TCR_Public/140715.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, July 15, 2014, Vol. 18, No. 195

                            Headlines

ACTIVECARE INC: ATI Reports 8.7% Equity Stake
AIR DISTRIBUTION: S&P Raises CCR From 'B' Over JCI Deal
ALLONHILL LLC: Amends Schedules to List More Unsecured Creditors
ALLONHILL LLC: Can Employ Bayard as Local Delaware Counsel
ALLONHILL LLC: Has Court OK to Employ Hogan Lovells as Counsel

ALLY FINANCIAL: Board Adopts Amended Bylaws
ALTEGRITY INC: S&P Assigns 'B-' Rating to New $1.16BB Secured Debt
AMERICAN MEDIA: Obtains Waiver of Default Until July 15
API TECHNOLOGIES: Incurs $15 Million Net Loss in May 31 Quarter
AMERICAN APPAREL: Lion/Hollywood Reports 12.4% Equity Stake

AURORA USA: Moody's Withdraws 'Caa1' Sr. Unsecured Debt Rating
BERNARD L. MADOFF: Judge Won't Junk Adversary Claims vs. Customers
BERNARD L. MADOFF: Judge Clarifies Law for Brokerage Distributions
BOULDER BRANDS: Proposed Loan Amendment No Impact on S&P's Ratings
BOWLING GREEN: Case Summary & 11 Largest Unsecured Creditors

BUCCANEER ENERGY: CIRI Seeks Relief From Bankruptcy Stay
C&K MARKET: Obtains Order Confirming Reorganization Plan
C&K MARKET: Gets Court Approval to Enter Deal With GECC, Crystal
C&K MARKET: Gets Approval of Lease Buyout Deal With Bayshore Mall
CBL & ASSOCIATES: Fitch Affirms 'BB' Preferred Stock Rating

CHARLES STREET: Sells Property to Reduce Debt
CNG HOLDINGS: S&P Lowers Issuer Credit Rating to 'B-'
COBALT INT'L: S&P Assigns Unsolicited 'CCC+' CCR; Outlook Stable
COLDWATER CREEK: Reno Outlet Continues Wind-Down
COLDWATER CREEK: Rips Committee's Bid to End Exclusivity

COMMUNITY ACTION: Files for Chapter 11 in Lincoln, Nebraska
CONTOURGLOBAL POWER: S&P Affirms 'BB-' Rating on $400MM Sr. Notes
CONGRESS MATERIALS: Case Summary & 20 Largest Unsecured Creditors
CONSECO LIFE: A.M. Best Raises Finc'l Strength Rating From 'B-'
CRUMBS BAKE SHOP: Seeks to Complete Chapter 11 Sale in 60 Days

CRUMBS BAKE SHOP: Nasdaq to Delist Stock Effective July 21
CRUMBS BAKE SHOP: Case Summary & 18 Largest Unsecured Creditors
D.A.B. GROUP: Case Summary & 12 Largest Unsecured Creditors
D.A.B. GROUP: Section 341(a) Meeting Scheduled for Aug. 19
DAMBOLD & WILSON: Case Summary & 20 Largest Unsecured Creditors

DETROIT, MI: Demands Info On $1.4B Pension Finance Deal
DETROIT WEST: S&P Lowers Rating on $5.9MM Revenue Bonds to 'CCC'
DEWEY & LEBOEUF: Fairness Hearing in Workers' Suit Set for Aug. 14
DEWEY & LEBOEUF: Former Execs Seek Dismissal of Criminal Case
DIGITAL DOMAIN: Can Access DIP Financing Until Sept. 5

DOMUM LOCIS: Case Summary & 6 Unsecured Creditors
FAIRMONT GENERAL: Says Chapter 11 Plan Coming this Month
FIRSTPLUS FINANCIAL: Atty, Lucchese Pals Convicted of Fraud
FONTAINEBLEAU LAS VEGAS: Lenders Blast Trustee Deal
FRAZER/EXTON DEVELOPMENT: Bank Says Developers Defaulted On Loan

FREEDOM INDUSTRIES: Works on Joint Plan with Creditors' Committee
FRONTIER COMMUNICATIONS: S&P Assigns 'BB-' Rating on $750MM Credit
GARLOCK SEALING: Fights Claimants' Bid To Revisit $125M Order
GENCO SHIPPING: Court Approves Sidley Austin as Equity Counsel
GENERAL MOTORS: Judge to Review Recall Legal-Dispute Rules

GLOBAL GEOPHYSICAL: Executives Draw on 'D&O Policy'
GOLDKING HOLDINGS: Wins Okay to Hire Ernst & Young as Consultant
GREAT PLAINS: July 24 Hearing on Latest Plan Disclosures
GREAT PLAINS: UST Questions Source of Funds for Creditors
HOLYOKE GERIATRIC: Trial Held Last Week on Ch.11 Eligibility

IGPS COMPANY: New York, Buyer Can Wrap Tax Audit, Begin Deal Talks
KENNY G: Trustee Left With No Remedy for Fraudulent Transfer
KID BRANDS: Schedules and Statement Due July 21
KID BRANDS: Seeks to Pay $1-Mil. to Critical Vendors

KID BRANDS: Seeks Approval for GRL's Glenn Langberg as CRO
KID BRANDS: UST Has Objections to 360 Merchant Hiring
KONINKLIJKE PHILIPS: Insurers Seek to Audit Unit's Asbestos Trust
LAMAR CONSTRUCTION: Files for Chapter 7; Lays Off All 280 Workers
LAND'OR INTERNATIONAL: Case Dismissed Following Settlement

LEHMAN BROTHERS: Files 55th Status Report on Claims Settlement
LEHMAN BROTHERS: Wins Approval to Settle AuRico Gold Claim
LEHMAN BROTHERS: Wins Approval to Settle Credencial's Claim
LEHMAN BROTHERS: Wins Approval to Settle Former Employee Claim
LEHMAN BROTHERS: Wins OK to Enter Into Mediation for CHA Claim

LEHMAN BROTHERS: To Pay $10MM in Fight Over Hotel Contract
LIGHTSQUARED INC: Missed $9M Bill, Inmarsat Says
LIGHTSQUARED INC: New Plan Set for Aug. 25 Confirmation
LIGHTSQUARED INC: Reaches Deal on Bankruptcy Plan with Ergen
LOWER BUCKS: 3rd Circ. Nixes BNY's Ch. 11 Release From Creditors

LVBK LLC: Case Summary & 11 Largest Unsecured Creditors
MADISON COUNTY, MI: S&P Lowers Rating to 'CC' on Possible Default
MARTIFER AURORA: BayWa Buys Company for $7.6 Million
MAXWEST ENVIRONMENTAL: Halts Operations & Files Chapter 7
MIDWEST FAMILY: Moody's Affirms 'B1' Rating on Class II Bonds

MOLLY MAGUIRES RESTAURANT: Voluntary Chapter 11 Case Summary
MONTANA ELECTRIC: Chapter 11 Plan Declared Effective
NATROL INC: Judge Orders Joint Administration of Bankruptcy Cases
NATROL INC: Files Amended List of 30 Largest Unsecured Creditors
NEW YORK CITY OPERA: Revival Is on the Table

NEW YORK CITY OPERA: Analyzing Restrictions on Endowment
OPTIM ENERGY: Judge OKs PE Group as $82M Coal Plant Stalking Horse
OPTIMUMBANK HOLDINGS: Expects to Regain NASDAQ Compliance
ORCHARD SUPPLY: Closes One Sacramento Outlet
ORMET CORP: Magnum Hunter Acquires Mineral Rights for $22.3MM

PACIFIC STEEL: Schedules Auction on July 28 with Speyside Bid
PARKWAY ACQUISITION: Voluntary Chapter 11 Case Summary
PELICAN BAY: Case Summary & 6 Largest Unsecured Creditors
PETROLOGISTICS L.P.: S&P Retains 'B' CCR on CreditWatch Positive
PLEXTRONICS INC: Chapter 11 Dismissed, No Funds for Creditors

PUERTO RICO: Makes Bond Payments, But Muni Market Remains on Edge
RESTORGENEX CORP: P. Donenberg Appointed Chief Financial Officer
RICEBRAN TECHNOLOGIES: Amends 2.9MM Shares Resale Prospectus
ROBERT DOKKEN: Chartered Financial Consultant Files Chapter 11
SAM ADAMS: Ex-Seattle Seahawks Player Files Bankruptcy

SEABRIGHT INSURANCE: A.M. Best Cuts Issuer Credit Rating to 'bb'
SP HOLDO I: S&P Assigns 'B' Corp. Credit Rating, Stable Outlook
SSH HOLDINGS: Moody's Affirms 'B2' Corp. Credit Rating
SSH HOLDINGS: S&P Retains 'B' Corp Credit Rating, Stable Outlook
SOURCE HOME: Unveils $24-Mil. Bid For Sale Rack Biz

SUN BANCORP: Files Copy of the Purchase Pact with Sturdy Savings
SUN PRODUCTS: Moody's Lowers Corporate Family Rating to 'B3'
TACTICAL INTERMEDIATE: Proposes Aug. 22 Auction for Massif Assets
TELEXFREE LLC: President Seeks to Free Frozen Funds
TODD-SOUNDELUX: Closed Permanently on July 10

UNITEK GLOBAL: Fails to Comply with NASDAQ's $1 Bid Price Rule
US COAL CORP: Wants Approval to Hire Nixon Peabody as Counsel
US COAL CORP: Hires DelCotto Law Group as Local Counsel
US COAL CORP: Taps GlassRatner Advisory as Financial Advisor
US COAL CORP: Hires Epiq Bankruptcy as Claims & Noticing Agent

USEC INC: Plan Confirmation Hearing Set for Sept. 5
VERINT SYSTEMS: Moody's Raises Corporate Family Rating to 'Ba3'
WATERFALL INC: Voluntary Chapter 11 Case Summary
WELLNESS INT'L: Supreme Court May Cut Federal Magistrate Powers
WINDSOR PETROLEUM: Case Summary & 9 Largest Unsecured Creditors

ZOGENIX INC: Court Upholds Ruling to Stop Zohydro Restrictions

* NJ High Court Waives Conflicts in Pro Bono Bankruptcy Work
* 5 American Families' Fortunes Following Bankruptcy
* Bankruptcy Filings Down 12% This Year After June Decline

* Buyout Firms' Fees Come Under Review by Federal Regulators
* Citi Settles Mortgage Securities Inquiry for $7 Billion
* HSBC to Pay $10 Million to Settle Foreclosure-Fee Case
* Senators Seek Fair Treatment for Workers & Retirees in Bankr.

* Argentina Defaulted Noteholders Invited to Join Ad Hoc Group

* Carl Marks Partners Among Global M&A Top 100 Professionals List
* Upshot Services Hires Two New Senior Advisors

* Large Companies With Insolvent Balance Sheet


                             *********


ACTIVECARE INC: ATI Reports 8.7% Equity Stake
---------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Advance Technology Investors, LLC, disclosed that as
of Aug. 29, 2013, it beneficially owned 2,981,825 shares of common
stock of ActiveCare, Inc., representing 8.7 percent of the shares
outstanding.

On or about Aug. 29, 2013, ATI converted a debt obligation of
$1,676,795 owed to it by the Company into 2,235,727 shares of the
Company's common stock, which resulted in ATI becoming the
beneficial owner of more than 5% of the outstanding common stock
of the Issuer.  Thereafter, on or about Aug. 30, 2013, ATI
converted an additional debt obligation of $378,564 owed to it by
the Issuer into 504,752 shares of the Company's common stock.  The
foregoing transactions have resulted in ATI being the beneficial
owner of 2,981,825 shares of the Company's common stock

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

                        http://is.gd/c2JOcJ

                          About ActiveCare

South West Valley City, Utah-based ActiveCare, Inc., is organized
into three business segments based primarily on the nature of the
Company's products.  The Stains and Reagents segment is engaged in
the business of manufacturing and marketing medical diagnostic
stains, solutions and related equipment to hospitals and medical
testing labs.  The CareServices segment is engaged in the business
of developing, distributing and marketing mobile health monitoring
and concierge services to distributors and customers.  The Chronic
Illness Monitoring segment is primarily engaged in the monitoring
of diabetic patients on a real time basis.

The Company's business plan is to develop and market products for
monitoring the health of and providing assistance to mobile and
homebound seniors and the chronically ill, including those who may
require a personal assistant to check on them during the day to
ensure their safety and well being.

ActiveCare incurred a net loss attributable to common stockholders
of $25.95 million the year ended Sept. 30, 2013, as compared with
a net loss attributable to common stockholders of $12.42 million
for the year ended Sept. 30, 2012.

The Company's balance sheet at March 31, 2014, showed $10.75
million in total assets, $9.78 million in total liabilities and
$957,032 in total stockholders' equity.

Tanner LLC, in Salt Lake City, Utah, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2013.  The independent auditors noted that
the Company has incurred recurring losses, has negative cash flows
from operating activities, has negative working capital, and has
negative total equity.  These conditions, among others, raise
substantial doubt about its ability to continue as a going
concern.


AIR DISTRIBUTION: S&P Raises CCR From 'B' Over JCI Deal
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Richardson, Texas-based Air Distribution Technologies to
'BBB+' from 'B' following the announcement by Milwaukee, Wis.-
based Johnson Controls Inc. that it has completed the acquisition
of the company.  At the same time, S&P removed all ratings on Air
Distribution from CreditWatch, where it had placed them with
positive implications on April 18, 2014.  The outlook is stable.
S&P subsequently withdrew its corporate credit rating on Air
Distribution and all its issue-level ratings on its existing
secured debt, which has been repaid.

"We raised the rating on Air Distribution and removed it from
CreditWatch to reflect our view that its credit quality is now
aligned with that of Johnson Controls, following the June 16,
2014, closing of the acquisition by the technology and industrial
company," said Standard & Poor's credit analyst Pablo Garces.
"Immediately thereafter, we withdrew the ratings because the
company's debt has been repaid."


ALLONHILL LLC: Amends Schedules to List More Unsecured Creditors
----------------------------------------------------------------
Allonhill LLC filed with the U.S. Bankruptcy Court for the
District of Delaware revised Schedules of Assets and Liabilities
to amend the list of creditors holding unsecured non-priority
claims.  The Amended Schedules, dated May 12, 2014, disclose
$$19,205,062 in assets and $32,919,555 in liabilities.  Unsecured
non-priority claims total $30,715,960.  Full-text copies of the
Schedules are available at:

       http://bankrupt.com/misc/ALLONHILLsal0512.pdf

                       About Allonhill LLC

Allonhill LLC, a professional services firm based in Denver,
Colorado, that previously provided loan due diligence and credit
risk management services for institutions that invest in, sell,
securitize or service mortgage loans, sought protection under
Chapter 11 of the Bankruptcy Code on March 26, 2014.  The case is
In re Allonhill, LLC, Case No. 14-bk-10663 (Bankr. D. Del.).

The Debtor's General Counsel is HOGAN LOVELLS US LLP.  The
Debtor's Local Counsel is Neil B. Glassman, Esq., Justin R.
Alberto, Esq., and Evan T. Miller, Esq., at BAYARD, P.A., in
Wilmington, Delaware.  Upshot Services LLC serves as the Debtor's
Claims and Noticing Agent.

The Debtor disclosed $19,205,062 in assets and $32,918,294 in
liabilities as of the Chapter 11 filing.

Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the
Bankruptcy Court that she was unable to appoint an official
committee of unsecured creditors in the case of Allonhill, LLC.
The U.S. Trustee explained that there were insufficient response
to the communication/contact for service on the committee.


ALLONHILL LLC: Can Employ Bayard as Local Delaware Counsel
----------------------------------------------------------
Allonhill LLC sought and obtained authority from Judge Kevin Gross
of the U.S. Bankruptcy Court for the District of Delaware to
employ Bayard, P.A., as Delaware counsel.

The professional services that Bayard will render to the Debtor
include the following:

   (a) Assisting the Debtor with preparation of all motions,
       petitions, applications, orders, reports and papers
       necessary to commence the Chapter 11 case;

   (b) Assisting the Debtor in its preparation of all documents,
       reports, and papers necessary for the administration of the
       Chapter 11 case;

   (c) General legal advice with respect to the powers and duties
       of the Debtor as Debtor-in-possession in the Chapter 11
       case;

   (d) Appearing in court to protect the interests of the Debtor;

   (e) Attending meetings as requested by the Debtor;

   (f) Performing all other legal services for the Debtor which
       may be necessary and proper in this proceeding including,
       but not limited to, provision of advice in areas such as
       corporate, bankruptcy, banking, transactions, and real
       estate law, as well as representation in litigation before
       this and other courts as needed; and

   (g) Perform other functions as requested by the Debtor
       consistent with professional standards.

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

     Directors                           $450 - $890
     Associates and Counsel              $310 - $415
     Legal Assistants                    $195 - $285

The principal attorneys and paralegal assigned to represent the
Debtor and their current standard hourly rates are:

     Neil B. Glassman, Esq.              $890
     Justin R. Alberto, Esq.             $395
     Evan T. Miller, Esq.                $365
     Larry Morton (paralegal)            $285

In addition to the hourly billing rates, Bayard customarily
charges its clients for all costs and expenses incurred.

The Debtor engaged Bayard to perform services as outside counsel
before the Petition Date.  The Debtor paid Bayard a retainer of
$150,000 prepetition, from which Bayard applied $85,218 for its
fees and expenses involved and incurred in the preparation for and
commencement of the case.

Neil B. Glassman, Esq., a director of Bayard, P.A., in Wilmington,
Delaware, assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.  Mr. Glassman, however, discloses that
his firm currently or has in the past represented Bank of America,
DLJ Mortgage Capital, Inc., Verizon, and Citadel Investment Group,
L.L.C., in matters unrelated to the bankruptcy case.

                       About Allonhill LLC

Allonhill LLC, a professional services firm based in Denver,
Colorado, that previously provided loan due diligence and credit
risk management services for institutions that invest in, sell,
securitize or service mortgage loans, sought protection under
Chapter 11 of the Bankruptcy Code on March 26, 2014.  The case is
In re Allonhill, LLC, Case No. 14-bk-10663 (Bankr. D. Del.).

The Debtor's General Counsel is HOGAN LOVELLS US LLP.  The
Debtor's Local Counsel is Neil B. Glassman, Esq., Justin R.
Alberto, Esq., and Evan T. Miller, Esq., at BAYARD, P.A., in
Wilmington, Delaware.  Upshot Services LLC serves as the Debtor's
Claims and Noticing Agent.

The Debtor disclosed $19,205,062 in assets and $32,918,294 in
liabilities as of the Chapter 11 filing.

Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the
Bankruptcy Court that she was unable to appoint an official
committee of unsecured creditors in the case of Allonhill, LLC.
The U.S. Trustee explained that there were insufficient response
to the communication/contact for service on the committee.


ALLONHILL LLC: Has Court OK to Employ Hogan Lovells as Counsel
--------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized Allonhill LLC to employ Hogan Lovells US LLP
as lead bankruptcy counsel.

The professional Services that Hogan Lovells will render to the
Debtor include, but will not be limited to, the following:

   (a) Assisting the Debtor with preparation of motions,
       petitions, applications, orders, reports and papers
       necessary to commence the Chapter 11 case;

   (b) Assisting the Debtor in its preparation of pleadings,
       motions, documents, reports, and papers necessary for the
       administration of the Chapter 11 case;

   (c) General legal advice with respect to the powers and duties
       of the Debtor as Debtor-in-possession in the Chapter 11
       case;

   (d) Appearing in court to protect the interests of the Debtor;

   (e) Attending meetings as requested by the Debtor;

   (f) Performing other legal services for the Debtor which may be
       necessary and proper in this proceeding including, but not
       limited to, provision of advice in areas such as corporate,
       bankruptcy, banking, transactions, tax and real estate law,
       as well as representation in litigation before this and
       other courts as needed; and

   (g) Performing other functions as requested by the Debtor
       consistent with professional standards.

Hogan Lovells intends to charge the Debtor for its Services as
bankruptcy counsel based on the following hourly rates:

     Partners                            $690 - $1,065
     Associates and Counsel              $405 - $855
     Legal Assistants                    $175 - $350

The principal attorneys and paralegal assigned to represent the
Debtor and their current standard hourly rates are:

     Christopher R. Donoho, III, Esq.           $890
     George Hagerty, Esq.                       $715
     Lynn W. Holbert, Esq.                      $800
     Allison Weiss, Esq.                        $800
     Catherine Yu, Esq.                         $670
     Kevin Burke, Esq.                          $565
     Danielle Ledford, Esq.                     $510
     Ronald Cappiello (paralegal)               $310

In addition to the hourly billing rates, Hogan Lovells customarily
charges its clients for all costs and expenses incurred.

The Debtor engaged Hogan Lovells to perform services as outside
counsel before the Petition Date.  The Debtor paid Hogan Lovells a
retainer of $250,000 prepetition, from which Hogan Lovells applied
$250,000 for its fees and expenses incurred prior to commencement
of the case.  During the one year period immediately preceding the
Petition Date, Hogan Lovells believes that the Debtor paid to
Hogan Lovells fees and expenses totaling $533,994, of which
$250,000 was obtained from the Retainer.

Christopher R. Donoho, III, Esq., a partner at Hogan Lovells US
LLP, assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors and
their estates.  Mr. Donoho, however, discloses that firms firm
represented, currently represents, and in the future may represent
City and County of Denver, ADP, Inc., Husch Blackwell LLP, FedEx,
Colorado State Treasurer, XL Specialty Insurance Company, Bryan
Cave LLP, Troutman Sanders LLP, and Paul, Weiss, Rifkind, Wharton
& Garrison LLP, in matters unrelated to the bankruptcy case.  With
respect to XL Specialty, the Debtor has delegated to Bayard, P.A.,
representation of the Debtor in connection with matters
specifically involving XL Specialty.

                       About Allonhill LLC

Allonhill LLC, a professional services firm based in Denver,
Colorado, that previously provided loan due diligence and credit
risk management services for institutions that invest in, sell,
securitize or service mortgage loans, sought protection under
Chapter 11 of the Bankruptcy Code on March 26, 2014.  The case is
In re Allonhill, LLC, Case No. 14-bk-10663 (Bankr. D. Del.).

The Debtor's General Counsel is HOGAN LOVELLS US LLP.  The
Debtor's Local Counsel is Neil B. Glassman, Esq., Justin R.
Alberto, Esq., and Evan T. Miller, Esq., at BAYARD, P.A., in
Wilmington, Delaware.  Upshot Services LLC serves as the Debtor's
Claims and Noticing Agent.

The Debtor disclosed $19,205,062 in assets and $32,918,294 in
liabilities as of the Chapter 11 filing.

Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the
Bankruptcy Court that she was unable to appoint an official
committee of unsecured creditors in the case of Allonhill, LLC.
The U.S. Trustee explained that there were insufficient response
to the communication/contact for service on the committee.


ALLY FINANCIAL: Board Adopts Amended Bylaws
-------------------------------------------
The board of directors of Ally Financial Inc. adopted on July 7,
2014, amendments to the Company's bylaws, which amendments are
immediately effective.

The Bylaw Amendments modify the voting threshold set forth in
Article VII, Section B, such that holders of at least a majority
of the outstanding common stock of Ally may vote to change, or
repeal Ally's bylaws, or adopt additional bylaws at any annual or
special meeting of the common stockholders, in accordance with the
laws of the State of Delaware.

In addition, the Bylaw Amendments delete the following text and
make minor conforming changes in the bylaws

   * Section I.F.10.f, which currently reads:

      "Any changes to Article IX of the Corporation's Amended and
       Restated Certificate of Incorporation requires the vote of
       the holders of at least 75% of the outstanding shares of
       stock entitled to vote on the matter and who are present in
       person or by proxy at the meeting."

   * Section II.F, which currently reads:

       Removal. Directors may be removed from the Board by the
                common stockholders only for cause.

A full-text copy of the Amended Bylaws is available at:

                       http://is.gd/bK66zf

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake.  Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.

As of March 31, 2014, the Company had $148.45 billion in total
assets, $133.99 billion in total liabilities and $14.45 billion in
total equity.

                           *     *     *

As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings
Services said it raised its issuer credit rating on Ally Financial
Inc. to 'BB' from 'B+'.  "The upgrade reflects the company's
release from potential legal and financial liabilities stemming
from its ownership of ResCap," said Standard & Poor's credit
analyst Tom Connell.

In the April 3, 2014, edition of the TCR, Fitch Ratings has
upgraded Ally Financial Inc.'s long-term Issuer Default Rating
(IDR) and senior unsecured debt rating to 'BB+' from 'BB'.
The rating upgrade reflects increased clarity around Ally's
ownership structure given Ally's recent announcement that it has
launched an initial public offering those shares of its common
stock held by the U.S. Treasury (the Treasury).

As reported by the TCR on Dec. 23, 2013, Moody's Investors Service
upgraded the corporate family rating (CFR) of Ally Financial Inc.
to Ba3 from B1.  The upgrade of Ally's corporate family rating
follows the U.S. Bankruptcy Court's approval of ResCap LLC's
(unrated) Chapter 11 plan, which releases Ally from mortgage-
related creditor claims originating from its ownership of ResCap.


ALTEGRITY INC: S&P Assigns 'B-' Rating to New $1.16BB Secured Debt
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue rating
to Falls Church, Va.-based Altegrity Inc.'s new $1.16 billion
senior secured bank credit facilities, which consist of $60
million revolver due April 2019 and $1.1 billion term loans due
July 2019.  The recovery rating on the credit facilities is '2',
indicating that lenders could expect substantial (70% to 90%)
recovery in the event of a payment default.

"In addition, we have assigned our 'CCC-' issue ratings to the new
$200 million senior second-lien secured 12.0% cash pay and 2.0%
pay in kind (PIK) notes due 2020, $280 million senior secured
second-lien secured 10.5% cash pay and 2.5% PIK notes due 2020,
and $61 million senior secured third-lien 15% PIK notes due 2021.
We are also raising our ratings on the company's $11 million 10.5%
senior unsecured notes due November 2015, $11 million 12.0% senior
unsecured notes due November 2015, and $29 million 11.75% senior
subordinated notes due May 2016 to 'CCC-' from 'C'.  The recovery
rating on the 'CCC-' notes is '6', indicating that lenders could
expect negligible recovery (0% to 10%) in the event of a payment
default," S&P said.

S&P has also withdrawn its 'B-' issue-level and '2' recovery
ratings on the company's previous $1.385 billion senior secured
term loan and $75 million revolver, which have now been repaid.

The ratings reflect a modestly improved capital structure and
liquidity profile as a result of extending the debt maturities.
The company's financial risk profile is "highly leveraged" as S&P
expects credit metrics will remain very weak given the company's
significant debt burden, with debt to EBITDA above 10x.  The
business risk profile is "vulnerable" given the company operates
in a highly fragmented industry with low barriers to entry and is
vulnerable to decisions made by the U.S. government, as well as
its poor operating performance over the past several years.  S&P
believes its operating performance will continue to be under
pressure for at least the next two years because of intense price
competition in the industry combined with continued unfavorable
terms in the U.S. Office of Personnel Management business.

S&P raised the rating of the unsecured and subordinated notes to
reflect its view that these notes exhibit the same recovery
characteristics as the newly assigned senior second- and third-
lien notes.

S&P's 'CCC+' corporate credit rating and negative outlook remain
unchanged.

RATINGS LIST

Altegrity Inc.
Corporate credit rating                 CCC+/Negative/--

Ratings Assigned
Altegrity Inc.
Senior secured
  $60 mil. revolver due 2019             B-
   Recovery rating                       2
  $1.1 bil. term loan due 2019           B-
   Recovery rating                       2
  $200 mil. 2nd lien 12%/2% notes
  due 2020                               CCC-
   Recovery rating                       6
  $280 mil. 2nd lien 10.5%/2.5% notes
  due 2020                               CCC-
   Recovery rating                       6
  $61 mil. 3rd lien 15% notes due 2021   CCC-
   Recovery rating                       6

Ratings Raised
                                         To          From
Altegrity Inc.
Senior unsecured                        CCC-        C
   Recovery rating                       6           6
Subordinated                            CCC-        C
   Recovery rating                       6           6

Ratings Withdrawn
Altegrity Inc.
Senior secured
  $1.385 bil. term loan                  N.R.         B-
   Recovery rating                       N.R.         2
  $75 mil. revolver                      N.R.         B-
   Recovery rating                       N.R.         2


AMERICAN MEDIA: Obtains Waiver of Default Until July 15
-------------------------------------------------------
American Media, Inc., and JPMorgan Chase Bank, N.A., as
administrative agent under a revolving credit agreement dated as
of Dec. 22, 2010, entered into a limited waiver to the Credit
Agreement with lenders constituting the Required Lenders.
Pursuant to the Waiver and subject to the Credit Parties'
compliance with the requirements set forth therein, the Consenting
Lenders have agreed to waive, until July 15, 2014, any potential
Default or Event of Default arising from the failure to furnish to
the Administrative Agent (i) the financial statements, reports and
other documents as required under Section 5.01(a) of the Credit
Agreement with respect to the fiscal year of AMI ended March 31,
2014; and (ii) the related deliverables required under Sections
5.01(c) and 5.03(b) of the Credit Agreement.

AMI intends to seek an additional waiver from the Required Lenders
prior to July 15, 2014.

                  Inks Merger Agreement with Investors


On July 8, 2014, AMI entered into a non-binding letter of intent
with certain of its investors pursuant to which the investors
would acquire 100% of the issued and outstanding common stock of
AMI for $2 million in cash plus assumption of approximately $513
million of outstanding indebtedness remaining in place resulting
in an implied enterprise value of $515.0 million.

In conjunction with the Merger, the drag-along provision of
Section 2.5 of AMI's stockholders' agreement among AMI and its
stockholders dated as of Dec. 22, 2010, as amended, will be
exercised.

Concurrently with the closing of the Merger, the Investors or
their affiliates will irrevocably provide and agree to provide AMI
with commitments for sufficient additional liquidity to cause AMI
to have at least $10 million of liquidity at all times in the 12
months following the Merger, in the current board of directors of
AMI's judgment based on consultation with its advisors.

AMI will have a "go-shop" that will allow it to seek a competing
transaction.  The "go-shop" will expire at 5:00 p.m. on the 30th
calendar day following public disclosure of the material terms of
the Transaction, subject to earlier termination of the go-shop at
the Board's discretion.

It is anticipated that David Pecker will remain chief executive
officer of AMI after consummation of the Transactions.

                        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.

In the July 10, 2014, edition of the TCR, 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.


API TECHNOLOGIES: Incurs $15 Million Net Loss in May 31 Quarter
---------------------------------------------------------------
API Technologies Corp filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $14.98 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 three months
ended May 31, 2013.

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 last year.

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.

At May 31, 2014, the Company held cash and cash equivalents of
approximately $10.6 million compared to $6.4 million at Nov. 30,
2013.

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

                         http://is.gd/Kk14zO

                        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.


AMERICAN APPAREL: Lion/Hollywood Reports 12.4% Equity Stake
-----------------------------------------------------------
Lion/Hollywood L.L.C. and its affiliates disclosed in an amended
Schedule 13D filed with the U.S. Securities and Exchange
Commission that as of July 7, 2014, they beneficially owned
24,511,022 shares of common stock of American Apparel representing
12.4 percent of the shares outstanding.

On July 7, 2014, Lion/Hollywood issued a Notice of Acceleration to
American Apparel under the Credit Agreement, dated as of May 22,
2013.  Under the Notice of Acceleration, by reason of the
occurrence and continuance of the Event of Defaul, the Lenders
accelerated and declared the Loans, together with accrued interest
thereon and all fees and other obligations of the Loan Parties
accrued under the Lion Credit Agreement, any other Loan Document
or any other agreement, immediately due and payable.

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

                        http://is.gd/z9LMhV

                       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.


AURORA USA: Moody's Withdraws 'Caa1' Sr. Unsecured Debt Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings assigned to
Aurora USA Oil & Gas, Inc.

Aurora has been acquired by Baytex Energy Corp. (Baytex, Ba3
Positive) in a transaction that closed in June 2014. Baytex has
also tendered for and repurchased substantially all of Aurora's
secured notes due 2017 and 2020. The remaining notes are not
guaranteed by Baytex and it will not be providing operating and
financial information going forward on Aurora.

This rating action concludes the rating review initiated on
February 7, 2014 on announcement of the acquisition.

Ratings Withdrawn:

Corporate Family Rating, B3

Senior Unsecured Debt, Rated Caa1, LGD4

Probability of Default, Rated B3-PD

Speculative Grade Liquidity, Rated SGL-2

Ratings Rationale

Moody's has withdrawn the rating because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the rating.

