.

The Plan provides for the sale of the Debtor's property, and no
stamp tax or similar tax will be imposed by the State of New York
or by the City of New York in connection with the sale.

Pursuant to the Plan and order approving the sale of the property
to JERY G FEISS, LLC, the Debtor is authorized to sell, transfer,
convey, or assign to JERY G all of its rights, title and interest
in the property.

The receiver of the Debtor, Guy T. Parisi, Esq., and any
professional employed by receiver are deemed terminated pursuant
to Section 543 of the Bankruptcy Code, effective upon the Plan's
Effective Date.  No real estate broker fees are to be paid in
connection with the sale of the Debtor's property, as a real
estate broker has not been retained by the Debtor in the case or
by the purchaser.  However, if the Court later determines that
Massey Knakal is entitled to any compensation in connection with
the sale of the property, the amount will be paid by the Debtor.

                  About 148 West 142 Street Corp.

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

The Debtor disclosed $11,122,411 in assets and $11,275,822 in
liabilities as of the Chapter 11 filing.

No Committee of Unsecured Creditors has been appointed.


30DC INC: Releases MagCast Version 6
------------------------------------
30DC, Inc., announced the release of version 6 of the MAGCAST
Digital Publishing Platform, the first version of MagCast enabling
"in the moment" purchasing of digital downloadable products and
available on both iOS and Android.  MagCast publishers using
version 6 are now able to sell downloadable products to app users
immersed in a reading experience with one click using Apple and
Google's massive reservoir of customers with payment details on
file (dynamic in-app purchasing).

MagCast is a complete business system that enables users to make
money selling content on mobile devices.  The platform facilitates
the creation and delivery of content in digital magazine format
and contains unique marketing  features to optimize  downloads and
subscriptions.  Since the platform launched in mid-June 2012, over
1,200 digital magazines have successfully  published using
MagCast, accounting for approximately 10% of Newsstand apps
globally.  There are more than 10 million customers for these
apps, seven million of them during the past twelve months.

Here are some of the important new features in MagCast 6:

     * Dynamic in-app purchasing

     * Expansion to the Android platform

     * Native Facebook, Twitter and Google Plus sharing

     * Email sharing

     * Deep links that permit publishers to send push
       notifications to specific pages

     * Survey funnel that allows creation of surveys; answers
       are displayed in the survey marketing tools section

     * Bonus code time periods

     * Facebook app event tracking that facilitates building
       custom audiences

The Company announced on June 23, 2014, the completion of beta
testing of MagCast for Android.  It is now available as an add-on
purchase along with a MagCast IOS publishing license.  This
development enables MagCast publishers to distribute content on
Google Play as well as Apple Newsstand, significantly expanding
their reach; there are 1 billion activated Android devices
compared to 800 million Apple IOS devices (iPad, iPhone and iPod
Touch).

                           About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

The Company reported a net loss of $407,642 on $1.97 million of
total revenue for the year ended June 30, 2013, as compared with
net income of $32,207 on $2.91 million of total revenue during the
prior fiscal year.

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended June 30,
2013.  The independent auditors noted that the Company has a
working capital deficit and stockholders' deficiency as of
June 30, 2012.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


A S TOURS: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: A.S. Tours, Inc.
           dba A.S. Midway Trailways
        3834 Lewin Avenue
        Baltimore, MD 21215

Case No.: 14-20915

Chapter 11 Petition Date: July 10, 2014

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Hon. Nancy V. Alquist

Debtor's Counsel: Aryeh E. Stein, Esq.
                  MERIDIAN LAW, LLC
                  600 Reisterstown Road, Suite 700
                  Baltimore, MD 21208
                  Tel: (443) 326-6011
                  Email: astein@meridianlawfirm.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Albert A. Spence, president.

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


ALLEN BIRD: 8th Cir. Says Debt Owed to Shaffer Not Dischargeable
----------------------------------------------------------------
Allen W. Bird, II appeals a January 7, 2014 judgment of the
bankruptcy court determining the debt he owes to Larry Shaffer is
nondischargeable.  The United States Court of Appeals for the
Eighth Circuit affirmed in a July 8, 2014 decision available at
http://is.gd/GfmLUCfrom Leagle.com.

In August 1986, Bird was appointed trustee in three related
corporate chapter 11 bankruptcy cases in the Western District of
Arkansas, which were subsequently consolidated for purposes of
administration. Bird served as the trustee of the consolidated
case -- In re NWFX, Inc., Bankr. No. 86-15148 -- for almost 13
years.

When Bird filed his final report and account and application for
final decree in NWFX, Shaffer, the equity security holder of the
three corporate debtors, challenged Bird's handling of the case.
The NWFX court found Bird had breached his fiduciary duty to the
bankruptcy estate in a number of ways and further found Bird had
committed fraud on the bankruptcy estate and the court.  As a
consequence of Bird's fraud, the NWFX court ordered Bird to repay
$199,979.26 to the bankruptcy estate for interim trustee fees he
had received from the bankruptcy estate.

In August 2003, the NWFX court entered judgment against Bird in
favor of the bankruptcy estate for $199,979.26 plus interest from
June 22, 2001.  The judgment was assigned to Shaffer, and in
September 2012, following an unsuccessful appeal to the Arkansas
Court of Appeals by Bird, Shaffer was allowed to register the
judgment as a foreign judgment in the Washington County (Arkansas)
Circuit Court.  That case was, Bird v. Shaffer, 2012 Ark.App. 464,
2012 WL 3854886 (Ark. App. 2012).

In November 2012, Bird filed his own petition for relief under
chapter 11 of the bankruptcy code in the Eastern District of
Arkansas.  Shaffer filed a complaint to determine the
dischargeability of the debt underlying the judgment.

On Shaffer's motion for summary judgment under 11 U.S.C. Sec.
523(a)(4),2 the bankruptcy court, relying in large part on the
findings in the NWFX decision, concluded the debt was
nondischargeable and entered a judgment to that effect.  Bird
appealed.

The appellate case is, Larry Shaffer, Plaintiff-Appellee, v.
Allen W. Bird, II, Defendant-Appellant, No. 14-6003 (8th Cir.).


ALION SCIENCE: 90% of Unsecured Notes Validly Tendered
------------------------------------------------------
Alion Science and Technology Corporation announced updated results
in connection with its exchange offer, consent solicitation and
unit offering relating to its 10.25% Senior Notes due 2015 and the
further extension of the Early Tender Date and the Expiration
Date.  The transactions are part of a transaction in which the
Company is seeking to refinance its existing indebtedness.

As of 5:00 p.m. on July 9, 2014, according to Global Bondholder
Services Corporation, the Information and Exchange Agent,
approximately $213,147,000, or 90.70%, of the aggregate principal
amount of outstanding Unsecured Notes had been validly tendered
for exchange and not withdrawn in the exchange offer and consent
solicitation pursuant to the following options in the exchange
offer:

The Company has extended the Early Tender Date from 5:00 p.m., New
York City time on July 9, 2014, to 5:00 p.m., New York City time,
on July 18, 2014.  The Company has also extended the Expiration
Date of the exchange offer and consent solicitation from 9:00
a.m., New York City time, on July 14, 2014 to 9:00 a.m., New York
City time, on July 24, 2014.

The Company has extended the expiration date of the unit offering
to 5:00 p.m., New York City time, on July 18, 2014.  As of 5:00
p.m. on July 9, 2014, according to Global Bondholder Services
Corporation, holders of Unsecured Notes have elected to purchase
approximately 93 units in the unit offering for an aggregate
purchase price of approximately $55,800.  The election to purchase
units in the unit offering cannot be revoked, except as required
by law.

For each $1,000 principal amount of Unsecured Notes accepted for
exchange in the exchange offer that are validly tendered (and not
validly withdrawn) at or prior to 5:00 p.m., New York City time,
on July 18, 2014, holders will receive an additional $15.00 in
cash.  Holders who tender after 5:00 p.m., New York City time, on
July 18, 2014, but prior to the Expiration Date, will not be
entitled to receive the Early Tender Payment.

As of 5:00 p.m. on May 28, 2014, holders were no longer entitled
to withdraw tendered Unsecured Notes, except as required by law.
Further, since the second supplemental indenture has been entered
into, holders may not revoke the related consents, except as
required by law.

The Company continues to take all actions necessary to complete
the exchange offer, consent solicitation and unit offering and
related transactions.  The completion of the Transactions is
subject to the conditions described in the prospectus, including
the satisfaction or waiver by the Company of the minimum tender
condition, which requires that 95% of the outstanding aggregate
principal amount of Unsecured Notes be validly tendered (and not
validly withdrawn) in the exchange offer.  Subject to applicable
law and certain of the Company's contractual agreements, the
Company may waive certain conditions applicable to the
Transactions, including the minimum tender condition, and may
extend, terminate or amend the Transactions, without reinstituting
the Withdrawal Deadline or extending the Expiration Date, except
as required by law.

Goldman, Sachs & Co. has been retained to act as the dealer
manager and solicitation agent in connection with the exchange
offer and consent solicitation.  The information and exchange
agent for the Transactions is Global Bondholder Services
Corporation.

                         About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

Alion Science has been reporting losses for four consecutive years
from Sept. 30, 2010, to Sept. 30, 2013.  In 2013, Alion Science
incurred a net loss of $36.59 million.

Deloitte & Touche LLP, in McLean, Virginia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2013.  The independent auditors noted
that the Company does not expect to be able to repay its existing
debt at their scheduled maturities.  The Company's financing
needs, its recurring net losses, and its excess of liabilities
over assets raise substantial doubt about its ability to continue
as a going concern, the auditors stated.

As of March 31, 2014, the Company had $610.99 million in total
assets, $816.34 million in total liabilities, $61.03 million in
redeemable common stock, $20.78 million in common stock warrants,
$130,000 in accumulated other comprehensive loss and a $287.29
million accumulated deficit.

                         Bankruptcy Warning

"The Company's high debt levels, of which $332.5 million matures
on November 1, 2014 and Alion's recurring losses will likely make
it more difficult for Alion to raise capital on favorable terms
and could hinder its operations.  Further, default under the
Unsecured Note Indenture or the Secured Note Indenture could allow
lenders to declare all amounts outstanding under the Wells Fargo
Agreement, the Secured Notes and the Unsecured Notes to be
immediately due and payable.  Any event of default could have a
material adverse effect on our business, financial condition and
operating results if creditors were to exercise their rights,
including proceeding against substantially all of our assets that
secure the Wells Fargo Agreement and the Secured Notes, and will
likely require us to invoke insolvency proceedings including, but
not limited to, a voluntary case under the U.S. Bankruptcy Code,"
the Company said in the Quarterly Report for the period ended
March 31, 2014.

                           *     *     *

As reported by the TCR on March 10, 2014, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
McLean, Va.-based Alion Science and Technology Corp. to 'CC' from
'CCC+'.  "The ratings downgrade reflects a capital structure that
matures within 12 months, a currently 'weak' liquidity assessment,
which we revised from 'less than adequate', and our expectation
that we would classify an exchange offer or similar restructuring
undertaken by Alion as distressed," said Standard & Poor's credit
analyst Martha Toll-Reed.

In the May 23, 2014, edition of the TCR, Moody's Investors Service
affirmed, among other things, Alion Science & Technology
Corporation's ratings including the Caa2 Corporate Family Rating.
The affirmation of Alion's Caa2 corporate family rating reflects
the company's continued high leverage and weak interest coverage
metrics that are not anticipated to improve meaningfully in the
near-term, Moody's said.


ALPHA NATURAL: Bank Debt Trades at 4% Off
-----------------------------------------
Participations in a syndicated loan under which Alpha Natural
Resources is a borrower traded in the secondary market at 96.38
cents-on-the-dollar during the week ended Friday, July 11, 2014,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an decrease
of 0.08 percentage points from the previous week, The Journal
relates.  Alpha Natural Resources pays 275 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
May 31, 2020, and carries Moody's Ba2 rating and Standard & Poor's
BB- rating.  The loan is one of the biggest gainers and losers
among 205 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


AMERICAN APPAREL: Inks Deal to Reconstitute Board
-------------------------------------------------
Standard General L.P., Standard General Master Fund L.P. and
Standard General Ltd. entered into a Nomination, Standstill and
Support Agreement with American Apparel and Dov Charney.  The
Support Agreement relates to, among other things, the composition
of the Company's Board of Directors, the provision by SG of
financial support to the Company in an aggregate amount up to $25
million, and the creation of a special committee of the Board to
oversee the continuing investigation into alleged misconduct by
Dov Charney.

The Standard General Parties and Mr. Charney also agreed to
certain standstill and voting limitations and SG affirmed its
commitment to the Company's core values, including the Company's
sweatshop-free, "Made in the USA" manufacturing philosophy and
maintaining the Company's manufacturing headquarters in Los
Angeles, California.

The Support Agreement provides that five of the seven current
members of the Board will resign.  Allan Mayer and David Danziger
will remain as independent directors and co-Chairman of the Board.
Immediately after those resignations, Messrs. Mayer and Danziger
will appoint the following individuals to fill the vacancies on
the Board: one individual designated by SG to the Company to serve
as a Class A director of the Company, two other individuals
designated by SG to the Company to serve as Class B directors
of the Company and two other individuals mutually agreed
between SG and the Company to serve as Class C directors of the
Company.

Mr. Charney agrees not to interfere with or attempt to influence
the outcome of the Investigation, or access the Company's computer
systems.  Until the Committee makes its final determination, Mr.
Charney will be entitled to receive his base salary as a
consultant to the Company and will have no supervisory authority
over any employees of the Company.

Among other things, the Standard General Parties and Mr. Charney
agreed not to, until the completion of the 2015 Annual Meeting of
Stockholders, purchase or acquire any additional beneficial
ownership of shares of the Company's common stock, solicit proxies
or consents with respect to the Common Stock, form or join any
group with respect to the Common Stock, present any proposal at a
special meeting of stockholders or through action by written
consent, seek the removal of any director or propose any nominee
for election to the Board or grant any proxy or consent with
respect to other matters.  Furthermore, until the completion of
the 2015 Annual Meeting of Stockholders, the Standard General
Parties and Mr. Charney agreed not to effect or seek to effect any
extraordinary corporate transaction, business combination,
amendment to the Company's governance documents or certain other
activities.

As of July 9, 2014, Dov Charney beneficially owned 74,560,813
shares of common stock of American Apparel representing 42.98
percent of the shares outstanding.

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

                        http://is.gd/yAGE4R

                       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: Susan Tolson Quits as Director
----------------------------------------------
American Media, Inc., on July 7, 2014, received a written letter
of resignation from Susan Tolson stating that she resigned,
effective immediately, from her position on the Board of Directors
of the Company.  Ms. Tolson, who was appointed to the Board by the
Capital Group Stockholders, resigned to pursue other business
opportunities and not as a result of any dispute or disagreement
with the Company.

Due to Ms. Tolson's resignation from the Board, the Audit
Committee is now comprised of Philip Maslowe (Chairman), David
Licht and David Hughes.

                        About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a
prepackaged plan.  The Debtors emerged from Chapter 11
reorganization in December 2010, handing ownership to former
bondholders.  The new owners include hedge funds Avenue Capital
Group and Angelo Gordon & Co.

American Media incurred a net loss of $55.54 million on $348.52
million of total operating revenues for the fiscal year ended
March 31, 2013, as compared with net income of $22.29 million on
$386.61 million of total operating revenues for the fiscal year
ended March 31, 2012.

As of Dec. 31, 2013, the Company had $565.84 million in total
assets, $692.81 million in total liabilities, $3 million in
redeemable noncontrolling interest, and a $129.97 million total
stockholders' deficit.

                           *     *     *

As reported by the TCR on Nov. 20, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Boca Raton, Fla.-
based American Media Inc. to 'CCC+' from 'SD'.  "The upgrade
follows the company's exchange of $94.3 million of its $104.9
million 13.5% second-lien cash-pay notes due 2018 for privately
held $94.3 million 10% second-lien notes due 2018," said
Standard & Poor's credit analyst Hal Diamond.

On July 10, 2014, the TCR reported that Moody's Investors Service
has lowered American Media, Inc.'s Corporate Family Rating
(CFR) to Caa1 from B3.  The downgrade of American Media's CFR to
Caa1 reflects Moody's expectation for lower revenue and EBITDA
resulting in higher financial leverage.


AMFIN FINANCIAL: 6th Cir. Remands $170MM Tax Refund Dispute
-----------------------------------------------------------
The dispute between AmFin Financial Corporation, the parent of a
group of banks that included AmTrust Bank; and the Federal Deposit
Insurance Corp., over the ownership of a $170 million tax refund
generated by AmTrust's net losses is not over yet.  Last week, the
U.S. Court of Appeals for the Sixth Circuit reversed a district
court order that said the refund belongs to AFC's bankruptcy
estate.  The Sixth Circuit remanded the matter with instructions
that the district court consider extrinsic evidence concerning the
parties' intent in light of Ohio agency and trust law.

In 2006, AFC and its affiliates, including AmTrust, entered into a
tax-sharing agreement for the purpose of allocating tax liability.
In November 2009, AFC filed for Chapter 11 bankruptcy protection,
and, as part of that reorganization, the federal Office of Thrift
Supervision closed AmTrust and placed it into FDIC receivership.
AFC later filed a consolidated 2008 tax return on behalf of the
Affiliated Group showing a total net operating loss of $805
million, with AmTrust's losses accounting for $767 million of the
total.  After AFC took the position that any refund would belong
to its bankruptcy estate, the parties agreed by stipulation to
deposit refunds in a segregated account pending full adjudication
of the parties' respective ownership claims.  When the IRS issued
the Affiliated Group's $194,831,455 refund to AFC, it deposited
the refund as agreed.

The FDIC maintains that $170.4 million of that refund, plus
interest, belongs to AmTrust because that portion results solely
from offsetting AmTrust's 2008 net operating loss against its
income in prior years.

AFC concedes that AmTrust's tax situation generated the Refund.

The FDIC filed a complaint seeking a declaratory judgment that
AmTrust owns the Refund.  The FDIC later moved to amend its
complaint after uncovering new evidence regarding the parties'
intent as to the ownership of refunds.  The district court denied
this motion, granting AFC judgment on the pleadings instead.

Borrowing another court's analysis of a different TSA, the
district court reasoned that the TSA's use of terms such as
"reimbursement" and "payment" definitively established a debtor-
creditor relationship between AFC and its subsidiaries as to tax
refunds, thereby justifying the court's awarding the Refund to
AFC's bankruptcy estate.  Though the FDIC proffered extrinsic
evidence showing that the parties intended to create an agency or
trust relationship under Ohio law with respect to tax refunds, the
district court declined to consider that evidence and rejected the
FDIC's trust and agency arguments without further analysis.

The FDIC appealed.

"Because the TSA says nothing about the ownership of refunds and
we decline to apply federal common law, we agree with the FDIC's
alternative argument that the district court must look to the
evidence of the parties' intent unearthed during discovery.  The
FDIC contends that this evidence shows either a trust or agency
relationship with respect to tax refunds, such that the Refund
properly belongs to AmTrust.  AFC lodges a number of objections to
the consideration of this evidence. None has merit," the Sixth
Circuit said.

The appellate case is, FEDERAL DEPOSIT INSURANCE CORPORATION, as
Receiver of AmTrust Bank, Petitioner-Appellant, v. AMFIN FINANCIAL
CORPORATION; AMFIN REAL ESTATE INVESTMENTS, INC.; AMFIN INSURANCE
AGENCY, INC.; AMFIN INVESTMENTS, INC.; AMFIN PROPERTIES, INC.;
AMFIN MANAGEMENT, INC., Respondents-Appellees, No. 13-3669 (6th
Cir.).

Sixth Circuit Judge Deborah L. Cook delivered the opinion of the
court, in which Judge David McKeague joined and Judge Ronald Lee
Gilman joined except as to Part II.B of the Opinion.  Judge Gilman
delivered a separate concurring opinion.

A copy of the Sixth Circuit's July 8, 2014 Opinion, including
Judge Gilman's concurring Opinion, is available at
http://is.gd/OuDBvOfrom Leagle.com.

Joseph Brooks, Esq., represents the FDIC.

AmFin et al. are represented by:

     Pierre H. Bergeron, Esq.
     Lauren S. Kuley, Esq.
     SQUIRE SANDERS (US) LLP
     221 E. Fourth St., Suite 2900
     Cincinnati, OH 45202
     Tel: 513-361-1200
     E-mail: pierre.bergeron@squirepb.com
             lauren.kuley@squirepb.com

          - and -

     Philip M. Oliss, Esq.
     SQUIRE SANDERS (US) LLP
     4900 Key Tower
     127 Public Square
     Cleveland, OH 44114
     Tel: 216-479-8500
     E-mail: philip.oliss@squirepb.com

                     About AmTrust Financial

AmTrust Financial Corp. was the owner of the AmTrust Bank.
AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 09-21323) on Nov. 30, 2009.  The debtor
subsidiaries include AmFin Real Estate Investments, Inc., formerly
AmTrust Real Estate Investments, Inc. (Case No. 09-21328).

G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri
L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland,
Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey
(US) LLP, in Cincinnati, Ohio, served as counsel to the Debtors.
Kurtzman Carson Consultants served as claims and notice agent.
Attorneys at Hahn Loeser & Parks LLP serve as counsel to the
Official Committee of Unsecured Creditors.  AmTrust Management
estimated $100 million to $500 million in assets and debts in its
Chapter 11 petition.

AmTrust Bank was not part of the Chapter 11 filings.  On Dec. 4,
2009, AmTrust Bank was closed by regulators and the Federal
Deposit Insurance Corporation was named receiver.  New York
Community Bank, in Westbury, New York, assumed all of the deposits
of AmTrust Bank pursuant to a deal with the FDIC.

AmTrust, nka AmFin Financial Corp., obtained confirmation of its
Amended Joint Plan of Reorganization on Nov. 3, 2011.  The plan
was declared effective in December 2011.


API TECHNOLOGIES: Posts Fiscal Second Quarter Revenue of $53.2MM
----------------------------------------------------------------
API Technologies Corp. reported a net loss of $14.89 million on
$53.16 million of net revenue for the three months ended May 31,
2014, as compared with net income of $7.47 million on $64.22
million of net revenue for the same period last year.

For the six months ended May 31, 2014, the Company reported a net
loss of $17.10 million on $112.08 million of net revenue as
compared with a net loss of $6.95 million on $122.53 million of
net revenue for the same period a year ago.

The Company's balance sheet at May 31, 2014, showed $288.35
million in total assets, $174.44 million in total liabilities and
$113.91 million in total shareholders' equity.

"While our EMS business was weaker than expected in Q2, we enter
Q3 with a company-wide, fully funded $123.7 million backlog and
positive book-to-bill, highlighted by strong demand for our
Systems, Subsystems, and Components (SSC) segment products.  The
strength of our differentiated technology portfolio continues to
generate key customer design-ins that will drive shareholder
return in the quarters ahead," said Bel Lazar, president and chief
executive officer of API Technologies.

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

                         http://is.gd/vO7Iji

                       About API Technologies

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

For the 12 months ended Nov. 30, 2013, the Company incurred a net
loss of $7.22 million on $244.30 million of net revenue as
compared with a net loss of $148.70 million on $242.38 million of
net revenue for the 12 months ended Nov. 30, 2012.

                           *     *     *

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

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

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


ARCHDIOCESE OF MILWAUKEE: Plan Confirmation Hearing Canceled
------------------------------------------------------------
The Archdiocese of Milwaukee notified the Bankruptcy Court that
the confirmation hearing scheduled for Oct. 14-17, 2014, was
canceled, after consultation with counsel for the Official
Committee of Unsecured Creditors.

All of the other deadlines established in the scheduling order
regarding confirmation of plan had been canceled.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the Debtor was barred from having the bankruptcy
court approve its Chapter 11 plan at least until the U.S. Court of
Appeals in Chicago decides an appeal brought by sexual-abuse
victims regarding a $55 million cemetery trust, U.S. Bankruptcy
Judge Susan V. Kelley ruled on June 20.

According to the report, Judge Kelley said the bankruptcy court
lacks "subject matter jurisdiction" and thus is precluded from
deciding the key issue in the church's reorganization plan as a
consequence of the appeal.  The report related that Judge Kelley
said that the appeal took away jurisdiction because it's "patently
obvious" that the "plan impacts matters that are integral to the
appeal."

              About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.


ASP EMERALD: Moody's Assigns B2 Corp. Family Rating; Outlook Neg.
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) to ASP Emerald Holdings LLC (Emerald) and assigned B1 and
Caa1 ratings to the Emerald Performance Materials LLC's new first
and second lien credit facilities, respectively. The ratings
outlook is negative in light of the leveraged acquisition by
private equity firm American Securities from current sponsor Sun
Capital. The existing ratings assigned to Emerald Performance
Holding Group LLC will be withdrawn at transaction close. The
transaction is expected to close in the third quarter of 2014 and
is subject to regulatory approval.

"Emerald's negative outlook reflects the initial high leverage
while the rating incorporates Moody's expectation for debt
reduction as the main use of cash following reasonable capex
funding," said Lori Harris an Analyst at Moody's.

Ratings assigned:

ASP Emerald Holdings LLC

Corporate family rating -- B2

Probability of default rating -- B2-PD

Outlook: Negative

Emerald Performance Materials, LLC

New 5 year $75 million Senior Secured Revolver -- B1, LGD3

New 7 year $525 million Senior Secured 1st Lien Term Loan -- B1,
LGD3

New 8 year $230 million Senior Secured 2nd Lien Term Loan --
  Caa1, LGD5

Outlook: Negative

Ratings Affirmed:

Emerald Performance Materials, LLC

$325 million Sr Sec 1st Lien Term Loan due 2018 -- B1, LGD3*

Ratings to be withdrawn upon close of the transaction:

Emerald Performance Holding Group, LLC

Corporate family rating -- B2

Probability of default rating -- B2-PD

* Rating to be withdrawn upon funding of the acquisition

Ratings Rationale

Emerald's B2 CFR reflects its elevated leverage (6.7x pro forma
for the transaction), modest size (revenues of roughly $720
million for the LTM ended March 31, 2014), somewhat limited
operating history under the current structure, and the potential
for event risk driven by the new sponsor, American Securities. The
rating also incorporates Moody's expectation for debt reduction
over the next 18 months resulting in a leverage ratio well below
6.0x by FYE 2015. The business is uniquely structured in that the
CEO position has been eliminated and each of the four business
segments is run autonomously by a separate president, increasing
the possibility for a divestiture of one of Emerald's segments or
product line. While the credit agreement is expected to allow for
such divestitures (excluding the Kalama business), it will also
mandate that proceeds must be partially used to reduce leverage by
0.5x from the closing total net leverage ratio. Though such a
transaction would be favorable in terms of leverage, the greater
concentration of earnings could be a credit negative.

The ratings are supported by the company's meaningful market
positions in many of its niche market segments, moderate product
portfolio diversity, expansion of material margins despite
volatile feedstock prices (toluene feed stocks costs represent
roughly one-third of Emerald's manufacturing costs), and unique
opportunity for growth in non-phthalate plasticizers. While
leverage is significantly elevated, Emerald has good liquidity and
is expected to be better-positioned to cover its interest payments
going forward due to earnings growth and lower interest rate debt.
Emerald's geographical footprint (seven US manufacturing
facilities, one facility in the Netherlands, and a tolling
operation in Argentina) and limited customer concentration (no
customer represents more than 6% of sales) are also viewed as
credit positives.

Emerald's liquidity is primarily supported by its $75 million
senior secured revolver, which is expected to be undrawn at the
close of the transaction and little used thereafter. While capital
expenditures have been elevated over the past two years due to
planned capacity increases, cash flow will likely improve over the
next 2 years as capital spending winds down. The new first lien
term loan facility has a 50% excess cash flow sweep mechanism,
with step-downs to 25% at 5.75x total net leverage and 0% at 5.25x
total net leverage. The revolver will have a springing first lien
leverage ratio of 6.9x when drawn more than 35%, with which
Emerald should be comfortably in compliance over the next 12-18
months. The second lien term loan facilities will not contain
financial covenants.

The negative outlook is driven primarily by Emerald's elevated pro
forma leverage (6.7x for the LTM ended March 31, 2014 including
Moody's standard adjustments). The outlook could be stabilized if
Emerald reduces and sustains leverage below 6.0x. The ratings
currently have limited upside. The ratings could be lowered should
the company fail to reduce leverage below 6.0x over the next
twelve to eighteen months, or if the company were to divest a
business segment and further concentrate earnings with resulting
leverage above 5.5x.

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

ASP Emerald Holdings LLC, headquartered in Cuyahoga Falls, Ohio,
is a producer of specialty chemicals used in a wide range of food
and industrial applications. The company, upon completion of the
acquisition, will be owned by funds managed by American Securities
LLC and reported sales of roughly $720 million for the LTM ended
March 31, 2014.


AUGUSTINE PENA: 9th Cir. Affirms Chapter 7 Conversion
-----------------------------------------------------
After filing a voluntary petition for Chapter 11 bankruptcy
protection, Augustine Pena spent about $16,000 of cash collateral
due, he claims, to his attorney's ineffective assistance.  Given
an opportunity to account for the monies spent and to submit
amended budgets, Pena missed court deadlines and failed to consult
with his creditors to resolve the problem.  As a result, the
bankruptcy court converted his case to one under Chapter 7,
finding that Pena had given it cause under 11 U.S.C. Sec. 1112(b),
and appointed interim Chapter 7 Trustee Trudi Manfredo.  The
bankruptcy court also denied Pena's subsequent motion for
reconsideration, and the district court affirmed the conversion
order.

On appeal, Pena argues that (1) there was no cause to convert his
case, either because he did not use cash collateral or because any
such use was not substantially harmful to any creditor; (2)
unusual circumstances existed preventing the bankruptcy court from
converting the case; and (3) the bankruptcy court failed to follow
the public policy favoring reorganization over liquidation.

Pena admitted at oral argument that the $16,000 he spent
constituted cash collateral.

In light of this acknowledged unauthorized use of cash collateral,
as well as Pena's failure timely to produce appropriate budgets, a
three-judge panel of the United States Court of Appeals, Ninth
Circuit, said "we cannot find clearly erroneous the bankruptcy
court's determination that at least one creditor was substantially
harmed", citing Marshall v. Marshall (In re Marshall), 721 F.3d
1032, 1039 (9th Cir. 2013); 11 U.S.C. Sec. 1112(b)(4)(D).

"We also decline Pena's invitation to rule that an attorney's
ineffective legal advice constitutes the kind of 'unusual
circumstance' forbidding a bankruptcy court from converting a case
under Chapter 11 to one under Chapter 7.

"Finally, we reject Pena's argument that, in converting his case,
the bankruptcy court flouted the public policy favoring
reorganization over liquidation. Instead, the bankruptcy court
simply followed Congress's explicit instruction to convert a
Chapter 11 case for cause where the unauthorized use of cash
collateral substantially harms one or more creditors.

"For all of these reasons, we cannot conclude that the bankruptcy
court abused its discretion by converting Pena's Chapter 11 case
to one under Chapter 7."

The appellate case is, AUGUSTINE PENA, III, Debtor, Appellant, v.
TRUDI MANFREDO, Chapter 7 Trustee, Appellee, No. 13-16986 (9th
Cir.).  A copy of the Ninth Circuit's July 9, 2014 Memorandum is
available at http://is.gd/Q8sOVefrom Leagle.com.


BIONEUTRAL GROUP: Incurs $830K Net Loss in April 30 Quarter
-----------------------------------------------------------
BioNeutral Group, Inc., filed its quarterly report on Form 10-Q
disclosing a net loss of $830,153 on $14,229 of revenues for the
three months ended April 30, 2014, compared with a net loss of
$664,554 on $1,085 of revenues for the same period in 2013.

The Company's balance sheet at April 30, 2014, showed $8.92
million in total assets, $4.9 million in total liabilities, and
stockholders' equity of $4.01 million.

The Company believes that it will be able to generate significant
sales by the fourth quarter of fiscal 2014 providing for
sufficient cash flows to supplement its equity financing based on
its current plans.  If it's able to execute its plan, the Company
can begin to accumulate cash reserves.  There is no assurance
however that its funds will be sufficient to meet its anticipated
needs through its fiscal year 2014, and it may need to raise
additional capital during fiscal 2014 to fund the full costs
associated with its growth and development.  The Company believes
that it will require approximately $2 million in additional
capital to achieve its goals.  There can be no assurances that it
will be successful in raising additional capital on favorable
terms if at all.  If the Company is unable to secure additional
capital, it may be required to curtail its business development
initiatives, impair its intellectual property and take additional
measures to reduce cost in order to conserve cash.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

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

                       http://is.gd/WRXoD0

BioNeutral Group, Inc. is focused on the development and future
sale of its antimicrobial and bioneutralizer products.  This life
science specialty technology company is based in Newark, New
Jersey.


BOLDFACE GROUP: Has $4.75-Mil. Net Loss in Q1 Ended March 31
------------------------------------------------------------
BOLDFACE Group, Inc., filed its quarterly report on Form 10-Q
disclosing a net loss of $4.75 million on $313,772 of revenues for
the three months ended March 31, 2014, compared with net income of
$1.74 million on $3.02 million of total revenues for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $3.75
million in total assets, $7.56 million in total liabilities,
preferred stock of $3.91 million and a stockholders' deficit of
$7.72 million.

The Company's ability to continue as a going concern is dependent
upon the Company's ability to generate sufficient cash flow from
its planned operations to meet its obligations on a timely basis,
to raise additional equity and/or debt financing and through its
factoring arrangements.  In connection with the execution of its
business plan, the Company anticipates additional increases in
operating expenses and capital expenditures relating to: (i)
payments under existing licenses, (ii) investments in inventory
for our Kardashian brand; (iii) research and development costs
associated with new product offerings, and (iv) management and
consulting costs, as well as general administrative expenses,
including the costs of being a public company.  The Company
intends to finance these expenses by raising additional capital
and generating sufficient revenues to meet short-term and long-
term operating requirements.  If additional financings are not
available or are not available on acceptable terms, the Company
may not be able to take advantage of prospective new business
endeavors or opportunities, which could significantly and
materially restrict its business operations.  The Company
currently does not have a specific plan of how it will obtain such
funding and/or generate sufficient revenues to meet its operating
requirements; however, it anticipates that additional funding will
be in the form of equity and/or debt financings and/or additional
short-term borrowings.  As such, these factors raise substantial
doubt as to the Company's ability to continue as a going concern.

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

                       http://is.gd/pT5Efe

Santa Monica, Calif.-based BOLDFACE Group, Inc., is a celebrity
beauty licensing and branding company focused on acquiring top-
tier entertainment, celebrity and designer brands for
opportunities in the beauty, personal care, home and fragrance
markets.


BOOMERANG SYSTEMS: Launches Exchange Offer of Common Shares
-----------------------------------------------------------
Boomerang Systems, Inc., has commenced an offer to exchange
outstanding unsecured convertible promissory notes and warrants to
purchase common stock issued under three private placements in
2011 and 2012 for the issuance of common stock in exchange for the
entire balance of the unsecured note and warrants.  The holders of
the following securities are eligible to participate in the Offer:

  * First Tranche Units consisting of $100,000 principal amount of
    First Tranche Eligible Note and First Tranche Eligible
    Warrants to purchase 25,126 shares of common stock of the
    Company, or a pro-rata portion thereof.  The "First Tranche
    Eligible Notes" consist of an aggregate of $9,349,520,
    $1,350,000 and $925,000 principal amount 6% Convertible
    Promissory Notes due Nov. 1, 2016, Nov. 18, 2016, and Dec. 9,
    2016, respectively, convertible at a price of $3.98 per share
    (after giving effect to anti-dilution adjustments to the
    initial conversion price of $4.25 per share).  The "First
    Tranche Eligible Warrants" consist of warrants to purchase an
    aggregate of 2,349,142, 339,200 and 232,416 shares of common
    stock of the Company expiring on Nov. 1, 2016, Nov. 18, 2016,
    and Dec. 9, 2016, respectively, exercisable at a price of
    $3.98 per share (after giving effect to anti-dilution
    adjustments to the initial exercise price of $4.25 per share).
    The First Tranche Eligible Notes and the First Tranche
    Eligible Warrants were issued by the Company on Nov. 1,
    2011, Nov. 18, 2011 and Dec. 9, 2011 and are referred to as
    the "First Tranche Eligible Securities."  The Company will
    accept an exchange of partial First Tranche Units, provided
    that the number of First Tranche Eligible Notes and First
    Tranche Eligible Warrants included in such partial First
    Tranche Unit bears the same ratio as the number of First
    Tranche Eligible Notes and First Tranche Eligible Warrants in
    a First Tranche Unit;

  * Second Tranche Units consisting of $100,000 principal amount
    of Second Tranche Eligible Note and Second Tranche Eligible
    Warrants to purchase 21,552 shares of common stock of the
    Company, or a pro-rata portion thereof.  The "Second Tranche
    Eligible Notes" consist of an aggregate of $5,000,000 and
    $1,200,000 principal amount 6% Convertible Promissory Notes
    due June 14, 2017, convertible at a price of $4.64 per share
    (after giving effect to anti-dilution adjustments to the
    initial conversion price of $5.00 per share).  The "Second
    Tranche Eligible Warrants" consist of warrants to purchase an
    aggregate of 1,077,596 and 258,624 shares of common stock of
    the Company expiring on June 14, 2017, exercisable at a price
    of $4.64 per share (after giving effect to anti-dilution
    adjustments to the initial exercise price of $5.00 per share).
    The Second Tranche Eligible Notes and the Second Tranche
    Eligible Warrants were issued by the Company on June 14, 2012
    and July 13, 2012 and are referred to as the "Second Tranche
    Eligible Securities."  The Company will accept an exchange of
    partial Second Tranche Units, provided that the number of
    Second Tranche Eligible Notes and Second Tranche Eligible
    Warrants included in such partial Second Tranche Unit bears
    the same ratio as the number of Second Tranche Eligible Notes
    and Second Tranche Eligible Warrants in a Second Tranche Unit;

  * Third Tranche Units consisting of $100,000 principal amount of
    Third Tranche Eligible Note and Third Tranche Eligible
    Warrants to purchase 21,368 shares of common stock of the
    Company, or a pro-rata portion thereof.  The "Third Tranche
    Eligible Notes" consist of an aggregate of $3,075,000
    principal amount 6% Convertible Promissory Notes due
    Dec. 31, 2017, convertible at a price of $4.68 per share
    (after giving effect to anti-dilution adjustments to the
    initial conversion price of $5.00 per share).  The "Third
    Tranche Eligible Warrants" consist of warrants to purchase an
    aggregate of 657,061 shares of common stock of the Company
    expiring on December 31, 2017, exercisable at a price of $4.68
    per share (after giving effect to anti-dilution adjustments to
    the initial exercise price of $5.00 per share).  The Third
    Tranche Eligible Notes and the Third Tranche Eligible Warrants
    were issued by the Company on December 28, 2012 and are
    referred to as the "Third Tranche Eligible Securities."  The
    Company will accept an exchange of partial Third Tranche
    Units, provided that the number of Third Tranche Eligible
    Notes and Third Tranche Eligible Warrants included in such
    partial Third Tranche Unit bears the same ratio as the number
    of Third Tranche Eligible Notes and Third Tranche Eligible
    Warrants in a Third Tranche Unit;

"We believe that the exchange offer is mutually beneficial for the
unsecured note and warrant holders and Boomerang Systems," said
Mark Patterson, chief executive officer of the Company.  "We are
making this Offer to settle the balances of the Eligible Notes and
give the holders of the Eligible Securities common stock of the
Company.  The exchange under the Offer provides an opportunity for
the Company to relieve some of the outstanding debt as we believe
we will need to raise additional funds in the near future to fund
operations, and we do not believe we will able to raise additional
equity capital unless we exchange all or a substantial portion of
the Eligible Securities."

                       About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

Boomerang Systems incurred a net loss of $11.22 million for the
year ended Sept. 30, 2013, following a net loss of $17.42 million
for the year ended Sept. 30, 2012.  The Company's balance sheet at
March 31, 2014, showed $6.19 million in total assets, $21.51
million in total liabilities and a $15.31 million total
stockholders' deficit.

                         Bankruptcy Warning

"Our operations may not generate sufficient cash to enable us to
service our debt.  If we were to fail to make any required payment
under the Loan Agreement, notes and agreements governing our
indebtedness or fail to comply with the covenants contained in the
Loan Agreement, notes and agreements, we would be in default.  A
debt default could significantly diminish the market value and
marketability of our common stock and could result in the
acceleration of the payment obligations under all or a portion of
our consolidated indebtedness, or a renegotiation of our Loan
Agreement with more onerous terms and/or additional equity
dilution.  If the debt holders were to require immediate payment,
we might not have sufficient assets to satisfy our obligations
under the Loan Agreement, notes or our other indebtedness.  It may
also enable their lenders under the Loan Agreement to foreclose on
the Company's assets and/or its ownership interests in its
subsidiaries.  In such event, we could be forced to seek
protection under bankruptcy laws, which could have a material
adverse effect on our existing contracts and our ability to
procure new contracts as well as our ability to recruit and/or
retain employees.  Accordingly, a default could have a significant
adverse effect on the market value and marketability of our common
stock," the Company said in the annual report for the year ended
Sept. 30, 2013.


BOREAL WATER: Incurs $225,000 Net Loss in First Quarter
-------------------------------------------------------
Boreal Water Collection, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $225,372 on $450,087 of sales for the three months
ended March 31, 2014, as compared with a net loss of $239,113 on
$480,672 of sales for the same period last year.

The Company's balance sheet at March 31, 2014, showed $3.07
million in total assets, $2.54 million in total liabilities and
$536,291 in total stockholders' equity.

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

                         http://is.gd/gdM0J4

                         About Boreal Water

Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a
personalized bottled water company specializing in premium custom
bottled water.

Boreal Water reported net income of $849,748 on $2.15 million of
sales for the year ended Dec. 31, 2013, as compared with a net
loss of $822,902 on $2.68 million of sales in 2012.

Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditor noted
that the Company has incurred a deficit of approximately $2.5
million and has used approximately $400,000 of cash due to its
operating activities in the two years ended Dec. 31, 2013.  The
Company may not have adequate readily available resources to fund
operations through Dec. 31, 2014.  This raises substantial doubt
about the Company's ability to continue as a going concern.


BORETS INTERNATIONAL: Moody's Changes B1 CFR Outlook to Positive
----------------------------------------------------------------
Moody's Investors Service, has changed to positive from stable the
outlook on the B1 corporate family rating (CFR), the B1-PD
probability of default rating (PDR) of Borets International Ltd,
and the B1 senior unsecured rating of notes issued by Borets
Finance Limited, a wholly owned subsidiary of Borets. Moody's has
also affirmed all ratings.

Ratings Rationale

The rating action reflects the solid operating performance of
Borets and the expectation of gradual deleveraging going forward.
It also reflects evidence of Borets' continuous adherence to the
sound corporate governance standards after the buyback of shares
held by Weatherford International Ltd in September 2013 and the
following acquisition by EBRD and IFC of a 5% and 3% stake in the
company respectively, with comfortable protection of creditors and
minority rights. The fact that both EBRD and IFC have significant
participation in the notes provides additional comfort that the
company's financial policy will balance the interest of
shareholders and creditors.

Moody's also acknowledges the continuous development of Borets'
international operations without support from Weatherford. In
particular, Borets gained a new international client, and made the
first commercial installations of one of its new technologies
following successful trials throughout 2013.

The ratings and the positive outlook reflect Borets' focus on
positive free cash flow generation, the expectation that
significant cash balances are likely to be accumulated over time
and moderate debt service requirements until the maturity of the
bond in 2018. Strong liquidity and cash flows compensate for the
significant step up in leverage following the share buyback, with
adjusted debt/EBITDA increasing to 3.7x (1.1x in 2012). Moody's
also believes that the 2013 decline in profitability (with an
adjusted EBITDA margin declining to 17% from 19% in 2012) will be
temporary as a result of one-off spending related to the
restructuring of international and domestic businesses, as well as
the competitive pricing environment in the Russian market. In
2014, despite the negative effect of rouble devaluation and still
tight pricing in Russia, Borets should restore its profitability
owing to a number of optimisation measures, including
reorganisation of production facilities, and the launch of the
Stary Oskol plant in May 2014. Higher profitability should in turn
result in adjusted debt/EBITDA going down to below 3.5x in 2014.
However, Moody's cautions that the adverse economic and political
environment in Russia and potential further rouble devaluation may
still moderately affect the company's operating and financial
results.

Borets' ratings also incorporate (1) its leading position in the
niche ESP market with long-standing customer relationships; (2)
its increasing geographical diversification; (3) favourable
industry dynamics globally, supported by the increasing need for
oil recovery enhancement technologies; and (4) its historically
proven resistance to market volatility, underpinned by strong
business fundamentals.

At the same time, Borets' B1 rating remains constrained by (1) its
small scale and focus on a single product line (ESP); (2) limited
(albeit gradually increasing) geographic and customer
diversification relative to its global peers; and (3) competition
in the higher-end segment from larger-scale global players and
Russian competitors in the lower-end segment, as well as from
Chinese producers.

Rationale For Positive Outlook

The positive outlook on the ratings reflects the potential for the
upgrade of Borets' ratings over the next 12-18 months based on
Moody's expectation that the company will deliver on its operating
targets, including sustainable growth of its international
business while maintaining robust cash flow generation, solid
liquidity profile and gradual deleveraging.

What Could Change The Ratings Up/Down

Moody's would consider upgrading Borets' rating if the company
were to continue (1) adhering to sound corporate governance; and
(2) demonstrating robust operational performance, further
increasing the scale of its operations and geographical
diversification. In addition, to consider a rating upgrade,
Moody's would expect Borets to reduce its leverage (measured as
adjusted debt/EBITDA) comfortably below 3.5x on a gross basis or
3.0x on a net basis while maintaining a solid liquidity profile
and positive free cash flow generation. Consideration of net
leverage reflects that cash is expected to be accumulated over
time in view of the bullet debt structure and the positive free
cash-flow.

Negative pressure, though currently unlikely, could be exerted on
Borets' ratings as a result of (1) material debt-financed
acquisitions or capital investments; (2) aggressive shareholder
distribution; or (3) a material deterioration in Borets'
competitive position resulting in an increase in leverage, as
measured by adjusted debt/EBITDA, sustainably above 4x.

