TCR_Public/140725.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, July 25, 2014, Vol. 18, No. 205

                            Headlines

89 COMMERCIAL ROAD: Voluntary Chapter 11 Case Summary
983 FULTON: Case Summary & 5 Largest Unsecured Creditors
ACREX INC: Court Expunges Budow Claims
ALLIED SYSTEMS: July 29 Claims Bar Date for Genregske & Cullen
AMERICAN APPAREL: Inks Employment Agreement with Interim CEO

AMERICAN APPAREL: Lion/Hollywood Assigns Loan to Standard General
AMSTERDAM HOUSE: Files for Chapter 11 with Prenegotiated Plan
B/E AEROSPACE: S&P Retains Ratings Over Upsized Revolver Debt
BANK OF THE CAROLINAS: Adopts Tax Benefits Preservation Plan
BANK OF THE CAROLINAS: Sold $45.8 Million Common Shares

BAR ONE: Chapter 11 Case Dismissed
BERKELEY DELAWARE: N.D. Cal. Court Explains Voiding of Lease
BERNARD L. MADOFF: Bankruptcy Trustee Files Amended Suit v. Sons
BIOFUEL ENERGY: Daniel Loeb Reports 19.3% Equity Stake
CANCER GENETICS: To Acquire All Assets of Gentris Corp

CAPITALE VENTURES: Court Won't Extend Automatic Stay to President
CAPSUGEL S.A.: S&P Keeps 'B+' Corp. Credit Rating Over Refinancing
CENTRAL FEDERAL: Closes $12MM Preferred Stock Private Placement
CHARLES CAPITAL: Voluntary Chapter 11 Case Summary
CIT GROUP: S&P Affirms 'BB-' ICR Over OneWest Bank Deal

CLEAR CHANNEL: Declares Special Cash Dividend
CLEAR CHANNEL: Plans to Sell $222.2 Million Notes to Unit
COASTLINE INVESTMENTS: Aug. 7 Hearing on Approval of Hotel Sale
COASTLINE INVESTMENTS: Aug. 7 Hearing on Use of Cash Collateral
COMSTOCK MINING: Incurs $3.4 Million Net Loss in June 30 Quarter

CP HALL: Bankr. Court Refuses to Junk PI Creditor's Suits
CP HALL: Court Dismisses Shipley Lawsuits on Technicality
CRUMBS BAKE SHOP: Wins Interim Approval of $1.13MM DIP Loan
CTI BIOPHARMA: Expands Access to Pixuvri with Approval in Israel
CYCLONE POWER: Tonaquint Holds 7.5% Equity Stake

DEAN FOODS: S&P Raises Corp. Credit Rating to 'BB-'
DOTS LLC: Authorized to Sell dots.com; To Have Consumer Ombudsman
DOTS LLC: Trenk Dipasquale Approved to Handle Preference Claims
DREIER LLP: Diamond McCarthy Sues Ex-Partner to Recoup Fee
DUNE ENERGY: Lenders Under 2011 Credit Pact Cuts Borrowing Base

EDGENET INC: Buyer-Funded Severance Payments Approved
ELIAM INC: Case Summary & 3 Unsecured Creditors
EMANUEL COHEN: Files Schedules of Assets and Liabilities
EMANUEL COHEN: U.S. Trustee Has Yet to Form Creditors Committee
ESPIRITO SANTO: Seeks Creditor Protection In Luxembourg

EURAMAX HOLDINGS: Appoints VP, Chief Information Officer
EXIDE TECHNOLOGIES: Muncie Factory Neglecting Contingency Plan
EXPERT GLOBAL: S&P Affirms 'B-' ICR, Off Watch Negative
FINJAN HOLDINGS: Blue Coat Markman Hearing Set for Aug. 22
FISKER AUTOMOTIVE: IRS Says Plan Doesn't Account for Tax Debts

FUEL PERFORMANCE: Provides Update on its Commercial Activities
GBG RANCH: Files Schedules of Assets and Liabilities
GBG RANCH: Meeting of Creditors Scheduled for Aug. 8
GENCO SHIPPING: Strategic Value No Longer a Shareholder
GENCO SHIPPING: Alden Global Holds 8.4% Equity Stake

GENCO SHIPPING: Avram Friedman Reports 9.8% Equity Stake
GENCO SHIPPING: Victor Khosla Owns 10.8% Equity Stake
GENCO SHIPPING: Apollo Management Reports 10.7% Equity Stake
GENCO SHIPPING: Mark Brodsky Reports Less Than 1% Equity Stake
GENERAL MOTORS: Profit, Hit by Recalls, Tumbles 80%

GENERAL STEEL: CEO  to Buy 5 Million Common Shares
HCA INC: S&P Revises Outlook to Positive & Affirms 'B+' CCR
HOUSTON REGIONAL: Can Withhold Identity of Buyers from Directors
IMAGEWARE SYSTEMS: Amendment to 1999 Stock Option Plan Approved
IPARADIGMS HOLDINGS: S&P Retains 'B' CCR on $20-Mil. Add-on

JOHNS-MANVILLE: Travelers Ordered to $500MM to Fibro Creditors
KAHN FAMILY: Has Access to Wells Fargo's Cash Until December
L BRANDS: S&P Retains 'BB+' Corporate Credit Rating
LATEX FOAM: Panel Taps Zwick & Banyai as Financial Consultants
LDK SOLAR: Two Directors Resign, Nine Directors Remain

LEHMAN BROTHERS: Hudson Ups Reserve Against Receivable Balance
LEIPZIG LIVING TRUST: M.D. Tenn. Judge Dismisses Anarion Suit
LEVEL 3: Names Andrew Crouch as Regional President EMEA
LIBERTY TIRE: S&P Revises Outlook to Negative & Affirms 'B-' CCR
MARINA BIOTECH: Incurs $9.5 Million Net Loss in 2012

LPATH INC: Changes State of Incorporation to Delaware
MICRON TECHNOLOGY: S&P Rates 10.5-Year Senior Notes 'BB'
MMODAL INC: Court Confirms Plan of Reorganization
MOLLY MAGUIRES: Restaurant Chain Files Chapter 11 in Philadelphia
MONTREAL MAINE: Aug. 19 Hearing on Allocation of Purchase Price

NATROL INC: Inks Pact With Cerberus, Quells Trustee Bid
NATROL INC: Winthrop Couchot Approved as Bankruptcy Co-Counsel
NEW YORK CITY OPERA: Strikes Deal To Stay In Control Of Sale Talks
OPTIMUMBANK HOLDINGS: Regains Compliance with NASDAQ Listing Rule
NEXT 1 INTERACTIVE: Incurs $546,000 Net Loss in May 31 Quarter

PARADIGM EAST HANOVER: Files Bare-Bones Chapter 11 Petition
PARADIGM EAST: Case Summary & 4 Unsecured Creditors
PORTILLO'S HOLDINGS: S&P Assigns 'B-' CCR; Outlook Stable
PRE-PAID LEGAL: S&P Raises Rating on $330MM 1st Lien Debt to 'BB-'
PSL NORTH AMERICA: Final Approval of $11.5M DIP Loan Hits Snag

PSL NORTH AMERICA: ICICI Defends Terms of DIP Financing
PSL-NORTH AMERICA: SCB DIFC Balks at Payment of Duff Phelps Fees
QUANTUM FOODS: Asian Food to Pay $1 Million Under Settlement
REALOGY CORP: Inks Agreement and Plan of Merger with ZipRealty
ROTHSTEIN ROSENFELDT: $50 Million Forfeiture Deal Reached

SCRUB ISLAND: New Plan Designed to Cram Down FirstBank
SOCAL INVESTMENTS: Case Summary & Unsecured Creditor
SSNN-2210 MIDWEST: Case Summary & 9 Largest Unsecured Creditors
ST. PAUL DELIVERANCE: Case Summary & 6 Top Unsecured Creditors
SUN BANCORP: Stockholders Elected 11 Directors

SUN BANCORP: No Longer Employs Messrs. Fouss and Allison
TARLIN INVESTMENTS: Case Summary & Unsecured Creditor
TRAVELPORT HOLDINGS: Obtains $312MM From Sale of Common Shares
UNIVERSITY GENERAL: Reports Results for First Half of 2014
TRANS ENERGY: Amends Report on CFO's Resignation

TRANS ENERGY: Chief Executive Officer Resigns
VERTIS INC: Seeks Dismissal Since No Chapter 11 Plan Possible
VISANT CORP: Bonds Trade Up as It Refocuses Sales Efforts
WALLACE & GALE: Md. Appeals Court Flips Ruling in "Carter" Suit
WAYNE COUNTY, MI: Fitch Affirms BB- Rating on $190.0MM LTGO Bonds

WEB2B PAYMENT: Rent-A-Center Loses District Court Appeal
WESTMORELAND COAL: Jeffrey Gendell Reports 7.4% Equity Stake
WOLF PRODUCTS: SBA Wants Bids Allowed on Individual Parcel
Z TRIM HOLDINGS: Amends Loan Agreement with Fordham Capital

* Lew Seeks Immediate Retroactive Law to Curb Tax Inversions

* 2013 Report Shows Fewer Debtor Assets, More Repeat Bankr. Filers
* The Deal Announces Results of Q2 2014 Bankruptcy League Tables

* Bank of America Posts Weaker Profit on Legal Costs
* Second Circuit Reinstates Asbestos Judgment vs. Travelers

* S&P Weighs Restarting Talks on U.S. Suit

* BOOK REVIEW: The Rise and Fall of the Conglomerate Kings


                             *********


89 COMMERCIAL ROAD: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: 89 Commercial Road, LLC
        P.O. Box 134
        89 Commercial Road

Case No.: 14-41634

Chapter 11 Petition Date: July 23, 2014

Court: United States Bankruptcy Court
       District of Massachusetts (Worcester)

Judge: Hon. Melvin S. Hoffman

Debtor's Counsel: John M. McAuliffe, Esq.
                  MCAULIFFE & ASSOCIATES, P.C.
                  430 Lexington Street
                  Newton, MA 02466
                  Tel: (617) 558-6889
                  Email: john@jm-law.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by David L. Murphy, manager.

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


983 FULTON: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 983 Fulton LLC
        225 Broadway, 29th Floor
        New York, NY 10007

Case No.: 14-12144

Chapter 11 Petition Date: July 23, 2014

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

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  ROBINSON BROG LEINWAND GREENE
                  GENOVESE & GLUCK, P.C.
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6300
                  Fax: (212) 956-2164
                  Email: amg@robinsonbrog.com

Total Assets: $2.50 million

Total Liabilities: $1.70 million

The petition was signed by Zalman Skoblo, president.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/nysb14-12144.pdf


ACREX INC: Court Expunges Budow Claims
--------------------------------------
At the behest of Acrex Inc., Bankruptcy Judge Allan L. Gropper
expunged two proofs of claim filed by Budow Sales Corp., The Budow
Group, and Allison Budow Sales, Inc.  At a June 26, 2014 hearing
on Acrex's claim objection, both the Debtor and Budow agreed to
treat the objection to claim and Budow's response as cross motions
for summary judgment.  In a July 21 Memorandum of Decision and
Order available at http://is.gd/Uc170Zfrom Leagle.com, the Court
grants the Debtor's motion for summary judgment and denies Budow's
motion for the same relief, thus expunging Budow's proofs of
claim.

Acrex, Inc., based in Ramsey, N.J., filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 13-13133) on Sept. 25, 2013.
Alan E. Gamza, Esq., at Moses & Singer LLP, serves as the Debtor's
counsel.  In its petition, Acrex estimated under $50,000 in assets
and $1 million to $10 million in liabilities.  A list of the
Debtor's 10 largest unsecured creditors is available for free at
http://bankrupt.com/misc/nysb13-13133.pdf


ALLIED SYSTEMS: July 29 Claims Bar Date for Genregske & Cullen
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until July 29, 2014, the deadline for Mark J. Genregske and Brian
Cullen to file proofs of claim against ASHINC Corporation, et al.

In their fifth motion, Genregske and Cullen, members of the Allied
board, said that the extension will resolve matters presented by
the interrelationship between the settlement motion and claims bar
date.  Additionally, extending the claims bar date would permit
any objections or appeals to the settlement motion's approval
order, if entered, to be resolved, rendering the approval order
final and non-appealable.

Mr. Gendregske continues to be a defendant in the adversary
proceeding filed by the Official Committee of Unsecured Creditors,
in which the Committee, suing on behalf of Debtors, has asserted
various claims against Mr. Gendregske, including breach of
fiduciary duty.  Mr. Cullen is not a defendant, but has entered
into a tolling agreement with respect to the claims.

On July 26, 2013, the Committee, the Yucaipa-affiliated entities,
the Yucaipa-Affiliated Allied directors, Mr. Cullen, and Mr.
Gendregske filed the joint motion for order approving the
settlement agreement among the Committee, Yucaipa, and the Allied
directors.

In a separate filing, the Debtors notified that the omnibus
hearings are scheduled for:

   1. Aug. 5 at 11:00 a.m.;
   2. Sept. 5, at 10:00 a.m.; and
   3. Oct. 6, at 10:00 a.m.

Additional omnibus hearings will occur in the Chapter 11 cases as
maybe scheduled by subsequent Court order.

                About Allied Systems Holdings, Inc.

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. first filed for chapter 11 protection (Bankr.
N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005.
Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the
Debtors in the 2005 case.  Allied won confirmation of a
reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., and Jeffrey W. Kelley, Esq., at
Troutman Sanders, Gowling Lafleur Henderson.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

In January 2014, the U.S. Trustee for Region 3 appointed a three-
member Official Committee of Retirees.

Yucaipa Cos. has 55% of the senior debt and took the position it
had the right to control actions the indenture trustee would take
on behalf of debt holders.  The state court ruled in March 2013
that the loan documents didn't allow Yucaipa to vote.

In March 2013, the bankruptcy court also gave the official
creditors' committee authority to sue Yucaipa.  The suit includes
claims that the debt held by Yucaipa should be treated as equity
or subordinated so everyone else is paid before the Los Angeles-
based owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


AMERICAN APPAREL: Inks Employment Agreement with Interim CEO
------------------------------------------------------------
As previously disclosed, the Board of Directors of American
Apparel, Inc., appointed John J. Luttrell as interim chief
executive officer of the Company.  In connection with his
appointment as interim chief executive officer, the Company
entered into an employment agreement with Mr. Luttrell, effective
as of July 14, 2014, which supersedes the prior employment
agreement entered into between the Company and Mr. Luttrell,
effective as of Feb. 7, 2011.

Pursuant to the Employment Agreement, Mr. Luttrell will serve as
the Company's interim chief executive officer, executive vice
president and chief financial officer for an initial term
commencing as of June 18, 2014, and ending on Feb. 6, 2015, which
term will automatically extend for successive one-year periods as
of each February 7 (beginning Feb. 7, 2015) unless terminated by
the Company on at least 90 days' written notice prior to the
expiration of the then-current term.

The Employment Agreement provides that Mr. Luttrell will receive a
minimum base salary of $62,500 per month for so long as he serves
as interim chief executive officer and $37,750 per month following
the commencement of employment of a new chief executive officer
and Mr. Luttrell's relinquishment of that title, provided that the
minimum base salary of $62,500 per month will be in effect for no
less than six months.  Mr. Luttrell will be eligible to receive an
annual incentive compensation award with a target payment equal to
75% (and a maximum payment of 100%) of his salary during each such
fiscal year, subject to the terms and conditions of the Company's
annual bonus plan and further subject to certain targets or
criteria reasonably determined by the Board of Directors or the
Compensation Committee.  The Employment Agreement also states
that, as previously disclosed, Mr. Luttrell received a vested
grant of 350,000 shares of the Company's common stock at the time
of his appointment as interim chief executive officer.  Mr.
Luttrell will also participate in the benefit plans that the
Company maintains for its executives and receive certain other
standard benefits.

Additional information is available for free at:

                         http://is.gd/pvCya1

                       About American Apparel

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

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

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

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

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

                           *     *     *

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

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


AMERICAN APPAREL: Lion/Hollywood Assigns Loan to Standard General
-----------------------------------------------------------------
Lion/Hollywood disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that it entered into an
assignment and acceptance with Standard General Ltd., whereby
Standard General purchased from Lion/Hollywood 100 percent of the
outstanding principal amount of the Loans (as defined in the Lion
Credit Agreement), and assumed Lion/Hollywood's rights and
obligations as a Lender, under the Credit Agreement, dated as of
May 22, 2013.

Lion/Hollywood and its affiliates disclosed that as of
July  16, 2014, they beneficially owned 24,511,022 shares of
common stock of American Apparel representing 12.4 percent of the
shares outstanding.

A full-text copy of Lion/Hollywood's regulatory filing is
available at:

                        http://is.gd/LqwTEP

A full-text copy of Standard General's regulatory filing is
available at:

                         http://is.gd/psK9UT

                      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.


AMSTERDAM HOUSE: Files for Chapter 11 with Prenegotiated Plan
-------------------------------------------------------------
Amsterdam House Continuing Care Retirement Community, Inc.,
operator of Nassau County's first and only continuing care
retirement community, sought Chapter 11 bankruptcy protection to
implement a largely consensual balance sheet restructuring through
a prenegotiated Chapter 11 plan.

The Debtor has negotiated a Chapter 11 plan with the trustee to
the Debtor's outstanding revenue bonds (including any successors,
the "2007 Bond Trustee") issued by the Nassau County Industrial
Development Agency (the "Issuer"), and the holders of
approximately 75% in amount of the Debtor's outstanding revenue
bonds (the "Consenting Holders"), with the support of the New
York State regulators having authority to regulate AHCCRC's
operations, based upon regular reports from AHCCRC's management
and restructuring professionals.

James Davis, president and CEO, avers that the Debtor's
restructuring and Plan is designed to have no meaningful impact on
residents residing at Harborside or the Debtor's general unsecured
creditors. Indeed, except to the extent that a holder of an
allowed general unsecured claim (as such term is defined in the
Plan) agrees to a less favorable treatment under the Plan, each
holder of an allowed general unsecured claim is anticipated to
receive payment in full, in cash, of the unpaid portion of such
allowed general unsecured claim.  Further, all residency
agreements will be assumed under the Plan and, if all of the
relief sought in the first day motions is granted, the Debtor
intends to fully protect the interests of its residents and
prospective Residents by honoring refunds of entrance fees in the
ordinary course of business as provided for pursuant to the
residency agreements, and by escrowing entrance fees provided by
Harborside residents entering residency agreements on or after
June 1, 2014, pending entry of an order confirming the Plan, for
the benefit of the Resident paying such entrance fees.

Accordingly, the Debtor intends for this chapter 11 case to be
consensual and that the Debtor will make a smooth transition into
and out of chapter 11 as expeditiously as possible, while
minimizing any business disruption and impact on the Debtor's
daily operation of Harborside or on its residents, general
unsecured creditors, and vendors, among others.

                         First Day Motions

The Debtor on the Petition Date filed motions to, among other
things,

    * extend the deadline to file their schedules of assets and
liabilities and statement of financial affairs;

    * maintain their existing cash management system;

    * prohibit utilities from discontinuing service;

    * pay employee wages and benefits;

    * pay prepetition taxes and fees;

    * continue its insurance programs; and

    * use cash collateral.

                        Employees to Stay

NewsDay's James T. Madore reported that the bankruptcy filing was
made after the retirement community failed to get all of its
bondholders to support a debt restructuring.

NewsDay noted that Jim Davis, chief executive of the Amsterdam,
said 75% of bondholders had agreed to "a pre-negotiated plan to
restructure its long-term debt." About 1,000 individuals and
entities purchased the nearly $300 million in bonds used to
construct the complex, which opened in 2010.

According to the report, executives at the not-for-profit said
Wednesday that it would not close and there are no plans to fire
any of the 173 employees.

NewsDay added that Mr. Davis said the 20 largest unsecured
creditors are all former residents owed refunds of the entrance
fees they paid to live in the facility.  The refunds, which are
required by state law, range from $901,000 to $1.5 million.

NewsDay's Madore reported June 26 that the Amsterdam, stung by
slow sales after the Great Recession, has been renegotiating debt
payments in hopes of avoiding bankruptcy, according to its top
executive.

Kate Smith, writing for The Bond Buyer, on Monday reported the
Amsterdam's intent plans to file for bankruptcy either Monday
night or Tuesday.  The Bond Buyer said the filing would be the
conclusion of over a year of restructuring negotiations with
bondholders.  The plan does not forgive any debt, but does feature
a senior and subordinate exchange offer, the report added.

NewsDay said the Amsterdam opened in 2010 as the local real estate
market was still struggling following the recession, and homes
were selling for far less than a few years earlier.

                       About Amsterdam House

Amsterdam House Continuing Care Retirement Community, Inc., owns
and operates Harborside, an upscale retirement community is
situated on 8.9 acres in Port Washington, New York.  Harborside
-- http://www.theamsterdamatharborside.com/-- is Nassau County's
first and only CCRC licensed under Article 46 of the New York
Public Health Law.  CCRCs provide senior citizens with a full
range of living accommodations and healthcare services during
their retirement years.  Harborside currently offers 329 units of
varying sizes for independent, enriched, and skilled nursing care.

Amsterdam House filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 14-73348) on July 22, 2014, in Central Islip,
New York, to implement a prenegotiated bankruptcy-exit plan.

The case is assigned to Judge Alan S Trust.

Ingrid Bagby, Esq., at Cadwalader Wickersham & Taft LLP, serves as
the Debtor's counsel.  Grant Thornton LLP serves as financial
advisors, Herbert J. Sims & Co., Inc., serves as investment
bankers, and Kurtzman Carson Consultants LLC acts as claim and
noticing agent.

In its petition, the Debtor estimated $100 million to $500 million
in both assets and liabilities.  The petition was signed by James
Davis, president and CEO.

The Debtor's Chapter 11 plan is due Nov. 19, 2014.


B/E AEROSPACE: S&P Retains Ratings Over Upsized Revolver Debt
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BBB' issue-level
rating and '1' recovery rating on B/E  Aerospace Inc.'s $1.4
billion revolver due 2017 remain unchanged after recently upsizing
from $950 million.  The '1' recovery rating indicates S&P's
expectation for very high recovery (90%-100%) in a payment default
scenario.

At the same time, S&P's 'BB' issue-level rating and '5' recovery
rating on the company's senior unsecured debt also remain
unchanged.  The '5' recovery rating indicates S&P's expectation
for modest recovery (10%-30%) in a payment default scenario.

S&P's corporate credit rating on B/E Aerospace reflects the
company's leading positions in niche markets, good geographic
diversification, diverse customer base, and efficient operations,
as well as the cyclical and competitive nature of the commercial
aviation market.  S&P views the company's business risk profile as
"satisfactory," its financial risk profile as "significant," and
its liquidity "strong," based on our criteria.

RECOVERY ANALYSIS

Key Analytical Factors

   -- S&P completed a recovery analysis and its recovery ratings
      on B/E Aerospace's upsized senior secured revolver and
      senior unsecured notes remain unchanged.  The company's
      capital structure comprises a $1.4 billion senior secured
      revolver, $1.3 billion senior unsecured notes due 2022, and
      $650 million of senior unsecured notes due 2020.

   -- B/E Aerospace also has a modest amount of operating leases.
      In June 2014, the company announced that it would separate
      its businesses into two independent, publicly traded
      companies.  No additional information on the capital
      structure of the two separate businesses is available at
      this time.  The company anticipates that the separation will
      occur in first-quarter 2015, subject to customary
      conditions.  Note that S&P's recovery analysis is based on
      the existing combined entity, since no additional details
      are available at this time.

   -- S&P's simulated default scenario contemplates a default in
      2019 due to a downturn in civil aviation.  This could result
      from the combination of a depressed global economy and
      potential new shocks to the aviation industry.  Decreasing
      orders for new airplanes would reduce demand for the
      company's services and ultimately reduce sales.  Lower
      volumes and intensified competition would also pressure
      profit margins.  Under this scenario, the company is unable
      to meet minimum fixed charges.  This hypothetical scenario
      does not envision a split of the company as was recently
      announced, and it is based on the combined entity's capital
      structure and projected performance.

   -- S&P believes that if B/E Aerospace were to default, a viable
      business model would remain because of the company's broad
      domestic footprint, extensive customer relationships, and
      reputation for service and safety.  As a result, lenders
      would achieve greater recovery value through reorganization
      rather than through liquidation.

   -- Other key default assumptions include LIBOR of 375 basis
      point (bps); an 85% draw on the upsized revolver, minus
      outstanding but undrawn letters of credit; a 125 bps
      increase in the costs of borrowing on the revolver due to
      credit deterioration; and all debt has six months of
      interest outstanding at the point of default.

Simulated default and valuation assumptions

   -- Simulated year of default: 2019
   -- EBITDA at emergence: $250 million
   -- EBITDA multiple: 6.0x

Simplified waterfall

   -- Net enterprise value (after administrative costs): $1.425
      billion
   -- Valuation split (obligors/nonobligors): 50%/50%
   -- Collateral value available to secured creditors: $1.176
      billion
   -- Secured first-lien debt: $1.225 billion
   -- Recovery expectations: 90%-100%
   -- Senior unsecured debt: $2.006 billion
   -- Other pari passu unsecured claims: $82 million
   -- Recovery expectations: 10%-30%

Note: All debt amounts include six months of prepetition interest.

RATINGS LIST

B/E Aerospace Inc.
Corporate Credit Rating       BB+/Watch Dev/--

Ratings Unchanged
$1.4 billion revolver due 2017*      BBB/Watch Dev
  Recovery Rating                     1
Senior unsecured debt                BB/Watch Dev
  Recovery Rating                     5

*Upsized amount.


BANK OF THE CAROLINAS: Adopts Tax Benefits Preservation Plan
------------------------------------------------------------
The board of directors of Bank of the Carolinas Corporation, on
July 11, 2014 (the "Record Date"), declared a dividend of one
preferred share purchase right in respect of each share of common
stock, no par value per share, of the Company, outstanding at the
close of business on July 21, 2014, and to become outstanding
between the Record Date and the earliest of the Distribution Date,
the Redemption Date and the Final Expiration Date.  The Rights
will be issued pursuant to a Tax Benefits Preservation Plan, dated
as of July 11, 2014, between the Company and Broadridge Corporate
Issuer Solutions, Inc., as Rights Agent.  Each Right represents
the right to purchase, upon the terms and subject to the
conditions in the Plan, 1/1,000th of a share of Junior
Participating Preferred Stock, Series B, no par value, for $0.10,
subject to adjustment.

The purpose of the Plan is to protect the Company's ability to use
certain tax assets, such as net operating loss carryforwards, to
offset future income.  The Company's use of the Tax Benefits in
the future would be significantly limited if it experiences an
"ownership change" for U.S. federal income tax purposes.  In
general, an "ownership change" will occur if there is a cumulative
increase in the Company's ownership by "5-percent shareholders"
(as defined under U.S. income tax laws) that exceeds 50 percentage
points over a rolling three-year period.

The Plan is designed to reduce the likelihood that the Company
will experience an ownership change by discouraging any person
from becoming a beneficial owner of 4.99% or more of the then
outstanding Common Shares (a "Threshold Holder").  There is no
guarantee, however, that the Plan will prevent the Company from
experiencing an ownership change.

A full-text copy of the Tax Benefits Preservation Plan dated as of
July 11, 2014, is available for free at http://is.gd/Z3Twtn

                     About Bank of the Carolinas

Mocksville, North Carolina-based Bank of the Carolinas Corporation
was formed in 2006 to serve as a holding company for Bank of the
Carolinas.  The Bank's primary market area is in the Piedmont
region of North Carolina.

Turlington and Company, LLP, in Lexington, North Carolina, 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 credit
losses that have eroded certain regulatory capital ratios.  As of
Dec. 31, 2013, the Company is considered undercapitalized based on
their regulatory capital level.  This raises substantial doubt
about the Company's ability to continue as a going concern.

The Company reported a net loss available to common stockholders
of $2.33 million in 2013, a net loss available to common
stockholders of $5.53 million in 2012 and a net loss available to
common stockholders of $29.18 million in 2011.  The Company's
balance sheet at March 31, 2014, showed $428.05 million in total
assets, $426.06 million in total liabilities, and stockholders'
equity of $1.99 million.


BANK OF THE CAROLINAS: Sold $45.8 Million Common Shares
-------------------------------------------------------
Bank of the Carolinas Corporation, on July 15, 2014, entered into
a stock purchase agreement with certain institutional and other
accredited investors, including entities controlled or advised by,
or affiliated with the following: Wellington Management Company
LLP; FJ Capital Management, LLC; EJF Capital Management; The
Family Office; RMB Capital Management LLC; JCSD Partners; Siena
Capital Partners; PRB Investors; Sandler O'Neill Asset Management;
Tricadia Capital Management; and Allstate Investments.  The
Purchase Agreement was entered into by the Company in connection
with a private placement of its common stock in which the Company
issued and sold to the Investors, as well as other investors who
were not a party to the Purchase Agreement, a total of 458,132,991
shares of the Company's common stock, no par value per share, at a
sales price of $0.10 per share, for an aggregate purchase price of
$45,813,299.  The private placement closed on July 16, 2014.

The Purchase Agreement contains representations, warranties, and
covenants of the Company and the Investors that are customary in
private placement transactions.  The provisions of the Purchase
Agreement also include an agreement by the Company to indemnify
each Investor against certain liabilities.

Pursuant to the terms of the Purchase Agreement, the Company and
the Investors also entered into a Registration Rights Agreement
under which the Company has agreed to file a registration
statement with the U.S. Securities and Exchange Commission to
register the Shares for resale.  The Company is obligated to file
that registration statement no later than the 30th calendar day
after the closing of the private placement and to use commercially
reasonable efforts to cause that registration statement to be
declared effective by the earlier of (i) the 90th calendar day
after the closing of the private placement (or the 120th calendar
day in the event that such registration statement is reviewed by
the SEC), and (ii) if the Company is notified by the SEC that such
registration statement will not be reviewed or will not be subject
to further review, then the 5th trading day after such
notification date. The Company will be required to make certain
payments as liquidated damages under the Registration Rights
Agreement to the Investors in certain circumstances if such
registration statement is not (i) filed with the SEC within the
specified time period, (ii) declared effective by the SEC within
the specified time periods, or (iii) available (with certain
limited exceptions) after having been declared effective.

In addition, the Company has entered into Side Letter Agreements
with FJ Capital Management, LLC; Bridge Equities III, LLC; RMB
Capital Management LLC; Sandler O'Neill Asset Management, and TFO
Financial Institutions Restructuring Fund II LLC.  Under the terms
of these Side Letter Agreements, (i) Bridge Equities and RMB
Capital Management are each entitled to have one representative
appointed to the Company's board of directors, (ii) Sandler
O'Neill Asset Management is entitled to have one representative
attend all meetings of the Company's board of directors as a
nonvoting observer for so long as Sandler O'Neill or its
affiliates own 1% or more of all of the outstanding shares of the
Company's common stock, and (iii) Bridge Equities and TFO
Financial Institutions Restructuring Fund II LLC are entitled to
reimbursement of legal fees incurred by them in connection with
their participation in the private placement.

FIG Partners, LLC, Atlanta, Georgia, served as placement agent in
the private placement, and The Hutchison Company, Durham, North
Carolina, served as the Company's financial advisor in connection
with the transaction.  The Company paid FIG Partners a placement
agent fee of $1,723,431 and paid The Hutchison Company a financial
advisory fee of $390,107.

The Company intends to use a majority of the net proceeds from the
private placement to inject new capital into its bank subsidiary,
Bank of the Carolinas.

A full-text copy of the Form 8-K is available for free at:

                       http://is.gd/oWMlPk

                    About Bank of the Carolinas

Mocksville, North Carolina-based Bank of the Carolinas Corporation
was formed in 2006 to serve as a holding company for Bank of the
Carolinas.  The Bank's primary market area is in the Piedmont
region of North Carolina.

Turlington and Company, LLP, in Lexington, North Carolina, 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 credit
losses that have eroded certain regulatory capital ratios.  As of
Dec. 31, 2013, the Company is considered undercapitalized based on
their regulatory capital level.  This raises substantial doubt
about the Company's ability to continue as a going concern.