Aurora USA Oil & Gas, Inc. was an independent exploration and
production company headquartered in Houston, Texas. It was
acquired in June 2014 by Baytex Energy Corp.


BERNARD L. MADOFF: Judge Won't Junk Adversary Claims vs. Customers
------------------------------------------------------------------
Law360 reported that a New York federal judge declined to dismiss
adversary proceedings filed by the trustee liquidating disgraced
Ponzi schemer Bernie Madoff's investment group against customers
hoping to recoup their investment losses, sending the claims back
to bankruptcy court.  According to the report, U.S. District Judge
Jed S. Rakoff rejected arguments by various customers of Bernard
L. Madoff Investment Securities LLC that federal law required
trustee Irving Picard to grant them an advance to help ameliorate
their investment losses before he could attempt to recover
transfers.

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid about 58 percent of customer claims totaling
$17.3 billion.  The most recent distribution was in March 2013.

Mr. Picard has collected about $9.35 billion, not including an
additional $2.2 billion that was forfeit to the government and
likewise will go to customers.  Picard is holding almost
$4.4 billion he can't distribute on account of outstanding
appeals and disputes.  The largest holdback, almost $2.8 billion,
results from disputed claims.


BERNARD L. MADOFF: Judge Clarifies Law for Brokerage Distributions
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Jed Rakoff added to the lexicon
of decisions governing brokerage liquidations under the Securities
Investor Protection Act when he wrote an opinion giving detailed
reasons for a ruling he made in February 2013.

According to Mr. Rochelle, the decision was a victory for the
trustee for Bernard L. Madoff Investment Securities Inc. and a
defeat for customers espousing a theory to escape liability for
having taken more out of the Ponzi scheme than they invested.  The
opinion, Mr. Rochelle adds, affects every claim filed in a
brokerage liquidation where the trustee has claims against the
customer-creditor.

Judge Rakoff's decision was made in In re Bernard L. Madoff
Investment Securities LLC, 12-mc-00115, U.S. District Court,
Southern District of New York (Manhattan).

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid about 58 percent of customer claims totaling
$17.3 billion.  The most recent distribution was in March 2013.

Mr. Picard has collected about $9.35 billion, not including an
additional $2.2 billion that was forfeit to the government and
likewise will go to customers.  Picard is holding almost
$4.4 billion he can't distribute on account of outstanding
appeals and disputes.  The largest holdback, almost $2.8 billion,
results from disputed claims.


BOULDER BRANDS: Proposed Loan Amendment No Impact on S&P's Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' senior
secured issue-level rating on Boulder, Colo.-based Boulder Brands
Inc. remains unchanged after a proposed credit agreement amendment
that includes a $40 million increase in the revolving credit
facility commitment (to $120 million) and a $15 million increase
in the term loan B facility (to $290 million).  The recovery
rating on these credit facilities is '3', indicating S&P's
expectation of meaningful (50%-70%) recovery in the event of a
payment default.  S&P expects the company to use the incremental
term loan proceeds and revolving credit availability for general
corporate purposes, as well as to fund possible acquisitions.  The
'B+' corporate credit rating and stable outlook on Boulder Brands
are also unaffected.

The ratings on Boulder Brands reflect S&P's view of the company's
"aggressive" financial risk profile.  S&P expects the company to
use proceeds from the proposed $15 million additional term loan to
pay down an equal amount outstanding on the company's revolving
credit facility, and that it will not have an immediate impact on
Boulder Brands' leverage, which S&P expects to remain near 4x at
year-end 2014.

The ratings also reflect S&P's view of the company's business risk
profile as "weak".  Key credit factors in S&P's business risk
profile include its view of the company's narrow product focus,
customer and supplier concentration, and small size relative to
financially stronger and larger competitors, yet fair
profitability.  S&P's business risk assessment also considers that
the company benefits from its participation and market positioning
in the fast growing natural and gluten-free segments of the
packaged food industry.

RATINGS LIST

Boulder Brands Inc.
Corporate credit rating                  B+/Stable/--

GFA Brands Inc.

Senior secured
  $120 mil. revolver*                     B+
   Recovery rating                        3
  $290 mil. term loan B*                  B+
   Recovery rating                        3

* Includes additional amounts


BOWLING GREEN: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bowling Green Hospitality Group
           dba Sleep Inn
        185 Greenwood Lane
        Bowling Green, KY 42104

Case No.: 14-10742

Chapter 11 Petition Date: July 11, 2014

Court: United States Bankruptcy Court
       Western District of Kentucky (Bowling Green)

Judge: Hon. Joan A. Lloyd

Debtor's Counsel: Neil Charles Bordy, Esq.
                  SEILLER WATERMAN LLC
                  2200 Meidinger Tower
                  462 S 4th Street
                  Louisville, KY 40202
                  Tel: (502) 584-7400
                  Fax: (502) 583-2100
                  Email: bordy@derbycitylaw.com

Total Assets: $1.93 million

Total Liabilities: $3.76 million

The petition was signed by Jason Gedda, president.

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/kywb14-10742.pdf


BUCCANEER ENERGY: CIRI Seeks Relief From Bankruptcy Stay
--------------------------------------------------------
Elwood Brehmer, writing for Alaska Journal of Commerce, reported
that representatives for Buccaneer Energy, Cook Inlet Region Inc.
and the State of Alaska convened at the Alaska Oil and Gas
Conservation Commission office in Anchorage on July 7 for what
ended up being a very brief hearing in the fight over gas
Buccaneer is producing from its Kenai Loop field to which CIRI
says it has a right.

Accrding to the report, the hearing was the third meeting of the
parties before the AOGCC since early April.  The report noted that
the commission has encouraged the parties to negotiate a
settlement without commission intervention.  The Alaska Department
of Natural Resources, which oversees the Mental Health Trust
Authority and receives gas royalties through the Division of Oil
and Gas, has also been a part of negotiations that have been close
to reaching an agreement several times, involved parties have
said.

According to the report, CIRI Vice President of Land and Energy
Development Ethan Schutt said negotiations have not taken place in
recent weeks.

According to the report, CIRI claims:

     -- Buccaneer owes royalties for gas the company pulled
        from CIRI land that is adjacent to the Kenai Loop pad;

     -- the Alaska Mental Health Trust Authority owes it money
        for the royalties the authority has received from
        Buccaneer that stemmed from draining CIRI's gas.

     -- its subsurface rights is violated as gas is being
        pulled from beneath its property by the KL-1 and KL-3
        wells without a pooling agreement in place.

Mr. Schutt said during an April hearing that nearly 8 million
cubic feet of gas per day is being produced by the wells.

The Alaska Mental Heath Trust Authority owns the Kenai Loop
property that Buccaneer is leasing.

According to the report, AOGCC chair Cathy Foerster said the
commission would not rule on the conflict until a stay put in
place on Buccaneer and associated proceedings by the court while
the bankruptcy situation is sorted out is lifted.

The report noted that Buccaneer filed for bankruptcy a day before
it was to set up an escrow account at an Alaska bank to hold the
revenue from Kenai Loop gas sales until a resolution could be
reached per an earlier AOGCC order.  As of mid-June that account
had not been established as Buccaneer asked for clarifications to
details in the commission order.  On July 7, Mr. Schutt said he
did not know if the account had been set up.  Buccaneer has chosen
to remain quiet about its court matters and the commission said it
cannot comment on an ongoing case.

The report related that CIRI filed a motion for relief from the
automatic stay in the Texas bankruptcy court on July 1, stating
that Buccaneer's finances won't be resolved until the AOGCC case
is.  A hearing on CIRI's motion is set for Aug. 5, at noon Alaska
Daylight Time, at the federal courthouse in Houston, Texas.

                      About Buccaneer Energy

Buccaneer Resources, LLC, and eight affiliates, including
Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in
Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on
May 31, 2014.  Buccaneer listed assets of up to $50,000 and
liabilities between $50 million and $100 million in its petition.

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

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

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

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

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


C&K MARKET: Obtains Order Confirming Reorganization Plan
--------------------------------------------------------
C & K Market, Inc. on June 30 received a bankruptcy judge's
approval for its proposed plan to exit Chapter 11 protection.

Judge Frank Alley III of U.S. Bankruptcy Court in Oregon signed an
order confirming C&K Market's plan of reorganization, which is
based on new financing to pay off a $25 million loan owing to U.S.
Bank NA, the company's secured lender.

The restructuring plan offers common stock to unsecured creditors
with an estimated $60 million in claims.  Unsecured creditors
individually owed $10,000 or less will be paid 80% in cash.

Secured creditors that hold liens on real property will receive
seven-year notes at 6% interest.  Meanwhile, creditors secured
with liens on personal property are to be paid in full over four
years, with an interest rate of 6%.

C&K Market's shares will not be traded on any Securities and
Exchange Commission-regulated exchange and will not be registered.

C&K Market will have approximately 200 shareholders who are free
to sell stock to anyone as long as they give the company the right
of first refusal, according to an earlier statement from its
attorney, Al Kennedy of Portland law firm Tonkon Torp.

Earlier, Buckmaster Coffee, Co., the only creditor that objected
to confirmation of the plan, dropped its objection after C&K
Market added a new provision, stating that the plan does not
modify any right that a creditor may have to setoff or recoupment
under the Bankruptcy Code.

A full-text copy of Judge Alley's order is available for free at
http://is.gd/cXsFI3

                         New Initiatives

Karl Wissmann, C&K Market's president, said in a statement that
the company will be implementing several new programs.

This summer the company will launch a local farm-to-store produce
program at 11 Ray?s Food Place stores in Oregon.  Called Eat Fresh
Eat Local, the program will bring fresh produce from nearby family
farms to the stores.

As a complement to the Eat Fresh Eat Local program, customers can
also sign up for the Pick 5 CSA program, which offers customers
choices.  Under the program, customers who sign up for the program
can visit a participating store and pick five fruits and
vegetables from the company's Farmers Markets featuring locally
grown produce.

"We're responding to what our customers want," Mr. Wissmann said.
"That's the genesis of our Eat Fresh Eat Local initiative and our
emphasis on healthier grocery items."

Other initiatives that will be rolled out shortly include a
specialty candy program featuring nostalgic, sugar-free and
gourmet selections; a new natural pork program; additional hot
food items and salad bars; and an expanded wine selection in many
stores.

                       About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No.
13-64561).  The case is assigned to Judge Frank R. Alley, III.

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

The Debtor is represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.  Kurtzman Carson Consultants is the Debtor's
noticing agent.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.



C&K MARKET: Gets Court Approval to Enter Deal With GECC, Crystal
----------------------------------------------------------------
C & K Market, Inc. won court approval to enter into a letter
agreement with General Electric Capital Corp. and Crystal
Financial in connection with the exit financing it will receive
from both companies.

The two lenders have committed to extend loans to C & K Market
upon its emergence from bankruptcy protection to pay off a $25
million loan owing to U.S. Bank NA, and to provide working capital
for the reorganized company.

The order signed by Judge Frank Alley III of U.S. Bankruptcy Court
in Oregon authorizes C & K Market to perform its pre-closing
obligations under the letter agreement with GECC and Crystal
Financial.  These obligations include reimbursement of expenses
and providing indemnification to both lenders.

The court order also authorizes C & K Market to pay Crystal
Financial a fee of up to $437,500 in the event the company obtains
exit financing from another lender.

A copy of the letter agreement is available without charge at
http://is.gd/qYxYl8

                       About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No.
13-64561).  The case is assigned to Judge Frank R. Alley, III.

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

The Debtor is represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.  Kurtzman Carson Consultants is the Debtor's
noticing agent.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.


C&K MARKET: Gets Approval of Lease Buyout Deal With Bayshore Mall
-----------------------------------------------------------------
U.S. Bankruptcy Judge Frank Alley III approved C & K Market Inc.'s
leasehold buyout agreement with Bayshore Mall, L.P.

The companies entered into the agreement to resolve issues
concerning a 1993 contract, which allowed C & K Market to lease
space at Bayshore Mall, in Eureka, California.

C&K Market previously sought to assume the lease but Bayshore Mall
objected, arguing that the company could not cure defaults and
provide assurance that it could fulfill its obligations under the
lease.

To resolve the dispute, the companies executed the leasehold
buyout agreement, which calls for the sale by C&K Market to
Bayshore Mall of the lease for $50,000.

                       About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No.
13-64561).  The case is assigned to Judge Frank R. Alley, III.

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

The Debtor is represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.  Kurtzman Carson Consultants is the Debtor's
noticing agent.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.


CBL & ASSOCIATES: Fitch Affirms 'BB' Preferred Stock Rating
-----------------------------------------------------------
Fitch Ratings affirms the following credit ratings for CBL &
Associates Properties, Inc. (NYSE: CBL) and CBL & Associates
Limited Partnership:

CBL & Associates Properties, Inc.

-- Issuer Default Rating (IDR) at 'BBB-';
-- Preferred stock at 'BB'.

CBL & Associates Limited Partnership

-- IDR at 'BBB-';
-- Senior unsecured lines of credit at 'BBB-';
-- Senior unsecured term loans at 'BBB-';
-- Senior unsecured notes at 'BBB-'.

The Rating Outlook is Stable.

Key Rating Drivers

The ratings reflect CBL's large, well-diversified portfolio of
predominantly regional mall assets, appropriate leverage and
fixed-charge coverage for the rating, and adequate financial
flexibility supported by a growing pool of unencumbered assets and
improving access to unsecured debt capital.

These strengths are tempered by challenging growth prospects in
CBL's lower-productivity malls, elevated secured leverage, and
execution risk associated with the company's asset repositioning
strategy over the next several years.

'Only Game In Town' Strategy

The average CBL property is located 26 miles from its nearest
major competitor and 90% of mall net operating income (NOI) is
derived from market-dominant or only game in town malls. This
middle-market strategy creates NOI stability and provides barriers
to entry given the modest populations in these regions generally
do not support multiple regional malls or major retail centers.
The company's ongoing redevelopment strategy also enhances asset
quality and deters new competition from entering respective
markets.

Solid Diversity by Geography and Tenant

St. Louis is CBL's largest market at only 8.1% of 2013 revenues,
while the top five markets generated 20.7%. Limited Brands is the
company's largest tenant, having generated 3.3% of annualized
revenues at March 31, 2014 with the top 10 generating only 19.1%.
Further, more than 70% of revenues are generated from tenants that
individually contribute less than 1% of annual revenue. This
granularity insulates CBL's cash flows from regional economic
weakness and credit risk at the tenant level.

Underperformance Relative to Class A Peers

CBL's same-store NOI (SSNOI) growth underperformed its mall REIT
peers by 160 basis points (bps) on average over the past 10 years
(1% vs. 2.6%). Underperformance has been somewhat secular though,
as broader 'Class B' operators have underperformed 'Class A'
landlords by 260 bps during this span, highlighting the lower
growth prospects and recent operational challenges for lower-
productivity centers. Favorably though, CBL outperformed its 'B'
mall peers by 90 bps on average.

Tenant Replacement Strategy Augments Growth

Small-shop leasing spreads increased 11.8% during 2013, driven by
a 31.6% improvement on new leases and 5.9% on renewals. CBL's
tenant replacement strategy drove outsized growth on new leases,
replacing weaker-performing retailers on short-term, percentage-
heavy rents with tenants generating higher sales productivity.
Fitch views this strategy favorably despite the downtime that can
arise prior to new tenants occupying the space.
This dynamic partially weighed on 0.9% SSNOI growth in 2013, which
was below management's 1%-2% forecast. Fitch expects 1.5% SSNOI
growth in 2014, driven by the commencement of new leases signed in
2013 and contractual rent escalators.

Investment-Grade Credit Metrics

CBL's leverage was 6.7x at March 31, 2014, flat from 6.7x at both
Dec. 31, 2013 and 2012. Fitch expects that leverage will trend
toward 6.3x by 2016, driven by low single-digit SSNOI growth and
asset sales, including over-levered assets that are likely to be
conveyed to lenders.

Fixed-charge coverage was 2.2x for the trailing 12 months (TTM)
ended March 31, 2014 and is expected to remain around this level
over the next 12-24 months. Fitch defines fixed-charge coverage as
recurring operating EBITDA, less recurring capital expenditures
and straight-line rent adjustments, divided by total interest
incurred and preferred dividends. Projected credit metrics are
appropriate for the 'BBB-' rating.

Evolving Access to Unsecured Debt Capital

CBL raised $450 million via its inaugural unsecured bond offering
in November 2013 and Fitch expects the company will access the
bond market annually to repay secured debt. The secured debt/total
debt ratio declined to 73.3% at March 31, 2014 from 76.4% and
84.5% at Dec. 31, 2013 and Dec. 31, 2012, respectively. Fitch
expects the ratio will decline to below 50% by year-end 2016 as
the company continues to unencumber its real estate portfolio,
improving financial flexibility.

Enhanced Unencumbered Asset Pool

CBL will unencumber two Tier I malls during 2014 with average
sales/square foot of $479 (compared to $306 in the unencumbered
pool at Dec. 31, 2013), furthering the company's strategy to grow
and improve asset quality in the unencumbered pool. Fitch expects
CBL to add an additional 18 assets with gross book value of $1.75
billion to the pool by 2016, improving granularity. Unencumbered
assets (calculated using a stressed 9% cap rate on TTM
unencumbered NOI) covered net unsecured debt by 1.9x at March 31,
2014 which is adequate for the rating. Fitch expects that coverage
will remain stable through 2015.

Secured Maturities Weigh On Liquidity

CBL's base case liquidity ratio of 1.2x through 2015 is adequate
for the rating but constrained by more than $700 million of 2015
pro rata mortgage maturities. If the company refinances 80% of its
secured debt maturities, the ratio improves to 3.1x, which is
strong for the rating. Fitch notes that this scenario is less
likely as the company plans to unencumber wholly-owned properties.
Fitch defines liquidity coverage as sources of liquidity divided
by uses of liquidity. Sources of liquidity include unrestricted
cash, availability under unsecured revolving credit facilities,
and projected retained cash flow from operating activities after
dividends. Uses of liquidity include pro-rata debt maturities,
expected recurring capital expenditures, and remaining development
costs.

Elevated Line of Credit Usage

CBL's lines of credit have been 56% drawn on average since 2004
compared to 25% for the broader REIT sector, and was 29% drawn as
of March 31, 2014. Fitch does not expect the elevated balance to
impact credit quality in the near term given an accommodating
capital markets environment. That being said, a higher tolerance
for line of credit borrowings indicates somewhat aggressive
financial policies and liquidity risk would be materially
amplified in a less hospitable debt financing market similar to
late 2008-2009.

Asset Sales Face Some Execution Risk

CBL's asset repositioning strategy targets 21 mature, lower-growth
assets with an estimated portfolio value of $1 billion-$1.25
billion, representing approximately 15% of total NOI. Peers
including Glimcher Realty Trust have announced similar plans to
divest lower-productivity centers that will compete with the
assets listed by CBL, which presents some execution risk. Despite
this potential headwind, demand for 'B' malls has been steady and
Fitch expects that an accommodating secured financing environment
will be conducive to transaction volume in the near term.

Rating Sensitivities

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

-- Fitch's expectation of leverage sustaining below 6.0x
    (leverage at March 31, 2014 was 6.7x);

-- Fitch's expectation of fixed-charge coverage sustaining above
    2.5x (coverage for the TTM ended March 31, 2014 was 2.2x);

The following factors may have a negative impact on the company's
ratings and/or Outlook:

-- Fitch's expectation of leverage sustaining above 7.0x;

-- Fitch's expectation of fixed-charge coverage sustaining below
    1.8x;

-- Reduced financial flexibility stemming from sustained high
    secured leverage and/or significant utilization under lines of
    credit;

-- Failure to maintain unencumbered asset coverage of unsecured
    debt (based on a stressed 9% cap rate) around 2.0x;

-- Failure to execute the asset repositioning strategy as a
    result of weaker liquidity in lower-tier properties.


CHARLES STREET: Sells Property to Reduce Debt
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Charles Street African Methodist Episcopal Church
of Boston got approval from the bankruptcy court to sell a
community center and parking lot for $2 million to nonprofit
Action for Boston Community Development Inc.

According to the report, selling some church assets became
necessary because the bankruptcy judge in Boston ruled in October,
after confirmation hearings held over several months, that he
couldn't approve the reorganization plan, partly because the
church hadn't shown sufficient income and contributions to service
debt.

                       About Charles Street

Charles Street African Methodist Episcopal Church --
http://www.csrrc.org/-- is located in Roxbury, Massachusetts.
The Church is to advocate for the needs of community residents and
to strengthen individuals, families, and the community by
providing social, educational, economic, and cultural services.

The Church filed for Chapter 11 protection (Bankr. D. Mass. Case
No. 12-12292) on March 20, 2012, to prevent its lenders, OneUnited
Bank, from foreclosing on a $1.1 million loan and auctioning off
the church.

The Debtor estimated both assets and debts of between $1 million
and $10 million.

The church is being represented by the Boston firm Ropes &
Gray LLP, which is working free of charge.


CNG HOLDINGS: S&P Lowers Issuer Credit Rating to 'B-'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term issuer
credit rating on CNG Holdings Inc. (CNG) to 'B-' from 'B'. The
outlook is stable.  At the same time, S&P lowered its issue-level
rating on the company's $400 million senior secured notes to 'B-'
from 'B'.

"The downgrade reflects CNG's weaker-than-expected operating
performance, which is largely the result of ongoing regulatory
challenges," said Standard & Poor's credit analyst Igor Koyfman.

Additionally, management recently announced plans to close over
300 Cheque Centre and Cash Generator stores in the U.K. and
estimates that it will record a restructuring cash charge of
approximately $26.2 million.  In S&P's view, the announced
closures underscore the high regulatory risk inherent in the
business.  New regulations in the U.K. have resulted in an
earnings drag for CNG because of increased loan loss provisions,
lower loan volume, and higher compliance costs.  In April 2014,
the Financial Conduct Authority (FCA) took over regulatory
responsibilities of the consumer credit industry, including payday
lending, from the Office of Fair Trade (OFT).  The new rules that
the FCA implemented involve affordability assessments, limitations
on the number of roll-overs (extending a loan term for a fee), and
various collection limitations.

S&P's ratings on CNG are based on the company's exposure to
legislative and regulatory risk, reliance on third parties to fund
loans in Texas and Ohio, product concentration in high-cost
consumer retail lending, concentrated ownership, and negative
tangible equity.  The firm's operational advantages relative to
its smaller competitors and its moderate funding and liquidity
risk offset these weaknesses.

"The outlook is stable, reflecting our view that CNG's earnings
will remain volatile over the next 12 months but that credit
measures will still be in line with a 'B-' rating," said Mr.
Koyfman.

S&P could lower the rating if the firm's leverage, which it
measures according to debt to adjusted EBITDA, rises above 6.5x on
a sustained basis because of decreased cash flow, increased debt,
or material adverse legal and regulatory actions.  S&P could also
lower the rating if EBITDA to interest expense declines below
1.5x.

S&P believes it is less likely that we will raise the rating in
the next 12 months even if leverage improves beyond its
expectation during that period, considering that the products the
company offers are highly vulnerable to regulatory and legislative
risk.  The company is also undergoing a major transition in U.S.
as it is aggressively expanding its choice and installment loan
products, which S&P believes will require additional capital.
Still, S&P could raise the rating over the longer term if leverage
is maintained well below 4.0x, and if it believes that potential
new regulations in U.S. -- stemming primarily from the CFPB --
will pose minimal risk to the franchise.


COBALT INT'L: S&P Assigns Unsolicited 'CCC+' CCR; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
unsolicited 'CCC+' corporate credit rating to Cobalt International
Energy Inc.  The outlook is stable.

S&P also assigned its unsolicited 'CCC-' issue-level and
unsolicited '6' recovery ratings to the company's $1.3 billion of
3.125% unsecured convertible senior notes due 2024 and $1.38
billion of 2.635% unsecured convertible senior notes due 2019.
The '6' recovery rating indicates S&P's expectation for negligible
recovery (0% to 10%) for the noteholders in the event of a payment
default.

"The stable rating outlook reflects our expectation that cash
presently on hand will be sufficient to cover expected substantial
cash outflow over the next one and a half to two years," said
Standard & Poor's credit analyst Scott Sprinzen.

If cash outflow caused CIE's liquidity sources (including its cash
position and any newly established, external committed sources of
liquidity) to be drawn down to a level that was less than two to
three quarters' expected capital spending and other cash costs,
the rating would likely be lowered.

S&P currently views an upgrade as highly unlikely within the one-
year time period addressed by the outlook, given that the company
is not expected to have any production until 2016 and that, in the
meantime, substantially negative free cash flow will persist.


COLDWATER CREEK: Reno Outlet Continues Wind-Down
------------------------------------------------
Tyler Hersko of UNR Reynolds School of Journalism, in an article
for Reno Gazette-Journal, reported that Coldwater Creek's Reno
store is continuing to wind down its business following the
company's Chapter 11 bankruptcy filing.  The Coldwater Creek
location at The Summit will continue to operate for an
indeterminate period of time and sell off fixtures and furniture
as well as regular merchandise at a discount.

                     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.


COLDWATER CREEK: Rips Committee's Bid to End Exclusivity
--------------------------------------------------------
Law360 reported that bankrupt clothier Coldwater Creek Inc.
blasted a bid by unsecured creditors to terminate the exclusivity
period and submit a competing Chapter 11 plan, claiming it would
result in to unnecessary costs and confusion.  According to the
report, citing an objection filed in Delaware bankruptcy court,
Coldwater Creek contends the motion should be rejected because the
official committee of unsecured creditors has no grounds for
ending the statutory exclusivity period and seeks only to file a
"nearly identical plan" that removes aspects of the debtors'
Chapter 11 plan which it opposes.

                     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.


COMMUNITY ACTION: Files for Chapter 11 in Lincoln, Nebraska
-----------------------------------------------------------
Community Action Partnership of Western Nebraska, Inc., fdba
Panhandle Community Services, based in Gering, Nebraska, filed for
Chapter 11 bankruptcy (Bankr. D. Neb. Case No. 14-41212) on July
8, 2014, in Lincoln.  David Grant Hicks, Esq., at Pollak, Hicks, &
Alhejaj, P.C., serves as the Debtor's counsel.  In its petition,
CAPWN estimated $1 million to $10 million in both assets and
liabilities.  The petition was signed by Margo Hartman, interim
executive director.

Mary Coleman, writing for KotaNow.com, reported that interim
Executive Director Margo Hartman said financial setbacks due to
sequestration, self-funded insurance programs, and financial
reporting issues have left the organization in an unfavorable
position.

"After a lot of considerations and recommendations from our
attorneys, we felt that this was the best way for us to move
forward to get our house in order so to speak to get on a
financial stability, stable groundwork and move forward. And be
able to keep providing the services in the communities for those
families that need them," said Ms. Hartman.

According to KotaNow.com, Ms. Hartman said CAPWN is not going out
of business.

Bart Schaneman, assistant editor of Star Herald, reported that Ms.
Hartman said, "Our intent is to get this into a stable spot and
keep providing services."

Star Herald said CAPWN is not a government agency, although much
of its funding comes from government sources.  It is a non-profit,
community-based organization that provides more than 45 different
programs, including Head Start, a medical clinic and a youth
shelter. Funding for the organization comes from fees, grants and
fundraising.

According to Star Herald, Ms. Hartman said the bankruptcy filing
would have no immediate effect on employees or services, but
managers will be looking into eliminating programs that aren't
financially viable.  She said they plan to determine which
programs can fund themselves and, if they can't, what options they
have. The decision comes after consideration and review by CAPWN's
Board of Directors and the executive and senior staff.

Star Herald also reported that Tim Nolting, CAPWN president of the
board, said the impetus for the filing goes back several years.
According to Ms. Hartman and Mr. Nolting, the financial setbacks
are due to the federal budget policy known as sequestration, high
claims for its self-funded insurance program and financial
reporting issues that left the organization with no other options.
Mr. Nolting said a "cash crunch" and borrowing to fill the hole
caused the organization's debt to languish.  Filing Chapter 11
allows it to focus on cash-in, cash-out financial transactions.

Ms. Hartman, according to Star Herald, said they are working out a
plan to eventually set aside a significant amount of money,
something like $75,000 to $100,000, so they have a financial
cushion "for the low parts."

"We're not anticipating mass layoffs," she said.


CONTOURGLOBAL POWER: S&P Affirms 'BB-' Rating on $400MM Sr. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' rating on
ContourGlobal Power Holdings S.A.'s (CGPH) $400 million senior
secured notes due in 2019.  The recovery rating on the notes
remains at '2', indicating S&P's expectation of substantial (70%
to 90%) recovery in the event of a payment default.  The CCR on
CGPH's parent, ContourGlobal L.P. (CG; a developer of electric
power generation and co-generation assets), is affirmed at 'B+'.
Finally, Standard & Poor's has affirmed its 'B+' corporate credit
rating on CGPH, a 100% owned subsidiary of CG that benefits from a
guarantee from both CG and its project-owning subsidiaries.  The
outlook is stable.

"The affirmation follows recent statements by the Bulgarian State
Energy and Water Regulatory Commission suggesting a negotiation of
the power purchase agreement between the National Electric Company
and the Maritsa Iztok 3 (Maritsa) plant," said Standard & Poor's
credit analyst Ben Macdonald.  "We believe the most likely
scenario is no or minimal changes to the power purchase agreement,
as the commission does not regulate the power plant nor is CG
under any obligation to renegotiate," Mr. Macdonald added.

The 908 megawatt (MW) Maritsa Iztok 3 plant in Bulgaria is 73%
owned by ContourGlobal, with the offtaker, the National Electric
Company (NEK) owning the other 27%.  S&P projects that Maritsa
will account for about 25% of the distributions to parent
ContourGlobal L.P. through the next five years under existing
contractual terms.  The Maritsa plant revenues and availability
are driven with a passthrough of variable costs.


CONGRESS MATERIALS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Congress Materials, LLC
        2100 N. St. Highway 360, Suite 1801
        Grand Prairie, TX 75050

Case No.: 14-42830

Chapter 11 Petition Date: July 13, 2014

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

Judge: Hon. Russell F. Nelms

Debtor's Counsel: Gregory Wayne Mitchell, Esq.
                  THE MITCHELL LAW FIRM, L.P.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: 972-463-8417
                  Fax: 972-432-7540
                  Email: greg@mitchellps.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kyle Tauch, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb14-42830.pdf


CONSECO LIFE: A.M. Best Raises Finc'l Strength Rating From 'B-'
---------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to A
(Excellent) from B- (Fair) and the issuer credit rating to "a"
from "bb-" of Conseco Life Insurance Company (CLIC) (Carmel, IN).
The ratings have been removed from under review with positive
implications and assigned a stable outlook.

The removal of the under review status reflects the completion of
Wilton Reassurance Company's acquisition of CLIC from CNO
Financial Group, Inc.  Wilton Re Holdings Limited (Wilton Re)
(Hamilton, Bermuda) is the ultimate parent of Wilton Reassurance
Company.

During the first quarter of 2014, the ratings of CLIC were placed
under review with positive implications, following the
announcement of Wilton Re's intention to acquire the company.  On
July 1, 2014, Wilton Re announced the completion of the
acquisition.

The rating upgrades reflect the financial strength and ability of
Wilton Re to support CLIC, if necessary.  The transaction adds
further scale to Wilton Re's liability profile while maintaining
its focus on mortality risk and is in line with Wilton Re's core
administrative reinsurance capabilities.

Factors that may lead to positive rating actions include continued
successful execution and integration of Wilton Re's profitable
mortality reinsurance deals, which would enhance the scale and
business profile of the new parent while maintaining solid risk-
adjusted capitalization levels.  Factors that may lead to negative
rating actions include a material decline in CLIC's capital,
weakening of profitability or a change in its strategic importance
to Wilton Re.


CRUMBS BAKE SHOP: Seeks to Complete Chapter 11 Sale in 60 Days
--------------------------------------------------------------
Crumbs Bake Shop Inc. filed for Chapter 11 bankruptcy (Bankr. D.
N.J. Case No. 14-24287) in Newark, New Jersey, on July 11, 2014,
listing assets and debts of as much as $50 million.

Crumbs operated a chain of cupcake stores.  In April, it had about
65 locations in 12 states and the District of Columbia.  The
Debtor shut all of its stores on July 7, 2014.

Bloomberg News reported that Marcus Lemonis LLC and Fischer
Enterprises LLC have formed a joint venture to provide financing,
and ultimately acquire Crumbs' assets and create a new, privately
held company that will reopen Crumbs stores.  Marcus Lemonis is a
CNBC host and Fischer owns Dippin' Dots.