Principal Methodologies

The principal methodology used in these ratings 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.

Borets International Limited is a leading vertically integrated
manufacturer of artificial lift products for the oil sector,
specialising in the design and manufacture of electric submersible
pumps (ESP) and related products and provision of related
services. In 2013, Borets generated $767 million in sales and $127
million of adjusted EBITDA and reported $830 million in assets.


BROOKSTONE HOLDINGS: Has Until Oct. 30 to Decide on Leases
----------------------------------------------------------
The Bankruptcy Court extended until Oct. 30, 2014, Brookstone
Holdings Corp., et al.'s time to assume or reject unexpired leases
of nonresidential real property.

The court also ordered that the extended assumption/rejection
period for the lease between Bohannon Development Company and
Brookstone Company, Inc., will be the earlier of (a) the date of
entry of an order confirming a plan with respect to Brookstone
Company, Inc., and (b) Aug. 15, 2014.

                    About Brookstone Holdings

Brookstone Holdings Corp. and its affiliated debtors on April 3,
2013, filed for relief under Chapter 11 (Bankr. D. Del. Lead Case
No. 14-10752) with a plan to sell its business to another
retailer.

Specialty retailer Brookstone operated 242 retail stores across 40
states and Puerto Rico as of Feb. 1, 2014.  Of those stores, 195
are generally located near "center court" in America's top
retail centers and 47 are located in airports.  Brookstone
also operates an e-commerce business that includes the Brookstone
catalog and http://www.Brookstone.com/

An affiliate of Spencer Spirit Holdings Inc., the parent of gift-
shop chain Spencer's, has signed a deal to pay $147 million in
exchange for 100% of the reorganized debtor's equity, absent
higher and better offers from other parties.  As of Dec. 31, 2013,
Spencer operated 644 stores in 49 states and Canada.

As of the bankruptcy filing, the Debtors owe more than $50 million
on a senior secured prepetition credit facility ($34.1 million on
a revolver, $12.3 million on a term loan and $4.7 million on
account of letters of credit), and $137.3 million to holders of
junior notes.  The Debtors estimate that their unsecured debt is
between $75 million and $85 million.

The agreement with Spencer contemplates that Brookstone,
headquartered in New Hampshire, will continue to operate its mall
and airport stores, catalog, website, and wholesale channels,
under the Brookstone brand with current employees remaining at
their respective locations.

The Debtors have tapped K&L Gates LLP and Landis Rath & Cobb LLP
as attorneys, Deloitte Financial Advisory Services LLP as their
financial advisors, Jefferies LLC as their investment banker, and
Kurtzman Carson Consultants as claims agent.

The DIP lenders are represented by Stroock & Stroock & Lavan LLP
and Young Conaway Stargatt & Taylor LLP.


BROOKSTONE HOLDINGS: Court Confirms Second Modified Joint Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
on June 24, 2014, BrookStone Holdings Corp., et al.'s Second
Modified Joint Plan of Reorganization.

The Court overruled objections to the Plan.

In the Debtors' memorandum of law dated June 19, in support of
confirmation of their second modified plan, the Debtor said the
Plan is supported by a substantial majority of creditors entitled
to vote on the Plan and incorporates a global restructuring
proposal negotiated among the Debtors' main creditor
constituencies that inures to the benefit of the Debtors'
creditors.

As reported in the Troubled Company Reporter on June 23, 2014, the
Debtor disclosed in a Form T-3 filing with the Securities and
Exchange Commission that the 10.0% Second Lien Subordinated
Secured Notes due 2021 of the Company to be issued under an
indenture, will be offered to holders of the Company's 13.00%
Second Lien Senior Secured Notes due 2014 pursuant to the terms of
the Debtors' Second Modified Plan dated June 13, 2014.  The Plan
will become effective on the date on which all conditions to
consummation of the Plan have been satisfied or waived.  The Notes
and related guarantees are being offered in exchange for the Old
Notes and related guarantees at an exchange ratio of approximately
$79.61 principal amount of New Notes for each $1,000 principal
amount of Old Notes.

A copy of the Disclosure Statement, dated May 16, 2014, with
respect to the Plan of Reorganization is available at
http://is.gd/rk49ER

A copy of the Debtors' Second Modified Joint Chapter 11 Plan of
Reorganization is available at http://is.gd/FGXmhC

A copy of the Order Approving the Disclosure Statement, dated May
19, 2014, is available at http://is.gd/hRhw3o

                    About Brookstone Holdings

Brookstone Holdings Corp. and its affiliated debtors on April 3,
2013, filed for relief under Chapter 11 (Bankr. D. Del. Lead Case
No. 14-10752) with a plan to sell its business to another
retailer.

Specialty retailer Brookstone operated 242 retail stores across 40
states and Puerto Rico as of Feb. 1, 2014.  Of those stores, 195
are generally located near "center court" in America's top
retail centers and 47 are located in airports.  Brookstone
also operates an e-commerce business that includes the Brookstone
catalog and http://www.Brookstone.com/

An affiliate of Spencer Spirit Holdings Inc., the parent of gift-
shop chain Spencer's, has signed a deal to pay $147 million in
exchange for 100% of the reorganized debtor's equity, absent
higher and better offers from other parties.  As of Dec. 31, 2013,
Spencer operated 644 stores in 49 states and Canada.

As of the bankruptcy filing, the Debtors owe more than $50 million
on a senior secured prepetition credit facility ($34.1 million on
a revolver, $12.3 million on a term loan and $4.7 million on
account of letters of credit), and $137.3 million to holders of
junior notes.  The Debtors estimate that their unsecured debt is
between $75 million and $85 million.

The agreement with Spencer contemplates that Brookstone,
headquartered in New Hampshire, will continue to operate its mall
and airport stores, catalog, website, and wholesale channels,
under the Brookstone brand with current employees remaining at
their respective locations.

The Debtors have tapped K&L Gates LLP and Landis Rath & Cobb LLP
as attorneys, Deloitte Financial Advisory Services LLP as their
financial advisors, Jefferies LLC as their investment banker, and
Kurtzman Carson Consultants as claims agent.

The DIP lenders are represented by Stroock & Stroock & Lavan LLP
and Young Conaway Stargatt & Taylor LLP.


BUCKCHAR LLC: Foreclosure Sale Set for July 22
----------------------------------------------
Buckchar, LLC, defaulted on a Note on account of $2,010,250 in
debts.  Pursuant to an order by the General Court of Justice
Superior Court of the State of North Carolina, Randolph County,
the property securing the debt will be sold at public auction to
the highest bidder for cash at 3:30 p.m. on July 22, 2014, at the
Courthouse door in Asheboro, Randolph County, North Carolina.

The property consists of all of the debtor's right, title and
interest in the real property at 11651 N. Main St. (aka 3030 S.
Main St., High Point) and 3+ Acres off Archdale Rd., Archdale, NC,
27263.

The property will be sold subject to taxes, assessments, and any
superior easements, rights of way, restrictions of record, liens,
or other encumbrances prior to the lien of the deed of trust being
foreclosed.  The sale will remain open for increased bids for 10
days after report thereof to the Clerk of Superior Court.  In the
event the debtor files a bankruptcy petition prior to the
expiration of the 10-day period required by G.S. 45-21.27, an
automatic stay of the foreclosure will be imposed in accordance
with the Bankruptcy Code Sec. 362, and the bidder must pursue
relief through the bankruptcy court.

The Trustee may require the high bidder to deposit cash at the
sale in an amount equal to the greater of 5% of the amount of the
bid or $750.  If no upset bid is filed, the balance of the
purchase price, less deposit, must be made in cash upon tender of
the deed.

Third party purchasers at sale must pay the tax of $0.45 per $100
as required by NCGS 7A-308(a)(1).

The Trustee conducting the sale may be reached at:

     Richard A. Manager
     Substitute Trustee
     1208 Eastchester Drive, Suite 101
     High Point, NC 27265
     Tel: (336) 882-2000


BRUCE COPELAND: Cal. Appeals Court Upholds Ruling for BofA
------------------------------------------------------------
Bruce Dwain Copeland, a Chapter 11 debtor, appeals a trial court's
denial of his motion to set aside default judgment, which was
entered in favor of Plaintiff-in-intervention Bank of America N.A.
(Bank of America), successor by merger to BAC Home Loans Servicing
LP formerly known as Countrywide Home Loans Servicing LP.
Copeland filed one answer in this case, which was stricken by the
trial court for lack of standing.  Copeland failed to file any
other responsive pleading.

In a July 10, 2014 decision available at http://is.gd/kc14i9from
Leagle.com, the Court of Appeals of California, Second District,
Division Three, affirmed the trial court's denial of the motion to
set aside because Bank of America adhered to Code of Civil
Procedure1 section 587 in requesting default and Copeland fails to
satisfy Code of Civil Procedure 473.5 to set aside the default.

"We conclude that the trial court did not abuse its discretion in
denying Copeland's motion to set aside the default," the Appeals
Court said.

The case is, BANK OF AMERICA, N.A., Plaintiff and Respondent, v.
BRUCE DWAIN COPELAND, Defendant and Appellant, NO. B247996 (Cal.
App.).


C & S JANITORIAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: C & S Janitorial Services, Inc.
        6706 Bourgeois Road
        Houston, TX 77066-3105

Case No.: 14-33846

Chapter 11 Petition Date: July 10, 2014

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

Judge: Hon. Jeff Bohm

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  LAW OFFICE OF MARGARET M. MCCLURE
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: 713-659-1333
                  Fax: 713-658-0334
                  Email: margaret@mmmcclurelaw.com

Estimated Assets: $50,000 to $100,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Sergio Limon, president and CEO.

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


CAESARS ENTERTAINMENT: Bank Debt Trades at 6% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
93.61 cents-on-the-dollar during the week ended Friday, July 11,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 0.42 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 1, 2018, and carries Moody's B3 rating and Standard &
Poor's B- rating.  The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.


CAPFA CAPITAL: Moody's Ups Series 2000F Rev. Bonds Rating to Caa2
-----------------------------------------------------------------
Moody's Investors Service has upgraded to Caa2 the underlying
rating on CaPFA Capital Corp. 2000F's Student Housing Revenue
Bonds, Senior Series 2000F-1 issued by Capital Projects Finance
Authority, FL. The outlook is stable. The action affects
$120,650,000 outstanding bonds. The underlying rating of Caa2 is
enhanced by bond insurance provided by National Public Finance
Guarantee Corporation (rated A3).

Rating Rationale

The upgrade is based on the improved performance of the project
which has successfully paid debt service on the senior bonds but
does not demonstrate sufficient surplus revenues to pay down $55.8
million of additional debt obligations or replenish a depleted
debt service reserve fund.

The Caa2 rating reflects the bond program's constrained ability to
replenish its debt service reserve fund which is necessary for the
final debt service payment in 2031 and helps the project absorb
any short-term disruptions to financial performance. The $55.8
million additional indebtedness, representing the bond insurer's
claim and funding for capital repairs, offsets the project's
improved occupancy after completed repairs and the reinstatement
of the referral agreement with the University of Central Florida
(Aa3 stable).

Strengths

-- Capital repairs to Knight's Circle are complete allowing all
3,756 beds to be online

-- Affiliation with the University of Central Florida (Aa3
stable) which has a large and growing student population

Challenges

-- Depleted debt service reserve fund which hinders the project's
ability to make final debt service payment on Oct. 1, 2031

-- Insufficient operating revenue to pay down principal and
approximately $2.9 million of accrued interest on $55.8 million of
additional indebtedness prior to replenishing reserves

-- Highly competitive submarket with competition from university-
owned housing and new off-campus housing which limits the
project's ability to reach full occupancy or increase rental
rates.

Outlook

The outlook is stable because projected occupancy for Fall 2014 is
expected to produce sufficient revenues to meet debt service
payments.

What Could Change the Rating Up

-- Financial performance resulting in higher surplus revenues
after bond debt service and substantial reduction of the $55.8
million indebtedness that enables a strong likelihood that
reserves will be replenished

What Could Change the Rating Down

-- Deterioration of performance, as indicated by lower occupancy
or increased expenses, that results in less net operating income
and an inability to cover bond debt service

Rating Methodology

The principal methodology used in this rating was Global Housing
Projects published in July 2010.


CARIBBEAN PETROLEUM: Zeevis' Bid to Enforce Plan Release Rejected
-----------------------------------------------------------------
Bankruptcy Judge Kevin Gross denied the post-confirmation Motion
of Gad and Ram Zeevi to Enforce Plan Release and the Settlement
Agreement in the Chapter 11 case of Caribbean Petroleum Corp., et
al.

The bankruptcy filings of Caribbean Petroleum Refining, L.P.,
Caribbean Petroleum Corporation and Gulf Petroleum Refining
(Puerto Rico) Corporation were necessitated by horrific explosions
and fire involving 21 Caribbean storage tanks that occurred at its
facility in Bayamon, Puerto Rico in October 2009.  The Catastrophe
ended Caribbean's operations and resulted in the bankruptcy.

Prior to the bankruptcy filing, parties filed numerous actions in
Puerto Rico against Caribbean to recover damages for injuries and
losses they suffered as a result of the Catastrophe.  The Tort
Plaintiffs have exhaustively pursued their claims first in
bankruptcy court and now in the United States District Court for
the District of Puerto Rico, The Honorable Francisco Besosa,
District Court Judge, presiding.  The Tort Plaintiffs are before
the Puerto Rico Court because the bankruptcy court lifted the
automatic stay to enable them to proceed.

The Zeevis seek to enforce the releases contained in the Fourth
Amended Joint Plan of Liquidation and in a settlement agreement,
dated September 30, 2013, between the Tort Plaintiffs and the
Liquidation Trustee.  The Zeevis are former directors (and Gad
Zeevi the former President) of Caribbean.

The Tort Plaintiffs objected to the Motion, as have Intertek USA,
Inc. and Cape Bruny Tankschiffarts GMBH and Co. KG and Cape Bruny
Shipping Company Ltd.

In a July 9, 2014 Memorandum Opinion available at
http://is.gd/3q9bbxfrom Leagle.com, Judge Gross said the Tort
Plaintiffs, Intertek and the Cape Bruny Cos. may proceed with
their actions in the Puerto Rico Court unimpeded by the Plan
releases.

                    About Caribbean Petroleum

San Juan, Puerto Rico-based Caribbean Petroleum Corporation, aka
CAPECO, owns and operates certain facilities in Bayomon, Puerto
Rico, for the import, offloading, storage and distribution of
petroleum products.  Caribbean Petroleum sought Chapter 11
protection (Bankr. D. Del. Case No. 10-12553) on Aug. 12, 2010,
nearly 10 months after a massive explosion at its major Puerto
Rican fuel storage depot virtually shut down the company's
operations.  The Debtor estimated assets of US$100 million to
US$500 million and debts of US$500 million to US$1 billion as of
the Petition Date.

Affiliates Caribbean Petroleum Refining, L.P., and Gulf Petroleum
Refining (Puerto Rico) Corporation filed separate Chapter 11
petitions on Aug. 12, 2010.

John J. Rapisardi, Esq., George A. Davis, Esq., Peter Friedman,
Esq., and Zachary H. Smith, Esq., at Cadwalader, Wickersham & Taft
LLP, in New York, serve as lead counsel to the Debtors.  Mark D.
Collins, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, serve as local counsel.
The Debtors' financial advisor is FTI Consulting Inc.  The
Debtors' chief restructuring officer is Kevin Lavin of FTI
Consulting Inc.  Kurtzman Carson Consultants LLC serves as the
noticing, claims and balloting agent to the Debtors.

In December 2010, the Debtor won bankruptcy court approval to sell
its business to Puma Energy International for US$82 million.  Puma
obtained Capeco's entire retail network, which consists of 157
locations, gasoline, diesel and other fuel storage facilities as
well as undeveloped land and a private deep water jetty.

The Fourth Amended Joint Plan of Liquidation for Caribbean
Petroleum and its debtor affiliates became effective on June 3,
2011.


CHINA PRECISION: Common Stock Delisted From NASDAQ
--------------------------------------------------
The NASDAQ Stock Market LLC filed a Form 25 with the U.S.
Securities and Exchange Commission to remove from listing or
registration China Precision Steel, Inc.'s common stock.

                    About China Precision Steel

China Precision Steel -- http://chinaprecisionsteelinc.com-- is a
niche precision steel processing company principally engaged in
the production and sale of high precision cold-rolled steel
products and provides value added services such as heat treatment
and cutting medium and high carbon hot-rolled steel strips. China
Precision Steel's high precision, ultra-thin, high strength (7.5
mm to 0.05 mm) cold-rolled steel products are mainly used in the
production of automotive components, food packaging materials, saw
blades, steel roofing and textile needles.  The Company sells to
manufacturers in the People's Republic of China as well as
overseas markets such as Nigeria, Ethiopia, Thailand and
Indonesia.  China Precision Steel was incorporated in 2002 and is
headquartered in Sheung Wan, Hong Kong.

China Precision reported a net loss of $68.93 million on $36.52
million of sales revenues for the year ended June 30, 2013, as
compared with a net loss of $16.94 million on $142.97 million of
sales revenues during the prior fiscal year.

The Company's balance sheet at March 31, 2014, showed $88.13
million in total assets, $78.16 million in total liabilities, all
current and $9.97 million in total stockholders' equity.

Moore Stephens, Certified Public Accountants, in Hong Kong, issued
a "going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company has suffered a very significant
loss in the year ended June 30, 2013, and defaulted on interest
and principal repayments of bank borrowings that raise substantial
doubt about its ability to continue as a going concern.


CHOCTAW RESORT: Moody's Raises Corporate Family Rating to B3
------------------------------------------------------------
Moody's Investors Service upgraded Choctaw Resort Development
Enterprise's Corporate Family Rating ("CFR") to B3 from Caa1 and
Probability of Default Rating to B3-PD from Caa1-PD. At the same
time, Moody's affirmed the Enterprise's senior unsecured notes
rating at Caa1. The rating outlook is stable.

Choctaw recently announced that it had refinanced its $70 million
senior secured term loan due 2017 (unrated) with a $145 million
senior secured term loan due 2019 (unrated). The credit agreement,
among other things, provides Choctaw with $75 million to pre-fund
capex projects, lowers the interest rate on the term loan and
provides some covenant flexibility.

The upgrade of Choctaw's CFR to B3 reflects the improved operating
performance of the Tribe's casino operations since Choctaw's new
management team took over in mid-2012, as well as the Enterprise's
improved liquidity profile following the refinancing of its senior
secured term loan.

Ratings upgraded:

Corporate Family Rating to B3 from Caa1

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

Ratings affirmed:

$110 million senior unsecured notes due 2019 at Caa1 (LGD4)

Rating Rationale

The B3 CFR reflects Choctaw's relatively strong financial leverage
and coverage metrics. For the LTM period ended March 31, 2014, pro
forma for the new $145 million term loan, Choctaw's debt/EBITDA
and EBIT/interest expense were 2.0 times and about 5.0 times,
respectively. The Enterprise's earnings have improved following
the addition of a new management team in mid-2012. Since the end
of fiscal 2011, Choctaw's EBITDA has increased about 35% and
margins have improved to between 35% and 45%. The margin
improvement came despite 5% lower revenue over the same time
period as Mississippi's economy continues to struggle with higher
unemployment rates than the national average, and with
management's decision to reduce its low-margin business.

Although Choctaw's credit metrics are strong for the rating
category, the Enterprise remains exposed to several near-term
issues that will continue to constrain its ratings. Choctaw faces
additional competition from the opening of two Native American
Class II facilities in Alabama -- a little over 100 miles from
Choctaw's Silver Star and Golden Moon casinos -- where a
significant amount of Choctaw's rated players are located. While
Choctaw's casinos have Class III gaming as compared to the Alabama
facilities' class II games, there are still gamblers that prefer
convenience if the facility offers similar amenities, so Moody's
expects Choctaw's operations will be negatively affected by this
new competition. The new $75 million term loan will finance needed
capex at its existing properties as well as re-opening the Golden
Moon casino on a full time basis which will help counter the new
competition. Also, Choctaw's ratings continue to be constrained by
the ongoing FBI investigation which began in 2011. While it
appears that the Choctaw Tribe is not the focus of the
investigation, the ratings reflect the open investigation. The
ratings also take into account the relatively weak gaming demand
trends in its primary market area, its significant dividend
obligations and other risks common to Native American Gaming
issuers.

Choctaw's good liquidity profile reflects its cash balances of
about $64 million at March 31, 2014, Moody's  expectation that the
Enterprise's internal cash flow will be sufficient to cover its
interest expense, mandatory debt amortization, maintenance capex
and tribal distributions over the next 12 -- 18 months. Choctaw's
new credit agreement also provides up to $75 million of additional
borrowing capacity for capex needs over the next 24 months. The
Enterprise does not have a committed revolver in place which is a
credit negative. The new credit agreement provides additional
flexibility under Choctaw's covenants. Going forward, certain
capex made in the first three years of the loan is excluded, and
the maximum leverage allowed under the maximum total leverage
covenant was increased to 3.25 times.

The stable rating outlook reflects Moody's expectations that
Choctaw will be able to maintain its EBITDA margins between 35%
and 40% and retained cash flow/debt above 10% despite additional
competition coming from relatively new Native American casinos in
Alabama. Revenue and earnings growth will be driven by the
renovations at the Silver Star casino and the reopening of the
Golden Moon casino.

The ratings could be downgraded if it appears that the FBI
investigation were to have negative effects on Choctaw's gaming
operations or if the Enterprise did not generate a rate of return
on its capital investments sufficient to maintain its current
EBITDA margins. Ratings could also be downgraded if gaming revenue
trends in Mississippi were to materially decline or if gaming
revenue at the Silver Star and Golden Moon casinos -- the 2
largest contributors to EBITDA -- were to decline. Ratings could
be upgraded if Choctaw successfully absorbs the new competition in
Alabama while growing EBITDA and retained cash flow/debt is
sustained above 15%. Favorable resolution of the FBI investigation
could also result in a rating upgrade.

Per Moody's Loss Given Default methodology, the affirmation of the
Caa1 rating on the $110 million senior unsecured notes reflects
the increased amount of senior secured debt ahead of it in the
capital structure.

The principal methodology used in this rating was the Global
Gaming Industry published in June 2014. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
Choctaw Resort is a component unit of the Mississippi Band of
Choctaw Indians, which was created by the Tribe in October 1999 to
run its gaming operations. It owns and operates in central
Mississippi the Silver Star Hotel and Casino, the Golden Moon
Hotel and Casino and the Bok Homa Casino, which commenced
operations in 1994, 2002 and 2010, respectively.


CLEAREDGE POWER: Taps Davis Polk to Handle Corporate Matters
------------------------------------------------------------
ClearEdge Power, Inc., et al., ask the Bankruptcy Court for the
Northern District of California for permission to employ Davis
Polk & Wardwell LLP as special counsel.

Davis Polk will, among other things:

   a. perform services, including providing advice relating to:
certain corporate matters; corporate governance; disclosure
requirements; corporate transactions; securities law, regulations
and compliance; merger or asset disposition issues; investigation,
research and analysis of legal and factual corporate issues;

   b. provide services pertaining to other related matters as tax
issues, employee benefit issues, employment issues, and general
commercial litigation as the Debtors may determine necessary or
appropriate to commence or defend; and

   c. provide services relating to negotiations with potential
lenders and investors regarding financing, equity investment,
merger and acquisition, well as preparing, drafting or reviewing
any documents related thereto.

As of the Petition Date, Davis Polk held an advance retainer in
the amount of $63,969.  The Debtors and Davis Polk have agreed
that Davis Polk may apply the advance retainer to the extent
necessary to pay any allowed fees, costs and expenses relating to
services rendered by Davis Polk to the Debtors after the Petition
Date.

In the one-year period prior to the commencement of the Chapter 11
cases, Davis Polk received a total of $128,529.

The hourly rates of the attorneys of Davis Polk that will be
representing the Debtors range from $325 to $1,095.  The current
hourly rates of attorneys performing services on behalf of the
Debtors, along with the hourly rates of paralegals who may provide
assistance are:

         Partners and Counsel           $870 to $1,095
         Associates                     $325 to   $870
         Paraprofessionals              $195 to   $245

To the best of the Debtors' knowledge, Davis Polk and its
professionals neither represent nor hold any interest adverse to
the Debtors or their estates with respect to the matters on which
Davis Polk is to be employed in the cases.

The Debtor can be reached at:

         John Walshe Murray, Esq.
         Stephen T. O'Neill, Esq.
         Robert A. Franklin, Esq.
         Thomas T. Hwang, Esq.
         DORSEY & WHITNEY LLP
         305 Lytton Avenue
         Palo Alto, CA 94301
         Tel: (650) 857-1717
         Fax: (650) 857-1288
         E-mails: murray.john@dorsey.com
                  oneill.stephen@dorsey.com
                  franklin.robert@dorsey.com
                  hwang.thomas@dorsey.com

                      About ClearEdge Power

Sunnyvale, California-based ClearEdge Power Inc. and two other
affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Cal. Lead Case No. 14-51955) on May 1, 2014, in San Jose.
Affiliates ClearEdge Power, LLC, and ClearEdge Power International
Service, LLC, are based in South Windsor, Connecticut, where the
manufacturing operations are located.

Privately held ClearEdge designs, manufactures, sells and services
distributed generation fuel cell systems for commercial,
industrial, utility and residential applications.  ClearEdge
bought United Technologies Corp.'s UTC Power division in late
2012.  ClearEdge sought bankruptcy protection just a week after
shutting operations.

John Walshe Murray, Esq., at Dorsey and Whitney LLP, serves as
counsel to the Debtors.  Insolvency Services Group, Inc., serves
as noticing and claims agent.

ClearEdge Power disclosed $31,271,670 in assets and $67,414,779 in
liabilities as of the Chapter 11 filing.

Power Inc. estimated $100 million to $500 million in both assets
and debts.

The petitions were signed by David B. Wright, chief executive
officer.

On May 22, 2014, the U.S. Trustee for Region 17 appointed five
creditors to serve in the Committee.  The Committee has hired
Brown Rudnick as Counsel and Teneo Securities as financial
advisors.


CLEAREDGE POWER: Proposes Key Employee Incentive Program
--------------------------------------------------------
ClearEdge Power Inc., et al., ask the Bankruptcy Court to
authorize them to establish and administer a key employee
incentive program.

The KEIP is an incentive-based compensation program centered
around the consummation of the sale of the Debtors' assets.  The
KEIP is (i) designed to incentivize a group of employees who are
invaluable to the Company and, specifically, to three integral
business aspects of the Company, to achieve a maximum return from
any sale transaction; and (ii) payable only upon consummation of a
sale transaction.

Under the KEIP, in the event the Debtors consummate a sale
transaction, the KEIP Participants will share, pro rata based on
their respective salaries, positions and job categories with the
Company, from a pool derived from cash proceeds received from the
sale rransaction, net of taxes, commissions and other sale-related
fees and charges, but prior to distributions to creditors.

The Incentive Pool will be equal to 10% of the Distributable
Proceeds, up to the maximum cap of $500,000.  Thus, on average,
each KEIP Participant would only receive, at maximum, around
$9,200, pursuant to the KEIP.

                      About ClearEdge Power

Sunnyvale, California-based ClearEdge Power Inc. and two other
affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Cal. Lead Case No. 14-51955) on May 1, 2014, in San Jose.
Affiliates ClearEdge Power, LLC, and ClearEdge Power International
Service, LLC, are based in South Windsor, Connecticut, where the
manufacturing operations are located.

Privately held ClearEdge designs, manufactures, sells and services
distributed generation fuel cell systems for commercial,
industrial, utility and residential applications.  ClearEdge
bought United Technologies Corp.'s UTC Power division in late
2012.  ClearEdge sought bankruptcy protection just a week after
shutting operations.

John Walshe Murray, Esq., at Dorsey and Whitney LLP, serves as
counsel to the Debtors.  Insolvency Services Group, Inc., serves
as noticing and claims agent.

ClearEdge Power disclosed $31,271,670 in assets and $67,414,779 in
liabilities as of the Chapter 11 filing.

Power Inc. estimated $100 million to $500 million in both assets
and debts.

The petitions were signed by David B. Wright, chief executive
officer.

On May 22, 2014, the U.S. Trustee for Region 17 appointed five
creditors to serve in the Committee.  The Committee has hired
Brown Rudnick as Counsel and Teneo Securities as financial
advisors.


COLDWATER CREEK: Settles Payment Plan Dispute with Creditors Group
------------------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that under a new settlement, Coldwater Creek Inc.'s unsecured
creditors will withdraw their opposition to the liquidating
retailer's debt-payment plan in exchange for an extra $5.4
million.  According to the report, the settlement, filed in
bankruptcy court, allows Coldwater Creek to remove a major hurdle
to securing court approval for its plan to pay its creditors from
the proceeds of the sale of its assets.  Before the settlement,
the official committee representing unsecured creditors had vowed
to fight the plan by pledging to vote against it and even seeking
the right to file a rival plan.

                     About Coldwater Creek

Coldwater Creek is a multi-channel retailer that offers its
merchandise through retail stores across the country, its catalog
and its e-commerce Web site, http://www.coldwatercreek.com/
Originally founded in Sandpoint, Idaho in 1984 as a direct,
catalog-based marketer, Coldwater evolved into a multi-channel
specialty retailer operating 334 premium retail stores, 31 factory
outlet stores and seven day spa locations throughout the United
States.

As of the bankruptcy filing, the Debtors domestically employ a
total of approximately 5,990 employees throughout their retail
locations, corporate headquarters and distribution, design and
call centers.

Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on
April 11, 2014, to liquidate their assets.

Coldwater Creek Inc. disclosed assets of $721,468,388 plus
undetermined amount and liabilities of $425,475,739 plus
undetermined amount.  Affiliate Coldwater Creek U.S. Inc.
estimated $100 million to $500 million in assets and liabilities.

The Debtors have drawn $37.5 million and have approximately
$10 million in letters of credit outstanding under a senior
secured credit facility (ABL facility) provided by lenders led by
Wells Fargo Bank, National Association, as agent.  The Debtors
also owe $96 million, which includes accrued interest and
approximately $23 million representing a prepayment premium
payable, under a term loan from lenders led by CC Holding Agency
Corporation, as agent.  Aside from the funded debt, the Debtors
have accumulated a significant amount of accrued and unpaid trade
and other unsecured debt in the normal course of their business.

The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.

The U.S. Trustee for Region Three named seven creditors to serve
on the official committee of unsecured creditors.  Lowenstein
Sandler LLP represent the Committee.


COMMONWEALTH REIT: Moody's Confirms Ba1 Preferred Stock Rating
--------------------------------------------------------------
Moody's Investors Service confirmed the Baa3 senior unsecured and
Ba1 preferred stock ratings of CommonWealth REIT (NYSE: CWH). The
outlook is negative. This action concludes Moody's review started
on March 7, 2014.

The following ratings were confirmed with a negative outlook:

CommonWealth REIT -- senior unsecured debt at Baa3; preferred
stock at Ba1; senior unsecured shelf at (P)Baa3; preferred stock
shelf at (P)Ba1.

Ratings Rationale

These ratings actions reflect the resolution of the office REIT's
prolonged and distracting struggle between activist investors and
its former management team and Board of Directors. On May 23,
2014, a new slate of trustees was elected to the Board, including
Samuel Zell as Chairman and six other Directors with diverse and
substantive backgrounds. This Board has put a new management team
in place, which enables the REIT to move forward with a strategy
to improve its operations and growth profile.

Despite the increased visibility with respect to governance,
Moody's  note that new management is still challenged with the
task of improving operations of a large, nationally diverse real
estate portfolio, which has a substantial portion of non-core,
weak assets with high vacancy. The negative outlook reflects the
execution risk associated with transitioning and improving the
REIT's operations and growth profile.

Moody's notes CWH's announcement that it has sold its 22 million
shares of Select Income REIT (SIR) to Government Properties Income
Trust and Reit Management & Research LLC for about $705 million
generates substantial liquidity while disposing of a non-core
holding. The REIT is evaluating options for use of proceeds,
including potential debt repayments and other corporate purposes.
CWH has $5 million of debt maturities remaining in 2014 and $422
million (including its revolver balance) in 2015. Moody's
considers CWH to have sufficient liquidity to meet these upcoming
obligations.

A return to stable would likely reflect improving core occupancy
trends and substantial progress in repositioning its portfolio
resulting in an improved long-term growth profile. Sustaining Net
Debt/EBITDA below 6.5x and fixed charge coverage above 2.5x would
also be necessary to return to stable.

A downgrade would be precipitated by continued negative operating
trends or a shift in capital strategy by the new management team,
as evidenced by increased use of secured or overall portfolio
leverage.

The last rating action with respect to CommonWealth REIT was on
March 7, 2014 when the ratings were placed on review for
downgrade.

CommonWealth REIT (NYSE: CWH) is an internally managed and self-
advised real estate investment trust, which primarily owns office
buildings located in central business districts and suburban
locations across the United States, with executive offices in
Chicago, Illinois.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.


CRUMBS BAKE SHOP: Investor Group Says Co. to Seek Sale in Ch. 11
----------------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
days after abruptly closing its dozens of cupcake stores, Crumbs
Bake Shop Inc. filed for Chapter 11 protection on the evening of
July 11 with plans to sell itself to an investor group that
includes CNBC host Marcus Lemonis and Dippin' Dots owner Fischer
Enterprises.

According to the report, the company, which once sold four-inch,
frosting-laden cupcakes for as much as $4.50 each, listed assets
and liabilities of between $10 million and $50 million each in a
filing made in U.S. Bankruptcy Court in New Jersey.  In a
statement, the investor group said it plans to provide Crumbs with
financing to complete the Chapter 11 process and, subject to court
approval, intends to acquire Crumbs' assets to create a new,
privately held company that will reopen Crumbs stores, the report
related.


DAVE & BUSTER: Moody's Hikes Corp. Family Rating to 'B2'
--------------------------------------------------------
Moody's Investors Service upgraded Dave & Buster's Inc.'s ("D&B")
ratings, including its Corporate Family Rating ("CFR") to B2 from
B3, Probability of Default Rating to B2-PD from B3-PD, senior
secured rating to Ba2 from Ba3, and its senior unsecured rating to
B2 from B3. Concurrently, Moody's rated the company's proposed
$580 million bank facility B2 and assigned a Speculative Grade
Liquidity rating of SGL-2. The company is planning to use the
proceeds from the proposed bank facility to refinance its existing
debt, including the holdco PIK notes. The Ba2 rating on the
existing senior secured debt and B2 rating on the existing senior
unsecured debt will be withdrawn when the transaction closes. The
rating outlook has been revised to stable from positive. All
ratings are subject to the execution of the transaction as
currently proposed and Moody's review of final documentation.

Ratings upgraded:

  Corporate Family Rating to B2 from B3

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

Ratings upgraded and to be withdrawn upon completion of the
refinancing:

  $50 million senior secured revolving credit facility due 2015
  to Ba2 (LGD2) from Ba3 (LGD2)

  $148 million senior secured term loan due 2016 to Ba2 (LGD2)
  from Ba3 (LGD2)

  $200 million senior unsecured notes due 2018 to B2 (LGD4) from
  B3 (LGD4)

Rating assigned:

  $50 million senior secured 5-year revolver at B2 (LGD3)

  $530 million senior secured 6-year term loan at B2 (LGD3)

  Speculative Grade Liquidity rating at SGL-2

Ratings Rationale

The upgrade reflects the company's improved operating performance,
higher earnings and positive same store sales growth which have
helped improve the company's leverage and coverage metrics. The
upgrade also reflects D&B's announcement that it intends to
refinance its current capital structure -- including approximately
$150 million of holdco PIK notes -- with lower cost debt and its
improved liquidity profile expected to result from the proposed
transaction. D&B's existing revolver is due to expire in less than
one year (June 2015) while the proposed revolver expires in 2019.

D&B is planning on raising $580 million in senior secured bank
facilities, including a $50 million 5-year senior secured revolver
and $530 million 6-year senior secured term loan. The proceeds
from the proposed facilities will be used to refinance the
company's existing debt balances, add cash to the balance sheet,
and pay fees and expenses. The proposed refinancing is expected to
materially lower the company's cost of debt, extend its debt
maturity profile, and facilitate further debt reduction, all
positives which support the rating upgrade. Debt reduction is
expected from the approximate $5 million in annual cash interest
savings and the elimination of the PIK feature in the existing
holdco discount notes that added approximately $15 million of
incremental debt per year.

D&B's same store sales have outpaced its peers with positive
results in seven of the last nine quarters. This has helped the
company improve its operating profit about 30% to $57 million for
the LTM period ended May 4, 2014 from $44 million at the end of
fiscal 2012. Pro forma for the proposed transaction, debt/EBITDA
and EBITA/interest are estimated to be 5.4 times and about 2.0
times, respectively (metrics are adjusted for Moody's standard
adjustments and does not include add backs for stock based
compensation expense or management fees).

The B2 rating on the proposed senior secured bank facility, the
same as the CFR, reflects the fact that it will make up the
preponderance of the capital structure. A 50% family recovery rate
was used due to the fact that the credit agreement is considered
covenant lite, there is expected to only be a springing leverage
covenant on the revolver based on utilization. The senior secured
bank facility is expected to have guarantees from subsidiaries and
a first-lien interest in the company's assets.

D&B's SGL-2 reflects its good liquidity profile. Moody's expects
over the next 12 to 18 months the company will generate sufficient
free cash flow to cover its interest expense, required
amortization and all capex while maintaining cash balances of
around $50 million. Assuming the transaction closes, D&B will have
a $50 million revolver in place that expires in 5 years. Moody's
does not expect the revolver will be utilized. If the transaction
does not close, D&B's external liquidity will be a constraint on
its liquidity profile as its current revolver expires in less than
1 year (June 2015).

D&B's stable rating outlook reflects Moody's expectations that the
company's earnings will continue to grow over the next 12 to 18
months as it grows the number of new/remodeled stores and
maintains positive same store sales, so that debt/EBITDA and
EBITA/interest expense will approximate 5.0 times and 2.0 times,
respectively. The stable rating outlook also includes Moody's
expectation that D&B will maintain a good liquidity profile during
a period where it plans to ramp up spending on new/remodeled
stores.

D&B's ratings could be upgraded if the company maintains positive
same store sales growth, maintains good returns on new store
openings and is able to sustain debt/EBITDA below 5.0 times and
EBITA/cash interest expense above 2.25 times. Ratings could be
downgraded if D&B's operating results or liquidity weakened, if
the company experiences a period of negative same store sales
growth, or if debt/EBITDA rises to above 6.0 times or
EBITA/interest expense dropped below 1.5 times.

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

Headquartered in Dallas, Texas, Dave & Buster's, Inc. is a leading
operator of large format, high volume specialty restaurant-
entertainment complexes. The company operates under the Dave &
Buster's and Dave & Buster's Grand Sports Caf' brand names and as
of June 1, 2014, owns 69 stores in the United States and Canada.
Revenues for the last twelve months ended May 4, 2014 were
approximately $660 million. The company is majority-owned by
private equity firm Oak Hill Capital Partners through a leveraged
buyout transaction completed in May 2010.


DAYBREAK OIL: Incurs $257,000 Net Loss in May 31 Quarter
--------------------------------------------------------
Daybreak Oil and Gas, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $257,659 on $810,429 of oil and gas sales for the
three months ended May 31, 2014, as compared with a net loss of
$645,670 on $228,604 of oil and gas sales for the same period in
2013.

The Company's balance sheet at May 31, 2014, showed $12.94 million
in total assets, $16 million in total liabilities and a $3.05
million total stockholders' deficit.

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

                          http://is.gd/ZDNB1i

                          About Daybreak Oil

Daybreak Oil and Gas, Inc. is an independent oil and natural gas
exploration, development and production company.  The Company is
headquartered in Spokane, Washington and has an operations office
in Friendswood, Texas.  The Company's common stock is quoted on
the OTC Bulletin Board market under the symbol DBRM.OB.  Daybreak
has over 20,000 acres under lease in the San Joaquin Valley of
California.

Daybreak Oil incurred a net loss available to common shareholders
of $1.54 million for the year ended Feb. 28, 2014, as compared
with a net loss available to common shareholders of $2.39 million
for the same period last year.

Daybreak Oil incurred a net loss of $2.23 million on $974,680 of
revenue for the year ended Feb. 28, 2013, as compared with a net
loss of $1.43 million on $1.31 million of revenue for the year
ended Feb. 29, 2012.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Feb. 28, 2014.  The independent auditors noted that
Daybreak Oil and Gas, Inc. suffered losses from operations and has
negative operating cash flows, which raises substantial doubt
about its ability to continue as a going concern.


DETROIT, MI: City Entitled to Casinos Revenues, Judge Rules
-----------------------------------------------------------
Mary Williams Walsh, writing for writing for The New York Times'
DealBook, reported that a federal judge ruled that Detroit was
entitled to casino revenue worth about $15 million a month and
could use the money to settle its debts in bankruptcy, rejecting
arguments from a bond insurer that the money was beyond the city's
reach.

According to the report, the insurer, Syncora Guarantee, said it
would appeal the decision quickly to the United States Court of
Appeals for the Sixth Circuit so the matter could be resolved
before Detroit starts seeking court approval of its bankruptcy-
exit plan in mid-August.  An appeals court ruling in Syncora's
favor could reduce the pot of money that Detroit proposes to
distribute to its many creditors, and that, in turn, could disrupt
Detroit's planned exit from bankruptcy, the report related.

Also, Detroit's bankruptcy judge, Steven Rhodes, asked the United
States attorney general, Eric H. Holder Jr., to provide a brief on
whether Chapter 9 bankruptcy is unconstitutional if it impairs the
claims of property owners whose land has been seized under eminent
domain, or the demands for compensation of people injured in
confrontations with the police, the DealBook 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.


DEWEY & LEBOEUF: NY Prosecutor Asks Judge to Halt Civil Suit
------------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
Manhattan prosecutors pursuing criminal charges against former
leaders of the law firm Dewey & LeBoeuf LLP asked a bankruptcy
court judge to slow down a civil case against two of the
defendants.  According to the report, in a request filed in U.S.
Bankruptcy Court in Manhattan, assistant district attorney Steve
Pilnyak requested all discovery to stop in a suit brought against
Dewey's ex-chief financial officer, Joel Sanders, and former
executive director, Stephen DiCarmine.

The civil suit seeks more than $21.8 million that Dewey's trustee
says the pair improperly received as the firm "fell deeper and
deeper into insolvency" ahead of its 2012 collapse, the Journal
related.  Attorneys for Messrs. DiCarmine and Sanders have also
asked U.S. Bankruptcy Judge Martin Glenn to halt the suit, over
the objections of Dewey's trustee, in light of the criminal
action, the Journal said.

                      About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.


DIGITAL CONSULTING: 1st Cir. Rules in Schussel Tax Appeal
---------------------------------------------------------
George Schussel appeals a decision of the United States Tax Court
holding him liable, as the recipient of a fraudulent transfer from
his former company, for the company's back taxes (including
penalties) of over $4.9 million, plus interest of at least $8.7
million.  On appeal, he does not dispute that his company
fraudulently transferred millions of dollars to him in an effort
to avoid paying income taxes to the IRS.  What he disputes is how
much he owes the IRS as a result of those transfers:

     1. he argues that the tax court erred in applying the
        federal tax interest statute, and that he should only
        have to pay the likely much lower amount of prejudgment
        interest that would be due under Massachusetts law.

     2. he claims that the tax court should have accepted his
        corrected tax returns as establishing the amount of the
        assets he misappropriated.

     3. he maintains that he should have received credit for
        money he loaned back to his company, which the company
        then used to pay his legal bills.

Beginning in the early 1980s, Schussel operated a Massachusetts
corporation called Digital Consulting, Inc.  Until 1996, DCI was a
subchapter C corporation.  During the relevant period, Schussel
controlled 95% of DCI.  Schussel set up an offshore shell company
to siphon DCI income into accounts that he controlled, all without
paying the requisite corporate or individual taxes.  DCI failed to
report all of its income to the IRS, and eventually, the IRS
issued a notice of deficiency regarding DCI's 1993, 1994, and 1995
tax returns.  DCI neither contested nor paid the assessed
liabilities.  It has been insolvent since 2004.

"Concluding that the tax court calculated prejudgment interest
under the wrong statute, we affirm in part, reverse in part, and
remand for further proceedings," the United States Court of
Appeals for the First Circuit ruled in a July 8, 2014 decision
available at http://is.gd/OYMVhxfrom Leagle.com.

The case is, GEORGE SCHUSSEL, Transferee, Petitioner, Appellant,
v. DANIEL I. WERFEL, Acting Commissioner of the Internal Revenue
Service, Respondent, Appellee, No. 13-1717 (1st Cir.).


DIOCESE OF GALLUP: Creditors May Probe Corpus Christi Diocese
-------------------------------------------------------------
Bankruptcy Judge David T. Thuma in New Mexico granted the request
of the Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Roman Catholic Church of the Diocese of Gallup,
to conduct a Rule 2004 examination of the Roman Catholic Diocese
of Corpus Christi.

The Debtor is the defendant in sexual abuse litigation related to
eight claims of childhood sexual abuse perpetrated by Fr. Clement
A. Hageman.  The Debtor has admitted that there are credible
allegations of sexual abuse by Fr. Hageman. Fr. Hageman was
ordained in 1930 for the Diocese of Corpus Christi. He entered the
Diocese of Gallup and served in various capacities in parishes and
missions of the Diocese of Gallup from approximately 1940 until
his death in 1975.

The Committee asserts the Debtor has causes of action against DCC
arising from its nondisclosure of information regarding Fr.
Hageman, including but not limited to claims for contribution,
indemnity, negligent nondisclosure, negligent misrepresentation,
and fraud.  For its part, the Debtor states it would use any funds
recovered from DCC to help fund a plan of reorganization.

The UCC's proposed examination pursuant to Fed.R.Bankr.P. 2004
seeks to discover DCC's financial resources to pay claims against
it, i.e. 10 years of financial statements and detailed information
about potential insurance coverage.  The proposed examination also
seeks financial and insurance information about six allegedly
affiliated entities: Catholic Charities and Mother Teresa Shelter;
Diocese of Corpus Christi Deposit & Loan Fund, Inc.; Diocesan
Telecommunications, Inc.; Diocese of Corpus Christi Perpetual
Benefit Endowment Fund, Inc.; and Villa Maria of Corpus Christi,
Inc.