The Company reported a net loss available to common stockholders
of $2.33 million in 2013, a net loss available to common
stockholders of $5.53 million in 2012 and a net loss available to
common stockholders of $29.18 million in 2011.  The Company's
balance sheet at March 31, 2014, showed $428.05 million in total
assets, $426.06 million in total liabilities, and stockholders'
equity of $1.99 million.


BAR ONE: Chapter 11 Case Dismissed
----------------------------------
In an exclusive report, MediaTakeOut.com said it has learned that
an Atlanta bar called Bar One, owned by Peter Thomas, the husband
of Real Housewives of Atlanta star Cynthia Bailey, filed for
Chapter 11 bankruptcy in 2013.  Court documents state the bar owed
more than $322,000 to various creditors, and has assets totaling
$61,000.  The debt includes $118,000 in state taxes, $32,000 to
the IRS, $60,000 to Mr. Thomas for money he spent on the
establishment and various other debts.

MediaTakeOut.com also said Ms. Bailey loaned Mr. Thomas $60,000
for the bar and he repaid her in late 2012.  She then gave $40,000
last year to help him once again.

MediaTakeOut.com reported that Mr. Thomas has noted his restaurant
is still open but he hasn't paid all his bills for the month.  He
made only $1,500 in October 2013 but expenses were close to
$100,000.

According to the report, a trustee appointed in the case has
sought dismissal of the proceedings, citing unpaid bills and
inability to generate sufficient cash flow postpetition.  The
report said the bankruptcy judge agreed with the trustee and
dismissed the case in January 2014.


BERKELEY DELAWARE: N.D. Cal. Court Explains Voiding of Lease
------------------------------------------------------------
Berkeley Delaware Court, LLC, owned real property in Berkeley,
California, on which it constructed and ultimately operated an
apartment complex.  On November 5, 2009, well prior to completion
of the project, the Debtor filed its first chapter 11 bankruptcy
-- In re Berkeley Delaware Court, LLC, Case No. 09-17100-LA11,
(Bankr. S.D. Cal. Nov. 5, 2009) -- in the Southern District of
California.  The Debtor and the secured lender, First-Citizens
Bank & Trust Company, came to an arrangement whereby the chapter
11 case was dismissed, the Debtor was given a set amount of time
to sell or refinance the real property and the lender was given a
deed in lieu of foreclosure that was placed into escrow, to be
delivered to lender if the Debtor did not timely pay off the loan.
In addition, to preserve the status quo and ensure First-Citizen's
ability to take the property with as few burdens as possible the
Debtor agreed not to encumber the property with leases, without
the express written consent of First-Citizens.  An order was
entered on June 28, 2010, approving this agreement. The first
bankruptcy case was dismissed shortly after the order was issued.
An order voluntarily dismissing the case was entered on Sept. 9,
2010, and the case was closed on Sept. 14, 2010.

Unfortunately, the Debtor was unable timely to pay off First-
Citizens and, facing default under the negotiated compromise, and
apparently seeking to prevent delivery of the deed in lieu to the
lender, the Debtor filed a second chapter 11 bankruptcy case -- In
re Berkeley Delaware Court, LLC, Case No. 11-07128-LA7, (Bankr.
S.D. Cal. Apr. 29, 2011) -- on April 29, 2011.  The Debtor neither
timely commenced payments to First-Citizens, nor timely proposed a
confirmable plan within the meaning of section 362(d)(3), and the
Court concluded that it was required to grant relief from stay to
lender by order entered on Aug. 11, 2011.

This development notwithstanding and notwithstanding the prior
court approved restriction on leasing the property, an agent for
the Debtor entered into a lease agreement with the Defendant on
Sept. 5, 2011.  Pursuant to the lease agreement, the Defendant
moved into an apartment on the property, and has remained in
possession thereof from then to the present time.

For reasons not germane to this matter, the Bankruptcy Court
converted the case to one under chapter 7 on March 2, 2012.
During the spring of 2012, Plaintiff-In-Intervention, 1080
Delaware LLC, purchased the Real Property from First-Citizens.
The purchase agreement required First-Citizens to take further
action regarding the lease encumbering the property.  After
discussion with representatives of First-Citizens in November
2012, an agreement was entered into between the Chapter 7 Trustee
and First-Citizens which transferred to First-Citizens the
Trustee's power to avoid post-petition transactions under section
549 of the Bankruptcy Code.  The agreement was approved by the
bankruptcy court on Nov. 26, 2012.

First-Citizens attempted to void the lease in state court, and on
Jan. 23, 2012, brought an action in state court in an attempt to
have the lease between Emil Shokohi and the Debtor declared void.
The Alameda County Superior Court dismissed the case holding
First-Citizens could not pursue a section 549 action in state
court.  Additionally, four other actions involving the property
are pending in Alameda County Superior Court: a cross-complaint
for emotional distress filed by Mr. Shokohi in the case, an action
by Mr. Shokohi for declaratory and injunctive relief against the
new owner, an unlawful detainer action by the new owner against
Mr. Shokohi, and an action by the City of Berkeley against 1080
Delaware to enforce the pre-petition agreement requiring the
Debtor to provide 10 units for low income tenants at the property.

On Feb. 20, 2013, the adversary proceeding captioned, FIRST
CITIZENS BANK & TRUST COMPANY, as assignee of Christopher R.
Barclay, Chapter 7 Trustee of Berkeley Delaware Court, LLC,
Plaintiff, v. EMIL SHOKOHI, Defendant, 1080 DELAWARE LLC,
Plaintiff-In-Intervention, ADV. PRO. NO. 13-04219 (Bankr. N.D.
Cal.), was filed in the second bankruptcy case.  On Oct. 13, 2013,
the adversary proceeding was transferred to Bankruptcy Judge
William J. Lafferty, III.  The Court granted 1080 Delaware's
Motion to Intervene on Jan. 21, 2014.  The first three of the
actions have been stayed pending the outcome of this adversary
proceeding.

At the hearing on April 21, 2014, the Bankruptcy Court determined
that section 549 applied to the Sept. 5, 2011, lease agreement.
Nevertheless, the Defendant has been living in the property over
the last several years, and First Citizen's initial efforts to
terminate the lease under state law have caused the tenant to
raise defenses under California landlord tenant law, and to assert
claims for affirmative relief under that law.  According to Judge
Lafferty, whether section 549 renders the lease agreement void or
voidable may affect the rights of the parties and the disposition
of the state court claims.

At the conclusion of the hearing, the Court determined that relief
was appropriate under section 549 because the lease of real
property was a post-petition transfer of Property belonging to the
Debtor's estate, and that the transfer was unauthorized because it
was done in contradiction of a court order.  The transfer did not
qualify for the exemption established in subsection 549(c) because
the transfer was not made to a purchaser.  The Court found the
transfer could be avoided pursuant to 549(a).

At the conclusion of the hearing, there was disagreement as to
whether the effect of the Court's ruling would be to render the
lease "void" from the outset, or voidable (ie. void as of the date
of the entry of summary judgment).  The parties had not previously
addressed that issue in their briefs, and the Court set a briefing
schedule for parties to provide authorities to support their
respective position for that issue.  The Plaintiff-In-Intervention
and Defendant submitted supplemental briefs.  There was also an
objection filed by the Plaintiff-In-Intervention.  The disposition
of this issue renders the objection moot.

In a July 18 Memorandum available at http://is.gd/a3CsQNfrom
Leagle.com, Judge Lafferty held that Section 549 contains no
language to indicate that the effect of a 549 avoidance judgment
was intended to be retroactive.  Therefore, a transfer found to be
in violation of section 549 is avoided as of the date the court
issues a judgment of that finding, and not before.

Unlike a void transfer under section 362, Judge Lafferty
continued, a transfer that is voidable remains effective until
action is taken and a judgment is entered. Such a transfer,
therefore, is not totally without effect, but is rendered
ineffective by a ruling of the court avoiding the transfer.
The Plaintiff-In-Intervention is directed to prepare a form of
Judgment consistent with the Court's ruling as stated on the
record during the April 21 hearing and consistent with the
conclusions reached in the July 18 Memorandum.


BERNARD L. MADOFF: Bankruptcy Trustee Files Amended Suit v. Sons
----------------------------------------------------------------
James Sterngold, writing for The Wall Street Journal, reported
that the bankruptcy trustee for Bernard L. Madoff's investment
firm filed an amended lawsuit against Mr. Madoff's two sons,
adding detail to claims that the men were aware of the Ponzi
scheme and actively worked to conceal it from the Securities and
Exchange Commission by deleting, altering or hiding records during
an audit.  According to the Journal, the new complaint also seeks
the return of more than $153 million that it says the brothers,
who were executives at Mr. Madoff's securities firm, took
improperly in the form of inflated bonuses and salaries, sham
loans and fabricated trading profits.

                     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.


BIOFUEL ENERGY: Daniel Loeb Reports 19.3% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Daniel S. Loeb and his affiliates disclosed
that as of July 15, 2014, they beneficially owned 1,054,351 shares
of common stock of BioFuel Energy Corp. representing 19.3 percent
of the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/fSgPcL

                        About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

Biofuel Energy incurred a net loss of $45.65 million in 2013, a
net loss of $46.32 million in 2012 and a net loss of $10.36
million in 2011.  As of Dec. 31, 2013, the Company had $15.65
million in total assets, $4.60 million in total liabilities
and $11.05 million in total equity.


CANCER GENETICS: To Acquire All Assets of Gentris Corp
------------------------------------------------------
Cancer Genetics, Inc., announced the signing of a definitive
agreement to acquire privately held Gentris Corporation, a global
provider of clinical pharmacogenomics solutions, next-generation
sequencing, and biomarker testing.

The initial acquisition price of Gentris was (i) $3.25 million in
cash, plus (ii) a number of the Company's shares of common stock
equal to $1.50 million divided by the volume weighted average
price of our common stock on The Nasdaq Capital Market for the
five days immediately preceding the closing date of this
transaction, plus (iii) a potential earn-out of up to $1.50
million over the next calendar year, which earn-out is payable in
cash or shares of the Company's common stock at the Company's
option, and is based upon a formula that provides for an
additional amount starting at $300,000 for revenues of $4.75
million, up to an additional amount of $1.5 million for revenues
of $8.55 million, plus (iv) a potential payment to be made in
connection with the termination of Merck's biorepository
relationship with Gentris, based upon exit fees to be received by
Gentris from Merck.  The volume weighted average price of the
Company's common stock on The Nasdaq Capital Market for the five
days preceding closing was $10.1459 per share, causing the number
of shares of common stock issued in the acquisition to amount to
an aggregate of 147,843 shares.  The source of the $3.25 million
of cash was the Company's working capital.

CGI expects the acquisition to add approximately $5 to $6 million
in annual sales, and add substantially to it biopharma revenue
backlog and capabilities.  The company will now be positioned to
provide global services for genomic and biomarker testing for
biotech and pharmaceutical companies by leveraging both it's
unique tests and comprehensive oncology services.

Gentris provides genomic testing and pharmacogenomics services to
half of the top ten biopharma companies globally and has
participated and performed genomic analysis for over 1,000
clinical trials.  The company has operations in Raleigh (Research
Triangle Park), North Carolina and Shanghai, China in state-of-
the-art GLP, CLIA and FDA-compliant facilities.

Gentris' expertise in pharmacogenomics, the study of the role of
an individual's genetics in drug response, enables its clients to
quickly obtain and translate quality genomic biomarker results
into safer, more effective medicines that improve and personalize
the standard of care for patients globally.  Gentris also adds CAP
accredited biorepository and tissue management services for CGI's
growing global client base through an additional 28,000 square
feet of laboratory space.

Panna Sharma, CEO of Cancer Genetics, stated: "The acquisition of
Gentris will serve as a strong foundation for the expansion of our
programs into the clinical and hospital setting globally.  We now
have fully staffed laboratories in the U.S., India and China,
which gives us a uniquely competitive platform to develop,
commercialize, and deliver genomic and biomarker based oncology
diagnostics to our clients.  Importantly, this acquisition
provides a clear pathway and high growth opportunity to sell our
genomic based diagnostic tests to some of the largest pharma
companies in the world with additional capabilities such as
germline DNA testing and drug response optimization and
monitoring."

Mr. Sharma also added: "The fact that large biopharma companies
are continuing to invest heavily in China and that cancer is now
the single largest cause of death in China, makes it important
that CGI expand its operations and capabilities in this market.
Gentris' presence in China provides us the platform to do so."
According to Thomson-Reuters clinical intelligence service,
Cortellus, 550 to 600 clinical trials are initiated in China each
year with nearly forty percent focused on oncology.

With the acquisition of Gentris, and the previously announced
BioServe India acquisition, Cancer Genetics will have
approximately 60,000 square feet of state-of-the-art lab space and
will have established itself as a unique global provider for the
development and delivery of targeted, personalized oncology
diagnostics.

A full-text copy of the Asset Purchase Agreement is available for
free at http://is.gd/3CZwU2

                       About Cancer Genetics

Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage
diagnostics company focused on developing and commercializing
proprietary genomic tests and services to improve and personalize
the diagnosis, prognosis and response to treatment (theranosis) of
cancer.

Cancer Genetics reported a net loss of $12.37 million in 2013
following a net loss of $6.66 million in 2012.  As of March 31,
2014, the Company had $53.08 million in total assets, $9.44
million in total liabilities and $43.63 million in total
stockholders' equity.


CAPITALE VENTURES: Court Won't Extend Automatic Stay to President
-----------------------------------------------------------------
Bankruptcy Judge Allan L. Gropper denied the request of Capitale
Ventures I, LLC pursuant to Sec. 105 of the Bankruptcy Code to
extend the automatic stay so as to suspend a purported class
action lawsuit against Seth Greenberg, the president and
controlling person of Capitale.

The motion seeks a stay until confirmation of a plan, dismissal of
the bankruptcy case or further Court order on the ground that
continuation of that suit will expose the Debtor to risks of being
collaterally estopped by determinations therein, will burden or
distract Greenberg from pursuing reorganizational efforts, and
will use resources that would otherwise benefit all of Capitale's
creditors (who assertedly stand to receive a 100% recovery on
their claims in the Debtor's chapter 11 case).

The plaintiffs in the class action oppose the motion for a stay
and assert that they intend to proceed forthwith against Greenberg
personally in the litigation.

According to Judge Gropper, in denying the request, the Debtor has
not shown a "danger of imminent, irreparable harm." It has not
shown the likelihood of a successful reorganization. It has not
shown that the balance of relative harms tilts in its favor. It
has not shown that the public interest favors a stay.

Capitale Ventures I, LLC, filed a chapter 11 petition (Bankr.
S.D.N.Y. Case No. 14-11984) on July 2, 2014, and on the next day,
MM 130 Bowery Rest. Corp. d/b/a Capitale filed a similar petition.

At the time of the filings both entities were defendants in an
action in the District Court captioned Patrick Westropp, on behalf
of himself and others similarly situated against MM 130 Bowery
Rest. Corp., Capital [sic] Ventures I, LLC and Seth Greenberg, 13
Civ. 4958, pending before District Court Judge Woods.

The Westropp action is brought on behalf of a putative class (not
certified as of this date) and charges the defendants with
violations of the Fair Labor Standards Act, 29 U.S.C. sections 201
et. seq. and the New York Labor Law. There is no dispute that the
bankruptcy filings automatically stayed the Westropp action
against the defendants that had filed chapter 11 petitions and
that the action was not automatically stayed against the
individual defendant, Greenberg, the president and controlling
person of Capitale, who did not file personally.

A copy of the Court's July 21 Memorandum is available at
http://is.gd/BVSuSAfrom Leagle.com.


CAPSUGEL S.A.: S&P Keeps 'B+' Corp. Credit Rating Over Refinancing
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' corporate
credit rating on Morristown, N.J. hard capsule manufacturer and
dosage formulation services provider Capsugel S.A. is not affected
by the company's announcement that it will place a new
EUR355 million term loan and a $415 million tack on to its
existing holding company pay-in-kind (PIK) notes to refinance debt
and pay a $400 million dividend to its sponsor.  The rating
outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating and '3'
recovery rating to Capsugel's proposed Euro-denominated term loan
(the same as S&P's rating on the company's existing term loan).
S&P's '3' recovery rating indicates its expectation for meaningful
(50%-70%) recovery to lenders in the event of a payment default.
The term loan is being issued by Capsugel FinanceCo S.C.A. and
will share collateral with Capsugel's existing term loan.  S&P
will withdraw its 'B-' rating on the company's existing Euro-
denominated notes when the debt is repaid.  S&P's 'B-' issue-level
rating and '6' recovery rating on Capsugel's upsized holding
company debt is not affected by this announcement.

"Our ratings on Capsugel reflect the company's dominant market
position in an industry with meaningful barriers to entry, as well
as our view that the company is narrowly focused as a provider of
services to the global pharmaceutical industry.  Our ratings also
reflect leverage of around 7.2x pro forma the second debt-financed
dividend in less than a year, and our view that sponsor ownership
will continue to shape an aggressive financial policy," S&P said.

RATINGS LIST

Capsugel S.A.
Corporate Credit Rating       B+/Stable/--

New Rating
Capsugel FinanceCo S.C.A.
EUR355 million term loan      B+
   Recovery rating             3


CENTRAL FEDERAL: Closes $12MM Preferred Stock Private Placement
---------------------------------------------------------------
Central Federal Corporation, the parent holding company of CFBank,
had announced the completion of a private placement of an
aggregate of 480,000 shares of 6.25% Non-Cumulative Convertible
Perpetual Preferred Stock, Series B, of the Company with a
liquidation preference of $25.00 per share.  The Company sold
270,000 shares of Series B Preferred Stock on May 12, 2014, and an
additional 210,000 shares of Series B Preferred Stock on July 15,
2014, for an offering price of $25.00 per share, which resulted in
gross proceeds to the Company of $12 million.  After payment of
placement fees and other expenses, the Company's net proceeds from
the sale of the 480,000 shares of Series B Preferred Stock in the
private placement were approximately $11.4 million.

Timothy T O'Dell, CEO, commented: "We are very pleased to announce
our successful completion of this private placement, which allows
us to increase the capital levels of the Company and CFBank, as
well as to fund our continued growth and expansion.  We are
particularly appreciative of the support that we received from our
existing common stockholders."

Each share of Series B Preferred Stock sold by the Company in the
private placement is convertible into approximately 14.29 shares
of the Company's common stock based on a conversion price of $1.75
per share of common stock (subject to certain anti-dilution
adjustments).  In addition, the Company issued Warrants to
purchase an aggregate of 1,152,125 shares of common stock to the
purchasers of the Series B Preferred Stock in the private
placement.  The Warrants are exercisable for a period of five
years at a cash purchase price of $1.85 per share of common stock
(subject to certain anti-dilution adjustments).  The conversion of
the Series B Preferred Stock and the exercise of the Warrants are
subject to the restriction that in no event may shares of the
Series B Preferred Stock be converted into, or Warrants exercised
for, more than 19.9% of the Company's total outstanding common
stock or voting power unless and until the stockholders of the
Company approve the issuance of the shares of common stock upon
the conversion of the Series B Preferred Stock and exercise of the
Warrants in accordance with the applicable rules of the NASDAQ
Stock Market.

The Series B Preferred Stock and Warrants sold in the private
placement have not been registered under the Securities Act of
1933, as amended, or under the securities laws of any state, and
may not be resold without registration or an exemption from
registration under the Securities Act and applicable state
securities laws.  The Series B Preferred Stock and Warrants were
sold solely to "accredited investors" as defined in Rule 501(a) as
promulgated under the Securities Act.

The Company has agreed to call and hold a meeting of its
stockholders to present a proposal to approve the issuance of the
shares of common stock upon the conversion of the Series B
Preferred Stock and exercise of the Warrants.  The Company will
file a definitive proxy statement with the Securities and Exchange
Commission in connection with the Special Meeting.  Investors are
urged to read the Special Meeting Proxy Statement when it becomes
available because it will contain important information.

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

As reported by the TCR on April 24, 2014, the Board of Directors
of Central Federal approved the engagement of BKD, LLP, to serve
as the Company's independent registered public accounting firm for
the year ending Dec. 31, 2014.  Crowe Horwath LLP was dismissed as
the Company's accounting firm on April 17, 2014.

The Office of the Comptroller of the Currency has terminated the
Cease and Desist Order against CFBank, a subsidiary of Central
Federal Corporation, effective Jan. 23, 2014.  The CFBank Order
has been in place since May 25, 2011, which was prior to the 2012
capital raise and recapitalization of Central Federal Corporation
and CF Bank by the current management team and standby investor
group led by Timothy O'Dell (CEO), Thad Perry (President) and
Robert Hoeweler (Chairman).

Central Federal reported a net loss of $918,000 in 2013, a net
loss of $3.76 million in 2012 and a net loss of $5.42 million
in 2011.  The Company's balance sheet at March 31, 2014, showed
$258.98 million in total assets, $236.28 million in total
liabilities and $22.70 million in total stockholders' equity.


CHARLES CAPITAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Charles Capital LLC
        250 Commercial Street #400
        Worcester, MA 01608

Case No.: 14-41632

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: July 23, 2014

Court: United States Bankruptcy Court
       District of Massachusetts (Worcester)

Judge: Hon. Melvin S. Hoffman

Debtor's Counsel: James P. Ehrhard, Esq.
                  EHRHARD & ASSOCIATES, P.C.
                  418 Main Street, 4th Floor
                  Worcester, MA 01608
                  Tel: 508-791-8411
                  Email: ehrhard@ehrhardlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Felicio Lana, manager.

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


CIT GROUP: S&P Affirms 'BB-' ICR Over OneWest Bank Deal
-------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
long-term issuer credit rating and its 'B' short-term issuer
credit rating on CIT Group Inc.  S&P also affirmed its 'BB-'
ratings on CIT's senior unsecured debt.  The outlook is positive.

In S&P's view, CIT's planned acquisition of IMB Holdco LLC, the
parent of Pasadena, CA-based OneWest Bank N.A., will likely
notably improve CIT's credit profile--even though it will weaken
the company's robust capital and will come with integration and
strategic risks and uncertainties.  As a result, S&P is affirming
its ratings on the company and its debt and maintaining its
positive outlook.

"We will further assess the acquisition's impact on CIT's
franchise stability, funding strength, and asset quality, among
other factors, over the coming months," said Standard & Poor's
credit analyst Brendan Browne.  "We will also analyze management's
strategies for aspects such as business mix, loan growth, and risk
and capital management."

The acquisition is scheduled to close sometime in the first half
of 2015, pending regulatory approvals.

S&P believes that CIT's acquisition of the $23 billion-asset
OneWest would create a sizeable financial institution with nearly
$70 billion in assets.  Importantly, the acquisition would provide
CIT with a retail branch franchise that should help enhance its
funding diversity and stability.  Mainly through its 73 branches
in California, OneWest had $15 billion in deposits as of June 30,
2014.  Pro forma for the transaction, CIT's deposits would
represent 57% of its funding, up from 44% currently, and would
likely rise further.  Although OneWest's deposits costs are
somewhat higher than peers, they are meaningfully lower than CIT's
funding costs.  S&P also expects OneWest's growing commercial
banking franchise to add some diversification to CIT's midmarket
lending strategy.

"Our positive outlook on our rating on CIT reflects the ongoing
improvements to the company's funding, earnings, and risk
management," said Mr. Browne.  Over the next year, S&P expects the
company -- even beyond the OneWest transaction -- to continue to
grow the deposits and assets of CIT Bank, reduce expenses, and
maintain its currently low level of nonperforming assets.

S&P could raise its rating on the company if it continues to
improve its own franchise, and if we believe it will successfully
acquire and integrate OneWest.  CIT has taken steps to grow
earnings by reducing funding costs and operating expenses and
through organic asset growth.  S&P would look favorably on higher
earnings--particularly if they did not result from any reduction
in credit standards.  Any upgrade will also be contingent on a
more full assessment of OneWest's strengths and weaknesses.

While less likely, S&P could lower the rating if, after a more
substantial assessment of OneWest, it believes the acquisition
will result in a significantly more aggressive and risky financial
profile--one with weaker capital and liquidity and higher credit
risk.


CLEAR CHANNEL: Declares Special Cash Dividend
---------------------------------------------
In accordance with the terms of the stipulation of settlement,
dated July 8, 2013, among Clear Channel Communications, Inc.
("CCU") and the other named defendants; the special litigation
committee of the board of directors of Clear Channel Outdoor
Holdings, Inc. ("CCOH"); and the plaintiffs, the board of
directors of CCOH established a committee for the specific purpose
of monitoring the Revolving Promissory Note, dated Nov. 10, 2005,
between CCU, as maker, and CCOH, as payee.  The Committee has the
non-exclusive authority, pursuant to the terms of its charter, to
demand payments under the Due from CCU Note under certain
specified circumstances tied to CCU's liquidity or the amount
outstanding under the Due from CCU Note as long as CCOH makes a
simultaneous dividend equal to the amount so demanded.  Based on
the projected balance of the Due from CCU Note, the Committee's
non-exclusive authority to demand repayment of a portion of the
Due from CCU Note and declare a dividend in equal aggregate amount
has been triggered.

On July 21, 2014, in accordance with the terms of its charter, the
Committee (i) provided notice of its intent to make a demand for
repayment on Aug. 11, 2014, of $175 million outstanding under the
Due from CCU Note and (ii) declared a special cash dividend
payable in cash on Aug. 11, 2014, to CCOH's Class A and Class B
stockholders of record at the closing of business on Aug. 4, 2014,
in an aggregate amount equal to $175 million (or approximately
$0.49 per share, based on shares outstanding at the close of
business on July 18, 2014), conditioned only upon CCU satisfying
the Demand.  As the indirect parent of CCOH, CCU will be entitled
to approximately 88% of the proceeds from the dividend through its
wholly owned subsidiaries.  The remaining approximately 12% of the
proceeds from the dividend, or approximately $21 million, will be
paid to the public stockholders of CCOH.  Following satisfaction
of the Demand, the balance outstanding under the Due from CCU Note
will be reduced by $175 million.  As of June 30, 2014, the
outstanding balance of the Due from CCU Note was $950.2 million.

                About Clear Channel Communications

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

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

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

                         Bankruptcy Warning

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

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

                           *     *     *

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

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


CLEAR CHANNEL: Plans to Sell $222.2 Million Notes to Unit
---------------------------------------------------------
Clear Channel Communications, Inc., intends to issue and sell
approximately $222.2 million in aggregate principal amount of new
senior notes due 2021 to CC Finco, LLC, an indirect wholly owned
subsidiary of the Company, in a transaction exempt from
registration under the Securities Act of 1933, as amended.

The new Senior Notes due 2021 will be issued as additional notes
under the indenture governing CCU's existing Senior Notes due
2021.  On July 21, 2014, the Company issued a notice of redemption
to redeem all of the outstanding $94.3 million aggregate principal
amount of Senior Cash Pay Notes due 2016 and $127.9 million
aggregate principal amount of Senior Toggle Notes due 2016 using
proceeds of the issuance of the new Senior Notes due 2021.  The
closing of the issuance of the new Senior Notes due 2021 and
redemption of the outstanding Senior Cash Pay Notes due 2016 and
Senior Toggle Notes due 2016 are expected to occur on Aug. 22,
2014.

                 About Clear Channel Communications

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

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

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

                         Bankruptcy Warning

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

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

                           *     *     *

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

As reported by the TCR on May 28, 2013, Standard & Poor's Ratings
Services affirmed its corporate credit rating on Texas-based Clear
Channel Communications Inc. (CCU) and CC Media Holdings Inc. at
'CCC+'.


COASTLINE INVESTMENTS: Aug. 7 Hearing on Approval of Hotel Sale
---------------------------------------------------------------
Bankruptcy Judge Richard M. Neiter, according to Coastline
Investments LLC, et al.'s case docket, will convene a hearing on
Aug. 7, 2014, at 10:00 a.m., to consider the Debtors' motion to:

   1) authorize the sale of assets;

   2) approve the assumption and assignment of certain leases
      and executory contracts; and

   3) approve stipulations resolving certain secured claims.

Each of the Debtors owns and operates a hotel in the Pomona area.
The Debtors believe that each of their hotels has a fair market
value of approximately $12 million, for an aggregate value of
approximately $24 million.

Coastline is the owner the Hilltop Hotel consisting of 130 suites
located on three acres of hilltop property by Interstates 10 and
57, Cal-Poly Tech University, and the Los Angeles County
fairgrounds, Fairplex.

Diamond is the owner of a 161-room hotel located in Pomona,
California.  Diamond believes that the fair market value of the
Diamond Hotel is approximately $12 million.

Each of the hotels is secured by a first priority lien in the
principal amount of $5,250,000.  In addition, the hotels jointly
serve as collateral for a junior secured obligation in the
principal amount of $2,500,000.  Based on the foregoing, the
principal aggregate amount of the secured debt is $13 million.  In
addition, the unsecured debt is under $500,000.  Thus, the total
debt of the Debtors' estates is approximately $13,500,000.

Although several offers were received with respect to the hotels,
a stalking horse bidder emerged for the Diamond Hotel only.  No
stalking horse bidder has been approved for the Hilltop Hotel.
The best offer for the purchase of the Diamond Hotel was submitted
by 3200 Temple Associates, LLC.  At a hearing held on June 5, the
Bankruptcy Court approved Temple Associates as stalking horse
bidder with an opening bid of $8,275,000, and approved certain bid
procedures in connection with the sale of the Diamond Hotel.

In the event that Temple Associates is not the successful final
bidder of the Diamond Hotel, it will receive a breakup fee equal
to $248,250, subject to the terms of the sale agreement.

The Debtors are represented by:

         David B. Golubchik, Esq.
         J.P. Fritz, Esq.
         LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
         10250 Constellation Boulevard, Suite 1700
         Los Angeles, CA 90067
         Tel: (310) 229-1234
         Fax: (310) 229-1244
         E-mail: DBG@LNBYB.com
                 JPF@LNBYB.COM

                    About Coastline and Diamond

Coastline Investments, doing business as Hilltop Suites Hotel, and
Diamond Waterfalls LLC, doing business as Diamond Bar Inn &
Suites, filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal.
Case No. 14-13028 and 14-13030) in Los Angeles on Feb. 18, 2014.
The cases are jointly administered under Lead Case No. 14-30328.

Coastline Investments is the owner of a hotel located at the top
of a prominent hill with sweeping views in Pamona, California.
The Hilltop Hotel consists of 130 suites located on three acres of
hilltop property by Interstates 10 and 57, Cal-Poly Tech
University, and the Los Angeles County fairgrounds, Fairplex.  The
Hilltop Hotel has three hotel floors along with two levels of
parking and features and outdoor pool, spa, exercise fitness
center, sauna, steam room and a full service restaurant, lounge,
meeting spaces and a banquet ballroom to accommodate 300 guests.

Diamond is the owner of a 161-room hotel located in Pomona,
California.  The Diamond Hotel is a full-service hotel, which
includes a business center, meeting facilities, pool, spa, fitness
center, steam, sauna and offices.

Debtor Coastline Investments disclosed $12,002,061 in asset and
$8,164,554 in liabilities as of the Chapter 11 filing.

The Debtors acquired both of the hotels through voluntary Chapter
11 bankruptcy court 11 U.S.C. Sec. 363 sales in February 2012.
The Hilltop Hotel was acquired from Shilo Inn, Pamona Hilltop, LLC
(Case No. 11-26270) and the Diamond Hotel was acquired from Shilo
Inn, Diamond Bar LLC (Case No. 10-60884).

The Debtors sought bankruptcy protection after the receiver
appointed for the hotels scheduled a trustee sale for both hotels.
The receiver was appointed at the behest of the investor group
which provided a secured loan of $2,500,000, which the Debtors
defaulted.  The Debtors also have loans from First General Bank
each in the amount of $5,250,000.

Shin-Chung Liu is the 100% membership owner and managing member of
both of the Debtors.  The Debtors' affairs are managed by Liberty
Capital Management Corporation.

Judge Richard M. Neiter has been assigned to the cases.

The Debtors are represented by David B. Golubchick, and J.P.
Fritz, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P., in Los
Angeles, California.

No committee of unsecured creditors was appointed in the case.