The Lemonis and Fischer offer will serve as stalking-horse bid in
a bankruptcy auction.  Crumbs said it hopes to complete the sale
in 60 days, according to Bloomberg News' Phil Milford and Dawn
McCarty.

Last week, Tom DiChristopher, writing for The Real Deal, reported
that workers weren't the only ones shocked when Crumbs decided to
shut down all of its locations.  Experts in commercial real
estate, the report said, also called it a curious move.

"It's a little surprising that a company with retail outlets in 10
cities would announce a shutdown without first filing for
bankruptcy," said Gregory Schwed, a bankruptcy specialist at law
firm Loeb & Loeb, according to the Real Deal report.

According to Real Deal, Mr. Schwed said a company will start
bankruptcy proceedings before taking such drastic measures because
the process provides an orderly framework.  A bankruptcy filing
also prevents other potentially adverse judicial proceedings from
taking place because automatic stays, which halt actions by
creditors, kick in.

According to the report, Jay Neveloff, a real estate lawyer at
Kramer Levin, said if Crumbs files for Chapter 11 bankruptcy
protection, the retailer would have a period of time to continue
or cancel leases it currently holds.  For any lease that Crumbs
wants to keep, it must continue to pay the full rent until it
repudiates the lease.  In that case, landlords will likely ask the
judge to compel Crumbs to make a decision so they can make plans
for the space, Mr. Neveloff said.  Crumbs can ask the judge for
more time to make a decision, however.

According to Real Deal, a Crain's report said landlords could find
it difficult to lease the spaces, in part because their small size
and lack of ventilation limit their use for food service.
Chocolatier Max Brenner and other small food companies, such as
cafes, have expressed interest in Crumbs? New York City
properties, the Commercial Observer reported.

As reported by the Troubled Company Reporter on April 11, 2014,
Rothstein Kass expressed substantial doubt about Crumbs' ability
to continue as a going concern, citing that the Company has
incurred negative cash flow from operations and significant
operating losses for the years ended December 31, 2013 and 2012.

The Company reported a net loss of $15.26 million on $47.2 million
of net revenues in 2013, compared with a net loss of $7.7 million
on $43.03 million of net revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $20 million
in total assets, $19 million in total liabilities, and
stockholders' equity of $1 million.

In June 2014, Crumbs said in a regulatory filing that Nasdaq was
delisting its stock.  The move was expected to trigger a default
on $9.3 million in secured notes and $5.1 million in unsecured
notes, Crumbs said.


CRUMBS BAKE SHOP: Nasdaq to Delist Stock Effective July 21
----------------------------------------------------------
The Nasdaq Stock Market, Inc., has determined to remove from
listing the common stock of Crumbs Bake Shop, Inc., effective at
the opening of the trading session on July 21, 2014.  Based on
review of information provided by the Company, Nasdaq Staff
determined that the Company no longer qualified for listing on the
Exchange pursuant to Listing Rule 5550(b).

The Company was notified of the Staffs determination on June 20,
2014.  The Company did not appeal the Staff determination to the
Hearings Panel, and the Staff determination to delist the Company
became final on July 1.


CRUMBS BAKE SHOP: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                         Case No.
      ------                                         --------
      Crumbs Hoboken, LLC                            14-24285

      Crumbs Bake Shop, Inc.                         14-24287
         aka 57th Street General Acquisition Corp.
      110 West 40th Street, Suite 2100
      New York, NY 10018

      Crumbs Holdings LLC                            14-24288

      Crumbs 42nd Street II, LLC                     14-24289

      Crumbs Broad Street, LLC                       14-24290

      Crumbs Broadway LLC                            14-24291

      Crumbs Federal Street, LLC                     14-24292

      Crumbs Garment Center LLC                      14-24293

      Crumbs Grand Central LLC                       14-24294

      Crumbs Greenvale LLC                           14-24295

      Crumbs Greenwich, LLC                          14-24296

      Crumbs II, LLC                                 14-24297

      Crumbs Larchmont, LLC                          14-24298

      Crumbs Lexington, LLC                          14-24299

      Crumbs Park Avenue LLC                         14-24300

      Crumbs Retail Bake Shops, LLC                  14-24301

      Crumbs Stamford, LLC                           14-24303

      Crumbs Third Avenue, LLC                       14-24305

      Crumbs Times Square LLC                        14-24306

      Crumbs Union Square LLC                        14-24307

      Crumbs Union Station LLC                       14-24309

      Crumbs West Madison, LLC                       14-24310

      Crumbs Woodbury LLC                            14-24311

Type of Business: Cupcake Specialty Retailers

Chapter 11 Petition Date: July 11, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Hon. Michael B. Kaplan

Debtors' Counsel: David M. Bass, Esq.
                  COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
                  Court Plaza North
                  25 Main Street
                  Hackensack, NJ 07601
                  Tel: 201-489-3000
                  Fax: 201-678-6359
                  Email: dbass@coleschotz.com

                    - and -

                  Michael D. Sirota, Esq.
                  COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
                  25 Main St.
                  Hackensack, NJ 07601
                  Tel: (201) 489-3000
                  Email: msirota@coleschotz.com

                    - and -

                  Felice R. Yudkin, Esq.
                  COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
                  25 Main Street
                  Hackensack, NJ 07602
                  Tel: (201) 489-3000
                  Email: fyudkin@coleschotz.com

Debtors' Claims   PRIME CLERK LLC
and Noticing
Agent:

Crumbs Bake Shop's Estimated Assets: $10 million to $50 million

Crumbs Bake Shop's Estimated Debts: $10 million to $50 million

The petitions were signed by John D. Ireland, chief financial
officer.

List of Crumb Bake Shop's 18 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
IA Clarington Global Tactical        Senior Conv.     $1,838,644
Income                               Notes

Fund, RBC Dexia Investor Servs
Attn: Carol Lee. Royal Bank
Plaza 200 Bay St., South Tower-SL
Level Ontario Canada M5J2J5

Kitchener Investment Corp.           Senior Conv.      $1,502,979
CIBC Wood Gundy, Cert. Sec. Dept.    Notes
161 Bay St. 10th Fl, Attn:
Abid Patel, Toronto, Ontario
Canada M5J2S8

Cannell Capital LLC                  Senior Conv.      $1,001,986
(Tristan Partners)                   Notes
One Capital Place
3rd Floor; Attn: J. Carlo Cannell
GT Grand Cayman,
KY1-1103, KY

Front Street Canadian Hedge Fund     Senior Conv.        $926,837
NBCN Inc. in Trust for Front St.     Notes
Capital, Attn: Diane Gosse
130 King St. West, Ste 3000,
Toronto, Ontario Canada M5X1J9

Aston Hill Growth & Income Fund      Senior Conv.        $651,290
155 Wellington Street West,          Notes
2nd Floor
Attn: Cage Carol Lee
Toronto, Ontario
Canada M5V3L3

Front Street Tactical Equity Class   Senior Conv.        $631,251
NBCN Inc. In Trust for Front St.     Notes
Capital, Attn: Diane Gosse
130 King St. West, Ste 3000, Toronto,
Ontario Canada M5X1J9

Marcandy Investments Inc.            Senior Conv.        $500,993
130 King Street West Suite 2210      Notes
Toronto, ON M5X 1A9

York Plains Investment Corp.         Senior Conv.        $500,993
CIBC Wood Gundy, Cert. Sec. Dept.    Notes
161 Bay St. 10th Fl.
Attn: Abid Patel
Toronto, Ontario
Canada M5J2S8

Cannell Capital LLC                  Senior Conv.        $400,794
(Tristan Offshore Fund)              Notes
One Capital Place, 3rd Floor
Attn: J. Carlo Cannell
GT Grand Cayman,
KY1-1103, KY

Aston Hill Capital Growth Fund       Senior Conv.        $325,645
155 Wellington Street West,          Notes
2nd Floor
Attn: Cage Carol Lee
Toronto, Ontario
Canada M5V3L3

Front Street Global              Senior Conv.           $245,486
Opportunities                    Notes

Delrina Consolidated LTD.        Senior Conv.           $200,397
                                 Notes

Rhoda Vyner, FBO                 Senior Conv.           $200,397
                                 Notes

Front Street Growth & Income     Senior Conv.           $200,397
Class                            Notes

Redwood Income Strategies Class  Senior Conv.           $160,317
                                 Notes

Aston Hill Opportunities Fund    Senior Conv.            $30,059
                                 Notes

The Retail Property Trust        Lease Obligation        $27,287

Rockaway Center Associates       Lease Obligation        $22,812


D.A.B. GROUP: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: D.A.B. Group LLC
        85 West Hawthorne Avenue
        Valley Stream, NY 11580-6107

Case No.: 14-12057

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: July 14, 2014

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

Judge: Hon. Shelley C. Chapman

Debtor's Counsel: Ted J. Donovan, Esq.
                  Kevin J. Nash, Esq.
                  GOLDBERG, WEPRIN, FINKEL, GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212)-221-5700
                  Fax: 212-422-6836
                  Email: TDonovan@GWFGlaw.com
                         KNash@GWFGlaw.com

Total Assets: $37.5 million

Total Liabilities: $18.8 million

The petition was signed by Zvi Benjamin Zhavian, manager.

List of Debtor's 12 Largest Unsecured Creditors:

   Entity                           Nature of Claim   Claim Amount
   ------                           ---------------   ------------
Flintlock Construction Services                       $1,512,330
585 North Barry Avenue
Mamaroneck, NY 10543

JJ K Mechanical, Inc.                                 $1,230,000
251-25 Hand Road
Little Neck, NY 11362

Edward Mills & Associates,                              $413,488
Architects PC
401 Broadway, Suite 501
New York, NY 10013

FJF Electrical Co., Inc.             Alleged            $225,000
4242 Merrick Road                    Violations
Massapequa, NY 11758

Favata & Wallace LLP                                    $125,000

Rotavele Elevator, Inc.                                  $98,900

Citywide Construction Works, Inc.    Alleged             $92,500
                                     Violations

SMK Assocates, Inc.                                      $79,000

Casino Development Group, Inc.                           $40,000

Empire Transit Mix, Inc.                                 $34,158

Marjam Supply Co., Inc.                                  $21,114

Berotti, Robins, & Guskin, LLP                           $15,000


D.A.B. GROUP: Section 341(a) Meeting Scheduled for Aug. 19
----------------------------------------------------------
A meeting of creditors in the bankruptcy case of D.A.B. Group LLC
will be held on Aug. 19, 2014, at 2:30 p.m. at 80 Broad St., 4th
Floor, USTM.

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

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

D.A.B. Group LLC filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 14-12057) on July 14, 2014.  The petition was
signed by Zvi Benjamin Zhavian as manager.  Goldberg, Weprin,
Finkel, Goldstein LLP acts as the Debtor's counsel.  The Debtor
disclosed total assets of $37.5 million and total liabilities of
$18.8 million.  The case is assigned to Judge Shelley C. Chapman.


DAMBOLD & WILSON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Dambold & Wilson Pipeline Construction, Inc.
        2286 North Cardinal Road
        Azle, Tx 76020

Case No.: 14-42814

Nature of Business: Construction Company

Chapter 11 Petition Date: July 11, 2014

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

Judge: Hon. Michael Lynn

Debtor's Counsel: Keith William Harvey, Esq.
                  THE HARVEY LAW FIRM, P.C.
                  6510 Abrams Road, Suite 280
                  Dallas, TX 75231
                  Tel: (972) 243-3960
                  Fax: (214) 241-3970
                  Email: harvey@keithharveylaw.com

Total Assets: $4.80 million

Total Liabilities: $5.85 million

The petition was signed by Joyce Diane Wilson, director.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb14-42814.pdf


DETROIT, MI: Demands Info On $1.4B Pension Finance Deal
-------------------------------------------------------
Law360 reported that Detroit's bankruptcy lawyers demanded
documents surrounding the $1.4 billion borrowing deal from 2005
meant to solve the city's unfunded pension obligations that has
been widely blamed for the city's financial woes and descent into
Chapter 9.  According to the report, the attorneys served
subpoenas to Sean Werdlow, the former finance chief to Kwame
Kilpatrick, the Detroit mayor who oversaw the deal, and Roger
Short, another top finance officer in Kilpatrick's administration.
The subpoenas seek documents related to the transaction, including
any communications with Kilpatrick, who is currently serving a
lengthy prison sentence following a conviction on corruption
charges in the fall, the Law360 report related.

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT WEST: S&P Lowers Rating on $5.9MM Revenue Bonds to 'CCC'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'CCC' from 'BB-' on Detroit West Preparatory Academy (DWPA),
Mich.'s $5.9 million series 2013 public school academy revenue
bonds, and placed the rating on CreditWatch with negative
implications.

"The downgrade reflects the non-renewal of the charter by the
school's authorizer, Central Michigan University, and the school's
failure to notify Standard & Poor's of the nonrenewal in a timely
fashion and school management's lack of responsiveness to Standard
& Poor's requests for current financial and other operating
information sufficient to assess the credit quality of the bonds,"
said Standard & Poor's credit analyst Karl Propst.

According to the series 2013 bond documents, the nonrenewal of the
charter constitutes an event of default, which could lead to
acceleration of the entire bond proceeds.  In S&P's opinion, DWPA
does not have sufficient liquidity to repay the bond proceeds in
the event of acceleration.

The CreditWatch negative placement reflects S&P's view that it
could lower the rating on DWPA's debt within 90 days of this
release, pending the receipt of additional operating and financial
data and pending bondholder actions.


DEWEY & LEBOEUF: Fairness Hearing in Workers' Suit Set for Aug. 14
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in the liquidation of law firm Dewey & LeBoeuf LLP, a
group of fired workers initiated a class lawsuit alleging so-
called Warn Act claims for mass firings without required notice
under state and federal law.

According to the report, the firer workers and their lawyers are
one step closer to getting paid as U.S. Bankruptcy Judge Martin
Glenn has preliminarily approved the settlement, worth $3 million
for the 425 fired workers and $1.5 million for their lawyers.  The
judge also approved a method for giving notices to class members.

Judge Glenn will conduct a so-called fairness hearing to approve
the $4.5 million settlement on a final basis on Aug. 14, the
report related.

                      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.


DEWEY & LEBOEUF: Former Execs Seek Dismissal of Criminal Case
-------------------------------------------------------------
Matthew Goldstein, writing for The New York Times' DealBook,
reported that three former top executives at Dewey & LeBoeuf,
charged by New York prosecutors with breaking the law in a failed
bid to keep the struggling law firm afloat, filed a joint motion
contending they always intended to pay back the firm's lenders and
bond investors.

According to the DealBook, the three defendants -- Steven Davis,
Dewey's former chairman; Stephen DiCarmine, the firm's former
executive director; and Joel Sanders, the former chief financial
officer -- said the criminal charges against them should be
dismissed because they lacked the intent to deprive the law firm's
creditors of their money.  The defendants also said that they did
not understand "complex, arcane and nuanced accounting rules," the
DealBook related.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that District Attorney Cyrus Vance Jr., in Manhattan,
agree that a lawsuit by Dewey's liquidating trustee against the
executives should be halted pending completion of related criminal
prosecutions, arguing that there is "material overlap" between the
trustee's lawsuit and the prosecution.  Mr. Vance intervened in
Dewey's bankruptcy, supporting the request of former executive
director Stephen DiCarmine and ex-finance chief Joel Sanders to
halt the trustee's suit during the criminal case, saying resolving
the criminal case may eliminate much of the bankruptcy court's
work because it may increase the possibility of a settlement in
the trustee's action because criminal cases require a higher
standard of proof.

The New York lawsuit is Jacobs v. DiCarmine, 13-ap-01765, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).

                      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 DOMAIN: Can Access DIP Financing Until Sept. 5
------------------------------------------------------
U.S. Bankruptcy Judge Brendan Shannon approved the 15th amendment
to the final order authorizing DDMG Estate, formerly known as
Digital Domain Media Group Inc., and its affiliated debtors to
obtain postpetition financing and use cash collateral.

The amendment authorizes DDMG to access financing and cash until
September 5 pursuant to a budget.  A full-text copy of the
approved budget is available for free at http://is.gd/ymxRXT

                    About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.  The Company disclosed assets of $205 million and
liabilities totaling $214 million.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs. As
the result of a settlement negotiated by the unsecured creditors'
committee with secured lenders, there will be some recovery for
the committee's constituency.


DOMUM LOCIS: Case Summary & 6 Unsecured Creditors
-------------------------------------------------
Debtor: Domum Locis LLC
        800 South Pacific Coast Hwy, Suite 225
        Redondo Beach, CA 90277

Case No.: 14-23301

Chapter 11 Petition Date: July 11, 2014

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

Judge: Hon. Robert N. Kwan

Debtor's Counsel: Howard S Levine, Esq.
                  CYPRESS, LLP
                  11111 Santa Monica Blvd Ste 500
                  Los Angeles, CA 90025
                  Tel: 424-901-0146
                  Fax: 424-750-5100
                  Email: howard@cypressllp.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Michael J. Kilroy, managing member.

List of Debtor's six Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Gregory L. Delgado                   Loan              $344,073
11 Lariat Lane
Rolling Hills Estate
CA 90274

Benjamin Larkin                      Trade Debt         $65,000

Brigante, Cameron, Watters &         Trade Debt          $4,600
Stroing, LLP

Raymundo Garcia                      Trade Debt          $3,500

Bonita S. Mosher, Esq.               Trade Debt          $1,512

Tammy Stocker                        Trade Debt          $1,000


FAIRMONT GENERAL: Says Chapter 11 Plan Coming this Month
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fairmont General Hospital Inc. expects the sale of
the 207-bed acute-care facility in Fairmont, West Virginia, will
be completed in August, and said in a court filing that it expects
to file a Chapter 11 plan by the end of July.  According to Mr.
Rochelle, the statement was in Fairmont's motion seeking expansion
of its exclusive right to propose a Chapter 11 plan by one month
to July 29.

            About Fairmont General Hospital Inc.

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

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

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

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

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

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


FIRSTPLUS FINANCIAL: Atty, Lucchese Pals Convicted of Fraud
-----------------------------------------------------------
Law360 reported that four men, including reputed Lucchese crime
syndicate affiliates and a Texas attorney, were convicted of more
than 20 racketeering and fraud charges after a New Jersey federal
jury agreed they engineered the extortionate takeover of a
mortgage lender and plundered $12 million, forcing its bankruptcy.

According to the report, Nicodemo "Nicky" Scarfo and Salvatore
Pelullo were convicted of 25 counts including various racketeering
charges, securities fraud, wire fraud, mail fraud, bank fraud,
extortion, money laundering and obstruction of justice.  The
convictions stem from the extortionate takeover of FirstPlus
Financial Group Inc., a defunct Texas mortgage lender forced into
bankruptcy after the men used threats of violence to wrest control
of the board and funnel $12 million out of the company, the report
related.

The case is U.S. v. Scarfo et al., case number 1:11-cr-00740, in
the U.S. District Court for the District of New Jersey.

                    About FirstPlus Financial

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. (Pink
Sheets: FPFX) -- http://www.firstplusgroup.com/-- was a
diversified company that provided commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company had three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., had three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly owned FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development had one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended reorganization plan
was confirmed in that case in April 2000.

FirstPLUS Financial Group filed for Chapter 11 protection (Bankr.
N.D. Tex. Case No. 09-33918) on June 23, 2009.  Aaron Michael
Kaufman, Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, served as counsel.  The Debtor had total assets of
$15,503,125 and total debts of $4,539,063 as of June 30, 2008.
FirstPLUS Financial Group disclosed $1,264,637 in assets and
$10,347,448 in liabilities as of the Chapter 11 filing.

Matthew D. Orwig was appointed as the Chapter 11 trustee in the
Debtor's cases.  He is represented by Peter A. Franklin, Esq., and
Erin K. Lovall, Esq., at Franklin Skierski Lovall Hayward LLP.
Franklin Skierski was elevated to lead counsel from local counsel
in the stead of Jo Christine Reed and SNR Denton US LLP, due to
the maternity leave of Ms. Reed.  Kurtzman Carson Consultants
served as notice and balloting agent.


FONTAINEBLEAU LAS VEGAS: Lenders Blast Trustee Deal
---------------------------------------------------
Law360 reported that a group of term lenders asked a Florida
bankruptcy judge to reject a proposed settlement between the
Chapter 7 trustee for the failed $2.9 billion Fontainebleau Las
Vegas resort and casino project and Fontainebleau insiders that
would resolve a dispute concerning directors and officers
liability.

According to the report, the group of term lenders and their
affiliates, which includes Avenue CLO Fund Ltd., Brigade Leveraged
Capital Structures Fund Ltd. and others, filed preliminary
objections urging the court to reject trustee Soneet R. Kapila's
June 26 motion seeking approval of a settlement and compromise of
certain director, officer and manager litigation that's part of
the bankruptcy case for the Fontainebleau Las Vegas project,
saying the proposed deal doesn't adequately protect the group's
claims.

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- was
planned as a hotel-casino on property along the Las Vegas Strip.
Its developer, Fontainebleau Las Vegas Holdings LLC and
affiliates, filed for Chapter 11 protection (Bankr. S.D. Fla. Lead
Case No. 09-21481) on June 9, 2009.

Scott L Baena, Esq., at BilzinSumbergBaena Price & Axelrod LLP,
represented the Debtors in their restructuring effort.  Kurtzman
Carson Consulting LLC served as the Debtors' claims agent.
Attorneys at Genovese Joblove& Battista, P.A., and Fox
Rothschild, LLP, represented the Official Committee of Unsecured
Creditors.  Fontainebleau Las Vegas LLC estimated more than
$1 billion in assets and debts, while each of Fontainebleau Las
Vegas Capital Corp. and Fontainebleau Las Vegas Holdings LLC
estimated less than $50,000 in assets.

In February 2010, Icahn Enterprises L.P. acquired Fontainebleau
for roughly $150 million.  The bankruptcy case was subsequently
converted to Chapter 7.  Soneet R. Kapila has been named the
trustee for the Chapter 7 case of Fontainebleau Las Vegas.


FRAZER/EXTON DEVELOPMENT: Bank Says Developers Defaulted On Loan
----------------------------------------------------------------
Law360 reported that Santander Bank NA has hit back at state court
claims from a group of Pennsylvania developers who say it and HSH
Nordbank AG broke commitments to finance a suburban Philadelphia
retirement community expected to bring $200 million in profits,
responding that the developers defaulted on a $29 million loan.
According to the report, Santander said in counterclaims that the
developers behind the failed Whiteland Village Project borrowed
the money in 2009 from its predecessor Sovereign Bank to finance
environmental remediation on the proposed Chester County site but
never repaid the debt.

The case is Frazer/Exton Development LLC et al. v. Sovereign Bank
NA et al., case number 130404510, in the Court of Common Pleas of
Philadelphia County.

                   About Frazer/Exton Development

Based in Malvern, Pennsylvania, Frazer/Exton Development, L.P.,
owns real property in Chester County.  Whiteland Village Ltd.
obtained various approvals and permits for the development of the
real property as a continued care retirement community.  Whiteland
Village Ltd. and Frazer/Exton Development, L.P., filed for
Chapter 11 bankruptcy (Bankr. E.D. Pa. Case Nos. 11-14036 and
11-14041) on May 19, 2011.  The case was initially assigned to
Judge Stephen Raslavich but was transferred to Judge Jean K.
FitzSimon.

On Feb. 2, 2012, the Court confirmed the Debtors' Second Amended
Plan of Reorganization, which provided that lender Sovereign's
secured claim would be treated in accordance with the terms of a
Settlement Agreement.  In May 2012, the Court entered the Final
Decree closing the Debtors' bankruptcy case.


FREEDOM INDUSTRIES: Works on Joint Plan with Creditors' Committee
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Freedom Industries Inc., whose leaking chemical tank
made much of West Virginia's water undrinkable early this year,
says it needs an additional 46 days to submit a joint plan of
liquidation it's working on with the creditors' committee.  If
approved by U.S. Bankruptcy Judge Ronald G. Pearson, the new plan-
filing deadline will be Aug. 18, Mr. Rochelle said.

According to the report, Freedom said it has reached a settlement
with insurer AIG Specialty Insurance Co. to provide coverage for
the January chemical spill up to the policy limits.  If approved
at a July 22 hearing, Freedom will receive all $2.9 million from
the AIG policies for future distribution under a liquidating plan,
the report related.  Freedom also said it gave the creditors'
committee a draft of a liquidating plan, which the parties are
working on "constructively and collaboratively," the report
further related.

                      About Freedom Industries

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

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

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

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

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

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

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


FRONTIER COMMUNICATIONS: S&P Assigns 'BB-' Rating on $750MM Credit
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '3' recovery rating to Frontier Communications Corp.'s
$750 million senior unsecured revolving credit due 2018 and $350
million senior unsecured delayed draw term loan due 2019.
Proceeds from the term loan will be used to partially fund
Frontier's pending acquisition of AT&T's Connecticut wireline
properties for $2 billion.  The '3' recovery rating indicates
S&P's expectation for meaningful (50%-70%) recovery in the event
of payment default.

Frontier's existing ratings remain unchanged.  The 'BB-' corporate
rating reflects the business challenges Frontier faces as it
continues to experience a secular decline in its core wireline
business from wireless substitution and competitive pressures from
cable operators.  This factor largely overshadows the company's
healthy EBITDA margins and modest growth from broadband services
which contribute to S&P's "fair" business risk assessment of
Frontier.

S&P expects the company's adjusted net leverage, pro forma for the
acquisition of AT&T's Connecticut properties, to be about 3.7x at
year-end 2014, and to remain below 4x over the next few years as
it achieves synergies from the acquired properties, a parameter
that supports the current rating.

RATINGS LIST

Frontier Communications Corp.
Corporate Credit Rating                      BB-/Stable/--

New Rating

Frontier Communications Corp.
Senior Unsecured
$750 mil. revolver due 2018                  BB-
  Recovery Rating                             3
$350 mil. delayed draw term loan due 2019    BB-
  Recovery Rating                             3


GARLOCK SEALING: Fights Claimants' Bid To Revisit $125M Order
-------------------------------------------------------------
Law360 reported that Garlock Sealing Technologies LLC asked a
North Carolina bankruptcy judge to reject a bid by plaintiffs, who
allege asbestos in the company's products caused mesothelioma, to
revisit a $125 million liability order on claims, which is about a
10th of what they had sought.  According to the report, U.S.
Bankruptcy Judge George R. Hodges in January ruled that Garlock
was only minimally liable for lung damage caused by the fibers
released when pipes or gaskets were cracked or sliced open,
determining that the type of asbestos used to seal the gaskets
wasn't one that caused the fatal disease.  Since then, the
official committee of asbestos personal injury claimants has filed
a motion to reopen the record of the estimation proceeding and
conduct more discovery, claiming the $125 million order was the
result of a "fraud upon the court" committed by Garlock, the
report related.

                      About Garlock Sealing

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

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

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

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

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

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

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


GENCO SHIPPING: Court Approves Sidley Austin as Equity Counsel
--------------------------------------------------------------
The Official Committee of Equity Security Holders of Genco
Shipping & Trading Limited and its debtor-affiliates sought and
obtained authorization from the Hon. Sean H. Lane of the U.S.
Bankruptcy Court for the Southern District of New York to retain
Sidley Austin LLP as counsel, nunc pro tunc to May 9, 2014.

The approval order was signed July 9, 2014, the same day that
Genco's Plan of Reorganization was declared effective.  A status
conference was held July 2, 2014 regarding the retention of Sidley
Austin.

In addition to acting as primary spokesman for the Official
Committee, Sidley Austin's services included, without limitation,
assisting, advising and representing the Official Committee with
respect to the following matters:

   (a) the administration of these cases and any related
       contested or adversary proceedings and the exercise
       of oversight with respect to the Debtors' affairs
       including all issues in connection with the Debtors,
       the Official Committee or these Chapter 11 cases;

   (b) preparation of, on behalf of the Official Committee, any
       pleadings, including without limitation, statements,
       motions, applications, memoranda, adversary complaints and
       all related litigation materials, objections or comments
       in connection with any matter related to the Debtors or
       these Chapter 11 Cases;

   (c) advice and assistance to the Official Committee with
       respect to any legislative, regulatory or governmental
       activities;

   (d) appearances in Court and at statutory meetings of
       creditors to represent the interests of the Official
       Committee;

   (e) the negotiation, formulation, drafting and confirmation of
       a plan or plans of reorganization, any amendment to any
       such plan, and matters related thereto;

   (f) review and analysis of motions, applications, orders,
       statements, operating reports and schedules filed with the
       Court and provide advice to the Official Committee as to
       their propriety, and to the extent deemed appropriate by
       the Official Committee support, join or object thereto, as
       applicable;

   (g) assistance to the Official Committee in its review and
       analysis of all of the Debtors' various agreements;

   (h) such investigation, if any, as the Official Committee may
       desire concerning, among other things, the assets,
       liabilities, financial condition, sale of any of the
       Debtors' businesses, and operating issues concerning the
       Debtors that may be relevant to these Chapter 11 Cases;

   (i) assistance to the Official Committee in its analysis of,
       and negotiations with, the Debtors or any third party
       concerning matters related to, among other things, a
       valuation of the Debtors, the assumption or rejection of
       certain leases of non-residential real property and
       executory contracts, asset dispositions, ancillary state
       court or regulatory litigation related to the Debtors,
       financing of other transactions and the terms of one or
       more plans of reorganization for the Debtors and
       accompanying disclosure statements and related plan
       documents;

   (j) investigation and analysis of any claims against the
       Debtors' non-debtor affiliates;

   (k) communication with the Official Committee's constituents
       and others at the direction of the Official Committee in
       furtherance of its responsibilities, including, but not
       limited to, communications required under section 1102 of
       the Bankruptcy Code; and

   (l) performance of all of the Official Committee's duties and
       powers under the Bankruptcy Code and the Bankruptcy Rules
       and the performance of such other services as are in the
       interests of those represented by the Official Committee.

The hourly rates of Sidley's para-professionals and bankruptcy and
other professionals who rendered services to the Official
Committee range from $265 to $1,150 per hour.

Sidley Austin will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Michael G. Burke, partner in the Corporate Reorganization and
Bankruptcy Group of Sidley Austin, assured the Court that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

Sidley Austin can be reached at:

       Michael G. Burke, Esq.
       SIDLEY AUSTIN LLP
       787 Seventh Avenue
       New York, NY 10019
       Tel: +1 (212) 839-6742
       E-mail: mgburke@sidley.com

                 About Genco Shipping & Trading

New York-based Genco Shipping & Trading Limited (NYSE: GNK)
transports iron ore, coal, grain, steel products and other drybulk
cargoes along worldwide shipping routes.  Excluding Baltic Trading
Limited's fleet, Genco Shipping owns a fleet of 53 drybulk
vessels, consisting of nine Capesize, eight Panamax, 17 Supramax,
six Handymax and 13 Handysize vessels, with an aggregate carrying
capacity of approximately 3,810,000 dwt.  In addition, Genco
Shipping's subsidiary Baltic Trading Limited currently owns a
fleet of 13 drybulk vessels, consisting of four Capesize, four
Supramax, and five Handysize vessels.

Genco Shipping & Trading sought bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a
prepackaged financial restructuring that is expected to reduce the
Company's total debt by $1.2 billion and enhance its financial
flexibility.  The company's subsidiaries other than Baltic Trading
Limited (and related entities) also sought bankruptcy protection.

Genco, owned and controlled by Peter Georgiopoulos, disclosed
assets of $2.448 billion and debt of $1.475 billion as of Feb. 28,
2014.

Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer
Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy
counsel.  Blackstone Advisory Partners, L.P., is the financial
advisor.  GCG Inc. is the claims and notice agent.

Wilmington Trust, N.A., in its capacity as successor
administrative and collateral agent under a 2007 credit agreement,
is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at
Milbank Tweed Hadley & McCloy LLP.

Credit Agricole Corporate & Investment Bank, as agent and security
trustee under an August 2010 Loan Agreement; Deutsche Bank
Luxembourg S.A., as agent, and Deutsche Bank AG Fillale
Deutschlandgeschaft, as security agent and bookrunner under the
August 2010 Loan Agreement, are represented by Alan Kornberg,
Esq., Sarah Harnett, Esq., and Elizabeth McColm, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP.  Paul Weiss also represents
the Pre-Petition $100 Million and $253 Million Credit Facilities.

The Bank of New York Mellon, the indenture trustee for Genco's
5.00% Convertible Senior Notes due Aug. 15, 2014, and the
informal group of 5.00% Convertible Senior Notes due August 15,
2014, are represented by Michael Stamer, Esq., and Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP.  Akin Gump
also represents the Informal Convertible Noteholder Group.