A copy of the Court's July 8, 2014 Memorandum Opinion is available
at http://is.gd/aztg5mfrom Leagle.com.

                  About the Diocese of Gallup, NM

The Diocese of Gallup, New Mexico, principally encompasses
American Indian reservations for seven tribes in northwestern New
Mexico and northeastern Arizona. It is the poorest diocese in the
U.S.

There are 38 active priests working in the Diocese and 27
permanent deacons also serve the Diocese along with five
seminarians.  The Diocese and its missions, schools and ministries
employ approximately 50 people, and a significant number of
additional people offer their services as volunteers.

The diocese sought bankruptcy protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.M. Case No. 13-bk-13676) on Nov. 12,
2013, in Albuquerque, New Mexico amid suits for sexual abuse
committed by priests.

The bishop previously said bankruptcy will be "the most merciful
and equitable way for the diocese to address its responsibility."

The abuse mostly occurred in the 1950s and early 1960s, the bishop
said.

The petition shows assets and debt both less than $1 million.

The Diocese of Gallup is the ninth Catholic diocese to seek
protection in Chapter 11 bankruptcy.

The Official Committee of Unsecured Creditors appointed in the
case is represented by:

     James I. Stang, Esq.
     PACHULSKI STANG ZIEHL & JONES LLP
     10100 Santa Monica Boulevard, 13th Floor
     Los Angeles, CA 90067
     Tel: (310) 277-6910
     Fax: (310) 201-0760
     Email: jstang@pszjlaw.com


DMW MARINE: Court Narrows Trustee's Suit v. Weidner et al.
----------------------------------------------------------
Michael H. Kaliner, the chapter 7 trustee for DMW Marine, LLC,
commenced an adversary proceeding on May 16, 2013, by filing a
complaint against DMW Marine LLC (DE), DMW Marine Group, LLC, and
Douglas M. Weidner.  The Complaint asserts six claims for relief:

     (1) Count I: Successor Liability under 28 U.S.C. Sec. 2201

     (2) Count II: Actual Fraud under 11 U.S.C. Sections
         548(a)(1)(A) and 544(b)(1); 12 Pa.C.S. Sec. 5104(a)

     (3) Count III: Constructive Fraud under 11 U.S.C. Sections
         548(a)(1)(B) and 544(b)(1); 12 Pa.C.S. Sections 5104(b)
         and 5105

     (4) Count IV: Post-Petition Transfers under 11 U.S.C.
         Sec. 549

     (5) Count V: Recovery of Transfers under 11 U.S.C. Sec. 550

     (6) Count VI: Trademark and Copyright Infringement

The Defendants filed a motion for summary judgment and supporting
brief on February 27, 2014, to which the Trustee filed a response
on March 28, 2014.

Bankruptcy Judge Eric L. Frank for the Eastern District of
Pennsylvania ruled that:

     (1) The Motion is granted, in part, and denied, in part.

     (2) As to Count I for Successor Liability, the Motion
         is denied.

     (3) As to Count II for fraudulent transfers made with
         actual fraudulent intent pursuant to 11 U.S.C. Sections
         548(a)(1)(A) and 544(b)(1), and 12 Pa.C.S.A. Sec.
         5104(a), the Motion is denied.

     (4) As to Count III for fraudulent transfers made with
         constructively fraudulent intent pursuant to 11 U.S.C.
         Secs. 548(a)(1)(B) and 544(b)(1), and 12 Pa.C.S. Secs.
         5104(b) and 5105, the Motion is denied.

     (5) As to Count IV for post-petition transfers pursuant to
         11 U.S.C. Sec. 549, the Motion is denied.

     (6) As to Count V for recovery of avoided transfers pursuant
         to 11 U.S.C. Sec. 550, the Motion is denied.

     (7) As to Count VI:

         (a) on the Trustee's claim for Trademark Infringement,
             the Motion is granted;

         (b) on the Trustee's claim for Copyright Infringement,
             the Motion is granted;

         (c) Judgment is entered on Count VI in favor of the
             Defendants and against the Trustee.

The case is, MICHAEL H. KALINER, Trustee of the Estate of DMW
Marine, LLC, Plaintiff, v. DMW MARINE, LLC (DE), DMW MARINE GROUP,
LLC, and DOUGLAS M. WEIDNER, Defendants, Adv. Proc. No. 13-0292
(Bankr. E.D. Pa.).  A copy of the Court's July 10, 2014 Order is
available at http://is.gd/52GW91from Leagle.com.

                         About DMW Marine

DMW Marine, LLC, based in Exton, PA, filed for Chapter 11
bankruptcy (Bankr. E.D. Pa. Case No. 11-13953) on May 17, 2011.
Judge Jean K. FitzSimon presides over the case.  Charles M.
Golden, Esq., at Obermayer Rebmann Maxwell & Hippel LLP, served as
the Debtor's counsel.  DMW Marine estimated $100,001 to $500,000
in assets and under $10 million in debts.  A list of the Company's
20 largest unsecured creditors filed together with the petition is
available for free at: http://bankrupt.com/misc/paeb11-13953.pdf
The petition was signed by Michael Antonoplos, receiver.

Affiliate, Douglas M. Weidner filed a Chapter 11 petition (Case
No. 10-31034) on Dec. 23, 2010.

DMW Marine's case was later converted to Chapter 7 and Michael H.
Kaliner was named Chapter 7 Trustee.


DUPONT FABROS: S&P Revises Outlook to Stable & Affirms 'BB-' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook on
Washington, D.C.-based DuPont Fabros Technology Inc. and its
subsidiary, DuPont Fabros Technology L.P. (collectively, DuPont
Fabros or DFT), to stable from positive.  At the same time, S&P
affirmed its 'BB-' corporate credit ratings on both entities.  S&P
also affirmed its 'BB' issue rating on the company's senior
unsecured notes due 2021; the recovery rating on this debt remains
'2'.

"The revision of our rating outlook on DuPont Fabros to stable
from positive reflects our reassessment of the significance of its
high tenant and asset base concentration," said Standard & Poor's
credit analyst Scott Sprinzen.  S&P also believes there is limited
room for better pricing in the data center space as compared to
our previous expectations.  S&P considers that stronger
competition in the industry from in-house data centers will
constrain DFT's ability to increase rental prices in the next few
years.  S&P do not believe that DFT will face a steep pricing
decline given that its average lease term is close to seven years;
however, S&P believes that it will gradually adjust its rental
rates to remain competitive.

S&P is affirming its ratings on DFT based on the company's "weak"
business risk profile and "significant" financial risk profiles
(as S&P's criteria define those terms).

DuPont Fabros' asset base is relatively small compared with other
U.S. REITs S&P rates, as its net income-producing properties had a
book value of $2.1 billion as of March 31, 2014.  Its current
operational properties consist of 10 state-of-the-art data centers
(2.6 million gross square feet) in four key markets: seven in
northern Virginia, one in northern New Jersey, one in Chicago, and
one in northern California.  Although DFT shows high asset
concentration in the northern Virginia market, the concentration
is somewhat mitigated by that area's position as the fastest-
growing market for wholesale data centers because of its
comparatively low labor costs and tax incentives.  S&P expects
DuPont Fabros' will maintain a strong focus on this location
because it will likely develop the bulk of its backlog there.

The stable outlook reflects S&P's expectation that DuPont Fabros
will maintain high- to mid-single-digit revenue growth and
capacity utilization above 90%, with the completion and
stabilization of properties under development.  S&P expects
adjusted debt to EBITDA will remain within the 5x to 6x range and
FCC of about 3.5x to 3.7x over the next couple of years.

Although unlikely in the next couple of years, if DuPont Fabros
ultimately achieves greater tenant and geographic diversity, S&P
could reassess the company's business risk position and consider a
rating upgrade.  Also, significant deleveraging, with debt to
EBITDA (including preferred stock as debt) below 4.5x and FCC
consistently above 3.1x could lead to a positive rating action.

Increased vacancy rates (for example, owing to major tenant
defections) or more-significant-than-anticipated pressure on
rental rates, impinging on DuPont's financial performance, could
lead to a downgrade.  Likewise, a downgrade could occur if the
company were to adopt an aggressive debt-financed acquisition
strategy such that adjusted debt to EBITDA increases above 9.5x.


DUTCH GOLD: Unit Buys '524 Patent From Tetra Micro
--------------------------------------------------
Dutch Gold Resources, Inc., through its subsidiary, Ascendant
Analytics, Inc., on July 10, 2014, completed an agreement with
Tetra Micro Labs, Inc., to acquire the Provision Patent 61/977,524
for a combination of cash and stock.

Pursuant to the Agreement, Ascendant will pay 25 million shares of
restricted common stock in Dutch Gold to Tetra Micro.  Ascendant
will grant the seller an ongoing royalty on the sale of products
in the amount of 7.5 percent of the net income of the sales
generated by that patent for the life of the product.  Ascendant
will also pay Tetra Micro $60,000.

The agreement is available for free at http://is.gd/CZsbUV

                          About Dutch Gold

Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI)
-- http://www.dutchgoldresources.com/-- is a junior gold miner
focused on developing its existing mining properties in North
America and acquiring and developing new mines that can enter into
production in 12 to 24 months.

After auditing the 2011 results, Hancock Askew & Co., LLP, in
Norcross, Georgia, noted that the Company has limited liquidity
and has incurred recurring losses from operations and other
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $4.58 million on $0 of sales in
2011, compared with a net loss of $3.69 million on $0 of revenue
in 2010.  The Company's balance sheet at Sept. 30, 2012, showed
$2.65 million in total assets, $7.17 million in total liabilities
and a $2.23 million total stockholders' deficit.


EDRA BLIXSETH: Court Okays Disbursement of Funds
------------------------------------------------
Bankruptcy Judge Ralph B. Kirscher granted the motion of Richard
Samson, the Chapter 7 Trustee of the estate of Edra D. Blixseth,
for approval of disbursement of funds.  The Chapter 7 Trustee
filed the motion on May 15, and the Bankruptcy Court held a
hearing on July 8.  According to Judge Kirscher, Mr. Samson is
authorized to disburse the funds now held in Datsopoulos,
MacDonald & Lind, P.C.'s trust account as follows:

     Edra D. Blixseth (81.63%)                  $15,481.53
     Yellowstone Mountain Club, LLC (11.73%)     $2,224.65
     Yellow Sign, Inc. (3.06%)                     $580.35
     Prim1988 Revocable Trust (1.53%)              $290.17
     CB Sunrise Capital, LLC (1.02%)               $193.45
     Rogers Investment Partners, LP (0.515%)        $97.67
     MJD Partners, L.P. (0.515%)                    $97.67
                                                ----------
     Total                                      $18,965.49

The Court overruled the objection of Western Capital Partners,
LLC, to the Chapter 7 Trustee's motion.  The Court held that
Western Capital's argument that Mr. Samson has violated the terms
of the order confirming Western Capital's Amended Plan of
Reorganization is not necessary.  That argument is meritless, the
judge said.

A copy of the Court's July 10, 2014 Memorandum of Decision is
available at http://is.gd/a2ijHhfrom Leagle.com.

                     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.

                     About Edra D. Blixseth

Edra D. Blixseth owns the Porcupine Creek Golf Club in Rancho
Mirage and the Yellowstone Club in Montana.  Ms. Blixseth filed
for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D.
Mont. Case No. 09-60452).  Gary S. Deschenes, Esq., at Deschenes &
Sullivan Law Offices assists Ms. Blixseth in her restructuring
efforts.  The Debtor estimated $100 million to $500 million in
assets and $500 million to $1 billion in debts.  The Debtor's case
was converted from a Chapter 11 to a Chapter 7 by Court order
entered May 29, 2009.


ELBIT IMAGING: Annual Shareholders' Meeting Set on August 14
------------------------------------------------------------
Elbit Imaging Ltd. has scheduled its 2014 annual shareholders
meeting to take place Thursday, Aug. 14, 2014, at 11:00 a.m.
(Israel time), at the offices of the Company, located at 5
Kinneret Street, Bnei Brak, Israel.  The record date for the
meeting is July 15, 2014.

The agenda of the meeting are as follows:

   1. To re-elect the following members of the Company's Board of
      Directors: Alon Bachar, Eliezer Avraham Brender, Ron
      Hadassi, Shlomi Kelsi, Yoav Kfir, Boaz Lifschitz and Nadav
      Livni;

   2. To authorize the Company's Board of Directors to effect a
      reverse share split of all of the Company's ordinary shares,
      no par value, at a ratio not to exceed one-for-twenty, and
      to approve related amendments to our Memorandum and Articles
      of Association;

   3. To approve for Mr. Ron Hadassi to serve as the Company's
      Chairman of the Board and acting Chief Executive Officer
      until no later than March 31, 2015;

   4. To approve a compensation policy for the Company's directors
      and officers;

   5. To approve the compensation for the Company's Chairman, Mr.
      Ron Hadassi;

   6. To approve a Consultancy Agreement with the Company's
      Director, Mr. Boaz Lifschitz;

   7. To approve compensation for the Company's non-external
      directors;

   8. To re-appoint Brightman Almagor Zohar & Co., a member of
      Deloitte, as the Company's independent auditors until the
      next annual general meeting of shareholders; and

   9. To discuss the Company's financial statements for the years
      ended Dec. 31, 2012, and 2013

                      About Elbit Imaging Ltd.

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

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

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

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

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

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


ELBIT IMAGING: Dutch Court OKs Debt Restructuring Plan of Unit
--------------------------------------------------------------
Elbit Imaging Ltd. said that Plaza Centers N.V.'s restructuring
plan had been confirmed by the Dutch Court.  This follows Plaza
Centers receiving approval from 92% of creditors voting in favor
of the Plan.

The Plan together with a prospectus detailing the proposed
amendments to the terms of the Israeli Series A and Series B
bonds, as well as other provisions applicable to the relevant
creditors, is available to view on the Plaza's Web site at:

                        www.plazacenters.com

Elbit Imaging holds directly and indirectly approximately 62.5% of
the outstanding shares of Plaza Centers.

                     Annual Meeting on August 14

Elbit Imaging has scheduled its 2014 annual shareholders meeting
to take place Thursday, Aug. 14, 2014, at 11:00 a.m. (Israel
time), at the offices of the Company, located at 5 Kinneret
Street, Bnei Brak, Israel.  The record date for the meeting is
July 15, 2014.

Proxy statements describing the proposals on the agenda and proxy
cards for use by shareholders that cannot attend the meeting in
person will be sent by mail, on or about July 18, 2014, to the
Company's shareholders of record and to shareholders that hold
shares registered with the American Stock Transfer & Trust
Company.

The agenda of the meeting is as follows:


   1. To re-elect the following members of the Company's
      Board of Directors: Alon Bachar, Eliezer Avraham Brender,
      Ron Hadassi, Shlomi Kelsi, Yoav Kfir, Boaz Lifschitz and
      Nadav Livni;

   2. To authorize the Company's Board of Directors to effect a
      reverse share split of all of the Company's ordinary shares,
      no par value at a ratio not to exceed one-for-twenty, and to
      approve related amendments to the Company's Memorandum and
      Articles of Association;

   3. To approve for Mr. Ron Hadassi to serve as the Company's
      Chairman of the Board and acting chief executive officer
      until no later than March 31, 2015;

   4. To approve a compensation policy for the Company's directors
      and officers;

   5. To approve the compensation for the Company's Chairman, Mr.
      Ron Hadassi;

   6. To approve a Consultancy Agreement with the Company's
      Director, Mr. Boaz Lifschitz;

   7. To approve compensation for the Company's non-external
      directors;

   8. To re-appoint Brightman Almagor Zohar & Co., a member of
      Deloitte, as the Company's independent auditors until the
      next annual general meeting of shareholders; and

   9. To discuss the Company's financial statements for the years
      ended Dec. 31, 2012 and 2013.

                      About Elbit Imaging Ltd.

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

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

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

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

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

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


EMERALD PERFORMANCE: S&P Affirms 'B' CCR; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Emerald Performance Group Holding LLC.  The
outlook remains stable.

At the same time, based on preliminary terms and conditions, S&P
assigned a 'B' issue-level rating to subsidiary Emerald
Performance Materials LLC's proposed $600 million first-lien
credit facilities consisting of a $75 million revolving credit
facility and $525 million first-lien term loan.  The recovery
rating on this debt is '3', indicating S&P's expectation of
meaningful recovery (50% to 70%) in the event of payment default.

S&P also assigned an issue-level rating of 'CCC+' to the
subsidiary's proposed $230 million second-lien term loan.  The
recovery rating on this debt is '6', indicating S&P's expectation
of negligible recovery (0% to 10%) in the event of payment
default.

"The corporate credit rating reflects our assessment of Emerald's
business risk profile as 'fair' and financial risk profile as
'highly leveraged,' under our criteria," said Standard & Poor's
credit analyst Pranay Sonalkar.

S&P's assessment of Emerald's "fair" business risk profile
reflects the company's exposure to some highly cyclical end
markets related to autos, tires, and coatings and adhesives, and
vulnerability to volatile raw material prices.  These weaknesses
are partly offset by its respectable positions in niche products,
improving EBITDA margins, and good customer and geographic
diversity.

With annual revenues of about $720 million, Emerald manufactures
specialty ingredients and additives such as preservatives,
flavors, and fragrances and performance- and flexibility-enhancing
modifiers in coatings, composites, and rubber that are important
inputs in end-customer applications because they are typically an
essential element to the quality of the finished product.  Its
products are often specified ingredients in customer formulations
and products, which offers the company some protection from
competitive products.  The outlook is stable.  Although S&P
expects Emerald's credit measures to remain highly leveraged, the
improved earnings from recent investments in K-Flex capacity and
the company's niche position in key specialty chemicals should
support the current rating.  S&P expects the company to generate
meaningful free cash flow of more than $25 million per year in
2014 and 2015 and use part of this for debt repayment such that
FFO to debt improves to around 10% and debt to EBITDA to around 6x
by the end of 2015.

Although S&P considers an upgrade unlikely, it could raise the
ratings slightly if the company's business risk profile improves,
possibly as a result of increased operating efficiency or a
stronger competitive advantage, and the company was to maintain
leverage under 5x through a business cycle.  This would also
require financial policies that support the higher rating.

S&P could lower the rating if unexpected cash outlays or business
difficulties significantly reduce the company's liquidity.  In
addition, S&P could lower the rating if leverage exceeds 7x or the
company's free cash flow generation were to turn negative.  S&P
thinks this could occur if the company's revenues were to decline
2% or if operating margins were to decline by 100 basis points.


ENDEAVOUR INTERNATIONAL: BlackRock Lowers Stake to 3.4%
-------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that as of
June 30, 2014, it beneficially owned 1,742,817 shares of common
stock of Endeavour International Corp. representing 3.4 percent of
the shares outstanding.  BlackRock previously owned 4,860,983
common shares at Dec. 31, 2013.  A full-text copy of the
regulatory filing is available for free at http://is.gd/J61M6q

                     About Endeavour International

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

Endeavour International reported net loss of $95.47 million in
2013, a net loss of $126.22 million in 2012 and a net loss of
$130.99 million in 2011.  As of March 31, 2014, the Company had
$1.53 billion in total assets, $1.49 billion in total liabilities,
$43.70 million in series C convertible preferred stock and a $5.93
million stockholders' deficit.

                           *     *     *

As reported by the TCR on April 2, 2014, Moody's Investors Service
upgraded Endeavour International Corporation's Corporate Family
Rating (CFR) to Caa2 from Caa3.  "The rating upgrade to Caa2
reflects the recent equity issuance and other first quarter
financing transactions that have improved Endeavour
International's liquidity" commented Pete Speer, Moody's
Vice President.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Houston,
Texas-based Endeavour International Corp. (Endeavour) to 'CCC+'
from 'B-'.  The rating action reflects S&P's expectation that
Endeavour could have insufficient liquidity to meet its needs due
to the delay in production from its Rochelle development.


EPAZZ INC: IBC Funds Reports 9.9% Equity Stake
----------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission on July 9, 2014, IBC Funds LLC disclosed that it
beneficially owned 305,431,372 shares of common stock of Epazz,
Inc., representing 9.9 percent of the shares outstanding.

The shares of Common Stock were, as of Feb. 14,  2014, the maximum
amount of shares of Common Stock that could be owned directly by
IBC Funds LLC pursuant to an order entered by the Circuit Court of
the Twelfth Judicial Circuit in and for Sarasota County, Florida,
approving, among other things, the fairness of the terms and
conditions of an exchange pursuant to Section 3(a)(10) of the
Securities Act of 1933, as amended, in accordance with a
settlement agreement and stipulation between the Issuer and IBC in
the matter entitled IBC Funds LLC v. EPAZZ, INC.  IBC commenced
the Action against Epazz on Feb. 12, 2014, to recover $314,021 of
past-due accounts payable of the Issuer, which IBC had purchased
from vendors of the Issuer pursuant to terms of separate
receivable purchase agreements between IBC and those vendors.  The
Order provides for the full and final settlement of the Claim and
the Action.  The Settlement Agreement became effective and binding
upon Epazz and IBC upon execution of the Order by the Court on the
Settlement Date.

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

                       http://is.gd/f895Cb

                         About EPAZZ Inc.

Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of
Illinois on March 23, 2000, to create software to help college
students organize their college information and resources.  The
idea behind the Company was that if the information and resources
provided by colleges and universities was better organized and
targeted toward each individual, the students would encounter a
personal experience with the college or university that could lead
to a lifetime relationship with the institution.  This concept is
already used by business software designed to retain relationships
with clients, employees, vendors and partners.

Epazz incurred a net loss of $1.90 million on $1.19 million of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $336,862 on $735,972 of revenue for the year ended
Dec. 31, 2011.  The Company's balance sheet at Sept. 30, 2013,
showed $1.19 million in total assets, $2.03 million in total
liabilities and a $842,019 total stockholders' deficit.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has an accumulated deficit of $(4,114,756) and a
working capital deficit of $(681,561), which raises substantial
doubt about its ability to continue as a going concern.

                        Bankruptcy Warning

"We cannot be certain that any such financing will be available on
acceptable terms, or at all, and our failure to raise capital when
needed could limit our ability to continue and expand our
business.  We intend to overcome the circumstances that impact our
ability to remain a going concern through a combination of the
commencement of additional revenues, of which there can be no
assurance, with interim cash flow deficiencies being addressed
through additional equity and debt financing.  Our ability to
obtain additional funding for the remainder of the 2012 year and
thereafter will determine our ability to continue as a going
concern.  There can be no assurances that these plans for
additional financing will be successful.  Failure to secure
additional financing in a timely manner to repay our obligations
and supply us sufficient funds to continue our business operations
and on favorable terms if and when needed in the future could have
a material adverse effect on our financial performance, results of
operations and stock price and require us to implement cost
reduction initiatives and curtail operations.  Furthermore,
additional equity financing may be dilutive to the holders of our
common stock, and debt financing, if available, may involve
restrictive covenants, and strategic relationships, if necessary
to raise additional funds, and may require that we relinquish
valuable rights.  In the event that we are unable to repay our
current and long-term obligations as they come due, we could be
forced to curtail or abandon our business operations, and/or file
for bankruptcy protection; the result of which would likely be
that our securities would decline in value and/or become
worthless," according to the Company's annual report for the
period ended Dec. 31, 2012.


EPAZZ INC: IBC Funds No Longer a Shareholder
--------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, IBC Funds LLC disclosed that as of
May 23, 2014, it ceased to beneficially own any shares of common
stock of Epazz Inc.  A full-text copy of the regulatory filing is
available for free at http://is.gd/29FaK7

                            About EPAZZ Inc.

Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of
Illinois on March 23, 2000, to create software to help college
students organize their college information and resources.  The
idea behind the Company was that if the information and resources
provided by colleges and universities was better organized and
targeted toward each individual, the students would encounter a
personal experience with the college or university that could lead
to a lifetime relationship with the institution.  This concept is
already used by business software designed to retain relationships
with clients, employees, vendors and partners.

Epazz incurred a net loss of $1.90 million on $1.19 million of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $336,862 on $735,972 of revenue for the year ended
Dec. 31, 2011.  The Company's balance sheet at Sept. 30, 2013,
showed $1.19 million in total assets, $2.03 million in total
liabilities and a $842,019 total stockholders' deficit.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has an accumulated deficit of $(4,114,756) and a
working capital deficit of $(681,561), which raises substantial
doubt about its ability to continue as a going concern.

                        Bankruptcy Warning

"We cannot be certain that any such financing will be available on
acceptable terms, or at all, and our failure to raise capital when
needed could limit our ability to continue and expand our
business.  We intend to overcome the circumstances that impact our
ability to remain a going concern through a combination of the
commencement of additional revenues, of which there can be no
assurance, with interim cash flow deficiencies being addressed
through additional equity and debt financing.  Our ability to
obtain additional funding for the remainder of the 2012 year and
thereafter will determine our ability to continue as a going
concern.  There can be no assurances that these plans for
additional financing will be successful.  Failure to secure
additional financing in a timely manner to repay our obligations
and supply us sufficient funds to continue our business operations
and on favorable terms if and when needed in the future could have
a material adverse effect on our financial performance, results of
operations and stock price and require us to implement cost
reduction initiatives and curtail operations.  Furthermore,
additional equity financing may be dilutive to the holders of our
common stock, and debt financing, if available, may involve
restrictive covenants, and strategic relationships, if necessary
to raise additional funds, and may require that we relinquish
valuable rights.  In the event that we are unable to repay our
current and long-term obligations as they come due, we could be
forced to curtail or abandon our business operations, and/or file
for bankruptcy protection; the result of which would likely be
that our securities would decline in value and/or become
worthless," according to the Company's annual report for the
period ended Dec. 31, 2012.


ESSAR STEEL: Moody's Lowers Corporate Family Rating to Ca
---------------------------------------------------------
Moody's Investors Service downgraded Essar Steel Algoma's (ESA)
corporate family and probability of default ratings to Ca and Ca-
PD respectively from Caa1 and Caa1-PD respectively. At the same
time, the senior secured ABL term loan was downgraded to Caa1 from
B1, the senior secured notes were downgraded to Caa2 from B3, and
the senior unsecured notes were downgraded to C from Caa2. The
speculative grade liquidity rating remains at SGL - 4. The rating
outlook is stable. This completes the review for downgrade
initiated on May 30, 2014.

Issuer: Essar Steel Algoma Inc.

Downgrades:

Probability of Default Rating, Downgraded to Ca-PD from Caa1-PD

Corporate Family Rating, Downgraded to Ca from Caa1

Senior Secured Bank Credit Facility Sep 20, 2014, Downgraded to
Caa1(LGD2) from B1(LGD1)

Senior Secured Regular Bond/Debenture Mar 15, 2015, Downgraded
to Caa2 (LGD2) from B3(LGD3)

Senior Unsecured Regular Bond/Debenture Jun 15, 2015, Downgraded
to C(LGD5) from Caa2(LGD5)

Outlook Actions:

Outlook, Changed To Stable From Rating Under Review

Ratings Rationale

The downgrade reflects the company's extremely weak liquidity
position, high leverage, the election by the company to take
advantage of the 30 day grace period for payment of the June 15,
2014 interest installment (now due July 14, 2014), significant
debt maturities over the next year, including the September 2014
maturity of the US$350 million ABL term loan facility, and Moody's
expectation for meaningful losses on the secured and unsecured
debt as part of a restructuring of the capital structure.
Blackstone Advisory Partners is assisting ESA in evaluating
financing alternatives to improve the company's capital structure.

The downgrade also incorporates ESA's challenged operating
performance, which Moody's  do not expect to materially improve
over the next several quarters, notwithstanding some benefit from
a more market competitive iron ore supply contract, weak debt
protection metrics and high leverage. The company continued in its
2014 fiscal year (ended March 31, 2014) to incur quarterly losses
and for the nine months through December 31, 2013 had an operating
loss of $114 million (including Moody's standard adjustments --
mostly for pension) and negative EBITDA of roughly $29 million,
reflecting relatively weak steel prices realized and a continued
higher cost position due to its legacy iron ore supply contract.
Moody's expect the company's fourth quarter ended March 31, 2014
will also evidence a loss given the impact of severe winter
weather and the inability to ship on the Great Lakes.

The Ca corporate family rating also incorporates ESA's single-site
location, vulnerability to volatile prices for steel and a
continuing only gradual recovery in the overall steel markets,
which will, in Moody's view, continue to suppress the degree of
upward movement that can be achieved in steel prices. The rating
also considers the challenged liquidity position of the company,
although ESA obtained financing from external sources as well as
its parent to help support its operations during the seasonally
difficult winter months. In addition, the company has received
funding relief from the Government of Ontario for its defined
benefit plan, which sets fixed payments for the next three years
and lengthens the amortization period to 2024.

Under Moody's loss given default methodology, the Caa1 rating on
the ABL term loan reflects its superior position in the capital
structure and the expectation of significant recovery given the
first priority claim on receivables and inventory. The Caa2 rating
on the senior secured notes reflects the weaker security package
of this instrument to the ABL term loan. Both the ABL term loan
and secured notes benefit from the loss absorption capacity of
ESA's unsecured debt, pension obligations and accounts payable.
The Ca rating on the senior unsecured notes reflects the
subordination of these instruments to a considerable amount of
secured debt and the expectation of a considerable loss in value
in a default scenario.

The stable outlook reflects Moody's expectation that the ESA will
be able to accomplish a restructuring of its debt obligations,
although losses are likely on certain debt instruments.

Headquartered in Sault Ste. Marie, Ontario, Canada, ESA is an
integrated steel producer. Approximately 80% to 85% of ESA's sales
are sheet products with plate products accounting for the balance.
For the 12 months ending December 31, 2013, ESA generated revenues
of C$1.8 billion.

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


EL POLLO LOCO: 1st Lien Debt Amendment No Impact on Moody's CFR
---------------------------------------------------------------
Moody's Investors Service commented that El Pollo Loco Inc.'s
announcement that it intends to amend its first lien credit
agreement does not immediately affect its B3 Corporate Family
Rating ("CFR") or stable rating outlook as the amendment is
contingent upon the company successfully completing an IPO with
proceeds of at least $100 million. The company's B3-PD Probability
of Default Rating, B1 senior secured first lien rating and Caa2
second lien rating are also unaffected.

El Pollo Loco, Inc. ("EPL") headquartered in Costa Mesa,
California, is a quick-service restaurant chain specializing in
flame-grilled chicken and other Mexican-inspired entrees. The
company operated and franchised 401 restaurants primarily around
Los Angeles and throughout the Southwestern United States,
generating total revenues of approximately $320 million in the
last twelve months ended March 26, 2014. El Pollo is owned by two
private equity firms, Trimaran Capital Partners and FS Equity
Partners.


FINJAN HOLDINGS: Daniel Chinn Named Executive Chairman
------------------------------------------------------
The Board of Directors of Finjan Holdings, Inc., appointed Daniel
Chinn as executive chairman of the Board of Directors.  In light
of Mr. Chinn's appointment as executive chairman, the Nominating
and Corporate Governance Committee, which was previously comprised
of Daniel Chinn and Michael Eisenberg, was reconstituted to
consist of Michael Eisenberg and Alex Rogers, each of whom are
independent under applicable NASDAQ rules.

On July 10, 2014, the Company's President, Philip Hartstein, was
appointed president and chief executive officer of the Company,
and the Company's chief financial officer, Shimon Steinmetz, was
appointed chief financial officer and treasurer.

Additional information is available for free at:

                        http://is.gd/rvM6oX

                       Annual Meeting Results

The Company held its annual meeting on July 10, 2014, at which the
stockholders:

  (1) elected Eric Benhamou (Class 1), Daniel Chinn (Class 1),
      Michael Southworth (Class 2), Alex Rogers (Class 2), and
      Glenn Rogers (Class 2) as directors;

   2. ratified the appointment of Marcum LLP as the Company's
      independent registered public accounting firm for the fiscal
      year ending Dec. 31, 2014;

   3. approved the Finjan Holdings, Inc., 2014 Incentive
      Compensation Plan;

   4. approved amendments to the Company's current certificate of
      incorporation to (a) decrease the number of authorized
      shares of common stock from 1 billion to 80 million, (b)
      provide that the Board consist of between three and fifteen
      directors and to clarify provisions related to the Company's
      Board structure, (c) eliminate the ability of holders of the
      Company's common stock to vote on amendments relating solely
      to preferred stock, (d) provide for supermajority voting for
      amendments to bylaws by stockholders, (e) provide for
      supermajority voting for certain amendments to the charter,
      (f) provide for supermajority voting to remove directors for
      cause, (g) permit stockholder action only at a duly called
      meeting and to prohibit action by written consent of
      stockholders, (h) provide that the Court of Chancery of the
      State of Delaware will be the exclusive forum for certain
      legal actions, and (i) update provisions relating to
      indemnification and personal liability of directors.

   5. approved, on an advisory basis, the compensation paid to the
      Company's named executive officers; and

   6. approved, by an advisory vote, holding a stockholder
      advisory votes on executive compensation every three years.

                     $100MM Securities Offering

Finjan Holdings intends to sell securities with an aggregate
offering price of $100 million.  The Company's common stock is
listed on The NASDAQ Capital Market under the symbol "FNJN."  On
July 10, 2014, the closing price of the Company's common stock on
The NASDAQ Capital Market was $4.10 per share.  As of that date,
the aggregate market value of the Company's outstanding common
stock held by the Company's non-affiliates was approximately $51.5
million.  A full-text copy of the Form S-3 is available at:

                        http://is.gd/iO9ZC7

The Company also registered 2,196,836 shares of common stock
issuable under the Company's 2014 Incentive Compensation Plan for
an aggregate offering price of $9.09 million.  A full-text copy of
the Form S-8 prospectus is available at http://is.gd/TNevAj

                          About Finjan

Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats.  Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.

Finjan Holdings reported a net loss of $6.07 million in 2013
following net income of $50.98 million in 2012.  The Company
reported a net loss of $2 million on $175,000 of revenues for the
three months ended March 31, 2014.  The Company's balance sheet at
March 31, 2014, showed $26.91 million in total assets, $1.55
million in total liabilities and $25.35 million in total
stockholders' equity.


FIRED UP: Encourages Committee to Work with Other Parties
---------------------------------------------------------
Fired Up, Inc., responded to the objection of the Official
Committee of Unsecured Creditors to the Debtor's first motion to
modify and extend the authority to use cash collateral in the
ordinary course, stating that the Committee is encouraged to work
with other parties in a manner without consuming the estate.

The Committee has objected on the basis that the Debtor's budget
is not sufficient to cover all professional fees which the
Committee anticipates being incurred and that the Debtor's budget
does not include any allocation for the Committee for the months
of April, May and June 2014.

The Debtor said that its professionals and the Committee's must
work together under the same cap; and they will each have an
incentive to exercise their fiduciary duty to keep the fees
reasonable.  The Debtor added that any fees ultimately approved by
the Court will be paid as administrative expenses.  The amount
authorized to be paid on an interim basis is simply an advance
upon the fees finally allowed rather than a cap upon the total
amount to be paid subject to court approval.

As reported in the Troubled Company Reporter on April 7, 2014,
Judge Tony M. Davis gave the Debtor interim authority to use cash
collateral to pay its usual and necessary operating expenses.

All parties with an interest in cash collateral are granted a
replacement lien to the same extent, priority and validity as
their prepetition liens.  FRG Capital, LLC holds a blanket lien
upon the Debtor's assets.  FRG is controlled by insiders of the
Debtor and consents to the use of cash collateral.  GE Capital
Franchise Corporation has liens upon the Debtor's interest in real
and/or personal property at four of its locations.  Independent
Bank has a lien upon one of Debtor's locations.  Prosperity has a
lien upon a single location.  Xerox has a lien upon an individual
piece of equipment.

                       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: Has Until Oct. 23 to Decide on Real Property Leases
-------------------------------------------------------------
The Bankruptcy Court extended until Oct. 23, 2014, Fired Up,
Inc.'s time to assume or reject non-residential real property
lease agreements.

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: Taxing Authorities Want to Intervene in Stay Motion
-------------------------------------------------------------
Bexar County, Harris County and Tarrant County, Taxing
Authorities, ask the Bankruptcy Court for leave to intervene in
the motion of GE Capital Franchise Finance Corporation and General
Electric Capital Business Asset Funding Corporation of Connecticut
for relief from stay in the Chapter 11 case of Fired Up, Inc.

The Taxing Authorities are political subdivision of the State of
Texas and are authorized to asses, levy and collect ad valorem
taxes on property located within their jurisdictions.  The Taxing
Authorities are creditors of the Debtor and assert that all or
part of their claims against the Debtor are secured by a first and
superior liens on the property which is the subject of GEFF and
GEBAF's motion for relief from stay.  Therefore, the Taxing
Authorities said they are parties interested in that motion.

                       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: To Make Adequate Protection Payment to Independent Bank
-----------------------------------------------------------------
In the Chapter 11 case of Fired Up Inc., the Bankruptcy Court
ordered that the automatic stay provided by Section 362 of the
Bankruptcy Code will remain in effect pursuant to an agreement
with secured creditor Independent Bank.

Independent Bank requested for an order providing adequate
protection.

The Debtor will make adequate protection payments to Independent
Bank pursuant to a Promissory Note dated Dec. 10, 2008, and the
Modification and Extension of Note dated Dec. 5, 2011, in the
amount of $6,563 beginning Aug. 5, 2014, and maintain the payments
on a regular monthly basis as the payments come due.  The payments
will be applied to the indebtedness on the Note, Modification, and
Deed of Trust secured by the real property locally known as 3050
Silverlake Village Drive, Pearland, Texas, and the personal
property set forth on the UCC-1 Financing Statement.

The Debtors will also, among other things:

   1. maintain full-coverage insurance on the collateral of
Independent Bank in compliance with the requirements of the Note,
Modification, and Deed of Trust, and UCC-1, with Independent Bank
named as the designated loss-payee;

   2. pay in the ordinary course of business the 2014 ad valorem
property taxes when they become due directly to the appraisal
district collecting said ad valorem property taxes and will remain
current on ad valorem property taxes that become due and payable
for each year thereafter.

In the event Independent Bank does not receive any payments by the
dates, or in the event Debtor converts to Chapter 7, or in the
event Debtor fails to maintain insurance or pay ad valorem
property taxes on the collateral, Independent Bank may send
written notice to the Debtor and Debtor's attorney, and allow the
Debtor a 60-day period from the date of such written notice to
cure such delinquent payments.  In the event the Debtor fails to
cure the default within such 60-day period or in the event the
Debtor becomes delinquent after two notices of default, the
automatic stay will terminate as to Independent Bank without
further recourse to the Court, and it will be allowed to take any
and all steps necessary to exercise any and all rights it may have
in its collateral.

        Continuance of Hearing on FRG Adequate Protection

On June 27, FRG Capital, LLC, filed a second unopposed motion for
continuance of the hearing scheduled on July 3, 2014, to Aug. 7,
at 1:30 p.m.  FRG, the Debtor, and the Unsecured Creditor's
Committee request that the matter be reset for hearing in
approximately 30 days.

FRG Capital is represented by:

         Blake Rasner, Esq.
         HALEY & OLSON, P.C.
         510 North Valley Mills Drive, Suite 600
         Waco, TX 76710
         Tel: (254) 776-3336
         Fax: (254) 776-6823
         E-mail: brasner@haleyolson.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.


FISKER AUTOMOTIVE: Seeks to Pay $750,000 Success Fee to CRO
-----------------------------------------------------------
Fisker Automotive Inc., the defunct maker of hybrid autos, filed a
motion seeking authority from the U.S. Bankruptcy Court for the
District of Delaware to pay its chief restructuring officer a
$750,000 success fee on implementation of the liquidating Chapter
11 plan, Bill Rochelle, the bankruptcy columnist for Bloomberg
News, reports.  If approved, Beilinson Advisory Group LLC will be
paid the success fee in addition to monthly fees of $150,000 plus
expense reimbursement, Mr. Rochelle said.

U.S. Bankruptcy Judge Kevin Gross will convene a hearing on
July 28 to consider confirmation of Fisker's liquidation plan.
During that hearing, Judge Gross will also rule on Fisker's
request for the CRO Success Fee.  Moreover, at the July 28
hearing, Judge Gross will hear objections to the plan, including
the objection raised by Sven Etzelsberger, representative of the
similarly-situated employees who filed a class action alleging
that they were terminated without cause in violation of the
Workers Adjustment and Retraining Notification Act.  The WARN
Claimants complain that the Plan impairs them by dissolving their
named defendants, and by failing to set aside a special account
for the full amount of their priority claim in the event it is
allowed.

The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of the estate of Fisker Automotive Holdings,
Inc., et al., withdrew, without prejudice, its motion to terminate
the Debtors' exclusivity periods to permit it to file a plan of
liquidation.

The WARN Claimants are represented by Frederick B. Rosner, Esq.,
Julia Klein, Esq., and Andrew J. Roth-Moore, Esq., at THE ROSNER
LAW GROUP LLC, in Wilmington, Delaware; and Jack A. Raisner, Esq.,
and Rene S. Roupinian, Esq., at OUTTEN & GOLDEN LLP, in New York.

                     About Fisker Automotive

Fisker Automotive Holdings, Inc., developer of the Karma plug-in
hybrid electric sedan, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013.

Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition.  The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated.  The cars were assembled in Finland.

Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets.  The
company defaulted on its loan in April 2013.

Bankruptcy Judge Kevin Gross presides over the case.  The Debtors
have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C.,
Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James
E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel;
Beilinson Advisory Group as restructuring advisors; and Rust
Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.

On Nov. 5, 2013, the Official Committee of Unsecured Creditors
was appointed. The members are: (a) David M. Cohen; (b) Sven
Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna
E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc.
The Committee is represented by William R. Baldiga, Esq., and
Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti,
Esq., at Saul Ewing LLP.  Emerald Capital Advisors Corp. is the
financial advisors for the Committee.

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  The Committee,
however, wants a sale public sale, and has identified Wanxiang
America Corporation as stalking horse bidder.

Hybrid was initially under contract to buy Fisker in exchange for
$75 million of the $168.5 million government loan it acquired
immediately before the Debtor's Chapter 11 filing.  Hybrid later
raised its offer by adding an additional $1 million cash and
agreeing to share proceeds from the sale of a facility in Delaware
it doesn't intend to operate.  Hybrid also offered to pay real
estate taxes on the Delaware plant.  Hybrid also will waive $90
million in deficiency claims that otherwise would dilute unsecured
creditors' recovery.

Wanxiang, as stalking horse bidder, initially offered $25.8
million in cash.  However, Wanxiang has said it has raised its
offer by $10 million and is willing to go higher.

After the hearings on Jan. 10 and 13, the Court directed a public
auction, and capped Hybrid's credit bid to $25 million.

In response, Hybrid raised its offer to $55 million.

Hybrid is represented by Tobias Keller, Esq., and Peter
Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco,
California.

Wanxiang, which bought A123 Systems, Inc., a manufacturer of
lithium-ion batteries used in electric vehicles such as the Fisker
Karma, in a bankruptcy auction early in 2013 for $256.6 million,
is represented in Fisker's case by Sidley Austin LLP's Bojan
Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway
Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Kenneth J. Enos, Esq.

On Feb. 19, 2014, the Bankruptcy Court approved the sale of
Fisker's assets to Wanxiang America Corporation.  The sale closed
on March 24.  The sale to Wanxiang is valued at approximately $150
million, Fisker said in a news statement.

On March 27, 2014, the Court authorized Fisker Automotive Holdings
to change its name to FAH Liquidating Corp. and its affiliate,
Fisker Automotive Inc., to FA Liquidating Corp., following the
sale.


FORCE FUELS: KCG Americas Lowers Equity Stake to Less Than 1%
-------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, KCG Americas LLC disclosed that as of
June 30, 2014, it beneficially owned 18,958 shares of common stock
of Force Fuels, Inc., representing 0.14% based on outstanding
shares reported on the issuer's 10-Q/A filed with the SEC for the
period ended Oct. 31, 2011.  KCG Americas previously held 826,701
common shares at Dec. 31, 2013.  A full-text copy of the
regulatory filing is available for free at http://is.gd/YMCOU9

                          About Force Fuels

Costa Mesa, Calif.-based Force Fuels, Inc.'s principal business
during the period ended Oct. 31, 2011, was the acquisition and
management of oil, gas and alternative energy operations.  The
Company's common shares are currently quoted on the OTC Pink
market of OTC Markets Group, Inc. under the trading symbol "FOFU."

The Company's balance sheet at Oct. 31, 2011, showed $1.06 million
in total assets, $1.42 million in total liabilities, and a
stockholders' deficit of $358,092.

As reported in the TCR on Dec. 6, 2011, Sadler, Gibb & Associates,
LLC, in Salt Lake City, Utah, expressed substantial doubt about
Force Fuels' ability to continue as a going concern, following the
Company's results for the fiscal year ended July 31, 2011.  The
independent auditors noted that the Company had accumulated losses
of $3.8 million as of July 31, 2011.

The Company had notified the SEC regarding the late filing of its
quarterly report on Form 10-Q for the period ended Jan. 31, 2012,
citing limited accounting staff and incomplete financial
statements.  The Company has not filed any financial report since
the filing of its quarterly report for the period ended Oct. 31,
2011.


FULLCIRCLE REGISTRY: Inks $1.5MM Investment Agreement with Kodiak
-----------------------------------------------------------------
FullCircle Registry, Inc., on July 9, 2014, entered into a Stock
Purchase Agreement and a Registration Rights Agreement with Kodiak
Capital Group, LLC, under which Kodiak has agreed to provide the
Company with up to $1,500,000 of equity financing following
effectiveness of a registration statement on Form S-1.  The
Company plans to file a registration statement shortly.

Under the agreements, at such time as the registration statement
is declared effective by the Securities and Exchange Commission,
the Company can, from time to time, require Kodiak to purchase
shares of its Common Stock for an amount of financing to be
determined by the Company, up to an aggregate of $1,500,000, by
delivering to Kodiak a notice specifying the amount.  The number
of shares of Common Stock that Kodiak will purchase pursuant to
each notice is determined by dividing the amount set forth in the
notice by the purchase price, which is based on a discount from
the daily volume weighted average price (VWAP) of the common stock
during the five trading days immediately following the date of the
Put Notice.  There is no minimum amount the Company can specify in
a Put Notice at any one time.  Pursuant to the Stock Purchase
Agreement, Kodiak and its affiliates will not be issued shares of
the Company's Common Stock to the extent that issuance would
result in its beneficial ownership equaling more than 9.99% of the
Company's outstanding Common Stock.