COASTLINE INVESTMENTS: Aug. 7 Hearing on Use of Cash Collateral
---------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Aug. 7, 2014, at
10:00 a.m., to consider Coastline Investments LLC, et al.'s motion
to use cash collateral until Dec. 31, 2014.

The Debtor will use the cash collateral, in which secured
creditors assert an interest, to pay expenses for maintaining and
operating the hotels.  The Debtors also sought permission to
deviate from the line items contained in the budgets by no more
than 15% on a line-item basis and no more than 5% on a cumulative
basis, without the need for further Court order.

The Debtors' secured lenders include First General Bank, and a
pooled loan investor group.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant the secured lenders
replacement liens on the postpetition rents, revenues, issues and
profits of each of the Debtors.

A copy of the budget is available for free at
http://bankrupt.com/misc/COASTLINEINVESTMENTS_87_cashcoll.pdf

                    About Coastline and Diamond

Coastline Investments, doing business as Hilltop Suites Hotel, and
Diamond Waterfalls LLC, doing business as Diamond Bar Inn &
Suites, filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal.
Case No. 14-13028 and 14-13030) in Los Angeles on Feb. 18, 2014.
The cases are jointly administered under Lead Case No. 14-30328.

Coastline Investments is the owner of a hotel located at the top
of a prominent hill with sweeping views in Pamona, California.
The Hilltop Hotel consists of 130 suites located on three acres of
hilltop property by Interstates 10 and 57, Cal-Poly Tech
University, and the Los Angeles County fairgrounds, Fairplex.  The
Hilltop Hotel has three hotel floors along with two levels of
parking and features and outdoor pool, spa, exercise fitness
center, sauna, steam room and a full service restaurant, lounge,
meeting spaces and a banquet ballroom to accommodate 300 guests.

Diamond is the owner of a 161-room hotel located in Pomona,
California.  The Diamond Hotel is a full-service hotel, which
includes a business center, meeting facilities, pool, spa, fitness
center, steam, sauna and offices.

The Debtors acquired both of the hotels through voluntary Chapter
11 bankruptcy court 11 U.S.C. Sec. 363 sales in February 2012.
The Hilltop Hotel was acquired from Shilo Inn, Pamona Hilltop, LLC
(Case No. 11-26270) and the Diamond Hotel was acquired from Shilo
Inn, Diamond Bar LLC (Case No. 10-60884).

Debtor Coastline Investments disclosed $12,002,061 in asset and
$8,164,554 in liabilities as of the Chapter 11 filing.

The Debtors sought bankruptcy protection after the receiver
appointed for the hotels scheduled a trustee sale for both hotels.
The receiver was appointed at the behest of the investor group
which provided a secured loan of $2,500,000, which the Debtors
defaulted.  The Debtors also have loans from First General Bank
each in the amount of $5,250,000.

Shin-Chung Liu is the 100% membership owner and managing member of
both of the Debtors.  The Debtors' affairs are managed by Liberty
Capital Management Corporation.

Judge Richard M. Neiter has been assigned to the cases.

The Debtors are represented by David B. Golubchick, and J.P.
Fritz, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P., in Los
Angeles, California.

No committee of unsecured creditors was appointed in the case.


COMSTOCK MINING: Incurs $3.4 Million Net Loss in June 30 Quarter
----------------------------------------------------------------
Comstock Mining, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.38 million on $6.21 million of total revenues for the three
months ended June 30, 2014, as compared with a net loss of $5.52
million on $6.98 million of total revenues for the same period in
2013.

As of June 30, 2014, the Company had $52.71 million in total
assets, $28.19 million in total liabilities and $24.52 million in
total stockholders' equity.

"Future production rates and gold prices below management's
expectations would adversely affect the Company's results of
operations, financial condition and cash flows.  If the Company
was unable to obtain any necessary additional funds, this could
have an immediate material adverse effect on liquidity and could
raise substantial doubt about the Company's ability to continue as
a going concern.  In such case, the Company could be required to
limit or discontinue certain business plans, activities or
operations, reduce or delay certain capital expenditures or sell
certain assets or businesses.  There can be no assurance that the
Company would be able to take any such actions on favorable terms,
in a timely manner or at all," the Company stated in the Report.

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

                        http://is.gd/oDNAcx

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

Comstock Mining incurred a net loss available to common
shareholders of $25.36 million in 2013, a net loss available to
common shareholders of $35.13 million in 2012 and a net loss
available to common shareholders of $16.30 million in 2011.


CP HALL: Bankr. Court Refuses to Junk PI Creditor's Suits
---------------------------------------------------------
Judge A. Benjamin Goldgar of the United States Bankruptcy Court
for the Northern District of Illinois, Eastern Division, issued a
memorandum opinion dated July 21, 2014, giving an asbestos-related
personal injury creditor in the Chapter 7 case of The C.P. Hall
Company another chance to accomplish service of complaints and
summonses against groups of creditors represented by the law firms
Cooney & Conway and O'Brien Law Firm.  The Defendants filed a
motion to dismiss the complaints for insufficient service of
process.  While Judge Goldgar agreed with the defendants that
service was insufficient, he refused to dismiss the complaints
after determining that it remains reasonably conceivable that the
creditor will be able to serve the law firms' creditors in a way
that complies with the rules.

The adversary cases are JAMES SHIPLEY, Plaintiff, v. JOSEPH
ABRAMS, et al., Defendants, Case No. 13 A 1070 (Bankr. N.D. Ill.).
and JAMES SHIPLEY, Plaintiff, v. BYRON T. ADAMS, et al.,
Defendants, Case No. 13 A 1156 (Bankr. N.D. Ill.).  The Chapter 7
case is In re: THE C.P. HALL COMPANY, Chapter 7, Debtor, NOs. 11 B
26443 (Bankr. N.D. Ill.).  A full-text copy of Judge Goldgar's
July 21 Decision is available at http://is.gd/xueNENfrom
Leagle.com.

C.P. Hall Co. filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 11-26443) on June 24, 2011, listing under $1 million in both
assets and debts.  A copy of the petition is available at
http://bankrupt.com/misc/ilnb11-26443.pdf


CP HALL: Court Dismisses Shipley Lawsuits on Technicality
---------------------------------------------------------
In the Chapter 11 case of The C.P. Hall Company, Bankruptcy Judge
A. Benjamin Goldgar dismissed these adversary proceedings for
insufficient service of process:

    (i) JAMES SHIPLEY, Plaintiff, v. JOSEPH ABRAMS, et al.,
        Defendants, No. 13 A 1070 (Bankr. N.D. Ill.); and

   (ii) JAMES SHIPLEY, Plaintiff, v. BYRON T. ADAMS, et al.,
        Defendants, No. 13 A 1156 (Bankr. N.D. Ill.).

In each adversary proceeding, the complaint and summons were
served on an attorney who represented the defendants in state
court personal injury actions but whose only involvement in the
bankruptcy case was signing the defendants' proof of claim.  As
the defendants argue, these attorneys are not "agents of such
defendant[s] authorized by appointment . . . to receive service of
process" under Bankruptcy Rule 7004(b)(8), Fed. R. Bankr. P.
7004(b)(8).

"The motions will therefore be granted and the summonses quashed.
Shipley will be given another chance to accomplish service," Judge
Goldgar said.

Like other asbestos companies, C.P. Hall has been the subject of
many personal injury actions from people claiming harm from its
products.  Most if not all of these people hold judgments against
C.P. Hall and are creditors in the bankruptcy case. Like other
asbestos companies, C.P. Hall also had insurance policies that may
provide coverage for the claims. Except for a bank account with a
trivial balance, the policies and their proceeds are C.P. Hall's
only assets.

Since before the bankruptcy case was filed, various personal
injury creditors have been fighting over the relative priority of
their rights to C.P. Hall's assets:

     -- On one side is James Shipley, as representative of his
        late wife Janet's estate.  Shipley has filed a proof
        of claim in the bankruptcy case for $3,362,465.

     -- On the other side are two groups of creditors, one
        represented in underlying personal injury actions by
        the Chicago law firm Cooney & Conway, another represented
        in personal injury actions by the O'Brien Law Firm in
        St. Louis.

Although personal injury creditors typically hold unsecured
claims, both Shipley and the Cooney & Conway and O'Brien creditors
insist their claims are secured at least in part.

The Cooney & Conway creditors filed a single proof of claim in the
bankruptcy case asserting claims totaling $121,610,107.  Attorney
John Cooney signed the second page of the form as attorney for
these creditors and included his law firm's address and telephone
number. In part 8 on page two, Cooney checked the box stating: "I
am the creditor's authorized agent." But instead of Cooney, the
first page of the proof of claim listed attorney Joseph D. Frank
of FrankGecker LLP in Chicago as the "[n]ame and address where
notices should be sent."

The O'Brien creditors filed a single proof of claim asserting
claims totaling $30,900,000.  The proof of claim was the same as
the Cooney & Conway proof of claim in relevant respects. Attorney
Andrew O'Brien signed the second page of the form as attorney for
these creditors and included his law firm's address and telephone
number. In part 8 on page two, O'Brien checked the same box Cooney
had checked stating: "I am the creditor's authorized agent."
Instead of O'Brien, the proof of claim's first page listed Frank
and his firm as the "[n]ame and address where notices should be
sent," as the Cooney & Conway proof of claim had done.

Apart from filing the proofs of claim, Cooney and O'Brien
themselves have not participated in the C.P. Hall bankruptcy case.
They have filed no papers (including any sort of appearance form
or request for notice), and to the court's recollection they have
not appeared at any hearings.  Frank and another FrankGecker
attorney, Reed Heiligman, filed appearances for the Cooney &
Conway and O'Brien creditors and have represented these creditors
actively in the bankruptcy.

In August 2013, Shipley filed an adversary complaint against the
Cooney & Conway creditors, seeking a determination that he had a
lien on certain insurance proceeds, that any lien the creditors
had was invalid, and that to the extent both he and the creditors
had liens, his was superior to theirs. Shipley also objected to
the creditors' claims.

The next month, Shipley filed another adversary complaint, this
one against the O'Brien creditors. The O'Brien complaint differed
somewhat from the Cooney & Conway complaint. In the O'Brien
complaint, Shipley sought a determination only that any lien the
creditors claimed to have on certain insurance proceeds was
invalid. He also objected to the creditors' claims.

In his complaints, Shipley named the defendants in the caption
collectively as "Cooney & Conway Creditors" and "O'Brien
Creditors." To go with each complaint, Shipley also had a single
summons issued, one directed to "Cooney & Conway Creditors," the
other to "O'Brien Creditors."  In the Cooney & Conway adversary
proceeding, Shipley served two copies of the summons and
complaint, mailing one set Cooney at his firm and another set to
Frank at FrankGecker.  In the O'Brien adversary proceeding,
Shipley served copies of the summons and complaint, mailing one
set to the O'Brien Law Firm (but not to O'Brien himself) and
another to Frank at FrankGecker. The individual creditors were not
served.

The Cooney & Conway and O'Brien creditors moved to dismiss the two
adversary proceedings under Rules 12(b)(4) and (5).  Because the
complaints' captions were insufficient, (since no individual
creditors were named as defendants) and the summonses were
insufficient (since no separate summons was issued to each
individual creditor intended as a defendant), the Rule 12(b)(4)
motions were granted and the summonses quashed.  Shipley v. Cooney
& Conway Creditors (In re The C.P. Hall Co.), 506 B.R. 751, 754-57
(Bankr. N.D. Ill. 2014).  The question of the sufficiency of
service did not have to be reached. Id. at 757.  Shipley was given
leave to amend his complaints to correct the captions and to have
new summonses issued.

Shipley filed amended complaints with captions listing each of the
Cooney & Conway and O'Brien creditors as defendants. He also had
alias summonses issued, one for each defendant. Shipley then
served the amended complaints and alias summonses by mailing them,
not to the individual defendants, but to O'Brien (in the O'Brien
adversary proceeding) and to Cooney (in the Cooney & Conway
adversary proceeding) at the addresses of their law firms.

The defendant creditors have now moved to dismiss the complaints
under Rule 12(b)(5) on the ground that service of process was
insufficient.  Shipley opposes the motions.

A copy of the Court's July 21, 2014 Memorandum Opinion is
available at http://is.gd/xueNENfrom Leagle.com.

The C.P. Hall Company is a defunct distributor of raw asbestos
products.  C.P. Hall filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 11-26443) on June 24, 2011, listing under $1 million in
both assets and debts.  A copy of the petition is available at
http://bankrupt.com/misc/ilnb11-26443.pdf The case was later
converted to a case under chapter 7, and Joseph Baldi was
appointed interim trustee.


CRUMBS BAKE SHOP: Wins Interim Approval of $1.13MM DIP Loan
-----------------------------------------------------------
Crumbs Holdings LLC, Crumbs Bake Shop, Inc., and certain of their
affiliates and subsidiaries on July 16, 2014, obtained an interim
order from the New Jersey Bankruptcy Court approving their DIP
loan from Lemonis Fischer Acquisition Company LLC in an amount not
to exceed $1,133,000, pursuant to a Superpriority Debtor-in-
Possession Credit and Security Agreement, dated as of July 11.

Pursuant to the Interim Order, Lemonis Fischer Acquisition has
made an initial advance of $200,000 to the Debtors under the DIP
Credit Agreement.  Subject to the terms of the DIP Credit
Agreement, the balance of the funds available under the DIP Credit
Agreement shall be available upon the entry of a final order by
the Bankruptcy Court approving the DIP Credit Agreement.

The Debtors were also given interim authority to use cash
collateral securing their prepetition indebtedness in the amount
of $5,514,245, from Fischer Enterprises, L.L.C.  On July 10, 2014,
Fischer Enterprises assigned all of its interests in and under the
Prepetition Loan Documents and Prepetition Liens to the DIP
Lender.

The DIP and Cash Collateral requests are set for a final hearing
at 10:00 a.m. EST, on July 31, 2014.  Objections are due July 28.

The Debtors have a deal to sell substantially all of their assets
to Lemonis Fischer Acquisition, as stalking horse bidder, pursuant
to an Asset Purchase Agreement, dated July 11.

The principal amounts outstanding under the DIP Credit Agreement
bear interest at a rate of 7% per annum.  Loans outstanding under
the DIP Credit Agreement will mature on the earlier of (i)
September 8, 2014, (ii) the date of the closing of the sale of the
Debtors' assets pursuant to the Asset Purchase Agreement, and
(iii) an Event of Default under the DIP Credit Agreement.

The Debtors' obligations under the DIP Credit Agreement are
secured by a lien covering substantially all of the Debtors'
assets, rights and properties, subject to certain exceptions set
forth in the DIP Credit Agreement. The DIP Credit Agreement
provides that all obligations outstanding under the DIP Credit
Agreement constitute administrative expenses in the Chapter 11
Cases, with administrative priority and senior secured status
under Sections 364(c) of the Bankruptcy Code and, subject to
certain exceptions set forth in the DIP Credit Agreement, have
priority over any and all administrative expense claims, unsecured
claims and costs and expenses in the Chapter 11 Cases.  The DIP
Credit Agreement provides for a carve-out with respect to the
unpaid fees of the Clerk of the Bankruptcy Court and the United
States Trustee, and unpaid budgeted fees of professionals in the
Bankruptcy Case subject to approval of the Bankruptcy Court.

The DIP Credit Agreement provides for affirmative and negative
covenants, including affirmative covenants requiring the Debtors
to provide financial information, budgets and other information to
Lemonis Fischer Acquisition, and negative covenants restricting
the Debtors' ability to incur additional indebtedness, grant
liens, dispose of assets, make investments, or take certain other
actions, in each ease except as permitted in the DIP Credit
Agreement. The Debtors' ability to borrow under the DIP Credit
Agreement is subject to the satisfaction of certain customary
conditions precedent set forth.

The DIP Credit Agreement provides for certain customary events of
default, including events of default resulting from non-payment of
principal, interest or other amounts when due, material breaches
of representations and warranties, breaches of covenants in the
DIP Credit Agreement, conversion of the Bankruptcy Proceeding to a
Chapter 7 case, the appointment of a trustee, an order lifting the
automatic bankruptcy stay for amounts greater than $50,000 or
entry of an order approving the sale of the Debtors assets to
someone other than Lemonis Fischer Acquisition.  Upon the
existence of an event of default, upon five business days' notice
to the Debtors, the UST and Bankruptcy Court, Lemonis Fischer
Acquisition may declare all principal, interest and other amounts
under the DIP Credit Agreement immediately due and payable, except
that in the case of a payment default or the entry by the
Bankruptcy Court of an order approving the sale of the Debtors'
assets to a party other than Lemonis Fischer Acquisition, the
outstanding obligations under the DIP Credit Agreement shall be
immediately due and payable without notice.

The Stalking Horse Bidder may be reached at:

     Lemonis Fischer Acquisition Company
     701 Cedar Lake Blvd.
     Oklahoma City, OK 73114
     Attention: Mark A. Fischer
     Telephone: 405-478-8870
     E-mail: markf@chaparralenergy.com

Lemonis Fischer Acquisition is represented by:

     McAFEE & TAFT A PROFESSIONAL CORPORATION
     Two Leadership Square, 10th Floor
     211 N. Robinson
     Oklahoma City, OK 73102
     Attention: Louis Price
     Telephone: (405) 552-2253
     E-mail: louis.price@mcafeetaft.com

Crumbs' Media Contact is:

     Leigh Parrish
     FTI Consulting
     Tel: 212-850-5651
     E-mail: leigh.parrish@fticonsulting.com

Marcus Lemonis' Media Contact is:

     Karen Porter
     Tel: 917-215-8636
     E-mail: kporter@MarcusLemonis.com

Fischer Enterprises' Media Contact is:

     Meg Martin, Gooden Group PR
     Tel: 405-397-6156
     E-mail: mmartin@goodengroup.com

A copy of the Senior Secured Debtor-in-Possession Credit and
Security Agreement dated as of July 11, 2014 among Crumbs Bake
Shop, Inc., its listed Subsidiaries and Lemonis Fischer
Acquisition Company, LLC, including a nine-week budget through the
week of Aug. 31 to Sept. 6, 2014, is available at
http://is.gd/1WPUWd

On July 7, 2014, the Board of Directors of Crumbs Bake Shop
determined to cease operations effective immediately.  The Board's
determination was made after the Company lacked sufficient
liquidity to maintain current operations.  The Board directed the
officers of the Company to explore all means for obtaining
financing to ensure the Company did not accrue liabilities to
creditors and employees beyond its means to pay and that failing
to obtain such financing, determined that it was desirable and in
the best interests of the Company, its creditors, employees and
other interested parties that the Company cease operations at the
close of business on July 7.  No such financing materialized and,
as a result, the Company was unable to continue its operations.

The cession of business constitutes an "Event of Default" under
that certain Senior Secured Loan and Security Agreement, dated as
of January 20, 2014, among the Company, Crumbs Holdings LLC, and
Fischer Enterprises, L.L.C. and the senior secured convertible
Tranche Notes issued by Crumbs pursuant thereto.  The Event of
Default also constitutes an "Event of Default" under the Company's
senior unsecured promissory notes that were issued pursuant to
that certain Securities Purchase Agreement, dated as of April 29,
2013, as amended by a First Amendment to Securities Purchase
Agreement, dated as of May 9, 2013, between the Company and
Michael Serruya.

As of June 30, 2014, the aggregate amounts outstanding under the
Tranche Notes and the Unsecured Notes were $9,300,000 and
$5,098,115, respectively.

Effective July 1, 2014, as a result of the Events of Defaults,
interest on the outstanding balances due under the Tranche Notes
and the Unsecured Notes now accrue at the rate of 18.0% per annum
until such time as the Company cures the Events of Default. Prior
to the Events of Default, the interest rates applicable to the
Tranche Notes and the Unsecured Notes were 7.0% per annum and 6.5%
per annum, respectively.  This interest rate increase will
significantly increase the amounts that the Company is required to
pay under the Tranche Notes and the Unsecured Notes. Under the
terms of the Unsecured Notes, the Event of Default precludes the
Company from paying interest due thereunder in shares of its
common stock; such interest must now be paid in cash. The Secured
Loan Agreement provides that interest which accrues under the
Tranche Notes is to be added to the amounts outstanding thereunder
unless Crumbs elects to pay such interest in cash.

                      About Crumbs Bake Shop

Crumbs Bake Shop, Inc. (OTCBB: CRMB), a New York-based cupcake
specialty store chain, and 22 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. D. N.J. Lead Case No.
14-24287) on July 11, 2014.  John D. Ireland signed the petitions
as chief financial officer.  Crumbs Bake Shop estimated assets of
$10 million to $50 million and the same range of liabilities.

Cole, Schotz, Meisel, Forman & Leonard, P.A., acts as the Debtors'
counsel.  Glass Ratner is serving as Crumbs' financial advisor.
Prime Clerk LLC is the Debtors' claims and noticing agent.  Judge
Michael B. Kaplan oversees the jointly administered cases.

On July 7, 2014, the Board of Directors of Crumbs Bake Shop
determined to cease operations effective immediately.  The Board's
determination was made after the Company lacked sufficient
liquidity to maintain current operations.

On the petition date, Crumbs entered into an Asset Purchase
Agreement through which Lemonis Fischer Acquisition Company, LLC,
a joint venture created by Marcus Lemonis LLC and Fischer
Enterprises, L.L.C., will acquire the Crumbs' business as part of
the Company's Chapter 11 filing.  The Company hopes to complete
the sale process in approximately 60 days, pending receipt of the
necessary approvals from the Bankruptcy Court.

Lemonis Fischer Acquisition is represented by Louis Price, Esq.,
at McAfee & Taft PC.


CTI BIOPHARMA: Expands Access to Pixuvri with Approval in Israel
----------------------------------------------------------------
CTI BioPharma Corp. has received approval from the Israeli
Ministry of Health for PIXUVRI (pixantrone).

PIXUVRI in Israel is indicated as monotherapy for the treatment of
adult patients with multiply relapsed or refractory aggressive B-
cell non-Hodgkin lymphoma (aggressive B-cell NHL) who have
received not more than three previous courses of treatment.  The
benefit of pixantrone treatment has not been established in
patients when used as fifth line or greater chemotherapy in
patients who are refractory to last therapy.

In Israel, PIXUVRI will be distributed and marketed by the
Neopharm Group, Israel's second largest pharmaceuticals and health
products marketer, once PIXUVRI is included in the Israeli
National Health Basket of drugs by the MOH.

"The approval of PIXUVRI in Israel provides patients with
aggressive B-cell NHL who have failed second- or third-line
therapy a new approved option, where none existed before, that can
effectively treat their disease with manageable side effects,"
said Abraham Avigdor, M.D., Faculty of Medicine at Tel Aviv
University, Ramat Aviv, Israel and Division of Hematology and Bone
Marrow Transplantation, Chaim Sheba Medical Center, Tel-Hashomer,
Israel.  "Patients who have relapsed after second-line therapy
have a poor survival outcome.  It is vital to have additional
treatment options available, like PIXUVRI, so we can provide these
patients the best care possible and help them battle their
disease."

"We are pleased to continue to expand the availability of PIXUVRI
as interest in this new therapy continues to grow," said James A.
Bianco, M.D., president and chief executive officer of CTI.  "We
feel PIXUVRI fills an important role in the treatment paradigm for
patients with aggressive B-cell NHL, and we are focused on
increasing access to the treatment for as many patients as
possible."

Separately, the Dutch Healthcare Authority (NZa) and the
healthcare insurance board College voor zorgverzekeringen (CVZ) of
the Netherlands have approved funding for PIXUVRI as an add-on
drug for patients who need a third- or fourth-line treatment
option for aggressive B-cell lymphoma.  This follows the inclusion
of PIXUVRI on the HOVON (Haemato Oncology Foundation for Adults in
the Netherlands) treatment guidelines, effective June 1, 2014.
The inclusion on the Dutch list of reimbursed drugs makes PIXUVRI
the first registered and reimbursed medicine for the treatment of
patients with multiply relapsed or refractory aggressive B-cell
NHL in the Netherlands.

                        About CTI BioPharma

CTI BioPharma Corp. (NASDAQ and MTA: CTIC), formerly known as
Cell Therapeutics, Inc., is a biopharmaceutical company focused on
the acquisition, development and commercialization of novel
targeted therapies covering a spectrum of blood-related cancers
that offer a unique benefit to patients and healthcare providers.
The Company has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis.  CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited.  For additional
information and to sign up for email alerts and get RSS feeds,
please visit www.ctibiopharma.com.

Cell Therapeutics reported a net loss attributable to common
shareholders of $49.64 million in 2013, a net loss attributable to
common shareholders of $115.27 million in 2012 and a net loss
attributable to common shareholders of $121.07 million in 2011.
The Company's balance sheet at Dec. 31, 2013, showed $93.72
million in total assets, $37.50 million in total assets, $13.46
million in common stock purchase warrants and $42.75 million in
total shareholders' equity.

                            Going Concern

"Our independent registered public accounting firm included an
explanatory paragraph in its reports on our consolidated financial
statements for each of the years ended December 31, 2007 through
December 31, 2011 regarding their substantial doubt as to our
ability to continue as a going concern.  Although our independent
registered public accounting firm removed this going concern
explanatory paragraph in its report on our  December 31, 2012
consolidated financial statements, we expect to continue to need
to raise additional financing to develop our business and satisfy
obligations as they become due.  The inclusion of a going concern
explanatory paragraph in future years may negatively impact the
trading price of our common stock and make it more difficult, time
consuming or expensive to obtain necessary financing, and we
cannot guarantee that we will not receive such an explanatory
paragraph in the future," the Company said in its annual report
for the year ended Dec. 31, 2013.

The Company also said it may not be able to maintain its listings
on The NASDAQ Capital Market and the MTA in Italy, or trading on
these exchanges may otherwise be halted or suspended.

"Maintaining the listing of our common stock on The NASDAQ Capital
Market requires that we comply with certain listing requirements.
We have in the past and may in the future fail to continue to meet
one or more listing requirements."

                          Bankruptcy Warning

"We have acquired or licensed intellectual property from third
parties, including patent applications and patents relating to
intellectual property for PIXUVRI, pacritinib and tosedostat.  We
have also licensed the intellectual property for our drug delivery
technology relating to Opaxio, which uses polymers that are linked
to drugs known as polymer-drug conjugates.  Some of our product
development programs depend on our ability to maintain rights
under these licenses.  Each licensor has the power to terminate
its agreement with us if we fail to meet our obligations under
these licenses.  We may not be able to meet our obligations under
these licenses.  If we default under any license agreement, we may
lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights," the
Company stated in the 2013 Annual Report.


CYCLONE POWER: Tonaquint Holds 7.5% Equity Stake
------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Tonaquint, Inc., and its affiliates disclosed that as
of July 22, 2014, they beneficially owned 25,831,167 shares of
common stock of Cyclone Power Technologies Inc. representing 7.5
percent of the shares outstanding.  A full-text copy of the
regulatory filing is available for free at http://is.gd/TEU1fb

                        About Cyclone Power

Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation.  The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.

Cyclone Power reported a net loss of $3.79 million on $715,382 of
revenues for the year ended Dec. 31, 2013, as compared with a net
loss of $3 million on $1.13 million of revenues for the year ended
Dec. 31, 2012.  The Company's balance sheet at March 31, 2014,
showed $1.37 million in total assets, $3.62 million in total
liabilities and a $2.25 million total stockholders' deficit.

Mallah Furman, in Fort Lauderdale, Florida, 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 dependence on outside financing, lack of
sufficient working capital, and recurring losses raises
substantial doubt about its ability to continue as a going
concern.


DEAN FOODS: S&P Raises Corp. Credit Rating to 'BB-'
---------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Dallas-based Dean Foods Co. to 'BB-' from 'B+' and
assigned a stable outlook.

At the same time, S&P raised its issue-level rating on the
company's senior secured debt to 'BB+' from 'BB'.  The recovery
rating remains '1', indicating S&P's expectation for very high
(90% to 100%) recovery in the event of a payment default.

In addition, S&P raised its issue-level rating on the company's
senior unsecured debt to 'B+' from 'B'.  The recovery rating
remains '5', indicating S&P's expectation for modest (10%-30%)
recovery in the event of a payment default.

S&P also raised its issue-level rating on subsidiary Dean Holding
Co.'s senior unsecured debt to 'B' from 'B-'.  The recovery rating
remains '6', indicating S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default.

"Dean Foods' financial risk profile has improved, and we expect
the company to maintain adjusted leverage below 4x and a ratio of
adjusted funds from operations to total debt of over 20% over the
next 12 months, while maintaining adequate liquidity," said
Standard & Poor's credit analyst Jeff Burian.  "Despite recent
high ingredient costs and challenging industry conditions, we
expect the company to sustain its reduced leverage and significant
cash flow."

Standard & Poor's ratings on Dean Foods reflect S&P's view that
the company's financial risk profile is "significant" and its
business risk profile is "fair".  Key credit factors in S&P's
assessment include its position as the leading national fluid
dairy company in the U.S., the company's exposure to challenging
U.S. fresh dairy processing industry conditions (characterized by
reduced fluid milk demand), excess production capacity in many
regions, consumers' shift away from higher-margin branded milk
sales in times of economic weakness, and recently volatile
commodity input costs (including record high raw milk costs).  In
addition, though S&P believes Dean Foods' direct-store delivery
distribution system benefits from its scale, it faces significant
cost pressures from the proliferation of smaller customers it
serves, greater delivery distances resulting from plant closures,
and the high cost of fuel.  Participants in this high-fixed-cost
industry, including the company, are challenged to adequately
reduce costs and maintain production and distribution efficiencies
on lower volumes.

S&P's "fair" business risk assessment also incorporates its view
of the agribusiness and commodity foods industry's "intermediate"
risk and "very low" country risk, as the majority of Dean Foods'
sales are in North America, and S&P's assessment of its
competitive position as "fair."  S&P believes Dean Foods' business
risk profile has diminished following the divestitures of its
higher-margin operating segments, given the company's reduction in
product, market segment, and customer diversity, and the loss of
the relatively higher margins.


DOTS LLC: Authorized to Sell dots.com; To Have Consumer Ombudsman
-----------------------------------------------------------------
The Bankruptcy Court has entered a supplemental order:

   i) authorizing Dots, LLC, et al.'s sale of certain intellectual
property free and clear of liens, claims, encumbrances and other
interests;

  ii) approving the bidding procedures for the Debtors'
intellectual property assets, authorizing expense reimbursement to
one or more stalking horse bidders of the Debtors' intellectual
property assets; and

iii) directing the Office of the U.S. Trustee to appoint a
consumer privacy ombudsman.

According to the Debtors, the Court on April 21, 2014, approved
bidding procedures to govern the sale of assets.  An auction was
held on May 9 and:

     -- the bid submitted by the entity "New Dots LLC" was
        declared the highest and best offer for all of the
        IP Assets other than the "dots.com" domain name; and

     -- the bid submitted by Dhiraj Marya was declared the
        highest and best offer for the domain name; and the bid
        submitted by New Dots LLC was declared the backup bid
        for all of the IP Assets.

The Debtors related that they deemed the Marya Bid withdrawn due
to Marya's failure to timely provide an executed asset purchase
agreement or a cash deposit equal to 10% of the Marya Bid.

In this relation, the Debtors and New Dots LLC entered into an
asset purchase agreement dated May 30, 2014, pursuant to which the
purchaser agreed to purchase, and the Debtors agreed to sell, the
Domain Name for $325,001 in accordance with the backup bid.

The Court, in its order, stated that the domain name sold pursuant
to the Domain Name APA to the purchaser is being sold "as is -
where is," without any representations or warranties from the
Debtors as to the quality or fitness of such assets for either
their intended or any other purposes except as otherwise
specifically set forth in the Domain Name APA.

The Court added that the original approval order remains in full
force and effect and is not modified.  All objections to the
motion that have not been withdrawn, waived or settled, were
overruled and denied on the merits.

                          About DOTS LLC

Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women.  Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States.  Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.

Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of their assets.

Lowenstein Sandler LLP serves as counsel to the Debtors.
PricewaterhouseCoopers LLP is financial advisor and investment
banker.  Donlin, Recano & Company, Inc., is the claims and notice
agent.

As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility.  The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P.
("IPC") and related entities.  Moreover, the Debtors have
aggregate unsecured debts of $47.0 million.  The Debtors disclosed
$51,574,560 in assets and $85,442,656 in liabilities as of the
Chapter 11 filing.

Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP.  The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.

The Company has arranged to borrow $36 million to keep operating
as it reorganizes under court protection.

Otterbourg P.C. serves as counsel to the Official Committee of
Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.


DOTS LLC: Trenk Dipasquale Approved to Handle Preference Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Dots, LLC, et al., to employ Trenk, DiPasquale, Della
Fera & Sodono, P.C., as special counsel to prosecute preference
claims in favor of the Debtors and their estates effective as of
May 16, 2014.

The hearing was held June 24 on the motion and the objections
filed.

According to the Debtor, the firm will be compensated on a 17%
contingency fee from cash recoveries of the preference claims plus
its reasonable out of pocket costs and expenses.

To the best of the Debtors' knowledge, the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The Official Committee of the Unsecured Creditors has withdrawn
its limited objection to the Debtors' application to employ Trenk
DiPasquale.  In a limited objection, the Committee stated that its
professionals had not fully analyze or discuss the budget
materials with the Committee and how the budget material may
impact the cases in general and the proposed retention.

The Committee is represented by:

         Scott L. Hazan, Esq.
         David M. Posner, Esq.
         Jessica M. Ward, Esq.
         OTTERBOURG P.C.
         230 Park Avenue
         New York, NY 10169
         Tel: (212) 661-9100

                          About DOTS LLC

Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women.  Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States.  Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.

Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of their assets.

Lowenstein Sandler LLP serves as counsel to the Debtors.
PricewaterhouseCoopers LLP is financial advisor and investment
banker.  Donlin, Recano & Company, Inc., is the claims and notice
agent.

As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility.  The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P.
("IPC") and related entities.  Moreover, the Debtors have
aggregate unsecured debts of $47.0 million.  The Debtors disclosed
$51,574,560 in assets and $85,442,656 in liabilities as of the
Chapter 11 filing.

Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP.  The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.

The Company has arranged to borrow $36 million to keep operating
as it reorganizes under court protection.

Otterbourg P.C. serves as counsel to the Official Committee of
Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.


DREIER LLP: Diamond McCarthy Sues Ex-Partner to Recoup Fee
----------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
Texas law firm Diamond McCarthy LLP is suing its former partner
Sheila Gowan, who the firm says unjustly pocketed a $1.4 million
fee for her work as Dreier LLP's bankruptcy trustee.

According to the report, Ms. Gowan, a former federal prosecutor in
New York, began unwinding Ponzi-scheme operator Marc Dreier's law
firm in December 2008 while working as a partner at Diamond
McCarthy.  She moved to Sadowski Fischer PLLC in February 2013 and
took the assignment with her, concluding work on the case in May
when Dreier's creditor-repayment plan went into effect, the report
related.

               About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Diamond McCarthy LLP.  Dickstein Shapiro LLP is the
trustee's special trial counsel.

Wachovia Bank National Association; the Dreier LLP Chapter 11
Trustee; and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier
pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.

The May 15, 2014, edition of The Troubled Company Reporter said
the Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York confirmed the second amended Chapter
11 plan of liquidation filed by Sheila M. Gowan, the Chapter 11
trustee for Dreier LLP, and the Official Committee of Unsecured
Creditors.


DUNE ENERGY: Lenders Under 2011 Credit Pact Cuts Borrowing Base
---------------------------------------------------------------
Bank of Montreal, the administrative agent for the lenders and
issuing lender under the Amended and Restated Credit Agreement
dated as of Dec. 22, 2011, among Dune Energy, Inc., the
Administrative Agent and the lenders and other parties, notified
Dune Energy that the lenders under the Credit Facility had
completed their interim redetermination of the Company's borrowing
base.  That notification provided that, effective as of July 1,
2014, the Company's borrowing base will be reduced by $2.5
million, and thereafter will be further reduced by $2.5 million on
the first business day of each month until Oct. 1, 2014, at which
time, the borrowing base will be $37.5 million.

As of July 18, 2014, the Company has outstanding indebtedness of
$37 million under the Credit Facility.  The letter amendment to
the Credit Facility provides that outstanding borrowings in excess
of the borrowing base on any Reduction Date must be repaid
immediately or such excess will constitute an event of default
under the Credit Facility.

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

Dune Energy reported a net loss of $46.98 million in 2013, a net
loss of $7.85 million in 2012 and a net loss of $60.41 million in
2011.  As of March 31, 2014, the Company had $259.73 million in
total assets, $138.79 million in total liabilities and $120.94
million in total stockholders' equity.


EDGENET INC: Buyer-Funded Severance Payments Approved
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Edgenet Inc., which changed its name to EI Wind Down
Inc. after having completed a sale of its business in June, got
court approval to pay $150,000 of severance to 18 executives and
other workers who lost their jobs because the buyers didn't take
them on.  Those receiving bonuses include the chief executive and
chief financial officers, the report said.

                       About Edgenet Inc.

Edgenet, Inc., and Edgenet Holding Corp. are providers of cloud-
based content and applications that enable companies to sell more
products and services with greater ease across multiple channels
and devices.  Edgenet has three business locations: Waukesha, WI,
Brentwood, TN, and its main office in Atlanta, GA.  The Company
has 80 employees.

Edgenet Inc. and Edgenet Holding filed for Chapter 11 bankruptcy
protection in Delaware (Lead Case No. 14-10066) on Jan. 14, 2014.

Edgenet Inc. estimated assets of at least $10 million and
liabilities of $100 million to $500 million.

Raymond Howard Lemisch, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware, serves as counsel to the Debtors;
Glass Ratner Advisory & Capital Group LLC is the financial
advisor; JMP Securities, LLC, is the investment banker, and Phase
Eleven Consultants, LLC, is the claims and noticing agent.

The U.S. Trustee has been unable to appoint an official unsecured
creditors committee as no sufficient interest has been generated
from creditors.

Fred Marxer, Timothy Choate and Davis Carr, individuals and
holders of a segment of the promissory notes issued in 2004 that
have been referred to by Edgenet, Inc., et al., requested that the
Court issue an order appointing an official committee of Seller
Noteholders, or in the alternative, an official committee of
unsecured creditors, with members appointed from the Seller
Noteholders who agree to waive any continued security interest
arising from the Seller Notes.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed on
March 13, 2014, five noteholders to serve on the Official
Committee of Note Holders.  In May, Bankruptcy Judge Brendan L.
Shannon denied Edgenet Inc., et al.'s motion to disband the
Noteholders Committee.

The Noteholders Committee has retained Morris James LLP's Jeffrey
R. Waxman, Esq.; and Cooley LLP's Cathey Hershcopf, Esq., and
Jeffrey L. Cohen, Esq., as co-counsel to the Committee.


ELIAM INC: Case Summary & 3 Unsecured Creditors
-----------------------------------------------
Debtor: Eliam, Inc.
        2440 Mayport Road, #7
        Atlantic Beach, Fl 32233

Case No.: 14-03551

Chapter 11 Petition Date: July 23, 2014

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

Debtor's Counsel: Bradley R Markey, Esq.
                  THAMES MARKEY & HEEKIN, P.A.
                  50 N Laura Street Suite 1600
                  Jacksonville, FL 32202-3614
                  Tel: 904-358-4000
                  Fax: 904-358-4001
                  Email: brm@tmhlaw.net
                         abd@tmhlaw.net

Total Assets: $1.76 million

Total Liabilities: $1.47 million

The petition was signed by was signed by Chris Hionides,
president.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-03551.pdf


EMANUEL COHEN: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Emanuel Louis Cohen filed on July 3, 2014, with the U.S.
Bankruptcy Court for the Southern District of Florida its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,500,000
  B. Personal Property            $3,199,546
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,600,858
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                       $11,515,197
                                 -----------      -----------
        Total                     $6,699,546      $14,116,055

A copy of the schedules is available for free at
http://bankrupt.com/misc/EMANUELL_31_sal.pdf

Previously, the Debtors requested for an extension until July 3,
to file its schedules and statement of financial affairs.

           About Emanuel L. Cohen, D.I.T. Inc., et al.

Emanuel L. Cohen, D.I.T. Inc., and Salon's Best, Inc., filed
Chapter 11 bankruptcy petitions (Bankr. S.D. Fla. Lead Case No.
14-23125) at West Palm Beach, Florida, on June 6, 2014.  D.I.T.
and Salon's Best disclosed $12 million in assets and debt.
Kenneth S. Rappaport, Esq., at Rappaport Osborne & Rappaport, PL,
in Boca Raton, Florida, serves as counsel to the Debtors.


EMANUEL COHEN: U.S. Trustee Has Yet to Form Creditors Committee
---------------------------------------------------------------
The U.S. Trustee notified the Bankruptcy Court that until further
notice, it will not appoint a committee of creditors pursuant to
Section 1102 of the Bankruptcy Court.

The U.S. Trustee was slated to hold a meeting of creditors under
11 U.S.C. Sec. 341(a) on July 11, at 1:30 p.m.  The meeting was
continued from 10:30 a.m. on that same day.

Emanuel L. Cohen, D.I.T. Inc., and Salon's Best, Inc., filed
Chapter 11 bankruptcy petitions (Bankr. S.D. Fla. Lead Case No.
14-23125) at West Palm Beach, Florida, on June 6, 2014.  D.I.T.
and Salon's Best disclosed $12 million in assets and debt.
Emanuel L. Cohen disclosed $6,699,546 in assets and $14,116,055 in
liabilities as of the Petition Date.  Kenneth S. Rappaport, Esq.,
at Rappaport Osborne & Rappaport, PL, in Boca Raton, Florida,
serves as counsel to the Debtors.


ESPIRITO SANTO: Seeks Creditor Protection In Luxembourg
-------------------------------------------------------
Patricia Kowsmann, writing for The Wall Street Journal, reported
that Espirito Santo Financial Group SA, which holds 20% of
Portuguese lender Banco Espirito Santo SA, has filed for creditor
protection in Luxembourg, becoming the third company in the group
to do so in less than two weeks.

According to the report, Espirito Financial Group's shares have
been halted from trading since July 10, when the company said it
was assessing the impact of troubles at Espirito Santo
International SA, which owns 49% of the financial group.  Espirito
Santo International, which was found to be in serious financial
condition by an audit ordered by the country's central bank, filed
for creditor protection, the report related.


EURAMAX HOLDINGS: Appoints VP, Chief Information Officer
--------------------------------------------------------
Euramax Holdings, Inc., announced that Noel Gayle has joined
Euramax International, Inc., as its vice president, chief
information officer.  As the CIO, Noel is responsible for
enhancing the customer experience through innovative technology.

Noel joins Euramax after serving 13 years with Compass Group, a
multi-billion dollar, world-wide provider of contract foodservice
and support services.  He started his career at Compass Group as a
Division CIO and then became the CIO over the Latin American
business.  Noel comes from a diverse background covering various
industries, which include manufacturing, supply chain, food
service and healthcare.  He was born in the United Kingdom, is a
native of New York and has had the opportunity to work and play in
over 30 countries throughout his career.  He began his career in
Miami with Airbus Industry of North America in 1987 and went on to
obtain his MBA in International Business from the University of
Miami.

Hugh Sawyer, interim president of Euramax Holdings, Inc., and a
professional in Huron Consulting Group's Business Advisory
Practice commented, "In this newly created position, Noel will be
touching key functions of our business, including procurement,
logistics and salesforce effectiveness.  He has a demonstrated
track record of using information technology to execute business
strategies more effectively, especially with respect to
technologies that are designed to enhance the customer?s
experience.  Under Noel's leadership of the information technology
team, we expect to better serve our customers, grow our business,
and accelerate our efforts to improve the Company's overall
performance."

                            About Euramax

Based in Norcross, Georgia, Euramax International, Inc., is a
leading international producer of aluminum, steel, vinyl and
fiberglass products for original equipment manufacturers,
distributors, contractors and home centers in North America and
Western Europe.  The Company was acquired for $1 billion in 2005
by management and Goldman Sachs Capital Partners.

Euramax Int'l has subsidiaries in Canada (Euramax Canada, Inc.),
United Kingdom (Ellbee Limited and Euramax Coated Products
Limited), and The Netherlands (Euramax Coated Products B.V.), and
France (Euramax Industries S.A.).

Euramax Holdings reported a net loss of $24.89 million on $826.67
million of net sales for the year ended Dec. 31, 2013, as compared
with a net loss of $36.76 million on $837.14 million of net sales
for the year ended Dec. 31, 2012.  The Company incurred a net loss
of $62.71 million in 2011.  Euramax Holdings' balance sheet at
March 28, 2014, showed $593.21 million in total assets, $721.29
million in total liabilities and a $128.08 million total
shareholders' deficit.

                         Bankruptcy Warning

"Any default under the agreements governing our indebtedness,
including a default under the ABL Credit Facility and the Senior
Unsecured Loan Facility, that is not waived by the required
holders of such indebtedness, could leave us unable to pay
principal, premium, if any, or interest on the Notes and could
substantially decrease the market value of the Notes.  If we are
unable to generate sufficient cash flow and are otherwise unable
to obtain funds necessary to meet required payments of principal,
premium, if any, or interest on such indebtedness, or if we
otherwise fail to comply with the various covenants, including
financial and operating covenants, in the instruments governing
our existing and future indebtedness, including the ABL Credit
Facility and the Senior Unsecured Loan Facility, we could be in
default under the terms of the agreements governing such
indebtedness.  In the event of such default, the holders of such
indebtedness could elect to declare all the funds borrowed
thereunder to be due and payable, together with any accrued and
unpaid interest, the lenders under the ABL Credit Facility could
elect to terminate their commitments, cease making further loans
and institute foreclosure proceedings against the assets securing
such facilities and we could be forced into bankruptcy or
liquidation," the Company said in the 2013 Annual Report.

                            *     *     *

As reported by the TCR on Dec. 13, 2012, Moody's Investors Service
downgraded Euramax International, Inc.'s corporate family rating
and probability of default rating to Caa2 from Caa1.  The
downgrade reflects Moody's expectation that the turmoil in
global financial markets and weakness in Europe will continue to
hamper Euramax's revenues and operating margins as well as weaken
key credit metrics.

As reported by the TCR on July 30, 2009, Standard & Poor's Ratings
Services raised its ratings on Norcross, Georgia-based Euramax
International Inc., including the long-term corporate credit
rating, to 'B-' from 'D'.

"The ratings upgrade reflects the company's highly leveraged,
although somewhat improved, financial risk profile following a
recent out-of-court restructuring," said Standard & Poor's credit
analyst Dan Picciotto.  "As a result of the restructuring,
Euramax's second-lien debtholders received equity and about half
of its new $513 million of first-lien debt is pay-in-kind,
providing some cash flow benefit," he continued.


EXIDE TECHNOLOGIES: Muncie Factory Neglecting Contingency Plan
--------------------------------------------------------------
Seth Slabaugh, writing for The Star Press, reported that Exide
Technologies' battery-recycling facility in Muncie, Indiana, has
been accused of neglecting its contingency plan for emergencies
such as fire, explosions and spills.  According to the Indiana
Department of Environmental Management, inspections in December
and January found the plant's emergency response equipment would
not have functioned as needed in an emergency because it was
missing or in poor condition.

According to the report, the alleged violations have not yet been
settled.  Exide spokeswoman Kristin Wohlleben declined comment on
the notice of violation because it is pending.

The report noted that Exide for now is recycling batteries only in
Muncie and Canon Hollow, Mo., which has been accused of violating
Missouri Air Conservation regulations and federal lead air quality
standards.  The company also operates two battery recycling plants
in Europe.

                      About Exide Technologies

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

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

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

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

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

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

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


EXPERT GLOBAL: S&P Affirms 'B-' ICR, Off Watch Negative
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' issuer credit
rating on Expert Global Solutions LLC and removed the rating from
CreditWatch with negative implications where it had been placed on
April 30, 2014.  Simultaneously, S&P affirmed its respective 'B-'
and 'CCC' issue level ratings on the company's first- and second-
lien secured debt and removed them from CreditWatch with negative
implications. The outlook is negative.

"We removed our ratings on U.S.-based business process outsourcer
Expert Global Solutions LLC from CreditWatch with negative
implications following the company's announcement that it had
agreed to sell Transworld Systems Inc. to private equity sponsor
Platinum Equity Advisors LLC," said Standard & Poor's credit
analyst Kevin Cole.  "The agreement enabled EGS to avert a
default, and allowed the company to modify its recently amended
covenants for more favorable leverage and coverage terms."

The purchase agreement is expected to close in the next several
months.  EGS will use the net proceeds from this sale to make a
substantial partial prepayment on its first-lien senior secured
term loan and to decrease its leverage.  The company also has an
outstanding second-lien senior secured term loan.

Although the company has sought covenant relief via amendments and
waivers on multiple occasions in the past, S&P believes that the
latest amendments provide adequate cushion to support EGS's
covenant compliance and significantly reduce the chances of a
violation or waiver request in the near term.  As a result, S&P
expects the company to remain in compliance with the amended
covenants for at least the next 12 months.

Should the transaction not materialize by Dec. 1, 2014, EGS will
incur additional fees to compensate lenders for the delay.  If the
sale agreement is terminated before it closes, EGS could
immediately default or be forced to request additional waivers or
amendments.

Although S&P removed the ratings from CreditWatch, the outlook on
EGS is negative.  The negative outlook reflects S&P's expectation
that EGS's operational and financial challenges may persist as the
company continues to operate with a debt agreement that
periodically tightens financial covenants.

"We could lower our ratings on EGS if the company's operational
weakness persists beyond our expectations, or if they continue to
remain reliant on lender reprieve.  We could also lower the rating
if the company violates its leverage or liquidity coverage
covenants, or if we believe that lenders are unlikely to grant EGS
further amendments or waivers," S&P said.

A positive rating action on EGS is unlikely in the near term.
However, S&P could revise its outlook to stable if the company is
able to operate with adequate covenant headroom on a sustainable
basis as performance continues to exceed S&P's expectations.


FINJAN HOLDINGS: Blue Coat Markman Hearing Set for Aug. 22
----------------------------------------------------------
Finjan Holdings' subsidiary Finjan, Inc., filed a patent
infringement lawsuit against Blue Coat on Aug. 28, 2013 (5:13-cv-
03999-BLF (NDCA)).  In accordance with the local patent rules of
the U.S. District Court for the Northern District of California, a
Claim Construction or "Markman" Hearing is set for Aug. 22, 2014.
Finjan asserts that Blue Coat is infringing six of its patents:
7,418,731; 6,804,780; 6,154,844; 7,647,633; 6,965,968 and
7,058,822, which cover endpoint, web, and network security
technologies.

The Markman hearing is an important pre-trial event in a patent
lawsuit, wherein the Court will construe the asserted patent
claims after consideration of the parties' evidence.  Considered
by some to be a critical procedure, second only to the trial
itself.  Claim construction findings can often encourage
settlement and, in some instances, inform the parties of a likely
outcome.

According to Julie Mar-Spinola, VP, Legal Operations of Finjan,
"The Claim Construction Hearing will be a key opportunity for
Finjan to assist the judge with construing our patent claims
through the parties' evidence.  Consistent with our Licensing Best
Practices initiative, we intend to take this opportunity to
credibly and convincingly help guide the Court through the
evidence to arrive at the proper interpretation of our patent
claims."

Phil Hartstein, president and CEO of Finjan commented, "As a
pioneer in the web and network security space, Finjan is one of
those unique companies whose decades-long investment in innovation
has truly been a game changer in today's emerging cybersecurity
markets.  We are committed to protecting our patented, proprietary
inventions from unlicensed companies employing these technologies
in direct competition to our existing licensing partners."

Finjan has also filed patent infringement lawsuits against
FireEye, Inc., Websense, Inc., Proofpoint, Inc., Sophos Ltd. and
Symantec Corporation relating to various patents in the Finjan
portfolio.  The Company will provide timely updates of important
events relating to these matters on an on-going basis.

                           About Finjan

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

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


FISKER AUTOMOTIVE: IRS Says Plan Doesn't Account for Tax Debts
--------------------------------------------------------------
Law360 reported that the Internal Revenue Service urged a Delaware
bankruptcy court to reject Fisker Automotive Holdings Inc.'s
Chapter 11 bankruptcy plan, saying it fails to preserve the
agency's recoupment rights.  According to the report, the IRS says
it has $14,150 worth of claims against the defunct electric
carmaker, and it objects to Fisker's second amended plan to the
extent it fails to provide for the company's post-petition federal
tax liabilities and fails to preserve the agency's setoff and
recoupment rights, according to court documents.

                     About Fisker Automotive

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

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

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

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

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

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

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

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

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

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

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

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

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

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


FUEL PERFORMANCE: Provides Update on its Commercial Activities
--------------------------------------------------------------
Fuel Performance Solutions, Inc., said it has received an initial
purchase order pursuant to a product supply arrangement with a
U.S.-based retail fuel distribution company for its DiesoLiFTTM
and GasoLiFTTM fuel additives which will be added to diesel and
gasoline, respectively, creating premium fuel blends for both
types of fuel for sale at the retail pump in the U.S.

According to the Company, this commercial arrangement will have a
positive material impact on its revenues and cash flow.

                       About Fuel Performance

Fuel Performance Solutions, Inc., was incorporated in Nevada on
April 9, 1996, by a team of individuals who sought to address the
challenges of reducing harmful emissions while at the same time
improving the operating performance of internal combustion
engines, especially with respect to fuel economy and engine
cleanliness.  After the Company's incorporation, its initial focus
was product research and development, but over the past few years,
the Company's efforts have been directed to commercializing its
product slate, primarily DiesoLiFTTM and the PerfoLiFTTM BD-
Series, for use with diesel fuel and bio-diesel fuel blends, by
focusing on marketing, sales and distribution efforts in
conjunction with our distribution partners.  On Feb. 5, 2014, the
Company changed its name from International Fuel Technology, Inc.,
to Fuel Performance Solutions, Inc.

Fuel Performance reported a net loss of $1.39 million on $704,189
of net revenues for the year ended Dec. 31, 2013, as compared with
a net loss of $1.92 million on $335,096 of net revenues during the
prior year.  The Company's balance sheet at March 31, 2014, showed
$2.92 million in total assets, $2.54 million in total liabilities,
and stockholders' equity of $382,392.

MaloneBailey, LLP, in Houston, Texas, 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 loss from operations and has a
working capital deficit.  This factor raises substantial doubt
about the Company's ability to continue as a going concern.


GBG RANCH: Files Schedules of Assets and Liabilities
----------------------------------------------------
GBG Ranch, LTD, filed with the U.S. Bankruptcy Court for the
Southern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $35,400,000
  B. Personal Property           $24,552,589
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                    $7,588
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                        $5,052,835
                                 -----------      -----------
        Total                    $59,952,589       $5,060,423

A copy of the schedules is available for free at:

     http://bankrupt.com/misc/GBGRANCH_18_sal.pdf

                       About GBG Ranch, LTD

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


GBG RANCH: Meeting of Creditors Scheduled for Aug. 8
----------------------------------------------------
The U.S. Trustee will convene a meeting of creditors in the
Chapter 11 case of GBG Ranch, LTD on Aug. 8, 2014, at 1:15 p.m.
The meeting will be held at Laredo, 1300 Victoria St.

Proofs of claim are due by Nov. 6.

GBG Ranch, LTD, a Texas Limited Partnership, sought Chapter 11
protection (Bankr. S.D. Tex. Case No. 14-50155) in Laredo, Texas
on July 8, 2014, without stating a reason.  The Company disclosed
$59,952,589 in assets and $5,060,423 in liabilities as of the
Chapter 11 filing.  The company is represented by the Law Office
of Carl M. Barto.


GENCO SHIPPING: Strategic Value No Longer a Shareholder
-------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Strategic Value Partners, LLC, and its
affiliates disclosed that as of April 4, 2014, they had
ceased to beneficially own shares of common stock of Genco
Shipping.  All shares of common stock previously reported were
disposed of during the period from April 1, 2014, to April 4,
2014.  A full-text copy of the regulatory filing is available for
free at http://is.gd/uOR36a

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

On July 9, 2014, the Debtors completed their financial
restructuring and emerged from Chapter 11.


GENCO SHIPPING: Alden Global Holds 8.4% Equity Stake
----------------------------------------------------
Alden Global Capital LLC and its affiliates disclosed that as of
July 10, 2014, they beneficially owned 5,194,544 shares of common
stock of Genco Shipping & Trading Limited representng 8.39 percent
of the shares outstanding.  A full-text copy of the regulatory
filing is available for free at http://is.gd/Xm022I

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

On July 9, 2014, the Debtors completed their financial
restructuring and emerged from Chapter 11.


GENCO SHIPPING: Avram Friedman Reports 9.8% Equity Stake
--------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Avram Z. Friedman and his affiliates disclosed that as
of July 9, 2014, they beneficially owned 6,082,953 shares of
common stock of Genco Shipping & Trading Limited representing 9.86
percent of the shares outstanding.  A full-text copy of the
regulatory filing is available for free at http://is.gd/KsZFrM

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

On July 9, 2014, the Debtors completed their financial
restructuring and emerged from Chapter 11.


GENCO SHIPPING: Victor Khosla Owns 10.8% Equity Stake
-----------------------------------------------------
Victor Khosla and his affiliates disclosed that as of July 9,
2014, they beneficially owned 6,661,297 shares of common stock of
Genco Shipping & Trading Limited representing 10.8 percent of the
shares outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/DE2PN6

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

On July 9, 2014, the Debtors completed their financial
restructuring and emerged from Chapter 11.


GENCO SHIPPING: Apollo Management Reports 10.7% Equity Stake
------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Apollo Management Holdings GP, LLC, and its affiliates
disclosed that as of July 9, 2014, they beneficially owned
6,596,054 shares of Common Stock of Genco Shipping & Trading
Limited representing 10.7 percent of the shares outstanding.  A
full-text copy of the regulatory filing is available at:

                       http://is.gd/57DvWd

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

On July 9, 2014, the Debtors completed their financial
restructuring and emerged from Chapter 11.


GENCO SHIPPING: Mark Brodsky Reports Less Than 1% Equity Stake
--------------------------------------------------------------
Mark D. Brodsky and his affiliates disclosed in an amended
regulatory filing with the U.S. Securities and Exchange Commission
that as of July 11, 2014, they beneficially owned 389,890 shares
of common stock issuable upon exercise of warrants of Genco
Shipping & Trading Ltd. representing 0.6 percent of the shares
outstanding.

Mr. Brodsky, et al., previously disclosed beneficial ownership of
4,400,491 shares of common stock of Genco Shipping as of April 23,
2014.

On July 2, 2014, the United States Bankruptcy Court for the
Southern District of New York entered an order confirming the
First Amended Prepackaged Plan of Reorganization of Genco Shipping
and certain of its subsidiaries pursuant to Chapter 11 of the
United States Code.  On July 9, 2014, the Debtors completed their
financial restructuring and emerged from Chapter 11 through a
series of transactions contemplated by the Plan, and the Plan
became effective pursuant to its terms.  The Plan provided for the
cancellation of the Common Stock as of the Effective Date, with
the holders thereof receiving warrants to acquire shares of common
stock authorized under the articles of incorporation of the
reorganized Issuer.  On July 11, 2014, the Reporting Persons
received 389,890 New Genco Equity Warrants in exchange for the
4,400,491 shares of Common Stock held by them prior to the
Effective Date.

A full-text copy of the amended Schedule 13D is available at:

                         http://is.gd/qJBK8q

                     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: Profit, Hit by Recalls, Tumbles 80%
---------------------------------------------------
Jeff Bennett and Joseph B. White, writing for The Wall Street
Journal, reported that a $2.5 billion pretax bill for safety
recalls and a victims' compensation fund slashed General Motors
Co.'s second-quarter profit and highlighted the work it must do to
close a profitability gap with rival Ford Motor Co., which
reported stronger results for the quarter ahead of a critical
product launch.

According to the report, GM reported a $278 million profit, off
80% from a year earlier, as special items offset North American
operating-margin expansion and continued growth in China.
Meanwhile, Ford's second-quarter profit rose 6% to $1.3 billion,
propelled by record earnings in North America and momentum in
Asia, the report related.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates 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.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  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 Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


GENERAL STEEL: CEO  to Buy 5 Million Common Shares
--------------------------------------------------
General Steel Holdings, Inc., entered into a subscription
agreement with Zuosheng Yu, the Company's chief executive officer
and a member of the Company's Board of Directors, relating to a
private placement of the Company's common stock, par value $0.001
per share.

Pursuant to the Subscription Agreement, Mr. Yu agreed to purchase
from the Company and the Company agreed to sell to the Mr. Yu
5,000,000 shares of Common Stock at a purchase price of $1.50 per
share, for an aggregate amount of $7,500,000, subject to closing
conditions set forth in the Subscription Agreement, including
obtaining requisite approval from the Company's stockholders,
pursuant to applicable New York Stock Exchange rules.

The Company expects to obtain stockholder approval and close the
Private Placement during August, 2014.  The Purchase Price
represents a 23% premium to the volume weighted average closing
price of the Common Stock from March 5, 2014, to July 11, 2014,
which ranged from $0.90 to $1.47 per share of Common Stock during
the period.

                   About General Steel Holdings

General Steel Holdings, Inc., headquartered in Beijing, China,
produces a variety of steel products including rebar, high-speed
wire and spiral-weld pipe.  The Company has operations in China's
Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region
and Tianjin municipality with seven million metric tons of crude
steel production capacity under management.  For more information,
please visit www.gshi-steel.com.

General Steel reported a net of $42.62 million on $2.01 billion of
sales for the year ended Dec. 31, 2013, as compared with a net
loss of $231.93 million on $1.96 billion of sales during the prior
year.  The Company's balance sheet at March 31, 2014, showed $2.70
billion in total assets, $3.26 billion in total liabilities and a
$558.53 million total deficiency.


HCA INC: S&P Revises Outlook to Positive & Affirms 'B+' CCR
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
for-profit hospital operator HCA Inc. to positive from stable.  At
the same time, S&P affirmed the 'B+' corporate credit rating and
all debt ratings.  This action reflects the company's
strengthening financial profile, which provides greater capacity
for debt-financed acquisitions while maintaining debt leverage in
the 4.5x to 5x range.  While HCA has expanded debt capacity, the
company faces considerable challenges over the next 12 to 18
months as health care reform continues to pressure the hospital
industry.  S&P believes the pace of organic growth is slowing,
which could temper EBITDA improvement prospectively.
Additionally, management has indicated an increased appetite for
acquisitions.  S&P could consider an upgrade once it develops
deeper confidence that HCA will maintain its current debt leverage
profile (4.5x to 5x debt/EBITDA) as it pursues acquisitions and
weathers continued health care reform.

"HCA faces competitive threats and reimbursement/pricing pressures
that are offset by its large, relatively diversified portfolio of
hospitals, which help it to manage uncertain reimbursement and
spread local market risk over many markets," said credit analyst
Cheryl Richer.  "HCA is the largest publicly traded for-profit
hospital operator in the U.S. with a presence in 20 states, 42
markets, and minimal presence (six hospitals) in England.  As of
March 31, 2014, it operated 165 hospitals.  HCA's hospitals are
commonly located in midsize to larger markets and often have a
strong market position."

The positive outlook reflects the potential for an upgrade within
one year if HCA can maintain its current debt leverage profile as
it pursues acquisitions and weathers challenges from health care
reform.

Upside scenario

S&P could upgrade HCA within one year if it gains greater
confidence that its base-case scenario will be realized, and that
acquisitions are financed with a balance of internally generated
cash and debt issuances.  S&P's base-case forecast assumes the
company could incur about $1.5 billion of incremental debt
annually, given flat margins and about 3.5% total revenue growth
and maintain debt leverage below 5x.

Downside scenario

S&P could revise the outlook to stable if the scale of
acquisitions is more significant than anticipated and/or operating
performance is weaker than anticipated such that S&P believes debt
leverage will remain above 5x.  For example, a $2 billion
incremental increase in debt to S&P's base-case assumptions for
2015, without consideration of additional EBITDA or material
acquisition-related expenses, would increase debt leverage to this
point.  Alternatively, stagnant revenues and a 150-basis-point
contraction in gross margin could cause S&P to change its outlook
to stable.