Kirkland & Ellis LLP's Christopher J. Marcus, Esq., Paul M. Basta,
Esq., Eric F. Leon, Esq., represent for Och-Ziff Management LP.

Brown Rudnick LLP's William R. Baldiga, Esq., represents an Ad Hoc
Consortium of Equity Holders.

Orrick, Herrington & Sutcliffe LLP's Douglas S. Mintz, Esq.,
Washington, DC, represents Deutsche Bank as Pre-Petition Lender,
and Credit Agricole, Corporate Investment Bank, as Post-Petition
Bankruptcy Lender.

Dechert LLP's Allan S. Brilliant, Esq., represents the Entities
Managed by Aurelius Capital Management, LP.

The U.S. Trustee has appointed an Official Committee of Equity
Security Holders.  The Equity Committee members are (1) Aurelius
Capital Partners, LP; (2) Mohawk Capital LLC; and OZ Domestic
Partners, LP.  It is represented by Steven M. Bierman, Esq.,
Benjamin R. Nagin, Esq., Michael G. Burke, Esq., James F. Conlan,
Esq., and Larry J. Nyhan, Esq., at Sidley Austin LLP.

Genco filed a motion to disband the Equity Committee, complaining
that it is unnecessary and wasteful of the estates' resources.


GENERAL MOTORS: Judge to Review Recall Legal-Dispute Rules
----------------------------------------------------------
Linda Sandler, writing for Bloomberg News, reported that U.S.
Bankruptcy Judge Robert Gerber of the U.S. Bankruptcy Court for
the Southern District of New York, the bankruptcy who oversaw
General Motors Co.'s Chapter 11 case, will hear customers' demands
for compensation for the eroded value of recalled Cobalts and
Ions.

According to the Bloomberg report, in the Manhattan court where
the U.S. financed the automaker's turnaround five years ago, Judge
Gerber will probably hear that rulings he made freeing GM from
responsibility for decreased car values don't apply to owners of
vehicles recalled over faulty ignition switches.  GM knew about
the defective switches and broke the rules by not informing
customers, the customers' lawyers have said, Bloomberg related.
For its part, GM wants Gerber to affirm his earlier rulings that
it's protected from liabilities after its reorganization,
Bloomberg pointed out.

Law360 reported that Judge Gerber has tentatively ordered
consumers in ignition-switch defect class actions against General
Motors to first tackle the procedural due process issues
surrounding the company's contention that its 2009 reorganization
bars the economic loss claims.

                       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.


GLOBAL GEOPHYSICAL: Executives Draw on 'D&O Policy'
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankruptcy judge dribbled out $800,000 to Global
Geophysical Services Inc.'s current and former officers and
directors to pay expenses in defending lawsuits and an
investigation by the Securities and Exchange Commission.

According to the report, citing court papers, the provider of
seismic data for the oil and gas drilling industry, which filed
for Chapter 11 protection in late March, has $25 million in so-
called D&O policies.  The U.S. bankruptcy judge in Corpus Christi,
Texas, told company officers they can return to court for
additional advances to pay defense costs, the report related.

             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.


GOLDKING HOLDINGS: Wins Okay to Hire Ernst & Young as Consultant
----------------------------------------------------------------
Goldking Holdings, LLC and its debtor-affiliates sought and
obtained permission from the Hon. David R. Jones of the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Ernst & Young LLP as consulting services provider for Gibbs &
Bruns LLP, special litigation counsel to the Debtors.

Ernst & Young will provide forensic accounting consulting
services, and possibly expert testimony, in connection with the
Litigation and the Adversary Proceeding, including researching
related financial and accounting matters, analyzing financial and
accounting records, and conducting other financial analysis. The
Debtors, along with Gibbs & Bruns, have determined that forensic
accounting assistance will be essential to the effective
prosecution of the Litigation and the Adversary Proceeding.

Ernst & Young will be paid at these hourly rates:

       Philip Innes                  $575
       Partner/Principal/
       Executive Director            $550-$625
       Senior Manager                $470-$525
       Manager                       $370-$450
       Senior                        $250-$325
       Staff                         $215-$235

Ernst & Young will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Philip Innes, executive director of Ernst & Young, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Ernst & Young can be reached at:

       Philip Innes
       5 Houston Center
       1401 McKinney Street, Suite 1200
       Houston, TX 77010
       Tel: +1 (713) 750-1500
       Fax: +1 (713) 750-1501

                       About Goldking Holdings

Goldking Holdings LLC, an oil-and-gas exploration company based in
Houston, sought bankruptcy protection (Bankr. D. Del. Case No.
13-12820) in Wilmington, Delaware, on Oct. 30, 2013, from
creditors with plans to sell virtually all its assets.  Goldking
Onshore Operating, LLC, and Goldking Resources, LLC, also sought
creditor protection.

The cases were initially assigned to Delaware Judge Brendan
Linehan Shannon.  On Nov. 20, 2013, Judge Shannon granted the
request of Goldking's former CEO Leonard C. Tallerine Jr. and
Goldking Capital LT Corp., to move the Chapter 11 case to Houston,
Texas (Bankr. S.D. Tex. Case No. 13-37200).  Mr. Tallerine owns a
nearly 6% stake in the company through an entity called Goldking
LT Capital Corp.

The Debtors are represented by Scott W. Everett, Esq., and
Christopher L. Castillo, Esq., at Haynes and Boone, LLP.  Edmon L.
Morton, Esq., and Robert F. Poppiti, Jr., Esq., at Young, Conaway,
Stargatt & Taylor, LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  The Debtors' notice, claims, solicitation
and balloting agent is Epiq Bankruptcy Solutions, LLC.

Lantana Oil & Gas Partners was initially hired as the Debtors'
financial advisors.  In December 2013, the Debtors won Court
approval to employ E-Spectrum Advisors LLC, led by its CEO Coy
Gallatin, as asset sale advisor.

Alvarez & Marsal Global Forensic and Dispute Services, LLC, has
been engaged to provide computer forensics and related services.

Goldking Holdings disclosed $16,170 in assets and $11,484,881 in
liabilities as of the Chapter 11 filing.

Judy A. Robbins, United States Trustee for the Southern District
of Texas, appointed a three-member official committee of unsecured
creditors.  Matthew S. Okin, Esq. and Christopher Adams of Okin &
Adams LLP serve as local counsel to the Committee.  The Committee
withdrew its application to employ Brinkman Portillo Ronk, APC, as
general counsel amidst objections from the Debtors and the U.S.
Trustee.  Claro Group LLC is the panel's financial advisor.

Wayzata Investment Partners, LLC and Wayzata Opportunities Fund
II, L.P. are lenders to the Debtors.  They are represented by John
F. Higgins, Esq., of Porter Hedges LLP.


GREAT PLAINS: July 24 Hearing on Latest Plan Disclosures
--------------------------------------------------------
Great Plains Exploration, LLC, is slated to seek approval of the
disclosure statement explaining its Fourth Amended Chapter 11 Plan
at a hearing on July 24, 2014 at 9:30 a.m., according to a
scheduling order signed by the bankruptcy judge.  Objections are
due July 17, 2014.

July 24 is also the hearing date for creditor 1st Source Bank's
motion to amend its earlier request for relief from the automatic
stay.

Pursuant to the Disclosure Statement accompanying the Debtor's
Fourth Amended Chapter 11 Plan of Reorganization dated June 8,
2014, after confirmation of the Plan, the Debtor will be
substantially debt-free and will be able to engage in new business
ventures alone or in combination with other Osborne-related
entities.

The Plan proposes to pay creditors on these terms:

   -- All administrative claims will be paid in full on the
      effective date of the Plan;

   -- Holders of priority claims will receive 100% of the allowed
      amount, payable of quarterly installments of $50,000 over
      one year until paid in full;

   -- In accordance with a settlement agreement, RBS will receive
      payment of $10.8 million to pay off its secured claim by
      Sept. 30, 2014;

   -- 1st Source Bank's claim in the stipulated amount of
      $485,000 will be paid over four years in equal monthly
      installments at 3% interest.

   -- Holders of general unsecured claims will receive 100% of
      the allowed amount, payable in quarterly installments of
      $50,000 until paid in full in four years.  The Debtors
      will fund at least $100,000 in an escrow account for the
      benefit of unsecured creditors; and

   -- Holders of equity interests will retain their interests
      in the Debtor.

A copy of the Disclosure Statement dated June 8, 2014, is
available for free at:

   http://bankrupt.com/misc/Great_Plains_Plan_Outline_061814.pdf

                     About John D. Oil & Gas;
               OZ Gas; and Great Plains Exploration

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012.  Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011, and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated
$10 million to $50 million in assets and debts.  John D. Oil's
balance sheet at Dec. 31, 2011, showed $6.98 million in total
assets, $13.26 million in total liabilities, and a stockholders'
deficit of $6.28 million.  The petitions were signed by Richard M.
Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


GREAT PLAINS: UST Questions Source of Funds for Creditors
---------------------------------------------------------
The U.S. Trustee has filed an objection to the disclosure
statement explaining Great Plains Exploration, LLC's proposed
Fourth Amended Chapter 11 Plan.  A hearing is slated for July 24,
2014 at 9:30 a.m.

U.S. Trustee Roberta A. DeAngelis points out that the Debtor has
identified 45 holders of allowed general unsecured non-tax claims
whose claims when totaled exceed $576,000.

Under the Plan, each holder of an allowed unsecured claim will
receive 100% of the allowed amount, payable from the Debtor's
quarterly installments of $50,000 until paid in full in four
years.  The Debtor will fund at least $100,000 in an escrow
account for the benefit of unsecured creditors.

The U.S. Trustee complains that despite these very significant
plan payments, nowhere in the Disclosure Statement, Plan
or plan summary has the Debtor identified the source from which
$476,000 to unsecured class (the amount over and above the amount
in the Unsecured escrow account) and the payments to three of the
four classes of secured claims will be paid.

The U.S. Trustee also points out that the Debtor projects total
cash flow of $1,826,884 for a 12-month period.  However, the
Debtor has provided no support for the anticipated increase in
revenue, without which a creditor cannot make any determination
regarding the plan's feasibility.

                     About John D. Oil & Gas;
               OZ Gas; and Great Plains Exploration

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012.  Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011, and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated
$10 million to $50 million in assets and debts.  John D. Oil's
balance sheet at Dec. 31, 2011, showed $6.98 million in total
assets, $13.26 million in total liabilities, and a stockholders'
deficit of $6.28 million.  The petitions were signed by Richard M.
Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


HOLYOKE GERIATRIC: Trial Held Last Week on Ch.11 Eligibility
------------------------------------------------------------
Jack Flynn, writing for The Republican, reported that lawyers for
the city of Holyoke and the Holyoke Geriatric Authority on July 10
sparred in U.S. Bankruptcy Court before Judge Henry J. Boroff over
whether the geriatric authority is entitled to bankruptcy
protection.  Judge Boroff will rule on the issue after hearing
arguments from both sides.  The hearing was expected to conclude
Friday.

According to the report:

     -- Steven Weiss, Esq., representing the city, argued that the
geriatric authority is a public agency and not qualified to
receive Chapter 11 bankruptcy protection.  He said the authority
is an "instrumentality" of the state and the city of Holyoke, not
an independent organization.

     -- Louis Robin, Esq., the authority's lawyer, argued that the
agency is governed by a five-member board and functions as a
corporation, without direct oversight by city or state officials.

The Republican and MassLive.com have reported earlier six of the
geriatric authority's seven board members are appointed by the
mayor and City Council.

The city has filed a motion to dismiss the case, claiming it is
owed $5.9 million by the authority.  The authority contends the
amount is closer to $1.5 million.

Geriatric Authority of Holyoke, in Holyoke, Mass., filed for
Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 14-30425) on April
24, 2014, in Springfield.  Judge Henry J. Boroff presides over the
case.  The Law Offices of Louis S. Robin, serves as counsel to the
Authority.  It listed total assets of $5.85 million and
liabilities of $3.63 million.  The petition was signed by Charles
F. Glidden, chair.  A list of the 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/mab14-30425.pdf


IGPS COMPANY: New York, Buyer Can Wrap Tax Audit, Begin Deal Talks
------------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge agreed to push
back a hearing on a challenge to estimated tax claims brought by
the private equity-backed purchaser of bankrupt iGPS Co. LLC,
giving New York state's taxation agency time to complete an audit
and hammer out a potential settlement with iGPS.  According to the
report, U.S. Bankruptcy Judge Kevin Gross approved a stipulation
between iGPS Logistics LLC, the shell company established to
purchase plastic pallet leaser iGPS' assets, and the New York
State Department of Taxation and Finance.  The judge agreed to
adjourn until Aug. 20 a hearing on iGPS' omnibus objection to more
than $20,000 in administrative tax claims, which iGPS argued
couldn't yet be calculated until final tax returns are completed
by the liquidating trust, because the claims are based on
estimates of the debtor's potential liability, the report related.

                          About iGPS Co.

iGPS Company LLC filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 13-11459) on June 4, 2013, to sell its assets to a
group led by Balmoral Funds LLC, absent higher and better offers.

iGPS Company -- http://www.igps.net-- is the first and only
plastic pallet pooling rental and leasing company in the U.S. It
offers plastic pallets with embedded radio frequency
identification (RFID) tags.  Founded in 2006, the company is
headquartered in Orlando, Florida, and has a sales and innovation
center in Bentonville, Arkansas.

The Debtor estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.

According to the board resolution authorizing the bankruptcy,
Pegasus IGPS LLC owns 12.55% of the company; iGPS Co-Investment
LLC owns 18.75%; Kia VIII (iGPS Sub), LLC owns 30.74%; and KIA
VIII iGPS Blocker, LLC, owns 12.27%.

John H. Strock, Esq., and L. John Bird, Esq., at Fox Rothschild
LLP, in Wilmington, Delaware; and John K. Cunningham, Esq.,
Richard S. Kebrdle, Esq., Kevin M. McGill, Esq., Fan B. He, Esq.,
at White & Case LLP, in Miami, Florida, also represent the Debtor.

The Plan filed in the Debtor's case proposes to transfer to a
liquidation trust all of the remaining assets of the Debtor.
Under the Plan, Priority Claims (Class 1) and Non-Lender Secured
Claims (Class 2) are unimpaired and will recover 100% of the
allowed claim amount.  Unsecured Claims (Class 3) are impaired and
will receive its pro rata share of the available proceeds.  Equity
Interests (Class 4) are also impaired and will be canceled on the
effective date.

The Official Committee of Unsecured Creditors is represented by
the law firm of McKenna Long & Aldridge LLP, as its counsel, and
Cole, Schotz, Meisel, Forman & Leonard, P.A., as its Delaware
counsel.  The Committee tapped to retain Emerald Capital Advisors
as its financial advisors.

iGPS received court approval in July to sell the business largely
in exchange for secured debt and filed the liquidating plan based
on a settlement negotiated between the lenders and the unsecured
creditors' committee.

iGPS Logistics LLC, an entity established by the lenders, bought
the business for $2.5 million cash and a commitment to pay all
priority tax claims and claims by workers fired without required
notice.  The lenders agreed to waive their claims.  The buyers are
Balmoral Funds LLC, One Equity Partners LLC, and Jeff and Robert
Liebesman. They purchased the $148.8 million working-capital loan
shortly before bankruptcy.

In September 2013, the Court authorized the Debtor to change its
name to "Pallet Company LLC."

The Debtor's Second Amended Chapter 11 Plan, which was co-proposed
by the Official Committee of Unsecured Creditors, was confirmed on
Nov. 14, 2013, and declared effective Nov. 27, 2013.  Creditors
were projected to recoup 28% to 35% on $13.8 million in unsecured
claims.


KENNY G: Trustee Left With No Remedy for Fraudulent Transfer
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Congress left a gap in the Bankruptcy Code
providing no remedy to set aside a fraudulent transfer in a
seldom-seen situation, U.S. District Judge Otis D. Wright II in
Los Angeles ruled on June 24.

In a case involving the conveyance of a property in a manner that
would be a fraudulent transfer, a bankruptcy judge gave judgment
to the trustee overseeing the bankrupt's Chapter 7 case, saying
"for every wrong there is a remedy," the report related.  Judge
Wright reversed, explaining the trustee couldn't use the strong-
arm powers under Section 544 of the Bankruptcy Code because, he
said, it only pertains to pre-bankruptcy transfers, the report
further related.

The case is Casey v. Rotenberg (In re Kenny G. Enterprises LLC),
14-cv-00246, U.S. District Court, Central District California (Los
Angeles).


KID BRANDS: Schedules and Statement Due July 21
-----------------------------------------------
Bankruptcy Judge Donald H. Steckroth entered an order granting Kid
Brands, Inc., and its affiliated debtors until July 21, 2014, to
file their schedules of assets and liabilities and statements of
financial affairs.  The Debtor had sought for a 30-day extension
-- through Aug. 1, 2014 -- to file those documents.

                       About Kid Brands

Based in Rutherford, New Jersey, Kid Brands, Inc., is a designer,
importer, marketer, and distributor of infant and juvenile
consumer products.  Its operating subsidiaries consist of Kids
Line, LLC, CoCaLo, Inc., Sassy, Inc., and LaJobi, Inc.  Providing
"everything but the baby" for a child's nursery, the company sells
infant bedding and accessories under the Kids Line and CoCaLo
brands; nursery furniture under the LaJobi brand; and baby care
items under the Kokopax and Sassy brands.

Citing their inability to raise capital due to contingent
liabilities and operational issues, Kid Brands and six of its U.S.
subsidiaries each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Lead Case No.
14-22582) on June 18, 2014.  To preserve the value of their
assets, the Debtors are pursuing a sale of the assets pursuant to
section 363 of the Bankruptcy Code.

As of April 30, 2014, the Debtors had $32.40 million in total
assets and $109.1 million in total liabilities.  As of the
Petition Date, unsecured debts totaled $54 million.

Judge Donald H. Steckroth oversees the cases.  The Debtors have
sought and obtained an order directing joint administration of
their Chapter 11 cases.

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


KID BRANDS: Seeks to Pay $1-Mil. to Critical Vendors
----------------------------------------------------
Kid Brands, Inc., was slated to ask the bankruptcy judge at a
hearing on July 14, 2014, for final approval of its motion to pay
up to $1 million for prepetition claims of critical vendors.

The Debtors say their products are manufactured by third-party
vendors, principally located in the People's Republic of China and
other East Asian countries.  Without delivery of finished product
from these third-party manufacturers, the Debtors would be without
their sole source of revenue.  The Debtors propose to condition
the payment of prepetition critical vendor claims on the agreement
of the individual critical vendor to continue supplying goods and
services on customary trade terms.

The Debtors say they will provide the list of critical vendors to
their post-petition secured lender, the United States Trustee, and
any Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases, provided that such information is treated as
confidential.

The Debtors have already obtained interim approval to pay up to
$500,000 for critical vendor claims.

                       About Kid Brands

Based in Rutherford, New Jersey, Kid Brands, Inc., is a designer,
importer, marketer, and distributor of infant and juvenile
consumer products.  Its operating subsidiaries consist of Kids
Line, LLC, CoCaLo, Inc., Sassy, Inc., and LaJobi, Inc.  Providing
"everything but the baby" for a child's nursery, the company sells
infant bedding and accessories under the Kids Line and CoCaLo
brands; nursery furniture under the LaJobi brand; and baby care
items under the Kokopax and Sassy brands.

Citing their inability to raise capital due to contingent
liabilities and operational issues, Kid Brands and six of its U.S.
subsidiaries each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Lead Case No.
14-22582) on June 18, 2014.  To preserve the value of their
assets, the Debtors are pursuing a sale of the assets pursuant to
section 363 of the Bankruptcy Code.

As of April 30, 2014, the Debtors had $32.40 million in total
assets and $109.1 million in total liabilities.  As of the
Petition Date, unsecured debts totaled $54 million.

Judge Donald H. Steckroth oversees the cases.  The Debtors have
sought and obtained an order directing joint administration of
their Chapter 11 cases.

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


KID BRANDS: Seeks Approval for GRL's Glenn Langberg as CRO
----------------------------------------------------------
Kid Brands, Inc., and its affiliated debtors filed a motion
seeking authorization to (i) retain GRL Capital Advisors, LLC, to
provide a chief restructuring officer, and (ii) appoint the CRO
effective as of the Petition Date.

The parties' engagement letter provides that Glenn Langberg will
serve as CRO to assist the Debtors with all phases of the chapter
11 cases.  The CRO will utilize professionals employed by GRL
Capital Advisors.

GRL Capital Advisors will seek compensation at these hourly
billing rates:

           Name                Title                  Billing Rate
           ----                -----                  ------------
         Glenn Langberg    Chief Executive Officer        $595
         Joseph Catalano   Assistant Managing Director    $525
         Paul Dawson       Senior Manager                 $475
         Larry Berrill     Senior Manager                 $475
         Bill Drozdowski   Senior Manager                 $475
         Phyllis Meola     Associate                      $150

The Debtors propose that these hourly fees will be invoiced and
paid twice per month.

GRL Capital Advisors will also seek reimbursement for reasonable
and necessary expenses incurred in connection with the Chapter 11
cases.

GRL does not seek a success fee in connection with the engagement.

GRL was paid a retainer of $75,000 for the services to be
rendered.

Based upon the declaration of Mr. Langberg, the Debtors submit
that GRL is a "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

         Glenn Langberg
         Chief Executive Officer
         GRL CAPITAL ADVISORS
         220 South Orange Ave., 2nd Floor
         Livingston, NJ 07038
         Tel: 973-544-8209
         E-mail: info@grlcapital.com

                       About Kid Brands

Based in Rutherford, New Jersey, Kid Brands, Inc., is a designer,
importer, marketer, and distributor of infant and juvenile
consumer products.  Its operating subsidiaries consist of Kids
Line, LLC, CoCaLo, Inc., Sassy, Inc., and LaJobi, Inc.  Providing
"everything but the baby" for a child's nursery, the company sells
infant bedding and accessories under the Kids Line and CoCaLo
brands; nursery furniture under the LaJobi brand; and baby care
items under the Kokopax and Sassy brands.

Citing their inability to raise capital due to contingent
liabilities and operational issues, Kid Brands and six of its U.S.
subsidiaries each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Lead Case No.
14-22582) on June 18, 2014.  To preserve the value of their
assets, the Debtors are pursuing a sale of the assets pursuant to
section 363 of the Bankruptcy Code.

As of April 30, 2014, the Debtors had $32.40 million in total
assets and $109.1 million in total liabilities.  As of the
Petition Date, unsecured debts totaled $54 million.

Judge Donald H. Steckroth oversees the cases.  The Debtors have
sought and obtained an order directing joint administration of
their Chapter 11 cases.

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


KID BRANDS: UST Has Objections to 360 Merchant Hiring
-----------------------------------------------------
The U.S. Trustee filed an objection to Kid Brands, Inc.'s
application to employ 360 Merchant Solutions LLC as consultant and
sales agent, effective as of the Petition Date.

The Debtors say they need the services of 360 Merchant to, among
other things, consult on the formulation of a strategic asset
disposition program with respect to on-hand and on-order inventory
of LaJobi, Inc. and any other inventory designated by the Debtors
for liquidation, and coordinate the closure and related asset
disposition for certain of the Debtors' facilities.

The Debtor propose to pay 360 Merchant, on a monthly basis (i) a
monthly fee in the amount of $25,000 per month, plus an amount
equal to the invoice cost for the services of Maura Russell, who
is being retained by 360 Merchant as a special consultant in this
matter, and whose hourly rate is $525.

In addition, the Debtors propose to pay 360 Merchant an asset
disposition fee, as follows: (i) with respect to the liquidation
inventory, 360 Merchant will be entitled to a fee in an amount
equal to 3% of the aggregate purchase price paid by the purchaser;
and (ii) with respect to the non-liquidation assets, to the extent
that one or more designated services are requested by the Debtors
and (X) the aggregate asset sale proceeds is less than $45
million, then 360 Merchant shall be entitled to receive an asset
disposition fee equal to one-half of 0.5% of the aggregate asset
sale proceeds; or (y) to the extent that the aggregate asset sale
proceeds is greater than $45 million then 360 Merchant will be
entitled to receive an asset disposition fee equal to 1%.

Prior to the Petition Date, the Debtors paid to 360 Merchant a
retainer in the amount of $50,000.

The firm can be reached at:

         Stephen G. Miller
         President/Chief Executive Officer
         360 MERCHANT SOLUTIONS LLC
         110 Stuart Street 26E
         Boston, MA 02116
         Phone: (617) 803-4949
         E-mail: smiller@360merchants.com

                      U.S. Trustee's Objections

Roberta A. DeAngelis, the U.S. Trustee, notes that under the clear
language of 11 U.S.C. 327(a) of the Bankruptcy Code, any
professional employed by a debtor-in-possession must be
"disinterested" and neither hold nor represent an interest adverse
to the estate.

The U.S. Trustee points out that 360 Merchant has several
contractual relationships with Salus Capital Partners, LLC, the
Debtors' senior secured lender.  Although it is stated that such
contracts do not involve or relate to the Debtors, the nature and
extent of the relationship between 360 Merchant and Salus is not
otherwise disclosed.

In addition, the U.S. Trustee points out that the 360 Merchant
agreement provides that the firm will retain the retainer's
balance on an "evergreen" basis, such that each month 360 Merchant
will apply its invoices against the retainer, and the retainer
will be replenished.  Although there may be draws against the
retainer along the way, because it is replenished, the proposal is
to maintain the Retainer at an amount of $50,000 through and until
the end of the Chapter 11 cases.  The application, according to
the U.S. Trustee, does not provide a basis in the facts and
circumstances of the Chapter 11 cases for such retainer agreement
to be approved.

                       About Kid Brands

Based in Rutherford, New Jersey, Kid Brands, Inc., is a designer,
importer, marketer, and distributor of infant and juvenile
consumer products.  Its operating subsidiaries consist of Kids
Line, LLC, CoCaLo, Inc., Sassy, Inc., and LaJobi, Inc.  Providing
"everything but the baby" for a child's nursery, the company sells
infant bedding and accessories under the Kids Line and CoCaLo
brands; nursery furniture under the LaJobi brand; and baby care
items under the Kokopax and Sassy brands.

Citing their inability to raise capital due to contingent
liabilities and operational issues, Kid Brands and six of its U.S.
subsidiaries each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Lead Case No.
14-22582) on June 18, 2014.  To preserve the value of their
assets, the Debtors are pursuing a sale of the assets pursuant to
section 363 of the Bankruptcy Code.

As of April 30, 2014, the Debtors had $32.40 million in total
assets and $109.1 million in total liabilities.  As of the
Petition Date, unsecured debts totaled $54 million.

Judge Donald H. Steckroth oversees the cases.  The Debtors have
sought and obtained an order directing joint administration of
their Chapter 11 cases.

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


KONINKLIJKE PHILIPS: Insurers Seek to Audit Unit's Asbestos Trust
-----------------------------------------------------------------
Law360 reported that a group of insurance companies lodged a
lawsuit in Delaware Chancery Court claiming they have been
prevented from auditing an asbestos personal injury trust, set up
following the bankruptcy proceedings of a U.S. unit of Koninklijke
Philips Electronics NV, that they suspect has paid fraudulent
claims.  According to the report, six insurance firms -- AIU
Insurance Co., American Home Assurance Co., Birmingham Fire
Insurance Co. of Pennsylvania, Granite State Insurance Co.,
Lexington Insurance Co., and National Union Fire Insurance Co. of
Pittsburgh, Pa. -- are the plaintiffs.


LAMAR CONSTRUCTION: Files for Chapter 7; Lays Off All 280 Workers
-----------------------------------------------------------------
Jim Harger, writing for mlive.com, reported that Lamar
Construction Co., filed for Chapter 7 bankruptcy on July 11 after
abruptly laying off all of its 280 employees.  In a petition filed
in U.S. Bankruptcy Court, company shareholders Carl Blauwkamp and
George Holmes said they will liquidate and dissolve the company
through the proceedings.  In its petition, Lamar Construction
estimated $10 million to $50 million in both assets and
liabilities.

According to the report, in an interview with The Grand Rapids
Press/MLive.com, Mr. Blauwkamp said they were closing the business
after Fifth Third Bank called in its line of credit with the
company after "some unexpected losses."  He declined to elaborate.

The report said the petition estimated there would be no funds
available to distribute to unsecured creditors, meaning those who
are owed money without a mortgage or collateral agreement.

The report noted that Lamar earlier last week closed its website
and announced it was laying off 180 workers in its construction
business.  Lamar officials said they would continue operating its
steel erection business, which employed about 100.  On July 11,
employees said they were sent emails and texts notifying them of
the company's shutdown. Employees said they were told they would
not be paid for their work that week.


LAND'OR INTERNATIONAL: Case Dismissed Following Settlement
----------------------------------------------------------
Michael Schwartz, writing for RichmondBizSense.com, reported
Land'or International obtained dismissal of its Chapter 11 case on
July 2.

According to the report, Land'or said in court documents dated
June 20 that its pending settlement with Cathedral of the Sacred
Heart and St. Mary Roman Catholic Church would extinguish the bulk
of its debt.  Land'or reached an agreement to pay $5 million to
settle an unpaid debt that the two churches inherited through the
will of local attorney Frank Eck.  Club Land'or, the company's
resort on Paradise Island in the Bahamas, will pay the $5 million
to the churches through monthly payments, according to court
filings.

According to the report, Eck made a $2.25 million loan to Land'or
toward its purchase of the former Lightfoot Plantation resort in
Williamsburg in 2004.  Land'or lost the property to foreclosure in
2011.  The property is now under new ownership and known as
Colonial Crossings.

The report said the repayment note is secured by a mortgage
against the Bahamas property, and Land'or will look to either sell
its Club Land'or resort or sell Club Land'or stock to fund the
payments.

Land'or has developed resorts in the Bahamas, Central Virginia and
elsewhere.

Chris Habenicht, Esq., at Hopson, Habenicht and Cave, represents
the churches.

RichmondBizSense.com also reported that Land'or and some of its
executives still have some lingering legal issues:

     1. More than 50 Land'or timeshare customers filed a case
against the company and Club Land'or in April, claiming fraud and
violations of state consumer protection laws related to the sale
of the Bahamas resort timeshares.  Charles Hundley, Esq.,
represents the plaintiffs in that case.  Land'or has sought
dismissal of the case.

     2. John Holt, the company's CEO, and his brother, company
president Ronald Holt, are being sued in two federal cases in New
York related to personal guarantees the Holts made on timeshare
receivables loans to lender Resort Funding LLC.  Those cases are
still pending.

                          About Land'or

Land'or International, Inc., based in Richmond, Virginia, filed
for Chapter 11 bankruptcy (Bankr. E.D. Va. Case No. 14-33104) on
June 6, 2014.  Bankruptcy Judge Keith L. Phillips presides over
the case. Dawn C. Stewart, Esq., at The Stewart Law Firm, PLLC,
served as the Debtor's counsel.  In its petition, Land'or
estimated $0 to $50,000 in assets and $10 million to $50 million
in liabilities.  The petition was signed by Elbert H. Holt, Jr.,
CFO.  A list of the Debtor's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/vaeb14-33104.pdf


LEHMAN BROTHERS: Files 55th Status Report on Claims Settlement
--------------------------------------------------------------
Weil Gotshal & Manges LLP, Lehman's legal counsel, filed a status
report on the settlement of claims it negotiated through the
so-called alternative dispute resolution process.

The report noted that since the filing of the 54th status report,
Lehman has served seven additional ADR notices, bringing the
total number of notices served to 475.

The company also reached settlements with counterparties in 10
ADR matters, eight as a result of mediation.  Upon closing of
those settlements, the company will recover a total of
$2,375,923,542.  Settlements have now been reached in 345 ADR
matters involving 456 counterparties.

As of June 19, 159 of the 169 ADR matters that reached the
mediation stage and concluded were settled through mediation.

                      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 Approval to Settle AuRico Gold Claim
----------------------------------------------------------
The trustee of Lehman Brothers Holdings Inc.'s brokerage received
court approval for a deal that would resolve AuRico Gold Inc.'s
$72.6 million claim.  Under the settlement, AuRico Gold can
assert a general unsecured claim of $7 million against the
brokerage.  Both sides also agreed to a mutual release of claims.

AuRico is represented by:

     Eric R. Levine, Esq.
     EISEMAN LEVINE LEHRHAUPT & KAKOYIANNIS, P.C.
     805 Third Avenue
     New York, New York 10022
     Phone: (212) 752-1984
     Fax: (212) 355-4608
     Email: elevine@eisemanlevine.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)


LEHMAN BROTHERS: Wins Approval to Settle Credencial's Claim
-----------------------------------------------------------
The official liquidating Lehman Brothers Holdings Inc.'s
brokerage received the green light from Judge Shelley Chapman to
settle the claims of a group of creditors led by Credencial
Argentina, S.A.