On April 30, 2014, as a commitment fee in connection with securing
the Stock Purchase Agreement, the Company issued an aggregate of
1,500,000 shares of the Company's Common Stock, restricted in
accordance with Rule 144, to Kodiak.  The Company believes the
issuance was exempt from registration pursuant to Section 4(a) (2)
of the Securities Act of 1933.

                      About FullCircle Registry

Shelbyville, Kentucky-based FullCircle Registry, Inc., targets the
acquisition of small profitable businesses.  FullCircle Registry,
Inc., has become a holding company with three subsidiaries.  They
are FullCircle Entertainment, Inc., FullCircle Insurance Agency,
Inc. and FullCircle Prescription Services, Inc.  Target companies
for future acquisition are those in search of exit plans for the
owners and are intended to continue autonomous operations as
current ownership is phased out over a period of 3-5 years.

FullCircle Registry reported a net loss of $448,102 on $1.88
million of revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $369,784 on $1.86 million of revenues during
the prior year.  The Company's balance sheet at March 31, 2014,
showed $5.79 million in total assets, $6.03 million in total
liabilities and a $238,613 total stockholders' deficit.

Rodefer Moss & Co., PLLC, in New Albany, Indiana, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that FullCircle has suffered recurring losses from operations and
has a net working capital deficiency that raises substantial doubt
about the company's ability to continue as a going concern.


FUSION TELECOMMUNICATIONS: Amends 8.4MM Shares Resale Prospectus
----------------------------------------------------------------
Fusion Telecommunications International, Inc., amended its
registration statement with the U.S. Securities and Exchange
Commission covering the resale of an aggregate of 8,414,904 shares
of common stock of the Company which may be offered from time to
time by Ferentinos Enterprises LLC, Series 4, Donald G Drapkin,
Deerwood Associates, LP, Corre Opportunities Qualified Master Fund
LP, et al.

The shares being resold consist of:

   * 1,213,040 shares of issued and outstanding common stock;

   * 4,049,100 shares of common stock issuable upon conversion of
     outstanding Series B-2 Preferred Stock; and

   * 3,152,764 shares of common stock issuable upon exercise of
     outstanding common stock purchase warrants.

The Company will not receive any proceeds from the sale of these
shares by the selling security holders, but it may receive
proceeds from the exercise of the warrants, if exercised.

The Company's common stock is currently quoted on The Nasdaq
Capital Market and trades under the symbol "FSNN."  On July 7,
2014, the closing price for the Company's common stock was $ 5.40
per share.

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

                        http://is.gd/mYCWCA

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

Fusion Telecommunications incurred a net loss applicable to common
stockholders of $5.48 million in 2013, a net loss applicable to
common stockholders of $5.61 million in 2012 and a net loss of
$4.45 million in 2011.  The Company's balance sheet at March 31,
2014, showed $69.69 million in total assets, $58.51 million in
total liabilities and $11.18 million in total stockholders'
equity.


GEMINI HDPE: Moody's Assigns Ba2 Rating on $420MM Term Loan
-----------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to Gemini HDPE
LLC's ("Project Gemini" or "Gemini") senior secured credit
facilities consisting of a $420 million 7-year Senior Secured
Construction/Term Loan B due July 2021. Project Gemini's outlook
is stable.

Ratings Rationale

The Ba2 rating mainly reflects the Completion Agreements and
Tolling Guarantees (together, the "Guarantees") from each of INEOS
Group Holdings S.A. ("INEOS": B1, Stable) and Sasol Financing
(Pty.) Ltd. ("Sasol Financing"), a subsidiary of Sasol Limited
("Sasol": Baa1, Stable), balanced against the high susceptibility
of the project's standalone merchant economics to high-density
polyethylene (HDPE) margin volatility. While the guarantee from a
subsidiary of Sasol Limited, an investment grade rated credit,
considerably mitigates the project risk, the several-but-not-joint
nature of the guarantees and INEOS' B1 rating limit the extent to
which the risk is mitigated. Moreover, while the joint venture
will be equally owned, INEOS' role in the project is substantial
both from an operational and technology perspective. Moody's  also
observe that the Gemini project is 50% larger than the largest
existing plant using Innovene-S technology and as such,
uncertainty exists with regards to Sasol's willingness and/or
capability to operate the Innovene-S technology in the event of an
INEOS' default. That said, Moody's recognize the strength of the
Tolling Agreement and the Guarantees, which together provide
significant cash flow predictability.

The Ba2 rating further recognizes INEOS' and Sasol's experience
building and operating petrochemical manufacturing facilities
around the world and the $40 million contingency that is built
into the construction budget, albeit the proposed EPC contract is
structured on a cost-reimbursable basis. Additionally, the project
benefits from the Guarantees, and also from the 42 month Date
Certain provision for the completion of construction. Failure to
satisfy the Date Certain provision will be deemed an event of
default under the Credit Agreement. Moody's believe that the
completion risk is at its highest 7 quarters into the construction
phase, when proceeds of the entire $420 million credit facility
would have been spent against approximately $76 million of equity
contributions. However, Moody's views both INEOS and Sasol
Financing short to medium term liquidity situation as satisfactory
and captured in the Ba2 rating assignment.

The strength of the Tolling Agreement is a significantly credit
positive factor influencing the Ba2 assessment of the project.
INEOS Gemini HDPE Holding Company LLC ("INEOS HoldCo") and Sasol
Chemicals North America LLC ("Sasol CNA", and together with INEOS
HoldCo, the "Members") individually assume all obligations under
the Tolling Agreement as independent contractors. The Tolling
Agreement is effective from the closing of the project's financing
and the performance and payment obligations under Tolling
Agreement are guaranteed by INEOS and Sasol Financing
(collectively, the "Guarantors") on a several but not joint basis.
The Tolling Agreement is designed such that each Member is
responsible to supply half of the raw material (ethylene and 1-
hexene) and each Member will receive half of the production
output. The toll provides for adjustments in the event that either
Member elects not to supply its share of raw material. The right
to off-take product is a function of the Member's supply of raw
material.

The toll fee will be charged to the Members on a monthly basis. As
discussed, the toll fee is designed to cover all costs of
operating and maintaining the plant including fixed and variable
manufacturing costs, sustaining capital cost and debt service. The
toll fee payment obligation is absolute and unconditional and not
subject to abatement or set-off. Failure to cure the payment
default events as described in Section 10 of the Tolling Agreement
will result in a default under the Credit Agreement, hence
resulting in acceleration of the entire debt outstanding. Given
the Amortization Schedule in the Tolling Agreement and the
unconditional nature of the Tolling Agreement obligations, the
project is required to meet its debt service obligations
regardless of the completion of construction.

The project benefits from its locational advantage with direct
access to ethylene produced from low-cost shale gas feedstock
supply via five shale-gas based producer pipelines -- INEOS,
Lyondell North, Lyondell South, Shell and Flint Hills.
Furthermore, as NGL infrastructure expands, ethane supplies from
other shale regions are moving towards the US Gulf Coast.
Currently INEOS' Chocolate Bayou facility produces all of the
ethylene required to supply for INEOS' share of the Gemini
project. Sasol's existing Lake Charles ethylene cracker produces
part of Sasol CNA's share for the Gemini project and Sasol CNA
will acquire the rest from the market. However, once Sasol's Lake
Charles build out is complete (18-24 months after COD of Gemini),
Sasol anticipates it will have more than the required ethylene to
supply for Gemini's off-take.

By integrating into the INEOS' Battleground Manufacturing Complex
(BMC complex), the project benefits from shared fixed costs
between the existing facilities and the plant through increased
management oversight, a reduced implementation timeline, and
access to experienced and trained employees. The plant employs
INEOS as both the operator and the provider of its proprietary
Innovene-S technology, which is used globally by over 10 global
chemical companies. As the largest global operator, INEOS has
significant expertise operating assets with the Innovene-S
technology. However, INEOS' deep expertise, its role in the
project and its proprietary technology pose an increased risk to
investors in the event of an INEOS' default. The uncertainty
around Sasol's willingness -- vis-...-vis it's focus on the Lake
Charles facility -- to step in for INEOS' 50% obligations under
the Tolling Agreement and Sasol's capability to run a seamless
operation in the absence of INEOS are factors that weigh on the
rating outcome.

The loan terms do not provide for traditional project finance
features such as Debt Service Reserve Account (DSRA), Maintenance
Reserve Account and excess cash flow sweep. However, the terms of
the Tolling Agreement partially mitigate this structural weakness
as all of the project costs are borne by the Members. The Debt
Component of the Toll Fee amortizes 1% of the principal per year
through 2017 and, 13.29% of the principal per annum until the
maturity of the loan, amortizing 50% of the principal through the
tenor of the loan. However, the absence of DSRA means that the
project has no liquidity cushion and instead has to rely on the
corporate guarantees for incremental liquidity. That said, under
the loan documents, 100% of the proceeds from any new debt
issuances, subject to certain customary baskets, are to be applied
as mandatory prepayments towards the current credit facility,
thereby mitigating the risk of additional debt incurrence.

The breakeven analysis on the project's merchant economics
demonstrates the project's low level of tolerance to HDPE margin
volatility. Moody's breakeven analysis is defined as the
contribution margin required to cover the project's Toll Fee and
other extraneous costs borne by the Members in relation to the
project. The project breaks even with just a 10% reduction in the
HDPE margin. Although the trend analysis of 35 year historical
HDPE margin data indicates a low likelihood of HDPE margin
shrinkage, the sustainability of the project as a standalone
entity remains uncertain. In the end, the performance of the
Members to honor their obligations under the Tolling Agreement
remains very critical to the credit quality of the project and
hence their respective credit ratings have a bearing on Gemini's
rating.

The stable outlook incorporates Moody's view that Gemini is a
strategically important project for both INEOS and Sasol, that
construction risk is manageable and that once operational, the
Members will honor their obligations under the Tolling Agreements.

Gemini is unlikely to be upgraded in the near term given its
construction period. Over the longer term, positive trends that
could positively influence the rating include having successful
on-time and within-budget construction completion, strong
operational performance and sustained strong HDPE margins.
Importantly, measurable improvement in the creditworthiness of the
Sponsors could also lead to Gemini's rating upgrade.

The rating could face downward pressure if Gemini experiences
construction delays and/or budget overruns. Additionally, rating
downgrades of Gemini's Guarantors could potentially lead to
downward pressure on Gemini's rating.

Moody's rating is based upon its current understanding of the
proposed terms and conditions of the transaction and is subject to
its receipt and review of final documentation being consistent
with the proposed terms.

The principal methodology used in this rating was Generic Project
Finance Methodology published in December 2010.

The Gemini project is a wholly-owned subsidiary of INEOS HoldCo, a
subsidiary of INEOS, and Sasol CNA, an indirect subsidiary of
Sasol Limited. The project is a High-Density Polyethylene (HDPE)
manufacturing plant to be constructed and funded through a 50/50
joint venture between INEOS HoldCo and Sasol CNA at INEOS'
Battleground Manufacturing Complex in La Porte, TX. INEOS and
Sasol will together act as the Sponsors for the project. The
project will be capable of producing 470 kilo tons annually (kta),
(or 1 billion pounds of HDPE per year) using INEOS Innovene-S
technology. The project will have the capability to produce a
range of HDPE products, but will focus on premium high-growth
bimodal pipe and bimodal film resins.

INEOS is the 3rd largest global chemical company by 2013 sales.
INEOS consists mainly of three divisions -- Olefins & Polyolefins
North America, Olefins & Polyolefins Europe and Chemical
Intermediaries. INEOS is headquartered in Switzerland, with 7000
employees globally. It has 28 production sites in 8 countries.
INEOS' Olefins & Polyolefins North America is organized as INEOS
USA LLC and is INEOS' fastest growing business segment with 2012
sales of $4.7 billion and EBITDA of $1.2 billion. INEOS USA LLC is
headquartered in League City, TX with approximately 1000
employees.

Sasol Limited (Sasol: Baa1 stable) is an international integrated
energy and chemicals company headquartered in Johannesburg, South
Africa. Sasol Limited is one of the world's largest producers of
synfuels, adding value to coal, natural gas and oil, to produce
higher value liquid fuels. Sasol has operations in 37 countries
and employs over 34000 people. Sasol Limited is listed on NYSE as
well as Johannesburg, with a market capitalization of $32 billion.
Sasol Limited is both operationally and geographically
diversified, with 12 business divisions, although approximately
49% of revenue and 86% of profit from operations is generated in
South Africa. For the Last Twelve Months ended 31 December 2013
Sasol Limited generated revenue of ZAR199.7 billion (USD20.7
billion) and EBITDA of ZAR79.1 billion (USD8.2 billion). Sasol
currently operates a large production complex in Lake Charles, La
that includes an ethylene cracker. The company also has operations
in Arizona, California, Oklahoma, Pennsylvania and Texas. The
company's U.S. operations employ approximately 850 people and
manufacture the primary ingredients in detergents, personal care
products, waxes, catalysts, thickeners and ceramics.


GENERAL MOTORS: Faces Fresh Congressional Grilling
--------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. Chief Executive Mary Barra returns to Capitol
Hill this week for what may be her last and toughest hearings with
U.S. lawmakers over the auto maker's botched response to a faulty
ignition switch that has landed GM in hot water with federal
regulators and the Justice Department.

According to the report, on July 17, Ms. Barra will face Sen.
Richard Blumenthal (D., Conn.), one of her harshest critics, and
Sen. Claire McCaskill (D., Mo.), who remains skeptical of GM's
response to the issue and its internal probe that cleared the auto
maker's executive team and pinned the lack of response on lower-
level engineers, lawyers and a dysfunctional company culture.

                       About General Motors

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

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

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

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

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

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


GENERAL CABLE: To Cut 1,000 Jobs in Restructuring
-------------------------------------------------
Maria Armental, writing for DBR High Yield, reported that General
Cable Corp. said it will cut about 7% of its workforce and close
down some plants as part of a restructuring, and it lowered its
outlook for operating income for the year.  According to the
report, the job cuts represent about 1,000 positions globally, the
company said, adding the restructuring is expected to be completed
over the next year.

                      *     *     *

The Troubled Company Reporter, on Feb. 4, 2014, reported that
Moody's Investors Service confirmed General Cable Corp.'s
Corporate Family Rating at B1 and its Probability of Default
Rating at B1-PD. The confirmation is predicated on the expectation
of near-term improvement in operating performance and debt
reduction from free cash flow. In a related rating action, Moody's
confirmed the B2 rating assigned to the company's senior unsecured
notes and the B3 rating assigned to its senior subordinated
convertible notes. Moody's also improved the company's liquidity
rating to SGL-3 from SGL-4. The rating outlook is negative. These
rating actions complete the review initiated on October 31, 2013.

Standard & Poor's Ratings Services, in January this year, said it
revised its outlook on Highland Heights, Ky.-based General Cable
Corp to negative from stable.  At the same time, S&P affirmed the
ratings on General Cable, including the 'BB-' corporate credit
rating.


GLOBAL BUILDING: Faces Southcoast Community Bank Foreclosure Suit
-----------------------------------------------------------------
In the case, SOUTHCOAST COMMUNITY BANK, Plaintiff, vs. GLOBAL
BUILDING SOLUTIONS, LLC; MICHAEL P. MURPHY; WILLIAM E. MURPHY;
JAMES A. GANTT; JAMES J. BRADY; AND COLLATERAL DESCRIBED ON
COMMERCIAL SECURITY AGREEMENT AND UCC FILING OF RECORD WITH THE
SOUTH CAROLINA SECRETARY OF STATE, Defendants, C/A NO: 2013-CP-10-
4695, pending before the THE COURT OF COMMON PLEAS, FOR THE NINTH
JUDICIAL CIRCUIT, the defendants are required to answer the
Complaint within 30 days after service, exclusive of the day of
the service.  If the defendants fail to do si, judgment by default
will be rendered against them for the relief demanded in the
Complaint, except for the United States of America which has 60
days.

Counsel to the Plaintiff will seek the agreement and stipulation
of all parties not in default for an Order of Reference to the
Master-In-Equity for Charleston County, South Carolina,
stipulating that the Master-In-Equity may enter a final judgment
in this case.

Plaintiff's counsel also will seek the authority of the Master-In-
Equity, Clerk of Court or Referee to have the sale of the property
sought to be foreclosed on the day of the month as the Master-In-
Equity, Clerk of Court or Referee may determine.

The original Complaint, together with the Summons and Notice, was
filed in the Office of the Clerk of Court for Charleston County on
August 9, 2013.

The Plaintiff is represented by:

     Samuel H. Altman, Esq.
     DERFNER, ALTMAN & WILBORN, LLC
     575 King Street, Suite B
     Charleston, SC 29403
     Tel: (843) 723-9804
     E-mail: saltman@dawlegal.com


GLOBAL GEOPHYSICAL: Lists $335-Mil. in Assets, $728-Mil. in Debts
-----------------------------------------------------------------
Autoseis, Inc., and Global Geophysical Services, Inc., filed with
the U.S. Bankruptcy Court for the Southern District of Texas,
Corpus Christi Division, schedules of assets and liabilities.

Autoseis disclosed $4,820,854 in assets, most of which are notes
receivables and work-in-progress property; and $350,630,588, in
liabilities.  TPG Specialty Lending, Inc., as agent on behalf of
prepetition lenders, holds a $91,880, 588, secured claim against
Autoseis, while The Bank of New York Mellon Trust Company, N.A.,
as indenture trustee, holds approximately $257,750,000 in general
unsecured non-priority claims.  Full-text copies of Autoseis's
Schedules are available for free at http://is.gd/323jyF

Global Geophysical disclosed $330,714,732 in assets and
$377,869,148 in liabilities.  The assets are composed of
$13,848,698 in real property and $316,866,033 in personal
property, while liabilities are composed of $91,880,588 in secured
claims and $285,988,560 in unsecured non-priority claims.  Full-
text copies of Global Geophysical's Schedules are available for
free at http://is.gd/fj0Mgm

             About Global Geophysical, Autoseis et al.

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

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

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

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

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

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

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


GUAM WATERWORKS: Fitch Rates $84.5MM Revenue Bonds 'BB'
-------------------------------------------------------
Fitch Ratings has assigned the following rating to Guam Waterworks
Authority (GWA, or the authority):

-- $84.5 million water and wastewater system revenue refunding
    bonds, series 2014A and series 2014B (taxable) 'BB'.

The bonds are expected to sell on or around the week of July 21,
2014. Proceeds will be used to refund all or a portion of the
authority's outstanding series 2005 bonds and pay costs of
issuance.

In addition, Fitch affirms the following:

-- $377.4 million outstanding water and wastewater revenue bonds
    at 'BB'.

The Rating Outlook is Positive.

Security

The bonds are secured by a senior lien on the authority's gross
revenues excluding development charges.

Key Rating Drivers

Outlook Reflects Regulatory Compliance Progress: The Positive
Outlook reflects the authority's substantial progress to date in
addressing remedial actions and improving operating performance.
After a lengthy period of non-compliance and regulatory actions,
the authority is in compliance with all regulatory requirements
and has proactively addressed recent additional United States
Environmental Protection Agency (USEPA) findings.

Financial Forecast Positive: The Positive Outlook further reflects
GWA's recent more consistent financial performance and positive
financial forecast aided by the approval of a five-year rate
package through fiscal 2018.

Political Willingness To Raise Rates: The five-year rate package
to support the authority's substantial capital needs, effective
Nov. 1 2013, demonstrates continued political willingness to raise
rates. Significant additional rate hikes will likely be necessary,
which will further pressure customers and could ultimately test
rate flexibility.

Elevated Debt and Capital Pressures: Debt levels are high and
significant capital needs remain to meet ongoing regulatory
requirements, which could challenge future financial results.

Military Build-Up Delay Continues: Additional capital projects
will ultimately be needed to meet expected military build-up
demands, although actual needs are not incorporated into GWA's
capital improvement program (CIP). However, GWA expects capital
costs incurred as a result of the eventual build up will be funded
by the U.S. Department of Defense (DOD), including a recent $106
million appropriation.

Limited Economic Profile: The service territory is isolated and
limited and has had a historical disposition to natural disasters.
However, tourism has continued to diversify and recover from the
economic downturn, reaching near peak levels in 2013 which are
continuing into 2014.

Rating Sensitivities

CONSISTENT COMPLIANCE AND FINANCIAL PERFORMANCE: Positive rating
action is contingent upon the authority's continued compliance
with regulatory requirements as well as its ability to produce
fiscal 2014 results and maintain favorable out-year expectations
in line with its financial forecast.

Credit Profile

Positive Outlook Reflects Compliance Actions And Financial
Forecast

The system has recently taken a number of actions to bring it into
regulatory compliance and ensure stable operations and finances. A
history of weak financial performance and violations of the
federal Clean Water Act (CWA) and Safe Drinking Water Act (SDWA)
necessitated involvement at the federal regulatory level.

Structural changes, which began in 2002 when the authority's
governance was changed from an appointed to an elected governing
board, resulted in the system's full compliance to date with the
2011 USEPA Court Order (the order) and the recent compliance of
its two largest wastewater treatment plants for the first time
since enactment of the CWA in 1972. Nevertheless, significant
capital needs persist which will challenge utility operations over
the long term.

Favorable Financial Results And Forecast

GWA ended fiscal 2013 in line with prior expectations. Fitch-
calculated senior lien debt service coverage (DSC), which is based
on audited results and includes accruals, was almost 2.3x while
total DSC was 1.4x. DSC was aided by a 9% rate increase effective
in February 2013. Revenue gains were partially offset by a 6%
increase in operating expenses, even as water purchases from the
Navy fell by 13%. The positive operations increased cash balances
for the year but with the increase in operating costs, days of
operations in cash remained virtually unchanged for the year at
169.

GWA projections for fiscals 2014 2018 are in line with its last
forecast from October 2013, with fiscal 2014 results expected to
be marginally higher than prior estimates. Overall, the authority
projects senior DSC of 1.8x to 2.2x through fiscal 2018 despite
rising debt service payments with the inclusion of the approved
five-year rate plan. Positive rating action is contingent upon
continued demonstration of meeting results within forecasted
ranges and maintenance of adequate liquidity levels.

Strong History of Commitment To Raising Rates Continues

Overall, the Consolidated Commission on Utilities (GWA's governing
body) and the Public Utility Commission (the PUC) have shown a
demonstrated commitment to raising rates to enhance system
financial performance, approving cumulative increases of over 95%
since fiscal 2007. Residential charges currently exceed Fitch's
affordability threshold with combined water and wastewater rates
of $90.42 per month at 7,500 gallons of usage, equal to 2.6% of
median household income (MHI).

GWA's five-year rate proposal that covers fiscals 2014-2018 was
approved by the PUC on Oct. 29, 2013. Remaining base annual rate
increases range from 4% to 16.5% along with additional surcharges.
As such, rates will increase to about 3.0% of median household
income (MHI) by fiscal 2018, which is well above Fitch's
affordability threshold, assuming an increase in income of 2% per
year from 2010 levels, at usage of 7,500 gallons per month.
Despite GWA's ratemaking bodies' continued commitment to necessary
rate hikes, the level of service charges could limit future rate
flexibility to address expected capital needs.

Significant Improvement in Regulatory Compliance; Continued
Capital Needs To Severely Weaken Debt Profile

In 2003, the authority negotiated a stipulated order (SO) with the
USEPA as a result of violations to the CWA and SDWA. To cure
system-wide deficiencies, the SO was subsequently amended and
superseded by the order, which added several major projects to be
constructed. Projects included in the order are expected to cost
$269 million over the next five years. To date, GWA has completed
or has programmed into the fiscal 2014-2018 CIP all but one of the
100 projects required under the order.

The USEPA also issued a notice of Findings of Significant
Deficiencies for the water system in 2012 and for the wastewater
system in 2013. Notably, the authority has addressed 26 of the 40
items identified for water, 10 are in progress, and four are long-
term continuing actions. The authority has addressed 76 of the 88
items identified for wastewater and is developing corrective
action plans for the remaining 12 items.

GWA's progress in addressing regulatory requirements is a
positive, but the authority faces significant capital needs to
meet remaining requirements. The fiscal 2014-2018 CIP totals $403
million, with the order accounting for 67% of expected
expenditures. Funding will be derived largely from ongoing
issuances and remaining 2013 bond proceeds (84% of sources), which
will drive GWA's currently high debt ratios even higher, to an
estimated 4x-5x Fitch's median for investment grade credits.

Secondary Treatment Not Addressed in CIP

The authority's two largest wastewater treatment plants (WWTPs)
have historically operated under secondary treatment variances
issued by the USEPA under the CWA, allowing the authority to
discharge primary effluent into the Philippine Sea. As part of
their June 1, 2013 renewals, the discharge permits for both WWTPs
include secondary treatment requirements.

The authority estimates the cost of upgrading both treatment
plants at $279 million and is currently negotiating a schedule for
compliance with the USEPA. The authority expects to receive
approval to delay implementation until after completion of
projects required under the order and notes that other agencies
have negotiated extended compliance schedules of 20-25 years.
However, if a shorter timeframe is required, there would likely be
significant pressure on the system. The CIP through fiscal 2018
does not include the secondary treatment upgrade projects or the
appropriations from the federal government.

Military Build-Up Delayed

Currently, the DOD build-up is expected to result in an increase
of 7,400 military and civilian personnel after 2018. This compares
to previous estimates of an ultimate increase to the island's
permanent population of around 32,000 people (approximately a 20%
increase from the current level) as part of its relocation of
troops from the nation of Japan.

Positively, the federal government recently appropriated $106
million for civilian water and sewer improvements on the island
associated with an expected military build-up, the first time the
federal government has actually appropriated money towards such
action. Receipt of the monies is uncertain, but GWA expects to use
the monies to bring one of the WWTPs up to secondary treatment.
GWA continues to expect that any additional costs incurred as a
result of the build-up will be borne by the military.

Limited Economy

The island's economy is driven by the military and tourism
sectors. Most tourists are Japanese citizens, although there has
been an increasing percentage of South Koreans visiting the
island. The year 1997 was the peak year for visitors to the island
before a series of setbacks from the Asian economic decline
throughout the last decade and various natural disasters,
continuing through the recent worldwide economic downturn.
However, a recovery is evident with fiscal 2013 marking the second
highest year for visitor arrivals and hotel occupancy rates at
85%, the highest in more than a decade; fiscal 2014 is on track to
meet or exceed these numbers.

Unemployment on the island is mixed depending on the source,
ranging from historically very high (in excess of 20%) to only
moderately high. Wealth levels are low, with estimated MHI around
75% of the U.S. average.


HEARTLAND MEMORIAL: DLA Piper Must Face Avoidance Suit
------------------------------------------------------
Law firm DLA Piper (US) LLP has been sued in an adversary
proceeding by the liquidating trustee of debtor Heartland Memorial
Hospital, LLC.  In a July 9, 2014 Opinion and Order available at
http://is.gd/yeBu0Rfrom Leagle.com, District Judge Theresa L.
Springmann of the Northern District of Indiana denied DLA Piper's
Motion to Dismiss Counts V and VI of the Fourth Amended Complaint
in the case captioned as, DAVID ABRAMS, not individually but
solely as the Liquidating Trustee and court-appointed manager of
Heartland Memorial Hospital, LLC, and HEARTLAND MEMORIAL HOSPITAL,
LLC, the Debtor, an Indiana limited liability company, Plaintiffs,
v. DLA PIPER (US) LLP, a Maryland limited liability partnership,
Defendant, Cause No. 2:12-CV-19-TLS (N.D. Ind.).

DLA Piper, which represented Wright Capital Partners, began
representing Heartland as well when Wright took control of the
hospital facility.  DLA Piper provided a wide range of legal
services to the hospital, frequently billing over $100,000 a
month.  With broad access to information about Heartland, DLA
Piper was fully aware of Heartland's perilous financial state.

DLA Piper subsequently proposed a plan to remove Wright as
Heartland's manager. As part of the plan, Heartland Memorial
Holdings, formed by Wright Capital et al., agreed to assume
responsibility for payment of over $883,000 in unpaid legal fees
for work DLA Piper had performed for Wright Capital Partners.  DLA
Piper sought and received at least partial payment from Heartland.

In October 2006, Heartland sold its main hospital campus and most
of its remaining assets to the Sisters of St. Francis Health
Services.  DLA Piper received payment around the time of this
transaction, and an additional payment in January 2007.

On January 31, 2007, creditors of Heartland filed an involuntary
Chapter 7 bankruptcy petition in the U.S. Bankruptcy Court for the
Northern District of Indiana, naming Heartland as debtor.  On
March 2, 2007, Heartland converted the case to a Chapter 11
proceeding.  On November 19, 2008, the bankruptcy court approved
Heartland's liquidating plan of reorganization and appointed the
David Abrams as liquidating trustee, manager, and designated
representative.

In his suit, Mr. Abrams now seeks to avoid and recover from DLA
Piper certain fraudulent transfers and preferences made by the
debtor.  The Plaintiff also asserted, in a Second Amended
Complaint, claims for legal malpractice and breach of fiduciary
duty.

Upon motion by the Defendant, the Court found that these
additional counts did not state claims upon which relief could be
granted, and dismissed those counts without prejudice, and with
leave to re-file.  In response, the Plaintiff filed a Fourth
Amended Complaint, which added claims for breach of fiduciary
duties (Count VI), and aiding and abetting breach of fiduciary
duties (Count V).

The Defendant now seeks to dismiss these claims on grounds that
the leave to amend the Court granted was very specific and did not
include the right to re-plead breach of fiduciary duty claims or
to file a claim for aiding and abetting a breach of fiduciary
duty.  The Defendant also argues that the claim for breach of
fiduciary duty that is asserted in the Fourth Amended Complaint is
no different from the breach of fiduciary duty claim that the
Court already dismissed, and thus fails to state a claim upon
which relief can be granted.  The Defendant argues that the aiding
and abetting claim is not plausible because it would require that
the Defendant assisted insiders in looting an entity over which
its client intended to gain operational control and had already
made a substantial loan to.

The Plaintiff counters on the procedural issues, and points to new
facts he alleged to correct the deficiencies noted by the Court in
its dismissal order.

According to Judge Springmann, Mr. Abrams has crafted claims that
are plausibly supported with specific allegations regarding the
relationships and transactions between the various entities
involved. That these claims may prove, after discovery, to be
unsupportable does not warrant dismissal at this stage of the
proceedings.

David Abrams is represented by:

     Elizabeth E Richert, Esq.
     Eugene J Schiltz, Esq.
     THE COLEMAN LAW FIRM
     77 West Wacker Drive
     Chicago, IL 60601
     Tel: 312-444-1000
     Fax: 312-444-1028
     E-mail: erichert@colemanlawfirm.com
             eschiltz@colemanlawfirm.com

          - and -

     Mark E Leipold, Esq.
     GOULD & RATNER LLP
     222 North LaSalle, Suite 800
     Chicago, IL 60601
     Tel: 312-236-3003
          312-899-1651
          312-286-0553
     E-mail: mleipold@gouldratner.com

DLA Piper US LLP is represented by:

     Martin J O'Hara, Esq.
     MUCH SHELIST PC
     191 North Wacker Drive, Suite 1800
     Chicago, IL 60606.1615
     Tel: 312-521-2725
     Fax: 312-521-2825
     E-mail: mohara@muchshelist.com


HELP AT HOME: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

          Debtor                                    Case No.
          ------                                    --------
          Help at Home Franchise Service LLC        14-25706
          354 N.E. 1st Ave.
          Delray Beach, FL 33444

          Help at Home Health Care Services, Inc.   14-25709
          10808 Avenida Santa Ana
          Boca Raton, FL 33498

Chapter 11 Petition Date: July 10, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge:  Hon. Paul G. Hyman, Jr.

Debtors' Counsel: Aaron A Wernick, Esq.
                  FURR & COHEN
                  2255 Glades Rd # 337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532
                  Email: awernick@furrcohen.com

                                      Total      Total
                                      Assets  Liabilities
                                    --------- -----------
Help at Home Franchise               $61,500   $1.68-Mil.
Help at Home Health Care             $0        $4.69-Mil.

The petitions were signed by Frank V. Guerrieri, general partner
of managing member of Debtor.

A list of Help at Home Franchise's 14 largest unsecured creditors
is available for free at http://bankrupt.com/misc/flsb14-25706.pdf

A list of Help at Home Health Care's 13 largest unsecured
creditors is available at :

               http://bankrupt.com/misc/flsb14-25709.pdf


HEMISPHERE MEDIA: Loan Upsizing No Impact on Moody's B2 CFR
-----------------------------------------------------------
Moody's Investors Service says that Hemisphere Media Holdings,
LLC's upsizing of the senior secured term loan due 2020 to $200
million from $174 million will have no immediate impact on credit
ratings. Net proceeds from the new term loan will be used
primarily to refinance the existing $174 million senior secured
term loan due 2020. All other existing ratings, including the B2
Corporate Family Rating and the stable outlook remain unchanged.

Issuer: Hemisphere Media Holdings, LLC

  UPSIZED $200 million 1st Lien Senior Secured Term Loan due
  2020: B2, LGD3

Ratings Rationale

Hemisphere's B2 Corporate Family Rating reflects high leverage
with debt-to-EBITDA of 4.5x for LTM March 31, 2014 (including
Moody's standard adjustments, pro forma for recent acquisitions
and increased term loan), the company's lack of scale, event risk
related to its acquisition strategy, as well as operating risks.
Hemisphere relies on its single Puerto Rico based independent
television station (WAPA-TV) and self-produced programming which
is also distributed through its cable network (WAPA America). The
company's cable networks are exposed to risks associated with
reliance on licensed third party content including films and
telenovelas. Despite these challenges, ratings are supported by
Hemisphere's focus on the high growth Spanish speaking U.S.
population combined with continuing subscriber growth for the
Hispanic segment in the U.S. and Latin America. The company
benefits from the leading position of its broadcast operations in
Puerto Rico and the revenue benefits from producing its own
attractive programming. Ratings are also supported by Cinelatino's
distinctive position as an independent film channel, with access
to film content from many distributors, typically with exclusive
rights. Despite the addition of three cable networks, Moody's
believes Hemisphere has less leverage when negotiating
subscription fees due to its lack of scale. Management addresses
this challenge through its acquisition strategy and plans to
supplement current revenue by developing an ad model for
Cinelatino which currently relies 100% on subscriber fees. Pro
forma for the acquisitions, Hemisphere's overall revenue mix has
improved to 50% advertising and 50% subscriber fees. Despite the
weak economic environment in Puerto Rico, the company has tracked
only slightly behind its revenue plan laid out in July 2013 when
new debt was issued. Moody's believes advertisers are increasingly
attracted to the higher growth Spanish language segment in the
U.S. Beyond the near term, however, Moody's believes the company
remains vulnerable to competition from deeper pocketed players and
the potential for extended economic weakness in Puerto Rico.
Furthermore, there are meaningful event risks related to the
company's acquisition strategy and plans to further expand in
Latin America. Liquidity is strong with a minimum of $20 million
of cash balances supplemented by high-single digit percentage free
cash flow-to-debt ratios from continuing operations, and no debt
maturities until 2020.

The stable outlook reflects Moody's view that the company will
generate at least low to mid-single digit percentage revenue
growth over the next 12-18 months, excluding the impact of
acquisitions, supported by subscriber growth and contractual
increases in both broadcast retransmission and cable subscriber
fees. The outlook incorporates Moody's expectations that debt-to-
EBITDA ratios will not increase over the next 12 months, and that
future acquisitions will be funded largely with excess cash. The
outlook does not incorporate dividends nor debt financed
acquisitions that would increase gross debt-to-EBITDA ratios above
current levels. Ratings could be downgraded if overall performance
were to deteriorate due to increased competition, underperformance
in Puerto Rico, or the inability to integrate recent or future
acquisitions. Deterioration in the company's liquidity reflected
by below expected balance sheet cash levels or debt financed
acquisitions resulting in debt-to-EBITDA ratios being sustained
above 5.0x (including Moody's standard adjustments) could also
result in a downgrade. Although not likely given management's
acquisition strategy, lack of scale, and reliance on the Puerto
Rico economy for the majority of its ad revenue, Moody's could
consider an upgrade of ratings if debt-to-EBITDA ratios are
sustained comfortably below 3.75x with free cash flow-to-debt
ratios remaining above 12%. Management would also need to
demonstrate success in its acquisition strategy and Moody's would
need to be assured that liquidity would remain good.

Hemisphere Media Holdings, LLC, headquartered in Miami, FL, is a
U.S. Spanish-language TV and cable network business serving the
high-growth U.S. Hispanic population. Hemisphere owns and operates
Cinelatino (a Spanish-language movie channel), WAPA TV (a leading
broadcast station in Puerto Rico), and WAPA America (a cable
network targeting Puerto Rican and other Caribbean Hispanics
living in the U.S.). On April 1, 2014, the company acquired three
Spanish-language cable television networks, Pasiones,
Centroamerica TV, and TV Dominicana, from Media World, LLC for
roughly $102 million in cash. InterMedia Partners VII, L.P. owns
approximately 58% of the economic interest in Hemisphere
(approximately 77% of voting interest). Revenue for LTM March 31,
2014 pro forma for the recent acquisition and for the April 2013
merger of WAPA and Cinelatino is estimated at $116 million.

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


HEMISPHERE MEDIA: S&P Affirms 'B' CCR; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B' corporate
credit rating on Coral Gables, Fl.-based U.S. Hispanic television
and cable broadcaster Hemisphere Media Group Inc.  The outlook is
stable.

At the same time, S&P raised its issue-level rating on Hemisphere
Media Holdings LLC's term loan B to 'B+' from 'B', and revised the
recovery rating to '2' from '3'.  A recovery rating of '2'
indicates S&P's expectations of substantial (70%-90%) recovery in
the event of a payment default.

"We are raising our issue-level ratings on the company's term loan
because of the increased cash flow from the company's April 2014
acquisition of the Spanish language television business of Media
World," said Standard & Poor's credit analyst Naveen Sarma.

The ratings on Hemisphere reflect a "weak" business risk profile
and a "significant" financial risk profile.  The "weak" business
risk profile, as per S&P's criteria, is based on the company's
limited scale, with only a single TV broadcasting station in
Puerto Rico and five U.S.-based and two Latin America-based
Spanish language cable networks, pro forma for the April 2014
acquisition of Media World LLC's cable networks.  S&P also weighs
the company's narrow business focus, primarily targeting Hispanics
living in the U.S.  S&P views Hemisphere Media Group's management
and governance as "fair."

S&P regards Hemisphere's financial risk profile as "significant"
because of its expectation for leverage to decline to, and remain
below, 4x over the intermediate term.  "While management has
expressed a desire to operate with leverage under 4x, we believe
the company will pursue acquisitions, which could increase
leverage, temporarily, above its leverage target," said Mr. Sarma.


HYPERION FOUNDATION: Miss. Court Rules in Qui Tam Action
--------------------------------------------------------
In the case, UNITED STATES OF AMERICA ex rel. ACADEMY HEALTH
CENTER, INC. f/k/a ADVENTIST HEALTH CENTER, INC. Plaintiff, v.
HYPERION FOUNDATION, INC., d/b/a OXFORD HEALTH & REHABILITATION
CENTER; ALTACARE CORPORATION; HP/ANCILLARIES, INC.; LONG TERM CARE
SERVICES, INC.; SENTRY HEALTHCARE ACQUIRORS, INC.; HP/MANAGEMENT
GROUP, INC.; HARRY McD. CLARK; JULIE MITTLEIDER; DOUGLAS K.
MITTLEIDER; and JOHN DOES 1-200, Defendants, Civil Action No.
3:10-CV-552-CWR-LRA (S.D. Miss.), District Judge Carlton W. Reeves
ruled on a series of motions:

     -- The Defendants' Motion to Dismiss the United States'
        Complaint in Intervention is denied;

     -- The Motion to Dismiss Academy's Second Amended
        Complaint for Lack of Subject Matter Jurisdiction and
        Failure to State A Claim is granted, in part, and
        denied, in part;

     -- The Motion for Leave to Amend the Complaint is denied;
        and

     -- The Motion to Strike the Affidavit of Melvin Eisele is
        granted.

The case arises out of a qui tam action brought by relator Academy
Health Center, Inc., frequently known as Adventist Health Center,
Inc. on behalf of the United States as Relator.  AHC is a health
care provider which, as part of its business, owns and leases
skilled nursing facilities to other health care companies to
manage them.

On October 5, 2005, Hyperion Foundation, Inc. entered into a lease
agreement with AHC to manage the Oxford Health and Rehabilitation
Center, a skilled nursing facility in Lumberton, Mississippi.  In
turn, Hyperion entered into a management agreement with defendant
AltaCare Corporation to manage the facility.  As part of the
terms, conditions and provisions of the lease agreement, Hyperion
assumed the operations of Oxford and all of the rights and
authority to operate Oxford and receive and accept payments,
including those from Medicare and Medicaid, on behalf of the
facility and its residents for services rendered to those
residents.

The Relator AHC claims that this case began when Hyperion failed
to pay the rent due to AHC, in violation of the lease agreement.
AHC performed an initial investigation and determined that the
Defendants could not or would not provide the requisite level of
care for the residents.  As a result, AHC took steps to terminate
the lease and evict Hyperion as a tenant.

On July 15, 2008, AHC filed a Motion and/or Affidavit to Remove
Tenant in the Justice Court of Lamar County, Mississippi, in an
effort to evict Hyperion from the premises and terminate the
relationship.  The Motion sought to remove Hyperion as tenant by
August 1, 2008, but Hyperion requested to continue the eviction
hearing until August 6, 2008.

On August 5, 2008, Hyperion filed a petition under Chapter 11 of
the United States Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of Mississippi.  As a result of the
bankruptcy filing, the eviction proceeding could not go forward.

On September 30, 2009, Relator AHC filed its original Qui Tam
Complaint and Other Relief in the bankruptcy proceeding, under
seal, pursuant to 28 U.S.C. sections 157 and 1334(a)-(b).  AHC
provided a copy of the complaint and a confidential disclosure
statement of all material evidence and information to the Attorney
General of the United States and the U.S. Attorney for the
Southern District of Mississippi, as required by the False Claims
Act.

On November 20, 2009, Relator AHC filed its First Amended Qui Tam
Complaint and Other Relief, under seal, to allege new information
and facts in support of its cause of action.  The Relator duly
provided the Complaint to the Government.

On March 22, 2010, the bankruptcy court granted the United States
Trustee's Motion to Dismiss Hyperion from bankruptcy due to
Hyperion's failure to submit a disclosure report and its failure
to file all monthly operating statements with the court and
retained jurisdiction over the settlement agreement between
Hyperion and AHC.  On October 4, 2010, the bankruptcy court
entered an agreed order transferring the qui tam proceeding
originally brought in the bankruptcy action to the District court.

On December 3, 2012, after extensive investigation, the Government
filed a Notice of Election to Intervene in Part and to Decline in
Part in this action.  The Government notified the Court of its
decision to "intervene[] in that part of the action which alleges
that defendants Hyperion, AltaCare, Long Term Care Services, Inc.
("LTCS") and Douglas K. Mittleider, made, caused to be made,
and/or conspired to make false claims and false statements
material to false claims to Medicare and Medicaid, for nursing
home services at the Oxford Health & Rehabilitation Center
facility in Lumberton, Mississippi."

AHC filed its Second Amended Complaint on February 11, 2011.
The Complaint alleges that, from October 5, 2005 through at least
May 1, 2012, Defendants made or caused to be made false or
fraudulent claims and statements to the federal Medicare program
and the federal-state Mississippi Medicaid program, for nursing
home services purportedly provided to residents of Oxford which
services were in fact non-existent, grossly deficient, materially
substandard and/or worthless.

A copy of the District Court's July 9, 2014 Memorandum Opinion and
Order is available at http://is.gd/T4LA1jfrom Leagle.com.

Academy Health Center, Inc., is represented by:

     Julie Bowman Mitchell, Esq.
     J. Tucker Mitchell, Esq.
     Randall E. Day, Esq.
     MITCHELL DAY HEALTH LAW FIRM, PLLC
     618 Crescent Boulevard, Suite 203
     Ridgeland, MS 39157-8664

Hyperion Foundation, Inc., Defendant, represented by:

     Gregory C. Sicilian, Esq.
     James W. Boswell, III, Esq.
     Michael E. Paulhus, Esq.
     KING & SPALDING, LLP
     1180 Peachtree Street
     Atlanta, GA 30309
     Tel: 404-572-2810
     Fax: 404-572-5100
     E-mail: gsicilian@kslaw.com
             jboswell@kslaw.com
             mpaulhus@kslaw.com

          - and -

     Vikki J. Taylor, Esq.
     GIBBS WHITWELL PLLC
     1400 Meadowbrook Rd. Suite 100
     Jackson, MS 39211
     Tel: 601-487-2640
     Fax: 601-366-4295

          - and -

     Jeremy L. Birdsall, Esq.
     John P. Sneed, Esq.
     WISE, CARTER, CHILD & CARAWAY
     401 East Capitol Street
     Heritage Building, Suite 600
     Jackson, MS 39201
     Tel: 601-968-5500
          601-944-7731
     E-mail: jlb@wisecarter.com
             jps@wisecarter.com

Altacare Corporation, Defendant, represented by Gregory C.
Sicilian, KING & SPALDING, LLP, James W. Boswell, III, KING &
SPALDING, LLP, Michael E. Paulhus, KING & SPALDING, LLP, Vikki J.
Taylor, GIbbs Whitwell PLLC, Jeremy L. Birdsall, WISE, CARTER,
CHILD & CARAWAY, John P. Sneed, Wise Carter Child & Caraway &
Robert L. Gibbs, Gibbs Whitwell PLLC.