HOUSTON REGIONAL: Can Withhold Identity of Buyers from Directors
----------------------------------------------------------------
Anders Melin, writing for The Deal, reported that as the
exclusivity deadline for Houston Regional Sports Network LP draws
nearer, representatives for Houston Astros LLC and Houston Rockets
affiliate Rocket Ball Ltd. are engaged in talks with potential
buyers for the CSN Houston owner.

According to the report, the two professional sports teams, both
limited partners in the HRSN joint venture, won court approval to
keep its board of directors as well as Comcast Corp., the third
limited partner, in the dark about the bidders for the regional
sports TV network and the terms of the potential transaction.
Court papers did not identify the bidder or bidders, the report
said.

             About Houston Regional Sports Network

An involuntary Chapter 11 bankruptcy petition was filed against
Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet
Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013.

The involuntary filing was launched by three units of Comcast/NBC
Universal and a television-related company.  The petitioners are:
Houston SportsNet Finance LLC, Comcast Sports Management Services
LLC, National Digital Television Center LLC, and Comcast SportsNet
California, LLC.

The petitioning creditors have filed papers asking the Bankruptcy
Judge to appoint an independent Chapter 11 trustee "to conduct a
fair and open auction process for the Network's business assets on
a going concern basis."

Houston Regional Sports Network is a joint enterprise among
affiliates of the Houston Astros baseball team, the Houston
Rockets basketball team, and Houston SportsNet Holdings, LLC --
"Comcast Owner" -- an affiliate of Comcast Corporation.  The
Network has three limited partners -- Comcast Owner, Rockets
Partner, L.P., and Astros HRSN LP Holdings LLC.  The primary
purpose of Houston Regional Sports Network is to create and
operate a regional sports programming service that produces,
exhibits, and distributes sports programming on a full-time basis,
including live Astros and Rockets games within the league-
permitted local territories.

Counsel for the petitioning creditors are Howard M. Shapiro, Esq.,
at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster,
Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent
P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at
Davis Polk & Wardwell LLP.

Judge Marvin Isgur presides over the case.

The Network was officially placed into Chapter 11 bankruptcy
pursuant to a Feb. 7 Order for Relief.  It has won approval to
hire Haynes and Boone, Charles A. Beckham, Jr., Esq., Henry
Flores, Esq., Abigail Ottmers, Esq., and Christopher L. Castillo,
Esq., as counsel.  It also hired Conway MacKenzie, Inc., as
financial advisor.

Harry Perrin, Esq., represents Astros owner Jim Crane.  Alan
Gover, Esq., represents the Rockets.

The Astros are represented by Richard B. Drubel, Esq., Colleen A.
Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller
& Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies,
Schiller & Flexner in Washington, DC.  Comcast Corporation and
NBCUniversal Media, LLC, are represented by Vincent P. Slusher,
Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger,
Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq.,
and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and
Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP.  Attorney for McLane
Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq.,
at Fisher Boyd & Huguenard, LLP.


IMAGEWARE SYSTEMS: Amendment to 1999 Stock Option Plan Approved
---------------------------------------------------------------
ImageWare Systems, Inc., began soliciting written consents from
its shareholders pursuant to the Consent Solicitation Statement on
Schedule 14A filed with the Securities and Exchange Commission on
July 1, 2014, to approve an amendment to the Company's 1999 Stock
Option Plan to increase the number of shares authorized for
issuance thereunder from approximately 4 million to approximately
7 million.  As of July 21, 2014, the Company had received written
consents approving the Amendment from shareholders holding
48,948,236 shares of common stock and Series B Preferred Stock, or
over 50% of the Company's stockholders.  As such, the Amendment
was approved and the consent period is now closed.

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc.,
is a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

Imageware Systems incurred a net loss of $9.84 million in 2013, a
net loss of $10.19 million in 2012 and a net loss of $3.18 million
in 2011.  As of March 31, 2014, the Company had $7.59 million in
total assets, $3.99 million in total liabilities and $3.60 million
in total shareholders' equity.


IPARADIGMS HOLDINGS: S&P Retains 'B' CCR on $20-Mil. Add-on
-----------------------------------------------------------
Standard & Poor's Ratings Services said its issue-level and
recovery ratings on Oakland, Calif.-based software-as-a-service
(SaaS) educational technology provider iParadigms Holdings LLC
remain unchanged following the company's announced intention to
add $20 million of debt to the proposed $356 million of senior
secured facilities ($15 million to its first lien and $5 million
to its second lien) to help fund its acquisition of Utrecht,
Netherlands based Ephorus BV.  S&P anticipates the additional debt
will be leverage neutral as the incremental earnings will offset
the increased debt.  The 'B' corporate credit rating also remains
unchanged.

S&P's ratings on iParadigms reflect its "highly leveraged"
financial risk profile and its "weak" business risk profile based
on the company's small operating scale and niche focus in the
highly fragmented and competitive overall educational technology
industry.  The company provides cloud-based education and
professional technology tools that detect plagiarism, verify
content, and facilitate online grading as well as peer to peer
student evaluation and learning tools.  The company holds a
leading position in its niche market, aided by its proprietary
database of more than 330 million student papers, 45 billion Web
pages and 130 million journal articles.  The company's highly
leveraged financial risk profile reflects projected debt to EBITDA
leverage exceeding 11x at fiscal year-end 2014.

RATINGS LIST

iParadigms Holdings LLC
Corporate Credit Rating                   B-/Stable/--
  Senior Secured
  $240 mil. 1st lien term loan due 2021    B-
   Recovery Rating                         3
  $$120 mil. 2nd lien term loan due 2022   CCC
  Recovery Rating                          6


JOHNS-MANVILLE: Travelers Ordered to $500MM to Fibro Creditors
--------------------------------------------------------------
In Johns-Manville Corporation's bankruptcy case, Common Law
Settlement Counsel, Statutory and Hawaii Direct Action Settlement
Counsel, and Asbestos Personal Injury Plaintiffs appeal from U.S.
District Judge Koeltl's reversal of a bankruptcy court's final
judgment.  U.S. Bankruptcy Judge Lifland had required appellees --
The Travelers Indemnity Company and Travelers Casualty and Surety
Company -- to pay over $500 million to asbestos plaintiffs based
on Travelers' obligations under certain settlement agreements.
The district court reversed, holding that conditions precedent to
payment under the Agreements were never met, and that Travelers'
obligation to pay therefore never matured.

The U.S. Court of Appeals for the Second Circuit vacated the
district court's ruling and remanded with instructions to
reinstate the order of the bankruptcy court.  The Second Circuit
concluded that the relevant conditions precedent were satisfied,
thus vacating the district court's order.  In addition, given that
Travelers did not timely raise its arguments regarding the
Agreements' conditions that the movants either execute a specific
number of releases and deliver them into escrow or dismiss their
claims with prejudice, the Second Circuit deemed those arguments
waived.  Finally, the Second Circuit held that the bankruptcy
court correctly applied prejudgment interest to the amount owed
and that it correctly calculated the total payment due from the
appropriate date.

The case is IN RE: JOHNS-MANVILLE CORPORATION, MANVILLE
CORPORATION, MANVILLE INTERNATIONAL CORPORATION, MANVILLE EXPORT
CORPORATION, JOHNS-MANVILLE INTERNATIONAL CORPORATION, MANVILLE
SALES CORPORATION, f/k/a JOHNS-MANVILLE SALES CORPORATION,
successor by merger to MANVILLE BUILDINGS MATERIALS CORPORATION,
MANVILLE PRODUCTS CORPORATION and MANVILLE SERVICE CORPORATION,
MANVILLE INTERNATIONAL CANADA, INC., MANVILLE CANADA, INC.,
MANVILLE INVESTMENT CORPORATION, MANVILLE PROPERTIES CORPORATION,
ALLAN-DEANE CORPORATION, KEN-CARYL RANCH CORPORATION, JOHNS-
MANVILLE IDAHO, INC., MANVILLE CANADA SERVICE INC., SUNBELT
CONTRACTORS, INC., Debtors; COMMON LAW SETTLEMENT COUNSEL,
STATUTORY AND HAWAII DIRECT ACTION SETTLEMENT COUNSEL, Movants-
Appellants, ASBESTOS PERSONAL INJURY PLAINTIFFS, Interested
Parties-Appellants, v. THE TRAVELERS INDEMNITY COMPANY, TRAVELERS
CASUALTY AND SURETY COMPANY, f/k/a AETNA CASUALTY AND SURETY
COMPANY, Objectors-Appellees, DOCKET NOS. 12-1094-BK(L), 12-1150-
BK(CON), 12-1205-BK(CON)(2d. Cir.).  A full-text copy of the
Decision is available at http://is.gd/McXe7Cfrom Leagle.com.

Matthew Gluck, Esq. -- mgluck@milberg.com -- and Kent A. Bronson,
Esq. -- kbronson@milberg.com -- at Milberg LLP, in New York, on
the brief); and Paul D. Clement, Esq. -- pclement@bancroftpllc.com
-- at Bancroft PLLC, in Washington, D.C., for Movant-Appellant
Statutory and Hawaii Direct Action Settlement Counsel.

Ronald Barliant, Esq. -- ronald.barliant@goldbergkohn.com --
Kenneth S. Ulrich, Esq. -- kenneth.ulrich@goldbergkohn.com -- and
Danielle Wildern Juhle, Esq. -- danielle.juhle@goldbergkohn.com --
at Goldberg Kohn Ltd., in Chicago, Illinois, for Movant-Appellant
Common Law Settlement Counsel.

Sander L. Esserman, Esq. -- esserman@sbep-law.com -- and Cliff I.
Taylor, Esq. -- taylor@sbep-law.com -- at Stutzman, Bromberg,
Esserman & Plifka, P.C., in Dallas, Texas, for Interested Parties-
Appellants Asbestos Personal Injury Plaintiffs.

Barry R. Ostrager, Esq. -- bostrager@stblaw.com -- Andrew T.
Frankel, Esq. -- afrankel@stblaw.com -- and Jonathan M. Weiss,
Esq. -- jweiss@stblaw.com -- at Simpson Thacher & Bartlett LLP, in
New York, for Objectors-Appellees The Travelers Indemnity Company
& Travelers Casualty and Surety Company.

                       About Johns-Manville

Johns-Manville Corp. was, by most sources, the largest
manufacturer of asbestos-containing products and the largest
supplier of raw asbestos in the United States from the 1920s until
the 1970s.  Manville sold raw asbestos to manufacturers of
asbestos-based products in 58 countries and distributed its own
asbestos-based products "across the entire spectrum of industries
and employment categories subject to asbestos exposure."

As a result of studies linking asbestos with respiratory disease,
Manville became the target of a growing number of products
liability lawsuits in the 1960s and 1970s.  Buckling under the
weight of its asbestos liability, Manville filed for Chapter 11
protection on August 26, 1982, before Judge Lifland.

To avoid the uncertainty of insurance litigation and to fund its
plan of reorganization, Manville sought to settle its insurance
claims.  Manville obtained in excess of $850,000,000 from
settlements with its insurers.  The U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Debtors' Second Amended and Restated Plan of Reorganization on
Dec. 22, 1986.


KAHN FAMILY: Has Access to Wells Fargo's Cash Until December
------------------------------------------------------------
The Bankruptcy Court approved an amended final consent order
authorizing Kahn Family, LLC, et al.'s use of cash collateral in
which Wells Fargo Bank, N.A. asserts and interest.

The Debtors are authorized to use cash collateral until December
2014.  A copy of the budget is available for free at:
http://bankrupt.com/misc/KAHNFAMILY_132_cashcollord.pdf

As reported in the Troubled Company Reporter on April 10, 2014,
the Debtor is authorized to use the cash collateral solely for the
purpose of funding the ordinary and necessary costs of operating
and maintaining its business limited in kind and amount to the
total expenses.

As reported in the TCR on March 27, 2014, the Debtor said it does
not have sufficient unencumbered cash or other assets to continue
operating its business in Chapter 11 pending a Chapter 11 plan of
reorganization.  As a result, an immediate and ongoing need exists
for the Debtor to use the cash collateral to continue the
operation of its business as debtor-in-possession under Chapter
11, to minimize the disruption of the Debtor as a going concern,
and to maximize the value of the Debtor's estate.

As adequate protection for any diminution of cash collateral,
Wells Fargo is granted a post-petition lien and security interest
in the post-petition cash collateral and the proceeds thereof to
the same extent and priority as its pre-petition liens in and to
the cash collateral.  The replacement liens will have the same
rank and priority as Wells Fargo's pre-petition liens.

As reported in the TCR on Jan. 27, 2014, Wells Fargo asked the
Court to (i) prohibit Kahn Family's use of cash collateral; and
(ii) require the Debtor to account for and segregate any of Wells
Fargo's cash collateral which was generated by non-debtor property
and collected by the Debtor and preserve all of Wells Fargo's
rights with respect to such non-debtor cash collateral.

Wells Fargo is the holder of six loans to Kahn-related entities,
which are generated by Mr. Kahn and secured by various collateral
pledged by non-debtor and debtor entities.  Collectively, the
loans have a balance due of $61,802,838 as of Jan. 3, 2014.

According to Wells Fargo, the Debtor has not met its burden to
show that the bank is adequately protected or otherwise obtained
approval by the Court to use cash collateral.

                         About Kahn Family

Kahn Family, LLC, and Kahn Properties South, LLC, filed bare-bones
Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and
13-02355) on April 22, 2013.  Kahn Family disclosed $50 million to
$100 million in assets and liabilities.  R. Geoffrey Levy, Esq.,
at Levy Law Firm, LLC, serves as the Debtors' counsel.  David G.
Wolff, Esq., at Barnes, Alford, Stork & Johnson, LLP, is the
Debtor's special counsel.  Bill Quattlebaum, CPA of Elliott Davis,
LLC, serves as its accountant.

The Debtor's Plan of Reorganization dated Dec. 20, 2013, provides
that payments and distributions under the Plan will be funded by
(1) the sale of certain of the Debtor's real property at fair
market value; (2) the transfer of certain real property of the
Debtor to Gibraltar BB4, LLC; (3) conversion of certain unsecured
claims against the Debtor to equity in the Reorganized Debtor; (4)
cash on hand on the Effective Date; and (5) cash flow from
continuing operations.


L BRANDS: S&P Retains 'BB+' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' issue-level
rating and '1' recovery rating to L Brands Inc.'s amended and
restated $1 billion five-year senior secured revolving credit
facility.  The '1' recovery rating indicates S&P's expectation for
very high recovery (90%-100%) in a payment default scenario.  The
company is amending and restating its existing $1 billion senior
secured revolving credit facility due July 2016.  Borrowers under
the facility will include L Brands Inc. along with the addition of
certain international subsidiaries.  S&P understands that the
amended and restated credit facility and the guarantees will
continue to be secured by the same collateral that secures the
obligations under the existing credit agreement.

S&P's 'BB+' corporate credit rating on L Brands reflects its
opinion of its stable free operating cash flow generation, solid
market positions in intimate apparel and personal care products,
strong brand recognition and marketing capabilities, and broad
geographic diversity.  S&P's ratings also reflect its view that
management will remain aggressive with its shareholder returns,
including share buybacks and special dividends.  S&P forecasts
leverage will remain in the mid-2x area, FFO to total debt will be
in the mid-20% range, and interest coverage will stay below 6x
over the next year.

RATINGS LIST

L Brands Inc.
Corporate Credit Rating           BB+/Stable/--

New Rating
L Brands Inc.
$1B snr scrd revolving credit      BBB
  Facility
   Recovery Rating                 1


LATEX FOAM: Panel Taps Zwick & Banyai as Financial Consultants
--------------------------------------------------------------
The Official Committee of Unsecured Creditors, according to Latex
Foam International, LLC's case docket, asks the Bankruptcy Court
for permission to retain Zwick & Banyai, PLLC as its financial
consultants.

In a separate docket entry, the Court scheduled a hearing on
Aug. 19, 2014, at 10:00 a.m., to consider the Committee's request
to retain Reid and Riege, P.C. as its local counsel.

Headquartered in Shelton, Connecticut, Latex Foam International,
LLC manufactures foam mattresses and component mattresses.  The
196-employee company produces mattress cores, toppers, and pillow
buns utilizing both the Talaway and Dunlop manufacturing
processes.

LFIH is a holding company for 100% of the equity interests in LFI,
PLB, and an inactive entity, Dunlop Latex Foam (Malaysia) SDN.
BHD.

LFI and four affiliates sought Chapter 11 bankruptcy protection
(Bankr. D. Conn. Lead Case No. 14-50845) in Bridgeport,
Connecticut, on May 30, 2014.  David Fisher signed the petitions
as president.  The Debtors are seeking joint administration of
their cases.

LFI disclosed $18,437,185 in assets and $30,342,926 in liabilities
as of the Chapter 11 filing.

Judge Alan H.W. Shiff presides over the cases.

James Berman, Esq., and Craig I. Lifland, Esq., at Zeisler and
Zeisler, serve as the Debtors' counsel.

On June 19, 2014, the U.S. Trustee appointed five creditors to
serve on the Official Committee of Unsecured Creditors.   The
Committee tapped to retain Schafer and Weiner, PLLC as its
counsel, and Reid and Reige, P.C. as its local counsel.


LDK SOLAR: Two Directors Resign, Nine Directors Remain
------------------------------------------------------
LDK Solar Co., Ltd., in provisional liquidation and its Joint
Provisional Liquidators, Tammy Fu and Eleanor Fisher, both of
Zolfo Cooper (Cayman) Limited, announced that Dr. Bing Xiang and
Mr. Hongjiang Yao have resigned from LDK Solar's board of
directors.

Mr. Xiaofeng Peng, Chairman of LDK Solar, stated: "We are grateful
to Dr. Xiang and Mr. Yao for their service as members of our board
over the past several years.  We benefitted from their wisdom and
the LDK Solar board wishes to acknowledge, with appreciation,
their efforts and contributions during their tenure.  We wish them
well in their future endeavors."

With these changes, the number of members of LDK Solar's board of
directors is nine.

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

LDK Solar Co disclosed a net loss of $1.05 billion on $862.88
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $608.95 million on $2.15 billion of net sales
for the year ended Dec. 31, 2011.

KPMG, in Hong Kong, China, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Group has
a net working capital deficit and a deficit in total equity as of
Dec. 31, 2012, and is restricted from incurring additional
indebtedness as it has not met a financial covenant ratio as
defined in the indenture governing the RMB-denominated US$-settled
senior notes.  These conditions raise substantial doubt about the
Group's ability to continue as a going concern.


LEHMAN BROTHERS: Hudson Ups Reserve Against Receivable Balance
--------------------------------------------------------------
Hudson City Bancorp, Inc. on July 23 disclosed that the Bank had
two collateralized borrowings in the form of repurchase agreements
totaling $100.0 million with Lehman Brothers, Inc. that were
secured by mortgage-backed securities with an amortized cost of
approximately $114.1 million.  The trustee for the liquidation of
Lehman Brothers, Inc. notified the Bank in the fourth quarter of
2011 that it considered our claim to be a non-customer claim,
which has a lower payment preference than a customer claim and
that the value of such claim is approximately $13.9 million
representing the excess of the fair value of the collateral over
the $100.0 million repurchase price.  At that time the Bank
established a reserve of $3.9 million against the receivable
balance at December 31, 2011.  On June 25, 2013, the Bankruptcy
Court affirmed the Trustee's determination that the repurchase
agreements did not entitle the Bank to customer status and on
February 26, 2014, the U.S. District Court upheld the Bankruptcy
Court's decision that the Bank's claim should be treated as a
non-customer claim.  As a result, the Bank increased its reserve
by $3.0 million to $6.9 million against the receivable balance
during the first quarter of 2014.

The disclosure was made in Hudson's earnings release for the
quarter ended June 30, 2014, a copy of which is available for free
at http://is.gd/nHOheJ

                      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)


LEIPZIG LIVING TRUST: M.D. Tenn. Judge Dismisses Anarion Suit
-------------------------------------------------------------
District Judge Aleta A. Trauger in Nashville, Tennessee, granted
the request of the defendants -- other than the Leipzig Living
Trust -- to dismiss claims asserted by the plaintiff in the case,
ANARION INVESTMENTS, LLC, Plaintiff, v. CARRINGTON MORTGAGE
SERVICES; BROCK & SCOTT, PLLC; CHRISTIANA TRUST; and LEIPZIG
LIVING TRUST, Defendants, Case No. 3:14-CV-00012 (M.D. Tenn.).

The Court dismissed Anarion's claims under the Federal Debt
Collection Practices Act, 15 U.S.C. Sec. 1692 et seq., with
prejudice for failure to state a claim under Fed.R.Civ.P. Rule
12(b)(6).  The Court said it will lift the stay as to the
defendant Leipzig Living Trust and will decline to exercise
supplemental jurisdiction over the remaining state law claims,
which will be dismissed without prejudice.

On March 18, 2008, Bank of America, N.A. entered into a Deed of
Trust with Kirk Leipzig for a residential property located in
Brentwood, Tennessee, as security for a $960,000 loan from BANA to
Leipzig.  On April 15, 2008, Leipzig quitclaimed the deed to the
Leipzig Living Trust -- LLT -- for nominal consideration.
Johannessen alleges that, effective June 1, 2010, he entered into
a residential lease of the Property from the LLT for a term of
five years (through May 31, 2015). The lease allegedly gave
Johannessen the right to purchase the property from the LLT in fee
simple within that five-year term.  Johannessen allegedly
exercised that option in January 2011, although he does not allege
that he recorded this transaction at the time.  Thereafter, the
LLT defaulted on its mortgage payments.

Anarion alleges that, on January 14, 2013, Johannessen assigned
all of his interests in the Property (whatever their nature) to
Anarion, a Tennessee LLC.  Thereafter, several entities attempted
to foreclose on the Property, leading to Anarion's lawsuit.

On February 6, 2013, Anarion claims to have discovered that
ReconTrust Company, N.A., acting as BANA's appointed substitute
trustee, had scheduled a foreclosure sale for February 7, 2014.
ReconTrust, BANA, and Carrington Mortgage Services allegedly
agreed to postpone the trustee sale until March 25, 2013.  At some
point before that rescheduled date, they allegedly agreed to
postpone the sale at least through October 2014 and to permit
Anarion to purchase the Note or the Property before the end of the
lease term.  Anarion claims that it offered to pay rent to the
Defendants or to pay off "certain" of the LLT's outstanding debts,
but the Defendants refused.  At some point thereafter, BANA
purported to assign the Deed of Trust to the Christiana Trust.
In November 2013, Brock & Scott, PLLC, Carrington, and the
Christiana Trust allegedly published a foreclosure sale notice
that Anarion claims contained false representations and did not
provide sufficient notice to "interested parties," including
Anarion.

Anarion alleges these and other actions by the defendants violated
the FDCPA.  In its Amended Complaint, Anarion asserts a federal
claim under the FDCPA, Tennessee state law claims for violations
of the Tennessee Uniform Fraudulent Transfers Act, and related
claims for disparagement of title and an action to quiet title.
In addition to damages, the Amended Complaint seeks a declaratory
judgment and an injunction against the defendants.  Anarion
contends that, to the extent any of the defendants' practices in
collecting the LLT's debt violated the FDCPA, Anarion can recover
for those violations under the FDCPA.

On February 10, 2014, Anarion filed a Chapter 11 involuntary
bankruptcy petition on behalf of the LLT.  As Anarion later
acknowledged, the LLT was a non-business trust that is not an
eligible debtor in an involuntary bankruptcy case.  Therefore, on
March 18, 2014, the Bankruptcy Court dismissed the case.

On February 19, 2014, the Defendants filed the Motion to Dismiss
the Amended Complaint.  On February 25, 2014, Anarion filed a
Suggestion of Bankruptcy relative to the Leipzig Living Trust.  On
March 5, 2014, Anarion filed a Response to the Motion to Dismiss.

On March 10, 2014, one day before a scheduled foreclosure sale on
the Property, Anarion filed a Motion for Temporary Restraining
Order and Preliminary Injunction.  Following a hearing that
afternoon, the court denied the request for a temporary
restraining order, for reasons stated on the record.

The following morning, Anarion filed a Chapter 11 bankruptcy
petition against Kirk Leipzig, individually and as trustee of the
LLT, alleging that the LLT owed Anarion an unspecified debt. By
filing that petition, Anarion received the intended benefit of a
stay of foreclosure on the Property under 11 U.S.C. Sec. 362(a).
On March 12, 2014, the court stayed the case as to the LLT.

On March 25, 2014, Anarion filed another Motion for Preliminary
Injunction, which was the subject of a hearing held on May 29.
Following the hearing, the court denied Anarion's motion.  The
foreclosure sale apparently took place on or about June 3.

On June 11, 2014, following the foreclosure sale, Anarion filed a
Motion to Voluntarily Dismiss the bankruptcy case against Leipzig.
On July 2, the Bankruptcy Court dismissed the case in relevant
part.  Because the LLT is no longer subject to the bankruptcy
petition, the court will lift its prior stay relative to the LLT.

A copy of the Court's July 18, 2014 Memorandum is available at
http://is.gd/no1Flufrom Leagle.com.

Anarion Investments LLC filed an involuntary Chapter 11 case
against Leipzig Living Trust c/o Kirk Leipzig (Bankr. M.D. Tenn.
Case No. 14-00953) on February 10, 2014, in Nashville.  Bankruptcy
Judge Randal S. Mashburn presides over the case.  Scott D
Johannessen, Esq., at the Law Offices of Scott D. Johannessen,
serves as counsel to the petitioning creditor.  Anarion asserts
claims in excess of $50,000 on account of purchase option, fees,
and costs.


LEVEL 3: Names Andrew Crouch as Regional President EMEA
-------------------------------------------------------
In connection with the Agreement and Plan of Merger, dated as of
June 15, 2014, among Level 3 Communications, Inc., Saturn Merger
Sub 1, LLC, a direct wholly owned subsidiary of the Company,
Saturn Merger Sub 2, LLC, a direct wholly owned subsidiary of the
Company, and tw telecom, on July 22, 2014, the Company announced
that following the closing of the acquisition, Andrew E. Crouch,
the Company's current regional president, North America will
become the Company's regional president EMEA and GAM Division.  As
part of that new assignment, Mr. Crouch will be transitioning to
the Company's EMEA headquarters in London, England.  Mr. Crouch is
currently one of the Company's named executive officers.

In connection with his new assignment, on July 21, 2014, the
Compensation Committee of the Company's Board of Directors
approved for Mr. Crouch an opportunity for an annual incentive
payment of up to $1 million per year for up to three years.  The
Special Incentive is incremental to the annual incentive
opportunity that Mr. Crouch is eligible to receive that is
governed by the Company's existing fully discretionary executive
bonus program.

Any payment to Mr. Crouch pursuant to the Special Incentive will
be based upon Mr. Crouch's achievement of specified goals and
objectives that will be established as well as evaluated and
measured by Mr. Jeff K. Storey, the Company's president and chief
executive officer, in Mr. Storey's sole discretion.

                 Amendment to the Rights Agreement

In connection with the execution of the Agreement and Plan of
Merger, Level 3 and Wells Fargo Bank, N.A., as rights agent,
entered into an amendment to the Rights Agreement, dated as of
April 10, 2011, between the Company and Wells Fargo Bank, N.A., as
rights agent and amended by Amendment No. 1 thereto dated as of
March 15, 2012, between the Company and the Rights Agent to extend
the term of the Rights Agreement.

The Rights Agreement, which was scheduled to expire on Oct. 4,
2014, the third anniversary of the closing of the Company's
acquisition of Global Crossing Limited, is in place to deter
acquisitions of Company common stock par value $.01 per share that
would potentially limit the Company's ability to use its built-in
losses and any resulting net loss carryforwards to reduce
potential future federal income tax obligations.  In general
terms, the rights issued under the Rights Agreement impose a
significant penalty to any person, together with its Affiliates,
that acquires more than 4.9% of the Common Stock.

Pursuant to the Rights Plan Amendment, effective July 21, 2014,
Section 7(a) of the Rights Agreement was amended and restated to
modify the expiration provisions of the Rights Agreement.  The
Rights issuable under the Rights Agreement, as amended by the
Rights Plan Amendment, will expire, at or prior to the earliest
of:

   (i) the day following the third anniversary of the closing of
       the "Merger" pursuant to the Merger Agreement or the date
       of the termination of the Merger Agreement; provided that
       in no event will the Final Expiration Date be prior to
       Oct. 4, 2014, the time at which the Rights are exchanged;

  (ii) the time at which the Rights are redeemed;

(iii) the time at which the Rights are exchanged;

  (iv) the time at which the Company's board of directors
       determines that the NOLs are utilized in all material
       respects or that an ownership change under Section 382 of
       the Internal Revenue Code of 1986, as amended, would not
       adversely impact in any material respect the time period in
       which the Company could use the NOLs, or materially impair
       the amount of the NOLs that could be used by the Company in
       any particular time period, for applicable tax purposes;

   (v) the first anniversary of the closing of the transactions
       contemplated by the Merger Agreement if approval of the
       Rights Agreement as amended by the Rights Plan Amendment by
       the affirmative vote of the holders of a majority of the
       voting power of the outstanding Common Stock has not been
       obtained prior to that date; or

(vii) a determination by the Company's board of directors, prior
       to the Distribution Date as defined in the Rights
       Agreement, that the Rights Agreement and the Rights are no
       longer in the best interests of the Company and its s
       stockholders.

               Amendment to the Standstill Agreement

In connection with the expected closing of the Merger Agreement,
the Company and Southeastern Asset Management, Inc., a Tennessee
corporation, entered into an amendment to that certain Standstill
Agreement, between the Company and Southeastern, as amended by
Amendment No. 1 dated as of March 15, 2012.

The Standstill Agreement provides for, among other things,
limitations until Feb. 18, 2015, on Southeastern's ability to (i)
acquire additional shares of Common Stock, (ii) enter
arrangements, understandings or agreements that would cause a
"change of control" or an "ownership change" (within the meaning
in the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder)  for the Company, (iii) form,
join or participate in a Group (as defined by the SEC's rules) in
connection with the foregoing, and (iv) transfer shares of Common
Stock in certain negotiated transactions.  Southeastern
beneficially owns shares of common stock of tw telecom, which will
be converted into 0.7 shares of Common Stock of the Company and
the right to receive $10 in cash in connection with the
transactions contemplated by the Merger Agreement.  Effective upon
the earlier of the consummation of the Merger contemplated by the
Merger Agreement and the last day of the Standstill Period, the
Standstill Amendment will increase the maximum number of shares of
Common Stock that Southeastern is permitted to beneficially own
during the term of the Standstill Agreement to up to 66,780,000
shares from 49,840,000 shares.

In addition, Southeastern represented to the Company in the
Standstill Amendment that after giving effect to the mergers
contemplated by the Merger Agreement, none of the Common Stock
held by Southeastern or any fund or account which Southeastern
manages or advises is treated for purposes of Section 382 of the
Code, as owned, either actually or by reason of the attribution
and constructive ownership rules applicable under Section 382 of
the Code, by a "5 percent shareholder" as such term is defined in
Section 382 of the Code.  Southeastern further represented to the
Company that (i) the Southeastern Investors do not have any formal
or informal understanding among themselves, or with Southeastern,
to make "coordinated acquisitions" of Common Stock, and therefore
are not treated as a single "entity" within the meaning of Section
1.382-3(a)(1) of the Treasury Regulations and (ii) the investment
decision of each Southeastern Investor to acquire shares of Common
Stock is not based on the investment decision of one or more of
the other Southeastern Investors to acquire shares of Common
Stock.

Southeastern also agreed that during the period beginning on the
earlier of (i) completion of the mergers contemplated by the
Merger Agreement and (ii) the expiration of the Standstill Period
and ending on the third anniversary of the completion of the
mergers contemplated by the Merger Agreement: (a) the Schedule
13Gs that Southeastern may file in the future with respect
to Common Stock will reflect that the Southeastern Investors are
not a "group" under Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended; and (b) Southeastern shall in no event
make any acquisition of Common Stock for its own account or on
behalf of any Southeastern Investor if it or such Southeastern
Investor is on the date of such purchase or would become, as a
result of such purchase, a "5-percent shareholder" of the Company
within the meaning of Section 382 of the Code."