Credencial and two other creditors Minicreditos, S.A. and Carlos
Gorleri filed three separate claims against the brokerage in
2009.  Credencial and Minicreditos each filed a claim in the
amount of $170.47 million while Mr. Gorleri filed a claim seeking
payment of pre-bankruptcy liabilities in an unliquidated amount.

Under the settlement, the three claims will be consolidated into
a single claim.  Meanwhile, Minicreditos' and Mr. Gorleri's
claims against the Lehman brokerage will be disallowed and
expunged.

The claimants are represented by Justin Sher, Esq. --
jsher@shertremonte.com -- and Mark Cuccaro, Esq. --
mcuccaro@shertremonte.com -- at Sher Tremonte LLP, in New York.

                      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 Approval to Settle Former Employee Claim
--------------------------------------------------------------
The trustee of Lehman Brothers Inc. received court approval for a
deal that would resolve the brokerage's dispute with a former
Lehman employee.

Reha Cohen, a former Lehman employee, filed in 2009 a general
creditor claim tied to bonds allegedly issued by the brokerage's
parent Lehman Brothers Holdings Inc..  Ms. Cohen asserted that
her claim is entitled to priority because it represented
contributions to an employee benefit plan.

In January, the Lehman trustee objected to the claim, saying it
seeks to recover losses for bonds and preferred securities that
weren't issued or guaranteed by the brokerage.

Under the settlement, both sides agreed that an April 1 court
order, which converted certain omnibus objections to a single,
consolidated adversary proceeding, will be applied to a portion
of Ms. Cohen's claim representing contributions to the plan.  The
agreement won't affect the portion of the claim related to the
bonds, according to court filings.

                      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 OK to Enter Into Mediation for CHA Claim
--------------------------------------------------------------
Judge Shelley Chapman approved an agreement between the trustee
of Lehman Brothers Holdings Inc.'s brokerage and the Children's
Healthcare of Atlanta to enter into a mediation to settle the
pediatric hospital's $15.34 million claim.

Children's Healthcare initially filed a general creditor claim in
the amount of $18.7 million against the brokerage.  In April, the
pediatric hospital filed an amended claim seeking payment of
$15.34 million.

James Giddens, the court-appointed trustee, has not yet filed an
objection to the claim.  Since December last year, Mr. Giddens
and the Children's Healthcare have been in talks in an effort to
resolve the claim without formal adversarial proceedings and
prior to any objection by the trustee.

Children's Healthcare is represented by:

     Jed Horwitt, Esq.
     Patrick R. Linsey, Esq.
     Zeisler & Zeisler, P.C.
     10 Middle Street, 15th Floor
     Bridgeport, Connecticut 06604
     Phone: (203) 368-4234
     Fax: (203) 367-9678
     Email: jhorwitt@zeislaw.com
            plinsey@zeislaw.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)


LEHMAN BROTHERS: To Pay $10MM in Fight Over Hotel Contract
----------------------------------------------------------
Law360 reported that an international court of arbitration has
ordered Lehman Brothers Inc. to pay General Hotel Management Ltd.
more than $10 million in a suit accusing the bank of improperly
terminating the hotel management firm's contract during Lehman's
alleged forceful takeover of luxury property The Setai Miami.

According to the report, the International Chamber of Commerce's
International Court of Arbitration held that the hotel's owner
Lehman breached its contract with GHM after the bank conducted a
forceful takeover of the luxury property in March 2012, and also
rejected the bank's claims that GHM was mismanaging the hotel at
the time.

Law360 related that Lehman sued GHM for breach of contract and
breach of fiduciary duty in 2012, with GHM countersuing for
improper termination shortly thereafter.  The ICC held that there
was no principal-agent relationship between GHM and Lehman and
that, even if the relationship existed, GHM did not breach any
fiduciary duties it might have owed to the bank, the report
further related.

                      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: Missed $9M Bill, Inmarsat Says
------------------------------------------------
Law360 reported that satellite telecommunications company Inmarsat
PLC announced that bankrupt LightSquared Inc. recently missed a
$9.1 million payment under the companies' cooperation agreement,
and has issued the failed wireless startup a notice of default.
According to the report, in a statement, British-based Inmarsat
said the payment was part of a second phase of the cooperation
agreement, which LightSquared agreed to restart in late March. The
deal called for a quarterly payment of $4.1 million and a separate
bill of $5 million, both of which were due July 1.

                     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.


LIGHTSQUARED INC: New Plan Set for Aug. 25 Confirmation
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the LightSquared Inc. bankruptcy judge approved a
schedule culminating in a confirmation hearing to begin Aug. 25
for approval of the revamped reorganization plan.  According to
the report, the schedule covers the plan process and the trial
regarding the subordination of an as-yet unspecified amount of the
secured claim of Charles Ergen's SP Special Opportunities LLC.

Under the schedule, LightSquared, the developer of a satellite-
based wireless communications system, must file a Chapter 11 plan
and explanatory disclosure materials by July 14, Mr. Rochelle
said.  Initial papers on the subordination issue are due that day,
the report related.  Objections to the disclosure statement are
due July 18 and a hearing on approval is scheduled for July 21,
Mr. Rochelle further related.   Objections to the plan and
responsive papers on the subordination issue are both due Aug. 12,
the report said.

                     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.


LIGHTSQUARED INC: Reaches Deal on Bankruptcy Plan with Ergen
------------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported
that Philip Falcone's LightSquared Inc. reached a deal on a
restructuring plan that has the support of Dish Network Corp.
Chairman Charlie Ergen, its top secured lender.

According to the report, in a court hearing on July 14, a lawyer
for a special committee of LightSquared's board said the new plan
would give Mr. Ergen a $1 billion allowed claim in the bankruptcy
case, and calls for him to invest $300 million in new money into
the wireless venture.  The new Chapter 11 proposal will be filed
by July 21, the Journal cited a lawyer for LightSquared as saying.

LightSquared's special committee -- not Mr. Falcone or his
Harbinger Capital Partners hedge fund -- negotiated the plan,
lawyers, the Journal related.  David Friedman, a lawyer for Mr.
Falcone and Harbinger, told the Journal that the deal is a
"stunning reversal to us," said he would reserve judgment until he
sees a proposal.

                     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.


LOWER BUCKS: 3rd Circ. Nixes BNY's Ch. 11 Release From Creditors
----------------------------------------------------------------
Law360 reported that the Third Circuit upheld a bankruptcy court
decision exposing Bank of New York Mellon Trust Co. NA to claims
from aggrieved bondholders of a Philadelphia-area hospital,
agreeing that the debtor's reorganization failed to disclose that
they would waive those claims by accepting an $8.2 million
settlement.  According to the report, a unanimous panel refused to
hold the bondholder group to a provision in the disclosure
statement of once-bankrupt Lower Bucks Hospital releasing claims
that BNY mishandled their bonds as indenture trustee and cost them
secured creditor status on $26 million in prepetition debt.

                    About Lower Bucks Hospital

Lower Bucks Hospital is a non-profit hospital based in Bristol,
Pennsylvania.  The Hospital is licensed to operate 183 beds.
Together with affiliates Advanced Primary Care Physicians and
Lower Bucks Health Enterprises, Inc., Lower Bucks owns a 36-acre
campus with several medical facilities.  The Hospital's emergency
room serves 30,000 patients annually.  For the fiscal year ending
June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.

The Hospital filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 10-10239) on Jan. 13, 2010.  The Hospital's
affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced
Primary Care Physicians -- also filed Chapter 11 petitions.
Jeffrey C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP,
in Philadelphia, assist the Hospital in its restructuring effort.
Donlin, Recano & Company, Inc., is the Hospital's claims and
notice agent.  The Debtors tapped Zelenkofske Axelrod LLC for tax
preparation services.  The Hospital estimated assets and
liabilities at $50 million to $100 million.

Regina Stango Kelbon, Esq., at Blank Rome LLP, in Philadelphia,
represents the Official Committee of Unsecured Creditors as
counsel.

The Bankruptcy Court confirmed the hospital operator's Chapter 11
plan on Dec. 7, 2011.  It emerged from bankruptcy in January 2012.


LVBK LLC: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: LVBK, LLC
        4770 Barela Way
        Las Vegas, NV 89147

Case No.: 14-14760

Chapter 11 Petition Date: July 11, 2014

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

Judge: Hon. August B. Landis

Debtor's Counsel: David J. Winterton, Esq.
                  DAVID J. WINTERTON & ASSOC., LTD.
                  1140 Town Center DR, Ste 120
                  Las Vegas, NV 89144
                  Tel: (702) 363-0317
                  Fax: (702) 363-1630
                  Email: david@davidwinterton.com

Total Assets: $3.02 million

Total Liabilities: $62,775

The petition was signed by Steven T. Gregory, manager.

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb14-14760.pdf


MADISON COUNTY, MI: S&P Lowers Rating to 'CC' on Possible Default
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) three notches to 'CC' from 'CCC' on Madison County, Miss.'s
series 2005 special assessment bonds, issued by the Parkway East
Public Improvement District.  The outlook is negative.

"The lowered rating reflects our view that the shortfall of
pledged revenues, combined with the county's lack of willingness
to contribute toward its deficiencies in revenues, could either
lead to another downgrade or a potential default by May 2015,"
said Standard & Poor's credit analyst Kate Choban.  "Should the
district repay the county for funds already appropriated in
accordance with the contribution agreement, we could revise the
outlook to stable," Ms. Choban added.

The bonds issued by the Parkway East Public Improvement District
were originally issued for infrastructure improvements in an
unincorporated portion of the county.

While the default on the series 2005 bonds has not yet occurred,
S&P feels that the ability and willingness of the county to not
reimburse the revenue or debt service reserve funds, or to cover
the current and future shortfalls based on the contribution
agreement, could cause a default on the bonds within the next nine
months.


MARTIFER AURORA: BayWa Buys Company for $7.6 Million
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Martifer Aurora Solar LLC, a Los Angeles-based
builder of solar power projects, is selling the business to BayWa
R.E. Solar LLC for $7.6 million, after the U.S. Bankruptcy Court
in Las Vegas approved the sale on July 1.  According to the
report, there were no bids at auction to compete with BayWa.

                      About Martifer Solar

Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.  Martifer
Solar USA, which is based in Los Angeles, California, estimated
$10 million to $50 million in assets and liabilities.

Bankruptcy Judge August B. Landis oversees the case.  The Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor.  The
Debtors tapped Foley Hoag LLP as special Massachusetts litigation
counsel with respect to a pending litigation relating to EPG
Solar, LLC; and Foley & Lardner LLP as special solar counsel.

The Debtors also won approval to hire FTI and Michael Tucker, a
senior managing director of FTI, to serve as the company's chief
restructuring officer.

Cathay Bank, a prepetition lender, is represented by Michael
Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel
Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard, Esq., at Kolesar & Leatham.

Martifer Solar Inc., the proposed DIP Lender, and ultimate parent
of the Debtors, is represented by Samuel A. Schwartz, Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc.

Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors.  The Committee has retained Pachulski Stang Ziehl &
Jones LLP's Bradford J. Sandler, Esq., Shirley S. Cho, Esq., Jason
Rosell, Esq., and Patricia Jeffries, Esq.; and Larson & Zirzow,
Matthew C. Zirzow, Esq., Zachariah Larson, Esq., and Carey
Shurtliff, Esq., as counsel.


MAXWEST ENVIRONMENTAL: Halts Operations & Files Chapter 7
---------------------------------------------------------
Paul Brinkmann, writing for The Orlando Sentinel, Maxwest
Environmental Systems filed for Chapter 7 bankruptcy liquidation
earlier this month, resulting in at least 15 layoffs at company
offices in Lake Mary and Sanford.

According to the report, Steven Winchester, who became CEO of
Maxwest two years ago, said in an interview that he tried to
revive the company's languishing finances.  But he said Maxwest
had burned through too much cash earlier in its history.  "Maxwest
had a good technology but the wrong strategies for bringing it to
market," Mr. Winchester said.

Maxwest is a sewage-processing company.


MIDWEST FAMILY: Moody's Affirms 'B1' Rating on Class II Bonds
-------------------------------------------------------------
Moody's Investors Service has affirmed at Baa1 Class I; Ba1 Class
II; B1 on Class III & Class IV, the ratings on Midwest Family
Housing LLC (IL) Military Housing Taxable Revenue Bonds (Navy
Midwest Housing Privatization Project) 2006 Series A (collectively
the "Bonds"). The outlook is revised to negative.

Ratings Rationale

The affirmations are based on adequate financial performance of
the project despite moderate decreases in debt service coverage
for the various classes of debt that are due in part to current
and projected increases in the project's expenses. Any shortfalls
in debt service coverage would be covered by excess funds
available.

The outlook on the ratings has been revised to negative for all
Classes of Bonds, reflecting the current and projected declines in
the project's financial performance.

Strengths:

-- The overall occupancy rate has remained fairly stable at 93%.

-- Although increases in project expenses have resulted in a
    decline in the debt service coverage for all class of debt in
    FY 2013, the debt service coverage ratios (taking into
    account adjustments to the financials) did meet project
    underwriting standards for FY 2013.

-- Experienced ownership and management team.

Challenges:

-- Construction completion continues to be highly dependent on
    the sale of several parcels of land.

-- The debt service reserve fund on the Class I, II and III
    Bonds is with an unrated counterparty.

-- The 2014 BAH for the project received a 3.15% decrease.

What Could Change The Rating UP

Steady and sustained increases in the financial performance of the
project and evidenced by increases in the debt service coverage
ratio for all Classes.

In addition, certain types of restructuring may be view as credit
positives. These include cash funding of the debt service reserve
funds at maximum annual debt service, replacement of the existing
surety provider with an appropriately rated provider or an upgrade
of the current surety provider.

What Could Change The Rating DOWN

A significant decline in BAH or occupancy levels that results in a
decline in debt service coverage could adversely affect the
ratings.

Principal Methodology Used

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


MOLLY MAGUIRES RESTAURANT: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

    Debtor                                           Case No.
    ------                                           --------
    Molly Maguires Restaurant and Pub, Inc.          14-15614
    197 Bridge Street
    Phoenixville, PA 19460

    Molly Maguires Restaurant and Pub, II, Inc.      14-15615
    329 W. Main Street
    Lansdale, PA 19446

    Molly Maguires Restaurant and Pub III, Inc.      14-15616

Chapter 11 Petition Date: July 11, 2014

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

Judge: Hon. Magdeline D. Coleman

Debtors' Counsel: Albert A. Ciardi, III, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  Email: aciardi@ciardilaw.com

                    - and -

                 Jennifer E. Cranston, Esq.
                 CIARDI CIARDI & ASTIN, P.C.
                 One Commerce Square
                 2005 Market Street, Suite 1930
                 Philadelphia, PA 19103
                 Tel: 215 557 3550
                 Email: jcranston@ciardilaw.com

                                        Estimated    Estimated
                                          Assets    Liabilities
                                        ----------  -----------
Molly Maguires Restaurant and Pub       $500K-$1MM  $1MM-$10MM
Molly Maguires Restaurant and Pub, II   $1MM-$10MM  $10MM-$50MM

The petitions were signed by Declan Mannion, president.

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


MONTANA ELECTRIC: Chapter 11 Plan Declared Effective
----------------------------------------------------
BankruptcyData reported that Southern Montana Electric Generation
& Transmission Cooperative's First Amended Chapter 11 Plan of
Reorganization, dated May 12, 2014, became effective; and the
Company emerged from Chapter 11 protection.  The Court confirmed
the Plan on June 20, 2014.

                  About Southern Montana Electric

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

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

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

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

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

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


NATROL INC: Judge Orders Joint Administration of Bankruptcy Cases
-----------------------------------------------------------------
U.S. Bankruptcy Judge Brendan Shannon ordered the joint
administration of the Chapter 11 cases of Natrol Inc. and its
affiliated debtors under Case No. 14-11446.

                       About Natrol, Inc.

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

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

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


NATROL INC: Files Amended List of 30 Largest Unsecured Creditors
----------------------------------------------------------------
Natrol Inc. and its affiliated debtors filed an amended list of
creditors holding 30 largest unsecured claims, which is based from
their books and records as of June 11, 2014.

In the new list, Natrol changed the total amount of claim asserted
by American Express Co. to $1,219,193 from $875,601.

Shanks Extracts Inc., which ranked 29th in the initial list, was
replaced by Creative Flavor Concepts Inc. which asserts an
unsecured claim in the amount of $87,596.

The unsecured creditors are:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
   American Express Company           Trade Debt       $1,219,193

   Novel Ingredient Services          Trade Debt         $637,140

   E.T. Horn Company                  Trade Debt         $492,789

   Elk Designs Inc.                   Trade Debt         $446,954

   CBS Broadcasting Inc.              Trade Debt         $391,200

   Echo Global Logistics              Trade Debt         $317,178

   VMI Nutrition                      Trade Debt         $302,728

   Glanbia Nutritionals Inc.          Trade Debt         $292,669

   J&D Laboratories, Inc.             Trade Debt         $274,233

   Charles Bowman & Co Inc.           Trade Debt         $273,293

   Paradigm Packaging West            Trade Debt         $249,195

   Stauber Performance Ingredients    Trade Debt         $234,266

   Knight Paper Box Company           Trade Debt         $221,274

   Bioactive                          Trade Debt         $221,164

   Impress Print and Package          Trade Debt         $220,100

   Evonik Degussa Corporation         Trade Debt         $204,750

   Shanghai Freemen Americans LLC     Trade Debt         $193,400

   KDN-Vita International Inc.        Trade Debt         $175,550

   Swiss Caps                         Trade Debt         $159,849

   Harmony Foods Corporation          Trade Debt         $129,936

   Captek Softgel Intl, Inc.          Trade Debt         $125,750

   Blower Dempsay Corp.               Trade Debt         $124,966

   Miller Barondness LLP              Trade Debt         $123,660

   Adam Nutrition                     Trade Debt         $115,057

   BDO USA LLP                        Trade Debt         $111,774

   Aqualon Company                    Trade Debt         $107,886

   American Broadcasting              Trade Debt         $100,800
    Companies Inc.

   Naturex, Inc.                      Trade Debt          $89,615

   Creative Flavor Concepts Inc.      Trade Debt          $87,596

   Mitsui & Co USA Inc.               Trade Debt          $82,315

                       About Natrol, Inc.

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

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

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


NEW YORK CITY OPERA: Revival Is on the Table
--------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
the New York City Opera, which closed its doors last fall after
years of financial woes, could be revived in some fashion,
according to two lawyers working on the opera's Chapter 11
bankruptcy case.

"There is a possibility that the opera could come back in some
incarnation," Klestadt & Winters partner Sean Southard, an
attorney for the opera's unsecured creditors, told the Journal's
Bankruptcy Beat.  Nicole Stefanelli, an attorney at Lowenstein
Sandler who represents the opera, also told Bankruptcy Beat: "At
this point, it's not really clear what will end up happening, but
there was at least one proposal to revive New York City Opera."

The Brooklyn Academy of Music and a person familiar with the
discussions told the Journal that proposals to reincarnate City
Opera include submissions by BAM and Michael Capasso, general
director of the Dicapo Opera Theatre.

                    About New York City Opera

New York City Opera, Inc., sought Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 13-13240) on Oct. 3, 2013, estimating
between $1 million and $10 million in both assets and debt.

The petition was signed by George Steel, general manager and
artistic director.  Kenneth A. Rosen, Esq., at Lowenstein Sandler
LLP, serves as the opera's counsel.  Ewenstein Young & Roth LLP
serves as special counsel.


NEW YORK CITY OPERA: Analyzing Restrictions on Endowment
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that New York City Opera, which prospered during the 35-
year tenure of Julius Rudel, for a third time wants an expansion
of the exclusive right to propose a Chapter 11 plan.  According to
the report, the opera, which halted operations before bankruptcy,
wants exclusive plan-filing rights expanded by three months to
Sept. 29.  There will be a hearing on July 16 regarding the
opera's third exclusivity motion.

                    About New York City Opera

New York City Opera, Inc., sought Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 13-13240) on Oct. 3, 2013, estimating
between $1 million and $10 million in both assets and debt.

The petition was signed by George Steel, general manager and
artistic director.  Kenneth A. Rosen, Esq., at Lowenstein Sandler
LLP, serves as the opera's counsel.  Ewenstein Young & Roth LLP
serves as special counsel.


OPTIM ENERGY: Judge OKs PE Group as $82M Coal Plant Stalking Horse
------------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge blessed bidding
procedures for Optim Energy LLC's coal-fired generation plant,
establishing a group that includes private equity firm Arclight
Capital Partners LLC as a $82 million stalking horse bidder ahead
of a planned auction next month.  According to Law360, Texas-based
Optim, owned by Bill Gates' Cascade Investment LLC, initially
lined up a unit of Blackstone Group LP as a $60 million stalking
horse, then tapped the Arclight group after fielding a series of
last-minute offers from parties seeking to fill the role.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the Arclight group is willing to pay $22 million
more than the Blackstone affiliate that offered $60 million cash
to snag the coveted role as the so-called stalking horse.

Competing bids are due July 30, and an auction is scheduled for
Aug. 4, to be followed by the sale hearing on Aug. 7, Mr. Rochelle
said.  In addition to covering buyer protections, competing
bidders must improve the offer by $2 million over ArcLight's bid.
The controversial restriction imposed on buyer discussions with
Walnut Creek Mining Co., the plant's sole coal supplier, remains,
with qualifications, the Bloomberg columnist said.

                    About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cear
Bayou plants are fueled by natural gas, and the third is coal-
fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

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

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

            About Energy Future Holdings, fka TXU Corp.

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

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

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

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

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

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

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

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

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


OPTIMUMBANK HOLDINGS: Expects to Regain NASDAQ Compliance
---------------------------------------------------------
OptimumBank Holdings, Inc., the parent company of OptimumBank,
said it has completed the sale of 755,286 shares since March 31,
2014, including the sale of 41,000 shares for an aggregate amount
of $51,000 during the second quarter of 2014 and the sale of
714,286 shares for an aggregate amount of $800,000 on July 1,
2014.

Based on the completion of these sales, together with the
Company's estimated net income for the fiscal quarter ended
June 30, 2014, the Company believes that its stockholders' equity
will exceed the $2.5 million minimum threshold required to
maintain the Company's listing on NASDAQ.  The Company estimates
that its net income for the second quarter will be greater than
$1.4 million, although this amount is subject to potential
adjustment.

Chairman Gubin said, "Our NASDAQ listing is important to us as it
demonstrates our commitment to investors to provide liquidity and
transparency."

                     About OptimumBank Holdings

OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100 percent of
OptimumBank, a state (Florida)-chartered commercial bank.

The Company offers a wide array of lending and retail banking
products to individuals and businesses in Broward, Miami-Dade and
Palm Beach Counties through its executive offices and three branch
offices in Broward County, Florida.

Optimumbank Holdings reported a net loss of $7.07 million in 2013,
a net loss of $4.69 million in 2012, and a net loss of $3.74
million in 2011.  As of March 31, 2014, the Company had $132.77
million in total assets, $132.33 million in total liabilities and
$449,000 in total stockholders' equity.

                         Regulatory Matters

Effective April 16, 2010, the Bank consented to the issuance of a
Consent Order by the  Federal Deposit Insurance Corporation and
the the Florida Office of Financial Regulation, also effective as
of April 16, 2010.

The Consent Order represents an agreement among the Bank, the FDIC
and the OFR as to areas of the Bank's operations that warrant
improvement and presents a plan for making those improvements.
The Consent Order imposes no fines or penalties on the Bank.  The
Consent Order will remain in effect and enforceable until it is
modified, terminated, suspended, or set aside by the FDIC and the
OFR.


ORCHARD SUPPLY: Closes One Sacramento Outlet
--------------------------------------------
Sonya Sorich, writing for Sacramento Business Journal, reported
that Orchard Supply Hardware is closing one of its Sacramento-area
stores at 3350 Arden Way.  A final date of operation was not
immediately available, the report says.  Four Orchard Supply
stores remain in the Sacramento region: Elk Grove, Antelope,
Woodland and Folsom.

                      About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation,
which operates neighborhood hardware and garden stores focused on
paint, repair and the backyard, and two affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 13-11565) on June 16,
2013, to facilitate a restructuring of the company's balance sheet
and a sale of its assets for $205 million in cash to Lowe's
Companies, Inc., absent higher and better offers.  In addition to
the $205 million cash, Lowe's has agreed to assume payables owed
to nearly all of Orchard's supplier partners.

At the outset of bankruptcy, Orchard had 89 stores in California
and two in Oregon.  Orchard was 80.1 percent owned by Sears
Holdings Corp. until spun off in December 2011.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors appointed in case
has retained Pachulski Stang Ziehl & Jones LLP as counsel, and
Alvarez & Marsal as financial advisors.

Lowe's Cos. completed the $205 million acquisition of 72 of
Orchard Supply's 91 stores.

The Company changed its name to OSH 1 Liquidating Corporation and
reduced the size and simplified the structure of the Board of
Directors effective as of Aug. 20, 2013.


ORMET CORP: Magnum Hunter Acquires Mineral Rights for $22.3MM
-------------------------------------------------------------
Jamison Cocklin, writing for NaturalGasIntel.com, reported that
Magnum Hunter Resources Corp. agreed to purchase the remaining
mineral rights of Ormet Corp. in Monroe County, OH, and Wetzel
County, WV, for $22.3 million, according to documents filed in
Delaware bankruptcy court.

The report noted that Ormet this year said it was trying to sell
its aluminum smelting plant in Monroe County, which straddles the
West Virginia border.  According to the report, Magnum was already
drilling wells on Ormet's property and with bankruptcy court
approval, the acquisition would allow it access to the oil and gas
rights underneath the plant, recently sold to Niagara Worldwide
LLC.

                       About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Affiliates that separately filed Chapter 11 petitions are Ormet
Primary Aluminum Corporation; Ormet Aluminum Mill Products
Corporation; Specialty Blanks Holding Corporation; and Ormet
Railroad Corporation.

Ormet emerged from a prior bankruptcy in April 2005.  Lender
Wayzata Investment Partners LLC is among existing owners.  Others
are UBS Willow Fund LLC and Fidelity Leverage Company Stock Fund.

In the 2013 case, Ormet is represented in the case by Morris,
Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J.
Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim
Martin Lewis, Esq., Patrick D. Burns, Esq.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.

An official committee of unsecured creditors was appointed in the
case in March 2013.  The Committee is represented by Rafael X.
Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M.
Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S.
Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein
Sandler LLP.

In October 2013, the U.S. Trustee filed papers saying the
bankruptcy instead should be converted to a liquidation in
Chapter 7.  The U.S. Trustee said there is no budget and no
financing for a wind-down in Chapter 11.

In November 2013, the Bankruptcy Court approved on an interim
basis Ormet's motion for (a) an interim plan to wind down the
Debtors' businesses and protections for certain employees
implementing the wind down, (b) authorizing the Debtors to modify
employee benefit plans consistent with the wind down plan, and (c)
authorizing the Debtors to take any and all actions necessary to
implement the wind down plan.

In December 2013, Ormet completed a previously approved sale of
its alumina smelter in Burnside, Louisiana, to Almatis Inc. for
$39.4 million.  There was no auction.  Completion of a court-
approved sale of the business to lender and part owner Wayzata
Investment Partners LLC became impossible when Ohio utility
regulators refused in October to grant reductions in electricity
prices. Wayzata would have acquired the business largely in
exchange for debt.

Ormet also has sold 32,000 metric tons of alumina for $8.4 million
to Glencore AG, and its rights and interests in and to 17,086 MT
baked carbon anodes, located at the Debtors' Hannibal, Ohio
location, and its rights and interest in and to 34,755 MT baked
carbon anodes, located in a storage in Baltimore, Maryland, to
Alcoa Materials Management, Inc.

In 2014, the Bankruptcy Court issued several interim orders
related to the wind-down plan.  Those orders authorize the Debtors
to make payments through a certain date, as part of implementing
the wind-down plan.


PACIFIC STEEL: Schedules Auction on July 28 with Speyside Bid
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pacific Steel Casting Co. will sell the fourth-
generation family-owned steel foundry for $11.3 million in cash
plus assumption of specified liabilities to New York-based private
equity fund Speyside Equity LLC unless another buyer emerges as
the winner at a July 28 auction.

According to the report, competing bids of at least $11.9 million
are due July 24, and a sale hearing will be held on the same day
as the auction.  As part of the Speyside sale, Berkeley Properties
LLC, which is in bankruptcy but not part of the sale, must enter
into a long-term lease with Speyside for use of the property where
PSC's foundry operates, Bloomberg cited the company as saying.

                    About Pacific Steel Casting,
                        Berkeley Properties

Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014.  Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director.  Michael W. Malter, Esq., at
Binder & Malter, LLP serves as the Debtors' counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and
balloting agent.  Burr Pilger Mayer, a certified public accounting
firm, serves as financial consultants.

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.

Tracy Hope Davis, the United States Trustee for Region 17,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.  The Committee is represented by Ori Katz,
Esq., and Michael M. Lauter, Esq., at Sheppard, Mullin, Richter &
Hampton LLP.


PARKWAY ACQUISITION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Parkway Acquisition I, LLC
           fka Parkway Hospital Associates
        70-35 113th Street
        Forest Hills, NY 11375

Case No.: 14-43539

Chapter 11 Petition Date: July 11, 2014

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Elizabeth S. Stong

Debtor's Counsel: Pablo Bustos, Esq.
                  BUSTOS & ASSOCIATES, P.C.
                  225 Broadway, 39th Floor
                  New York, NY 10007
                  Tel: 212-796-6256
                  Fax: 212-344-8001
                  Email: pbustos@bustosassociates.com

Estimated Assets: not indicated

Estimated Liabilities: not indicated

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


PELICAN BAY: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Pelican Bay Group, Inc.
           dba Sea Esta Motel II
        100 Rudder Road
        Millsboro, DE 19966

Case No.: 14-11706

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: July 14, 2014

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

Judge: Hon. Kevin J. Carey

Debtor's Counsel: Stephen W. Spence, Esq.
                  PHILLIPS, GOLDMAN & SPENCE, P.A.
                  1200 North Broom Street
                  Wilmington, DE 19806
                  Tel: (302) 655-4200
                  Fax: (302) 655-4210
                  Email: sws@pgslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by George A. Metz, III, president.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/deb14-11706.pdf


PETROLOGISTICS L.P.: S&P Retains 'B' CCR on CreditWatch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Houston,
Texas-based PetroLogistics L.P., including the 'B' corporate
credit rating and senior unsecured debt ratings, remain on
CreditWatch with positive implications, where S&P placed them on
May 28, 2014.

S&P placed its ratings on PetroLogistics on CreditWatch positive
following Flint Hills' announcement to acquire the partnership for
about $2.1 billion.  S&P expects PetroLogistics' assets to be
fully integrated into Flint Hills' operations after the
transaction closes.  S&P views the propane dehydrogenation plant
to be strategic to Flint Hills' chemical business, because it will
supply propylene for its chemical operations and likely provide
synergies with Flint Hills' existing asset base.  As part of the
transaction, Flint Hills also intends to provide the partnership
with operational and financial support that S&P views as enhancing
credit quality and demonstrative of their support:

   -- A demand note in the amount of $500 million for the benefit
      of the holders of PetroLogistics' $365 million unsecured
      notes;

   -- A $290 million unsecured credit facility that will replace
      the partnership's $170 million secured facility;

   -- A services agreement that will leverage Flint Hills'
      operating platform; and

   -- Sales agreement whereby Flint Hills' will take over the
      purchasing function for propane, and agree to purchase all
      of PetroLogistics' propylene production, which will include
      a margin floor for downside protection.

The ratings on PetroLogistics reflect its business position as a
manufacturer of on-purpose propylene at a propane dehydrogenation
facility.  Propylene is a cyclical commodity chemical used to make
a wide variety of products, including plastics, paints and
coatings, and fibers.  Demand for propylene tends to grow in
tandem with industrial growth, the housing market, and consumer
spending trends.

"We characterize the partnership's business risk profile as
'vulnerable,' reflecting the risks associated with operating at a
single manufacturing site, and considerable supplier and customer
concentration.  The financial risk profile is currently
'aggressive'," said Standard & Poor's credit analyst Michael
Grande.