Long Term Care Services, Inc., Defendant, represented by Gregory
C. Sicilian, KING & SPALDING, LLP, James W. Boswell, III, KING &
SPALDING, LLP, Michael E. Paulhus, KING & SPALDING, LLP, Vikki J.
Taylor, GIbbs Whitwell PLLC, Jeremy L. Birdsall, WISE, CARTER,
CHILD & CARAWAY, John P. Sneed, Wise Carter Child & Caraway &
Robert L. Gibbs, Gibbs Whitwell PLLC.

Sentry Healthcare Acquirors, Inc., Defendant, represented by
Gregory C. Sicilian, KING & SPALDING, LLP, James W. Boswell, III,
KING & SPALDING, LLP, Michael E. Paulhus, KING & SPALDING, LLP,
Vikki J. Taylor, GIbbs Whitwell PLLC, Jeremy L. Birdsall, WISE,
CARTER, CHILD & CARAWAY, John P. Sneed, Wise Carter Child &
Caraway & Robert L. Gibbs, Gibbs Whitwell PLLC.

HP/Management Group, Inc., Defendant, represented by Gregory C.
Sicilian, KING & SPALDING, LLP, James W. Boswell, III, KING &
SPALDING, LLP, Michael E. Paulhus, KING & SPALDING, LLP, Vikki J.
Taylor, GIbbs Whitwell PLLC, Jeremy L. Birdsall, WISE, CARTER,
CHILD & CARAWAY, John P. Sneed, Wise Carter Child & Caraway &
Robert L. Gibbs, Gibbs Whitwell PLLC.

Julie Mittleider, Defendant, represented by Gregory C. Sicilian,
KING & SPALDING, LLP, James W. Boswell, III, KING & SPALDING, LLP,
Michael E. Paulhus, KING & SPALDING, LLP, Vikki J. Taylor, GIbbs
Whitwell PLLC, Jeremy L. Birdsall, WISE, CARTER, CHILD & CARAWAY,
John P. Sneed, Wise Carter Child & Caraway & Robert L. Gibbs,
Gibbs Whitwell PLLC.

Douglas K. Mittleider, Defendant, represented by Gregory C.
Sicilian, KING & SPALDING, LLP, James W. Boswell, III, KING &
SPALDING, LLP, Michael E. Paulhus, KING & SPALDING, LLP, Vikki J.
Taylor, GIbbs Whitwell PLLC, Jeremy L. Birdsall, WISE, CARTER,
CHILD & CARAWAY, John P. Sneed, Wise Carter Child & Caraway &
Robert L. Gibbs, Gibbs Whitwell PLLC.

HP/Ancillaries, Inc., Defendant, represented by Gregory C.
Sicilian, KING & SPALDING, LLP, James W. Boswell, III, KING &
SPALDING, LLP, Michael E. Paulhus, KING & SPALDING, LLP, Vikki J.
Taylor, GIbbs Whitwell PLLC, Jeremy L. Birdsall, WISE, CARTER,
CHILD & CARAWAY & John P. Sneed, Wise Carter Child & Caraway.

United States of America is represented by Edward O. Pearson, U.
S. ATTORNEY'S OFFICE & Samuel Lynn Murray, U.S. ATTORNEY'S OFFICE.

Based in Lumberton, Mississippi, Hyperion Foundation, Inc., dba
Oxford Health & Rehabilitation Center, filed a Chapter 11
bankruptcy petition (Bankr. S.D. Miss. Case No. 08-51288) on
Aug. 5, 2008, one day before the scheduled hearing on its
landlord's eviction motion.  Douglas K. Mittleider, manager, filed
the petition on the Debtor's behalf.  Craig M. Geno, Esq., at
Harris Jernigan & Geno, PLLC, served as the Debtor's counsel.  In
its petition, the Debtor estimated $1 million to $10 million in
assets and debts.


INTERSTATE BAKERIES: Liquidity Solutions' Suit Proceeds
-------------------------------------------------------
LIQUIDITY SOLUTIONS, INC., Plaintiff, v. PROCORP IMAGES, INC.,
Defendant, Civ. Docket No. 13-6447 (D.N.J.), is a contract dispute
involving the sale in October 2004 by Procorp to Liquidity of two
bankruptcy claims Procorp had against Interstate Bakeries
Corporation.  Liquidity argues that Procorp failed to uphold a
contractual duty to forward a notice from the IBC Bankruptcy
Trustee and that Liquidity was ultimately barred from collecting
on the claims due this alleged breach of contract.  The two
Assignments of Claim are identical except for the amount of the
claims.

The two Assignments state that they are worth $17,500 and
$194,866, for a total of $212,366.

In 2008, the Bankruptcy Court confirmed an Amended Joint Plan of
Reorganization.  In 2011, the Plan Trustee filed a motion to
disallow claims of beneficiaries who had not responded to the
request for the tax identification.  Procorp's claims were
included in the motion to disallow because Procorp never responded
to the Trustee's request for tax information.  The Bankruptcy
Court granted the Trustee's motion to disallow, thus precluding
Liquidity from collecting anything on the claims it purchased from
Procorp.

Pursuant to Federal Rule of Civil Procedure 12(b)(6), Procorp
moves to dismiss the first three causes of action in Liquidity's
Complaint for failure to state a claim.  Liquidity opposed. There
was no oral argument.

In a July 9, 2014 Opinion available at http://is.gd/7YAT1Yfrom
Leagle.com, New Jersey District Judge William J. Martini ruled
that Procorp's motion is granted with respect to the Second Cause
of Action only. The motion is denied with respect to the First and
Third Causes of Action.

Liquidity Solutions, Inc., is represented by:

     Michael Korik, Esq.
     LAW OFFICES OF CHARLES A GRUEN
     381 Broadway Suite 300
     Westwood, NJ, 07675
     Tel: 201-342-1212

Procorp Images, Inc., is represented by:

     Lawrence P. Eagel, Esq.
     BRAGAR EAGEL & SQUIRE, PC
     885 Third Avenue, Suite 3040
     New York, NY 10022
     Tel: (212) 308-5858
     Fax: (212) 486-0462
     Email: eagel@bespc.com

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.

Hostess Brands sold its businesses and most of the plants to five
different buyers for an aggregate of $860 million.  Hostess still
has some plants, depots and other facilities the buyers didn't
acquire.

The bankruptcy estate has changed its name to Old HB Inc.


LABORATORY PARTNERS: Ch. 11 Plan Confirmed
------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware on July 10 confirmed Laboratory Partners, Inc., et
al.'s First Amended Joint Chapter 11 Plan after determining that
it satisfies the confirmation requirements under the Bankruptcy
Code.

All objections to the Plan, including those raised by the U.S.
Trustee and the U.S. Department of Health and Human Services
through Centers for Medicare and Medicaid Services, were
overruled.  The Debtors said CMS' and the U.S. Trustee's
objections were resolved through amendments to the Plan and
language in the confirmation order.  Marathon Special Opportunity
Fund, L.P., and Marathon Asset Management L.P., as DIP Lender, and
Prepetition Lender, supported the Debtors' bid for confirmation of
their Plan.

The time by which the Debtors have exclusive right to file a plan
expires on Aug. 22, 2014, while the time by which they have
exclusive right to solicit acceptances of the plan expires on
Oct. 21.

                   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.


LEHMAN BROTHERS: Has Approval to Allocate $1BB to Brokerage Estate
------------------------------------------------------------------
The official liquidating Lehman Brothers Holdings Inc.'s
brokerage received approval from U.S. Bankruptcy Judge Shelley
Chapman of the U.S. Bankruptcy Court for the Southern District of
New York to earmark $1 billion to the LBI general estate.

The funds consist of dividends and interest received by the
Lehman brokerage subsequent to Sept. 19, 2008.  These are the
funds left after the trustee made cash payments to customers of
the brokerage.

As of April 30, 2014, the trustee held more than $1.25 billion
but only $1 billion will be distributed to general creditors.
The trustee will keep more than $250 million as reserve, which
will be distributed only after issues concerning cash-generating
securities are resolved.

James Giddens, the court-appointed trustee, said the remaining
funds are not tied to securities distributed to customers, and
would go to the brokerage's general estate.

As of April 30, the trustee held more than $1.25 billion but only
$1 billion will be distributed to the estate immediately after it
is approved by a bankruptcy court.

The trustee will keep more than $250 million as reserve, which
will only be distributed after issues concerning cash-generating
securities are resolved.

Last year, then-Lehman bankruptcy judge James Peck authorized the
trustee to allocate about $15.2 billion, which include $10.863
billion worth of securities and $1.691 billion of cash held in
accounts for the brokerage's customers.

Mr. Peck also authorized the trustee to distribute funds, which
consist of cash dividends and interest, tied to securities
delivered to customers.  Lehman received those funds from various
issuers and depositories on account of securities in the
possession of the trustee.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33
billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Wins Nod to Set Aside Reserves for Secured Claims
------------------------------------------------------------------
James W. Giddens, the official liquidating Lehman Brothers
Holdings Inc.'s brokerage arm, received approval from the U.S.
Bankruptcy Court in Manhattan to set aside reserves for allowed
secured, priority and administrative claims.

The bankruptcy court's approval would allow Mr. Giddens to
distribute more than $240 million to around 180 creditors whose
secured and priority claims have already been approved by the
court.  Mr. Giddens was authorized to pay holders of allowed
secured and priority claims in full on condition that he would
set aside a separate reserve for Barclays Capital Inc.'s claim.

Last year, Barclays filed a claim against the brokerage in the
amount of $103 million.  On June 18, the bankruptcy court
approved an agreement between the trustee and Barclays that would
resolve the claim of the U.K.-based bank.

Under the agreement, a portion of Barclay's administrative claim
is allowed in the amount of $25.2 million and the bank is
entitled to an administrative priority distribution in the amount
of $9 million.  A copy of the agreement can be accessed for free
at http://is.gd/f20mKB

                  $2.54 Million Reserve for IRS

Mr. Giddens was also authorized by the bankruptcy court to set
aside up to $2.54 million to cover the tax claim of the Internal
Revenue Service.

The agency filed last year an amended tax claim against the
Lehman brokerage in the amount of $394.5 million, of which more
than $4.6 million is for non-consolidated tax liabilities
attributable solely to the brokerage.

The remaining $389.9 million is for the alleged consolidated
income tax liabilities of the Lehman consolidated group of which
the U.S.-based holdings company is the common parent.

The IRS previously requested for a $390 million reserve for its
tax claim.  Mr. Giddens objected, arguing that it would result in
three separate reserves for the claim to the detriment of other
creditors.  The trustee also said that the Lehman parent is
already maintaining a reserve sufficient to cover the agency's
claim.

In a related development, Mr. Giddens set July 16 as the record
date for secured, administrative and priority claims.  The
trustee will not recognize any transfer of claims recorded on the
claims register after the record date.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33
billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: LBI to Set Aside $3-Bil. for Unsecured Claims
--------------------------------------------------------------
James W. Giddens, the trustee liquidating Lehman Brothers
Holdings Inc.'s brokerage, has filed a motion seeking court
approval to set aside $3 billion or more to cover claims of
unsecured creditors.

Specifically, the LBI Trustee is seeking authority to cap the
maximum allowable unsecured amounts, and establish an interim
distribution fund of $3 billion or more, for unsecured claims for
the purpose of making an interim distribution to the holders of
allowed unsecured claims and reserving for unresolved claims on a
pro rata basis.

The motion, if approved, would allow the trustee to make an
initial payment to unsecured creditors whose claims have already
been approved by the court, and to maintain a reserve for
unresolved unsecured claims on a pro rata basis.

Mr. Giddens is planning to make a first interim distribution to
allowed unsecured creditors with a record date of July 15.

As of May 31, Mr. Giddens has allowed 2,638 unsecured claims
totaling approximately $20.3 billion, according to the filing.

There were 909 claims subject to objections pending before the
court and an additional 1,353 remaining unresolved general
creditor claims as of May 31.  Some of the unresolved claims were
asserted in contingent and unliquidated amounts or were asserted
in liquidated amounts with a reservation of the right to amend
the asserted claim amount.

Judge Shelley Chapman will hold a hearing on July 30.  Objections
are due by July 21.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33
billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Newport Appeals Disallowance of Claims
-------------------------------------------------------
Newport Global Advisors LP has appealed a bankruptcy judge's order
that barred the firm from pursuing a $100 million claim against
Lehman Brothers Holdings Inc. and its subsidiaries.

Newport filed a claim to recover fees it lost as a result of
Lehman Brothers Inc.'s failure to transfer to another prime broker
the accounts of two of the firm's investment funds.  The firm had
argued that it is a third-party beneficiary of the funds' accounts
and seeks $100 million in damages.

LBI, the brokerage arm of the holdings company, served as prime
broker for the investment funds before bankruptcy.

Lehman in March filed an objection in which it asked the
bankruptcy judge to extinguish the claim, arguing that Newport
wasn't a party to the prime brokerage agreements.

On June 18, Judge Shelley Chapman ruled in favor of Lehman,
saying the agreements are "completely silent as to whether
Newport is an intended beneficiary."

"It is clear that the agreements evidence no intent on their face
to benefit Newport," Judge Chapman wrote in her June 18 decision.
"No assertion that Newport has made in the proofs of claim or its
pleadings supports the inference that Lehman and the funds
intended to confer a benefit on Newport."

Newport brought the appeal before the U.S. District Court for the
Southern District of New York.

Newport is represented by:

     David J. Molton, Esq.
     Andrew Dash, Esq.
     Howard S. Steel, Esq.
     BROWN RUDNICK LLP
     Seven Times Square
     New York, NY 10036
     Tel: 212-209-4800
     Fax: 212-209-4801
     E-mail: dmolton@brownrudnick.com
             adash@brownrudnick.com
             hsteel@brownrudnick.com

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33
billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LIGHTSQUARED INC: Harbinger Sues the U.S. Government
----------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported
that Philip Falcone's Harbinger Capital Partners is suing the
federal government for allegedly reneging on an agreement
regarding wireless venture LightSquared.  According to the report,
in a suit filed on July 11 with the U.S. Court of Federal Claims
in Washington, Harbinger said global positioning systems companies
"unlawfully" used spectrum owned by the Harbinger-backed
LightSquared.

"Harbinger has lost most of its approximately $1.9 billion
investment, despite having made that investment in specific
reliance on the government's agreement to permit it to build,
deploy, and operate a nationwide broadband network using
LightSquared's spectrum," the Journal cited Harbinger lawyers as
saying in the filing.

                     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.


LOCATION BASED TECH: Incurs $1.5-Mil. Net Loss in May 31 Quarter
----------------------------------------------------------------
Location Based Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $1.54 million on $455,139 of total net
revenue for the three months ended May 31, 2014, as compared with
a net loss of $3.10 million on $755,179 of total net revenue for
the same period last year.

For the nine months ended May 31, 2014, the Company reported a net
loss of $3.93 million on $1.20 million of total net revenue, as
compared with a net loss of $7.95 million on $1.55 million of
total net revenue for the same period in 2013.

The Company's balance sheet at May 31, 2014, showed $2.68 million
in total assets, $11.91 million in total liabilities and a $9.23
million total stockholders' deficit.

"We have not attained profitable operations and are dependent upon
obtaining financing to pursue any extensive acquisitions and
activities.  For these reasons, our auditors stated in their
report on our audited financial statements that they have
substantial doubt that we will be able to continue as a going
concern without further financing," the Company stated in the
filing.

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

                        http://is.gd/XDJRgd

                About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.

The Company incurred a net loss of $11.04 million for the year
ended Aug. 31, 2013, as compared with a net loss of $7.96 million
for the year ended Aug. 31, 2012.

Comiskey & Company, the Company's independent registered public
accounting firm, issued a "going concern" qualification on the
consolidated financial statements for the year ended Aug. 31,
2013.  The independent auditors noted that the Company has
incurred recurring losses since inception and has accumulated
deficit in excess of $45 million.  There is no establised sales
history for the Company's products, which are new to the
marketplace, the auditors added.

                        Bankruptcy Warning

The Company said it remains obligated under a significant amount
of notes payable, and Silicon Valley Bank has been granted
security interests in the Company's assets.

"If we are unable to pay these or other obligations, the creditors
could take action to enforce their rights, including foreclosing
on their security interests, and we could be forced into
liquidation and dissolution.  We are also delinquent on a number
of our accounts payable.  Our creditors may be able to force us
into involuntary bankruptcy," the Company said in the 2013 Annual
Report.


MARKERS COMPANIES: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

    Debtor                                         Case No.
    ------                                         --------
    The Markers Companies, Inc.                    14-14751
    11411 Southern Highlands Parkway, Suite 220
    Las Vegas, NV 89141

    The Markers Eagles Nest, LLC                   14-14752
    4951 E. Arroyo Verde
    Paradise Valley, AZ 85253

Chapter 11 Petition Date: July 10, 2014

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. August B. Landis (14-14751)
       Hon. Laurel E. Davis (14-14752)

Debtors' Counsel: Matthew C. Zirzow, Esq.
                  LARSON & ZIRZOW, LLC
                  810 S. Casino Center Blvd. #101
                  Las Vegas, NV 89101
                  Tel: 702-382-1170
                  Fax: 702-382-1169
                  Email: mzirzow@lzlawnv.com
                         zlarson@lzlawnv.com

                                     Estimated    Estimated
                                      Assets     Liabilities
                                    ----------   -----------
The Markers Companies, Inc.         $0-$50,000   $1MM-$10MM
The Markers Eagles Nest, LLC        $0-$50,000   $1MM-$10MM

The petitions were signed by Vincent Goett, director, secretary
and treasurer.

A list of The Markers Companies' four largest unsecured creditors
is available for free at http://bankrupt.com/misc/nvb14-14751.pdf

A list of The Markers Eagles Nest's 11 largest unsecured creditors
is available for free at http://bankrupt.com/misc/nvb14-14752.pdf


MATTESON HOLDING: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Matteson Holding I LLC
        c/o Dean Lakhani
        4930 Main Street
        Downers Grove, IL 60515

Case No.: 14-25512

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: July 10, 2014

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

Judge: Hon. Donald R Cassling

Debtor's Counsel: Allan O. Fridman, Esq.
                  WALLACH MICHALEC FRIDMAN, P.C.
                  555 Skokie Blvd, Suite 500
                  Northbrook, IL 60062
                  Tel: 847 412-0788
                  Fax: 847 412-0898
                  Email: allanfridman@gmail.com
                         afridman@wmflegal.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dave Mundrawala, member.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb14-25512.pdf


MCS AMS SUB-HOLDINGS: Moody's Lowers Corp. Family Rating to B3
--------------------------------------------------------------
Moody's Investors Service downgraded the credit of MCS AMS Sub-
Holdings LLC (MCS AMS). The Corporate Family rating (CFR) was
downgraded to B3 from B2, the Probability of Default rating (PDR)
to Caa1-PD from B3-PD, and the senior secured debt to B3 from B2.
The ratings outlook was revised to negative.

Ratings Rationale

The downgrade to B3 CFR reflects Moody's expectations for revenue
declines in 2014 and no growth in 2015 driven by ongoing
residential mortgage foreclosure delays and the loss of certain
contracts from one of MCS AMS's largest customers. Moody's expects
2014 revenues of about $400 million, down over 10% from 2013 (pro
forma for the 2013 merger of Asset Management Holdings, Inc. and
Mortgage Contracting Services LLC). MCS AMS's top 5 customers will
account for over 80% of revenue. Although credit metrics are
moderate (with adjusted Debt to EBITDA of about 4 times expected
in 2014), heightened business risks related to ongoing levels of
mortgage foreclosures and high customer concentration constrain
the ratings. Moody's anticipates annual free cash flow of about
$25 million in 2014. MCS AMS operates under a highly variable cost
structure through its use of subcontractors, helping it maintain
profits and cash flow despite the revenue decline. Moody's
considers MCS AMS's liquidity position to be adequate; however, if
free cash flow is less than Moody's anticipates, MCS AMS may
require other cash sources to meet debt amortization requirements
of $38.25 million over the next 18 months. The $20 million senior
secured revolving credit facility provides some external
liquidity.

The negative ratings outlook is driven by Moody's concerns over
MCS AMS's ability to achieve adequate free cash flow to meet
required debt amortization payments given recent contract losses
and difficulty in predicting mortgage foreclosure volumes.

The ratings could be lowered if revenues decline or liquidity
deteriorates. The ratings outlook could be changed to stable if
revenues stabilize and Moody's considers liquidity at least
adequate. The ratings could be upgraded if MCS AMS demonstrates
sustained revenue growth, substantial improvement in credit
metrics and improved liquidity while Moody's expects the
application of free cash flow to debt reduction.

The following actions were taken:

Issuer: MCS AMS Sub-Holdings LLC

Corporate Family Rating, Downgraded to B3 from B2

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

Senior Secured Revolving Credit Facility due 2018, Downgraded to
B3 from B2

Senior Secured Term Loan due 2019, Downgraded to B3 from B2

Outlook, Revised to Negative from Stable

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

MCS AMS, controlled by affiliates of TDR Capital, provides
property inspection and preservation services on behalf of lenders
and loan servicers for homes with defaulted mortgage loans and on
behalf of the owners of REO residential properties.


MEDICURE INC: To Issue 205,867 Common Shares for Debt
-----------------------------------------------------
Medicure Inc., subject to all necessary regulatory approvals, has
entered into shares for debt agreements with its Chief Executive
Officer, Dr. Albert Friesen and certain members of the Board of
Directors, pursuant to which the Company will issue 205,867 of its
common shares at a deemed price of $1.98 per common share to
satisfy $407,616 of outstanding amounts owing to Dr. Friesen and
members of the Company's Board of Directors.  These shares will be
subject to resale restrictions for a period of four months from
the date of issuance under applicable securities legislation.

                        About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.

Medicure Inc. incurred a net loss of C$2.57 million on C$2.60
million of net product sales for the year ended May 31, 2013, as
compared with net income of C$23.38 million on C$4.79 million of
net product sales during the prior fiscal year.  The Company's
balance sheet at Nov. 30, 2013, showed C$3.25 million in total
assets, C$8.52 million in total liabilities and a C$5.27 million
total deficiency.

Ernst & Young, LLP, in Winnipeg, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
year ended May 31, 2013.  The independent auditors noted that
Medicure Inc. has experienced losses and has accumulated a deficit
of $125,877,356 since incorporation and a working capital
deficiency of $2,065,539 as at May 31, 2013 that raises
substantial doubt about its ability to continue as a going
concern.


METRO AFFILIATES: Wayzata Stipulation Resolves Wind-Down Matters
----------------------------------------------------------------
Metro Affiliates, Inc., et al., notified the Bankruptcy Court of a
stipulation resolving certain wind-down issues and amending the
Liquidating Trust Agreement.

On June 11, 2014, the Court entered an order confirming the First
Amended Joint Plan of Liquidation proposed by the Debtors and the
Official Committee of Unsecured Creditors.

The Debtors relate that the stipulation dated June 30, was in the
furtherance of the confirmation order and Plan.  Parties to the
stipulation are: (i) the Debtors, (ii) Wayzata Opportunities Fund,
LLC, Wayzata Opportunities Fund II, L.P., Wayzata Recovery Fund,
LLC, Wayzata Opportunities Fund Offshore, L.P., and Wayzata
Opportunities Fund Offshore II, L.P., (iii) The Bank of New York
Mellon, as indenture trustee and collateral agent for the Notes,
on behalf of the holders of the (a) New Senior Secured Notes
issued by AETC on Oct. 19, 2009, in the original principal amount
of $90 million, and (b) the Senior Secured PIK Notes issued by
AETC in the aggregate principal amount of $65,423,638, and (iv)
the Official Committee of Unsecured Creditors in the chapter 11
cases.

The stipulation provides that in connection with the global
settlement, the noteholders consented to the use of their cash
collateral.  The Debtors had identified additional wind-down
expenses that have not been accounted for in the DIP budget.

A copy of the agreement is available for free at:

http://bankrupt.com/misc/METROAFF_1430_agreementamendment.pdf

The Plan creates a trust for unsecured creditors who are given the
right to pursue lawsuits.  Recoveries will be shared, with 70%
going to noteholders on their remaining claim of $14.3 million and
30% earmarked for other unsecured creditors.

                      About Metro Affiliates

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).  The
case is assigned to Judge Sean Lane.  In its schedules, Metro
Affiliates disclosed $14,438,351 in total assets and $163,562,007
total liabilities.

Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, D.C., represent the Debtors.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

The Joint Chapter 11 Plan of Liquidation filed by Metro
Affiliates, Inc. and its debtor affiliates embodies a global
settlement among the Debtors, the Creditors Committee, Wells Fargo
and Wayzata for a fair allocation of the Debtors' remaining
assets.  Wayzata holds a substantial majority of the Debtors'
Notes.  Among other things, the Settlement provides that proceeds
of the Noteholders' Collateral will be used to pay certain
administrative expenses.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

The U.S. appointed a three-member official committee of
unsecured creditors represented by Farrell Fritz, P.C.
PricewaterhouseCoopers LLP serves as the Committee's
Financial advisors.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, previously sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.


MOBIVITY HOLDINGS: Amends 23.5MM Shares Resale Prospectus
---------------------------------------------------------
Mobivity Holdings Corp. amended its registration statement as
filed with the U.S. Securities and Exchange Commission relating to
the sale by Sandor Capital Master Fund, Trellus Partners LP,
Cornelis F. Wit, et al., of up to 23,577,949 shares of the
Company's common stock, which amount includes 7,056,793 shares to
be issued to the selling stockholders only if and when they
exercise warrants held by them.

Although the Company will incur expenses in connection with the
registration of the common stock, the Company will not receive any
of the proceeds from the sale of the shares of common stock by the
selling stockholders.  The Company will receive gross proceeds of
up to $8,468,152 from the exercise of the warrants, if and when
they are exercised.

The Company's common stock is quoted on the OTC Markets under the
symbol "MFON".  The last reported sale price of the Company's
common stock as reported by the OTC Markets on July 10, 2014, was
$1.15 per share .

A full-text copy of the Form S-1 prospectus is available at:

                      http://is.gd/GgsfIL

                     About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings reported a net loss of $16.75 million in 2013,
a net loss of $7.33 million in 2012 and a net loss of
$16.31 million in 2011.  As of March 31, 2014, the Company had
$13.96 million in total assets, $3.77 million in total liabilities
and $10.18 million in total stockholders' equity.


MORTGAGE LENDERS: N.J. Court Rules in Sales Reps' Lawsuit
---------------------------------------------------------
Michael Meyers, David Rundella, David Bosefski, Scott Kerico, Marc
Ambrose, Lisa Macone, Johanna Curley, and Jeffery DePalma sued
Mitchell L. Heffernan and James E. Pedrick alleging that the
defendants failed to pay them earned commissions, in violation of
the New Jersey Wage Payment Law, N.J.S.A. 34:11-4.1 et seq. and
the Sales Representatives' Rights Act, N.J.S.A. 2A:61A-1 et seq.

The plaintiffs allege that they were employed as commissioned
sales representatives by the now-defunct Mortgage Lenders Network
USA, Inc., a mortgage banking company, until approximately
February 2007.  The plaintiffs filed the Complaint on February 18,
2010, seeking to hold the defendants personally liable for unpaid
commissions they allegedly earned as employees of MLN.  The
plaintiffs claim that, sometime prior to February 2007, MLN
stopped paying the plaintiffs earned commissions.  The plaintiffs
assert claims against the defendants for violations of the WPL and
the SRRA.

Messrs. Heffernan and Pedrick, as third-party plaintiffs, filed a
third-party complaint against Steven Patton and Paul Impagliazzo,
as "third-party defendants", pursuant to Federal Rule of Civil
Procedure 14, for indemnification and contribution in the event
they are held liable to the plaintiffs in the main action.

Messrs. Patton and Impagliazzo, as "fourth-party plaintiffs", then
filed a fourth-party complaint against Randal Roberge and Michael
Simeone, as "fourth-party defendants", pursuant to Rule 14, for
indemnification and contribution in the event they are held liable
to the third-party plaintiffs or the plaintiffs.

The defendants now move for summary judgment in their favor and
against the plaintiffs, pursuant to Rule 56 (the "122 Motion").
The plaintiffs oppose the so-called 122 Motion.

The third-party defendants move for judgment on the pleadings in
their favor and against the third-party plaintiffs, pursuant to
Rule 12(c) (the "121 Motion").  The third-party plaintiffs oppose
the so-called 121 Motion.

The fourth-party defendants counter-move for judgment on the
pleadings in their favor and against the third-party defendants,
pursuant to Rule 12(c) (the "125 Motion").  The fourth-party
plaintiffs oppose the so-called 125 Motion.

In a July 8, 2014 Memorandum Opinion available at
http://is.gd/1bT2vEfrom Leagle.com, New Jersey District Judge
Mary L. Cooper:

     (1) denied the defendants' motion for summary judgment;

     (2) grant the third-party defendants' motion for judgment
         on the pleadings; and

     (3) deny the fourth-party defendants' motion for judgment
         on the pleadings without prejudice as moot.

The case is, MEYERS v. HEFFERNAN, CIVIL ACTION NO. 12-2434 (MLC)
(D.N.J.).

                      About Mortgage Lenders

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- was once the 15th largest mortgage
lender in the United States.  The Company filed for Chapter 11
protection on February 5, 2007 (Bankr. D. Del. Case No. 07-10146).
Pachulski Stang Ziehl & Jones LLP represents the Debtor.  Blank
Rome LLP represents the Official Committee of Unsecured Creditors.
In the Debtor's schedules of assets and liabilities filed with the
Court, it disclosed total assets of $464,847,213 and total debts
of $556,459,464.

The Honorable Peter J. Walsh approved the Company's the First
Amended Plan of Liquidation as Modified on February 3, 2009.  A
full-text copy of the Debtor's First Amended Liquidating Plan
under Chapter 11 of the Bankruptcy Code, dated December 19, 2008,
is available at http://is.gd/1a3YGat no charge.

On July 19, 2011, the Bankruptcy Judge entered an Order approving
the final distributions, including distributions to most of the
plaintiffs, in the MLN Bankruptcy Case.


MMRGLOBAL INC: Unit Inks License Agreement with Claydata
--------------------------------------------------------
MMRGlobal, Inc., through its wholly owned subsidiary,
MyMedicalRecords, Inc., and Claydata(R) jointly announced the
signing of a patent license agreement.  Pursuant to the terms of
the Agreement, Claydata received a non-exclusive license to the
Company's family of patents, and the right to resell the Company's
MyMedicalRecords Personal Health Record or utilize selected
features in the MMR-PHR in Australia, New Zealand and the US.

The agreement was signed following a week of meetings with the
private sector and Australian officials, including Prime Minister
Tony Abbott, in connection with a program designed to generate
revenue in Australia through a private sector business cooperation
initiative between the United States and Australia.  The program
focuses on economics, sustainability, tourism, music &
entertainment, food & wine, arts & culture, defense, political
partnerships, healthcare, technology and other commercial
opportunities.  The meetings also focused on opportunities in the
Trans-Pacific Partnership which includes 12 member countries, of
which MMR owns relevant health IT patents and other intellectual
property in seven of them, specifically, the United States,
Australia, Canada, Japan, Mexico, New Zealand, and Singapore.

Claydata, headed by CEO Joseph Grace, M.D., is a leading
Australian health information technology provider based in Sydney
and provides its eHealth products and services to a number of
healthcare organizations from over 800 referring doctors, many of
which utilize Personal Health Record (PHR) services from Claydata
that will fall under the license agreement.

Dr. Joseph Grace said, "There are tremendous changes in healthcare
going on in Australia and throughout the Asia Pacific region.
This agreement gives Claydata the opportunity to sell our
interoperable systems to customers with a license to MMR's IP.
The agreement also gives Claydata the right to resell MMR's
MyMedicalRecords product to the clients we serve."

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

MMRGlobal reported a net loss of $7.63 million in 2013, as
compared with a net loss of $5.90 million in 2012.

The Company's balance sheet at March 31, 2014, showed $2.23
million in total assets, $10.30 million in total liabilities and a
$8.07 million total stockholders' deficit.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred significant operating losses and
negative cash flows from operations during the years ended
December 31, 2013 and 2012.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.


MT. GOX: Bitcoin Joint Venture to Bid for Assets
------------------------------------------------
Takashi Mochizuki, writing for The Wall Street Journal, reported
that a joint venture between a Chinese and American company plans
to launch a new bitcoin exchange in Japan by August, attempting to
fill the void left by the collapse of Mt. Gox, once the world's
largest trading platform for the crypto-currency.  According to
the report, BitOcean, a Beijing-based bitcoin ATM maker, will team
up with Atlas ATS, a New York-based exchange platform provider
that has worked for large Wall Street financial institutions.

The new venture -- BitOcean Japan -- also hopes to purchase the
assets of Tokyo-based Mt. Gox, which stopped operating in February
and filed for protection from creditors under Japan's bankruptcy
code, the report related.  While BitOcean Japan hopes to craft its
new exchange around the remains of Mt. Gox, one of the founders of
the new venture said they would create the Japan-based exchange
even if the trustee overseeing the Mt. Gox case doesn't accept
BitOcean's bid, the report further related.

                           About Mt. Gox

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

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

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

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


NATURAL MOLECULAR: Approved to Finance Liability Insurance Policy
-----------------------------------------------------------------
Bankruptcy Judge Marc Barreca authorized Natural Molecular Testing
Corporation to substitute and finance its liability insurance
policy pursuant to Sections 105(a) and 364(c) of the Bankruptcy
Court.

The Debtor, in its motion, stated that it obtained General
Liability, Professional Liability, and Umbrella policies through
Willis of Seattle, Inc. at a time when its testing volumes were at
an all-time high.  The policy period ran from July 5, 2013 to
August 2014.  The total yearly premium for this policy was
$102,543.  Since Natural Molecular's ongoing testing services have
decreased, and its work force has been reduced, Natural
Molecular's current liability policy coverage is not cost
effective. The Debtor has found a much more cost effective
liability insurance policy issued by Evanston Insurance Company.
The new General and Professional Liabilities Policies effective
dates are May 5, 2014, to May 5, 2015.  The policy limits are
$1,000,000 per incident and $3,000,000 aggregate, which is
consistent with the Debtor's prior general and professional
liability coverage.  The proposed yearly premium will be in the
amount of $31,651, a savings of approximately $70,000 per year, on
the underlying liability policy alone, and which premium will be
financed through IPFS Corporation for a total finance charge of
$674 (or 9.75%).

In order to finance the premium, IPFS requires a security interest
in the policy as set forth in the financing agreement and
allowance of a priority administrative claim.  The Debtor was
unable to obtain financing for this policy on an unsecured basis.

According to the Debtor, the new policy represents a significant
cost savings going forward and the financing terms are reasonable.
It is imperative for the Debtor to substitute its liability
insurance policy with Evanston Insurance Company in order to
reduce its costs while maintaining adequate coverage for its
operations and to do so it requires financing of the yearly
premium.

In the event that the Debtor defaults under the terms of the
agreement, IPFS may, without further Court order, cancel the
policies listed in the agreement or any amendment thereto and
receive and apply or return the unearned premiums to the account
of the Debtor.

The Debtor is represented by:

      Arnold M. Willig, Esq.
      Elizabeth H. Shea, Esq.
      Charles L. Butler, III, Esq.
      HACKER & WILLIG, INC., P.S.
      520 Pike Street, Suite 2500
      Seattle, Washington 98101
      Tel: (206) 340-1935

                      About Natural Molecular

Natural Molecular Testing Corp., which provides molecular
diagnostic-testing services, including testing for sexually
transmitted diseases and screening and counseling about cystic
fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle.  Hacker
& Willig, Inc., P.S., serves as its bankruptcy counsel. The
closely held company said assets are worth more than $100 million
while debt is less than $50 million.

The U.S. Trustee for Region 18 appointed a five-member Committee
of Unsecured Creditors.  Foster Pepper's Jane Pearson, Esq.;
Christopher M. Alston, Esq., and Terrance Keenan, Esq., serve as
the Committee's attorneys.


NATURAL MOLECULAR: Explore Consulting Added as Committee Member
---------------------------------------------------------------
Gail Brehm Geiger, Acting U.S. Trustee for Region 18, for the
second time, amended the members of the Official Committee of
Unsecured Creditors in the Chapter 11 case of Natural Molecular
Testing Corporation.

According to the Trustee, Explore Consulting, LLC has been added
to the Committee to replace creditor AutoGenomics, Inc., which
withdrew from the Committee effective March 17, 2014.

The members of the Committee are:

      1. Camber Health Partners
         Attn: Stephanie Bloomfield, attorney - chair
         GORDON THOMAS HONEYWELL
         1201 Pacific Avenue, Suite 2100
         Tacoma, WA 98402
         Tel: (253) 620-6514
         Fax: (253) 620-6565
         E-mail: sbloomfield@gth-law.com

      2. GenoPath Solutions, LLC
         Attn: William M. Hancock, attorney
         WOLFE, JONES, CONCHIN, WOLFE, HANCOCK & DANIEL, LLC
         905 Bob Wallace Avenue
         Huntsville, AL 35801
         Tel: (256) 534-2205
         Fax: (256) 519-6691
         E-mail: bankruptcy@wolfejones.com

      3. Pharmacogenomics Testing, LLC
         Attn: Charlie Rodkey, managing member
         25806 Lewis Ranch Road
         New Braunfels, TX 78132
         Tel: (210) 218-8610
         E-mail: crrodkey@gmail.com

      4. Honolulu Blue Ventures, LLC
         Attn: Jim Grossi, managing member
         25 Ionia SW, Suite 503
         Grand Rapids, MI 49503
         Tel: (248) 425-3880
         E-mail: jgrossi@hbvusa.com

     5. Explore Consulting, LLC
        Attn: JuliAn Coy, VP, Client Services
        10900 NE 8th Street, Suite 200
        Bellevue, WA 98004
        Tel: (425) 462-0100
        Fax: (425) 650-8500
        E-mail: jcoy@exploreconsulting.com

As reported in the Troubled Company Reporter on April 15, 2014,
the Committee consisted of:

     1. Camber Health Partners
     2. GenoPath Solutions, LLC
     3. Pharmacogenomics Testing, LLC
     4. Honolulu Blue Ventures

Natural Molecular Testing Corp., which provides molecular
diagnostic-testing services, including testing for sexually
transmitted diseases and screening and counseling about cystic
fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle.  Arnold M.
Willig, Esq., Elizabeth H. Shea, Esq., and Charles L. Butler, III,
Esq., at Hacker & Willig, INC., P.S., serve as the Debtor's
bankruptcy counsel. The closely held company said assets are worth
more than $100 million while debt is less than $50 million.

The U.S. Trustee for Region 18 appointed a five-member Committee
of Unsecured Creditors.  Foster Pepper's Jane Pearson, Esq.;
Christopher M. Alston, Esq., and Terrance Keenan, Esq., serve as
the Committee's attorneys.


NATURAL MOLECULAR: Court Denied Motion to Remove Committee Members
------------------------------------------------------------------
Bankruptcy Judge Marc L. Barreca denied Natural Molecular Testing
Corporation's motion to remove GenoPath Solutions, LLC (John
Stoddard), and Pharmacogenomics Testing, LLC (Charles Rodkey), as
members of the Official Unsecured Creditors' Committee.

The Court concluded that the Debtor has not met its burden to
demonstrate grounds that any members of the Committee must be
removed.

The Debtor, in support of its motion, stated that the basis for
the relief is the creditors' conflicts of interest.

Gail Brehm Geiger, the Acting U.S. Trustee for Region 18, objected
to the Debtor's motion for removal of Committee members, stating
that under present law, the Court may only modify the membership
of the Committee if the Court determines that a change is
necessary to ensure adequate representation of creditors.

The Committee submitted a sur-reply to strike the supplemental
declaration of Kenneth Webert in support of the Debtor's motion,
stating that the Debtor did not present any evidence with the
motion showing how or why it disputes the claims of the two
creditors.  The other members of the Committee opposed the motion,
saying the Committee has met its fiduciary duties to act in the
best interests of unsecured creditors.

                      About Natural Molecular

Natural Molecular Testing Corp., which provides molecular
diagnostic-testing services, including testing for sexually
transmitted diseases and screening and counseling about cystic
fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle.  Arnold M.
Willig, Esq., Elizabeth H. Shea, Esq., and Charles L. Butler, III,
Esq., at Hacker & Willig, INC., P.S., serve as the Debtor's
bankruptcy counsel. The closely held company said assets are worth
more than $100 million while debt is less than $50 million.

The U.S. Trustee for Region 18 appointed a five-member Committee
of Unsecured Creditors.  Foster Pepper's Jane Pearson, Esq.;
Christopher M. Alston, Esq., and Terrance Keenan, Esq., serve as
the Committee's attorneys.


NATURAL MOLECULAR: MedTech Approved to Collect Past Due Accounts
----------------------------------------------------------------
The Bankruptcy Court approved Natural Molecular Testing
Corporation's agreement with MedTech National, Inc. as third-party
billing firm to collect on past due accounts receivable.

Under the Agreement, the Debtor will make four initial installment
payments of $5,000 to MedTech to cover upfront costs.  Thereafter,
MedTech will be entitled to a percentage of the funds collected on
past due accounts pursuant to a sliding scale, ranging from up to
50% (for the first $200,000 collected only) down to 5% (for any
amounts collected over $3,000,001).  The agreement was executed in
the normal course of the Debtor's business and represents an arms-
length transaction.  Working with a third-party firm to collect
past due insurance amounts is an ordinary course business
transaction for a laboratory testing facility such as Natural
Molecular.

As reported in the Troubled Company Reporter on May 9, 2014, the
Debtor and MedTech anticipate that collection efforts would
start promptly and revenue would be available to Natural Molecular
starting within 60 to 90 days.

The Debtor has selected MedTech because it has considerable
medical billing experience and employs a wide range of
technologies to increase efficiency, reduce billing errors, and
shorten recovery time on past due accounts.

Natural Molecular Testing Corp., which provides molecular
diagnostic-testing services, including testing for sexually
transmitted diseases and screening and counseling about cystic
fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle.  Arnold M.
Willig, Esq., Elizabeth H. Shea, Esq., and Charles L. Butler, III,
Esq., at Hacker & Willig, INC., P.S., serve as the Debtor's
bankruptcy counsel. The closely held company said assets are worth
more than $100 million while debt is less than $50 million.

The U.S. Trustee for Region 18 appointed a five-member Committee
of Unsecured Creditors.  Foster Pepper's Jane Pearson, Esq.;
Christopher M. Alston, Esq., and Terrance Keenan, Esq., serve as
the Committee's attorneys.


NEWLEAD HOLDINGS: Says Ironridge's Actions Damaging to Holders
--------------------------------------------------------------
NewLead Holdings Ltd.'s management believes that Ironridge Global
IV, Ltd.'s requests of no more than 9.99% of the outstanding
shares of the Company on almost a daily basis and immediately
selling those shares into the market is damaging to NewLead's
shareholders and an abuse of an irrevocable instruction letter all
pursuant to documentation that is subject to an arbitration.

From April 11, 2014 to July 11, 2014, Ironridge received
approximately 125 million shares, 46.3 million of which have been
requested but not issued, and are therefore not included in the
shares outstanding.  As of July 6, 2014, Ironridge had received or
requested approximately 62 million common shares pursuant to
numerous conversions of the Series A Preference Shares pursuant to
an irrevocable instruction letter that the Company believes
Ironridge continues to abuse.  To this end, since July 7, 2014,
Ironridge has requested an additional 63 million common shares,
"further evidencing it never has been and never intended to be a
long term investor despite its assertions to the contrary," the
Company said in a regulatory filing with the U.S. Securities and
Exchange Commission.

As of July 10, 2014, the Company had approximately 274.5 million
shares outstanding.

                    About NewLead Holdings Ltd.

Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels.  NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings.  NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.

NewLead Holdings reported a net loss of $158.22 million on $7.34
million of operating revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $403.92 million on $8.92 million of
operating revenues in 2012.  The Company's balance sheet at
Dec. 31, 2013, showed $151.33 million in total assets, $292.68
million in total liabilities and a $141.34 million total
shareholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has incurred a net loss, negative operating cash
flows, a working capital deficiency, and shareholders' deficiency
and has defaulted under its credit facility agreements.  Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


NGL ENERGY: TransMontaigne Deal No Impact on Fitch IDR
------------------------------------------------------
Fitch Ratings does not expect to change NGL Energy Partners LP's
(NGL) 'BB' Issuer Default Rating (IDR) or 'BB-' senior unsecured
rating following the company's announcement that it has offered to
acquire the remaining limited partnership units of TransMontaigne
Partners L.P. (TransMontaigne Partners) in a unit-for-unit
exchange. The offer is non-binding and subject to a definitive
agreement. In addition, approval is needed from the conflicts
committee of the board of TransMontaigne Partners GP L.L.C.,
followed by board and unitholder approval.

Fitch views the potential increase in size and scale as favorable
from a credit perspective provided NGL manages the balance sheet.
Consolidation of TransMontaigne Partners would simplify NGL's
structure and provide for additional growth opportunities.

The potential acquisition involves NGL acquiring approximately
80.3% of TransMontaigne Partners since it already owns 19.7% of
the LP units. In total, NGL would acquire approximately 12.9
million units currently valued at $562 million. On July 2, NGL
acquired TransMontaigne Inc. (which held the GP for TransMontaigne
Partners), 19.7% of the outstanding LP units of TransMontaigne
Partners, and certain associated entities for approximately $200
million in cash.

The 'BB' rating is supported by NGL's strategy to operate with
strong distribution coverage and diverse operations which are
located throughout the U.S. Since NGL has significant senior
secured debt ahead of the senior unsecured debt, the unsecured
debt is notched down to 'BB-'.

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

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

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

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

Prior to the completed acquisition on July 2, management indicated
that adjusted EBITDA should be in the range of $425 million-$430
million in FY2015, up from $255 million in FY2014. In FY2015, it
expects to see growth capex of approximately $500 million, up from
$133 million in FY2014. In the current fiscal year, approximately
50% of spending is to be directed toward crude logistics, 40%
water services and the remainder is for other NGL logistic
projects.

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

Following the June bond offering of $350 million and equity
offering of $338 million, liquidity appears to be adequate.
Proceeds from both offerings were used to reduce revolver
borrowings. As of year-end FY2014, cash on the balance sheet was
approximately $10 million, the working capital facility had
approximately $275 million undrawn and the expansion facility had
$253 million undrawn.