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 incurred a net loss of $109 million in 2013, a net
loss of $422 million in 2012 and a net loss of $756 million in
2011.  The Company's balance sheet at March 31, 2014, the Company
had $12.88 billion in total assets, $11.29 billion in total
liabilities and $1.59 billion in total stockholders' equity.

                           *     *     *

In June 2014, Fitch Ratings upgraded the Issuer Default Rating
(IDR) assigned to Level 3 Communications, Inc. (LVLT) and its
wholly owned subsidiary Level 3 Financing, Inc. (Level 3
Financing) to 'B+' from 'B'.

"The upgrade of LVLT's ratings is supported by the continued
strengthening of the company's credit profile since the close of
the Global Crossing Limited (GLBC) acquisition, positive operating
momentum evidenced by expanding gross and EBITDA margins, and
ongoing revenue growth within the company's Core Network Services
(CNS) segment and its position to generate meaning FCF," Fitch
stated.

As reported by the TCR on June 5, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Broomfield, Colo.-
based global telecommunications provider Level 3 Communications
Inc. to 'B' from 'B-'.  "The upgrade reflects improved debt
leverage, initially from the acquisition of the lower-leveraged
Global Crossing in October 2011, and subsequently from realization
of the bulk of what the company expects to eventually be $300
million of annual operating synergies," said Standard & Poor's
credit analyst Richard Siderman.


LIBERTY TIRE: S&P Revises Outlook to Negative & Affirms 'B-' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Pittsburgh-based Liberty Tire Recycling Holdco LLC (Liberty) to
negative from stable.  At the same time, S&P affirmed its 'B-'
corporate credit rating on the company and its 'B-' issue-level
rating its senior secured debt.  The recovery rating on the senior
secured debt remains '4', indicating S&P's expectation of average
(30% to 50%) recovery in the event of payment default.

"We base the outlook revision on challenging conditions for scrap
tire collections in parts of Texas and Ontario and significant
competition for certain end products as a result of new capacity
added by a competitor, Genan," said Standard & Poor's credit
analyst Pranay Sonalkar.  This additional capacity has resulted in
a significantly weaker competitive position for Liberty Tire and
has led S&P to reassess the company's business risk profile to
"vulnerable" from "weak".  Weaker business conditions have also
resulted in a 120 basis point (bp) decline in EBITDA margins over
the last 12 months as well as higher leverage of 7.2x as of
March 31, 2014.

S&P's assessment of Liberty Tire's "vulnerable" business risk
profile reflects overcapacity in certain regions, several
operating challenges in recent years, and its limited scope of
operations.  The scrap tire and tire-derived product industry is
small, with less than $1.5 billion in annual sales, and highly
competitive.  Although Liberty is a leader in its niche product
categories, its products also compete against alternative products
derived from other materials and, therefore, substitution remains
a risk.  Liberty's competitive position benefits from a market
share in tire collection that is more than 4x that of its nearest
competitor.  However, there is significant competition for
collections in parts of Texas and Ontario due to excess processing
capacity.  The company has also faced several unplanned outages in
recent years which has resulted in lower profitability.  S&P
expects the company's profitability to be below average, and
expect its EBITDA margins to remain at about 14% in 2014.

The company's financial risk profile is highly leveraged, in S&P's
view, primarily due to its ownership by financial sponsor American
Securities LLC.

The company operates under a highly leveraged capital structure,
with adjusted debt to EBITDA of 7.2x and funds from operations
(FFO) to adjusted debt of 4.9% as of March 31, 2014.  S&P expects
credit metrics to improve marginally by year-end partly due to
release of cash from the seasonal working capital and project that
Liberty's FFO to debt will be about 5.4% and leverage will be 6.7x
by year-end 2014, a level S&P believes is appropriate for the
ratings.  The company does not face significant environmental or
legal liabilities.

Liberty is a major consolidator of tire recycling businesses
nationwide and has completed 44 acquisitions since 2000.  However,
S&P do not expect the company to pursue further acquisitions in
2014 as it focuses on improving profitability.

The negative outlook is based on S&P's expectation that continued
industry overcapacity will lead to further declines in the
company's operating performance over the next few quarters which
could result in earnings and cash flow at levels not sufficient to
maintain its current liquidity position and possibly leading to a
breach of financial covenants.  At the current rating S&P expects
the company to maintain leverage of around 7x and FFO to debt of
about 5%.

S&P could lower the ratings if EBITDA margins weaken further by
100 bps or more.  In such a scenario, S&P would expect free cash
flow to be substantially negative and the company to have very
weak interest coverage.  At this point, S&P would consider the
capital structure unsustainable.  S&P could also lower the ratings
if the company's liquidity position were to deteriorate
significantly.

S&P considers an upgrade as unlikely over the next year.  S&P
could raise the rating if the company's business risk profile were
to improve as a result of a stronger competitive position leading
to an improvement in EBITDA margins of about 450 bps.  This would
likely be consistent with an FFO to debt ratio of about 10% and
leverage of near 5x.


MARINA BIOTECH: Incurs $9.5 Million Net Loss in 2012
----------------------------------------------------
Marina Biotech, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$9.54 million on $4.21 million of license and other revenue for
the year ended Dec. 31, 2012, as compared with a net loss of
$29.42 million on $2.23 million of license and other revenue for
the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $7.45 million
in total assets, $13.08 million in total liabilities and a $5.62
million total stockholders' deficit.

"At December 31, 2011 as a result of our limited financial
resources we believed that there was substantial doubt about our
ability to continue as a going concern and this doubt was also
expressed by our independent registered public accounting firm in
their audit opinions issued in connection with our consolidated
balance sheets as of December 31, 2011 and our consolidated
statements of operations, stockholders' deficit and cash flows for
2011.  Since that time, we have raised significant funds and
believe that we will be able to continue as a going concern at
least through May 2015," the Company stated in the Annual Report.

"Our cash and other sources of liquidity, after giving effect to
our offering of preferred stock and warrants in March 2014, may
only be sufficient to fund our limited operations through May
2015.  We will require substantial additional funding to continue
our operations beyond that date.  If additional capital is not
available, we may have to curtail or cease operations, or take
other actions that could adversely impact our shareholders," the
Company added.

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

                         http://is.gd/oljLrv

                        About Marina Biotech

Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation.  The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients.  The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.

On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated.  As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary.  As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.

KPMG LLP, in Seattle, expressed substantial doubt about Marina
Biotech's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has ceased substantially all day-to-day operations,
including most research and development activities, has incurred
recurring losses, has a working capital and accumulated deficit
and has had recurring negative cash flows from operations.

As reported by the TCR on May 21, 2014, KPMG LLP was dismissed as
the principal accountants for Marina Biotech, Inc., and Wolf &
Company, P.C., had been engaged as replacement.


LPATH INC: Changes State of Incorporation to Delaware
-----------------------------------------------------
Lpath, Inc., changed its state of incorporation from the State of
Nevada to the State of Delaware pursuant to a plan of conversion,
dated July 17, 2014.  The Reincorporation was accomplished by the
filing of (i) articles of conversion with the Secretary of State
of the State of Nevada, and (ii) a certificate of conversion and a
certificate of incorporation with the Secretary of State of the
State of Delaware.  Pursuant to the Plan of Conversion, the
Company also adopted new bylaws.

The Reincorporation was previously submitted to a vote of, and
approved by, the Company's stockholders at its 2014 Annual Meeting
of Stockholders held on June 27, 2014.  Upon the effectiveness of
the Reincorporation:

   * the affairs of the Company ceased to be governed by the
     Nevada Revised Statutes, the Company's existing Articles of
     Incorporation and the Company's existing Bylaws, and the
     affairs of the Company became subject to the General
     Corporation Law of the State of Delaware, the Delaware
     Certificate of Incorporation and the Delaware Bylaws;

   * each outstanding share of the Nevada corporation's common
     stock converted into an outstanding share of the Delaware
     corporation's common stock;

   * each outstanding option to acquire shares of the Nevada
     corporation's common stock converted into an equivalent
     option to acquire, upon the same terms and conditions
     (including the vesting schedule and exercise price per share
     applicable to each such option), the same number of shares of
     the Delaware corporation's common stock;

   * each outstanding restricted share or restricted stock unit of
     the Nevada corporation's common stock converted into an
     equivalent restricted share or restricted stock unit of the
     Delaware corporation's common stock with the same terms and
     conditions (including the vesting schedule applicable to each
     such share);

   * each outstanding warrant or other right to acquire shares of
     the Nevada corporation's common stock converted into an
     equivalent warrant or other right to acquire, upon the same
     terms and conditions the same number of shares of the
     Delaware corporation's common stock;

   * each employee benefit, stock option or other similar plan of
     the Nevada corporation continued to be an employee benefit,
     stock option or other similar plan of the Delaware
     corporation; and

   * each director and officer of the Nevada corporation continued
     to hold his or her respective position with the Delaware
     corporation.

The Company said it effected the Reincorporation because the
corporate laws of the State of Delaware are more comprehensive,
widely-used and extensively interpreted than the corporate laws of
other states, including Nevada.

The Reincorporation did not affect any of the Company's material
contracts with any third parties, and the Company's rights and
obligations under those material contractual arrangements continue
to be rights and obligations of the Company after the
Reincorporation.  The Reincorporation did not result in any change
in headquarters, business, jobs, management, location of any of
the offices or facilities, number of employees, assets,
liabilities or net worth (other than as a result of the costs
incident to the Reincorporation) of the Company.

Indemnity Agreements with Directors and Executive Officers

Following the Reincorporation, the Company entered into new
indemnity agreements with each of the Company's directors and
executive officers, effective July 17, 2014, which replace the
previous indemnity agreements entered into between the Company and
its directors and executive officers.

The indemnity agreements are substantially similar to those
previously entered into between the Company and its directors and
executive officers except that the new indemnity agreements are
governed by Delaware law and have been modified to conform to
Delaware law.  The indemnity agreements require the Company, among
other things, to indemnify the director or executive officer
against specified expenses and liabilities, such as attorneys'
fees, judgments, fines and settlements, paid by the individual in
connection with any action, suit or proceeding arising out of the
individual's status or service as the Company?s director or
executive officer, other than liabilities arising from actions not
taken in good faith or of which indemnification would be otherwise
unlawful, and to advance expenses incurred by the individual in
connection with any proceeding against the individual with respect
to which the individual may be entitled to indemnification by the
Company.

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

LPath reported a net loss of $6.56 million in 2013, a net loss of
$2.75 million in 2012 and a net loss of $3.11 million in 2011.
The Company's balance sheet at March 31, 2014, showed $21.63
million in total assets, $6.25 million in total liabilities and
$15.37 million in total stockholders' equity.


MICRON TECHNOLOGY: S&P Rates 10.5-Year Senior Notes 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '3' recovery rating to Micron Technology Inc.'s 10.5-
year senior notes due 2025.  The '3' recovery rating indicates
S&P's expectation of meaningful (50%-70%) recovery in the event of
a payment default.  S&P expects net proceeds from the new notes
will be used to refinance portions of the company's existing
convertible senior notes.  S&P's 'BB' corporate credit rating and
stable outlook on Micron remain unchanged.

RATINGS LIST

Micron Technology Inc.

Corporate Credit Rating            BB/Stable/--

New Rating

Micron Technology Inc.
10.5-year notes due 2025
Senior Unsecured                   BB
  Recovery Rating                   3


MMODAL INC: Court Confirms Plan of Reorganization
-------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has confirmed the Second Amended Joint Plan of Reorganization of
MModal Holdings, Inc., and its affiliates.  All objections that
have not been withdrawn or resolved are overruled.

Then judge issued a findings of fact, conclusions of law, and
order confirming the second amended joint plan of reorganization
of MModal Holdings, Inc., and its debtor affiliates.  There were
no objections to confirmation of the Plan as it was supported by
substantial majorities of MModal's lenders and bondholders, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported.
The Debtors issued a press release stating that they expect to
emerge from Chapter 11 within the coming two weeks, BankruptcyData
reported.

The holders of impaired classes -- first lien claims (Class 2) and
unsecured claims (Class 4) -- have voted 100% in both in amount
and number to accept the Plan.

The plan provides for holders of $508 million in secured claims to
receive 93 percent of new stock, a $320 million term loan and
approximately $8.2 million in cash, amounting to a recovery of 72
percent to 90 percent, Mr. Rochelle said.  Noteholders and other
unsecured creditors are to receive the remaining 7 percent of the
new stock, warrants and an increased cash payment of about
$860,000, resulting in a recovery of 1 percent to 8 percent, with
a midpoint of 3.4 percent, Mr. Rochelle added.

Duncan James, MModal's chief executive officer said "We are
pleased to have reached this important final milestone, and look
forward to emerging from the financial restructuring process which
will dramatically reduce our debt, strengthen our balance sheet
and provide significant financial flexibility," BData cited the
press release.

As previously reported in the Troubled Company Reporter, the Plan
is the culmination of extensive, good-faith negotiations among the
Debtors and their principal stakeholders, including the First Lien
Agent, the Consenting Lenders, the Consenting Noteholders and the
official committee of unsecured creditors, all of whom, to the
Debtors? knowledge, support confirmation of the Plan.

The Plan effectuates a reorganization of the Debtors through,
among other things:

    (i) the issuance of the Holdings Reorganized Equity Interests
        to the holders of First Lien Claims and General Unsecured
        Claims (including Noteholder Claims);

   (ii) the issuance of the New Term Loan to the holders of First
        Lien Claims;

  (iii) the issuance of the New Warrants to the holders of General
        Unsecured Claims (including Noteholder Claims) and

   (iv) the payment of the Exit Distribution of $9,099,954.50 in
        the aggregate to the holders of First Lien Claims and
        General Unsecured Claims (including Noteholder Claims).

The basic economic terms of the Plan are as follows:

    (a) Holders of Priority Claims and Other Secured Claims are
        Unimpaired and are deemed to accept the Plan;

    (b) Each holder of a First Lien Claim shall receive such
        holder?s pro rata share of (i) the New Term Loan and (ii)
        93% of the Holdings Reorganized Equity Interests subject
        to dilution solely on account of the New Warrants and
        Management Stock Option Plan and (iii) $8,239,757.68 in
        Cash;

    (c) The holders of Other Secured Claims are Unimpaired and are
        deemed to accept the Plan;

    (d) The holders of Allowed General Unsecured Claims shall
        receive the Pro Rata share of: (i) seven (7) percent of
        Reorganized Holdings Equity Interests subject to dilution
        solely on account of the New Warrants and Management Stock
        Option Plan; (ii) the New A Warrants and New B Warrants;
        and (iii) $860,196.81 in Cash;

    (d) The holders of Convenience Class Claims are Unimpaired and
        are deemed to accept the Plan;

    (e) The holders of Intercompany Interests are Unimpaired and
        are deemed to accept the Plan;

    (f) Holders of Subordinated Claims, Intercompany Claims, and
        Holdings Equity Interests shall not receive or retain any
        property under the Plan on account of such Claims or
        Equity Interests.

                          About M*Modal

Headquartered in Franklin, Tennessee, M*Modal provides clinical
documentation solutions for the U.S. healthcare industry.  It has
operations in six countries and employs more than 9,900 employees,
most of whom are medical transcriptionists or medical editors.

M*Modal, a medical-services company owned by J.P. Morgan Chase
Co.'s private-equity arm, filed for Chapter 11 bankruptcy
protection, following a decline in sales and mounting debt.

MModal disclosed $627 million in total assets and $876 million in
total liabilities as of Feb. 28, 2014.  MModal Inc., disclosed, in
its schedules, assets of $36,128,041 plus undetermined amount, and
liabilities of $808,089,536 plus undetermined amount.

Legend Parent Inc. and other M*Modal entities, including MModal
Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
14-10701) on March 20, 2014.

The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal
North America, LLC, as restructuring advisor, Lazard Freres & Co
LLC as investment banker, Deloitte Tax LLP as tax advisor, and
Prime Clerk LLC as claims and noticing agent, and administrative
advisor.

The Joint Plan of Reorganization dated April 25, 2014, provides
that First Lien Claims will be allowed in the aggregate amount of
$507,680,532.  On the effective date, holders of First Lien Claim
will also receive their pro rata share of (i) the New Term Loan,
(ii) 93% of Reorganized Holdings Equity Interests, subject to
dilution solely on account of the New Warrants and Management
Stock Option Plan; and (iii) $8,197,801 in Cash.

Holders of Allowed General Unsecured Claims will receive their pro
rata share of (i) 7% of the Reorganized Holdings Equity Interests;
(ii) the New A Warrants and New B Warrants; and (iii) $617,039 in
Cash.

A Steering Committee for Secured Lenders under the Prepetition
Credit Agreement is represented by Richard Levy, Esq., at Latham &
Watkins LLP.  An Ad Hoc Committee of certain unaffiliated holders
of (i) the Term B loan under the Prepetition Credit Agreement and
(ii) Notes issued under the Indenture is represented by Michael
Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer &
Feld LLP.

The U.S. Trustee for Region 2 has appointed three members to the
Official Committee of Unsecured Creditors.  Kristopher M. Hansen,
Esq., Frank A. Merola, Esq., and Matthew G. Garofalo, Esq., at
Stroock & Stroock & Lavan LLP, in New York, serve as counsel to
the Committee.  Michael Diaz of FTI Consulting leads the team of
financial advisors to the Creditors' Committee.


MOLLY MAGUIRES: Restaurant Chain Files Chapter 11 in Philadelphia
-----------------------------------------------------------------
Molly Maguires Restaurant and Pub, Inc., Molly Maguires Restaurant
and Pub, II, Inc., and Molly Maguires Restaurant and Pub, III,
Inc., filed separate Chapter 11 petitions (Bankr. E.D. Pa. Case
Nos. 14-15614 to 14-15616) on July 11, 2014, in Philadelphia.
Judge Magdeline D. Coleman presides over the case.  The Debtors
are represented by Albert A. Ciardi, III, Esq., and Jennifer E.
Cranston, Esq., at Ciardi Ciardi & Astin, P.C.

Molly Maguires Restaurant and Pub estimates $500,000 to $1 million
in assets and $1 million to $10 million in liabilities.  Molly
Maguires Restaurant and Pub, II, estimates $1 million to $10
million in assets and $10 million to $50 million in liabilities.

The petitions were signed by Declan Mannion, president.

Declan Mannion and Conor Cummins are co-owners of the Molly
Maguire's chain with locations in Lansdale, Phoenixville and
Downingtown, as well as Phoenixville?s Fenix Bar.

21st Century Media News Service reported that the co-owners also
filed for Chapter 11 bankruptcy on July 10, estimating assets and
liabilities between $1 million and $10 million.  Both requested
Court approval to hire as counsel:

     Thomas Bielli, Esq.
     David Klauder, Esq.
     O'KELLY ERNST & BIELLI LLC
     1500 Walnut Street, Suite 900
     Philadelphia, PA 19102
     Tel: (215) 543-7182
          (215) 392-2903 (Direct)
     Fax: (215) 525-9648
     E-mail: tbielli@oeblegal.com
             dklauder@oeblegal.com

The report said Messrs. Bielli and Klauder have not responded to
requests for comment. A telephone call to one of the owners was
not returned at press time.


MONTREAL MAINE: Aug. 19 Hearing on Allocation of Purchase Price
---------------------------------------------------------------
In the Chapter 11 case of Montreal, Maine & Atlantic Railway Ltd.,
the Bankruptcy Court will convene a hearing on Aug. 19, 2014, at
10:00 a.m., to consider the motion to determine the allocation of
the purchase price filed by creditor United States of America.
Objections, if any, are due by Aug. 1.

On July 18, the United States of America, through the Department
of Transportation, Federal Railroad Administration, moved the
Court for an order determining the allocation of the purchase
price for the Debtor's assets as contemplated in the Court's order
granting motion to approve third amendment to asset purchase
agreement between Robert J. Keach, as Chapter 11 trustee for the
Debtors' estate, and Railroad Acquisition Holdings LLC entered
May 8, 2014; and enforcing the Court's order approving carve-out
entered Oct. 18, 2013.

On Jan. 24, 2014, the Court approved the sale of substantially all
of the Debtor's assets to Railroad Acquisition Holdings LLC
pursuant to an asset purchase agreement dated Dec. 12, 2013, (as
amended) between the Trustee, the Debtor, MMA Canada and RAH.  In
conjunction with this approval, the Canadian Court also approved a
sale of substantially all of MMA Canada's assets to RAH on
Jan. 23, 2014.

On May 8, 2014, the Court entered the closing authorization order
approving a third amendment to the APA, which, among other things,
authorized the Trustee, the Debtor and RAH to close the sale of
the Debtor's assets and MMA Canada's assets either simultaneously
or separately.

FRA has valid first priority liens on both the net escrow sales
proceeds and the other escrowed amounts.  Under the terms of the
carve-out and the second financing order, respectively, FRA is
entitled to the distribution of the net escrow sales proceeds and
the other escrowed amounts.

Moreover, the closing authorization order permits FRA to request a
determination of the allocation of (a) the purchase price as among
the Debtor's assets and (b) the value from the sale as between the
Debtor and MMA Canada.  Accordingly, FRA seeks entry of an order
(a) determining the allocation of (i) the purchase price as among
the Debtor's assets and (ii) the value from the sale as between
the Debtor and MMA Canada, such that $3,200,000 is allocated to
the assets of MMA Canada and the balance of the purchase price
under the APA is allocated to the Debtor's assets; and (b)
authorizing the Trustee to disburse immediately to the FRA both
the net escrow sales proceeds and the other escrowed amounts,
minus the wheeling inventory allocation.

                      About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq.,
and D. Sam Anderson, Esq.  Development Specialists, Inc., serves
as the Chapter 11 trustee's financial advisor.  Gordian Group,
LLC, serves as the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.  MM&A Canada is represented by
Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by:
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.  The Fortress unit is represented by Terence M.
Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75% of the $25 million in
available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25% would be earmarked for claimants seeking compensation
for property that was damaged when much of the town burned.
Former U.S. Senator George Mitchell, a Democrat who represented
Maine in the U.S. Senate from 1980 to 1995 and who is now chairman
emeritus of law firm DLA Piper LLP, would administer the plan and
lead the effort to wrap up MM&A's Chapter 11 bankruptcy.

As reported by the Troubled Company Reporter on April 3, 2014,
Judge Kornreich ruled that the unofficial committee of wrongful
death claimants and its counsel have failed to comply with Rule
2019 of the Federal Rules of Bankruptcy Procedure, and as a result
of that failure, the Unofficial Committee and its counsel will not
be heard on any pending matter in the case.

As reported by the TCR on April 11, 2014, Judge Kornreich rejected
the disclosure statement for the Plan filed by the ad hoc group of
wrongful-death claimants, holding that the Plan is flawed and
unconfirmable.


NATROL INC: Inks Pact With Cerberus, Quells Trustee Bid
-------------------------------------------------------
Law360 reported that bankrupt nutritional supplement maker Natrol
Inc. made peace with major secured lender Cerberus Business
Finance LLC, reaching a settlement that would give the debtor
access to much-needed cash and see the private equity lender bury
its bid to appoint a Chapter 11 trustee.  According to the report,
the agreement resolves "a multitude of complex and contentious
issues" between the parties -- including Natrol's request to tap
cash collateral and Cerberus' motion to install a trustee -- and
promises a path to a more efficient restructuring process, the
debtor said.

In its bid for the appointment of a trustee, Cerberus, which
loaned $75 million to the Debtor, told the Court that the Debtor
has made questionable payments from the loaned funds including a
$25 million payment to Fabtech, an alleged Singapore entity,
although Fabtech is not registered to do business in Singapore and
is not domiciled at the business address provided by the Debtor.
Ceberus argued that appointment of a trustee is necessary because
the Debtor, who is operating as a debtor-in-possession, cannot be
trusted to fulfill its fiduciary obligations to the estate and
creditors.

                       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 Debtors requested that the Court approve the employment of (i)
Jeffrey C. Perea of the firm Conway MacKenzie Management Services,
LLC as chief financial officer and for CMS to provide temporary
employees to assist Mr. Perea in carrying out his duties; (ii)
Stephen P. Milner of the firm Squar, Milner, Peterson, Miranda &
Williamson LLP as chief restructuring officer and for CMS to
provide temporary employees to assist Mr. Milner in carrying out
his duties; (iv) BDO USA, LLP as auditor; (v) TaxGroup Partners as
tax services provider.

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.  The Committee tapped to retain Otterbourg P.C. as lead
counsel; (ii) Pepper Hamilton LLP as Delaware counsel; and (iii)
CMAG as financial advisors.

Cerberus Business Finance, LLC, solely in its capacity as
administrative agent and collateral agent under a financing
agreement dated March 5, 2013, as amended, is represented by Laura
Davis Jones, Esq., Timothy O. Cairns, Esq. and Peter J. Keane,
Esq. at Pachulski, Stang, Ziehl & Jones, LLP of Wilmington,
Delaware and Michael L. Tuchin, Esq., David M. Stern, Esq., Robert
J. Pfister, Esq., and Colleen M. Keating, Esq. at Klee, Tuchin,
Bogdanoff & Stern of Los Angeles, California.


NATROL INC: Winthrop Couchot Approved as Bankruptcy Co-Counsel
--------------------------------------------------------------
The Bankruptcy Court, according to Natrol, Inc., et al.'s case
docket, authorized the employment of Winthrop Couchot Professional
Corporation as bankruptcy co-counsel, nunc pro tunc to the
Petition Date.

The principal attorneys and paralegal designated to represent the
Debtors and their standard hourly rates, are:

         a. Robert E. Opera                  $750
         b. Marc J. Winthrop                 $750
         c. Sean A. O'Keefe, of counsel      $750
         d. Peter W. Lianides                $595
         e. Garrick A. Hollander             $595
         f. Andrew B. Levin                  $395
         g. P.J. Marksbury                   $270

Winthrop Couchot requested for Court approval of a postpetition
retainer in the amount of $250,000 in connection with its proposed
postpetition representation of the Debtors.  The Retainer will
constitute a general retainer as security for postpetition
services and expenses.

To the best of the Debtors' knowledge, Winthrop Couchot is a
"disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                       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 Debtors requested that the Court approve the employment of (i)
Jeffrey C. Perea of the firm Conway MacKenzie Management Services,
LLC as chief financial officer and for CMS to provide temporary
employees to assist Mr. Perea in carrying out his duties; (ii)
Stephen P. Milner of the firm Squar, Milner, Peterson, Miranda &
Williamson LLP as chief restructuring officer and for CMS to
provide temporary employees to assist Mr. Milner in carrying out
his duties; (iv) BDO USA, LLP as auditor; (v) TaxGroup Partners as
tax services provider.

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.  The Committee tapped to retain Otterbourg P.C. as lead
counsel; (ii) Pepper Hamilton LLP as Delaware counsel; and (iii)
CMAG as financial advisors.


NEW YORK CITY OPERA: Strikes Deal To Stay In Control Of Sale Talks
------------------------------------------------------------------
Law360 reported that a New York City Opera Inc. suitor agreed that
the current board should remain in charge of shopping the bankrupt
institution, dropping an attempt to hand control of the sale
process to a trustee and giving the board of directors the summer
to negotiate with potential buyers.  According to the report, Gene
Kaufman, an architect and businessman who purportedly has an offer
on the table to fund City Opera's way out of bankruptcy, will put
on hold his objection to the debtor's third request to extend the
period under which it has exclusive right to file a plan.

As previously reported by The Troubled Company Reporter, citing
Bill Rochelle, the bankruptcy columnist for Bloomberg News, the
NYC Opera wants its exclusive plan-filing right expanded by three
months to Sept. 29.

                    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.


OPTIMUMBANK HOLDINGS: Regains Compliance with NASDAQ Listing Rule
-----------------------------------------------------------------
OptimumBank Holdings, Inc., the parent company of OptimumBank,
announced that it has regained compliance with NASDAQ minimum
shareholders' equity rule per NASDAQ Listing Qualification Notice
dated July 14, 2014.  The Company will continue to be listed on
NASDAQ.

The Company completed the sale of 755,286 shares since March 31,
2014, for an aggregate amount of $841,000 by July 1, 2014.
Completion of these sales, together with the Company's estimated
net income for the fiscal quarter ended June 30, 2014, will cause
stockholders' equity to exceed the $2.5 million minimum threshold
for NASDAQ listing.  In addition, the Company has successfully
demonstrated the ability to sustain that level going forward.

Chairman Gubin said, "We are pleased to announce the successful
resolution of this matter and the continued listing of the
Company's shares on the Nasdaq Capital Market.  Following this
positive development, we continue to focus on implementing our
business plan for continued earnings improvement.  The NASDAQ
listing notification continues a string of events that highlight
the Company's successful turnaround efforts."  Mr. Gubin added,
"The continued listing on NASDAQ is important for strengthening
our investor confidence as it demonstrates our commitment to
provide them with a securities exchange platform for 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.


NEXT 1 INTERACTIVE: Incurs $546,000 Net Loss in May 31 Quarter
--------------------------------------------------------------
Next 1 Interactive, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $546,288 on $344,957 of total revenues for the three
months ended May 31, 2014, as compared with a net loss of $1.40
million on $495,441 of total revenues for the same period in 2013.

The Company's balance sheet at May 31, 2014, showed $4.53 million
in total assets, $13.01 million in total liabilities and a $8.47
million total stockholders' deficit.

At May 31, 2014, the Company had $59,110 cash on-hand, a decrease
of $58,708 from $117,818 at the start of fiscal 2014.  The
decrease in cash was attributable to a decline in funds raised for
subscription agreements.

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

                       http://is.gd/f55pyQ

                     About Next 1 Interactive

Weston, Fla.-based Next 1 Interactive, Inc., is the parent company
of RRTV Network (formerly Resort & Residence TV), Next Trip -- its
travel division, and Next One Realty -- its real estate division.
The Company is positioning itself to emerge as a multi revenue
stream "Next Generation" media-company, representing the
convergence of TV, mobile devices and the Internet by providing
multiple platform dynamics for interactivity on TV, Video On
Demand (VOD) and web solutions.  The Company has worked with
multiple distributors beta testing its platforms as part of its
roll out of TV programming and VOD Networks.  The list of multi-
system operators the Company has worked with includes Comcast,
Cox, Time Warner and Direct TV.  At present the Company operates
the Home Tour Network through its minority owned/joint venture
real estate partner -- RealBiz Media.  As of July 17, 2012, the
Home Tour Network features over 4,300 home listings in four cities
on the Cox Communications network.

The Company incurred a net loss of $18.29 million on $1.56 million
of total revenues for the year ended Feb. 28, 2014, as compared
with a net loss of $4.23 million on $987,115 of total revenues for
the year ended Feb. 28, 2013.

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Feb. 28, 2014.  The independent auditors noted
that the Company has incurred net losses of $18,295,802 and net
cash used in operations of $4,590,428 for the year ended Feb. 28,
2014, and the Company had an accumulated deficit of $87,625,076
and a working capital deficit of $13,549,796 at Feb. 28, 2014.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

                         Bankruptcy Warning

"If we continue to experience liquidity issues and are unable to
generate revenue, we may be unable to repay our outstanding debt
when due and may be forced to seek protection under the federal
bankruptcy laws," the Company said in the fiscal 2013 Annual
Report.


PARADIGM EAST HANOVER: Files Bare-Bones Chapter 11 Petition
-----------------------------------------------------------
Paradigm East Hanover, LLC, sought Chapter 11 bankruptcy
protection (Bankr. D.N.J. Case No. 14-25017) in Newark, New Jersey
on July 23, 2014, without stating a reason.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Secf. 101(51B), says its asset is worth between $10 million and
$50 million, and debt is less than $10 million.

The company is owned by entities held by Paradigm Capital Funding,
LLC.

The case is assigned to Judge Donald H. Steckroth.

Morris S. Bauer, Esq., at Norris McLaughlin & Marcus, PA, in
Bridgewater, New Jersey, serves as counsel.

According to the docket, the Debtor's schedules of assets and
liabilities and statement of financial affairs are due July 6,
2014.

The Debtor's exclusive period to file a plan expires Nov. 20,
2014.