S&P will resolve the CreditWatch listing when the proposed
transaction is complete, which S&P expects to occur by the end of
2014.  At that time, S&P anticipates raising the rating to 'AA-',
the same as Flint Hills' rating, based on its expectation that the
company will be fully integrated into Flint Hills' chemical
business and will benefit from the aforementioned demand note and
services and support agreements.


PLEXTRONICS INC: Chapter 11 Dismissed, No Funds for Creditors
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Plextronics Inc., once a producer of conductive
polymers and inks used in printed organic electronics, is no
longer in Chapter 11 after the bankruptcy was dismissed on July 2
because there are no more assets to be liquidated and no funds for
unsecured creditors after expenses are paid.

                     About Plextronics Inc.

Headquartered in Pittsburgh, Pennsylvania, Plextronics, Inc. --
http://www.plextronics.com-- specializes in conductive polymers
and printable formulations that enable advanced electronic
devices.  The company's develops customized inks to enhance the
performance of organic light emitting diodes (OLEDs) for next
generation displays and lighting applications, lithium ion
batteries, polymer metal capacitors, and emerging organic
electronic devices.

The privately held company was founded in 2002 as a spinout from
Carnegie Mellon University based upon conductive polymer
technology developed by Dr. Richard McCullough.

Plextronics, Inc. on Jan. 16, 2014, filed a Chapter 11 bankruptcy
petition (Bankr. D. Del. Case No. 14-10080) with plans to sell its
assets to Solvay America, Inc., absent higher and better offers.

The Debtor estimated assets and debt of $10 million to $50 million
as of the bankruptcy filing.

Campbell & Levine, LLC in Pittsburgh is serving as the
Plextronics' legal advisors.  New York-based Cowen and Company,
LLC is serving as its investment banker.


PUERTO RICO: Makes Bond Payments, But Muni Market Remains on Edge
-----------------------------------------------------------------
Lisa Lambert, writing for Reuters, reported that creditors to
Puerto Rico's electricity provider were given a slight respite
when the bonds' trustee made a scheduled payment, but the U.S.
municipal bond market remained worried the Puerto Rico Electric
Power Authority (PREPA) will soon use a new bankruptcy-like
process to restructure its debts.  According to the report, the
law establishing the process has rattled the $3.7 trillion
municipal market since it was passed and has prompted Moody's
Investors Service to push ratings on Puerto Rico debt deeper into
junk territory.


RESTORGENEX CORP: P. Donenberg Appointed Chief Financial Officer
----------------------------------------------------------------
RestorGenex has appointed Phillip B. Donenberg as its chief
financial officer.

Mr. Donenberg has served biotech and pharmaceutical companies in
financial positions for over 20 years.  Before RestorGenex, he
served as BioSante Pharmaceuticals, Inc.'s senior vice president
of finance from 2010 until June 19, 2013, and chief financial
officer and secretary from 1998 until June 19, 2013, when BioSante
merged with ANIP Acquisition Company, d/b/a ANI Pharmaceuticals,
Inc.  BioSante, whose stock was listed on the NASDAQ Global
Market, was a specialty pharmaceutical company focused on
developing products for women's and men's health and oncology.
From 1995 to 1998, Mr. Donenberg was Controller of Unimed
Pharmaceuticals, Inc. (currently a wholly owned subsidiary of
AbbVie Inc.), a company with a product focus on infectious
diseases, AIDS, endocrinology and oncology.  Prior to Unimed
Pharmaceuticals, Inc., Mr. Donenberg held similar positions with
other pharmaceutical companies.  Mr. Donenberg earned his BS in
Accountancy from the University of Illinois Champaign-Urbana,
College of Business and is a Certified Public Accountant.

"We are pleased to have Phil as our CFO," said Stephen M. Simes,
RestorGenex's chief executive officer.  "I have worked with Phil
for over 20 years and know him to be a dedicated and committed
person who is well schooled in all aspects of accounting and
finance in publicly traded biotech and pharma companies."

In other developments, RestorGenex has appointed Yael Schwartz,
PhD as its executive vice president of Preclinical Development.
Previously, Dr. Schwartz was president of RestorGenex's
Canterbury/Hygeia wholly owned subsidiaries.  Dr. Schwartz has
more than 25 years' experience in drug discovery and product
development.  From 1998 to 2007, Dr. Schwartz had positions of
increasing responsibility at Sepracor, Inc. (now Sunovion) where
she played key leadership roles on teams that launched three drugs
that are currently in clinical practice for the treatment of
asthma (Xopenex), insomnia (Lunesta) and chronic obstructive
pulmonary disease (Brovana).  Prior to that, she contributed to
the development of drugs for the treatment of urinary bladder
cancer (Valstar) and hypertension (Carvedilol). Since 2007, Dr.
Schwartz has been the Founder, President, CEO and Director of
Hygeia.  Dr. Schwartz adapted and streamlined development
strategies and budgets to ensure effective achievement of
scientific and business objectives.  Dr. Schwartz received her
doctorate degree with honors in Endocrine Physiology from a joint
program at the University of Massachusetts Medical School and
Worcester Polytechnic Institute (WPI).

In addition, RestorGenex announced that David Sherris, Ph.D.'s new
title is chief scientific officer of RestorGenex.  Previously, Dr.
Sherris was chief scientific officer and president of
RestorGenex's Paloma/VasculoMedics wholly owned subsidiaries.  Dr.
Sherris was the founder and CEO of both Paloma Pharmaceuticals,
Inc. and VasculoMedics, Inc.  He has over 30 years of experience
in biopharmaceuticals and diagnostics.  Dr. Sherris was CEO and
founder of a consulting/out-sourcing concern, Sherris Pharma
Partners, with a focus on business development and R&D strategy,
including a niche focus in angiogenesis and vascular targeting.
In addition, Dr. Sherris has worked with venture capital companies
where he has both advised and raised seed money for biotech
startups.  Prior to his starting Sherris Pharma Partners, Dr.
Sherris had been employed by pharmaceutical and biotechnology
companies to manage external R&D (academic groups and contract
research organizations) to augment and expand internal scientific
programs, and to lead internal pharmaceutical development teams.
Dr. Sherris has been a frequently invited guest speaker at
biopharmaceutical business and scientific conferences, a published
author and holder of patents in a wide range of therapeutic areas.
Dr. Sherris has held positions of increasing responsibility at
Centocor, Unilever Research, Serono and OXiGENE where he was Chief
Operating Officer and Vice President of Research and Development,
as well as Chief Operating Officer of a joint venture between
OXiGENE and Peregrine Pharmaceuticals called Arcus LLC.  Dr.
Sherris received his Ph.D. in Biochemistry and Molecular Genetics
from the University of Utah, held a postdoctoral position in
cellular immunology at the Jackson Laboratory and a faculty
position in the Department of Medicine, Division of Clinical
Immunology at the Mt. Sinai Medical Center, New York, NY.

RestorGenex also announced that Jerold Rubinstein, former CEO and
chair of the audit committee, resigned from the RestorGenex board
of directors as part of the company's efforts to achieve a
majority of independent directors in anticipation of an
application to list the company's common stock on the NASDAQ Stock
Market.  Mr. Rubinstein will remain a senior advisor to the
RestorGenex board of directors for at least the next year.  Sol
Barer, chairman of the board of RestorGenex said, "We express our
gratitude and appreciation to Jerry for his years of service to
RestorGenex and his commitment to RestorGenex and our near-term
objective to obtain a NASDAQ listing for our common stock.  We
look forward to his continued guidance in an advisory role."

                         About RestorGenex

RestorGenex Corporation operates as a biopharmaceutical company.
It focuses on dermatology, ocular disease, and women's health
areas.  The company was formerly known as Stratus Media Group,
Inc., and changed its name to RestorGenex Corporation in March
2014.  RestorGenex Corporation is based in Los Angeles,
California.

Restorgenex reported a net loss of $2.45 million in 2013 following
a net loss of $6.85 million in 2012.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that RestorGenex Corporation has suffered recurring
losses and has negative cash flow from operations.  These
conditions raise substantial doubt as to the ability of
RestorGenex Corporation to continue as a going concern.


RICEBRAN TECHNOLOGIES: Amends 2.9MM Shares Resale Prospectus
------------------------------------------------------------
RiceBran Technologies amended its registration statement on Form
S-3 as filed with the U.S. Securities and Exchange Commission
relating to the sale of up to 2,937,256 shares of the Company's
common stock, including 1,756,689 shares issuable upon exercise of
a warrant, by AIGH Investment Partners LP, Dillon Hill Capital,
LLC, Alon Gibli, et al.

The Company is not offering any shares of its common stock for
sale under this prospectus.  The Company will not receive any of
the proceeds from the sale or other disposition of the shares of
the Company's common stock by the selling stockholder, other than
any proceeds from the cash exercise of the warrant to purchase
shares of the Company's common stock.

The Company's common stock is listed on the NASDAQ Capital Market
under the symbol "RIBT".  On June 19, 2014, the last reported sale
price of the Company's common stock was $5.87 per share.

A full-text copy of the Form S-1/A is available for free at:

                        http://is.gd/Dlo3GF

                           About RiceBran

Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.

RiceBran Technologies reported a net loss of $17.64 million on
$35.05 million of revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $11.13 million on $37.72 million of
revenues for the year ended Dec. 31, 2012.  As of March 31, 2014,
the Company had $52.66 million in total assets, $40.78 million in
total liabilities, $6.42 million in temporary equity and $5.44
million in total equity attributable to the Company shareholders.

BDO USA, LLP, in Phoenix, Arizona, 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 suffered recurring losses from operations
resulting in an accumulated deficit of $219 million at Dec. 31,
2013.  This factor among other things, raises substantial doubt
about its ability to continue as a going concern.


ROBERT DOKKEN: Chartered Financial Consultant Files Chapter 11
--------------------------------------------------------------
WMBB.com reported that Robert Dokken, a Chartered Financial
consultant, filed for Chapter 11 bankruptcy on June 17, owing more
than $2 million to the IRS.  He also owes more than half a million
to Prosperity Bank, which he cited as the reason for the
bankruptcy filing.

"Small banks, especially when they sell, the bank that takes over
many times would rather have the cash than the outstanding loan,"
Dokken added, according to the report.  "It doesn't really matter
what their repayment history is, what the credit of the customer
happens to be so many banks are now calling in these commercial
loans because they'd rather have cash."

"The real problem is I'm an adviser and all of a sudden saying
that you're filing for bankruptcy, and it would be nice if we call
this business reorganization than bankruptcy, it doesn't sound
good," Dokken said, according to the report.  "Now, the thought is
that's going to hurt business but all my clients know better."


SAM ADAMS: Ex-Seattle Seahawks Player Files Bankruptcy
------------------------------------------------------
Connie Thompson, writing for Komo News, reported that former
Seattle Seahawk Sam Adams and his wife filed for Chapter 11
bankruptcy on June 28 in the midst of legal action surrounding his
athletic club, West Seattle Fitness.  A meeting of creditors is
set for July 25 at 10 a.m. in Room 4107 of the U.S. Courthouse in
Seattle.

According to the report, Mr. Adams, his wife, and their company
are facing the following legal action:

     (1) a complaint by MS Kearny CT 1 LLC seeking $638,276.22
         in unpaid rents and damages;

     (2) a lawsuit alleging Mr. Adams and West Seattle Fitness
         failed to pay employee wages;

     (3) an eviction lawsuit filed by property owner,
         H-P Properties/All Star LLC, in May, alleging unpaid
         rent.

According to the report, the state Department of Revenue has
indicated that there are state tax liens against both the West
Seattle Athletic club and one of Adams' fitness businesses in
Tacoma -- the Lincoln Plaza Athletic Club -- totaling more than
$333,000.

Mr. Adams is represented by Lawrence Engel, Esq., as bankruptcy
counsel.


SEABRIGHT INSURANCE: A.M. Best Cuts Issuer Credit Rating to 'bb'
----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to B (Fair) from B++ (Good) and the issuer credit rating (ICR) to
"bb" from "bbb+" of SeaBright Insurance Company (SeaBright)
(Chicago, IL).  The outlook for the ICR has been revised to stable
from negative, while the outlook for the FSR remains stable.
Concurrently, A.M. Best has withdrawn the ratings due to
management's request to no longer participate in A.M. Best's
interactive rating process.

The ratings reflect SeaBright's unfavorable underwriting and
operating performance in recent years, driven by adverse loss
reserve development.  Risk-adjusted capitalization declined
significantly in 2013, following a 27% decrease in surplus.  The
surplus decline resulted from capital distributors, redemption of
surplus notes and an increase in loss reserves following
SeaBright's transition to run-off during the year.


SP HOLDO I: S&P Assigns 'B' Corp. Credit Rating, Stable Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed all of its
ratings on Surgery Center Holdings Inc., including its 'B'
corporate credit rating, and removed them from CreditWatch, where
S&P had placed them on June 16, 2014.  The outlook is stable.

At the same time, S&P assigned a 'B' corporate credit rating with
a stable outlook to Surgery Center Holdings Inc.'s parent, SP
Holdco I Inc., and subsequently withdrew the corporate credit
rating on Surgery Center Holdings Inc.  Additionally, S&P assigned
a 'B' issue-level rating to Surgery Center's new $900 million
first-lien credit facilities.  The recovery rating on the facility
is '3', which reflects S&P's expectation for meaningful (50% to
70%) recovery in the event of a payment default.  The first-lien
facilities consist of an $80 million revolving credit facility and
an $820 million term loan.  S&P also assigned a 'CCC+' issue-level
rating to Surgery Center's $440 million proposed second-lien
credit facilities.  The recovery rating on the facility is '6',
which reflects S&P's expectation for negligible (0% to 10%)
recovery in the event of a payment default.  Lastly, S&P assigned
a 'CCC+' issue-level rating to SP Holdco I Inc.'s proposed $100
million pay-in-kind term loan.  The recovery rating on the
facility is '6', which reflects S&P's expectation for negligible
(0% to 10%) recovery in the event of a payment default.

Proceeds of the new debt will be used to finance the acquisition
of Symbion, to refinance existing debt, to fund certain
acquisitions under letters of intent, and to pay related fees and
expenses.

"We affirmed the corporate credit rating on Surgery Center because
we expect the company will continue to generate moderate
discretionary cash flow, despite high leverage," said Standard &
Poor's credit analyst Tulip Lim.

S&P expects leverage will remain high at 8x by the end of 2015 and
remain over 6x for the next few years, supporting our financial
risk score of "highly leveraged."

The rating also reflects the company's narrow operating focus in a
fragmented and competitive market.  Additionally, it reflects some
integration risk related to adding an acquisition of this size.
These reasons are principally why we deem the company's business
risk profile to be "weak."

The outlook is stable, reflecting S&P's expectation that revenue
will continue to grow organically, that margins will be relatively
stable, and that the company will generate moderate discretionary
cash flow.

An upgrade is very unlikely given the company's high leverage and
would require the company to establish a more conservative
financial policy such that S&P become convinced that it would
sustain leverage below 5x.  This would require the company to
reduce debt by $600 million.

S&P could lower the rating if the company's organic growth
declined because of increasing competition or reimbursement
pressure or the company experiences problems integrating the two
companies such that discretionary cash flow generation would
become minimal.  This could occur if organic revenue were to
decline at a mid-single-digit rate or more and if the company's
EBITDA margin contracted by 150 basis points or more.


SSH HOLDINGS: Moody's Affirms 'B2' Corp. Credit Rating
------------------------------------------------------
Moody's Investors Service upgraded the rating on Spencer Gifts
LLC's and Spirit Halloween Superstores LLC's proposed senior
secured term loan to B1 from B2 following the company's
announcement of a change in its proposed financing structure.
Moody's also affirmed SSH Holdings, Inc.'s ("Spencer") B2
Corporate Family Rating, B2-PD Probability of Default Rating, and
Caa1 rating on its outstanding HoldCo PIK toggle ("HoldCo") notes.
The rating outlook remains stable.

The upgrade reflects the support provided by the remaining $130-
$135 million HoldCo notes, as compared to the original structure,
which contemplated fully redeeming them. The change in the
proposed financing does not materially affect total debt, and
modestly raises pro-forma interest expense. The term loan
decreases to $225 million from the originally proposed $360
million, and only $30-$35 million of the HoldCo notes will be
redeemed, compared to the full $165 million repayment originally
planned.

Rating actions:

Issuer: SSH Holdings, Inc.

Corporate Family Rating, affirmed at B2

Probability of Default Rating, affirmed at B2-PD

HoldCo PIK toggle notes due 2018, affirmed at Caa1 (LGD 6, from
LGD 5)

Stable outlook

Issuer: Spencer Gifts LLC and Spirit Halloween Superstores LLC

Proposed $225 million senior secured term loan due 2021,
upgraded to B1 (LGD 3) from B2 (LGD 4)

The ratings are subject to receipt and review of final
documentation. The existing senior secured notes rating will be
withdrawn following the close of the transaction.

Ratings Rationale

Spencer's B2 Corporate Family Rating considers the company's high
pro-forma lease-adjusted leverage in the low 6.0 times and
aggressive financial policies including a history of debt-financed
shareholder distributions. The rating also reflects Spencer's
limited scale, significant reliance on the Halloween season, and
highly discretionary product offerings at the Spencer's segment,
which appeal primarily to a narrow demographic of 18-24 year olds.
The company's track record of consistent and stable earnings
growth, as well as its good liquidity profile, provide key support
to the rating.

The stable outlook incorporates Moody's expectation for modest
revenue growth and stable operating margin of about 12%-12.5%
(Moody's-adjusted), as well as good near-term liquidity.

The ratings could be downgraded if Spencer's new store openings
underperform historical trends, if debt/EBITDA is sustained above
6.0 times or EBITA/interest below 1.5 times, or if liquidity
materially erodes for any reason. In addition, the term loan
rating may be downgraded to B2 if the amount of cushion provided
by the HoldCo PIK Toggle notes materially decreases.

Ratings could be upgraded if Spencer demonstrates the ability and
willingness to achieve and sustain debt/EBITDA of 5.0 times or
lower, and EBITA/interest expense above 2.0 times. However, any
upgrade would likely be limited to one notch as a result of the
company's aggressive policies regarding debt financed shareholder
distributions.

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

SSH Holdings, Inc. ("Spencer"), headquartered in Egg Harbor, NJ,
is a specialty retailer primarily operating under two brands:
Spencer's and Spirit Halloween ("Spirit"). The company operated
649 Spencer's and 1,052 Spirit stores during the twelve months
ended May 3, 2014, and generated revenue of approximately $707
million. Spencer is owned principally by senior management
(approximately 72%) and ACON Investments (approximately 25%).


SSH HOLDINGS: S&P Retains 'B' Corp Credit Rating, Stable Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Spencer Spirit Holdings Inc.'s senior secured term loan to '3'
from '4', which does not result in a change to the 'B' issue-level
rating.  The 'B' corporate credit rating and stable outlook on the
company remain unchanged.

The higher '3' recovery rating on this debt indicates S&P's
expectation for meaningful (50%-70%) recovery in the event of a
payment default.  It also reflects a revision of the term loan
amount to $225 million from the $360 million originally announced
in June, resulting in lower senior secured debt outstanding at the
time of S&P's simulated bankruptcy.

The company will use proceeds to redeem its $175 million of 11%
senior secured notes as well as pay tender and call premiums and
related fees and expenses.  It will also redeem only about $30
million of 9% PIK toggle holdco senior notes, downsized from the
$165 million originally anticipated.  This results in slightly
worse interest coverage in the low-3.0x range, compared with the
mid-3.0x S&P originally anticipated, though leverage remains in
the high-4.0x range.  These credit metrics remain in line with an
"aggressive" financial risk assessment.

RATINGS LIST

SSH Holdings Inc. d/b/a Spencer Spirit
Spencer Spirit Holdings Inc.
Corporate Credit Rating            B/Stable/--

Recovery Rating Revised
                                    To          From
Spencer Spirit Holdings Inc.
Spencer Gifts LLC
Spirit Halloween Superstores LLC
Senior secured term loan           B           B
   Recovery Rating                  3           4


SOURCE HOME: Unveils $24-Mil. Bid For Sale Rack Biz
---------------------------------------------------
Law360 reported that bankrupt magazine wholesaler Source Home
Entertainment LLC proposed an auction process for its profitable
manufacturing arm anchored by a $24 million credit bid from senior
secured term lenders that include funds managed by its top equity
holder.  According to the Law360 report, the debtor made good on
its pledge to pursue a going-concern sale of its retail magazine
display manufacturing business by asking the Delaware bankruptcy
court to authorize sale procedures connected to the stalking-horse
bid.

Source is shooting for a Sept. 8 auction date for the point-of-
sale business, with qualified bids due in late August, the motion
said, Law360 related.  U.S. Bankruptcy Judge Kevin Gross will
convene a hearing on July 21 to consider approval of the proposed
bidding procedures, Bill Rochelle, the bankruptcy columnist for
Bloomberg News, reported.  If approved, prospective buyers must
submit preliminary competing offers by Aug. 15, with final bids by
Aug. 22, an auction on Sept. 8 and a hearing to approve the sale
on Sept. 11, Mr. Rochelle said.

The purchasers are prepetition secured lenders who will forfeit
$24 million of the $52 million they sank into the debtor under a
term loan administered by Cortland Capital Market Services LLC,
the stalking horse bidder, Law360 further related.  Cortland's bid
expires on Oct. 21 if the sale isn't completed by that date, Mr.
Rochelle noted.

                 About Source Home Entertainment
                       and Source Interlink

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

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

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

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


SUN BANCORP: Files Copy of the Purchase Pact with Sturdy Savings
----------------------------------------------------------------
Sun National Bank, a wholly-owned banking subsidiary of Sun
Bancorp, Inc., on July 2, 2014, entered into a purchase and
assumption agreement with Sturdy Savings Bank, pursuant to which
the Bank agreed to sell certain assets and assume certain
liabilities relating to the Bank's six offices in Cape May County,
New Jersey, and one office in Atlantic County, New Jersey.  The
assets include approximately $64 million in loans and the
liabilities include deposits of more than $180 million as of
May 31, 2014.  The Agreement provides for a purchase price equal
to the sum of a deposit premium of 8.7655%, the aggregate net book
value of the loans, and accrued interest on the loans acquired.

The Agreement contains certain customary representations,
warranties, indemnities and covenants of the parties, and is
subject to termination in certain circumstances.  The transaction
is expected to be completed during the first quarter of 2015,
subject to regulatory approvals and customary closing conditions.

A full-text copy of the Purchase and Assumption Agreement, dated
as of July 2, 2014, between Sun National Bank and Sturdy Savings
Bank is available for free at http://is.gd/PfLTKm

             T. O'Brien Appointed Director, Pres. and CEO

As disclosed in the Form 8-K of Sun Bancorp filed on April 2,
2014, the Company and Sun National Bank, the Company's wholly-
owned subsidiary, previously agreed to hire Mr. Thomas M. O'Brien,
subject to the prior receipt of regulatory non-objections from the
Federal Reserve Bank and the Office of the Comptroller of the
Currency to appointing Mr. O'Brien as president and CEO and a
director of the Company and the Bank.  The Company amended the
Form 8-K to report the receipt of those Regulatory Non-Objections
and Mr. O'Brien's appointment as president and chief executive
officer and director of the Company and the Bank.

On July 2, 2014, following the receipt of the official Regulatory
Non-Objections, the Boards of Directors of the Company and the
Bank elected Thomas M. O'Brien as a director and appointed him as
president and chief executive officer of the Company and the Bank.
Mr. O'Brien was also appointed to the executive committee of the
Company's Board of Directors on that date.

On April 2, 2014, Mr. O'Brien completed the purchase of 301,205
shares of Company common stock with an aggregate purchase price of
$1 million, entitling him to receive the award of Matching Shares
of restricted stock by the Company in an amount equal to 1.5
shares of Company common stock for each share he purchased, or
451,807 shares, effective with the commencement of his employment
on July 2, 2014, which such shares are subject to vesting at the
rate of 1/3 after two years from the date of such award and 1/3
annually thereafter.  Upon commencement of Mr. O'Brien's
employment with the Company, the grant date fair value of the
Matching Shares was $1.8 million.

In addition, Mr. O'Brien was granted the initial option to
purchase 500,000 shares of Common Stock with an exercise price
equal to the fair market value of the Common Stock underlying the
Initial Option on the date of grant (which was $4.09 per share).
Subject to certain exceptions, the Initial Option will vest at the
rate of 100% on the date that is two years following the date Mr.
O'Brien commenced his employment.

Effective on April 1, 2014, Mr. O'Brien was engaged to provide
consulting services to the Board of Directors of the Bank for a
bi-weekly retainer of $26,923, which arrangement ended on July 2,
2014, upon the commencement of his employment as president and
chief executive officer.  Mr. O'Brien received a total of $177,692
in compensation for serving in the role as a consultant for the
period from April 1, 2014, through July 1, 2014.

                        About Sun Bancorp

Sun Bancorp, Inc. (NASDAQ: SNBC) is a bank holding company
headquartered in Vineland, New Jersey, with its executive offices
located in Mt. Laurel, New Jersey.  Its primary subsidiary is Sun
National Bank, a full service commercial bank serving customers
through more than 60 locations in New Jersey.

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.

Sun Bancorp reported a net loss available to common shareholders
of $9.94 million in 2013, a net loss available to common
shareholders of $50.49 million in 2012, and a net loss available
to common shareholders of $67.50 million in 2011.  The Company's
balance sheet at March 31, 2014, showed $3.03 billion in total
assets, $2.78 billion in total liabilities and $248.89 million in
total shareholders' equity.


SUN PRODUCTS: Moody's Lowers Corporate Family Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service downgraded ratings of Sun Products
Corporation, including its Corporate Family Rating (CFR) to B3
from B2, Probability of Default Rating to B3-PD from B2-PD and
senior unsecured debt rating to Caa2 from Caa1. The senior secured
bank credit facility rating was affirmed at B1. The rating outlook
remains negative.

The rating downgrades reflects recent deterioration in the
company's credit metrics due to heavy competition in the laundry
care category that will likely cause financial leverage to remain
above the 6.5x debt/EBITDA threshold for at least several
quarters, after over a year above the threshold. The negative
outlook reflects intensifying promotional activity in recent
months in the value laundry detergent sub-segment that could lead
to further deterioration of the company's operating performance
and liquidity profile.

Rating Rationale

Sun Products' B3 Corporate Family Rating (CFR) reflects the
company's high financial leverage and business concentration in
the intensely price-competitive domestic laundry industry that is
led by larger, more diversified and better capitalized competitors
than Sun Products. The company's significant retailer
concentration for its private label and branded laundry care
products, and limited geographic diversity outside the U.S. adds
additional risks. The rating is supported by the company's large
scale and stable market positions in US laundry and dish care
products. Event risk is higher-than average based on Sun Products'
control by private equity sponsor Vestar Capital Partners that is
motivated to retire the $262 million remaining of 10% preferred
stock issued to Unilever in 2008 when it formed the company in a
merger with Unilever's North American Fabric Care business.

Moody's took the following specific actions on Sun Products
Corporation:

Ratings Downgraded:

  Corporate Family Rating to B3 from B2

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

  Senior Unsecured Regular Bond/Debenture to Caa2, LGD5 from
  Caa1, LGD5

Ratings Affirmed:

  Senior Secured Bank Credit Facility at B1, LGD3

  The outlook is Negative.

The laundry category continues to experience increased promotional
activity as the leading players -- including Procter & Gamble
Company (Aa3 stable) and Church and Dwight (Baa1 stable) -- have
competed aggressively for increasingly cost-conscious consumers,
some of whom have traded down from premium to value-priced laundry
detergents. Sun Products will likely need to reinvest much of
recently achieved cost savings into price promotions and product
innovation to protect its market share and maintain production
efficiency.

Sun Products has recently closed the plant in Baltimore, Maryland
and moved the production to Bowling Green, Kentucky to drive down
costs. The company has also outsourced its warehouse capabilities
to a third party as well as optimized some of its selling and
administrative expenses.

Sun Products could be downgraded if operating performance
deteriorates further such that the company is unable to reduce
debt/EBITDA below 8x or generate positive free cash flow.
Acquisitions, shareholder distributions or liquidity deterioration
could also lead to a downgrade. An upgrade is unlikely in the
foreseeable future; however, if Sun Products stabilizes revenue
and earnings, generates positive free cash flow, and reduces debt-
to-EBITDA below 6.5x, the ratings could be upgraded.

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

The Sun Products Corporation (Sun Products), based in Wilton,
Connecticut, is a provider of moderately priced owned (roughly 65%
of revenue) and store-brand (35%) laundry detergents, fabric
softeners and related household care products in the North America
market. Significant brands include 'all, Snuggle, Sun Wisk,
Sunlight (Canada), and Surf. The company is also the largest
private label manufacturer of laundry care products in North
America. Sun Products' parent company, Spotless Group Holding, LLC
is controlled by affiliates of Vestar Capital Partners. Sun
Products' sales for the 12 months ended March 2014 were
approximately $1.7 billion.


TACTICAL INTERMEDIATE: Proposes Aug. 22 Auction for Massif Assets
-----------------------------------------------------------------
Tactical Intermediate Holdings, Inc., and its affiliated debtors
filed proposed bidding procedures in connection with the sale of
substantially all of the operating assets of debtor Massif
Mountain Gear Company, LLC, pursuant to 11 U.S.C. Sec. 363.  The
Debtors filed a separate motion seeking approval of a stalking
horse purchase agreement with Massif Apparel Enterprises, LLC,
which has agreed to purchase the Massif assets for $13 million,
absent higher and better offers.

Massif Apparel, an entity formed by Sun Capital Partners Group V
LLC, is offering $13 million, comprised of an $8 million cash
purchase price together with adjustments plus a $5 million
contingency payment for Massif's assets.

In addition, the proposed purchaser will assume certain contracts.
As a result of the assumption, a vast amount of Massif's creditors
will be satisfied in full.

The stalking horse purchase agreement -- SHPA -- requires a
closing of the sale by Sept. 21, 2014.  The SHPA provides that
avoidance actions against trade vendors of Massif, counterparties
to all assumed contracts and current employees of Massif are being
sold to the stalking horse purchaser.

The Debtors seek to expose the SHPA and the assets for competitive
bidding through an auction.  The Debtors propose these timeline
and procedures:

  -- There will be a hearing on the proposed bidding procedures
     by July 31, 2014;

  -- To participate in the action, interested parties must submit
     bids by Aug. 19, 2014 at 12 noon, which bids must provide
     for a minimum overbid of at least $700,000;

  -- If qualified bids are received by the bid deadline, an
     auction will be conducted on Aug. 22, 2014, which auction
     will select a successful bidder and a back-up bidder;

  -- A sale hearing will be conducted by Aug. 25, 2014;

  -- Closing of the sale will occur by Sept. 12, 2014;

  -- The stalking horse will receive bid protections in the form
     of a break-up fee of $350,000 (equal to 2.7% of the cash
     consideration) and expense reimbursement of out-of-pocket
     expenses of up to $250,000; and

  -- There are no restrictions on credit bids under the proposed
     sale.

A copy of the SHPA filed together with the sale motion is
available for free at:

            http://bankrupt.com/misc/Tactical_Massif_SPA.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 Prime Clerk LLC 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.


TELEXFREE LLC: President Seeks to Free Frozen Funds
---------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that
lawyers for James Merrill, the president and co-owner of TelexFree
LLC who is under house arrest awaiting trial on fraud charges, are
requesting the release of more than $4 million from frozen bank
accounts to fund his legal defense.  According to the report, Mr.
Merrill, 53 years old, and his partner, who authorities say fled
to Brazil, stand accused of running a massive pyramid scheme and
face criminal wire-fraud charges in Massachusetts, where their
now-bankrupt company is based.

In papers filed with the U.S. District Court in Worcester, Mass.,
defense attorneys said that based on the magnitude of the alleged
crime, the release of about $4.2 million held in four bank
accounts is essential to Mr. Merrill's ability to fully defend
himself, the report related.  In their request, defense attorneys
argued that the government, which has refused to return any of the
assets held in those accounts, couldn't establish probable cause
linking the money in the frozen accounts to criminal activity, the
report said.

                         About TelexFREE

TelexFREE -- http://www.TelexFREE.com-- is a telecommunications
business that uses multi-level marketing to assist in the
distribution of voice over internet protocol telephone services.
TelexFREE's retail VoIP product, 99TelexFREE, allows for unlimited
international calling to seventy countries for a flat monthly rate
of $49.90.  TelexFREE has over 700,000 associates or promoters
worldwide.