In late 2013, NGL increased the size of its secured revolving
credit facility to $1.721 billion from $1.67 billion. The bank
agreement is comprised of two facilities: a $935.5 million working
capital facility which is restricted by a borrowing base and a
$785.5 million expansion capital facility. The facility extends
until 2018.

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

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

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

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

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


NII HOLDINGS: BlackRock Lowers Equity Stake to 2.7%
---------------------------------------------------
BlackRock, Inc., disclosed in an amended Schedule 13G filed with
the U.S. Securities and Exchange Commission that as of
June 30, 2014, it beneficially owned 4,569,576 shares of common
stock of NII Holdings representing 2.7 percent of the shares
oustanding.  BlackRock previously owned 23,937,400 shares at
March 31, 2014.  A full-text copy of the regulatory filing is
available for free at http://is.gd/ZWeAGO

                        About NII Holdings

With headquarters in Reston, Virginia, NII Holdings is an
international wireless operator with more than 7 million largely
post-pay, business subscribers.

As of March 31, 2014, the Company had $8.18 billion in total
assets, $8.19 billion in total liabilities and a $8.76 million
total stockholders' deficit.

                        Bankruptcy Warning

"We believe we are currently in compliance with the requirements
under all of our financing arrangements, including the indentures
for our senior notes, our equipment financing facilities and our
local bank financing agreements.  In light of the probability
that, absent a waiver or amendment, we will be unable to meet the
financial covenants in the equipment financing facilities and the
local bank financing agreements as of the next compliance date,
there is no guarantee that the lender of our equipment financing
facilities will continue to fund additional requests under these
facilities.  In addition, a holder of more than 25% of our 8.875%
senior notes, issued by NII Capital Corp. and due December 15,
2019, has provided a notice of default in connection with these
notes.  We believe that the allegations contained in the notice
are without merit.

"If we are unable to meet our debt service obligations or to
comply with our other obligations under our existing financing
arrangements:

   * the holders of our debt could declare all outstanding
     principal and interest to be due and payable;

   * the holders of our secured debt could commence foreclosure
     proceedings against our assets;

   * we could be forced into bankruptcy or liquidation; and

   * debt and equity holders could lose all or part of their
     investment in us," the Company said in the Quarterly Report
     for the period ended March 31, 2014.

                             *   *    *

As reported by the TCR on March 5, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on Reston, Va.-based
wireless carrier NII Holdings Inc. (NII) to 'CCC' from 'CCC+'.
"The downgrade follows the company's poor fourth-quarter 2013
results that were below our expectations, and its disclosure that
its auditors have uncertainty about the company's ability to
continue as a going concern," said Standard & Poor's credit
analyst Allyn Arden.

The TCR also reported on March 5, 2014, that Moody's Investors
Service downgraded the corporate family rating (CFR) of NII
Holdings Inc. ("NII" or "the company") to Caa1 from B3.  The
downgrade reflects the company's poor 2013 operating performance
and the risk that the company will violate the covenants governing
its Mexican and Brazilian subsidiary debt, which could trigger an
event of default for up to $4.4 billion of debt issued by
intermediate holding companies NII Capital Corp. and NII
International Telecom S.C.A.


NII HOLDINGS: FMR LLC Stake Down to Less Than 1%
------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission on July 9, 2014, FMR LLC, Edward C. Johnson 3d
and Abigail P. Johnson disclosed that they beneficially owned
469,200 shares of common stock of NII Holdings representing 0.272%
of the shares outstanding.  A full-text copy of the regulatory
filing is available for free at http://is.gd/qEjwmX

                        About NII Holdings

With headquarters in Reston, Virginia, NII Holdings is an
international wireless operator with more than 7 million largely
post-pay, business subscribers.

As of March 31, 2014, the Company had $8.18 billion in total
assets, $8.19 billion in total liabilities and a $8.76 million
total stockholders' deficit.

                        Bankruptcy Warning

"We believe we are currently in compliance with the requirements
under all of our financing arrangements, including the indentures
for our senior notes, our equipment financing facilities and our
local bank financing agreements.  In light of the probability
that, absent a waiver or amendment, we will be unable to meet the
financial covenants in the equipment financing facilities and the
local bank financing agreements as of the next compliance date,
there is no guarantee that the lender of our equipment financing
facilities will continue to fund additional requests under these
facilities.  In addition, a holder of more than 25% of our 8.875%
senior notes, issued by NII Capital Corp. and due December 15,
2019, has provided a notice of default in connection with these
notes.  We believe that the allegations contained in the notice
are without merit.

"If we are unable to meet our debt service obligations or to
comply with our other obligations under our existing financing
arrangements:

   * the holders of our debt could declare all outstanding
     principal and interest to be due and payable;

   * the holders of our secured debt could commence foreclosure
     proceedings against our assets;

   * we could be forced into bankruptcy or liquidation; and

   * debt and equity holders could lose all or part of their
     investment in us," the Company said in the Quarterly Report
     for the period ended March 31, 2014.

                             *   *    *

As reported by the TCR on March 5, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on Reston, Va.-based
wireless carrier NII Holdings Inc. (NII) to 'CCC' from 'CCC+'.
"The downgrade follows the company's poor fourth-quarter 2013
results that were below our expectations, and its disclosure that
its auditors have uncertainty about the company's ability to
continue as a going concern," said Standard & Poor's credit
analyst Allyn Arden.

The TCR also reported on March 5, 2014, that Moody's Investors
Service downgraded the corporate family rating (CFR) of NII
Holdings Inc. ("NII" or "the company") to Caa1 from B3.  The
downgrade reflects the company's poor 2013 operating performance
and the risk that the company will violate the covenants governing
its Mexican and Brazilian subsidiary debt, which could trigger an
event of default for up to $4.4 billion of debt issued by
intermediate holding companies NII Capital Corp. and NII
International Telecom S.C.A.


OHI INTERMEDIATE: S&P Lowers CCR to 'B', Removed From CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Buffalo, N.Y.-based OHI Intermediate Holdings Inc. to
'B' from 'B+' and removed the rating from CreditWatch, where S&P
had placed it with negative implications on April 24, 2014.  The
outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to Osmose Holdings Inc.'s proposed $25 million
revolver due 2019 and $235 million second-lien loan due 2021.
Osmose is a subsidiary of OHI.  The '3' recovery rating reflects
S&P's expectation for meaningful recovery (50%-70%) in the event
of a payment default.

S&P will withdraw the ratings on Osmose's existing credit facility
following full repayment upon the close of the transaction.

"The downgrade reflects OHI's weaker credit measures because of
the company's sale of its wood preservation and railroad services
businesses, and its subsequent debt refinancing," said Standard &
Poor's credit analyst Robyn Shapiro.  "Pro forma for the
transaction, we expect debt to EBITDA of about 5x."  S&P assess
the equity sponsor's financial policy as "aggressive," reflecting
the payment of two debt-financed dividends and the proposed sale
of more than half of the business within less than two years after
OHI was acquired.

OHI provides utility transmission and distribution and
communications infrastructure inspection, treatment, restoration,
and engineering services across the U.S.  About two-thirds of
revenues are from utility pole inspection, treatment, and
restoration services for utilities and municipalities.  Demand for
the company's services comes from the utilities' regulations to
ensure infrastructure safety and reliability. U.S. utility
infrastructure is aging, and increasing utility outsourcing of
needed maintenance should push continued growth in this business
over the long term.

The stable outlook reflects S&P's expectation that OHI will
continue to generate positive free cash flow, with credit metrics
that are consistent with a "highly leveraged" financial risk
profile, such as debt to EBITDA of about 5x and FOCF to debt of
about 5%.  S&P expects modest improvements in credit metrics over
the next few years, given the cash flow sweep requirement in the
proposed term loan, S&P's assumptions for gradual EBITDA
improvements, and its expectation that management will approach
growth prudently.

While unexpected, S&P could lower the rating on OHI during the
next 12 months if FOCF becomes negative.  This could occur as a
result of an unexpected decline in operating performance due to
weather, for example, or the adoption of a more aggressive growth
plan.

S&P also considers an upgrade unlikely because it believes the
company's financial policies will remain "highly leveraged" under
its private equity owners.


OSMOSE HOLDINGS: Moody's Affirms 'B2' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service has affirmed Osmose Holdings Inc.'s B2
Corporate Family Rating ("CFR") and assigned B2 ratings to the
company's proposed senior secured credit facilities. The rating
outlook is stable.

"Expectations for more stable cash flows offset the modest
increase in leverage and contraction of Osmose's business profile
following the company's planned divestiture of two businesses,"
said Ben Nelson, Moody's Assistant Vice President and lead analyst
for Osmose Holdings Inc.

Osmose plans to sell the wood preservation chemicals and railroad
services business to Koppers Holdings Inc. (Ba3 stable) for $460
million. Proceeds will be used to fund a distribution to the
company's private equity sponsor and reduce secured debt from
about $400 million to $235 million -- comprised of a new first
lien senior secured term loan. The new term loan, along with an
undrawn $25 million revolving credit facility, will be the
preponderance of debt remaining in the capital structure. Moody's
estimates relatively weak initial pro forma financial leverage in
the low 5 times (Debt/EBITDA) and owing to low-cost bank debt,
relatively strong interest coverage in the low 3 times (EBITDA-
CapEx/Interest).

Moody's believes that the company will have a more stable
operating profile in the long-term despite a much-smaller revenue
base following the completion of the proposed divestitures. The
chemicals business being sold is tied to the cyclical housing
industry, particularly residential remodeling; exposed to
fluctuations in the price of copper, a key raw material for most
products; and competes in an industry with uncertain competitive
dynamics and much stronger competitors. The remaining utilities
services business has more stable customers and favorable long-
term trends including tightening regulatory requirements, aging
utility infrastructure, and increased customer outsourcing of
maintenance and repair services. New contract signings, combined
with recent bolt-on acquisitions and modest reduction in corporate
overhead consistent with the company's smaller profile, support
Moody's expectation for revenue growth and margin expansion in
2014 and 2015. Moody's believes that the expected improvement in
operating performance, combined with free cash flow in the mid
single digit range (FCF/Debt), will enable the company to reduce
leverage by at least a full turn by the end of 2015.

However, the company's historical disposition toward acquisitions
and shareholder returns suggest a willingness to use its balance
sheet aggressively and loose terms of the covenant-lite credit
facilities will enable the company to maintain these financial
policies going forward. The company will not be required to comply
with financial maintenance covenants unless the revolver is drawn
by more than 25%, the point at which a springing leverage ratio
test with equity cure rights would apply. The credit agreement is
also expected to have a carve-out provisions allowing an
additional $50 million (over 20% of the initial term loan size)
without any incurrence test and unlimited additional debt subject
to incurrence tests for both pari passu and junior debt. These
factors limit the consideration given to the prospective
improvement in key credit metrics.

The actions:

Issuer: Osmose Holdings, Inc.

Corporate Family Rating, Affirmed B2;

Probability of Default Rating, Affirmed B2-PD;

$25 million Senior Secured Revolving Credit Facility, Assigned
B2 (LGD4);

$235 million Senior Secured Term Loan, Assigned B2 (LGD4);

Outlook, Stable

The assigned ratings remain subject to Moody's review of the final
terms and conditions of the proposed transaction expected to close
in the third quarter of 2014. The ratings on the company's
existing senior secured credit facilities are expected to be
withdrawn.


PACIFIC THOMAS: Court Rules in Trustee Suit v. Trading Ventures
---------------------------------------------------------------
Kyle Everett, Chapter 11 Trustee for Pacific Thomas Corporation
sought declaratory relief regarding the validity of the lease
agreement between PTC and Pacific Trading Ventures; an accounting,
injunctive relief against PTV and individual defendants Randall
Whitney and Jill Worsley; and turnover of books and records and
funds owed to the estate.  Subsequently, the court found that,
without admitting its validity, the Trustee terminated the lease
pursuant to its terms, and also terminated a management agreement
for cause.

On this basis, the court issued its Preliminary Injunction, which
(a) required PTV to turn over all rent or other income received
related to PTC property, (b) required PTV, Whitney and Worsley to
turn over to the Trustee current and historical books and records
related to the PTC property, and (c) restrained Whitney and
Worsley from entering the property or interfering with the
Trustee's transfer of management and operations of PTC's property
from PTV to a new management company.

At trial, the remaining issues were the validity of the lease and
management agreements, whether such agreements (if valid) were
terminated, and the Trustee's request for turnover of pre- and
post-petition funds from PTV.  If the Trustee prevails, the
Trustee will further request that the preliminary injunction be
made permanent.

In a July 8, 2014 Decision After Trial, available at
http://is.gd/LZlvolfrom Leagle.com, Bankruptcy Judge M. Elaine
Hammond ruled that:

     (1) That the Lease Agreement was signed but never effectuated
by PTC and PTV. As a result, enforcement of the Lease Agreement,
Lease Extension and Lease Addendum was waived by the parties. If
the Lease Agreement was ever valid, it was terminated by the
Trustee by notice pursuant to its terms.

     (2) That the Management Agreement was the agreement by which
the parties operated. This agreement was terminated by the Trustee
for cause as of August 30, 2013, however, PTV continued to provide
services through entry of the Preliminary Injunction. PTV is
entitled to receive management fees through October 14, 2013 based
upon the turnover of operations.

     (3) A final injunction should be entered consistent with the
Preliminary Injunction providing for termination and turnover of
PTV's business operations, prohibiting further involvement of
Whitney, Worsley and other Restrained Parties (as defined in the
Preliminary Injunction) in PTV's current business operations, and
such further relief as ordered in the Preliminary Injunction.

     (4) The Trustee did not establish that PTC's estate is
entitled to a judgment of $712,206 against PTV for a prepetition
Note Receivable.

     (5) The Trustee established, and PTV did not rebut, that
PTC's estate is entitled to a judgment of $566,685 against PTV for
postpetition rents received and not turned over to PTC.

The case is, Kyle Everett, Plaintiff, v. Randall Whitney, et al.,
Defendants, Adv. Proc. No. 13-04079 AH (Bankr. N.D. Calif.).

                    About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general
counsel.  The petition was signed by Jill V. Worsley, COO,
secretary.  Kyle Everett was named Chapter 11 trustee of the
Debtor.  Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San
Francisco, Calif., represents the Chapter 11 trustee as counsel.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.

In January 2014, Judge Hammond entered an order holding that
Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed
on Dec. 31, 2013, is not approved for the reasons stated on the
record at the Jan. 16 hearing.  Pursuant to the Plan, the Debtor
proposes to avail of a loan from Thorofare Capital to pay off some
secured claims.  The new loan would be refinanced by the
reorganized company before the loan terms expires.  If the
reorganized company fails to do so, the safe storage parcels of
the Pacific Thomas properties will be sold.


PANACHE BEVERAGE: Receives Demand Notice From Natwest
-----------------------------------------------------
In connection with a factoring agreement, dated Feb. 11, 2014, by
and among Natwest Finance Limited, Wodka, LLC, Panache, LLC, and
James Dale, Panache Beverage, Inc., received written notice from
Natwest of demand for repayment of the aggregate principal amount
and interest due of $190,032 as of June 30, 2014.  Management
disputes the claim made by Natwest and believes that it does not
have merit.

                      About Panache Beverage

New York-based Panache Beverage, Inc., specializes in the
strategic development and aggressive early growth of spirits
brands establishing its assets as viable and attractive
acquisition candidates for the major global spirits companies.
Panache builds its brands as individual acquisition candidates
while continuing to develop its pipeline of new brands into the
Panache portfolio.

Panache Beverage reported a net loss of $4.58 million in 2013
following a net loss of $3.27 million in 2012.  The Company's
balance sheet at March 31, 2014, showed $6.05 million in total
assets, $14.36 million in total liabilities and a $8.31 million
total deficit.

In their report on the consolidated financial statements for the
year ended Dec. 31, 2013, Silberstein Ungar, PLLC, expressed
substantial doubt about the Company's ability to continue as a
going concern, citing that the Company has limited working capital
and has incurred losses from operations.


PATRICK HANNON: IRS Bid for Disbursement of Proceeds Denied
-----------------------------------------------------------
Bankruptcy Judge William C. Hillman denied the "Motion for
Disbursement of Proceeds of Exempt Property Currently Held by
Chapter 7 Trustee" filed by the United States of America, Internal
Revenue Service, over the objections of (i) Joseph H. Baldiga, the
Chapter 7 trustee for the estates of Patrick and Elizabeth Hannon;
and (ii) the debtors.

The IRS asserts that it is entitled to the proceeds of property
sold by the Chapter 7 Trustee in which the Debtors had claimed an
exemption pursuant to 11 U.S.C. Sec. 522(c)(2)(B).

On December 15, 2011, the IRS filed a civil action against the
Debtors in the U.S. District Court for the District of Maine,
seeking a money judgment against the Debtors for their federal
income tax liabilities for the years 1999, 2000, and 2001 and
against Patrick Hannon for additional trust fund recovery
penalties.  Prior to filing the lawsuit, the IRS filed Notices of
Federal Tax Lien with regard to the tax debts in the York County,
Maine Registry of Deeds and with the Maine Secretary of State.

The Hannons filed a voluntary Chapter 11 petition (Bankr. D. Mass.
Case No. 12-13862) on May 3, 2012.

On July 20, 2012, the IRS filed a proof of claim asserting claims
totaling $8,014,490.74 against the Debtors, $7,999,244.98 of which
was secured.

On January 2, 2013, the Debtors' case was converted to one under
Chapter 7.

On January 18, 2013, the Trustee filed an adversary proceeding
against the IRS, seeking to avoid a portion of the IRS's lien
pursuant to 11 U.S.C. Sec. 724(a).  In the complaint, the Trustee
alleged that $2,639,218.09 of the IRS lien was avoidable as
securing tax penalties, and an additional $2,578,327.71 of the IRS
lien was avoidable as securing interest, which the IRS's proof of
claim failed to show was compensation for actual pecuniary loss.

By agreement of the parties, however, all pre-trial deadlines in
the Avoidance Action were suspended until the Trustee completed
his liquidation and recovery of estate assets.

Throughout 2013, the Trustee liquidated much of the Debtors' real
and personal property.

According to Judge Hillman, the IRS's arguments are, in essence,
premature.  "The IRS is correct that, even if the Trustee is
successful in the Avoidance Action, the entirety of its tax lien
will survive as to the property claimed as exempt.  Pursuant to
[Sec.] 522(g), if the Trustee avoids the IRS lien on property in
which the Debtors have claimed an exemption, the value of the
avoided lien will accrue first to the Debtors exemptions, not the
estate.  Thus, once the Avoidance Action is completed, there may
be sale proceeds which are exempted from the bankruptcy estate.
Then, pursuant to [Sec.] 522(c)(2)(B), any exempt portion of the
sale proceeds would be liable for the entirety of the IRS lien,
not solely the non-penalty portion.  Nevertheless, only if the
Trustee succeeds in the Avoidance Action will any of the sale
proceeds become exempt property.  Accordingly, the IRS is not
currently entitled to any distribution from the Trustee," the
Judge said.

A copy of the Court's July 9, 2014 Memorandum of Decision is
available at http://is.gd/fhDUNGfrom Leagle.com.

Kathryn Keneally, Esq., and Edward J. Murphy, Esq., of the U.S.
Department of Justice, Washington, D.C. argues for the IRS.

The Chapter 7 Trustee is represented by:

     Kate P. Foley, Esq.
     MIRICK, O'CONNELL, DEMALLIE, & LOUGEE, LLP
     100 Front Street
     Worcester, MA  01608-1477
     Tel: 508-860-1463
     E-mail: kfoley@mirickoconnell.com

The Hannons are represented by:

     Herbert Weinberg, Esq.
     ROSENBERG & WEINBERG
     805 Turnpike St
     North Andover, MA 01845
     Tel: (978) 683-2479
     Fax: (978) 208-2501
     E-mail: hweinberg@jrhwlaw.com


PHI GROUP: Amends Fiscal 2012 Annual Report
-------------------------------------------
PHI Group, Inc., filed with the U.S. Securities and Exchange
Commission an amended annual report for the year ended June 30,
2012.  The Amended Report disclosed $604,676 in total assets,
$10.63 million in total liabilities and a $10.02 million total
stockholders' deficit as of June 30, 2012.  The Company previously
reported $1.15 million in total assets, $10.63 million in total
liabilities, all current, and a $9.47 million total stockholders'
deficit.

No changes were made to the Company's combined consolidated
statements of operations.

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

                        http://is.gd/e9MD3t

                           About PHI Group

Huntington Beach, Cal.-based PHI Group, Inc., through its wholly
owned and majority-owned subsidiaries, is engaged in a number of
business activities, the scope of which includes consulting and
merger and acquisition advisory services, real estate and
hospitality development, mining, natural resources, energy, and
investing in special situations.  The Company invests in various
business opportunities within its chosen scope of business,
provides financial consultancy and M&A advisory services to U.S.
and foreign companies, and acquires selective target companies
under special situations to create additional long-term value for
its shareholders.

PHI Group reported a net loss of $5.15 million on $570,000 of
consulting and advisory fee income for the year ended
June 30, 2012, as compared with a net loss of $1.17 million on
$409,317 of consulting and advisory fee income for the year ended
June 30, 2011.

Dave Banerjee, CPA An Accountancy Corp., in Woodland Hills,
California, issued a "going concern" qualification on the
consolidated financial statements for the year ended June 30,
2012.  The independent auditor noted that the Company has
accumulated deficit of $35,814,955 and a negative cash flow from
operations amounting to $1,367,705 for the year ended June 30,
2012.  These factors raise substantial doubt about the Company's
ability to continue as a going concern.


PINNACLE HOLDCO: S&P Retains 'B' CCR Following $40MM Debt Add-On
----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings and outlook on
Luxembourg-based computer services provider Pinnacle Holdco
S.ar.l. remain unchanged upon the re-pricing of its first- and
second-lien term loans to lower its interest costs and its
issuance of a $40 million add-on to the first-lien debt.  It
intends to use the proceeds of the add-on to repay an equal amount
of the second-lien debt.  The tenor of both facilities remains
unchanged.  The transaction is leverage neutral.  The 'B'
corporate credit rating and all issue-level ratings remain the
same.

S&P's ratings on Pinnacle reflect the company's weak business risk
profile and highly leveraged financial risk profile.  The company,
a provider of software solutions to the worldwide oil and gas
exploration and production industry, has a significant market
position in a relatively small market and competes with several
major and long-established players with greater financial and
product resources.  It is helped by longstanding relationships
with many major oil companies and a strong recurring revenue base
with high renewal rates.  The company's highly leveraged financial
profile reflects debt to EBITDA leverage of close to 6x with no
expected material improvement over the intermediate term.

RATINGS LIST

Pinnacle Holdco. S.ar.l.
Corporate Credit Rating             B/Stable/--
  Senior Secured
  $345 mil.* first-lien term loan    B+
   Recovery Rating                   2
  $40 mil. revolver                  B+
   Recovery Rating                   2
  $135 mil. second-lien bank loan    CCC+
   Recovery Rating                   6

*Reflects amount after add-on


POWER BALANCE: Confirmed Plan to Resolve Class Action Claims
------------------------------------------------------------
District Judge Edward M. Chen dismissed, without prejudice, all
claims for relief asserted by the Plaintiff against the Defendant
in the class action captioned as, C.F.C., minor, by and through
CHRISTINE F., his parent and guardian, on behalf of himself and
all others similarly situated, Plaintiff, v. POWER BALANCE LLC; a
Delaware Limited Liability Company, Defendants, Case No. 3:11-CV-
00487-EMC (N.D. Cal.).  Each party shall bear its own costs and
fees.

The Plaintiff sought dismissal of the claims.

The court in Power Balance's bankruptcy case has confirmed Power
Balance's Third Amended Chapter 11 Liquidating Plan.

The Plaintiff's claims will be resolved by the Third Amended
Chapter 11 Liquidating Plan.

Plaintiff has contacted Power Balance's bankruptcy attorneys and
requested that they sign a Stipulation for Voluntary Dismissal
pursuant to F.R.C.P. 41(a)(1)(A)(ii).  However, the Plaintiff has
not heard back from Power Balance's attorneys for several months
and therefore requests an Order from the Court.

A copy of the Court's July 8, 2014 Order is available at
http://is.gd/jRpEo4from Leagle.com.

Christopher M. Burke, Esq. -- cburke@scott-scott.com -- Scott +
Scott LLP, San Diego, CA, represents Plaintiff, C.F.C., a minor,
by and through Christine F., his parent and guardian.

Power Balance, LLC filed a voluntary Chapter 11 petition (Bankr.
C.D. Cal. Case No. 11-25982) on November 18, 2011.


PRECISION OPTICS: Richard Forkey Quits as Director
-------------------------------------------------
Mr. Richard E. Forkey resigned from Precision Optics Corporation
Inc.'s Board of Directors on July 9, 2014.  Mr. Forkey will
continue to stay involved with the Company as the founder and
chairman emeritus.

Mr. Forkey founded the Company in 1982 and spent the next 30 years
turning his vision into a reality.  During this time he served in
many positions including clerk, treasurer, CEO, director, and
chairman of the Board.  He was the visionary behind the Company
and has been instrumental in the development of the Company's
proprietary technologies, having invented or co-invented the
technology behind over 50 patents and patent applications assigned
to the Company.

Under Mr. Forkey's leadership, Precision Optics developed
innovative optical systems that fueled advances in many different
fields - from the world's first sterilizable endocouplers
developed in the early 1980s to the night vision optics used by
the US military in the early 1990s to the world's first 3D
endoscope used for robotic surgery in the late 1990s.  More
recently, Mr. Forkey's vision for smaller, less intrusive optical
devices for use in medical diagnostics and surgical procedures,
has resulted in optical systems and endoscopes as small as a
couple hundred microns.

"We are grateful to Mr. Forkey for his service and dedication to
our Company.  As he steps down from the Board, we are pleased that
he will continue to share his vision and passion as the Founder
and Chairman Emeritus," the Company stated.

                    Appointment of New Directors

On July 9, 2014, the Company's Board of Directors appointed Dr.
Kenneth S. Schwartz, MD, and Peter H. Woodward as directors of the
Company and Mr. Woodward as Chairman of the Board.

Dr. Schwartz is currently the Medical Director at New York
Radiology Alliance, a position he has held since October 2010, and
the Director of the Radiology Residency Program at Brookhaven
Memorial Hospital Medical Center.  He was the founding and
managing Partner of S and D Medical LLP, a 60 person radiology
group providing radiology services to eleven hospitals and imaging
centers in the New York metropolitan area, for over ten years
until he sold the Practice in 2010.  He has served on the Board of
Directors at ARKS Radiology Management, Inc., since June 1999 and
serves on the Board of Trustees at the Brookhaven Memorial
Hospital Medical Center.  Dr. Schwartz also served as the Adjunct
Clinical Associate Professor in the Department of Medical Imaging
at the New York Institute of Technology in the College of
Osteopathic Medicine from July 2007 to July 2012.  Dr. Schwartz
earned a BS from Brooklyn College and a Medical Degree from Albert
Einstein College of Medicine.  He was a Diagnostic Radiology
Resident at North Shore University Hospital in the Memorial
Hospital-Sloan Kettering Cornell Cooperating Program.

Mr. Woodward is the founder of MHW Capital Management, LLC, a
position he has held since September 2005.  MHW specializes in
large equity investments in public companies implementing
operating strategies to significantly improve their profitability.
From 1996 to 2005, Mr. Woodward was the Managing Director for
Regan Fund Management, LLC.   He currently serves as the Chairman
of the Board and member of the Audit Committee for Cartesian, Inc.
and TSS, Inc.  Mr. Woodward holds a BA in economics from Colgate
University and a Masters of International Affairs with a
concentration in international economics and finance from Columbia
University.  He is also a Chartered Financial Analyst.

Both Dr. Schwartz and Mr. Woodward were appointed in connection
with the sale and purchase agreement between the Company and
accredited investors reported on the Company's Periodic Report on
Form 8-K filed July 7, 2014.  Pursuant to the Agreement, the
Company is required to appoint two qualified individuals named by
Hershey Strategic Capital LP to the Company's Board of Directors.
Those individuals shall serve for three years or until
resignation, whichever is earlier.

                          Bylaws Amendment

On July 9, 2014, the Company's Board of Directors approved an
amendment to its Bylaws.  The Bylaws now provide that the Board of
Directors will consist of six directors, rather than five.
Additionally, the Bylaws were revised to state that the Chairman
of the Board is not required to be an officer of the Company.
Massachusetts law provides for a staggered Board by default;
however, the Board of Directors believed it would add clarity to
revise the Bylaws to explicitly state that the Company has a
staggered Board.

                      About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

Precision Optics reported a net loss of $1.78 million for the
year ended June 30, 2013, as compared with net income of $960,972
for the year ended June 30, 2012.  The Company's balance sheet at
March 31, 2014, showed $1.89 million in total assets, $919,074 in
total liabilities, all current, and $975,505 in total
stockholders' equity.


PRECISION OPTICS: Hershey Management Holds 18.9% Equity Stake
-------------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Hershey Management I, LLC, Hershey Strategic Capital,
LP, and Hershey Strategic Capital GP, LLC, disclosed that as of
July 2, 2014, they beneficially owned 1,166,667 shares of common
stock of Precision Optics Corporation, Inc., representing 18.9
percent of the shares outstanding.  A full-text copy of the
regulatory filing is available for free at http://is.gd/E47Jb2

                       About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

Precision Optics reported a net loss of $1.78 million for the
year ended June 30, 2013, as compared with net income of $960,972
for the year ended June 30, 2012.  The Company's balance sheet at
March 31, 2014, showed $1.89 million in total assets, $919,074 in
total liabilities, all current, and $975,505 in total
stockholders' equity.


PRETTY GIRL: Seeks to Use JP Morgan's Cash Collateral
-----------------------------------------------------
Pretty Girl, Inc., seeks authority from the U.S. Bankruptcy Court
for the Southern District of New York to use cash collateral in
which JP Morgan Chase Bank, NA, has an interest and grant the Bank
adequate protection on account of such use.

On Jan. 28, 2011, the Debtor and the Bank entered into a loan
agreement in which the Bank made available to the Debtor a
revolving loan with a credit limit of $3 million and a variable
interest rate of 2.490 percentage points over the LIBOR Rate.
Effective April 17, 2014, the Bank converted $1 million of the
Revolving Loan to a fixed line of credit.  As of the Petition
Date, a balance of approximately $2.75 million was due under the
Loan Agreement.

The Debtor requires the use of cash collateral in which the Bank
has an interest to carry out its daily business operations as it
has no alternative source of revenue to draw upon.  The Debtor
states in court papers that its ability to access its accounts
receivable, purchase inventory, pay rent and office expenses,
maintain business relationships with vendors, suppliers, and
customers, pay payroll and other direct operating expenses, and
otherwise finance operations is essential to the Debtor?s
continued viability.

Counsel for the Bank:

         Clifford A. Katz, Esq.
         PLATZER, SWERGOLD, LEVINE,
            GOLDBERG, KATZ & JASLOW, LLP
         475 Park Avenue South
         New York, NY 10022
         Tel: 212-593-3000
         Email: ckatz@platzerlaw.com

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.


PRETTY GIRL: Seeks Extension of Schedules Filing Date
-----------------------------------------------------
Pretty Girl, Inc., asks the U.S. Bankruptcy Court for the Southern
District of New York to extend the time in which it may file its
schedules of assets and liabilities and statement of financial
affairs through and including Aug. 15, 2014.

The deadline currently is July 16.  The Debtor states in court
papers that it will be unable to complete its Schedules and
Statement within the current deadline and it needs additional time
to enhance the accuracy of the Schedules and Statements and avoid
the necessity of substantial subsequent amendments.

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.


QTS REALTY: Moody's Assigns B2 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
QTS Realty Trust, Inc (NYSE: QTS) and a B2 senior unsecured rating
to QualityTech, L.P.'s proposed bond issuance. The rating outlook
is stable. This is the first time Moody's has assigned a rating to
QTS.

QTS will issue up to $250 million of senior unsecured notes with
an eight year maturity. The notes will be guaranteed by most of
the subsidiaries of the Operating Partnership with the exception
of the subsidiaries that own the Richmond, VA, Dallas, TX and East
Windsor, NJ facilities. Collectively, these assets represented
less than 10% of annualized rental revenue as of March 2014,
however could represent a much larger percentage going forward as
both the Texas and New Jersey assets are new and currently non-
income producing. The notes will be pari passu to other existing
and future unsecured debt QualityTech, L.P. The proceeds of which
will be used to pay down existing balances on the company's
unsecured term loan and revolving credit facility.

Ratings Rationale

The B2 corporate family and senior unsecured ratings incorporate
QTS' fully integrated platform that offers both wholesale (C1) and
retail/colocation (C2) services to its customers, as well as cloud
and managed services (C3). The company has improved its portfolio
occupancy over the past two years to 93% at 1Q14 from 88% at 1Q12,
mainly through organic growth while maintaining good tenant
diversification. The ratings are further supported by the
company's large, high-quality unencumbered asset pool and
manageable near-term debt maturities.

These strengths are counterbalanced by the REIT's small size and
asset concentration. As of March 31, 2014 the company owned and
operated 10 assets throughout the U.S., with the Atlanta, GA
(Metro) asset representing 38% of annualized rental revenues and
the Suwanee, GA asset representing 25%. Upcoming lease maturities
are also of concern, as over 40% of the portfolio (as defined by
1Q14 annualized rental revenue) will roll through 2016. A large
portion of these maturities are colocation contracts with shorter
lead times for renewals (typically three to six months prior to
expiration). Due to the shorter lease terms (up to three years)
for QTS' C2 and C3 clients, which represent 59% of annualized
rental revenues as of March 2014, these business segments have the
potential to create cash flow volatility versus the traditional C1
product which has lease terms of five to ten years.

QTS has a modest leverage profile with Debt + Preferred % Gross
Assets at 43% and Net Debt/EBITDA at 5.1x as of 1Q14 however is
expected to operate closer to 50% effective leverage and 6.0x Net
Debt/EBITDA over the next two years. Secured debt levels are low
at 8.2% of gross assets as of 1Q14. The company has a strong fixed
charge coverage ratio of 5.4x at 1Q14, however following the
unsecured debt issuance QTS is expected to operate in the mid-4x
range going forward.

The stable rating outlook reflects Moody's expectation that QTS
will continue to capitalize on strong demand for outsourced server
and storage device capacity from large enterprises. It also
incorporates Moody's expectation that QTS will prudently grow and
diversify geographically its portfolio of assets while maintaining
adequate liquidity to cover near and medium term needs.

QTS' rating is constrained as a result of its small scale in a
growing and competitive landscape as well as the company's
substantial asset concentrations and therefore a ratings upgrade
is unlikely in the next 12-18 months. However, an upgrade could be
considered if QTS substantially diversifies its asset base such
that no single asset represents greater than 20% of annualized
revenue as well as gains greater scale. To the extent asset
concentration and scale concerns are effectively mitigated, upward
ratings pressure could develop if QTS improves and sustains its
EBITDA margin at 50% and maintains its fixed charge while keeping
its Debt to EBITDA under 4.0x. QTS ratings could be downgraded if
the REIT experiences higher than expected churn and customer
defections, moves toward a more aggressive financial policy
(including sizeable leveraged acquisitions, or reduced liquidity),
or if industry oversupply results in competitive pricing pressures
and deterioration in profitability. The rating could also
experience a downward pressure should negative shifts in the
supply/demand or competitive dynamics in the data center space
resulting in strained liquidity and total net debt to EBITDA
sustained above 6.0x.

The following ratings were assigned with a stable outlook:

QTS Realty Trust, Inc. -- corporate family rating at B2

QualityTech, L.P. -- senior unsecured rating at B2

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.

QTS Realty Trust, Inc. [NYSE: QTS], headquartered in Overland
Park, Kansas, USA, is an owner, developer and operator of multi-
tenant data centers in the U.S. QTS has a fully integrated
platform that offers both wholesale and retail/colocation services
to its customers, as well as cloud and managed services. As of
March 31, 2014 the company owned ten datacenters representing 3.8
million square feet of space throughout the U.S. As of March 31,
2014 the company reported total assets of approximately $877
million and shareholders' equity of approximately $395 million.


QTS REALTY: S&P Assigns B+ CCR & Gives B+ Unsecured Debt Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Overland Park, Kan.-based QTS Realty Trust Inc.
The outlook is stable.

S&P also assigned its 'B+' issue-level ratings and '3' recovery
ratings to the company's unsecured debt (issued by QualityTech
LP), including the proposed $250 million unsecured notes due 2022
(to be co-issued by QTS Finance Corp.), the existing $400 million
unsecured revolving credit facility due 2017 (with a one-year
maturity extension upon satisfaction of certain conditions), and
the existing $225 million term loan due 2018.  The '3' recovery
rating on this debt indicates S&P's expectation for meaningful
(50% to 70%) recovery for lenders in the event of a payment
default.  The company will use proceeds to refinance existing
indebtedness and pay transaction fees.

"The ratings on QTS reflect the favorable growth prospects for
data center outsourcing by business and enterprise customers, the
company's low revenue churn and good predictability provided by
long-term contracts, and the opportunity to improve margins
through increased scale from existing data centers," said Standard
& Poor's credit analyst Michael Weinstein.

Given the leasing stability provided by the company's wholesale
customer base, S&P considers the company's business risk to be
"satisfactory," a category higher than the majority of rated
retail-only data center peers.  The company's aggressive growth
strategy and the long-term risks of overexpansion that could lead
to pricing declines somewhat offset these positive business
factors.

The ratings also reflect S&P's expectation for substantial cash
outflows to fund growth.  Pro forma for the proposed debt
financing, the company will have approximately $400 million in
liquidity including cash and availability under existing credit
facilities.  S&P considers this liquidity necessary to fund growth
capital expenditures and shareholder distributions through the end
of 2015 to early 2016, when, under S&P's base-case scenario, it
believes QTS will need to raise additional capital to fund growth
initiatives.

The rating outlook is stable, and reflects S&P's expectation that
the company will have adequate liquidity to fund growth
initiatives and to fund negative discretionary cash flow through
at least the end of 2015, as it continues to invest in building
out rentable capacity in existing data centers.

S&P could lower the rating if operating performance weakens
because of competitive pressure or overexpansion, causing pricing
pressure or a decline in utilization that would likely result in
lower EBITDA margins sustained below 40%.  A downgrade could also
occur if liquidity became a significant risk because the company
was unwilling to scale back capital spending in conjunction with
deteriorating operating trends coupled with adverse credit market
conditions.

While less likely given the company's ongoing discretionary cash
flow deficits and high debt leverage, S&P could raise the rating
if the company were to commit to a less aggressive financial
policy, including leverage sustained below 5x, while generating
positive free operating cash flow.  An upgrade would also require
S&P's confidence that growth prospects and pricing in the data
center industry remain solid.


QUALITY DISTRIBUTION: FMR LLC Reports 3.2% Equity Stake
-------------------------------------------------------
FMR LLC, Edward C. Johnson 3d and Abigail P. Johnson disclosed in
an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission that as of July 9, 2014, they beneficially
owned 871,637 shares of common stock of Quality Distribution,
Inc., representing 3.181 percent of the shares outstanding.  A
full-text copy of the regulatory filing is available for free at:

                        http://is.gd/euPM6H

                     About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30 percent of the common
stock of Quality Distribution, Inc.

Quality Distribution reported a net loss of $42.03 million on
$929.81 million of total operating revenues for the year ended
Dec. 31, 2013, as compared with net income of $50.07 million on
$842.11 million of total operating revenues in 2012.

As of March 31, 2014, the Company had $443.15 million in total
assets, $494.39 million in total liabilities and a $51.24 million
total shareholders' deficit.

                         Bankruptcy Warning

The Company had consolidated indebtedness and capital lease
obligations, including current maturities, of $383.3 million as of
Dec. 31, 2013.  The Company must make regular payments under the
ABL Facility, including the $17.5 million senior secured term loan
facility that was fully funded on July 15, 2013, and the Company's
capital leases and semi-annual interest payments under its 2018
Notes.

"The ABL Facility matures August 2016.  Obligations under the Term
Loan mature on June 14, 2016 or the earlier date on which the ABL
Facility terminates.  The maturity date of the ABL Facility,
including the Term Loan, may be accelerated if we default on our
obligations.  If the maturity of the ABL Facility and/or such
other debt is accelerated, we may not have sufficient cash on hand
to repay the ABL Facility and/or such other debt or be able to
refinance the ABL Facility and/or such other debt on acceptable
terms, or at all.  The failure to repay or refinance the ABL
Facility and/or such other debt at maturity would have a material
adverse effect on our business and financial condition, would
cause substantial liquidity problems and may result in the
bankruptcy of us and/or our subsidiaries.  Any actual or potential
bankruptcy or liquidity crisis may materially harm our
relationships with our customers, suppliers and independent
affiliates," the Company said in the Annual Report for the year
ended Dec. 31, 2013.

                           *    *     *

As reported in the TCR on June 28, 2013, Moody's Investors Service
upgraded Quality Distribution, LLC's Corporate Family Rating to B2
from B3 and Probability of Default Rating to B2-PD from B3-PD.

The upgrade of Quality's CFR to B2 was largely driven by the
expectation that credit metrics will improve over the next twelve
to eighteen months, through a combination of EBITDA growth and
debt paydowns, to levels consistent with the B2 rating level.  The
company is in the process of integrating the bolt-on acquisitions
made in its Energy Logistics business sector since 2011.


RADIOSHACK CORP: BlackRock's Equity Stake Down to 2.3%
------------------------------------------------------
BlackRock, Inc., reported with the U.S. Securities and Exchange
Commission that as of June 30, 2014, it beneficially owned
2,331,377 shares of common stock of Radioshack Corp. representing
2.3 percent of the shares outstanding.  BlackRock previously held
6,245,829 common shares at Dec. 31, 2013.  A full-text copy of the
regulatory filing is available at http://is.gd/lEr4GW

                  About Radioshack Corporation

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

Radioshack disclosed a net loss of $139.4 million in 2012, as
compared with net income of $72.2 million in 2011.  As of May 3,
2014, Radioshack had $1.32 billion in total assets, $1.25 billion
in total liabilities and $72.6 million in total stockholders'
equity.

                           *     *     *

As reported by the TCR on June 18, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on the Fort Worth,
Texas-based RadioShack Corp. to 'CCC' from 'CCC+'.  "The downgrade
reflects the company's very weak operating trends, which have led
to significant liquidity usage.  Even if performance trends
moderate, we expect the company to be using cash over the near
term," said credit analyst Charles Pinson-Rose.

In the Dec. 30, 2013, edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Long-term Issuer Default Rating (IDR) on
RadioShack Corporation.  The IDR reflects the significant decline
in RadioShack's profitability and cash flow, which has become
progressively more pronounced over the past two years.

The TCR reported on March 13, 2014, that Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa2 from Caa1.  "The continuing negative trend in RadioShack's
sales and margins has resulted in a precipitous drop in
profitability causing continued deterioration in credit metrics
and liquidity," Mickey Chadha, Senior Analyst at Moody's said.

Troubled Company Reporter, citing The Wall Street Journal,
reported on March 5, 2014, that RadioShack plans to cut back its
store count, after a sharp drop in sales over the holidays left it
with a $400 million loss in 2013.  The electronics retailer said
it could close as many as 1,100 U.S. stores -- one out of every
four that it operates itself -- underscoring the difficulty it has
had adapting to a fast changing consumer landscape.


RADNOR HOLDINGS: Tennenbaum Wins Protective Order v. Discovery
--------------------------------------------------------------
R. Radcliffe Hastings filed an interpleader action pursuant to
28 U.S.C. Sec. 1335 to determine the disposition of funds
belonging to defendant Michael T. Kennedy -- former CEO and
majority shareholder of Radnor Holdings Corporation -- and
purportedly owed to Kennedy's creditors who are the remaining
defendants in the Hastings action.

In a July 8, 2014 Memorandum available at http://is.gd/L908AUfrom
Leagle.com, District Judge Harvey Bartle, III, granted the motion
of defendant Tennenbaum Capital Partners LLC, one of the alleged
creditors, for a protective order against certain discovery sought
by Kennedy.

In the same ruling, Judge Bartle denied the motion of defendant
Kennedy to compel that discovery of Tennenbaum.

Kennedy has propounded interrogatories, requests for production,
and deposition notices upon Tennenbaum and certain non-parties
seeking evidence of fraud which Kennedy maintains would invalidate
Tennenbaum's judgment against his assets.

Tennenbaum seeks a protective order to prevent Kennedy from
obtaining such discovery on the ground that it is irrelevant to
the action.

According to the complaint, Hastings controls the books and
records of five related entities: Maverick Partners, LP ("MPLP");
Bobcat Partners, LP; Maverick Partners, Inc. ("MPI"); Radnor
Investment Advisors, Inc.; and Radnor Investment Advisors, LP
("RIALP").  The Hastings-Controlled Entities are financially
intertwined such that defendant Kennedy, through his ownership of
a limited partnership interest in RIALP and his ownership of
capital stock of MPI, has a financial interest in all five
companies.  As a result of the recent sale of assets owned by
MPLP, Kennedy is due certain moneys which Hastings is obligated to
disburse.

The remaining defendants in the action are Deborah Kennedy,
Kennedy's former wife; Tennenbaum; Penn Liberty Bank; and the
Internal Revenue Service.  These four defendants purport to be
creditors of defendant Kennedy and stake a claim to the moneys
owed to Kennedy by the Hastings-Controlled Entities.

Kennedy does not contest that certain of his creditors are
entitled to the funds owed to him by the Hastings-Controlled
Entities. However, Kennedy asserts that Tennenbaum does not have a
legitimate judgment against his assets and that the IRS lien is
entitled to first priority.

Tennenbaum's lien results from a $10 million guaranty made by
Kennedy of a loan made by Tennenbaum to Radnor Holdings.
Tennenbaum has obtained a judgment against Kennedy for this
amount.

Pursuant to a Credit Agreement dated December 1, 2005, Tennenbaum,
as agent for several lenders, loaned Radnor $95 million.  On or
about April 4, 2006, Tennenbaum made an additional loan to Radnor
in the principal amount of $23.5 million, for a total of $118.5
million.