PARADIGM EAST: Case Summary & 4 Unsecured Creditors
---------------------------------------------------
Debtor: Paradigm East Hanover, LLC
        Mt. Pleasant Ave
        East Hanover, NJ 07936
Case No.: 14-25017

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: July 23, 2014

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

Judge: Hon. Donald H. Steckroth

Debtor's Counsel: Morris S. Bauer, Esq.
                  NORRIS MCLAUGHLIN & MARCUS, PA
                  PO Box 5933
                  Bridgewater, NJ 08807-5933
                  Tel: (908) 722-0700
                  Fax: (908) 722-0755
                  Email: msbauer@nmmlaw.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by David Kushner, managing member of
manager.

List of Debtor's four Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Zakim & Zakim                                          $37,638

EWMA Environmental                                     $21,000

East Hanover Township             Construction         Unknown
                                  related fines

Tax Collector                     Block 99, Lots 4,    Unknown
Township of East Hanover          4.02 and 5.01       (4,350,000
411 Ridgedale Avenue                                   secured)
East Hanover, NJ 07936                                (2,668,844
                                                       senior
                                                       lien)


PORTILLO'S HOLDINGS: S&P Assigns 'B-' CCR; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Oak Brook, Ill.-based Portillo's Holdings LLC.
The outlook is stable.  Concurrently, S&P assigned a 'B-' issue-
level rating to the company's $345 million first-lien facility,
consisting of a $30 million revolver and $315 million first-lien
term loan.  The recovery rating is '3', indicating S&P's
expectation for meaningful (50%-70%) recovery in the event of a
payment default.  S&P is also assigning a 'CCC' issue-level
rating, with a'6' recovery to the company's second-lien facility,
indicating negligible (0% to 10%) recovery in the event of a
payment default.

Proceeds will be used to purchase Portillo's and pay related fees
and expenses, with $10 million of the revolver drawn at close.  In
addition, S&P understands a third party plans to invest in the
company through an unrated $100 million 12-year 11% payment-in-
kind (PIK) preferred equity stake, which will reduce Berkshire's
common equity contribution toward the purchase price.

"The rating on Portillo's reflects its niche focus on hot dogs and
other offerings mainly in the Chicago area, with 38 locations that
include both dine in and drive-thru offerings as well as a
catering and delivery business," said credit analyst Diya Iyer.
"We believe there are substantial risks associated with Berkshire
Partners' plans to steadily grow the business beyond the Midwest
at a faster rate than the company has historically experienced.
Portillo's is a largely unknown brand outside its current
geographies and requires sizable upfront capital investments to
support its large boxes, high-quality menu, and valued customer
service."

The stable outlook incorporates S&P's expectation that performance
will continue to improve in the coming year because of positive
same-store sales, unit expansion, and only modest margin erosion,
with potential for steady deleveraging in the next three years
should the sponsor's growth plans materialize.  However, S&P
believes execution risk is a major factor that could derail this
untested expansion strategy into new geographies.

Upside Scenario

To consider an upgrade, Portillo's would need to deliver
performance ahead of S&P's expectations, with revenue growth in
the 15% to 20% range and gross margin expansion of more than 100
bps.  At that time, leverage would be in the high-5.0x range and
interest coverage would be in the low 4.0x range with FFO/debt in
the mid-teens percent area.

Downside Scenario

S&P could lower the rating if performance falls significantly
below its projections because of flat sales and margin
contraction.  Under this scenario, revenue growth would slow down
and gross margin would shrink more than 100 bps, with accompanying
tightened liquidity and cash flow and interest coverage
approaching 2.0x.  S&P could also lower its rating if financial
sponsors utilize additional debt to fund a dividend or sizable
acquisition in the next one year.


PRE-PAID LEGAL: S&P Raises Rating on $330MM 1st Lien Debt to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue rating on
Pre-Paid Legal Services Inc.'s first-lien facilities (composed of
a $30 million revolver and $310 million first-lien term debt) to
'BB-' from 'B+', and revised its recovery rating on the debt
facilities to '1' from '2' because of debt reduction.  The '1'
recovery rating indicates S&P's expectation for very high (90% to
100%) recovery in the event of a payment default.

S&P's 'B' corporate credit rating on the company remains
unchanged, supported by its "weak" business risk and "highly
leveraged" financial risk assessments.  The outlook is stable.

Ratings List

Pre-Paid Legal Services Inc.
Corporate credit rating           B/Stable/--

Issue Ratings Raised; Recovery Ratings Revised
                                   To           From
Pre-Paid Legal Services Inc.
Senior secured
  $30 mil. revolver due 2018       BB-          B+
   Recovery rating                 1            2
  $310 mil. term loan due 2019     BB-          B+
   Recovery rating                 1            2


PSL NORTH AMERICA: Final Approval of $11.5M DIP Loan Hits Snag
--------------------------------------------------------------
Law360 reported that pipe manufacturer PSL North America LLC's
Chapter 11 case appeared to hit a setback, when a Delaware
bankruptcy judge postponed final consideration of its $11.5
million debtor-in-possession loan after hearing concerns from a
secured creditor contending the facility primes its liens.
According to the report, at a hearing in Wilmington, Delaware,
that had many of the parties' attorneys appearing by telephone,
U.S. Bankruptcy Judge Peter J. Walsh said he wanted to see the
matter argued in person before he made a decision.

The main challenge to the DIP loan, extended by prepetition
creditor ICICI Bank Ltd., came from Standard Chartered Bank, Dubai
International Financial Centre, which was concerned that lien
priorities in the case would be rewritten if the $100 million
stalking horse offer from Jindal Tubular USA stands as the winning
bid in the sale process and the facility were paid from the
proceeds, the report related.

                    About PSL-North America

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

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

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

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

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


PSL NORTH AMERICA: ICICI Defends Terms of DIP Financing
-------------------------------------------------------
ICICI Bank Limited, New York Branch, as prepetition and
postpetition senior secured lender, filed a supplement to its
response to the supplemental objection of Standard Charter Bank,
Dubai International Financial Centre Branch (Regulated by the
Dubai Financial Services Authority), to the DIP financing ICICI is
extending PSL - North America LLC.

ICICI said that the terms of the DIP Financing, despite posturing
by SCB DIFC, creditor and party-in-interest, and AM/NS Calvert
LLC, are "fair."  Indeed, ICICI has agreed to lend new money
without priming SCB DIFC or Calvert, with below market fees, and
with a standard investigation period for ICICI's liens.

As reported in the Troubled Company Reporter on June 18, 2014, the
Debtors requested bankruptcy court approval of an $11.5 million
postpetition credit facility with ICICI Bank Limited, New York
Branch.  As reported in the TCR on June 24, Judge Peter Walsh gave
the Debtors interim authority to obtain senior secured
postpetition financing in an aggregate principal amount not to
exceed $5.5 million from ICICI.

On July 8, SCB DFIC filed its objections to the Debtors' DIP
financing motion as well as their motion for approval of bidding
procedures to govern an asset sale.

The next day, Calvert filed its objection.  Calvert sold steel
coil and similar steel products to PSL-North America, LLC and is
owed not less than approximately $5,425,000.

In their omnibus reply to the objections filed with respect to
their (a) final DIP financing motion; and (b) bidding procedures
motion, the Debtors said they are not seeking to use any cash
collateral of SCB DIFC or Calvert and, in fact, have taken steps
to segregate such cash collateral from the funds received with
respect to the postpetition financing.  As a result, the Debtors
believe that SCB DIFC and Calvert are not harmed by the relief
requested in the final DIP order and are adequately protected.

As reported in the TCR, under the DIP Facility, all postpetition
obligations will be immediately due and payable in cash upon the
earlier to occur of (i) Sept. 30, 2014, (ii) the termination date,
or (iii) the consummation of any plan, sale or other transfer or
disposition of all, or any material portion, of the assets or
equity interests of the Debtors.

ICICI has not required the Debtors to enter into a postpetition
credit agreement, and is willing to provide financing pursuant
only to an interim order and ultimately a final order.  The
customary provisions of a credit agreement are set forth in the
proposed interim order.

The Debtors believe that the DIP loan proceeds will allow them to
continue their operations pending the closing of a sale.

All cash collateral subject to prepetition lender Standard
Chartered Bank's first priority lien has been segregated and will
only be used with SCB's consent or further order of the Court.
The Debtors therefore are only currently requesting that the Court
authorize the use of non-SCB cash collateral.

The material terms of the DIP facility are:

    * Borrower:        PSL - North America LLC

    * Guarantors:      PSL USA Inc. and non-debtor subsidiaries

    * Lender:          ICICI Bank or designee

    * Maturity:        Sept. 30, 2014

    * Interest:        Rate of 3-month LIBOR plus 5.5% per annum.
                       Interest will increase 1% for non-payment
                       defaults and 2% for any default in payment.

    * Security:        The DIP Lender will be granted postpetition
                       liens in all of the Debtors' assets,
                       including 100% of the capital stock of PSL
                       NA's direct and indirect domestic
                       subsidiaries and avoidance claims.  The DIP
                       Lender will be granted an allowed
                       superpriority administrative expense claim
                       pursuant to Sec. 364(c)(1) of the
                       Bankruptcy Code.

ICICI is represented by:

         Margaret Whiteman Greecher, Esq.
         Michael Nestor, Esq.
         Edmon Morton, Esq.
         YOUNG CONAWAY STARGATT & TAYLOR, LLP
         Rodney Square
         1000 North King Street
         Wilmington, DE 19801
         Tel: (302) 571-6600
         Fax: (302) 571-1253

              - and -

         Robert Klyman, Esq.
         GIBSON, DUNN & CRUTCHER LLP
         333 South Grand Avenue
         Los Angeles, CA 90071-3197
         Tel: (213) 229-7000
         Fax: (213) 229-7520

              - and -

         J. Eric Wise, Esq.
         Alan Moskowitz, Esq.
         GIBSON, DUNN & CRUTCHER LLP
         200 Park Ave, 37th Floor
         New York, NY 10166-0193
         Tel: (212) 351-4000
         Fax: (212) 351-4035

                    About PSL-North America

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

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

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

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

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


PSL-NORTH AMERICA: SCB DIFC Balks at Payment of Duff Phelps Fees
----------------------------------------------------------------
Standard Chartered Bank, Dubai International Financial Centre
Branch (Regulated by the Dubai Financial Services Authority), a
creditor and party-in-interest, submitted a limited objection to
the request of PSL - North America LLC, et al. to employ Duff &
Phelps Securities, LLC as investment banker and financial advisor.

SCB DIFC's stated that the objection arises in connection with the
sources from which Duff & Phelps will be compensated.
Specifically, SCB DIFC objected to payment of any of the firm's
fees and expenses, including any success fee that may be due to
Duff & Phelps under the sale motion, from SCB DIFC's collateral or
collateral proceeds.

As reported in the Troubled Company Reporter on July 8, 2014, Duff
& Phelps will provide the Debtors these services in connection
with a possible sale of the Debtors' assets:

   (a) review and analyze the financial and operating statements
       of the Debtors;

   (b) review and analyze the Debtors' financial projections;

   (c) assist the Debtors in evaluating, structuring, negotiating
       and implementing the terms (including pricing) and
       conditions of any sale;

   (d) assist the Debtors in preparing descriptive material to be
       provided to potential parties to a sale;

   (e) prepare a lists of potential purchasers and present it to
       the Debtors;

   (f) with the assistance of the Debtors, prepare a teaser and a
       confidential information memorandum and a summary which
       will be discussed with and approved by the Debtors;

   (g) contact potential purchasers to solicit their interest in a
       sale and to provide them with the confidential information
       memorandum under a confidential disclosure agreement which
       has been approved by the Debtors;

   (h) participate in due diligence visits, meetings and
       consultations between the Debtors and interested potential
       purchasers and coordinate distribution of all information
       related to a sale with such parties;

   (i) assist the Debtors in evaluating offers, indications of
       interest, and definitive contracts; and

   (j) otherwise assist the Debtors, their attorneys and
       accountants, as necessary, through closing on a best
       efforts basis.

Additionally, Duff & Phelps, in its capacity as financial advisor,
will advise and assist the Debtors' management with the following
services:

   (a) review, or prepare, a 13-week financial projection;

   (b) review and monitor the Debtors' 13-week and longer term
       liquidity, including monitoring of the Debtors' weekly cash
       flows and preparation of a weekly variance report comparing
       the Debtors' actual to budgeted results;

   (c) work with the Debtors and their senior management to
       identify and implement short-term and long-term liquidity
       generating initiatives;

   (d) assist the Debtors in evaluating and implementing financial
       and strategic alternatives;

   (e) work with the Debtors and their senior management to
       oversee operations of the Debtors through execution of any
       selected course of action;

   (f) advise and assist the Debtors' management in their
       preparation of financial information that may be required
       by the Court and the Debtors' creditors and other
       stakeholders, and in coordinating communications with the
       parties in interest and their respective advisors;

   (g) advise on and challenge management's assumptions and
       amounts to be included in the Debtors' business plans, cash
       flow forecasts and financial projections. Such business
       plans, cash flow forecasts and financial projections will
       be the responsibility of and be prepared by the management
       of the Debtors;

   (h) advise and assist the Debtors' management and counsel in
       preparing for, meeting with and presenting information to
       parties-in-interest and their respective advisors; and
   (i) advise and assist management in its development of the
       Debtors' hypothetical liquidation analysis for purposes of
       its plan of reorganization, by advising on and challenging
       management's assumptions and amounts to be included in the
       Debtors' hypothetical liquidation analysis.  Such
       hypothetical liquidation analysis, including all
       assumptions, will be the responsibility of and be prepared
       by management of the Debtors.

As compensation for the M&A Services contemplated by the
Engagement Letter, Duff & Phelps requests the following payment
amounts pursuant to the Engagement Letter:

       - A monthly fee of $50,000, which will be paid on every
         30th day through the earlier of (i) termination of the
         agreement between the Debtors and Duff & Phelps in
         accordance with the terms of the Engagement Letter; or
         (ii) the effective date of a sale of the Debtors,
         provided, however, that in no event will the Debtors pay
         more than six monthly payments to Duff & Phelps,
         beginning with the first payment made by the Debtors at
         the execution of the Engagement Letter, without further
         agreement of the parties and approval by the Court.

       - If a sale occurs (i) either during the terms of Duff &
         Phelps' engagement hereunder or (ii) at any time during
         the 12 month period following the effective date of
         termination of Duff & Phelps' engagement hereunder, the
         Company agrees to pay Duff & Phelps a nonrefundable
         transaction fee equal to a minimum of $700,000, plus 2.5%
         of any sale above $40 million.

       - Any monthly fees paid under the terms of the Engagement
         Letter will be credited 100% against the transaction fee
         set forth in subsection (b) above.  The transaction fee
         is payable in cash concurrently with the closing of the
         sale.

As compensation for the financial advisory services to be
rendered, Duff & Phelps requests the following payment amounts
pursuant to the Engagement Letter:

       - Fees and Expenses: Fees and expenses for services will be
         based on the following agreed upon hourly rates, which
         are 75% of Duff & Phelps' standard hourly rates.
         Adjusted rates will be reflected in billings.  The
         adjusted hourly rates for this engagement are:

         Managing Directors          $735
         Directors                   $664
         Vice Presidents             $529
         Associates                  $401
         Analysts                    $278
         Admin                       $113

       - Expenses. Duff & Phelps will also bill the Debtors for
         reasonable third party out-of-pocket and incidental
         expenses as documented for travel, meals, lodging,
         computer & research charges, virtual data room set-up and
         maintenance, reasonable attorney fees and other
         miscellaneous expenses incurred.

In connection with its retention for pre-petition services and
pursuant to the terms of the Engagement Letter, Duff & Phelps
received payment of $1,174,685 as payment for fees and expenses
incurred or expected to be incurred under the performance of the
Engagement Letter.  In connection with its retention for post-
petition services, Duff & Phelps received a total retainer of
$345,545.

Lisa B. Neimark, managing director of Duff & Phelps, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

                    About PSL-North America

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

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

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

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

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

The U.S. Trustee for Region 3 notified the Bankruptcy Court that a
committee of unsecured creditors has not been appointed in the
cases of the Debtors.


QUANTUM FOODS: Asian Food to Pay $1 Million Under Settlement
------------------------------------------------------------
U.S. Bankruptcy Judge Kevin J. Carey has approved a settlement
agreement of certain claims by Quantum Foods LLLC against Asian
Food Solutions Inc., Chinese Food Solutions Inc., Lincoln Yee,
Debra Huffman and Allan Lam.  The claims arise from a product
supply agreement between Quantum and Asian Food on Aug. 18, 2010.
Under the settlement agreement, Asian Food and will pay Quantum $1
million effective June 26, 2014.

                      About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to
CTI Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Daniel J.
McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr,
Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq.,
Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, serve as local counsel.
City Capital Advisors is the investment banker.  FTI Consulting,
Inc.  also serves as advisor. BMC Group is the claims and notice
agent.

The U.S. Trustee for Region 3 appointed five members to the
official committee of unsecured creditors in the case. The
Committee is seeking to retain Triton Capital Partners, Ltd. as
financial advisor; and Mark D. Collins, Esq., Russell C.
Silberglied, Esq., Michael J. Merchant, Esq., Christopher M.
Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton &
Finger, P.A. as counsel.

Raging Bull is represented in the case by Van C. Durrer II, Esq.,
at Skadden Arps Slate Meagher & Flom LLP.  Crystal Finance LLC is
represented by David S. Berman, Esq., at Riemer & Braunstein LLP.


REALOGY CORP: Inks Agreement and Plan of Merger with ZipRealty
--------------------------------------------------------------
Realogy Group LLC and ZipRealty, Inc., entered into an agreement
and plan of merger pursuant to which Realogy, through its wholly-
owned indirect subsidiary Honeycomb Acquisition, Inc., will
commence a cash tender offer to purchase all outstanding shares at
a price of $6.75 per share, net to the seller in cash without
interest and less any required withholding taxes.  Subject to the
terms and conditions of the Merger Agreement, following the
consummation of the Offer and subject to the approval of
ZipRealty's stockholders:

  (i) Honeycomb will be merged with and into ZipRealty, and
      ZipRealty will continue as the surviving corporation and a
      wholly-owned indirect subsidiary of Realogy; and

(ii) each Share outstanding immediately prior to the effective
      time of the Merger will be converted into the right to
      receive in cash an amount per Share equal to the Offer
      Price.

The Reporting Persons will need approximately $170,000,000 to
purchase all Shares validly tendered and not withdrawn in the
Offer, to pay the consideration in connection with the Merger and
to pay related fees and expenses.  Realogy will provide Honeycomb
with sufficient funds to make those payments.  The purpose of the
Offer and the Merger is to enable Realogy to acquire control of
ZipRealty by acquiring all of the outstanding Shares.

In connection with the Merger Agreement, on July 15, 2014, Realogy
and Honeycomb, entered into a tender and voting agreement with all
of ZipRealty's directors and executive officers, in their capacity
as stockholders of ZipRealty, and six other ZipRealty
stockholders.  The Tendering Stockholders beneficially owned an
aggregate of 6,973,142 Shares, including 4,493,423 Shares and
2,479,719 Shares issuable upon exercise of stock options held by
the Tendering Stockholders, as of July 15, 2014, which represented
approximately 31.9% of the outstanding Shares as of that date
(based on 21,832,783 Shares outstanding as of July 14, 2014).

As a result of the execution of the Tender and Voting Agreement,
each of Realogy and Honeycomb may be deemed to have acquired
beneficial ownership of 6,973,142 Shares.

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

                         http://is.gd/MFVpIi

                         About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Holdings Corp. and Realogy Group LLC reported net income
of $443 million in 2013, a net loss of $540 million in 2012 and
a net loss of $439 million in 2011.

As of March 31, 2014, the Company had $7.22 billion in total
assets, $5.25 billion in total liabilities and $1.97 billion in
total equity.

                           *     *     *

In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service
upgraded the corporate family rating of Realogy Group to to B2
from B3.  The upgrade to B2 CFR is driven by expectations for
ongoing strong financial performance, supported by Realogy's
recently-concluded debt and equity financing activities and a
continuing recovery in the US existing home sale market.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


ROTHSTEIN ROSENFELDT: $50 Million Forfeiture Deal Reached
---------------------------------------------------------
The Associated Press reported that under the forfeiture deal
reached in the case of the convicted Ponzi schemer Scott
Rothstein, federal prosecutors agreed with a bankruptcy trustee on
how to divide nearly $50 million forfeiture proceeds from
Rothstein.  According to the report, Miami U.S. Attorney Wifredo
Ferrer says about $28 million will go to qualified victims of the
scam and $21 million to claimants in the bankruptcy of Rothstein's
now-defunct Fort Lauderdale law firm.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.

RRA won approval of an amended liquidating Chapter 11 plan
pursuant to the Court's July 17, 2013 confirmation order.  The
revised plan, filed in May, is centered around a $72.4 million
settlement payment from TD Bank NA.


SCRUB ISLAND: New Plan Designed to Cram Down FirstBank
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Scrub Island Resort, Spa & Marina in the British
Virgin Islands filed a modified reorganization plan funded with a
$12.5 million, 12 percent, three-year loan provided by a Los
Angeles investor named Brian Dror in exchange for his ownership of
all of the new equity.  According to the report, revised plan was
filed when mediation in April and June ended in impasse.

The report said the revised plan gives FirstBank Puerto Rico two
options: (1) the bank's secured claim will be fixed at $37.5
million and be paid down by $7.5 million when the plan is
implemented, with the remainder of the bank's reduced claim to be
paid over five years; and (2) the bankruptcy judge will value the
collateral, giving the bank a secured claim for that amount.

                         About Scrub Island

Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, and its affiliate, Scrub Island
Construction Limited, sought bankruptcy protection (Bankr. M.D.
Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013, to end a
receivership Scrub Island claims was secretly put in place by its
lender.  The bankruptcy case is assigned to Judge Michael G.
Williamson.

The 230-acre resort operates as a Marriott Autograph Collection
property.  It has 52 rooms and suites, a spa and a 55-slip marina.

Scrub Island Development Group scheduled $125,569,235 in total
assets and $130,695,731 in total liabilities.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Official Committee of Unsecured Creditors appointed in Scrub
Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice,
Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A.,
as general counsel.


SOCAL INVESTMENTS: Case Summary & Unsecured Creditor
----------------------------------------------------
Debtor: Socal Investments - Annex II LLC
        1007 South Central Avenue, Suite 200
        Glendale, CA 91204

Case No.: 14-24036

Chapter 11 Petition Date: July 23, 2014

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

Judge: Hon. Barry Russell

Debtor's Counsel: Raymond H Aver, Esq.
                  LAW OFFICES OF RAYMOND H AVER APC
                  1950 Sawtelle Blvd Ste 120
                  Los Angeles, CA 90025
                  Tel: 310-473-3511
                  Fax: 310-473-3512
                  Email: ray@averlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Edwin Moossalan, manager.

The Debtor listed Sergik Tergalstanian as its largest unsecured
creditor holding a claim of $30,000.

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

               http://bankrupt.com/misc/cacb14-24036.pdf


SSNN-2210 MIDWEST: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: SSNN-2210 Midwest Road, LLC
        PO Box 3124
        Oak Brook, IL 60523-3124

Case No.: 14-27048

Chapter 11 Petition Date: July 23, 2014

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

Judge: Hon. Pamela S. Hollis

Debtor's Counsel: Gregory K. Stern, Esq.
                  GREGORY K. STERN, P.C.
                  53 West Jackson Blvd., Suite 1442
                  Chicago, IL 60604
                  Tel: 312 427-1558
                  Fax: 312 427-1289
                  Email: gstern1@flash.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Sunil Srivastava, managing member.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb14-27048.pdf


ST. PAUL DELIVERANCE: Case Summary & 6 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: St. Paul Deliverance Christian Center
        736 Sheppard Avenue
        Norfolk, VA 23518-2551

Case No.: 14-72648

Chapter 11 Petition Date: July 23, 2014

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

Debtor's Counsel: Karen M. Crowley, Esq.
                  CROWLEY, LIBERATORE, RYAN & BROGAN, P.C.
                  Town Point Center, Suite 300
                  150 Boush Street
                  Norfolk, VA 23510
                  Tel: 757-333-4500
                  Fax: 757-333-4501
                  Email: kcrowley@clrbfirm.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Eddie Dunlap, trustee.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/vaeb14-72648.pdf


SUN BANCORP: Stockholders Elected 11 Directors
----------------------------------------------
Sun Bancorp, Inc., reported that its 2014 annual meeting of
shareholders was held Thursday July 17, 2014.  The following
individuals were elected as directors of the Company at the Annual
Meeting: Wilbur L. Ross, Jr., Sidney R. Brown, Peter Galetto, Jr.,
Jeffrey S. Brown, Eli Kramer, Thomas M. O'Brien, Anthony R.
Coscia, William J. Marino, Philip A. Norcross, Keith Stock and
Frank Clay Creasey, Jr.

In addition, shareholders ratified the appointment of Deloitte &
Touche LLP as the Company's independent registered public
accounting firm for the fiscal year ending Dec. 31, 2014.
Shareholders also approved the Sun Bancorp, Inc. 2014 Performance
Equity Plan and the non-binding advisory proposal regarding the
compensation paid to the Company's Named Executive Officers, as
disclosed in the proxy statement related to the Annual Meeting.

Steven A. Kass, who was previously nominated for election at the
Annual Meeting, resigned from the Board of Directors effective on
June 30, 2014, as a result of the acquisition of his accounting
firm, Rothstein-Kass, by KPMG LLP.  Because Steven A. Kass will be
unable to serve as a director, the Board of Directors designated
Thomas M. O'Brien, the Company's newly appointed president and
chief executive officer and director, as its substitute director
nominee.  Accordingly, shares represented by all valid proxies
voted in favor of Steven A. Kass were voted in favor of the
election of Thomas M. O'Brien.

                          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 BANCORP: No Longer Employs Messrs. Fouss and Allison
--------------------------------------------------------
Bradley J. Fouss, executive vice president & director of wholesale
banking, and Jack R. Allison IV, executive vice president & chief
operations officer, are no longer employed by Sun Bancorp, Inc.,
effective July 18, 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.


TARLIN INVESTMENTS: Case Summary & Unsecured Creditor
-----------------------------------------------------
Debtor: Tarlin Investments, LLC
        1007 South Central Avenue, Suite 200
        Glendale, CA 91204

Case No.: 14-24045

Chapter 11 Petition Date: July 23, 2014

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

Judge: Hon. Richard M Neiter

Debtor's Counsel: Raymond H Aver, Esq.
                  LAW OFFICES OF RAYMOND H AVER APC
                  1950 Sawtelle Blvd Ste 120
                  Los Angeles, CA 90025
                  Tel: 310-473-3511
                  Fax: 310-473-3512
                  Email: ray@averlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Edwin Moossalan, manager.

The Debtor listed Sergik Tergalstanian as its largest unsecured
creditor holding a trade debt of $30,000.

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

            http://bankrupt.com/misc/cacb14-24045.pdf


TRAVELPORT HOLDINGS: Obtains $312MM From Sale of Common Shares
--------------------------------------------------------------
Pursuant to the underwriting agreement, dated July 17, 2014, by
and among Orbitz Worldwide, Inc. ("Selling Stockholder"), a
subsidiary of Travelport Limited and Credit Suisse Securities
(USA) LLC (the "Underwriter"), Orbitz completed the sale of 34
million shares of common stock of Orbitz Worldwide and an
additional 5 million shares of common stock of Orbitz Worldwide
pursuant to the Underwriter's option to purchase additional
shares.  The price paid to the Selling Stockholder for the shares
was $8.00 per Firm Share and $8.04 per Optional Share.

Travelport received approximately $312,200,000 in net proceeds
from the sale after underwriting fees and expenses.  Orbitz
Worldwide did not receive any proceeds from the offering.  With
the net proceeds, Travelport intends to repay term loans
outstanding under its existing first lien Sixth Amended and
Restated Credit Agreement, dated as of June 26, 2013.

                     About Travelport Holdings

Headquartered in Atlanta, Georgia, Travelport provides transaction
processing services to the travel industry through its global
distribution system business, which includes the group's airline
information technology solutions business.  During FYE2011, the
group reported revenues and adjusted EBITDA of US$2 billion and
US$507 million, respectively.

Travelport Limited incurred a net loss attributable to the Company
of $192 million in 2013, as compared with a net loss attributable
to the Company of $236 million in 2012.  As of March 31, 2014, the
Company had $3.18 billion in total assets, $4.39 billion in total
liabilities and a $1.20 billion total deficit.

                           *     *     *

As reported by the TCR on March 7, 2014, Standard and Poor's
Rating Services said that it lowered to 'SD' (selective default)
from 'CCC+' its long-term corporate credit ratings on U.S.-based
travel services provider Travelport Holdings Ltd. and its indirect
primary operating subsidiary Travelport LLC (together,
Travelport).  The downgrades follow the completion of Travelport's
debt-to-equity swap of its senior subordinated notes due 2016.


UNIVERSITY GENERAL: Reports Results for First Half of 2014
----------------------------------------------------------
University General Health System, Inc., reported occupancies,
patient days and surgical volumes for the six months ended
June 30, 2014, at its flagship Houston hospital and its Dallas
hospital, which was acquired in December 2012.  UGH-Houston
recorded an increase in average daily census of 9%, reflecting an
average of 41 patients per day versus 38 for the same period in
2013, while adjusted patient days (taking into account outpatient
volumes) increased by 15%, from 10,515 during the first half of
2013 to 12,121 in the first six months of 2014, and surgical
volumes were flat at 4,342 procedures versus 4,346 in the 2013
period.

UGH-Dallas also reported significant growth in ADC, which
increased from 18.6 in the first half of 2013 to 21.6 in the first
half of 2014, an improvement of 16%. Adjusted patient days in
Dallas increased 47%, from 6,473 to 9,537, and surgical volumes
rose from 865 to 1,833, for an increase of 112%.

"We are very pleased with the organic growth in Houston, despite
the maturity of our hospital in that market," stated Hassan
Chahadeh, MD, Chairman and chief executive officer of University
General Health System, Inc.  "UGH-Houston benefited from the
recent execution of agreements with Humana and United, and we
expect such benefits to continue for the balance of the year.  In
addition, we are pleased with the continued development of our
outpatient network and inpatient growth at our Dallas hospital.
However, we remain diligent in pursuing further cost reductions
and operating efficiencies at UGH-Dallas."

"The Company previously announced the implementation of cost
containment measures that resulted in a reduction of $1,000,000 in
monthly expenses at the flagship Houston hospital during the first
half of 2014.  The Company continues to pursue multiple paths for
cost reductions throughout the system as part of an overall plan
to improve its performance in 2014 when compared with 2013.
Primarily reflecting higher systemwide volumes, we expect 2014
EBITDA to show improvement in Houston, while we have taken steps
to suspend certain unprofitable activities and eliminate non-core
assets throughout our health care network," continued Chahadeh.

"We are working diligently to complete our quarterly reports (both
the first and second quarters) in a timely manner, while focusing
on cash management as well as cost containment," stated Kris
Trent, the Company's chief financial officer.

                     About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

University General reported a net loss attributable to common
shareholders of $35.70 million on $163.98 million of total
revenues for the year ended Dec. 31, 2013, as compared with a net
loss attributable to common shareholders of $3.97 million on
$113.22 million of total revenues for the year ended Dec. 31,
2012.

As of Dec. 31, 2013, the Company had $183.26 million in total
assets, $186.91 million in total liabilities, $2.97 million in
series C convertible preferred stock, and a $6.61 million total
deficit.

Moss, Krusick & Associates, LLC, in Winter Park, Florida, 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 negative working capital and
relative low levels of cash and cash equivalents.  These
conditions raise substantial doubt about its ability to continue
as a going concern, the auditors said.


TRANS ENERGY: Amends Report on CFO's Resignation
------------------------------------------------
Trans Energy, Inc., filed with the U.S. Securities and Exchange
Commission an amended Form 8-K to correct its report filed on
July 21, 2014.

The Original Filing stated that on June 30, 2014, John S. Tumis
resigned from his positions as chief executive officer and
treasurer of the Company.  This sentence should state that on
June 30, 2014, John S. Tumis resigned from his positions as chief
financial officer and treasurer of the Company.