The company believes the sales of the 99TelexFREE product, the
TelexFREE "app," and other new products will ultimately prove
successful and profitable.  The company is struggling, however,
with several factors that required it to seek chapter 11
protection.  First, the Company experienced exponential growth in
revenue between 2012 and 2013 (from de minimus amounts to over
$1 billion), which put tremendous pressure on the Company's
financial, operational and management systems.  Second, although
the company revised its original compensation plan to promoters in
order to address certain questions that were raised regarding such
plan, the company believes that the plans need to be further
revised.  Finally, the trailing liabilities arising from the
original compensation plan are difficult to quantify and have
resulted in substantial asserted liabilities against the company,
a number of which may not be valid.

TelexFREE LLC and two affiliates sought bankruptcy protection
(Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014.

Alvarez & Marsal North America, LLC is serving as restructuring
advisor and Greenberg Traurig, LLP and Gordon Silver are serving
as legal advisors to TelexFREE.  Kurtzman Carson Consultants LLC
serves as claims and noticing agent.

TelexFREE, LLC, estimated $50 million to $100 million in assets
and $100 million to $500 million in liabilities.

TelexFREE is facing accusations of operating a $1 billion-plus
pyramid scheme.

In May, the Court approved the motion by the U.S. Securities &
Exchange Commission to transfer the venue of the Debtors' cases to
the U.S. Bankruptcy Court, District of Massachusetts (Bankr. D.
Mass. Case Nos. 14-40987, 14-40988 and 14-40989).  The Court
entered an order in relation to the venue transfer stating that
the cases remain jointly administered, and KCC will continue to
serve as claims processing agent.

The Debtors had opposed to the motion, stating that while the SEC
contends that the Massachusetts Bankruptcy Court is more
convenient for the SEC, the SEC has failed entirely to meet its
burden to show that the Massachusetts Bankruptcy Court is better
than the Nevada Bankruptcy Court for administration of the Chapter
11 Cases.  The Debtors chose the Nevada Bankruptcy Court because,
inter alia, TelexFREE Nevada, a Nevada entity, is a counter-party
to more than 700,000 contracts governed by Nevada law.


TODD-SOUNDELUX: Closed Permanently on July 10
---------------------------------------------
David S. Cohen, writing for Variety, reported that Todd Soundelux,
the post-production house with roots stretching back to the 1950s,
closed permanently July 10.

Leslie Cohen, Esq., the lawyer who was handling the company's
attempts to find a buyer, confirmed to Variety that the company
had shuttered.  According to Variety, Cohen said a buyer couldn't
be found fast enough to keep clients in place.

"We are working with a liquidator to sell the equipment," Cohen
said.  "We will also sell the Hollywood Edge sound library."

Todd-Soundelux, LLC, based in Hollywood, Calif., filed for Chapter
11 bankruptcy (Bankr. C.D. Calif. Case No. 14-19980) on May 21,
2014.  Judge Sandra R. Klein presides over the case.  Leslie A
Cohen, Esq., at Leslie Cohen Law PC, serves as the Debtor's
counsel.  In its petition, the Debtor estimated $1 million to $10
million in both assets and liabilities.  The petition was signed
by David F. Alfonso, chairman.

According to Variety, Todd-AO was founded to promote Mike Todd's
widescreen cinema format in the early 1950s.  The system was a
success but the company shifted into the sound business. Soundelux
was founded in 1982 by Lon Bender and Wylie Stateman. Liberty
Media purchased Soundelux in 1990 and Todd-AO in 2005, but the
companies spun off as part of CSS Studios in 2008.  Empire
Investment Holdings acquired CSS Studios in 2012 and the next year
CSS was renamed Todd Soundelux.


UNITEK GLOBAL: Fails to Comply with NASDAQ's $1 Bid Price Rule
--------------------------------------------------------------
UniTek Global Services, Inc., received a notice on July 2, 2014,
from The NASDAQ Stock Market LLC stating that the bid price of the
Company's common stock had closed below $1.00 per share for 30
consecutive business days and that, as a result, the Company no
longer meets the minimum bid price requirement for continued
listing on The NASDAQ Global Market, as set forth in NASDAQ
Listing Rule 5450(a)(1).

The notice states that the Company has 180 calendar days, or until
Dec. 29, 2014, to regain compliance with the rule.  Specifically,
if at any time before Dec. 29, 2014, the closing bid price of the
Company's common stock closes above $1.00 per share for a minimum
of 10 consecutive business days, but generally no more than 20
days, the NASDAQ staff will determine that the Company complies
with the minimum bid price requirement and the Company will be
provided with written confirmation of that compliance.  If the
Company has not achieved compliance by Dec. 29, 2014, it would be
eligible for an additional 180-day compliance period so long as
the Company satisfies the continued listing requirement for market
value of publicly held shares and all other requirements for
initial listing on The NASDAQ Global Market (but for bid price)
and if the Company provides written notice of its intention to
cure the bid price deficiency during the second compliance period.
If it appears to the NASDAQ staff that the Company will not be
able to cure the deficiency or if the Company is not otherwise
eligible for the time extension, the NASDAQ staff will provide the
Company with written notification that the Company's common stock
will be subject to delisting from The NASDAQ Global Market and, at
such time, the Company may appeal the delisting determination to a
Hearings Panel.

                    About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

UniTek Global reported a net loss of $52.07 million on $471.93
million of revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $77.73 million on $437.59 million of revenues
in 2012.  The Company's balance sheet at Dec. 31, 2013, showed
$270.54 million in total assets, $259.08 million in total
liabilities and $11.45 million in total stockholders' equity.

                        Bankruptcy Warning

"An event of default under either of our credit facilities could
result in, among other things, the acceleration and demand for
payment of all the principal and interest due and the foreclosure
on the collateral.  As a result of such a default or action
against collateral, we could be forced to enter into bankruptcy
proceedings, which may result in a partial or complete loss of
your investment," the Company said in the Annual Report for the
year ended Dec. 31, 2013.

                           *     *     *

In the Oct. 17, 2013, edition of the TCR, Moody's Investors
Service assigned a Caa2 Corporate Family Rating to UniTek Global
Services, Inc.  UniTek's Caa2 CFR reflects the company's high
interest burden, delay in filing 2013 quarterly reports with the
SEC, lower than anticipated future revenues from one of its main
customers, and need to address internal control weaknesses over
financial reporting as of December 31, 2012 as cited in the
company's Form 10-K for the year ended Dec. 31, 2012.

As reported by the TCR on Oct. 17, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Blue Bell,
Pa.-based UniTek Global Services Inc. to 'B-' from 'CCC'.  "The
ratings upgrade to 'B-' reflects our belief that the company
is no longer vulnerable and dependent on favorable developments to
meet its financial commitments over the next few years," said
Standard & Poor's credit analyst Michael Weinstein.


US COAL CORP: Wants Approval to Hire Nixon Peabody as Counsel
-------------------------------------------------------------
U.S. Coal Corporation and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the Eastern District of
Kentucky to employ Nixon Peabody LLP as counsel.

The Debtors propose to employ Nixon Peabody to serve as their
bankruptcy and restructuring counsel in these Chapter 11 cases,
and in particular to render these services:

   (a) advise the Debtors with respect to their powers and duties
       as debtors in possession in the continued operation of
       their business and the management of their properties;

   (b) advise the Debtors and take all necessary or appropriate
       actions at the Debtors' direction with respect to
       protecting and preserving the Debtors' estates, including
       the defense of any actions commenced against the Debtors,
       the negotiation of disputes in which the Debtors are
       involved, and the preparation of objections to claims
       filed against the Debtors' estates;

   (c) draft all necessary or appropriate motions, applications,
       answers, orders, reports, and other papers in connection
       with the administration of the Debtors' estates on behalf
       of the Debtors;

   (d) represent the Debtors in negotiations with all other
       creditors, and other parties in interest, including
       governmental authorities;

   (e) take all necessary or appropriate actions in connection
       with a plan or plans of reorganization and related
       disclosure statements and all related documents, and such
       further actions as may be required in connection with the
       administration of the Debtors' estates;

   (f) perform for, and advise the Debtors as to, all other
       necessary legal services in connection with the Chapter 11
       cases, including, without limitation, any general
       corporate legal services;

   (g) represent the Debtors on matters relating to the
       assumption or rejection of executor contracts and
       unexpired leases;

   (h) advise the Debtors with respect to general corporate, real
       estate, litigation, environmental, labor, regulatory, tax,
       and other legal matters which may arise during the
       pendency of these Cases; and

   (i) perform all other legal services that are necessary for
       the efficient and economic administration of these Cases;

Nixon Peabody will be paid at these hourly rates:

       Dennis J. Drebsky, Partner            $995
       Lee Harrington, Partner               $695
       Christopher M. Desiderio, Associate   $615
       Meghan K. McGuire, Associate          $420

Nixon Peabody will also be reimbursed for reasonable out-of-pocket
expenses incurred.

In addition, before the bankruptcy filing, the Debtors paid Nixon
Peabody a retainer in the amount of $225,000, of which -- after
giving effect to the application of a portion thereof for legal
fees and related expenses -- approximately $90,000 will be held as
an advance payment retainer and applied, to the extent allowed by
the Court, to the payment of fees for services rendered and the
reimbursement of expenses incurred by Nixon Peabody in the course
of these Chapter 11 cases.

Dennis J. Drebsky, partner of Nixon Peabody, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

Nixon Peabody can be reached at:

       Dennis J. Drebsky, Esq.
       NIXON PEABODY LLP
       437 Madison Avenue
       New York, NY 10022-7039
       Tel: (212) 940-3000
       Fax: (212) 940-3111
       E-mail: ddrebsky@nixonpeabody.com

Kolmar Americas, Inc., filed an involuntary Chapter 11 bankruptcy
petition for U.S. Coal Corporation (Bankr. E.D. Ky. Case No.
14-51461) in Lexington, Kentucky on June 10, 2014.

Bridgeport, Connecticut-based Kolmar says it is owed by Lexington-
based U.S. Coal roughly $1.36 million on account of a business
debt.

Kolmar sought and obtained dismissal of a duplicate involuntary
petition (Case No. 14-51460) on grounds that it was a duplicate
case.

Kolmar is represented by Daniel I. Waxman, Esq., at Wyatt, Tarrant
& Combs, LLP, in Lexington, Kentucky.

Chief Judge Tracey N. Wise presides over the case.


US COAL CORP: Hires DelCotto Law Group as Local Counsel
-------------------------------------------------------
U.S. Coal Corporation and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the Eastern District of
Kentucky to employ DelCotto Law Group PLLC as its general local
bankruptcy counsel.

The Debtors require DelCotto Law to:

   (a) take all necessary action to protect and preserve the
       Estates of the Debtors and U.S. Coal, including the
       prosecution of actions on the Debtors' and U.S. Coal's
       behalf, the defense of any actions commenced against the
       Debtors and U.S. Coal, negotiations concerning all
       litigation in which the Debtors and U.S. Coal are
       involved, and objections to claims filed against the
       Estates;

   (b) prepare on behalf of the Debtors and U.S. Coal, as Debtors
       in Possession, necessary motions, applications, schedules,
       statements, answers, orders, reports, and papers in
       connection with the administration of the Estates herein;

   (c) negotiate and prepare on behalf of the Debtors and U.S.
       Coal, a plan or plans of reorganization and all related
       documents; and

   (d) perform all other necessary legal services in connection
       with the Debtors' and U.S. Coal's Chapter 11 cases.

DelCotto Law has received $100,996.35 for services rendered and
expenses incurred prior the filing of the Subsidiary Answer.
DelCotto Law has applied the sum of $65,071.40 to the fees and
expenses incurred prior to the filing of the Subsidiary Answer,
and it holds the remaining balance of $35,924.95 in escrow.

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

Laura Day DelCotto, member of DelCotto Law, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

DelCotto Law can be reached at:

       Laura Day DelCotto, Esq.
       DELCOTTO LAW GROUP PLLC
       200 North Upper Street
       Lexington, KY 40507
       Tel: (859) 231-5800
       Fax: (859) 281-1179
       E-mail: ldelcotto@dlgfirm.com

Kolmar Americas, Inc., filed an involuntary Chapter 11 bankruptcy
petition for U.S. Coal Corporation (Bankr. E.D. Ky. Case No.
14-51461) in Lexington, Kentucky on June 10, 2014.

Bridgeport, Connecticut-based Kolmar says it is owed by Lexington-
based U.S. Coal roughly $1.36 million on account of a business
debt.

Kolmar sought and obtained dismissal of a duplicate involuntary
petition (Case No. 14-51460) on grounds that it was a duplicate
case.

Kolmar is represented by Daniel I. Waxman, Esq., at Wyatt, Tarrant
& Combs, LLP, in Lexington, Kentucky.

Chief Judge Tracey N. Wise presides over the case.


US COAL CORP: Taps GlassRatner Advisory as Financial Advisor
------------------------------------------------------------
U.S. Coal Corporation and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the Eastern District of
Kentucky to employ GlassRatner Advisory & Capital Group as
financial advisor.

The Debtors require GlassRatner Advisory to:

   (a) assist the Debtors with the preparation and submission of
       Financial information to the United States Trustee for the
       Eastern District of Kentucky and Bankruptcy Court;

   (b) assist the Debtors in their communication with and
       dissemination of financial information to secured and
       unsecured creditors;

   (c) assist the Debtors in the preparation of customary
       reporting for Chapter 11 debtors, including monthly
       operating reports;

   (d) assist the Debtors in the analysis and preparation of
       weekly compliance reporting in connection with potential
       DIP loan financing and cash collateral requirements;

   (e) review financial aspects of motions and responses thereto
       for accuracy;

   (f) prepare alternative liquidation analyses;

   (g) assist in the preparation of business plans to be utilized
       as the basis for a plan of reorganization;

   (h) identify and analyze potential avoidance action claims;

   (i) assist the Debtors in the claim estimation and resolution
       process;

   (j) assist the Debtors in the evaluation of potential
       reorganization scenarios and in the preparation of
       documents and analyses needed for the plan confirmation
       process;

   (k) attend meetings and conducting telephone calls with
       management, counsel and other parties, as necessary; and

   (l) perform other services as requested by the Debtors.

GlassRatner Advisory has done work for the Debtors since March 25,
2014, and received payment for that work through May 30, 2014, of
approximately $393,099.40. In addition, GlassRatner Advisory has
performed work for the Debtors for the period from May 31, 2014
through June 8, 2014, the value of which is $61,267.67 that will
be credited against a $100,000 retainer obtained by GlassRatner
for its post-petition work.

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

Evan Blum, principal of GlassRatner Advisory, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

GlassRatner Advisory can be reached at:

       Evan Blum
       GLASSRATNER ADVISORY & CAPITAL GROUP
       One Grand Central Place
       60 East 42nd Street, Suite 1062
       New York, NY 10165
       Tel: (212) 922-2108
       Fax: (212) 845-9772
       E-mail: eblum@glassratner.com

Kolmar Americas, Inc., filed an involuntary Chapter 11 bankruptcy
petition for U.S. Coal Corporation (Bankr. E.D. Ky. Case No.
14-51461) in Lexington, Kentucky on June 10, 2014.

Bridgeport, Connecticut-based Kolmar says it is owed by Lexington-
based U.S. Coal roughly $1.36 million on account of a business
debt.

Kolmar sought and obtained dismissal of a duplicate involuntary
petition (Case No. 14-51460) on grounds that it was a duplicate
case.

Kolmar is represented by Daniel I. Waxman, Esq., at Wyatt, Tarrant
& Combs, LLP, in Lexington, Kentucky.

Chief Judge Tracey N. Wise presides over the case.


US COAL CORP: Hires Epiq Bankruptcy as Claims & Noticing Agent
--------------------------------------------------------------
U.S. Coal Corporation and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the Eastern District of
Kentucky to employ Epiq Bankruptcy Solutions, LLC as claims,
noticing, and balloting agent.

The Debtors requires Epiq Bankruptcy to provide, among other
things, the following tasks:

   (a) noticing;

   (b) preparation of Schedules and Statements;

   (c) claims management;

   (d) balloting and tabulation;

   (e) call center; and

   (f) virtual dataroom.

Prior to the Relief Dates, the Debtors provided Epiq Bankruptcy a
retainer in the amount of $15,000.  The Debtors and U.S. Coal
request that the Court authorize Epic to apply the Retainer to all
fees, costs, and expenses incurred pursuant to the Services
Agreement.

Epiq Bankruptcy will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Todd W. Wuertz, director of Consulting Services at Epiq
Bankruptcy, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.

Epiq Bankruptcy can be reached at:

       Todd W. Wuertz
       EPIQ BANKRUPTCY SOLUTIONS, LLC
       2029 Century Park East, Suite 920
       Los Angeles, CA 90067
       Tel: (310) 567-3383
       E-mail: twuertz@epiqsystems.com

Kolmar Americas, Inc., filed an involuntary Chapter 11 bankruptcy
petition for U.S. Coal Corporation (Bankr. E.D. Ky. Case No.
14-51461) in Lexington, Kentucky on June 10, 2014.

Bridgeport, Connecticut-based Kolmar says it is owed by Lexington-
based U.S. Coal roughly $1.36 million on account of a business
debt.

Kolmar sought and obtained dismissal of a duplicate involuntary
petition (Case No. 14-51460) on grounds that it was a duplicate
case.

Kolmar is represented by Daniel I. Waxman, Esq., at Wyatt, Tarrant
& Combs, LLP, in Lexington, Kentucky.

Chief Judge Tracey N. Wise presides over the case.


USEC INC: Plan Confirmation Hearing Set for Sept. 5
---------------------------------------------------
A hearing to consider confirmation of USEC Inc.'s Plan of
Reorganization will be held on Sept. 5, 2014 at 1:00 p.m. (Eastern
Time) before the Honorable Christopher S. Sontchi, Judge of the
U.S. Bankruptcy Court for the District of Delaware.  Objections to
the confirmation must be filed no later than Aug. 22.

Judge Sontchi approved the disclosure statement explaining USEC's
Plan on July 7, which allowed the Debtor to solicit acceptances of
the Plan.  A full-text copy of the Disclosure Statement dated
July 11 is available at http://bankrupt.com/misc/USECds0711.pdf

                          About USEC Inc.

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

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


VERINT SYSTEMS: Moody's Raises Corporate Family Rating to 'Ba3'
---------------------------------------------------------------
Moody's upgraded Verint Systems Inc.'s corporate family rating to
Ba3 from B1, its probability of default rating to Ba3-PD from B1-
PD and its senior secured loan ratings to Ba2 from B1. The
upgrades were driven by Verint's recent equity and convertible
debt issuance and subsequent secured debt paydown. The speculative
grade liquidity rating was also revised to SGL-1 from SGL-2. This
concludes the review that was initiated on June 11, 2014 when
Verint announced its intention to issue new equity. The ratings
outlook is stable.

Ratings Rationale

The corporate family rating upgrade to Ba3 reflects the reduced
leverage as a result of the equity offering and subsequent debt
paydown. As a result of the debt paydown, debt to EBITDA reduced
to approximately 4.2x from 5.3x (based on April 2014 results and
pro forma for a full year of the KANA acquisition). The Ba3
corporate family rating also reflects the expectation of continued
growth in revenues, EBITDA and free cash flow. Verint is expected
to generate $1.1 billion in revenues in Fiscal 2015 (up from
approximately $700 million in fiscal 2010). While the company can
de-lever further over the next year if it uses its strong free
cash flow to further pay down debt, Verint is acquisitive and cash
flow (and potentially additional debt) will likely be used for
further acquisitions.

The Ba3 rating also considers Verint's strong market positions in
the workforce optimization software industry and video and
communications security systems industries. The strong positions
are bolstered by Verint's expertise in software that analyzes
unstructured data (i.e. conversations, chat, email, video etc.)
and their development of analytic software tools for specific
industries.

The ratings could face upward pressure if the company continues to
grow organically and sustains leverage under 3.5x. The ratings
could be downgraded if leverage exceeds 4.5x or free cash flow to
debt is less than 15% on other than a temporary basis.

Liquidity as reflected in the SGL-1 rating is very good based on
cash balances of $187 million as of April 2014, an expectation of
free cash flow of over $175 million and an undrawn $300 million
revolver.

The upgrade in the first lien debt ratings to Ba2 from B1 reflect
the pay-down of approximately $630 million in first lien debt from
proceeds of the recent equity and convertible debt (unrated)
offerings and its improved relative position in the capital
structure.

Upgrades:

Issuer: Verint Systems Inc.

Corporate Family Rating, Upgraded to Ba3 from B1

Probability of Default Rating, Upgraded to Ba3-PD from B1-PD

Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2

Senior Secured Bank Facilities -- various maturities, Upgraded
to Ba2 from B1, LGD2, 29 % from a range of LGD3, 49 %

Outlook, Changed to Stable From Rating Under Review

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

Verint Systems Inc., headquartered in Melville, NY, is a leading
provider of analytic software and related products for the
workforce optimization and communications and security
intelligence markets. Verint had revenues of $960 million for the
twelve months ended April 30, 2014.


WATERFALL INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: The Waterfall, Inc.
           dba The Porter House
        125 Kinderkamack Road
        Montvale, NJ 07645

Case No.: 14-24262


Chapter 11 Petition Date: July 11, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Hon. Donald H. Steckroth

Debtor's Counsel: John O'Boyle, Esq.
                  NORGAARD O'BOYLE
                  184 Grand Ave
                  Englewood, NJ 07631
                  Tel: (201) 871-1333
                  Fax: (201) 871-3161
                  Email: joboyle@norgaardfirm.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Fintan Seeley, president.

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


WELLNESS INT'L: Supreme Court May Cut Federal Magistrate Powers
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court on July 1 agreed to decide
whether the powers of life-tenured federal district judges can be
exercised with the parties' consent by bankruptcy judges or
magistrate judges who aren't confirmed by the Senate and don't
have life tenure.

According to Mr. Rochelle, the Supreme Court ducked that issue in
June when the justices unanimously decided Executive Benefits v.
Arkison and ruled there is no gap in a bankruptcy statute, thus
allowing bankruptcy judges to decide state law-based cases
preliminarily.  A case from the U.S. Court of Appeals in Chicago
called Wellness International Network Ltd. v. Sharif involved
issues similar to Executive Benefits, Mr. Rochelle said.  In that
case, the Seventh Circuit ruled in August that the right to a
decision by a life-tenured judge can't be waived, Mr. Rochelle
added.

On July 1, the Supreme Court decided to hear Wellness
International and decide three questions: (1) Can the powers of
life-tenured judges be exercised by bankruptcy judges with the
parties' consent? (2) Can consent be implied? and (3) If the
case involves a subsidiary issue of state property law, is the
bankruptcy court divested of power to make final decisions?

The case in the high court is Wellness International Network Ltd.
v. Sharif, 13-935, U.S. Supreme Court (Washington).


WINDSOR PETROLEUM: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                       Case No.
      ------                                       --------
      Windsor Petroleum Transport Corporation      14-11708
      PO Box HM 1593
      Par-la-Ville Place
      14 Par-la Ville Road
      Hamilton MH 08

      Windsor Holdings Limited                     14-11709
      Fort Anne, Douglas
      Isle of Man 1M1 5PD

      Buckingham Petro Limited                     14-11710

      Buckingham Shipping Plc                      14-11711

      Caernarfon Petro Limited                            -

      Caernarfon Shipping Plc                             -

      Sandringham Petro Limited                           -

      Sandringham Shipping Plc                            -

      Holyrood Petro Limited                              -

      Holyrood Shipping Plc                               -

Chapter 11 Petition Date: July 14, 2014

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

Debtors' Counsel: Pauline K. Morgan, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  Rodney Square
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: 302 571-6600
                  Fax: 302-571-1253
                  Email: bankfilings@ycst.com

Debtors'          AMA CAPITAL
Crisis
Managers:

Debtors'          PAUL J. LEAND, JR.
Chief
Restructuring
Officer:

                                   Estimated    Estimated
                                    Assets     Liabilities
                                   ---------   -------------
Windsor Petroleum Transport        $0-$50K     $100MM-$500MM
Windsor Holdings Limited           $0-$50K     $100MM-$500MM

The petitions were signed by John J. Reardon, president.

Consolidated  List of Debtors' nine Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Bank of New York Mellon              Bank Debt       $188,590,000
Attn: James Polcari
Vice President
Corporate Trust Corp. Finance
101 Barclay Street
New York, NY 10286
Tel: 212.815.2694
Fax: 212.815.5915
Email: james.polcari@bnymellon.com
Anthony Bausa
Email: anthony.bausa@bnymellon.com
Joseph Constantino
Email: joseph.constantino@bnymellon.com

Copy to:
Richard S. Lasker
Emmet, Marvin & Martin LLP
120 Broadway 32nd Floor
New York, NY 10271
Tel: 212-238-3066
Fax: 212-238-3100
Email: rlasker@emmetmarvin.com

Frontline, Ltd.                         Contract       $1,405,000
PO Box HM 1593
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton HM 08
Bermuda
Tel: + 1 441 295 69 35
Fax: + 1 441 295 34 94

Copy to:
Anthony Tu-Sukine
Seward & Kissel LLP
901 K Street N.W.
Washington, DC 20001
Fax: (202) 737-5184
Email: tu-sekine@sewkis.com

V. Ships UK Limited                     Contract       $1,135,000
8 Elliot Place
Glasgow G3 8EP
United Kingdom
Fax: +44 141 243 2436
Attn: Jim Brechin, Managing Director

SeaTeam Management Pte Limited            Contract      $335,000
10 Hoe Chiang Road
#19-03/04/05
Keppel Towers,
Singapore 089315
Fax +656631 9851
Attn: Alasdair Smith, Managing Director

BP Shipping Limited                       Contract      $148,312

Cains                                     Contract       $10,000

Isle of Man Ship Registry                 Registration    $5,000
                                          Fees

International Tankers Owners              Contact         $5,000
Pollution Federation Limited
(ITOPF)

Shiptech, Inc.                            Trade Debt      $3,200


ZOGENIX INC: Court Upholds Ruling to Stop Zohydro Restrictions
--------------------------------------------------------------
The U.S. District Court in Massachusetts issued on July 8, 2014,
an order upholding an injunction to stop restrictions on
prescribing Zogenix, Inc.'s Zohydro(R) ER (hydrocodone bitartrate)
Extended-Release Capsules, CII in Massachusetts.

As reported by the TCR on April 30, 2014, Zogenix previously filed
a lawsuit in the U.S. District Court in Massachusetts requesting
the court to grant a temporary restraining order against execution
of the executive order recently announced by Governor Deval
Patrick of the Commonwealth of Massachusetts, which prohibits the
prescribing and dispensing of the Company's prescription pain
product, ZohydroTM ER (hydrocodone bitartrate) extended-release
capsules, that was approved by the U.S. Food and Drug
Administration.  The lawsuit argues that the executive order is in
direct conflict with the authority of the FDA to determine on
behalf of the public whether a drug is safe and effective, and to
impose the measures necessary to ensure that the drug will be used
safely and appropriately.

                         About Zogenix Inc.

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

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

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


* NJ High Court Waives Conflicts in Pro Bono Bankruptcy Work
------------------------------------------------------------
Law360 reported that the Supreme Court of New Jersey said
attorneys who offer pro bono representation to indigent debtors in
bankruptcy proceedings do not create a conflict of interest if
their firm represents an impacted creditor in unrelated matters,
bolstering a state legal aid program.  According to the report,
New Jersey's high court ruled in favor of Volunteer Lawyers for
Justice, a legal services organization, and Lowenstein Sandler
LLP, which sought the court's review of a determination from the
court's Advisory Committee on Professional Ethics.  The ACPE said
attorneys for large firms like Lowenstein create improper
conflicts by handling pro bono bankruptcies for indigent debtors
with one or more creditors represented by the firm, even if the
creditor's other matters are unrelated, but the high court
reversed the ruling, the report related.

The case is In the Matter of Opinion No. 17-2012 of the Advisory
Committee on Professional Ethics, case number A-22-13, in the
Supreme Court of New Jersey.


* 5 American Families' Fortunes Following Bankruptcy
----------------------------------------------------
Forbes' Chloe Sorvino writes about five of the richest families in
America whose fortunes rebounded following their companies'
bankruptcies:

     -- Bucksbaum Family, once controlled shopping mall giant
General Growth Properties, saw their estimated worth dropped from
$2.2 billion to $300 million after the bankruptcy.  Now the family
is worth a combined $1.8 million;

     -- Haseotes Family, now worth $2.1 billion.  Their Cumberland
Farms filed for bankruptcy in 1992.

     -- Hunt Family, now worth $15 billion.  Brothers William
Herbert Hunt and Nelson Bunker Hunt were forced into bankruptcy
after silver prices crashed about 80% in 1980.  In the 1970s, the
Hunts owned about 195 million ounces of silver, or 60% of the U.S.
market.

     -- Fertitta Family, now worth $2.6 billion.  Brothers Frank
and Lorenzo own Station Casinos, which filed for bankruptcy in
2009 and emerged two years later.

     -- Hess Family, now worth $2.5 billion.  The Great Depression
forced a heating oil distribution firm into bankruptcy.  Son,
Leon, took over his father's company in 1933 and created Hess
Incorporated, transforming it into the iconic energy conglomerate
it is today.

A copy of the Forbes article is available at http://is.gd/5G8Brx


* Bankruptcy Filings Down 12% This Year After June Decline
----------------------------------------------------------
Bankruptcy filings in June continued their downward march, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported.
The almost 480,000 bankruptcies so far this year are 12 percent
fewer than the first half of 2014, Bloomberg said, citing data
compiled from court records by Epiq Systems Inc.

June's approximately 73,800 bankruptcies of all types represented
a 13.8 percent decline from May and a 7.5 percent drop from June
2013, the report related.  Commercial bankruptcies continued to
fall faster than consumer bankruptcies, with the 2,800 commercial
bankruptcies of all types in June were 12.4 percent below May and
15.2 percent fewer than June 2013, the report further related.


* Buyout Firms' Fees Come Under Review by Federal Regulators
------------------------------------------------------------
Mark Maremont and Mike Spector, writing for The Wall Street
Journal, reported that federal regulators are looking at
commissions that buyout firms receive for helping companies they
control get goods and services at discount prices, as part of a
stepped-up probe of private-equity fees.  According to the report,
at issue are millions of dollars received by private-equity firms
in exchange for steering their portfolio companies into so-called
group-purchasing programs, which use the portfolio's buying clout
to secure cut-rate prices on items as varied as coffee and
personal computers.

"Group-purchasing programs may present a conflict of interest" for
buyout firms, the Journal cited Igor Rozenblit, co-head of the
private fund unit at the SEC's Office of Compliance Inspections
and Examinations, as saying.  He said firms need to disclose "all
relevant facts, including whether or not the group-purchasing
program is a source of revenue for the PE manager," the Journal
further cited.


* Citi Settles Mortgage Securities Inquiry for $7 Billion
---------------------------------------------------------
Michael Corkery, writing for writing for The New York Times'
DealBook, reported that, Citigroup agreed to strike a $7 billion
deal with the U.S. Justice Department, which settlement involves
one of the largest cash penalties ever paid to settle a federal
inquiry into a bank suspected of mortgage misdeeds.

According to the report, another major component of the settlement
has little to do with troubled mortgages because part of the deal
is Citigroup's agreement to provide $180 million in financing to
build affordable rental housing.  The unusual arrangement, which
was outlined in the deal on July 14, underscores how difficult it
remains for Citigroup to shed its rocky past and how federal
prosecutors are getting creative in holding the nation's big banks
accountable for losses that crippled the global financial system
in 2008, the report said.


* HSBC to Pay $10 Million to Settle Foreclosure-Fee Case
--------------------------------------------------------
Michael Calia, writing for The Wall Street Journal, reported that
HSBC Holdings PLC's U.S. unit will pay $10 million to settle a
civil fraud case with U.S. authorities over alleged false claims
for foreclosure-related fees.  According to the report, the
Justice Department said HSBC admitted to misconduct for not
properly overseeing claims made by third-party providers of
foreclosure services, which the bank then submitted for
reimbursement.  Before 2011, the Justice Department said, HSBC
lacked adequate controls over fees and charges from outside
parties it then submitted to the Federal Housing Administration
for reimbursement, the Journal related.  HSBC also failed to
oversee the claims process, despite certifying to the agency that
it had, the Journal further related.


* Senators Seek Fair Treatment for Workers & Retirees in Bankr.
---------------------------------------------------------------
U.S. Senators Dick Durbin (D-IL), Tom Harkin (D-IA), Sheldon
Whitehouse (D-RI), Sherrod Brown (D-OH), and Al Franken (D-MN)
introduced legislation to curb abuses that deprive employees and
retirees of their earnings and retirement savings when businesses
collapse.  The Protecting Employees and Retirees in Business
Bankruptcies Act would make several changes to Chapter 11
bankruptcy law, putting workers' interests near the top when
companies file for bankruptcy.  A companion measure has been
introduced in the House of Representatives by House Judiciary
Committee Ranking Member John Conyers (D-MI).