In connection with the second loan, Kennedy executed a Guaranty
and Negative Pledge Agreement, pursuant to which he personally
guaranteed repayment of not more than $10 million of the principal
amount of the second loan.  Following the issuance of the loans,
Radnor retained Skadden Arps, Slate, Meagher & Flom LLP as
counsel.  Radnor defaulted on payment of both Tennenbaum loans,
and on August 21, 2006, filed for Chapter 11 bankruptcy protection
in the Bankruptcy Court for the District of Delaware.

In the course of the Chapter 11 proceedings, the Bankruptcy Court
determined that Tennenbaum had an allowed secured claim of
approximately $128.8 million and that the collateral securing the
claim, consisting of substantially all of Radnor's assets, was
valued at more than $132 million.  The Bankruptcy Court authorized
Tennenbaum to credit bid "any or all" of the claim "at any sale of
property of [Radnor] that is subject to a lien that secures such
Allowed Claim, and [to] offset any or all of such amounts against
the purchase price of such property."

Tennenbaum formed TR Acquisitions Co., LLC, an affiliate, to be
the entity that would bid for and acquire the Radnor assets.

On September 22, 2006, the Bankruptcy Court ruled that the total
consideration bid by TRAC was "the highest and best offer received
by Debtors" and approved the sale of Radnor's assets to TRAC under
an Amended and Restated Asset Purchase Agreement.  The "credit bid
amount" offered as part of the aggregate consideration for the
assets included the $95 million, which was the principal amount of
the first loan, plus interest.  The APA made no reference to the
second loan, a part of which was personally guaranteed by Kennedy.

In 2009, Tennenbaum brought a breach of contract action against
Kennedy in the United States District Court for the Southern
District of New York.  Tennenbaum alleged that Kennedy failed to
pay it $10 million owed under the Guaranty Agreement.

Kennedy countered that the second Radnor loan was satisfied by the
credit bid approved by the Bankruptcy Court.

The District Court granted summary judgment in favor of
Tennenbaum.  It determined that the second Radnor loan had not
been satisfied by the credit bid approved by the Bankruptcy Court
and that Kennedy personally owed $10 million to Tennenbaum plus
interest and attorney's fees.

The United States Court of Appeals for the Second Circuit affirmed
the District Court on April 20, 2010.  It upheld the $10 million
judgment against Kennedy.  The Court ruled that the credit bid
related to the first loan had been "substantively and procedurally
fair" and that summary judgment in Tennenbaum's favor was proper.

In November, 2009, Tennenbaum registered its judgment against
Kennedy in the U.S. District Court for the Eastern District of
Pennsylvania, and served writs of execution and garnishment
interrogatories upon several entities, including Chartwell GP,
Inc., and the Hastings-controlled entities.

Chartwell acknowledged that Kennedy owned 100 shares of its stock,
constituting a 9.09% ownership interest in the company. In March,
2010, the E.D. Pa. court granted a preliminary injunction to
Tennenbaum, charging Kennedy's ownership interest in RIALP and
Bobcat, two of the Hastings-Controlled entities, with the payment
of any unsatisfied portion of the Tennenbaum judgment.

Tennenbaum later sought the garnishment of any moneys payable to
Kennedy by Chartwell, and in March, 2012, despite Kennedy's
allegations of impropriety related to the Radnor bankruptcy, the
E.D. Pa. court granted a second preliminary injunction in
Tennenbaum's favor charging Kennedy's interest in Chartwell with
the payment of any unsatisfied portion of the Tennenbaum judgment.

In March 2012, the Delaware Bankruptcy Court held a hearing on the
confirmation of the liquidation plan in the Radnor bankruptcy.
The court granted Kennedy an extension in order to hire "special
counsel" to investigate certain matters that Kennedy claimed to
have uncovered.  Kennedy did not file an objection by the end of
the extension period, and on September 10, 2012 the Bankruptcy
Court entered an order confirming the liquidation plan. On
December 26, 2012, Kennedy filed an objection to the Fee
Application of Skadden Arps on the ground that Skadden Arps,
Radnor's counsel, had breached its ethical duties to Radnor
because several of its attorneys had a financial interest in
Tennenbaum.

On May 1 and 2, 2013, the Bankruptcy Court held an evidentiary
hearing on Kennedy's objection. Giving no weight to Kennedy's
testimony, the court found that Skadden Arps did not engage in any
malpractice, breach of fiduciary duty, fraud, conspiracy, perjury,
obstruction of justice or other willful misconduct in connection
with the Radnor bankruptcy.

In sum, four different tribunals have made consistent findings
over the course of six years affirming the sum owed by Kennedy to
Tennenbaum, notwithstanding Kennedy's various objections regarding
the validity of the judgment against him.

The case is, R. RADCLIFFE HASTINGS v. MICHAEL T. KENNEDY, et al.,
Civil Action No. 14-1333 (E.D. Pa.).

                    About Radnor Holdings

Based in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactured and
distributed a broad line of disposable food service products in
the United States, and specialty chemicals worldwide.  The Debtor
and its affiliates filed for chapter 11 protection on August 21,
2006 (Bankr. D. Del. Lead Case No. 06-10894).  Gregg M. Galardi,
Esq., and Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher
&Flom, LLP, in Wilmington, Del.; and Timothy R. Pohl, Esq.,
Patrick J. Nash, Jr., Esq., and Rena M. Samole, Esq., at Skadden,
Arps, Slate, Meagher &Flom, LLP, in Chicago, Ill., serve as the
Debtors' bankruptcy counsel.  When the Debtors filed for
protection from their creditors, they disclosed total assets of
$361,454,000 and total debts of $325,300,000.


RANCHER ENERGY: B F Borgers CPA PC Raises Going Concern Doubt
-------------------------------------------------------------
Rancher Energy Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K for the fiscal year
ended March 31, 2014.

The Company has reported an accumulated deficit of approximately
$91.5 million.  At March 31, 2014, the Company has current assets
of $380,866, including cash and cash equivalents of $344,098 and
current liabilities of $49,583 but has no operations.

To the extent the Company's current assets are not sufficient to
fund the Company's capital and current growth requirements the
Company will attempt to raise needed funds through debt or equity.
At the present time, the Company cannot provide assurance that it
will be able to raise necessary funds.  These conditions raise
substantial doubt about the Company's ability to do so.

The Company reported a net loss of $764,139 on $nil of revenue for
the fiscal year ended March 31, 2014, compared with a net loss of
$214,631 on $nil of revenue in 2013.

The Company's balance sheet at Dec. 31, 2013, showed $1.73 million
in total assets, $49,583 in total liabilities, and stockholders'
equity of $1.68 million.

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

                       http://is.gd/kJCCkZ

                       About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  Through March 2011, the Company
operated four oil fields in the Powder River Basin, Wyoming.

Effective March 1, 2011, the Company sold all of its oil and gas
properties, which has allowed it to eliminate the majority of its
debt and also provide financial resources during its continuing
reorganization.

The Company was formerly known as Metalex Resources, Inc., and
changed its name to Rancher Energy Corp. in 2006.  Rancher Energy
Corp. was incorporated in the State of Nevada on Feb. 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection (Bankr.
D. Colo. Case No. 09-32943) on Oct. 28, 2009.  In its petition,
the Company estimated assets and debts of between $10 million and
$50 million each.

The Debtor is represented by lawyers at Onsager, Staelin &
Guyerson, LLC.

The Company sold substantially all of its assets effective
March 1, 2011, to Linc Energy Petroleum (Wyoming), Inc. in
exchange for cash of $20 million plus other potential future
consideration up to $825,000, and subject to other adjustments.
The deal was approved Feb. 24, 2011.

As reported in the Troubled Company Reporter on March 25, 2011,
the Company delivered to the Bankruptcy Court a first amended
Chapter 11 plan of reorganization, and first amended disclosure
statement explaining that plan.

The Bankruptcy Court approved the Second Amended Plan of
Reorganization and accompanying Disclosure Statement of Rancher
Energy Corporation on Sept. 10, 2012.  The Plan became effective
on Oct. 10, 2012.

Rancher Energy reported of $148,299 on $0 of revenue for the three
months ended June 30, 2013, as compared with a net loss of $79,217
on $0 of revenue for the same period during the prior year.

The report of Rancher Energy's independent registered public
accounting firm on the financial statements for the years ended
March 31, 2013, and 2012, includes an explanatory paragraph
relating to the uncertainty of the Company's ability to continue
as a going concern.  The Company has incurred a cumulative net
loss of approximately $91 million for the period from
incorporation, Feb. 4, 2004, to Sept. 30, 2013.


RATCLIFFE HOLDINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Ratcliffe Holdings, LLC
        21421 Snag Island Drive
        Lake Tapps, WA 98391

Case No.: 14-43801

Chapter 11 Petition Date: July 10, 2014

Debtor's Counsel: Shawn B. Rediger, Esq.
                  WILLIAMS KASTNER & GIBBS PLLC
                  601 Union St Ste 4100
                  PO Box 21926
                  Seattle, WA 98111
                  Tel: 206-628-6600
                  Email: srediger@wkg.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Joyce M. Ratcliffe, managing member.

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


RIVER CITY RESORT: May File Cross-Claim in Suit v. Wingfield
------------------------------------------------------------
Bankruptcy Judge Shelley D. Rucker in Tennessee allowed River City
Resort, LLC, to amend its Answer and Counterclaim in an adversary
proceeding to assert in a cross-claim a fraudulent transfer claim
against defendant S. Jackson Wingfield, III.  RCR is given 14 days
after entry of the Court's order to file the amendment and cross-
claim.

Wingfield objected to the amendment on the basis that (1) the
debtor has waited too long to be allowed to amend its pleadings
and (2) the amendment is futile because the statute of limitations
has run.

The case is, RIVER CITY RESORT, INC., and B. ALLEN CASEY, JR.,
Plaintiffs, v. PAUL FRANKENBERG, III, and S. JACKSON WINGFIELD,
III, Defendants, Adv. Proc. No. 14-01028 (Bankr. E.D. Tenn.).  A
copy of the Court's July 9, 2014 Memorandum is available at
http://is.gd/CCUX05from Leagle.com.

                      About River City Resort

River City Resort, Inc., which formerly does business as Showboat
Suites, Inc., filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tenn. Case No. 14-10745) on Feb. 24, 2014.  River City Resort
owns a portion of a tract of property on the Tennessee River where
a rundown barge is moored across from the Tennessee Aquarium.

Judge Shelley D. Rucker presides over the case.  David J. Fulton,
Esq., at Scarborough, Fulton & Glass, represents the Chattanooga,
Tenn.-based Company.

In its petition, River City estimated $1 million to $10 million in
both assets and debts.  The petition was signed by Allen Casey,
president.

Mr. Casey on Feb. 26, 2014, filed a Chapter 7 bankruptcy petition
in U.S. Bankruptcy Court in Chattanooga, Tenn., estimating assets
of $50,000 or less, and liabilities between $1 million and $10
million.


RUE21 INC: Bank Debt Trades at 13.4% Off
----------------------------------------
Participations in a syndicated loan under which Rue21 Inc. is a
borrower traded in the secondary market at 86.60 cents-on-the-
dollar during the week ended Friday, July 11, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.10
percentage points from the previous week, The Journal relates.
Rue21 Inc. pays 475 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Sept. 30, 2020 and carries
Moody's B3 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


SIFCO SA: Hearing on Brazilian Proceeding Adjourned to Sept. 23
---------------------------------------------------------------
The Bankruptcy Court adjourned to Sept. 23, 2014, at 9:45 a.m.,
the hearing to consider the request of Rubens Leite, in his
capacity as the foreign representative for SIFCO S.A., for
recognition of the Brazilian Proceeding as a foreign main
proceeding.

The U.S. proceedings are before the U.S. Bankruptcy Court for the
Southern District of New York.

Objections, if any, are due Sept. 16 at 5:00 p.m.

SIFCO's reorganization proceedings under Brazilian insolvency law
are pending before the Vara de Falencias e Recuperacoes Judiciais
da Comarca de Sao Paulo/SP.

As reported in the Troubled Company Reporter on May 30, 2014, the
Court adjourned to Aug. 6, the hearing on the petition for
recognition of the foreign main proceeding filed on behalf of
SIFCO S.A.

As reported in the TCR on April 29, 2014, axle-supplier SIFCO SA
commenced restructuring proceedings in Brazil and has asked the
bankruptcy court in the U.S. to recognize the Brazilian
proceedings.

Rubens Leite, the foreign representative, explained in documents
that over the course of the past few years, SIFCO, like many other
entities in a variety of industries throughout the world, has
faced significant challenges.  The worldwide recession that has
taken hold since 2007 has created an environment of economic
distress for companies and individuals alike, and that environment
has impacted SIFCO's operations and sales. In addition, SIFCO's
operations were impacted over 2012-13 by an unexpected slowdown of
the truck market where sales volume fell by 36%. Trucks constitute
SIFCO's main market, accounting for 72% of sales in 2011.

As a result, SIFCO faces financial and operational hurdles that
made it prudent for SIFCO to seek relief under the Brazilian
Restructuring Law in order to preserve its value as a going
concern and maximize the value of its assets for the benefit of
all creditors.

SIFCO shareholders authorized the commencement of the Brazilian
Proceeding, and on April 18, 2014, authorized the commencement of
a Chapter 15 proceeding in the U.S. SIFCO also empowered Rubens
Leite to act as SIFCO's foreign representative for the U.S.
proceeding.

SIFCO initiated the Brazilian Proceeding pursuant to the
provisions of Brazilian Restructuring Law, the recuperacao
judicial, Federal Law No. 11,101 of February 9, 2005, by
submitting a voluntary petition to the Brazilian Court.

The restructuring contemplated to be undertaken in the Brazilian
Proceeding will achieve a significant restructuring of SIFCO's
business, according to Mr. Leite.  "SIFCO anticipates that it will
emerge from this restructuring process a stronger, more
competitive company, and believes that the benefits to be gained
from the restructuring process will enable SIFCO to remain a
premier supplier of forged and precision machine parts for the
global truck and bus manufacturing industry."

Pending development and approval of a restructuring plan by the
Brazilian Court, SIFCO requires the protection afforded to foreign
debtors pursuant to Chapter 15 of the Bankruptcy Code in order to
protect its valuable assets in the United States.  For example,
SIFCO has interests in a certain collateral account maintained by
The Bank of New York Mellon in New York, as well as rights under
an exclusive supply contract with Westport Axle Corp. covering
100% of Westport's requirements for certain automotive products
sold in the United States.

Pending the Court's consideration of the Recognition motion, Mr.
Leite has filed an application with the U.S. Court for:

   a. immediate entry of an order to show cause with a temporary
      restraining order;

   b. after notice and a hearing, a preliminary injunction order
      that will remain in place pending the Court's consideration
      of the request for entry of an order recognizing the
      Brazilian Proceeding as a "foreign main proceeding"; and

   c. scheduling of a hearing on the application and request for
      a preliminary injunction at the earliest possible time,
      but in no event prior to the date that the Court sets
      for the expiration of the temporary restraining order that
      is requested by this application.

The foreign representative is represented by:

         William C. Heuer, Esq.
         James J. Vincequerra, Esq.
         DUANE MORRIS LLP
         1540 Broadway
         New York, NY 10036-4086
         Tel: (212) 692-1000
         Fax: (212) 692-1020
         E-mails: wheuer@duanemorris.com
                  jvincequerra@duanemorris.com

                          About SIFCO SA

Brazilian company SIFCO SA began its operations in 1958, and today
it believes that it is the sole producer and supplier of front
axles and I-beams for trucks and buses in South America.  SIFCO's
management and engineers are located outside S?o Paulo, Brazil in
the City of Jundiai, Brazil, where it also maintains manufacturing
and foundry facilities.

In the 1960s, SIFCO was dedicated to supplying the then-recently
created domestic Brazilian automotive industry. Eventually, SIFCO
began producing high technology forging components in compliance
with the most comprehensive requirements of several automotive
industry segments, such as tractors and agricultural machines,
among others.

SIFCO commenced a bankruptcy restructuring in Brazil on April 22,
2014.  A day later, on April 23, it filed a Chapter 15 petition in
U.S. Bankruptcy Court (Bankr. S.D.N.Y. Case No. 14-bk-11179) in
Manhattan, New York.

SIFCO distributes products in the U.S. through Westport Axle
Corp., which was a subsidiary until it was sold in late 2013.  The
petition shows assets of less than $500 million and debt exceeding
$500 million.  SIFCO has $75 million outstanding on senior secured
notes with Bank of New York Mellon Corp. as agent.

SIFCO is owned by Sifco Metals Participacoes S.A. which is a
privately owned company.

SIFCO is represented in the U.S. proceedings by Duane Morris LLP,
in New York.


SOLAR POWER: Unit Inks Cooperation Agreement with Fenyi County
--------------------------------------------------------------
Solar Power, Inc.'s wholly-owned subsidiary, Xinyu Xinwei New
Energy Co., Ltd., signed an agreement with the People's Government
of Fenyi County, Jiangxi Province, People's Republic of China, to
build and develop a 50MW photovoltaic (PV) project in Yangqiao,
Fenyi County, on June 25, 2014.

Under the terms of the agreement, the government of Fenyi County
will provide certain guarantees and support to Xinwei for the
project's construction and development stages, in addition to
offering certain incentives and other services for the project's
later phases leading up to grid connection.  The government of
Fenyi County also intends participate actively in coordinating all
relevant local and provincial departments to facilitate and
expedite construction of the project.  Xinwei will promote the
application of PV products, and through the project intends to
improve local energy-savings and improve the local economy through
the hiring of local workers.

A full-text copy of the Cooperation Agreement of 50 MWp
Photovoltaic Grid-connected Power Generation Project in Yangqiao
of Fenyi County is available for free at http://is.gd/wjk48y

                          About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

Solar Power reported a net loss of $32.24 million in 2013
following a net loss of $25.42 million in 2012.  As of Dec. 31,
2013, the Company had $70.96 million in total assets, $73.83
million in total liabilities and a $2.86 million total
stockholders' deficit.

Crowe Horwath LLP, in San Francisco, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred a current year net loss of $32.2
million, has an accumulated deficit of $56.1 million, has
experienced a significant reduction in working capital, has past
due related party accounts payable and a debt facility under which
a bank has declared amounts immediately due and payable.
Additionally, the Company's parent company LDK Solar Co., Ltd has
experienced significant financial difficulties including the
filing of a winding up petition on Feb. 24, 2014.  These matters
raise substantial doubt about the Company's ability to continue as
a going concern.


SOUTHCROSS ENERGY: Moody's Rates $450MM Senior Secured Loan 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a first time B1 rating to
Southcross Energy Partners, LP's proposed $450 million senior
secured term loan. Moody's also assigned a B1 Corporate Family
Rating (CFR), a B1-PD Probability of Default Rating (PDR), and a
SGL-3 Speculative Grade Liquidity Rating to Southcross. The
outlook is stable. Term loan proceeds at Southcross will be used
in combination with new equity to repay outstanding borrowings
under the company's revolving credit facility and to fund a
dropdown of midstream assets from its parent.

In a contemporaneous action, Moody's assigned a first time B2
rating to Southcross Holdings Borrower LP's (Holdings) proposed
$525 million senior secured second-lien term loan B. Moody's also
assigned a B2 CFR, a B2-PD PDR, and a SGL-3 Speculative Grade
Liquidity Rating to Holdings. The outlook is stable. Term loan
proceeds at Holdings will be used in combination with cash
proceeds from asset dropdowns and anticipated new Holdings equity
to repay debt and preferred stock outstanding at the predecessor
entities.

On June 12, Southcross Energy LLC (not rated) and TexStar
Midstream Services, LP (TexStar, not rated), a wholly-owned
subsidiary of BlackBrush TexStar LP (BBTS, Caa1 stable), announced
their intention to combine. The combination of the two companies
newly forms Southcross Holdings LP. Simultaneously with the
closure of the merger, Holdings will drop roughly one-third of
TexStar's assets into Southcross in exchange for $180 million in
cash and 14.633 million newly-issued payment-in-kind (PIK)
Southcross common units which are valued in this transaction at
approximately $270 million. Pro forma for the transaction and the
pending conversion of the PIK units issued in conjunction with the
first drop down, Holdings will retain a 2% general partner (GP)
interest and a 56% limited partner (LP) interest in Southcross. In
addition, Holdings will retain ownership of roughly two-thirds of
TexStar's legacy assets, with these assets likely made available
for future dropdowns to Southcross. Holdings will be owned
approximately one-third each by financial sponsors EIG Global
Energy Partners, Charlesbank Capital Partners LLC, and Tailwater
Capital.

"The combination of the Southcross and TexStar assets creates a
meaningfully sized midstream presence in the Eagle Ford Shale,"
commented Michael Sabella, Moody's Analyst. "The pro forma cash
flow stream will be predominately fee-based, while leverage
metrics are expected to remain at levels consistent with similarly
rated midstream peers. Moody's expectation is that future
dropdowns will be funded with a significant equity component. Over
time as the dropdowns are completed, Holdings' rating will become
increasingly reliant on its equity interest in Southcross, but the
initial rating considers the significant cash flow being generated
by assets owned directly by Holdings."

Ratings Assigned:

Southcross Energy Partners, LP

Corporate Family Rating assigned at B1

Probability of Default Rating assigned at B1-PD

Senior Secured Bank Credit Facility assigned at B1 (LGD3-48%)

Speculative Grade Liquidity Rating assigned at SGL-3

Outlook stable

Southcross Holdings Borrower LP

Corporate Family Rating assigned at B2

Probability of Default Rating assigned at B2-PD

Senior Secured Second-Lien Bank Credit Facility assigned at B2
(LGD4-54%)

Speculative Grade Liquidity Rating assigned at SGL-3

Outlook stable

Rating Rationale

Southcross's B1 CFR reflects the relatively limited size and scale
of its operations as an owner and operator of natural gas
gathering and processing (G&P) systems, which are heavily
concentrated in the Eagle Ford. In addition, the company faces
execution risk in its accelerated growth strategy, which involves
the likelihood of further asset dropdowns from Holdings.
Conservative financial policies remain a key support for the
rating, and Moody's expects Southcross's leverage to fall below 4x
in 2015. Additionally, pro forma for the dropdown of the TexStar
assets, over 90% of Southcross's processing volumes are contracted
on a fixed-fee or fixed-spread basis, largely mitigating commodity
price risk from the cash flow stream. Southcross also benefits
from significant minimum volume commitments from upstream contract
counterparties in the Eagle Ford, generating a stable cash flow
base.

The B2 CFR assigned to Holdings reflects its structurally
subordinated position to Southcross, in which Holdings owns a 56%
LP stake as well as the 2% GP interest. While cash distributions
received from Southcross are anticipated to grow over time, the
one-notch rating differential between the parent and subsidiary
recognizes Holdings' subordinate position with respect to those
cash flows. The rating also considers the sizeable asset base
retained by Holdings which, notwithstanding future dropdowns, will
likely generate in excess of two-thirds of Holdings' 2015 cash
flow. However, as asset dropdowns are completed, Holdings will
become increasingly reliant on the subordinated cash flow stream
from Southcross. The B2 rating also recognizes the execution risk
associated with a sizeable growth capital spending program through
2015, and that Holdings will be used on an ongoing basis to
develop and incubate future growth projects, thereby taking on the
higher risk construction stage of asset development. The rating
also reflects Moody's expectation that Holdings will raise around
$150 million in equity concurrent with the closing of the
transaction.

The SGL-3 at Southcross reflects Moody's view of adequate
liquidity through 2015. Its $450 million senior secured term loan
and PIK equity proceeds will be used primarily to repay about $230
million anticipated to be outstanding on an existing credit
facility at closing and to fund the $450 million asset dropdown
from Holdings, with the remainder used to fund fees and expenses
associated with the transaction with minimal cash to the balance
sheet. Upon closure of the transaction, Southcross will have no
outstandings under a new $120 million senior secured revolving
credit facility. The funding of the majority of the investment in
asset development, which Moody's  expect will likely comprise much
of Southcross's future growth, is being financed at Holdings, with
only modest growth capital spending required at Southcross. The
revolver requires leverage (debt/EBITDA) to be limited to 5.75x on
or before December 31, 2014, stepping down to 5.5x on or before
March 31, 2015, 5.25x on or before June 30, 2015, and 5x
thereafter. EBITDA for the covenant includes Material Project Add-
Backs for future EBITDA generation. Moody's expects Southcross to
remain in compliance with its covenants. The revolver is secured
by a first-lien on substantially all assets. Moody's views
alternate sources of liquidity through potential asset sales to be
limited.

Holdings should have adequate liquidity through mid-2015, as
evidenced by its Speculative Grade Liquidity Rating of SGL-3. The
$525 million term loan B proceeds and $180 million in dropdown
proceeds are expected to be complemented by equity proceeds of
$150 million from newly issued class A units in Holdings. Proceeds
will be used to repay a total of around $750 million in debt and
preferred stock outstanding at the predecessor entities. Pro forma
for the new term loan and class A equity, Holdings should have a
cash balance of around $75 million and an undrawn $50 million
revolving credit facility. The majority of the investment in asset
development will be financed at Holdings, and Moody's believes
between $125 and $150 million will be needed to fund growth
projects at Holdings through 2015. Moody's anticipates that cash
from operations, cash balances and revolver availability will be
sufficient to fund the development of these projects. The facility
has a springing leverage covenant should outstandings exceed 25%
of the revolver commitment amount, and Moody's  anticipate
Holdings will remain in compliance with its covenants. The
revolver is secured by a first-lien on substantially all assets of
Holdings as well as the capital stock owned by Holdings. The
company is required to use the first $100 million in asset sale
proceeds to repay term loan borrowings and 100% of asset sale
proceeds thereafter to the extent leverage remains above 3.5x.
Moody's therefore regards alternate sources of liquidity to be
limited.

The outlook at Southcross is stable. Moody's expects that
Southcross will likely absorb additional dropdowns from Holdings,
and that an appropriate balance of debt and equity funding will be
used to finance the dropdowns. If annual EBITDA at Southcross
approaches $250 million with leverage remaining below 4x,
Southcross could be upgraded. The rating could be downgraded if
leverage remains above 5x, or should margins become meaningfully
more exposed to commodity price risk.

The outlook at Holdings is stable given Moody's expectation that
any material asset sale or dropdown proceeds will be accompanied
by a commensurate amount of debt reduction. As asset dropdowns are
completed, Holdings will become increasingly reliant on Southcross
distributions. Therefore, Moody's anticipates the rating gap
widening from the current one notch to a likely two notch
differential in the future. Therefore, an upgrade of Holdings is
unlikely unless the Southcross rating is upgraded to Ba2. A
downgrade of Holdings would be likely in the event of a downgrade
at Southcross.

The $450 million term loan and the $120 million revolving credit
facility at Southcross rank pari passu in the capital structure,
and the B1 rating on Southcross's senior secured bank credit
facility reflects the first-lien interest in substantially all the
assets of Southcross. The single class of debt results in the
facility being rated at the B1 CFR under Moody's Loss Given
Default Methodology.

The B2 rating on Holdings' senior secured second-lien term loan B
reflects the relatively small size of the first-lien $50 million
credit facility in relation to Holdings' term loan, resulting in
the term loan being rated at the B2 CFR under Moody's Loss Given
Default Methodology.

The principal methodology used in this rating was the Global
Midstream Energy Rating 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.

Southcross Energy Partners, LP is a midstream MLP headquartered in
Dallas, Texas, whose general partner Southcross Holdings LP is
also headquartered in Dallas, Texas.


SOUTHCROSS ENERGY: S&P Assigns 'B' CCR & Rates $450MM Facility 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Southcross Energy Partners L.P.

"At the same time, we assigned a 'B' issue-level rating and a '3'
recovery rating to the $450 million term loan facility due 2021
and $120 million senior secured revolving credit facility due
2019.  We expect the partnership to use net proceeds of the term
loan to partially fund the purchase of the Rich Gas System from
its parent, Southcross Holdings L.P., and to pay down the balance
of its existing revolving credit facility.  The '3' recovery
rating indicates that lenders can expect meaningful (50% to 70%)
recovery of principal if a payment default occurs.  The outlook is
stable," S&P said.

"Our ratings on Southcross reflect our assessment of its 'weak'
business risk profile and 'aggressive' financial risk profile,"
said Standard & Poor's credit analyst Stephen Coscia.

The "weak" business risk profile reflects the partnership's
limited scale and geographic scope, which is only partially offset
by its high percentage of fee-based cash flow.  S&P's assessment
of the "aggressive" financial risk profile primarily reflects its
expectation that debt to EBITDA will be relatively high, in the
mid-4x range before modestly decreasing to about 4x in 2015 and
2016.  In addition, the master limited partnership structure poses
credit constraints in that the partnership is highly motivated to
pay out the vast majority in free cash flow (after maintenance
capital spending) to unitholders each quarter.

The stable outlook reflects S&P's expectation that Southcross will
maintain adequate liquidity while successfully ramping up the
business with the acquisition of the Rich Gas System, which would
result in adjusted debt-to-EBITDA at about 4x.


SOUTHCROSS HOLDINGS: S&P Assigns 'B-' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to Southcross Holdings Borrower L.P.

At the same time, S&P assigned a 'B-' issue-level rating and a '3'
recovery rating to the $525 million term loan B due 2021.  S&P
expects the partnership to use net proceeds to repay debt at
BlackBrush TexStar L.P. and preferred equity at Southcross Energy
LLC.  The '3' recovery rating indicates that lenders can expect
meaningful (50% to 70%) recovery of principal if a payment default
occurs.  The outlook is stable.

"Our ratings on Southcross Holdings reflect our assessment of its
'vulnerable' business risk profile and 'aggressive' financial risk
profile," said Standard & Poor's credit analyst Stephen Coscia.

The "vulnerable" business risk profile reflects the partnership's
dependency on residual cash flows from master limited partnership
(MLP) Southcross Energy Partners L.P. (SXE), in addition to its
limited scale and geographic scope, which is only partially offset
by its high percentage of fee-based cash flow.  S&P's assessment
of the "aggressive" financial risk profile primarily reflects its
expectation that debt to EBITDA will be high at about 5x in 2014
before decreasing to around 4x.

The stable outlook reflects S&P's expectation that Southcross
Holdings will maintain adequate liquidity while ramping up the
business, resulting in adjusted debt-to-EBITDA declining to
roughly 4x from roughly 5x in 2014.


SRKO FAMILY: JSGE Loan Agreement Maturity Extended Until Oct. 15
----------------------------------------------------------------
Judge Sidney B. Brooks of the U.S. Bankruptcy Court for the
District of Colorado granted the motion for the second extension
of the loan agreement among C. Randel Lewis, in his capacity as
the Chapter 11 Trustee of the Jannie Richardson bankruptcy estate,
The SRKO Family Limited Partnership, and JSGE, LLC, to Oct. 15,
2014.

On Jan. 31, 2012, the Court approved the Loan Agreement, which was
entered into to provide post-petition financing to SRKO.  JSGE was
authorized to loan up to $750,000 to the SRKO Estate.  The
Richardson Estate was authorized, but not obligated, to loan up to
$1 million to the SRKO Estate.  The original Loan Agreement
terminated on Feb. 13, 2013, which was extended by agreement of
the Parties to July 15, 2013.

Under the Second Extension, the Parties have agreed that JSGE will
advance $250,000 in two installments of $125,000 to SRKO
under the Loan Agreement.  JSGE  will be authorized to make
additional advances up to $500,000 under the Loan Agreement.  The
Richardson estate will be authorized to make additional advances
up to the $1 million limit of the Loan Agreement.  The Maturity
Date of the Loan Agreement is extended through Oct. 15, 2014.

A hearing on the Plan and Disclosure Statement filed in the
Debtors' Chapter 11 cases will be held on Aug. 21, 2014, at 9:00
a.m.

                   About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  SRKO Family is the owner of
the financially troubled Colorado Crossing project.  The Company
was run by Colorado Springs developer Jannie Richardson.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-13186) on Feb. 19, 2010.  The Debtor disclosed
$34,421,448 in assets and $80,619,854 in liabilities as of the
Petition Date.  Lee M. Kutner at Kutner Miller Brinen, P.C.
represents the Debtor.

On March 25, 2010, Jannie Richardson filed a Chapter 11 petition
in the Court commencing the Richardson bankruptcy case.  C. Randel
Lewis was appointed as the Chapter 11 trustee in the Richardson
case on Jan. 28, 2011.

On March 11, 2011, the Bankruptcy Court entered an order approving
a stipulation pursuant to which the Chapter 11 trustee in the
affiliated Richardson Chapter 11 case was named as the manager of
the Debtor's general partner.  Craig A. Christensen, Esq., at
Lindquist & Vennum LLP, represents C. Randel Lewis, the Chapter 11
trustee of the Jannie Richardson bankruptcy estate.


STELLAR BIOTECHNOLOGIES: Posts $1.8MM Net Income in May 31 Qtr.
---------------------------------------------------------------
Stellar Biotechnologies, Inc., reported net income and
comprehensive income of $1.81 million on $102,581 of total
revenues for the three months ended May 31, 2014, as compared with
a net loss and comprehensive loss of $1.17 million on $73,214 of
total revenues for the same period in 2013.

For the nine months ended May 31, 2014, the Company reported a net
loss and comprehensive loss of $3.80 million on $252,848 of total
revenues as compared with a net loss and comprehensive loss of
$5.58 million on $250,422 of total revenues for the same period
last year.

The Company's balance sheet at May 31, 2014, showed $15.50 million
in total assets, $4.35 million in total liabilities and $11.15
million in total shareholders' equity.

Cash and cash equivalents as of May 31, 2014, were $14.8 million,
compared to $ 7.9 million at year-end Aug. 31, 2013.

"This has been an important strategic year for Stellar and we are
pleased to report positive momentum in key facets of our KLH
business," said Frank Oakes, president and CEO of Stellar
Biotechnologies.  "Our corporate collaborations, where Stellar KLH
is used as the critical carrier molecule in new therapeutic
vaccines, are strong and poised for clinical advancement.  And we
are on track in the preclinical development of our own C. diff
immunotherapy program.  We are confident that these initiatives
will enhance valuation for our shareholders as well as expand
Stellar?s long-term commercial potential."

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

                       http://is.gd/URI5f3

                           About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

Stellar Biotechnologies incurred a loss and comprehensive loss of
$14.88 million on $545.46 million of revenues for the year ended
Aug. 31, 2013, as compared with a loss and comprehensive loss of
$5.19 million on $286.05 million of revenues for the year ended
Aug. 31, 2012.


STELLAR BIOTECHNOLOGIES: Swings to $1.8-Mil. Net Income in Q3
-------------------------------------------------------------
Stellar Biotechnologies, Inc., reported net income and
comprehensive income of $1.81 million on $102,581 of revenues for
the three months ended May 31, 2014, as compared with a net loss
and comprehensive loss of $1.17 million on $73,214 of revenues for
the same period last year.

For the nine months ended May 31, 2014, the Company had a net loss
and comprehensive loss of $3.80 million on $252,848 of revenues as
compared with a net loss and comprehensive loss of $5.58 million
on $250,422 of revenues for the same period in 2013.

The Company's balance sheet at May 31, 2014, showed $15.50 million
in total assets, $4.35 million in total liabilities and $11.15
million in total shareholders' equity.

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

                         http://is.gd/mr6XTp

                           About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

Stellar Biotechnologies incurred a loss and comprehensive loss of
$14.88 million on $545.46 million of revenues for the year ended
Aug. 31, 2013, as compared with a loss and comprehensive loss of
$5.19 million on $286.05 million of revenues for the year ended
Aug. 31, 2012.  The Company incurred a loss and comprehensive loss
of $3.59 million for the year ended Aug. 31, 2011.


SUPER BUY FURNITURE: Can Employ Louis Carrasquillo as Consultant
----------------------------------------------------------------
Judge Enrique S. Lamoutte of the U.S. Bankruptcy Court for the
District of Puerto Rico authorized Super Buy Furniture Inc. to
employ Louis R. Carrasquillo as financial consultant.

Super Buy Furniture, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D.P.R. Case No. 14-05523) on July 3, 2014.  The petition
was signed by Carlos N. Berrios Casillas as president.  O'Neill &
Borges, LLC, serves as the Debtor's counsel.  CPA Luis R.
Carrasquillo & Co. P.S.C. acts as the Debtor's financial
consultant.  The Debtor disclosed total assets of $18.2 million
and total liabilities of $26.7 million.


SUPER BUY FURNITURE: Luis Biaggi Employment Has Court Approval
--------------------------------------------------------------
Super Buy Furniture Inc. sought and obtained authority from the
U.S. Bankruptcy Court for the District of Puerto Rico to employ
Luis C. Marini Biaggi as attorney.

Super Buy Furniture, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D.P.R. Case No. 14-05523) on July 3, 2014.  The petition
was signed by Carlos N. Berrios Casillas as president.  O'Neill &
Borges, LLC, serves as the Debtor's counsel.  CPA Luis R.
Carrasquillo & Co. P.S.C. acts as the Debtor's financial
consultant.  The Debtor disclosed total assets of $18.2 million
and total liabilities of $26.7 million.


TACTICAL INTERMEDIATE: Files Liquidating Plan
---------------------------------------------
Tactical Intermediate Holdings, Inc., which is selling its assets,
filed a liquidating plan premised on the terms of a plan support
agreement reached with secured lenders.

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 plan administrator
will establish the appropriate reserves and then make
distributions that follow the distribution priority scheme set
forth in the Bankruptcy Code.  The recoveries under the Plan will
largely be determined by the results of the sales, which are
unknown at this point.

The current version of the Plan indicates that holders of allowed
interests will receive no distributions on account of their
interests under the Plan.

A copy of the Plan is available for free at:

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

                   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.

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., and
Gregory F. Fesce, Esq., at Kirkland & Ellis LLP.


TACTICAL INTERMEDIATE: Wants July 31 Auction for Footwear Assets
----------------------------------------------------------------
Tactical Intermediate Holdings, Inc., and its affiliated-debtors
filed proposed bidding procedures in connection with the sale of
all of their footwear business assets by public auction.

The Debtors marketed the assets prepetition.  The Debtors
negotiated a stalking horse purchase agreement for the sale of
their flame resistant and apparel and fabric business assets and
have filed separate pleadings to seek approval of bidding
procedures and sale approval of that sale.  Unfortunately, the
Debtors were unable to successfully locate a buyer for its
footwear assets prior to the Petition Date.

In connection with the sale of the footwear assets, the Debtors
propose these procedures and timeline:

   -- A hearing on the bidding procedures will be held on or
before July 21, 2014.

   -- Initial bids for the assets are due one business day prior
to the auction.

   -- An auction and sale hearing will be held by July 31, 2014.
   -- Prior to the bidding procedures hearing date, the Debtors
may seek authority to offer a bidder a break-up fee in n amount
not to exceed 3% of the total guaranteed cash price plus
reimbursement of expense, which bidder will serve as the "stalking
horse" bidder at the auction.

   -- Net cash proceeds from the closing of the sale of the
footwear assets will be remitted at closing to Wells Fargo, first
for repayment of any outstanding balance on the DIP facility, and
then for provisional application to the unpaid balance of the
prepetition senior secured facility.

Footwear has five contracts with the United States Government that
are indefinite delivery, indefinite quantity ("IDIQ") contracts
which have remaining durations ranging from one to four years.
The largest contracts that the Debtors have with the U.S.
Government are with the Defense Logistics Agency.

Counsel for the Debtors, Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP, explains that the Debtors have had
several discussions with the DLA regarding the current financial
condition of the Debtors and plans of the Debtors to sell the
business.  The DLA indicated that they need to know whether the
footwear business would be continuing as a going concern by the
end of July 2014.  The DLA also indicated that it will soon,
before the end of July 2014, be diverting delivery orders on two
of the government contracts.

If the sale of the Debtors' footwear business is completed by the
first week of August and manufacturing resumes within two weeks
after the sale closing, the earliest that a purchaser could likely
resume delivery of boots to the U.S. Government would be
approximately six weeks after a sale closing.  The Debtors and the
U.S. Government are currently discussing options for these
governmental contracts.  Furthermore, the Debtors' workforce with
respect to its footwear business were given WARN Act notices in
May 2014, pending a potential shut-down of operations.

Accordingly, Mr. Pacitti avers that it is crucial that a sale of
the footwear assets as a going concern be completed by the end of
July 2014, because after that date it is likely that the DLA will
move some, if not all, the remaining government contracts to
alternative suppliers leaving the Debtors without its largest
customer.  Without its largest customer, the Debtors believe that
they would lose the opportunity to sell to a going concern buyer
and be forced to liquidate their footwear assets.

                   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.

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., and
Gregory F. Fesce, Esq., at Kirkland & Ellis LLP.


THERAPEUTICSMD INC: FMR LLC Holds 11.5% Equity Stake
----------------------------------------------------
FMR LLC, Edward C. Johnson 3d, and Abigail P. Johnson disclosed
with the U.S. Securities and Exchange Commission on July 9, 2014,
that they beneficially owned 16,681,539 shares of common stock of
TherapeuticsMD, Inc., representing 11.470 percent of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/s8DkfV

                        About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

TherapeuticsMD reported a net loss of $28.41 million in 2013, a
net loss of $35.12 million in 2012, and a net loss of $12.9
million in 2011.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.

The Company's balance sheet at March 31, 2014, showed $53.56
million in total assets, $6.81 million in total liabilities and
$46.75 million in total stockholders' equity.


THOMPSON CREEK: Reports Production Results for Second Quarter
-------------------------------------------------------------
Thompson Creek Metals Company Inc. announced production results
for the three and six months ended June 30, 2014, for its three
operating mines, Mt. Milligan, Thompson Creek and Endako.  Total
concentrate production for Mt. Milligan for the quarter ended
June 30, 2014, was 29.7 thousand dry tonnes, with 16.0 million
pounds of payable copper and 37.0 thousand ounces of payable gold.
Total concentrate production for Mt. Milligan for the six months
ended June 30, 2014, was 57.9 thousand dry tonnes, with 30.3
million pounds of payable copper and 76.2 thousand ounces of
payable gold.  Molybdenum production was 7.5 million pounds for
the second quarter of 2014 and 15.4 million pounds for the first
six months of 2014.

                                  Q2 2014           YTD 2014
                             Production  Sales  Production  Sales
                             ----------  -----  ----------  -----
Copper and Gold

Mt. Milligan Mine
Payable Copper (million lbs)     16.0     21.9      30.3     32.8
Payable Gold (000's oz)          37.0     52.0      76.2     75.9

Molybenum (1)

Thompson Creek Mine
Molybdenum (million lbs)          5.1      5.5      10.8     11.3

Endako Mine (75% share)
Molybdenum (million lbs)          2.4      2.0       4.6      4.7
                                  ------------      -------------
Total Molybdenum(million lbs)    7.5      7.5      15.4     16.0
                                  ------------      -------------
(1) Molybdenum production pounds reflected are molybdenum oxide
    and HPM from our mines.

Mt. Milligan Mine

The ramp-up at Mt. Milligan continues to progress well with mine
pit grades and metal recoveries as expected, and mill throughput
steadily improving.  During the second quarter of 2014, the
Company made three shipments of copper and gold concentrate under
its sales agreements and received provisional payments for all
three of those shipments.  The Company received an additional
provisional payment for a shipment that took place in the first
quarter of 2014.  The timing of the gold and copper concentrate
shipments and related provisional payments from Mt. Milligan are
based on the structure of the Company's sales agreements.

"We are pleased with our production results and safety performance
for this quarter, and in particular, with the operational
performance at Mt. Milligan Mine," said Jacques Perron, chief
executive officer of Thompson Creek.  "After a number of
adjustments in April and May, we achieved an average of 48,065
tonnes per day for the month of June with a record daily mill
throughput of 63,970 tonnes on June 16.  These operational results
are significant milestones for us at this stage of the ramp-up.
We continue to expect fluctuations in mill throughput until 75 -
80% of design capacity is reached later this year."

Thompson Creek Mine

At Thompson Creek Mine, molybdenum production for the second
quarter of 2014 was better than expected primarily due to higher
ore grades and mill recoveries.  Mining of Phase 7 ore is expected
to be completed in the third quarter of this year, with stockpiled
ore being processed thereafter.

Endako Mine

At Endako Mine, molybdenum production for the second quarter of
2014 was lower than expected.  Operational challenges associated
with maintaining a consistent feed from the mine to the mill,
tailings operational issues, and lower than expected ore grades
and recoveries during the second quarter adversely impacted
production results.

                    About Thompson Creek Metals

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

                           *     *     *

As reported by the TCR on July 1, 2014, Standard & Poor's Ratings
Services raised its long-term corporate credit rating on mining
company Thompson Creek Metals Co. to 'B-' from 'CCC+'.  "The
upgrade primarily reflects the decline in liquidity risk
Thompson Creek faces following commercial production from its
Mt. Milligan mine and reduced capital requirements associated with
the project," said Standard & Poor's credit analyst Jarrett
Bilous.

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


TRADE SECRET: Buyer Loses Appeal Over Houston BW Ruling
-------------------------------------------------------
Delaware District Judge Leonard P. Stark dismissed appeals taken
by Regis Corporation from the Delaware Bankruptcy Court's Order
Granting Motion to Enforce Order Dismissing Chapter 11 Cases and
Order Granting Motion for Attorneys' Fees entered in the Chapter
11 cases of Premier Salons Beauty Inc., Trade Secret Inc., and
their affiliates.

When the Debtors filed for Chapter 11 bankruptcy in 2010, they
owed Regis over $32 million.  In September 2010, the Bankruptcy
Court authorized the sale of the Debtors' assets pursuant to an
Asset Purchase Agreement.  Regis was the "Purchaser" of the
Debtors' assets, while Pure Beauty Salons & Boutiques, Inc. and
BeautyFirst Franchise Corp. -- which were created during the
pendency of the Debtors' Chapter 11 proceedings -- were assignees.

The Pure Beauty Entities, as well as the rest of the Debtors, were
owned by the Luborsky Family Trust II 2009 and its sole
beneficiaries: Brian Luborsky, who was the CEO and director of
Debtor Trade Secret, Inc., and his family.

On October 12, 2010, after the assets were sold, the Debtors filed
a motion for an order approving dismissal of the Debtors' Chapter
11 cases.  On January 31, 2011, the Bankruptcy Court entered an
order granting the Dismissal Motion.

The Dismissal Order provides, in part, that the "Purchaser, its
successors and assigns shall, pay. . . any and all amounts as may
be awarded, if any, to the Franchisees in connection with any
pending Arbitration Proceeding."  The Dismissal Order further
provides that "[a]ll terms not otherwise defined herein shall be
given the meanings ascribed to them in the [Dismissal] Motion."
The Dismissal Order also specified that the Bankruptcy Court
retained jurisdiction to enforce payment.

After an arbitrator entered an award in favor of Houston BW, Inc.,
a franchisee of the Debtors, Houston filed a notice of the award
with the Bankruptcy Court.

In November 2011, after Houston was unsuccessful in its efforts to
obtain payment from either the Pure Beauty Entities or Regis,
Houston filed a motion in the Bankruptcy Court to enforce the
Dismissal Motion against Regis.  The Bankruptcy Court granted the
motion and, on June 8, 2012, required Regis to pay Houston the
arbitration award as per the Dismissal Order.  The Bankruptcy
Court found that the arbitration agreement also required that
Regis pay Houston's reasonable attorneys' fees.

Regis argues that the Bankruptcy Court's Enforcement Order should
be reversed because Houston has no right to recover from Regis
under the APA, the Assignment Agreement (which named the Pure
Beauty Entities as the Assignees), or the Bankruptcy Court's order
approving the sale of the Debtors' assets.  Regis also contends
that the Dismissal Order does not vest Houston with the right to
recover the arbitration award because, "reading the documents
[Dismissal Motion and the APA] as a whole . . . it is clear that
no obligations were being assumed by Regis" under the Dismissal
Order.  Regis also seeks reversal of the Bankruptcy Court's award
of attorneys' fees because there was no separate agreement between
the parties for attorneys' fees or, in the alternative, because
only reasonable attorneys' fees may be awarded, but the Bankruptcy
Court awarded Houston more than that amount.

Houston counters that Regis is attempting to collaterally attack
the finality of the Dismissal Order, which was entered more than a
year prior to Regis' filing of a notice of appeal.  Further,
because Regis may only properly appeal the Bankruptcy Court's
order enforcing the Dismissal Order, the issue before the District
Court is simply whether the Bankruptcy Court "properly interpreted
the Dismissal Order in its Enforcement Order."  Not only did the
Bankruptcy Court commit no clear error, Houston contends, but
there is also ample evidence to support that Court's findings of
fact.  Houston also notes that because the franchise agreements
provide for the award of attorneys' fees to the prevailing party
in an arbitration, such fees are a necessary part of what Regis
owes Houston as a cure.

According to the District Court, the Enforcement Order constitutes
a reasonable interpretation by the Bankruptcy Court of its own
Dismissal Order, and, hence, an act the District Court will not
disturb on appeal.  "Even assuming that some or all of the parties
to the APA intended that Regis would not assume the Debtors'
liabilities to Houston, the Bankruptcy Court's determination that
its (unappealed) Dismissal Order places these liabilities with
Regis does not constitute an abuse of discretion."

The District Court also finds that the Bankruptcy Court did not
err in awarding attorneys' fees to Houston.  The parties do not
dispute that the franchise agreements require the award of
attorneys' fees; rather, Regis disputes whether the franchise
agreement's provision requiring attorneys' fees applies to Regis
at all and whether the Bankruptcy Court erred in determining the
specific amount of the award.

The case is, REGIS CORPORATION, Appellant, v. HOUSTON BW, INC.,
Appellee, CONSOLIDATED CASE C.A. NO. 13-291-LPS (D. Del.).  A copy
of the Court's July 7, 2014 Memorandum Order is available at
http://is.gd/UvR6rmfrom Leagle.com.

Regis Corporation is represented by:

     Kathleen M. Miller, Esq.
     SMITH, KATZENSTEIN, & JENKINS LLP
     800 Delaware Ave
     Wilmington, DE 19801
     Tel: 302-504-1699
     Fax: 302-652-8405
     E-mail: kmiller@skjlaw.com

Houston BW Inc., is represented by:

     William F. Taylor, Jr., Esq.
     MCCARTER & ENGLISH, LLP
     405 N King St
     Wilmington, DE 19801
     Tel: (302) 984-6313
     E-mail: wtaylor@mccarter.com

                       About Premier Salons

Premier Salons Beauty Inc., Trade Secret Inc., and six affiliates
filed for bankruptcy protection on July 6 (Bankr. D. Del. Lead
Case No. 10-12153).  The Chapter 11 petitions of Premier Salons
and Trade Secret each estimated assets of up to $50,000 and debts
of up to $50 million.

Trade Secret and its affiliates currently own and operate
approximately 612 retail and salon locations in shopping malls and
strip centers throughout the United States and Puerto Rico, on a
collective basis.  The Trade Secret Group consists of stores
operating primarily under four trade names: Trade Secret, Beauty
Express, BeautyFirst, and PureBeauty(R).

Joseph M. Barry, Esq., at Young, Conaway, Stargatt & Taylor,
represents the Debtors in their Chapter 11 effort.  Epiq
Bankruptcy Solutions, LLC, is claims agent to the Debtors.

Non-debtor affiliates Premier Salons, Inc. and Premier Salons Ltd.
and its U.S. and Canadian corporate affiliates own and operate 340
hair and cosmetic service salons throughout North America, with
locations in specialty stores such as Saks, Sears, and Macy's.

TRUMP ENTERTAINMENT: Confirms Sept. 16 Closure of Trump Plaza
-------------------------------------------------------------
Wallace McKelvey, writing for the Press of Atlantic City, reported
that the owners of Trump Plaza Hotel and Casino confirmed Saturday
that it could join three other properties in closing if a buyer is
not found.

The report said Trump Entertainment Resorts told The Associated
Press that while a final decision about Trump Plaza hasn't been
made, it expects the casino to close Sept. 16.  Notices warning
more than 1,000 employees will go out Monday.

According ot the report, Trump Plaza, which opened in 1984 under
the tutelage of its namesake, Donald Trump, joins Revel Casino-
Hotel and Showboat Casino Hotel in announcing closings at the end
of the summer tourist season.  The latter two properties employ
about 3,100 and 2,100 people, respectively.

According to the report, experts say the impact of losing an
estimated 7,800 jobs since the January closing of the Atlantic
Club Casino Hotel would ripple across the region and hurt the
resort's marketing efforts in an already stagnant economy.
Atlantic Club's closing left about 1,600 without work.

The report noted that analysts say the closings could relieve
pressure on Atlantic City's other eight casinos amid increasing
competition from newer casinos in neighboring states.

The report recounted that Trump had previously sent out layoff
notices in March 2013 when a $20 million sale was pending. That
sale was ultimately put on hold, but in May the property reported
its biggest decline in gambling win. It reported about $4 million,
a 26 percent decline from 2013.


TRW AUTOMOTIVE: Non-binding Proposal No Impact on Moody's Ba1 CFR
-----------------------------------------------------------------
Moody's Investors Service said the announcement by TRW Automotive,
Inc. that is has received a preliminary, non-binding proposal to
be acquired may evolve into negative credit event, but does not
currently impact TRW's Ba1 Corporate Family Rating, Speculative
Grade Liquidity Rating at SGL-2, and positive outlook.

The last rating action for TRW was on November 18, 2013 when the
Corporate Family Rating was raised to Ba1 and positive rating
outlook was maintained.

The principal methodologies used in rating TRW were the Global
Automotive Supplier Industry published in May 2013, and the Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009. Other methodologies
and factors that may have been considered in the process of rating
this issuer can also be found on Moody's website.

TRW Automotive, Inc. (TRW) , headquartered in Livonia, MI, is
among the world's largest and most diversified suppliers of safety
related automotive systems, modules, and components to global
vehicle manufacturers and related aftermarket. The company has
four operating segments: Chassis Systems, Occupant Safety Systems,
Automotive Components, and Electronics. Its primary business lines
encompass the design, manufacture, and sale of active and passive
safety related products. Revenues in 2013 were approximately $17.4
billion.


UNIFRAX I: Moody's Affirms B2 Corp. Family Rating; Outlook Neg.
---------------------------------------------------------------
Moody's Investors Service affirmed all ratings for Unifrax I LLC,
including the B2 Corporate Family Rating ("CFR"), and revised the
rating outlook to negative from stable following the announcement
that the company will take a minority stake in a Chinese
competitor in a transaction funded primarily by incremental debt.

"The transaction provides a much better foothold in China, but the
debt financing stresses credit metrics and exhausts financial
flexibility in the B2 rating," said Ben Nelson, Moody's Assistant
Vice President and lead analyst for Unifrax I LLC.

Unifrax has entered into a share purchase agreement to take a 29%
stake in Chinese ceramic fiber producer Shandong Luyang Share Co.,
Ltd. ("Luyang") for $116 million. The company will also sell its
fiber plant in Suzhou to Luyang for $17 million. Unifrax will fund
the remaining amount, along with transaction-related fees and
expenses, with proceeds from $30 million incremental term loan,
$53 million add-on notes offering, and balance sheet cash. The
purchase price represents an effective multiple of over 11 times
trailing twelve months EBITDA for Luyang.

The outlook revision incorporates the risks associated with a
significant expansion into the Chinese market and expectations for
credit metrics to remain outside the boundaries of the B2 rating
for longer than anticipated previously, a consequence of the debt
component of the proposed transaction and indicative of increased
sponsor willingness to leverage the balance sheet in pursuit of
strategically-important transactions. Unifrax has been aggressive
in pursuit of such transactions by increasing adjusted financial
leverage from the mid 4 times (Debt/EBITDA) at the initial rating
assignment in late 2011 to the mid 5 times to acquire a specialty
fibers business in early 2013 and by Moody's calculations, to
about 6 times to expand its presence in the Chinese market with a
minority stake in Luyang (including proportional treatment of
Luyang's EBITDA according to Unifrax's expected economic
ownership).

The Luyang transaction will create short-term opportunities
through the planned installation of certain licensed Unifrax
technologies in Luyang's fiber plants and long-term opportunities
as both companies' earnings stand to benefit from cross-selling
and other strategic opportunities. These opportunities are not
without risk as Moody's does not expect the investment will
generate significant cash dividends unless the technology
implementation is successful. The affirmation of the ratings
despite these risks reflects solid expected interest coverage and
cash flow metrics, potential to improve earnings through realizing
substantial transaction-related synergies, and expectations for an
improved near-term macroeconomic environment in Europe.

The actions:

Affirmations:

Issuer: Unifrax I LLC (New)

Corporate Family Rating, Affirmed B2;

Probability of Default Rating, Affirmed B2-PD;

Senior Secured Credit Facilities, Affirmed B1 (LGD3);

Senior Unsecured Notes, Affirmed Caa1 (LGD5);

Assignments:

Incremental Senior Secured Term Loan, B1 (LGD3);

Incremental Senior Unsecured Notes, Caa1 (LGD5);

Outlook, Changed to Negative from Stable.

The ratings are subject to Moody's review of the final terms and
conditions of the proposed transactions.

Ratings Rationale

The B2 CFR is constrained by the company's narrow product line of
ceramic and glass fiber products, exposure to cyclical automotive
and industrial end markets, and high leverage position. The rating
incorporates some tolerance for variation in earnings due to the
nature of the end markets, but anticipates relatively stable
profit margins on a through-the-cycle basis and low maintenance
capital requirements will help stabilize cash flows. The rating
also benefits from strong market positions, broad customer base,
and operational and geographic diversity. Good liquidity is also
an important factor supporting the rating.

The negative outlook reflects high leverage metrics, limited
resilience within the current rating for unforeseen shortfalls in
operating performance, and execution risks associated with the
Luyang acquisition. Moody's could downgrade the rating with
expectations for leverage sustained above 5.5 times, marginal or
negative free cash flow generation, or weakening in the company's
liquidity position. Moody's could stabilize with leverage trending
back toward 5 times and retained cash flow near 10% (RCF/Debt).
Moody's could upgrade the rating with expectations for leverage
below 4 times and retained cash flow to debt above 10% on a
sustained basis. An upgrade would require a commitment to more
conservative financial policies.

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

Unifrax I LLC produces heat-resistant ceramic fiber products and
specialty glass microfiber materials for a variety of industrial
applications. Private equity firm American Securities acquired the
company in a leveraged buyout transaction from private equity firm
AEA Investors in late 2011 after selling the business to AEA in
2007. Headquartered in Tonawanda, N.Y., Unifrax generated revenues
of approximately $511 million for the twelve months ended March
31, 2014.


UNIFRAX I: S&P Affirms 'B+' Rating on 1st Lien Debt
---------------------------------------------------
Standard & Poor's Ratings Services said it has affirmed its 'B'
corporate credit rating on Unifrax Holding Co.  The outlook is
stable.

At the same time, S&P also affirmed its 'B+' issue-level rating on
Unifrax I LLC's first-lien facility and its 'B-' rating on its
senior unsecured notes.  The recovery ratings on both debt issues
are unchanged, at '2' and '5', respectively.  "The rating
affirmation is based on our expectation that moderately improving
end-market demand will lead to EBITDA growth and gradual
improvement in the company's credit measures following the
incremental debt issuance," said Standard & Poor's credit analyst
Svetlana Olsha.  Proceeds will be used to fund a minority interest
stake in unrated Shandong Luyang Share Co.  The Luyang investment
will expand Unifrax's presence in the Chinese refractory ceramic
fiber market and is consistent with Unifrax's strategy of
expansion in high-growth emerging markets.

Unifrax has a limited scale of operations as a niche producer of
specialty insulating materials for industrial thermal management,
automotive emission control, fire protection, and battery
separator and filtration markets.  S&P expects the company to
maintain significant market share globally as one of the top two
competitors in its segments; the remaining competition generally
consists of smaller regional players. S&P also expects Unifrax to
continue generating a significant proportion of revenue from
maintenance and replacement demand and from consumable products--
primarily in its industrial segment--which we believe helps reduce
volatility in earnings and cash flow. However, the company's end
markets will likely remain cyclical, fragmented, and highly
competitive.  S&P assess Unifrax's business risk profile as
"weak."

S&P's assessment of Unifrax's financial risk profile as "highly
leveraged" reflects leverage of 6x pro forma for the incremental
debt issuance.  S&P expects the company to continue making bolt-on
acquisitions that complement its existing manufacturing
capabilities and products and to fund purchases with both cash on
hand and debt.

The outlook is stable.  Unifrax's improving end-market conditions,
good niche market positions, and above-average EBITDA margins
should help sustain credit measures that are appropriate for the
rating, specifically debt to EBITDA of 5x to 6x and FFO to debt of
about 10%.

S&P could lower the rating if weak operating performance causes
credit measures to deteriorate for an extended period,
specifically if leverage exceeds 6x.  S&P could also lower the
rating if the company is unable to generate positive free cash
flow and liquidity becomes constrained.

S&P could raise the rating if stronger-than-expected growth in the
company's end markets leads to high cash flow generation and debt
reduction such that financial leverage declines to and remains
below 5x.  For an upgrade, S&P would also need to believe the
company would adhere to a less aggressive financial policy
consistent with a higher rating.


UNIVERSAL BIOENERGY: Metwood Owns Majority of Outstanding Shares
----------------------------------------------------------------
Metwood Inc. and Global Energy Group LLC entered into a Member
Interests Purchase Agreement, dated June 30, 2013, pursuant to
which Metwood acquired Global Energy.

On June 30, 2013, Global Energy directly owned 1,568,630,000
shares of Universal Bioenergy's common stock.  The 1,568,630,000
shares was the equivalent of 61.78% of the Company's 2,538,903,268
outstanding shares of common stock that were issued and
outstanding on May 20, 2013, as reported in the Company's Form
10-Q Report for the period ended March 31, 2013.

Due to the acquisition of Global Energy Group LLC by Metwood,
Metwood may be deemed to have indirect beneficial ownership of the
shares of which Global Energy Group LLC directly beneficially
owns.  As a result of the acquisition of Global Energy Group LLC
by Metwood Inc., on June 30, 2013, a change of control of
Universal Bioenergy occurred.

A full-text copy of the Form 8-K is available for free at:

                        http://is.gd/5C2ft1

                     About Universal Bioenergy

Headquartered in Irvine, California, Universal Bioenergy Inc.
develops markets alternative and natural energy products
including, natural gas, solar, biofuels, wind, wave, tidal, and
green technology products.

Universal Bioenergy incurred a net loss of $623,518 on $60.21
million of revenues for the year ended June 30, 2013, as compared
with a net loss of $4.12 million on $57.32 million of revenues for
the year ended June 30, 2012.

Bongiovanni & Associates, CPA's, in Cornelius, North Carolina,
issued a "going concern" qualification on the consolidated
financial statements for the year ended June 30, 2013.  The
independent auditors noted that the the Company has suffered
recurring operating losses, has an accumulated deficit, has
negative working capital, and has yet to generate an internal cash
flow that raises substantial doubt about its ability to continue
as a going concern.


UNIVERSAL HEALTH: Settlement on Appointment Motion Approved
-----------------------------------------------------------
Judge K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida, Tampa Division, approved the settlement among
Soneet R. Kapila, as the duly appointed Chapter 11 Trustee for the
estate of Universal Health Care Group, Inc., which entity serves
as the sole member of American Managed Care, LLC; BankUnited,
N.A.; Jean Johnson, Special Deputy Receiver for Universal HMO of
Texas, Inc.; Cantilo & Bennett, L.L.P., Special Deputy Receiver of
Universal Health Care of Nevada, Inc., after finding that the
compromise satisfies all of the legal requirements for approval,
the compromise is the product of arms-length negotiations, and the
compromise is in the best interest of the creditors and the
bankruptcy estate of Universal Health.

The settlement resolves legal issues arising from the Trustee's
appointment of Mark Abernathy as sole director of Universal
Health's subsidiaries, Universal HMO of Texas, Inc., and Universal
Health Care of Nevada, Inc.  BankUnited supported the Appointment
Motion, but the Nevada Receiver and Texas Receiver, along with the
Florida Department of Financial Services in its capacity as
receiver for Universal Health Care, Inc. and Universal Health Care
Insurance Company, Inc., opposed the Motion.

Attorneys for the Chapter 11 Trustee and American Managed Care,
LLC, are Roberta A. Colton, Esq., and Rhys P. Leonard, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'neill & Mullis, PA, in
Tampa, Florida; and

Attorney for BankUnited is Frank P. Terzo, Esq., at GrayRobinson,
P.A., in Tampa, Florida.

Attorney for Jean Johnson, the Special Deputy Receiver of
Universal HMO of Texas, Inc., is Robert H. Nunnally, Jr., Esq., at
Wisener * Nunnally * Gold, LLP, in Garland, Texas.

Special Deputy Receiver Universal Health Care of Nevada, Inc., is
Patrick H. Cantilo, Esq., at Cantilo & Bennett, L.L.P., in Austin,
Texas.

                    About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA.
Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc. serves as a forensic imaging
consultant to the Chapter 11 trustee.


VAIL LAKE: Lee & Associates Approved as Real Estate Broker
----------------------------------------------------------
The Bankruptcy Court authorized Vail Lake Rancho California,
LLC, to expand the scope of employment of Lee & Associates
Commercial Real Estate Services - North San Diego County, Inc., as
real estate broker.

The Debtor is represented by:

         Ori Katz, Esq.
         J. Barrett Marum, Esq.
         Robert K. Sahyan, Esq.
         SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
         501 West Broadway, 19th Floor
         San Diego, CA 92101
         Tel: (619) 338-6500
         Fax: (619) 234-3815

The Debtors stated that the property to be marketed and sold by
Lee & Associates will consist of (i) the Original Properties; (ii)
VLUSA's property, which consists of approximately 6,221 acres of
predominantly undeveloped real estate; (iii) VLVR's property,
which consists of an approximately 362 acre RV park; and (iv) the
remainder of VLRC's property that was not included in the
Employment Order, which consists of approximately 525 acres,
including the site the Debtors use as a venue for the concerts and
other events the Debtors' put on, together with all of the
Debtors' lake and water rights, whatever they may be.

Lee & Associates is expected to:

   a. list the property on an appropriate listing service;

   b. market the property directly to prospective purchasers
      on Lee & Associates' contact list;

   c. advertise the property in various publications;

   d. feature the property on websites; and

   e. show the property to prospective purchasers.

The Debtors agreed to compensate Lee & Associates according to the
Listing Agreement.  The Listing Agreement, as with the listing
agreements filed with the Original Application, provides that Lee
& Associates will be compensated for its services in an amount
equal to three percent of the gross sales price.  Each buyer's
broker will be compensated by their respective buyer.

                         About Vail Lake

Vail Lake Rancho California, LLC, and its affiliates own the
California campground Vail Lake Resort. Vail Lake is a large
reservoir in western Riverside County, California, located on
Temecula Creek in the Santa Margarita River watershed,
approximately 15 miles east of Temecula, California.  Properties
cover approximately 9,000 acres and have an estimated water
storage capacity of approximately 51,000 acre-feet.

On Dec. 26, 2012, creditors of Vail Lake filed an involuntary
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail
Lake.  In a filing on June 6, 2013, the Debtor said it consents to
the entry of an order for relief and does not contest the
involuntary Chapter 11 petition.

On June 5, 2013, the company sent 5 related entities -- Vail Lake
USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail
Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational
Management, LLC -- to Chapter 11 bankruptcy.

The new debtors have sought and obtained an order for joint
administration of their Chapter 11 cases with Vail Lake Rancho
(Case No. 12-16684).

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.  The Debtor also employed
Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank
serving as the Debtors' chief restructuring officer. Lee &
Associates Commercial Real Estate Services is the real estate
brokers of the Debtors.

The Debtors' consolidated assets, as of May 31, 2013, total
$291,016,000 and liabilities total $52,796,846.


WALTER ENERGY: Obtains Add'l $61.2MM Revolving Credit Facility
--------------------------------------------------------------
Walter Energy, Inc., on July 7, 2014, received the required
consents to an amendment to the Company's $2.725 billion credit
agreement, dated as of April 1, 2011, by and among Walter Energy,
Inc., certain subsidiaries of Walter Energy, Inc., the lenders
party thereto and Morgan Stanley Senior Funding, Inc., as
Administrative Agent from a majority of the lenders thereunder.
The Seventh Amendment, among other things, modifies the financial
maintenance ratio to be unlimited for the quarter ended June 30,
2014, so long as the Company issues at least $275 million of
additional first lien notes within seven days (or such longer
period during the fiscal quarter ending Sept. 30, 2014, as may be
determined by the administrative agent of the Credit Agreement) of
the effective date of the Seventh Amendment.  A full-text copy of
the 7th Amendment is available at http://is.gd/CBnQx5

On July 8, 2014, the Company entered into an amendment to the
Credit Agreement with certain lenders thereunder.  The Eighth
Amendment, among other things, provides the Company with an
additional tranche of revolving loan commitments in the amount of
$61.2 million, thereby increasing the total available commitments
under the revolving credit facility in the Credit Agreement to
$375 million.  The New Revolving Credit Facility Tranche will
mature in 2017.  Effectiveness of the Eighth Amendment is
conditioned upon the Company pricing a bond offering in an
aggregate principal amount of no less than $275 million and
certain other conditions, including making arrangements so that,
immediately after giving effect to the funding of any loans under
the New Revolving Credit Facility Tranche, proceeds of such bond
issuance are applied to repay certain revolving loans and
permanently terminate certain revolving commitments, required
under the Credit Agreement.  A full-text copy of the 8th Amendment
is available for free at http://is.gd/02JRV8

                        About Walter Energy

Walter Energy is a leading, publicly traded "pure-play"
metallurgical coal producer for the global steel industry with
strategic access to high-growth steel markets in Asia, South
America and Europe.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,900 employees with operations in
the United States, Canada and United Kingdom.

The Company's balance sheet at March 31, 2014, showed $5.64
billion in total assets, $4.97 billion in total liabilities and
$669.6 million in total stockholders' equity.

                            *    *    *

As reported by the TCR on July 1, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on Birmingham, Ala.-
based Walter Energy Inc. to 'CCC+' from 'B-'.  S&P believes the
company's capital structure is likely unsustainable in the long-
term absent an improvement in met coal prices.

The TCR reported on July 10, 2014, that Moody's downgraded the
Corporate Family Rating of Walter Energy, Inc., to Caa2 from Caa1.


WALTER ENERGY: Bank Debt Trades at 4.05% Off
--------------------------------------------
Participations in a syndicated loan under which Walter Energy Inc
is a borrower traded in the secondary market at 95.95 cents-on-
the-dollar during the week ended Friday, July 11, 2013 according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 0.46
percentage points from the previous week, The Journal relates.
Walter Energy Inc pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 14, 2018.  The
bank debt carries Moody's B2 rating and Standard & Poor's B+
rating.  The loan is one of the biggest gainers and losers among
249 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


WARTBURG COLLEGE: Fitch Rates Revenue Bonds Series 2014 'BB'
------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating on approximately $83.4
million private college revenue refunding bonds, series 2014
issued by the Iowa Higher Education Loan Authority on behalf of
Wartburg College (Wartburg or the college).

The fixed rate series 2014 bonds (the bonds) are expected to sell
via negotiation the week of July 28, 2014. Proceeds of the bonds
will be used to current refund all of the outstanding series 2005A
and series 2005B bonds, and to pay costs of issuance.

At the same time, Fitch affirms the rating on the outstanding
series 2005A bonds.

The Rating Outlook is Stable.

Security

The series 2014 private college facility revenue bonds are a
general obligation of the college, secured by a lien on revenues
of the college and a mortgage on the core campus, including the
wellness center which was the prime security for the series 2005B
bonds. Additionally, the bonds are supported by a debt service
reserve fund equal to maximum annual debt service (MADS).

Key Rating Drivers

Financial Profile Improving: Wartburg's 'BB' rating reflects
continuous operating margin improvement, although margins remain
negative as calculated by Fitch; relative stability in the
unrestricted liquidity cushion; and no new debt plans alleviate
some concern over the college's high debt burden.

Declining Enrollment Trend: Wartburg has experienced two
consecutive years of a reduction in full-time equivalent (FTE)
counts. Management has ramped up recruitment efforts which reflect
an increase in year-over-year applications, admits and deposits
for fall 2014 to date (at July 1, 2014).

Financial Flexibility Limited: Wartburg is dependent on a high
level of student fees to support operations. This critical
reliance on student related revenue is exacerbated by a nearly 50%
discount rate.

Rating Sensitivities

Operating Performance, Resource Deterioration: The rating is
sensitive to shifts in enrollment and resultant impacts to
operating performance. Wartburg's inability to sustain and build
on vastly improved margins over the past four years and stabilize
headcount could negatively pressure the rating. Conversely,
enrollment growth and continued improvement in operating margins
driving resource growth may yield positive rating momentum.

Credit Profile

Wartburg College, established in 1852 as a liberal arts college of
the Evangelical Lutheran church, is located in Waverly, IA and
serves predominantly in-state undergraduate students.

Operating Margins Continue To Improve

Wartburg's operating margin, calculated by Fitch to exclude any
non-operating income except for scheduled annual endowment
support, improved in fiscal 2013 but still remained negative
(1.8%). Fiscal 2014 is expected to be supported by growth in gifts
and contributions, which increased by about $1 million for fiscals
2012 and 2013. Although enrollment declined for the school year
2012-2013, Wartburg's focus on maximizing net yield per student
and curbing expense growth assisted in producing margin
improvement.

The audited financial statements for the fiscal year ending May
31, 2014 are not yet completed. Previously Fitch noted an
expectation of Wartburg generating a break-even operating margin
by fiscal 2014 on a full accrual basis, as calculated by Fitch to
include the endowment draw and depreciation expense, but exclude
realized and unrealized gains. According to management, operating
results are expected to remain positive on a cash-flow basis;
however, break-even results are not expected for fiscal 2014 on a
full accrual basis. Although management expects to achieve their
targets for the year, Fitch is unable to assess the progress as
Wartburg does not typically produce interim statements.
Operational budget information provided to Fitch at fiscal year-
end 2014 is balanced on a budgetary basis.

Declining Enrollment

Fitch remains concerned that there is a downward trend in both FTE
and headcount but expects to see enrollment stabilization in the
near term, the lack of which could affect the ratings level in the
future. Preliminary budgeted enrollment as of the May board
meeting assumed flat enrollment in fall 2014, which was 1,680 FTE
students in the fall of 2013. Current, projected enrollment for
new students is anticipated to be similar or better for the fall
of 2014 according to management. The fiscal 2015 budget was built
on 510 incoming students, and the college is on track for about
520 incoming students.

The college's admissions profile is also ahead of last year. At
this point in time last year, the college received 2,373
applications, admitted 1,794 students, and received 475 net
deposits versus this year. The college has received 2,413
applications, admitted 1,862 students and received 494 net
deposits to date. Wartburg is also running .3% lower in summer
melt this year than last.

Negative enrollment growth in fall of 2014 would most likely
pressure the rating, however, Wartburg's ability to consistently
improve margins despite enrollment loss is viewed favorably.
Positively, the college typically updates the operating budget in
the fall, after actual fall enrollment is certain. Management
believes they have built in enough flexibility in the budget
process to handle any slight variations in enrollment and
financial aid.

Limited Revenue Flexibility and High Tuition Discounting

Wartburg's revenues are predominantly sourced from student related
tuition, fees and auxiliary services. These funds comprise a high
portion of fiscal 2013 operating revenues. Wartburg remains
dependent upon enrollment growth, and the college's practice of
regularly implementing increases in tuition and fees is tempered
by a high tuition discounting rate of 49.8% for fiscal 2013,
compared to other 'BB' category credits rated by Fitch.

According to management, student financial aid awards are expected
to be similar to what was budgeted in fall 2014; however, a flat
to slightly higher discounting rate than the prior year is
expected. Favorably, the college focuses on growth in the average
net tuition per student which is expected to grow in fiscal 2015,
along with overall net tuition.

Fitch notes that the confluence of high revenue concentration
within student fees and charges along with high discounting has
not detracted from Wartburg's year-over-year margin improvement.
The college is expected to continue to have a relatively high
discount rate compared to other private colleges and universities
similarly rated by Fitch.

Fiscal 2013 Liquidity Improved

Balance sheet resources increased in FY13 as a result of
investment returns and gifts and contributions. Cash and
investments totaled $71.6 million in fiscal 2013, up from about
$61 million in the prior year. Consequently, available funds,
defined as unrestricted cash and investments increased to $31.8
million in fiscal 2013 from $24 million in fiscal 2012.

Wartburg's available funds offer improvement in cushion and
benefitted from a stronger return in FY13. These funds covered
61.8% of operating expenditures and 38.5% of long-term debt.
The alternative investment allocation for Wartburg is
approximately 23%, essentially the same as the previous year.
Management reported that the endowment returned 11% fiscal year-
to-date, increasing the pooled endowment market value as of May
31, 2014 to $56.6 million (unaudited), compared to $52.4 million
over the prior year.

Wartburg's reliance upon enrollment-related revenues necessitates
maintenance of the liquidity cushion at or above current levels to
manage potential demand volatility. As of May 2014, the College
has raised $44 mm, or 60% of its $75 million goal under its
comprehensive capital campaign, and intends to enter the public
phase of the campaign in Fall of 2014. Fitch will continue to
monitor the college's progress towards this goal.

After the refunding, Wartburg's long-term debt of $83.6 million
yields a high pro-forma MADS burden of 12.4%. Offsetting the debt
burden magnitude to some degree is the college's ability to
adequately cover debt service from operations. Coverage of pro
forma MADS is 1.19x based on fiscal 2013 unrestricted operating
revenues, as calculated by Fitch. The series 2014 debt is
structured with ascending pro-forma MADS occurring in fiscal 2037.
Pro-forma average annual debt service (AADS) coverage based on
fiscal 2013 operations is stronger at 1.32x. The college's debt
burden is expected to decline over time due to normal amortization
and the lack of any new debt plans.


WEX INC: Moody's Affirms Ba3 Corp. Family Rating & Debt Rating
--------------------------------------------------------------
Moody's Investors Service affirmed WEX Inc's Ba3 Corporate Family
Rating ("CFR") and Ba3 senior unsecured debt rating. The outlook
was changed to negative from stable.

Ratings Rationale

The change in outlook reflects the projected increase in leverage,
integration risks, and decreased liquidity as a result of the
company's planned acquisitions of Evolution1 and ExxonMobil's
European Commercial Fuel Card Program. The Evolution1 acquisition
is expected to close in Q3 and the ExxonMobil Fuel Card Program
later this year.

As a result of the debt financed acquisitions, the company's
financial leverage will materially increase and its financial
flexibility will decline. Upon completion of both acquisitions, it
is expected that leverage will materially increase with corporate
debt to company-reported bank covenant EBITDA increasing to well
above 3.0x from approximately 2.0x currently. Both acquisitions
are being financing largely by utilizing the company's $700
million, currently undrawn, bank credit facility. While it was
known that the company intended to use the bank credit facility to
finance future acquisitions, drawing upon the facility will result
in a material reduction in the company's back-up liquidity.
Furthermore, the bank facility restricts the leverage that the
company can incur. While the company expects to be in full
compliance with all bank covenants, the cushion between reported
and contractual covenant restrictions will be materially less.

WEX's ratings reflect the company's leading market position in its
core fleet payment solutions business, and the business'
attractive and fairly stable operating margins which have driven
strong consolidated profitability for the company. The CFR also
reflects WEX's strong and stable asset quality metrics related to
its charge card receivables, which comprise approximately 73% of
the company's tangible asset base. Balancing these positive
factors are a number of credit challenges, including WEX's
dependence on its regulated bank subsidiary, WEX Bank, for the
vast majority of its earnings and cash flow (in the form of
service fees and dividends) along with its exposure to commodity
price fluctuations (gas and diesel fuel). Moreover, the company's
capital position is weak due to its negative tangible equity
position.

Collateral for the company's senior secured credit facility
consists solely of 65% of the stock of a single international
subsidiary with net tangible assets of approximately $40 million.
Given the foreign stock pledge nature of the collateral, and its
modest value, Moody's  consider the senior unsecured notes and the
senior secured credit facility as a single class of debt, and as
such Moody's  do not differentiate between the Corporate Family
Rating and the rating on the senior unsecured notes.

The outlook could return to stable once company-reported bank
covenant debt/EBITDA declines below 2.75x with an expectation of
remaining below 2.5x, the new acquisitions are successfully
integrated, the company's liquidity reaches and is expected to
remain above $350 million, and the company has at least a 25%
cushion in its financial covenants.

The ratings could be downgraded in the event that company-reported
bank covenant debt/EBITDA increases above 3.5x and is expected to
remain at such level for three or more quarters or if company-
reported bank covenant debt/EBITDA rises above 4.0x. A weakening
of profitability whereby net income assets fell below 2.0% or
declining asset quality with charge-offs rising above 0.50% would
also put downward pressure on the ratings.

Based in South Portland, Maine, WEX is a provider of business to
business physical, digital and virtual card payment solutions.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.


WILLBROS GROUP: Moody's Changes B3 Rating Outlook to Positive
-------------------------------------------------------------
Moody's Investors Service changed Willbros Group, Inc.'s
(Willbros) outlook to positive from stable and affirmed the B3
corporate family rating, B3-PD probability of default rating, Caa1
term loan B rating and SGL-3 speculative grade liquidity rating.
At the same time, Moody's affirmed the Willbros United States
Holdings Inc.'s asset-based lending facility rating of B1. The
change in outlook reflects the recent improvement in credit
metrics driven by better operating results and the use of proceeds
from asset sales to retire debt.

Outlook Actions:

Issuer: Willbros Group, Inc.

Outlook, Changed to Positive from Stable

Affirmations:

Issuer: Willbros Group, Inc.

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

$250 Term Loan B, Affirmed Caa1 (LGD5, 71%)

Speculative Grade Liquidity Rating, Affirmed SGL-3

Issuer: Willbros United States Holdings Inc.

$150 Million Asset-Based Lending Facility, Affirmed B1 (LGD2, 29%)

Ratings Rationale

Willbros' B3 corporate family rating reflects its small size, weak
but improving margins, relatively low short-term backlog, exposure
to highly competitive and cyclical end markets and track record of
inconsistent project execution. The company has historically
struggled to generate consistent profitability and has produced
very weak EBITDA margins due to the competitive nature of the
engineering and construction industry, periodic execution and
productivity issues and its inability to effectively execute its
growth strategy. As a result, the company's EBITDA margins have
ranged from 3.7% to 5.8% over the past four years.

Willbros rating benefits from its segment diversity and its
exposure to the oil and gas and power end markets, which have
favorable long-term prospects. In addition, the company's
operating results have improved significantly over the past few
quarters and it has completed the sale of a few non-core assets
and utilized the proceeds to retire debt. This has enabled the
company to reduce its adjusted leverage ratio to about 3.6x, which
is low for its rating.

Moody's expects the company to produce significantly improved
operating results in 2014 as losses in the Oil & Gas segment are
significantly reduced as it shrinks the footprint of its field
offices and works on its backlog of pipeline projects. Willbros
should also benefit from improved results in its Canada segment as
it benefits from a new management team and share gains and in its
Professional Services segment from improved demand for its
engineering and design, project management, line locating and
pipeline integrity services. This should result in the company
producing adjusted EBITDA of about $135 million in 2014 versus
$118 million last year. Operating results are likely to be more
stable in 2015 unless the company's order bookings pick up over
the next few quarters, since Willbros backlog has remained
relatively flat at about $2 billion over the past year.

Willbros recently completed the sale of two non-core operations
including its Hawkeye business for $21 million and its union
refinery turnaround maintenance operation for $25 million. The
sale of assets along with improved operating results should enable
Willbros to fund the $36.5 million WAPCo legal settlement and
still modestly reduce term loan debt this year. This should result
in Willbros' credit metrics improving significantly, with its
debt/EBITDA declining to about 3.5x from 4.1x in December 2013,
and its EBITA/interest expense rising to about 2.0x from 1.4x.
Therefore, the company will continue to have a moderate amount of
leverage and ample interest coverage for its rating category.

Willbros had $125 million of liquidity on March 31, 2014
consisting of about $54 million in cash and $71 million of
borrowing availability. Willbros is expected to maintain adequate
liquidity over the next 12 to 18 months as it utilizes the
proceeds from asset sales and free cash flow to fund the remaining
$36.5 million WAPCo legal settlement and modestly reduce its term
loan debt.

Willbros positive outlook reflects its recently improved credit
metrics and operating results and expectations for continued
improvements over the remainder of 2014.

Willbros ratings could experience upward pressure should the
company grow its backlog of orders and sustain adjusted leverage
below 4.5x and interest coverage above 2.0x.

Downward rating pressure could develop if Willbros sustained its
adjusted leverage above 5.5x or its interest coverage below 1.0x.
Downward rating action could also occur if its margins deteriorate
substantially, its liquidity is significantly reduced or the
company does not maintain compliance with its bank covenants.

The principal methodology used in this rating was Global
Construction Methodology published in November 2010.

Willbros Group, Inc, headquartered in Houston, Texas, provides
engineering and construction (E&C) services to the oil, gas and
power industries primarily in North America. Willbros reports its
results in four segments: Oil & Gas (40% of revenues; 20% of
backlog) is focused on the US market and specializes in pipelines
and associated facilities and provides maintenance and turnaround
services for refineries; Utility T&D (21%; 52%) provides end-to-
end infrastructure construction services, primarily for the
electric and natural gas utility end-markets; Canada (22%; 15%)
provides E&C services to the oil sands industry; and Professional
Services (17%; 13%) provides engineering and design, project
management, line locating and pipeline integrity services.
Willbros' revenue for the 12 months ended March 31, 2014 was $2.1
billion and its backlog totaled $1.9 billion, of which $1.1
billion was expected to be realized over the next twelve months.
Approximately 85% of Willbros' backlog is in the US and 15% in
Canada.


YRC WORLDWIDE: William Davidson Appointed as Director
-----------------------------------------------------
The Board of Directors of YRC Worldwide Inc. approved the
appointment of William R. Davidson as director of YRC Worldwide
Inc. on July 8, 2014.  Pursuant to its director appointment rights
as the holder of the Company's Series A Voting Preferred Stock,
par value $1.00 per share, the International Brotherhood of
Teamsters selected William R. Davidson as one of the IBT director
representatives.

The Company and Mr. Davidson will enter into the Company's
standard form of indemnification agreement for directors and
officers.  The Board of Directors has not yet determined the
committees of the Board to which Mr. Davidson will be named.

Mr. Davidson will receive cash and equity compensation under the
same Director Compensation Plan as the other non-employee
directors.  Pursuant to the Plan, he will receive an annual cash
retainer of $75,000, paid quarterly.  In addition, Mr. Davidson
will receive a grant of restricted stock units equal to $100,000
divided by the 30-day average closing price of the Company's
common stock on the grant date, which grant date will be the first
business day following the date of each annual meeting of
stockholders, payable in advance for the ensuing Board term.
Further, Mr. Davidson will receive an Annual RSU Grant for the
2014-2015 Board term.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

The Company incurred a net loss of $83.6 million in 2013 following
a net loss of $136.5 million in 2012.  As of Dec. 31, 2013, the
Company had $2.06 billion in total assets, $2.66 billion in total
liabilities and a $597.4 million total shareholders' deficit.

                            *    *    *

As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
had upgraded the Corporate Family Rating for YRC Worldwide Inc.
("YRCW") from Caa3 to B3, following the successful closing of its
refinancing transactions.

In the Jan. 31, 2014, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its ratings on Overland Park,
Kansas-based less-than-truckload (LTL) trucker YRC Worldwide Inc.
(YRCW), including the corporate credit rating to 'CCC+' from
'CCC', and removed them from CreditWatch negative, where they were
placed on Jan. 10, 2014.  "The upgrades reflect YRCW's improved
liquidity position and minimal debt maturities as a result of its
proposed refinancing," said Standard & Poor's credit analyst Anita
Ogbara.


* Elite Law Firms Dominate as Deals Proliferate
-----------------------------------------------
Liz Hoffman and Jennifer Smith, writing for The Wall Street
Journal, reported that this year's megadeal-driven boom in mergers
and acquisitions has largely benefited a small group of elite law
firms.

According to the report, citing Dealogic, the top five law firms,
ranked by deal dollar values, had more than 75% of the market in
the first half, the highest level in five years.  Skadden, Arps,
Slate, Meagher & Flom LLP was atop the heap, with a hand in one of
every five dollars committed to M&A -- the highest market share
captured by any law firm in 10 years, the report related.  Simpson
Thacher & Bartlett LLP was the second-place firm by deal value,
according to Dealogic, while Davis Polk & Wardwell LLP was in
fourth place and Cleary Gottlieb Steen & Hamilton LLP, fifth, the
Journal said.


* BOND PRICING: For Week From July 7 to 11, 2014
------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
Alion Science &
  Technology Corp       ALISCI  10.250    73.053       2/1/2015
Allen Systems
  Group Inc             ALLSYS  10.500    50.875     11/15/2016
Allen Systems
  Group Inc             ALLSYS  10.500    52.500     11/15/2016
Brookstone Co Inc       BKST    13.000    38.250     10/15/2014
Brookstone Co Inc       BKST    13.000    45.000     10/15/2014
Brookstone Co Inc       BKST    13.000    38.125     10/15/2014
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    41.500     12/15/2014
Caesars Entertainment
  Operating Co Inc      CZR     10.000    36.625     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.750    68.196       2/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     12.750    42.218      4/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    40.133     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    36.500     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    41.000     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    41.000     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    36.500     12/15/2018
Champion
  Enterprises Inc       CHB      2.750     0.250      11/1/2037
Endeavour
  International Corp    END      5.500    47.500      7/15/2016
Energy Conversion
  Devices Inc           ENER     3.000     0.125      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU      8.175     1.300      1/30/2037
Energy Future
  Holdings Corp         TXU      5.550    51.000     11/15/2014
FairPoint
  Communications
  Inc/Old               FRP     13.125     1.000       4/2/2018
Global Geophysical
  Services Inc          GGS     10.500    48.250       5/1/2017
Global Geophysical
  Services Inc          GGS     10.500    34.875       5/1/2017
HP Enterprise
  Services LLC          HPQ      3.875    95.000      7/15/2023
James River Coal Co     JRCC     7.875    12.500       4/1/2019
James River Coal Co     JRCC     4.500     3.000      12/1/2015
James River Coal Co     JRCC    10.000     9.875       6/1/2018
James River Coal Co     JRCC    10.000    11.000       6/1/2018
James River Coal Co     JRCC     3.125     2.750      3/15/2018
LBI Media Inc           LBIMED   8.500    30.000       8/1/2017
Las Vegas Monorail Co   LASVMC   5.500    10.000      7/15/2019
Lehman Brothers Inc     LEH      7.500    12.625       8/1/2026
MF Global Holdings Ltd  MF       6.250    46.000       8/8/2016
MF Global Holdings Ltd  MF       1.875    46.000       2/1/2016
MModal Inc              MODL    10.750    10.375      8/15/2020
MModal Inc              MODL    10.750    10.125      8/15/2020
Momentive Performance
  Materials Inc         MOMENT  11.500    31.000      12/1/2016
Motors Liquidation Co   MTLQQ    7.200    11.250      1/15/2011
Motors Liquidation Co   MTLQQ    7.375    11.250      5/23/2048
Motors Liquidation Co   MTLQQ    6.750    11.250       5/1/2028
NII Capital Corp        NIHD    10.000    29.625      8/15/2016
OnCure Holdings Inc     RTSX    11.750    48.875      5/15/2017
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Pulse Electronics Corp  PULS     7.000    74.945     12/15/2014
TMST Inc                THMR     8.000    16.250      5/15/2013
Terrestar Networks Inc  TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    15.000      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    15.250      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    12.000      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    14.875      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    14.625      11/1/2016
Tunica-Biloxi
  Gaming Authority      PAGON    9.000    60.750     11/15/2015
USEC Inc                USU      3.000    33.405      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.375    53.000       8/1/2016
WCI Finance LLC /
  WEA Finance LLC       WDCAU    5.700   112.633      10/1/2016
WEA Finance LLC /
  WT Finance Aust
  Pty Ltd               WDCAU    6.750   121.900       9/2/2019
WEA Finance LLC /
  WT Finance Aust
  Pty Ltd               WDCAU    6.750   121.513       9/2/2019
Western Express Inc     WSTEXP  12.500    82.250      4/15/2015
Western Express Inc     WSTEXP  12.500    82.000      4/15/2015




                             *********

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 ***