"American workers and retirees who give their lives to a company
shouldn't take a back seat to creditors and executive bonuses when
their employer files bankruptcy," Senator Durbin said.  "This bill
ensures that if a company goes bankrupt, employees and retirees
will get fair treatment."

Corporate bankruptcies are nothing new to American workers. In too
many instances, workers' claims for compensation and benefits are
denied while executives' claims are given preferential treatment.
It is time for a more balanced and just approach.

"For too long, we've allowed needs of workers and retirees to take
a back seat to executives and creditors when a company
reorganizes.  The Protecting Employees and Retirees in Business
Bankruptcies Act would correct that by ensuring that workers and
retirees can mitigate their lost wages and retirements benefits,
by giving them more opportunities to recover unpaid wages and
benefits, and by ensuring that bankruptcy proceedings aren't
rigged to protect senior executives while company workers suffer,"
Senator Harkin said. "By passing this bill, we can ensure that all
Americans who work hard and play by the rules can count on the pay
and retirement benefits they earned."

"Too often employees and their families suffer the most when a
struggling company reorganizes in bankruptcy," said Senator
Whitehouse. "This important bill would help to ensure that workers
are treated fairly and that companies work to preserve jobs."

"When a company's bankruptcy filing means pink slips for skilled
workers and millions for ousted CEOs, something is very wrong,"
Senator Brown said. "This legislation would ensure that when a
company files for bankruptcy, it must place a priority on meeting
workers' claims for compensation and retirement benefits."

"When a company enters bankruptcy, employees shouldn't have to
fight for what they've earned while executives get to walk off
with huge bonuses," said Senator Franken. "We've seen our workers
lose out too many times, and that needs to change. I will press to
get this bill passed to help preserve jobs, pensions, and retiree
health care benefits."

"Companies, banks, and Wall Street speculators have for decades
used the bankruptcy system to break promises to American workers
and retirees and play recklessly with American jobs," said Leo
Gerard, International President of the United Steelworkers.
"Congress now has the opportunity to level the playing field for
working Americans by re-orienting the bankruptcy laws to allow
companies to reorganize responsibility while recognizing the
importance of maintaining jobs that lift workers into the middle
class and provide security and dignity in retirement."

The Protecting Employees and Retirees in Business Bankruptcies Act
will protect workers from losing out by:

Improving Recoveries for Employees and Retirees:

     * Increasing the amount of worker claims entitled to priority
payment for unpaid wages and contributions to employee benefit
plans up to $20,000;

     * Eliminating the difficult-to-prove restriction in current
law that wage and benefit claims must be earned within 180 days of
the bankruptcy filing in order to be entitled to priority payment;

     * Allowing employees to assert claims for losses in certain
defined contribution plans when such losses result from employer
fraud or breach of fiduciary duty;

     * Establishing a new priority administrative expense for
workers' severance pay; and

     * Clarifying that back pay awards for WARN Act damages are
entitled to the same priority as back pay for other legal
violations.

Reducing Employees' and Retirees' Losses:

     * Restricting the conditions under which collective
bargaining agreements and commitments to fund retiree pensions and
health benefits may be eliminated or adversely affected;

     * Preventing companies from singling out non-management
retirees for concessions;

     * Requiring a court to consider the impact a bidder's offer
to purchase a company's assets would have on maintaining existing
jobs and preserving retiree pension and health benefits; and

     * Clarifying that the principal purpose of Chapter 11
bankruptcy is the preservation of jobs to the maximum extent
possible

Restricting Excessive Executive Compensation Programs:

     * Requiring full disclosure and court approval of executive
compensation packages;

     * Restricting the payment of bonuses and other forms of
incentive compensation to senior officers and others; and

     * Ensuring that insiders cannot receive retiree benefits if
workers have lost their retirement or health benefits.

This bill is similar to bills Durbin has introduced in the last
two Congresses.


* Argentina Defaulted Noteholders Invited to Join Ad Hoc Group
--------------------------------------------------------------
Bingham McCutchen LLP on July 14 disclosed that holders of
defaulted notes issued by The Republic of Argentina, and not
exchanged in Argentina's 2005 or 2010 offers, have formed an Ad
Hoc Group.  The purpose of the Group is to advance its members'
rights in light of the equal treatment injunctions entered by the
United States District Court in New York, and related settlement
discussions that have reportedly commenced.  The Group's members
hold material amounts of these notes, including notes not issued
under New York law, and the Group continues to grow.  Interested
holders of these notes are invited to contact the Group quickly
through its legal advisor Bingham McCutchen LLP.

Contact details are as follows:

Bingham McCutchen LLP
399 Park Avenue
New York NY 10022
Attn:  Tim DeSieno
Email: tim.desieno@bingham.com
Tel: +1 212 705 7426

               - or -

Attn:  Bruce Wolfson
Email: bruce.wolfson@bingham.com
Tel: +1 212 705 7647


* Carl Marks Partners Among Global M&A Top 100 Professionals List
-----------------------------------------------------------------
Carl Marks Advisors, a consulting and investment banking advisor
to middle-market companies, on July 11 disclosed that partners,
Marc Pfefferle, Christopher Wu, and Evan Tomaskovic have been
recognized as part of the Global M&A Network's 2014 annual listing
of the Top 100 Restructuring & Turnaround Professionals.  The list
includes accomplished, influential, brilliant, and innovative
consultants, investment bankers, and lawyers, each of which has a
demonstrable track record.  In addition, Mr. Wu was named Middle
Market Restructuring Investment Banker.

This highly competitive and coveted list acknowledges individual
and firm-wide expertise, as well as compliments the firm's unique
capabilities, track record, and regional and global merit.

"It is a great honor to be recognized again by the Global M&A
Network for our successful client work across a diverse range of
transactions and industries," said Mr. Wu.  "Our clients are our
top priority, and as trusted advisors, we are dedicated to
delivering value and superior results in all of our engagements."

The Global M&A Network is a diversified information, digital
media, and professionals connecting company, exclusively serving
the mergers, acquisitions, alternative investing, restructuring,
and turnaround communities worldwide.  The company produces high-
caliber educational industry intelligence forums and prestigious
award programs.

                    About Carl Marks Advisors

Carl Marks Advisory Group LLC -- http://www.carlmarks.com? is  a
New York-based consulting and investment banking advisory firm
serving middle-market companies.  The firm provides an array of
financial and operational services, including mergers and
acquisitions advice, sourcing of capital, financial restructuring
plans, strategic business assessments, improvement plans and
interim management.

The award-winning firm was included in the Global M&A Network 2014
annual listing of the Top 100 Restructuring and Turnaround
Professionals; received the 2013 & 2014 Turnaround Atlas Awards'
Middle Market Restructuring Investment Banker of the Year; 2013
M&A Advisor's Sector Financing Deal of the Year (Real Estate); the
2013 Turnaround Atlas Awards' Healthcare Services Turnaround of
the Year and Mid Markets Restructuring Investment Bank of the
Year.

Securities are offered through Carl Marks Securities LLC, member
FINRA and SIPC.


* Upshot Services Hires Two New Senior Advisors
-----------------------------------------------
UpShot Services LLC on July 14 disclosed that it hired two new
senior advisors, Randall Reese and David Leamon, in an expansion
of the company's national presence in Chicago and New York.  Both
Messrs. Reese and Leamon bring significant industry expertise as
corporate restructuring professionals to UpShot's growing roster
of clients.

"The company has grown tremendously since we opened our doors two
years ago, and with that growth, we remain focused on providing
professional-level support and services to the numerous firms we
work with across the country," commented Robert Klamser, UpShot's
president & co-founder.  "Randy and David bring expertise and
insight to the UpShot Services team that will be invaluable to our
corporate restructuring clients in Chicago and New York, as well
as to the strategic growth of the company."

Mr. Reese will focus his efforts primarily on servicing the needs
of UpShot's clients in the Chicago region where he is based.
Randall founded Restructuring Concepts LLC where he has focused on
developing products and services using technology to make the
corporate restructuring process more efficient and effective.  He
brings an in-depth understanding of the law firm environment from
his experience as a senior associate in the corporate
restructuring group at Skadden, Arps, Slate, Meagher & Flom LLP.

Mr. Leamon is based in New York where he will work with UpShot's
clients throughout this region.  He brings more than 11 years of
experience in business turnarounds and bankruptcies to his new
role at UpShot Services.  Prior to starting his own legal firm in
2011, Leamon Legal, he was a senior associate in the financial
restructuring department at Cadwalader, Wickersham & Taft LLP in
New York.

                    About UpShot Services LLC

Headquartered in Denver, Colo., UpShot Services LLC --
http://www.upshotservices.com-- is a claims and noticing firm
founded by industry veterans who pioneered a new standard of
efficiency to serve the administrative needs of companies in
corporate bankruptcy.  UpShot helps debtors and their
professionals navigate the intricacies of claims, noticing,
balloting and other Chapter 11 milestones without the burden of
high administrative costs.  Its easy-to-use, scalable technology
and industry expertise enable corporate debtors and their
professionals to do more with less, with 24/7 support from
experienced experts at every stage of corporate restructuring.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                               Total
                                              Share-      Total
                                    Total   Holders'    Working
                                   Assets     Equity    Capital
  Company         Ticker             ($MM)      ($MM)      ($MM)
  -------         ------           ------   --------    -------
ABSOLUTE SOFTWRE  OU1 GR            118.9       (8.4)       1.0
ABSOLUTE SOFTWRE  ABT CN            118.9       (8.4)       1.0
ABSOLUTE SOFTWRE  ALSWF US          118.9       (8.4)       1.0
ACHAOGEN INC      AKAO US            13.8       (0.0)       2.1
ACTINIUM PHARMAC  ATNM US             6.6      (13.5)     (13.5)
ADVANCED EMISSIO  OXQ1 GR           106.4      (46.1)     (15.3)
ADVANCED EMISSIO  ADES US           106.4      (46.1)     (15.3)
ADVENT SOFTWARE   AXQ GR            452.2      (91.1)     (90.7)
ADVENT SOFTWARE   ADVS US           452.2      (91.1)     (90.7)
AEMETIS INC       AMTX US            99.4       (4.2)     (14.6)
AEROHIVE NETWORK  2NW GR             69.1       (5.2)      26.7
AEROHIVE NETWORK  HIVE US            69.1       (5.2)      26.7
AIR CANADA-CL A   ADH GR          9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A   ADH TH          9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A   AIDIF US        9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A   AC/A CN         9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL B   AIDEF US        9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL B   AC/B CN         9,964.0   (1,947.0)    (185.0)
ALDER BIOPHARMAC  ALDR1EUR EU        16.6      (37.2)      (8.4)
ALDER BIOPHARMAC  ALDR US            16.6      (37.2)      (8.4)
ALDER BIOPHARMAC  3A9 GR             16.6      (37.2)      (8.4)
ALLIANCE HEALTHC  AIQ US            465.3     (136.6)      59.5
AMC NETWORKS-A    AMCX US         3,484.7     (478.3)     642.3
AMC NETWORKS-A    9AC GR          3,484.7     (478.3)     642.3
AMER RESTAUR-LP   ICTPU US           33.5       (4.0)      (6.2)
AMYLIN PHARMACEU  AMLN US         1,998.7      (42.4)     263.0
AMYRIS INC        AMRS US           236.8     (112.5)      33.5
ANGIE'S LIST INC  ANGI US           124.3      (20.3)     (30.0)
ANGIE'S LIST INC  8AL TH            124.3      (20.3)     (30.0)
ANGIE'S LIST INC  8AL GR            124.3      (20.3)     (30.0)
ARRAY BIOPHARMA   ARRY US           135.2      (23.3)      72.2
ARRAY BIOPHARMA   AR2 TH            135.2      (23.3)      72.2
ASPEN AEROGELS I  ASPN US            88.2      (80.7)      (5.2)
ASPEN AEROGELS I  AP1 GR             88.2      (80.7)      (5.2)
AUTOZONE INC      AZO US          7,371.8   (1,808.2)  (1,016.1)
AUTOZONE INC      AZ5 GR          7,371.8   (1,808.2)  (1,016.1)
AUTOZONE INC      AZ5 TH          7,371.8   (1,808.2)  (1,016.1)
AXIM INTERNATION  AXIM US             0.1       (0.1)      (0.1)
BERRY PLASTICS G  BERY US         5,367.0     (135.0)     684.0
BERRY PLASTICS G  BP0 GR          5,367.0     (135.0)     684.0
BIOCRYST PHARM    BCRX US            43.4       (5.7)      22.0
BIOCRYST PHARM    BO1 GR             43.4       (5.7)      22.0
BIOCRYST PHARM    BO1 TH             43.4       (5.7)      22.0
BRP INC/CA-SUB V  BRPIF US        2,019.7      (17.0)     172.7
BRP INC/CA-SUB V  DOO CN          2,019.7      (17.0)     172.7
BRP INC/CA-SUB V  B15A GR         2,019.7      (17.0)     172.7
BURLINGTON STORE  BURL US         2,547.8     (136.3)     124.8
BURLINGTON STORE  BUI GR          2,547.8     (136.3)     124.8
CABLEVISION SY-A  CVC US          6,542.9   (5,210.9)     281.8
CABLEVISION SY-A  CVY GR          6,542.9   (5,210.9)     281.8
CABLEVISION-W/I   CVC-W US        6,542.9   (5,210.9)     281.8
CABLEVISION-W/I   8441293Q US     6,542.9   (5,210.9)     281.8
CAESARS ENTERTAI  CZR US         24,376.7   (2,276.8)     566.0
CAESARS ENTERTAI  C08 GR         24,376.7   (2,276.8)     566.0
CALLIDUS CAPITAL  CBL CN            444.5       (4.3)       -
CALLIDUS CAPITAL  28K GR            444.5       (4.3)       -
CANNABIS CAPITAL  CBCA US             0.0       (0.0)      (0.0)
CANNAVEST CORP    0VE GR             10.7       (0.2)      (1.3)
CANNAVEST CORP    CANV US            10.7       (0.2)      (1.3)
CAPMARK FINANCIA  CPMK US        20,085.1     (933.1)       -
CASELLA WASTE     CWST US           649.9       (8.5)     (18.9)
CC MEDIA-A        CCMO US        14,597.1   (9,128.0)     643.8
CENTENNIAL COMM   CYCL US         1,480.9     (925.9)     (52.1)
CENVEO INC        CVO US          1,206.8     (511.7)     145.0
CHOICE HOTELS     CZH GR            554.9     (454.6)     109.5
CHOICE HOTELS     CHH US            554.9     (454.6)     109.5
CIENA CORP        CIEN US         1,795.5      (80.8)     641.3
CIENA CORP        CIE1 GR         1,795.5      (80.8)     641.3
CIENA CORP        CIEN TE         1,795.5      (80.8)     641.3
CIENA CORP        CIE1 TH         1,795.5      (80.8)     641.3
CINCINNATI BELL   CBB US          2,101.5     (670.7)       7.7
CYNK TECHNOLOGY   CYNK US             -         (0.0)      (0.0)
DELEK LOGISTICS   DKL US            301.3       (4.1)      14.8
DELEK LOGISTICS   D6L GR            301.3       (4.1)      14.8
DEX MEDIA INC     DXM US          2,275.0     (782.0)     162.0
DIRECTV           DIG1 GR        22,520.0   (6,512.0)    (929.0)
DIRECTV           DTV US         22,520.0   (6,512.0)    (929.0)
DIRECTV           DTV CI         22,520.0   (6,512.0)    (929.0)
DOMINO'S PIZZA    DPZ US            524.3   (1,269.0)     113.5
DOMINO'S PIZZA    EZV GR            524.3   (1,269.0)     113.5
DOMINO'S PIZZA    EZV TH            524.3   (1,269.0)     113.5
DUN & BRADSTREET  DB5 GR          1,807.2   (1,061.9)     (85.5)
DUN & BRADSTREET  DNB US          1,807.2   (1,061.9)     (85.5)
EDGEN GROUP INC   EDG US            883.8       (0.8)     409.2
ELEVEN BIOTHERAP  EBIO US             5.1       (6.1)      (2.9)
EMPIRE RESORTS I  LHC1 GR            38.7      (14.0)     (14.6)
EMPIRE RESORTS I  NYNY US            38.7      (14.0)     (14.6)
EMPIRE STATE -ES  ESBA US         1,122.2      (31.6)    (925.9)
EMPIRE STATE-S60  OGCP US         1,122.2      (31.6)    (925.9)
FAIRPOINT COMMUN  FRP US          1,546.4     (338.8)      25.3
FAIRPOINT COMMUN  FONN GR         1,546.4     (338.8)      25.3
FERRELLGAS-LP     FGP US          1,589.9      (88.9)      89.0
FERRELLGAS-LP     FEG GR          1,589.9      (88.9)      89.0
FIVE9 INC         FIVN US            69.2       (9.0)      (1.9)
FIVE9 INC         1F9 GR             69.2       (9.0)      (1.9)
FREESCALE SEMICO  1FS TH          3,100.0   (3,851.0)   1,244.0
FREESCALE SEMICO  1FS GR          3,100.0   (3,851.0)   1,244.0
FREESCALE SEMICO  FSL US          3,100.0   (3,851.0)   1,244.0
GAMING AND LEISU  GLPI US         2,561.9      (68.0)     (44.7)
GAMING AND LEISU  2GL GR          2,561.9      (68.0)     (44.7)
GENCORP INC       GCY TH          1,675.6      (49.0)      86.7
GENCORP INC       GCY GR          1,675.6      (49.0)      86.7
GENCORP INC       GY US           1,675.6      (49.0)      86.7
GENTIVA HEALTH    GTIV US         1,234.9     (297.6)      99.2
GENTIVA HEALTH    GHT GR          1,234.9     (297.6)      99.2
GLG PARTNERS INC  GLG US            400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US          400.0     (285.6)     156.9
GLOBALSTAR INC    P8S GR          1,350.0      (74.3)     (97.3)
GLOBALSTAR INC    GSAT US         1,350.0      (74.3)     (97.3)
GLORI ENERGY INC  GLRI US             0.1       (0.0)       -
GOLD RESERVE INC  GRZ CN             21.5       (5.6)       1.2
GOLD RESERVE INC  GDRZF US           21.5       (5.6)       1.2
GRAHAM PACKAGING  GRM US          2,947.5     (520.8)     298.5
GTT COMMUNICATIO  GTT US            168.5       (0.1)     (25.3)
HCA HOLDINGS INC  HCA US         29,809.0   (6,467.0)   2,986.0
HCA HOLDINGS INC  2BH GR         29,809.0   (6,467.0)   2,986.0
HCA HOLDINGS INC  2BH TH         29,809.0   (6,467.0)   2,986.0
HD SUPPLY HOLDIN  HDS US          6,552.0     (750.0)   1,446.0
HD SUPPLY HOLDIN  5HD GR          6,552.0     (750.0)   1,446.0
HORIZON PHARMA I  HPM TH            299.1     (229.2)      93.2
HORIZON PHARMA I  HZNP US           299.1     (229.2)      93.2
HORIZON PHARMA I  HPM GR            299.1     (229.2)      93.2
HOVNANIAN ENT-A   HOV US          1,838.8     (462.5)   1,122.1
HOVNANIAN ENT-A   HO3 GR          1,838.8     (462.5)   1,122.1
HOVNANIAN ENT-B   HOVVB US        1,838.8     (462.5)   1,122.1
HOVNANIAN-A-WI    HOV-W US        1,838.8     (462.5)   1,122.1
HUGHES TELEMATIC  HUTCU US          110.2     (101.6)    (113.8)
HUGHES TELEMATIC  HUTC US           110.2     (101.6)    (113.8)
IMPRIVATA INC     I62 GR             35.6       (4.3)     (10.8)
IMPRIVATA INC     IMPR US            35.6       (4.3)     (10.8)
INCYTE CORP       ICY GR            666.8     (162.4)     474.2
INCYTE CORP       INCY US           666.8     (162.4)     474.2
INCYTE CORP       ICY TH            666.8     (162.4)     474.2
INFOR US INC      LWSN US         6,515.2     (555.7)    (303.6)
INTERCEPT PHARMA  ICPT US           141.9     (153.7)    (148.2)
INTERCEPT PHARMA  I4P TH            141.9     (153.7)    (148.2)
INTERCEPT PHARMA  I4P GR            141.9     (153.7)    (148.2)
IPCS INC          IPCS US           559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US           124.7      (64.8)       2.2
JUST ENERGY GROU  JE CN           1,642.6     (117.4)     221.0
JUST ENERGY GROU  1JE GR          1,642.6     (117.4)     221.0
JUST ENERGY GROU  JE US           1,642.6     (117.4)     221.0
KINAXIS INC       KXS CN             44.6      (70.4)      (6.4)
L BRANDS INC      LTD GR          6,663.0     (609.0)   1,070.0
L BRANDS INC      LTD TH          6,663.0     (609.0)   1,070.0
L BRANDS INC      LB US           6,663.0     (609.0)   1,070.0
LEAP WIRELESS     LEAP US         4,662.9     (125.1)     346.9
LEAP WIRELESS     LWI TH          4,662.9     (125.1)     346.9
LEAP WIRELESS     LWI GR          4,662.9     (125.1)     346.9
LEE ENTERPRISES   LE7 GR            797.3     (155.6)       0.8
LEE ENTERPRISES   LEE US            797.3     (155.6)       0.8
LORILLARD INC     LLV GR          3,912.0   (2,161.0)     897.0
LORILLARD INC     LLV TH          3,912.0   (2,161.0)     897.0
LORILLARD INC     LO US           3,912.0   (2,161.0)     897.0
LUMENPULSE INC    LMPLF US           29.4      (38.4)       3.5
LUMENPULSE INC    0L6 GR             29.4      (38.4)       3.5
LUMENPULSE INC    LMP CN             29.4      (38.4)       3.5
MARRIOTT INTL-A   MAQ GR          6,665.0   (1,625.0)  (1,031.0)
MARRIOTT INTL-A   MAQ TH          6,665.0   (1,625.0)  (1,031.0)
MARRIOTT INTL-A   MAR US          6,665.0   (1,625.0)  (1,031.0)
MDC PARTNERS-A    MDCA US         1,570.3      (94.1)    (218.7)
MDC PARTNERS-A    MD7A GR         1,570.3      (94.1)    (218.7)
MDC PARTNERS-A    MDZ/A CN        1,570.3      (94.1)    (218.7)
MERITOR INC       AID1 GR         2,531.0     (782.0)     298.0
MERITOR INC       MTOR US         2,531.0     (782.0)     298.0
MERRIMACK PHARMA  MACK US           165.0      (65.8)      81.9
MERRIMACK PHARMA  MP6 GR            165.0      (65.8)      81.9
MICHAELS COS INC  MIK US          1,716.0   (2,734.0)     493.0
MICHAELS COS INC  MIM GR          1,716.0   (2,734.0)     493.0
MONEYGRAM INTERN  MGI US          4,761.4      (39.5)     115.9
MORGANS HOTEL GR  MHGC US           695.2     (202.0)     129.7
MORGANS HOTEL GR  M1U GR            695.2     (202.0)     129.7
MOXIAN CHINA INC  MOXC US             0.0       (0.0)      (0.0)
MPG OFFICE TRUST  MPG US          1,280.0     (437.3)       -
NATIONAL CINEMED  NCMI US           998.4     (179.2)      99.9
NATIONAL CINEMED  XWM GR            998.4     (179.2)      99.9
NAVISTAR INTL     NAV US          7,727.0   (4,072.0)   1,070.0
NAVISTAR INTL     IHR GR          7,727.0   (4,072.0)   1,070.0
NAVISTAR INTL     IHR TH          7,727.0   (4,072.0)   1,070.0
NEKTAR THERAPEUT  ITH GR            487.0       (9.8)     225.5
NEKTAR THERAPEUT  NKTR US           487.0       (9.8)     225.5
NEW ENG RLTY-LP   NEN US            180.1      (23.2)       -
NEXSTAR BROADC-A  NXST US         1,148.8       (8.4)     134.7
NEXSTAR BROADC-A  NXZ GR          1,148.8       (8.4)     134.7
NII HOLDING INC   NIHD* MM        8,189.7       (8.8)   1,078.9
NORTHWEST BIO     NBYA GR            12.5      (31.1)     (31.2)
NORTHWEST BIO     NWBO US            12.5      (31.1)     (31.2)
NYMOX PHARMACEUT  NYMX US             0.9       (6.3)      (3.8)
OMTHERA PHARMACE  OMTH US            18.3       (8.5)     (12.0)
OPOWER INC        38O TH             63.1       (6.3)     (11.9)
OPOWER INC        OPWR US            63.1       (6.3)     (11.9)
OPOWER INC        38O GR             63.1       (6.3)     (11.9)
OVERSEAS SHIPHLD  OSGIQ US        3,658.3      (51.3)     480.8
PALM INC          PALM US         1,007.2       (6.2)     141.7
PHIBRO ANIMAL HE  PAO EU            473.3      (78.7)     177.3
PHIBRO ANIMAL HE  PAHC LN           473.3      (78.7)     177.3
PHIBRO ANIMAL HE  PAO GR            473.3      (78.7)     177.3
PHIBRO ANIMAL-A   PB8 GR            473.3      (78.7)     177.3
PHIBRO ANIMAL-A   PAHC US           473.3      (78.7)     177.3
PHILIP MORRIS IN  PM US          36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN  PM1 TE         36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN  PM FP          36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN  PM1CHF EU      36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN  PMI SW         36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN  PM1EUR EU      36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN  4I1 TH         36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN  4I1 GR         36,137.0   (7,157.0)     854.0
PLAYBOY ENTERP-A  PLA/A US          165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US            165.8      (54.4)     (16.9)
PLY GEM HOLDINGS  PG6 GR          1,033.7     (107.2)     199.4
PLY GEM HOLDINGS  PGEM US         1,033.7     (107.2)     199.4
PROTALEX INC      PRTX US             2.8       (7.0)       2.3
PROTECTION ONE    PONE US           562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QDZ GR            443.2      (51.2)     106.0
QUALITY DISTRIBU  QLTY US           443.2      (51.2)     106.0
QUINTILES TRANSN  QTS GR          3,061.9     (559.5)     571.3
QUINTILES TRANSN  Q US            3,061.9     (559.5)     571.3
RADIUS HEALTH IN  RDUS US            12.8      (24.5)     (22.7)
RADIUS HEALTH IN  1R8 GR             12.8      (24.5)     (22.7)
RADNET INC        PQI GR            737.2       (9.3)      61.4
RADNET INC        RDNT US           737.2       (9.3)      61.4
REGAL ENTERTAI-A  RETA GR         2,787.3     (751.2)     142.6
REGAL ENTERTAI-A  RGC US          2,787.3     (751.2)     142.6
RENAISSANCE LEA   RLRN US            57.0      (28.2)     (31.4)
RENTPATH INC      PRM US            208.0      (91.7)       3.6
RETROPHIN INC     RTRX US            94.0      (35.4)    (107.0)
RETROPHIN INC     17R GR             94.0      (35.4)    (107.0)
REVLON INC-A      REV US          2,105.1     (589.0)     248.9
REVLON INC-A      RVL1 GR         2,105.1     (589.0)     248.9
RITE AID CORP     RTA GR          6,946.5   (2,046.4)   1,643.0
RITE AID CORP     RAD US          6,946.5   (2,046.4)   1,643.0
ROCKWELL MEDICAL  RMTI US            26.8       (3.5)       8.2
ROCKWELL MEDICAL  RWM GR             26.8       (3.5)       8.2
RURAL/METRO CORP  RURL US           303.7      (92.1)      72.4
SABRE CORP        SABR US         4,750.4     (312.9)    (279.6)
SABRE CORP        19S TH          4,750.4     (312.9)    (279.6)
SABRE CORP        19S GR          4,750.4     (312.9)    (279.6)
SALLY BEAUTY HOL  SBH US          2,106.0     (268.8)     715.8
SALLY BEAUTY HOL  S7V GR          2,106.0     (268.8)     715.8
SEQUENOM INC      SQNM US           122.9      (58.6)      40.8
SERVICEMASTER GL  SVW GR          5,197.0     (369.0)     240.0
SERVICEMASTER GL  SERV US         5,197.0     (369.0)     240.0
SILVER SPRING NE  9SI GR            524.4      (97.1)      97.5
SILVER SPRING NE  9SI TH            524.4      (97.1)      97.5
SILVER SPRING NE  SSNI US           524.4      (97.1)      97.5
SPORTSMAN'S WARE  06S GR            272.7      (52.1)      75.1
SPORTSMAN'S WARE  SPWH US           272.7      (52.1)      75.1
SUNEDISON INC     WFR GR          7,166.1     (236.5)     250.8
SUNEDISON INC     WFR TH          7,166.1     (236.5)     250.8
SUNEDISON INC     SUNE US         7,166.1     (236.5)     250.8
SUNEDISON INC     SUNE* MM        7,166.1     (236.5)     250.8
SUNGAME CORP      SGMZ US             2.2       (3.6)      (3.9)
SUPERVALU INC     SJ1 TH          4,374.0     (738.0)      52.0
SUPERVALU INC     SJ1 GR          4,374.0     (738.0)      52.0
SUPERVALU INC     SVU* MM         4,374.0     (738.0)      52.0
SUPERVALU INC     SVU US          4,374.0     (738.0)      52.0
SURNA INC         SRNA US             0.1       (2.7)      (2.6)
THRESHOLD PHARMA  THLD US            94.7      (29.0)      50.3
TOWN SPORTS INTE  CLUB US           410.6      (50.2)      26.1
TRANSDIGM GROUP   TDG US          6,399.3     (125.6)     975.5
TRANSDIGM GROUP   T7D GR          6,399.3     (125.6)     975.5
TRINET GROUP INC  TNETEUR EU      1,340.4      (46.1)      93.8
TRINET GROUP INC  TNET US         1,340.4      (46.1)      93.8
TRINET GROUP INC  TN3 GR          1,340.4      (46.1)      93.8
ULTRA PETROLEUM   UPL US          2,881.8     (227.7)    (374.8)
ULTRA PETROLEUM   UPM GR          2,881.8     (227.7)    (374.8)
UNISYS CORP       UIS US          2,399.2     (659.6)     421.4
UNISYS CORP       USY1 GR         2,399.2     (659.6)     421.4
UNISYS CORP       USY1 TH         2,399.2     (659.6)     421.4
UNISYS CORP       UIS1 SW         2,399.2     (659.6)     421.4
UNISYS CORP       UISEUR EU       2,399.2     (659.6)     421.4
UNISYS CORP       UISCHF EU       2,399.2     (659.6)     421.4
VANGUARD MINING   VNMC US             1.4       (1.5)      (0.2)
VARONIS SYSTEMS   VRNS US            33.7       (1.5)       1.8
VARONIS SYSTEMS   VS2 GR             33.7       (1.5)       1.8
VECTOR GROUP LTD  VGR US          1,459.2      (12.6)     422.5
VECTOR GROUP LTD  VGR GR          1,459.2      (12.6)     422.5
VENOCO INC        VQ US             738.2     (130.8)     (13.4)
VERISIGN INC      VRS TH          2,609.3     (457.6)    (253.6)
VERISIGN INC      VRSN US         2,609.3     (457.6)    (253.6)
VERISIGN INC      VRS GR          2,609.3     (457.6)    (253.6)
VIRGIN MOBILE-A   VM US             307.4     (244.2)    (138.3)
WEIGHT WATCHERS   WW6 TH          1,483.1   (1,452.8)     (31.0)
WEIGHT WATCHERS   WTW US          1,483.1   (1,452.8)     (31.0)
WEIGHT WATCHERS   WW6 GR          1,483.1   (1,452.8)     (31.0)
WEST CORP         WT2 GR          3,544.1     (709.4)     405.3
WEST CORP         WSTC US         3,544.1     (709.4)     405.3
WESTMORELAND COA  WLB US          1,407.1     (206.2)     (30.5)
WESTMORELAND COA  WME GR          1,407.1     (206.2)     (30.5)
XERIUM TECHNOLOG  TXRN GR           631.1      (11.8)     104.4
XERIUM TECHNOLOG  XRM US            631.1      (11.8)     104.4
YRC WORLDWIDE IN  YRCW US         2,215.1     (363.1)     193.6
YRC WORLDWIDE IN  YEL1 GR         2,215.1     (363.1)     193.6
YRC WORLDWIDE IN  YEL1 TH         2,215.1     (363.1)     193.6




                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

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

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

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

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

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

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

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


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