                        About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

Trans Energy reported a net loss of $17.7 million in 2013
following a net loss of $21.2 million in 2012.  The Company's
balance sheet at March 31, 2014, showed $94.21 million in total
assets, $103.56 million in total liabilities and a $9.34 million
total stockholders' deficit.


TRANS ENERGY: Chief Executive Officer Resigns
---------------------------------------------
John S. Tumis resigned from his positions as chief executive
officer and treasurer of Trans Energy, Inc., on June 30, 2014.
Mr. Tumis joined Trans Energy in April 2011 as chief financial
officer, and was made treasurer on April 26, 2012.

Mr. Tumis's resignation was for personal reasons and was effective
immediately.  At the time of his resignation, there were no
disagreements between Mr. Tumis and Trans Energy on any matter
relating to its operations, policies or practices.  Trans Energy
is presently evaluating its options with respect to the hiring of
a chief financial officer.

                        About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

Trans Energy reported a net loss of $17.7 million in 2013
following a net loss of $21.2 million in 2012.

The Company's balance sheet at March 31, 2014, showed $94.21
million in total assets, $103.56 million in total liabilities and
a $9.34 million total stockholders' deficit.


VERTIS INC: Seeks Dismissal Since No Chapter 11 Plan Possible
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vertis Inc., which sold most of its assets to
Quad/Graphics Inc., wants the bankruptcy dismissed because it
doesn't have sufficient funds to confirm a Chapter 11 plan.
According to the Bloomberg report, Vertis said in court papers
that dismissal is appropriate because the company has no existing
operations, no money to finance a plan of liquidation and no
assets to pay any claims other than those of the pre-bankruptcy
secured lenders.

Vertis also asked the Court to approve a settlement with Quad
under which Vertis would pay $300,000 to Quad to satisfy remaining
obligations under the sale contract, and permission to continue
the pending litigation with Riverside Acquisition Group LLC
notwithstanding dismissal of the Chapter 11 case, Mr. Rochelle
said.

Riverside Acquisition and B.E.S.T. Packing Services object to
Vertis' motion for approval of the settlement agreement with Quad,
complaining that no potential objector will have an opportunity to
review its terms and object to it prior to the objection deadline
set by the Debtors because the settlement was not filed prior to
the objection deadline, BankruptcyData reported.  Riverside also
contends that judicial economy argues in favor of dismissing the
adversary proceeding against it as it is not economical to have
two separate trials in two separate courts, especially when the
adversary proceeding is not ready for trial and there is no trial
date set, BData further reported.

Law360 reported that the U.S. Trustee's Office also blasted
Vertis's bid to approve a settlement with Quad, saying the motion
violates the Bankruptcy Code as Vertis evades quarterly fees due
to the U.S trustee.

                      About Vertis Holdings

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No. 08-
11460) on July 15, 2008, to complete a merger with American Color
Graphics.  ACG also commenced separate bankruptcy proceedings.  In
August 2008, Vertis emerged from bankruptcy, completing the
merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-
16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on Dec.
16, 2010, and Vertis consummated the plan on Dec. 21.  The plan
reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

On Jan. 16, 2013, Quad/Graphics completed the acquisition of
Vertis Holdings for a net purchase price of $170 million.  This
assumes the purchase price of $267 million less the payment of $97
million for current assets that are in excess of normalized
working capital requirements.


VISANT CORP: Bonds Trade Up as It Refocuses Sales Efforts
---------------------------------------------------------
Jonathan Schwarzberg, writing for The Deal, reported that bond
traders are betting that private equity-backed Visant Corp. will
be able to effect a turnaround and pay down its debt when the
company's 10% bonds due in October 2017 have traded up to levels
not seen since subsidiary Jostens lost its $486 million deal to
buy rival class ring manufacturer American Achievement Corp.,
after the Federal Trade Commission sued on antitrust grounds.

According to The Deal, citing JPMorgan Chase & Co., the bonds were
the fifth-most traded high-yield issue on July 22 with volume of
about $53.7 million.  The notes briefly touched 98 on the same day
before ending the day around 97, The Deal said, citing Finra's
Trace.

Kevin Cassidy, senior credit officer at Moody's Investors Service
Inc., told The Deal he anticipates Visant will use proceeds from a
pair of deals the company entered into the past weeks -- sale of
its Lehigh Direct marketing business for $22 million and
combination of its Arcade Marketing business with Bioplan in a
strategic venture -- to lower its debt load.  Mr. Cassidy further
said that after that, he believes the company will look at
refinancing as a $175 million revolver matures in December 2015,
and a $1.25 billion term loan is due in December 2016, The Deal
related.

The Visant Corporation, headquartered in Armonk, New York, is a
leading marketing and publishing services enterprise, services
school affinity, direct marketing, fragrance and cosmetics
sampling and educational publishing markets. The company has 3
segments: Scholastic (mostly class rings and other graduation
products), Memory Book (mostly school yearbooks) and Marketing and
Publishing Services (mostly magazine inserts and other innovative
direct marketing products). The company reported revenue of
approximately $1.2 billion for the last twelve months ended
September 29, 2012.

                     *     *     *

The Troubled Company Reporter, on Dec. 7, 2012, reported that
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of Visant Corporation to B3 from
B2. In addition, Moody's downgraded the $165 million revolving
credit facility and $1,250 million senior secured term loan to B1
(LGD 2, 29%) from Ba3 (LGD 3, 31%). In addition, Moody's
downgraded the $750 million senior unsecured notes to Caa2 (LGD 5,
83%) from Caa1 (LGD 5, 85%). The rating outlook is stable.

The downgrade of Visant's Corporate Family Rating reflects greater
than expected declines in EBITDA and cash flow, which has resulted
in very high leverage, the TCR said, citing Moody's.  Moody's
expects further declines in 2013 which will limit any credit
metric improvement.


WALLACE & GALE: Md. Appeals Court Flips Ruling in "Carter" Suit
---------------------------------------------------------------
The Court of Appeals of Maryland issued an opinion dated July 21,
2014, reversing the judgment of a lower court in a case involving
asbestos plaintiffs who filed an appeal asking the Court to decide
whether apportionment of damages is appropriate in the wrongful
death and asbestos litigation context, and whether the "use
plaintiffs" are precluded from recovering damages by not formally
joining in the proceedings.

The case is an appeal from judgments in favor of plaintiffs and
use plaintiffs in four asbestos cases that were consolidated for
trial in Baltimore City.  All of the plaintiffs were separately
awarded damages for their wrongful death claims against Wallace &
Gale Asbestos Settlement Trust.  The four decedents who are the
subject of these consolidated cases all worked for various
companies (most frequently at Bethlehem Steel and American
Smelting and Refining Company) where Wallace & Gale, Co., which
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code on November 16, 1985.

The Court of Appeals, by way of Judge Clayton Greene, Jr., held
that the intermediate appellate court erred when it held that the
trial court erroneously refused to allow expert testimony and jury
instructions on apportionment of damages, and when it held that
the failure of the use plaintiffs to formally join in the action
before the statute of limitations had run precluded them from
recovering damages.

The case is SONIA CARTER, et al. v. THE WALLACE & GALE ASBESTOS
SETTLEMENT TRUST, NO. 84, SEPTEMBER TERM, 2013 (Md.).  A full-text
copy of Judge Greene's Opinion is available at http://is.gd/9UQhqL
from Leagle.com.

Established in 1881, Wallace & Gale, Incorporated was a Baltimore-
based insulation and roofing contractor that installed asbestos-
containing products for various companies, including Bethlehem
Steel and American Smelting & Refining Company.  On Nov. 16, 1985,
W&G filed a voluntary Chapter 11 bankruptcy petition.  On April
17, 2001, the United States Bankruptcy Court for the District of
Maryland entered an order confirming the Fourth Amended Joint Plan
of Reorganization, creating the Wallace & Gale Settlement Trust,
an entity that assumed W&G's liabilities resulting from asbestos
claims.

On Nov. 2, 2010, the United States Bankruptcy Court for the
District of Maryland approved the "Second Amended and Restated
Asbestos BI Claims Resolutions Procedures."  Section 5.4(b) of the
Procedures provided for the tolling of the statute of limitations
applicable to claims against the Trust.  Pursuant to Section
5.4(b), claims accruing after the petition date, Nov. 16, 1985,
and prior to the implementation date, Aug. 26, 2009, were required
to be brought against the Trust before: (1) the expiration of the
90-day period immediately following the date that the Claims
Materials were made publicly available to claimants, Sept. 28,
2010, or (2) the expiration of the statute of limitations
applicable to the claim, whichever was later.


WAYNE COUNTY, MI: Fitch Affirms BB- Rating on $190.0MM LTGO Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed and removed from Negative Rating Watch
ratings for the following Wayne County, Michigan bonds:

   -- $190.9 million limited tax general obligation (LTGO) bonds
      issued by Wayne County at 'BB-';

   -- $54.9 million building authority (stadium) refunding bonds,
      series 2012 (Wayne County LTGO) issued by Detroit/Wayne
      County Stadium Authority at 'BB-';

   -- $207.2 million building authority bonds issued by Wayne
      County Building Authority at 'BB-';

   -- Wayne County unlimited tax general obligation (ULTGO)
      (implied) at 'BB'.

The Rating Outlook is Negative.

SECURITY

LTGO bonds issued by the county carry the county's general
obligation ad valorem tax pledge, subject to applicable charter,
statutory and constitutional limitations.

Stadium authority and building authority bonds are secured by
lease payments from the county to the respective authority.  The
obligation to make the rental payments is not subject to
appropriation, set off or abatement for any cause, and carries the
county's LTGO pledge.

Key Rating Drivers

EXPECTATION OF PROGRESS: The 'BB/BB-' ratings reflect Fitch's
expectation that the county's reported progress toward fiscal
balance will materialize in the current fiscal year, indicating a
possible change in momentum, although significant challenges
remain.

OUTLOOK REFLECTS EXECUTION RISK: The Negative Outlook reflects the
county's lack of independent control in eliminating the
accumulated deficit and restoring structural balance.  Successful
implementation of the majority of the deficit elimination plan
(DEP) requires labor and other stakeholder approval.

TANS, TRANSFERS BOLSTER LIQUIDITY: The removal from Negative Watch
reflects improved liquidity due to increased transfers from the
delinquent tax revolving fund (DTRF) as well as the county's
recent tax anticipation note (TAN) borrowing.  The general fund
remains reliant on both internal and external borrowing for cash-
flow with the next note sale budgeted for December 2014.

EXTREMELY WEAK FINANCIAL POSITION: The speculative-grade ratings
stem from the county's very large accumulated general fund
deficit.  The lack of revenue flexibility combined with a high
degree of mandated service costs makes elimination of the
accumulated deficit unlikely without use of one-time sources.

STRESSED ECONOMY SLOW TO RECOVER: The weak local area economy is
reflected in elevated unemployment rates, population loss, and
below-average income levels.  The tax base has been suffering
significant declines since the last recession but the rate of
decline has recently slowed.

LEASES CARRY GO PLEDGE: The parity ratings on stadium authority
and building authority bonds reflect the fact that county lease
rental payments are not subject to abatement or appropriation and
carry the county's limited tax general obligation (GO) pledge.

RATING SENSITIVITIES

FAILURE TO REDUCE DEFICIT: Lack of significant progress toward
accumulated deficit reduction, evidenced by improvement in its
liquidity position and unrestricted general fund deficit, would
place negative pressure on the rating.

DEMONSTRATED FINANCIAL IMPROVEMENT: The rating could stabilize at
the 'BB/BB-' level if the county's audited financial statements
show material improvement, as projected, from its currently weak
position and if continued progress toward deficit elimination
appears likely.

CREDIT PROFILE

TANS, TRANSFERS BOLSTER LIQUIDITY

The county relies upon a pooled cash model, supplemented by
external cash flow borrowing to meet its day-to-day needs.  The
issuance of $75 million in TANs, along with larger than typical
transfers from the DTRF, has restored general fund liquidity,
although longer term concerns remain.

The DTRF transferred $82 million of cash to the general fund for
deficit reduction in fiscal 2014, as was called for in the
county's DEP.  An additional $68 million was also transferred,
including $24 million for deficit reduction.  Cash-flow
projections show the county is successfully managing its phased
withdrawal of mental health fund cash from its pooled cash, with a
$16.4 million withdrawal projected in October 2014.  The transfer
of the fund from the county to an independent authority took place
on Oct. 1, 2013.

LARGE FUND-DEFICIT POSITIONS

The county's efforts to reduce its sizeable deficit fund balance
positions are hindered by persistent economic pressure and a
limited revenue environment.  The general fund recorded a $10.3
million net operating deficit (after transfers) in fiscal 2013.
The large $159.5 million unrestricted general fund deficit
(representing a very high -26.8% of general fund spending) in
fiscal 2013 is primarily the cumulative result of steep revenue
declines and overspending primarily for mandated services.

The county's recently approved DEP relies on an $82 million
transfer from the DTRF and $120 million in proceeds from sale of a
sewer asset to eliminate the accumulated general fund deficit.
The county completed the $82 million DTRF transfer, but Fitch
believes the sewer asset sale is unlikely within the 14-month
remaining timeframe of the DEP.  The additional, unplanned
transfer of $24 million from the DTRF should bring the
unrestricted general fund deficit to approximately $68 million at
the end of fiscal 2014, assuming the county records an $18 million
net operating deficit, as projected.  While still very weak, this
would represent a major step forward, more than halving the
accumulated general fund deficit.

The county expects to apply $32 million of DTRF balance for
deficit reduction in fiscal 2015, which would bring the
unrestricted general fund deficit to $67.4 million, assuming the
operating deficit is $21 million, as per the DEP.

The DEP identifies several recurring expenditure savings to
eliminate the fiscal 2015 $21 million structural imbalance.  The
county reports that items representing $11.5 million of annual
savings have been achieved.  Another $14.5 million of savings is
subject to labor cooperation, although this would be netted
against the lifting of a $4 million existing imposed wage
concession.  Fitch will continue to monitor the county's efforts
toward deficit elimination, as measured by the unrestricted
general fund balance/deficit.

CONSTRAINED REVENUE-RAISING ABILITY

The county's inflexible revenue structure exacerbates the budget
effects of its considerable expenditure pressures.  Assessed
valuation declines caused annual general fund property tax
revenues to decline sharply from $383.5 million in fiscal 2008 to
$271 million in fiscal 2013.  Further declines are projected; the
county anticipates general fund property taxes of $266 million in
fiscal 2014, resulting in a cumulative 31% decline over the last
six years.

The county is levying at its maximum millage as limited by the
Headlee Amendment, and taxable values continue to drop.  Statutory
restrictions on growth in the levy and in assessments will
constrain future revenue growth, severely limiting the ability of
the county to benefit should housing values recover.

Other revenue-raising options are limited, as most significant
revenue-raising efforts require voter or state support.  The
county is subject to a requirement that a supermajority of the
county commission approve any ballot proposal to increase taxes;
additionally, such a proposal would require a 60% approval of the
voters.

EXPENDITURE CONTROLS INSUFFICIENT TO RESTORE BALANCE

County officials have taken substantive steps to curtail overall
spending but measures have not been sufficient to restore balance
thus far.  Major initiatives include negotiating, or imposing
where able, 10% compensation decreases for most employees and
implementing health care plan design changes for current employees
and retirees, reducing overall health care expenditures.  The
county faces a variety of legal actions stemming from its cost-
cutting measures, introducing vulnerability to the substantial
cost savings generated thus far.

The county's expenditure framework, like revenues, suffers in part
from a lack of independent control.  The county is responsible for
funding certain departments with separately elected leadership.
Favorably, the county reached an agreement with one such
department, the circuit court.  The county now has greater control
over court spending, which totaled approximately 7% of fiscal 2012
governmental fund expenditures.

ECONOMY SHOWS PERSISTENT STRESS

The Detroit area economy remains pressured after severe weakening
during the recent recession.  Socioeconomic indices for county
residents are below average overall, as the effect of impoverished
city residents outweighs that of the relatively wealthier suburban
residents.  Median household income was 84% of the state and 79%
of the nation.  The poverty rate of 22.7% is well above the state
and national averages of 15.7% and 14.3%, respectively.  Market
value per capita is also well below average at $48,000, reflecting
the weakened housing market.

The economy remains heavily dependent on the auto industry,
despite having lost thousands of manufacturing jobs over the past
decade.  Several auto manufacturers have announced plans to add
jobs within the county, although auto-related employment is not
expected to recover to pre-recession levels.  The county takes an
aggressive stance with economic development and reports success in
drawing in new high-tech and engineering jobs, particularly in the
'Aerotropolis,' which surrounds the airport.

The county unemployment rate remained above the state and U.S.
levels throughout the recession, but is showing signs of
improvement.  The seasonally unadjusted May 2014 rate of 9.0% is
lower than the 10.1% recorded a year prior and well below the peak
of 17.9% recorded in July 2009.  Total employment and the labor
force have both contracted severely over the last decade although
recent trends point toward stabilization.

ABOVE-AVERAGE DEBT BURDEN

The high debt burden of 8.2% of market value is largely
attributable to considerable borrowing by overlapping governments,
but nevertheless presents a practical limitation on future debt
issuance flexibility.  This figure does not include any reductions
in bonded debt due to the Detroit bankruptcy.  The county's net
direct debt is a modest 0.5% of market value.  Future new money
borrowing plans are uncertain, as plans for the jail construction
are not yet settled.

The county recently halted the jail project, for which it borrowed
$200 million in 2010, when cost projections rose from $300 million
to $390 million.  Management is evaluating its options for the
site.  The county continues to study the alternative of moving
jail operations to a vacant state facility which would require
significant renovations.  Fitch will monitor developments and
evaluate the potential impact on operating and capital costs.

RISING LEGACY COSTS

The county maintains two single-employer pension plans, the
smaller of which is currently fully funded from state
contributions.  The larger plan reported a low 45.9% funding ratio
at the end of fiscal 2012 using the county's 7.75% return
assumption, or an estimated weak 42.4% funding ratio when adjusted
by Fitch to reflect a 7% discount rate.  The $1.6 billion unfunded
actuarial accrued liability (2012) was a moderate 1.8% of market
value.

The pension actuarial required contribution (ARC) has more than
tripled in recent years, from $18.4 million in 2008 to $51.7
million in fiscal 2012.  The county contributed less than the ARC
only in fiscals 2011 and 2012, relying upon transfers from the
pension fund's inflation equity reserve to make up the difference.
This strategy resulted in technical meeting of the ARC, but not an
overall increase in pension assets.  Litigation that may require
the county to repay these amounts is pending at the state Supreme
Court level.

The county currently funds its other post-employment benefits
(OPEB) on a pay-as-you-go basis.  The unfunded actuarially accrued
liability is large at $1.5 billion or 0.9% of market value.

Carrying costs for debt service, pension ARC and OPEB pay-go are
currently moderate at 10.8% of governmental spending; however,
Fitch expects carrying costs to rise in the near term, given the
trajectory of the pension ARC.


WEB2B PAYMENT: Rent-A-Center Loses District Court Appeal
--------------------------------------------------------
Minnesota District Judge David S. Doty affirmed a final judgment
by the bankruptcy court against Rent-A-Center East, Inc., in its
lawsuit filed against Brian F. Leonard, Chapter 7 Trustee for
WEB2B Payment Solutions, Inc.

The adversary proceeding arises out of an arrangement between RAC
and Web2B relating to check-cashing services.  RAC, a business
primarily engaged in renting furniture and appliances, established
a financial services division in 2007.  The division offered
check-cashing and payday loan services.  On March 19, 2007, RAC
entered into a client agreement with Web2B, pursuant to which
Web2B processed checks received from clients.  In furtherance of
its obligations under the Agreement and similar contracts with
other clients, Web2B agreed to establish an account at non-party
North American Banking Company (NABC), through which it would
"accept electronic credit and debit entries for" RAC.

Following Web2B's bankruptcy, NABC turned over approximately
$933,000, held by NABC in various Web2B accounts, to the Chapter 7
trustee.  RAC demanded that the trustee transfer $801,378.76 of
such funds, which it claimed were proceeds traceable to it, to
RAC.  The trustee declined.

On February 24, 2012, RAC filed an adversary proceeding against
the trustee, seeking (1) a declaratory judgment that the contested
funds were RAC property and that the trustee was obligated to turn
them over to RAC and (2) a determination that an express or
resulting trust exists or, in the alternative, (3) a determination
that the imposition of a constructive trust on the contested funds
is warranted.  RAC and the trustee each moved for summary
judgment. The bankruptcy court granted the trustee's motion for
summary judgment and entered final judgment.  RAC appeals.

According to District Judge Doty, RAC had no equitable interest in
the contested funds under 11 U.S.C. Sec. 541(d), and the
bankruptcy court correctly determined that those funds are part of
the bankruptcy estate.

The case is, Rent-A-Center East, Inc., Appellant, v. Brian F.
Leonard, Trustee, Appellee, CIVIL NO. 13-2496 (D. Minn.).  A copy
of the District Court's July 18, 2014 Order is available at
http://is.gd/NC9kkVfrom Leagle.com.

WEB2B Payment Solutions, Inc., sought Chapter 11 protection
(Banrk. D. Minn. Case No. 11-42325) on April 4, 2011.  Kenneth
Corey-Edstrom, Esq., at Larkin Hoffman Daly & Lingren LTD serves
as counsel to the Debtor. The Debtor estimated assets and debts of
$1,000,001 to $10,000,000.  A copy of the petition is available at
http://bankrupt.com/misc/mnb11-42325.pdf

On April 20, 2011, the case was converted to Chapter 7. Id.  Brian
F. Leonard was appointed as the Chapter 11 trustee.


WESTMORELAND COAL: Jeffrey Gendell Reports 7.4% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Jeffrey L. Gendell and his affiliates
disclosed that as of July 16, 2014, they beneficially owned
1,250,946 shares of common stock of Westmoreland Coal Company
representing 7.4 percent of the shares outstanding.  The reporting
persons previously owned 1,329,758 shares at June 18, 2014.  A
full-text copy of the regulatory filing is available for free at:

                        http://is.gd/oTF1hG

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss applicable to common
shareholders of $6.05 million in 2013, a net loss
applicable to common shareholders of $8.58 million in 2012 and a
net loss applicable to common shareholders of $34.46 million in
2011.  As of Dec. 31, 2013, the Company had $946.68 million in
total assets, $1.13 billion in total liabilities and a $187.87
million total deficit.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


WOLF PRODUCTS: SBA Wants Bids Allowed on Individual Parcel
----------------------------------------------------------
The Small Business Administration objected to Wolf Mountain
Products, L.L.C.'s motion for approval of bidding procedures to
govern the sale of certain of its real and personal property.

According to SBA, the proposed bidding procedures require
competing bidders to bid on the whole package of assets and do not
allow competing bidders to bid on individual assets.  The asset
package includes two separate parcels of real property that are
hundreds of miles apart and other assets that are not necessarily
related to the real properties.  SBA has a lien on only one of the
real estate parcels, which lien is partially unsecured, and it
would be in SBA's best interests to allow competing bids on the
individual parcel.  Requiring bids on the whole package of assets
may chill the bidding.

On July 3, 2014, the Debtor requested for authorization to sell
its assets in an auction led by Hyponex Corporation, or its
assigns.  The Debtor proposed to sell the purchased assets to
Hyponex for a gross purchase price of $3,000,000, plus additional
amounts, up to a maximum of $420,000, that Hyponex may pay for the
identified inventory (under the APA, Hyponex is obligated to
purchase up to 70,000 cubic yards of the raw materials inventory
from the Debtor at the price of $6 per yard, provided the
identified inventory meets Hyponex's required specifications),
payable in cash upon closing, subject to the holdback amount.

The assets to be sold are:

   A. the Debtor's and the estate's entire interest in the Lindon
Property, consisting of 6.25 acres of "light commercial" ground
just west of I-15 in Lindon, Utah, and the buildings, fixtures,
and appurtenances thereon;

   B. the Debtor's and the estate's entire interest in the
Panguitch Property, consisting of 153.48 acres of land in
Panguitch, Utah, and the buildings, fixtures, and appurtenances
thereon, including, but not limited to, all buried wood and bark
fines located within the Panguitch Property;

   C. the Debtor's and the estate's entire interest in certain
permits related to the Lindon Property and the Panguitch Property,
to the extent such permits are transferable;

   D. the Debtor's and the estate's entire interest in the
Identified Inventory, consisting of no more than 70,000 cubic
yards of harvested buried wood and bark fines that (i) have been
extracted from the Panguitch Property, (ii) have been processed by
the Debtor, (iii) are being stored by the Debtor above ground at
the Lindon Property or the Panguitch Property, and (iv) fully
comply with Hyponex's specifications;

   E. the Debtor's and the estate's entire interest in all water
rights or water shares appurtenant to or associated with the
Lindon Property and the Panguitch Property;

   F. the Debtor's and the estate's entire interest in the
equipment, consisting of a Colorbiotics Colorizer 2nd Harvester
and a Power Screen conveyer; and

   G. the Debtor's and the estate's entire interest in the
following intellectual property:

         i) the registered trademark "Designer Soils," registered
with the United States Patent & Trademark Office and bearing
Registration No. 3,800,124 (registration date of June 8, 2010),
and

       ii) the internet domain name "DESIGNERSOILS.COM" registered
on Dec. 10, 2007, with a current expiration date of Dec. 10, 2014.

The Debtors scheduled an Aug. 5 auction for the assets, at the law
offices of Anna W. Drake, P.C., 175 South Main Street, Suite 300,
Salt Lake City, Utah.  Competing bids are due Aug. 1.

The Court will consider the sale of the assets to Hyponex or the
winning bidder at a hearing on Aug. 7 at 10:00 a.m.

If Hyponex is not the final purchaser of the purchased assets at
and the purchased assets are sold to a third party as part of a
competitive transaction, Hyponex will be entitled to a breakup fee
in the amount of $100,000.

The Debtor is represented by:

         Anna W. Drake, Esq.
         ANNA W. DRAKE, P.C.
         175 South Main Street, Suite 300
         Salt Lake City, UT 84111
         Tel: (801) 328-9792
         Fax: (801) 413-1620
         E-mail: annadrake@att.net

SBA is represented by:

         David B. Barlow, U.S. Attorney
         John S. Gygi, Special Assistant U.S. Attorney
         Attorneys for the U.S.A
         125 South State St., Room 2227
         Salt Lake City, UT 84138
         Tel: (801) 524-3205
         E-mail: john.gygi@sba.gov

Hyponex is represented by:

         J.R. Smith, Esq.
         HUNTON & WILLIAMS LLP
         951 East Byrd Street
         Richmond, VA 23219
         Tel: (804) 788-8761
         Fax: (804) 343-4706
         E-mail: jrsmith@hunton.com

               About Wolf Mountain Products, L.L.C.

Wolf Mountain Products, L.L.C., filed a Chapter 11 petition
(Bankr. D. Utah Case No. 13-33869) in Salt Lake City on Dec. 12,
2013.  Bryce J. Burns signed the petition as manager.

The Orem, Utah-based company disclosed $40,666,583 in assets and
$5,627,349 in liabilities as of the Petition Date.  Anna W.
Drake, Esq., at the law firm of Anna W. Drake, P.C., in Salt Lake
City, serves as the Debtor's counsel.  Judge Joel T. Marker
presides over the case.

The U.S. Trustee for Region 19 has selected three creditors to the
Official Committee of Unsecured Creditors for the case of the
Debtor.


Z TRIM HOLDINGS: Amends Loan Agreement with Fordham Capital
-----------------------------------------------------------
Z Trim Holdings, Inc., amended its revolving loan with Fordham
Capital Partners, LLC, to increase the principal amount from
$500,000 to $582,841, evidenced by an Amended and Restated
Equipment Revolving Note issued by the Company to Fordham.  The
Note increased the required monthly payments of principal to
$12,142.539 plus interest, commencing on July 24, 2014, and
continuing until Feb. 24, 2015, followed by a final balloon
payment of the entire unpaid principal balance of the Note and all
accrued and unpaid interest on March 24, 2015.  The interest on
the Note was increased to a fixed rate of 22% per annum.  The Note
may be prepaid in full at any time; provided that if the Company
prepays the Note prior to Sept. 24, 2014, it must pay a prepayment
penalty equal to the amount by which (i) the aggregate interest
that Fordham would have received on the Note during the Guaranteed
Interest Period had there been no prepayment exceeds (ii) the
aggregate interest paid by the Company prior to the date of
prepayment.  The default rate of interest on the loan was
increased to 27% per annum.

The Company also entered into a First Amendment to Security
Agreement, dated July 16, 2014, between the Company and Fordham in
which the amount of the secured liabilities was increased from
$500,000 to $582,841.

The amendment represents an approximately $114,000 increase in the
outstanding balance of the Equipment Loan as of July 16, 2014.
The net proceeds of the increase in the Equipment Loan were used
to pay $113,442 in franchise taxes owed by the Company to the
Secretary of State of the State of Illinois.

On July 15, 2014, the Company entered into an agreement with
Edward Smith III, a Director and Shareholder of the Company,
pursuant to which Mr. Smith agreed to lend the Company $64,000.
The non-interest bearing loan is due and payable within 90 days
after the date of execution of the Smith Loan Agreement.  The
Company intends to use the proceeds of the loan for working
capital.

A full-text copy of the Amended and Restated Equipment Revolving
Note is available for free at http://is.gd/doEChu

A full-text copy of the First Amendment to Security Agreement is
available for free at http://is.gd/3LD3DD

A full-text copy of the Loan Agreement with Edward Smith is
available for free at http://is.gd/WeJRgL

                         About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

Z Trim Holdings reported a net loss of $13.43 million in 2013, a
net loss of $9.58 million in 2012 and a net loss of $6.94 million
in 2011.

As of March 31, 2014, the Company had $3.55 million in total
assets, $1.41 million in total liabilities and $2.14 million in
total stockholders' equity.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company does not have enough cash on hand to meet its current
liabilities and has had reoccurring losses as of Dec. 31, 2013.
These conditions raise substantial doubt about its ability to
continue as a going concern.


* Lew Seeks Immediate Retroactive Law to Curb Tax Inversions
------------------------------------------------------------
Richard Rubin, writing for Bloomberg News, reported that Treasury
Secretary Jacob J. Lew said the U.S. Congress should immediately
change the law to stop companies from avoiding U.S. taxes through
inversion transactions.  According to the report, Lew, in a letter
to lawmakers, said any change should be retroactive to May 2014.

The pace of inversion deals has escalated in recent months, as
companies such as Medtronic Inc. and Mylan Inc. have announced
transactions that let them move their legal address outside the
U.S., the report said.  In inversions, U.S.-based companies
purchase a foreign company, then switch the legal address to take
advantage of the foreign jurisdiction's favorable tax rules,
Bloomberg explained.


* 2013 Report Shows Fewer Debtor Assets, More Repeat Bankr. Filers
------------------------------------------------------------------
Individuals filing for bankruptcy in 2013 reported fewer assets,
lower total liabilities, and lower median income when compared to
filers in the preceding year, according to a report recently filed
by the federal Judiciary with Congress.  The report also found
that in 2013 a greater proportion of debtors were repeat filers.

The report, which the Judiciary is required to file annually under
the Bankruptcy Abuse Prevention and Consumer Protection Act of
2005 (BAPCPA), focuses on individuals with predominantly consumer
debt.  Among the data collected:

     -- In calendar year 2013, 1 million bankruptcy petitions were
filed by individuals with predominantly consumer debt, down 12
percent from the 1.1 million bankruptcy petitions filed by
individuals with consumer debt in 2012.

     -- Total assets reported by consumer debtors fell 22 percent
below the comparable 2012 number. Of these assets, 69 percent were
categorized as real property, and 31 percent as personal property.

     -- Total debtor liabilities fell 21 percent below the
comparable data for 2012.

     -- Median average monthly income reported by all debtors was
$2,667, down 3 percent from 2012

     -- Median average reported monthly expenses were $2,674, also
3 percent lower than in 2012.

     -- In 33 percent of the 319,010 chapter 13 cases filed during
2013, debtors reported they had filed for bankruptcy protection
during the previous eight years, 3 percent more than in 2012.

     -- A total of 336,858 Chapter 13 consumer cases filed on or
after October 17, 2006 were closed by dismissal or plan completion
in 2013. In 45 percent of the cases, the debtors were discharged
after completing repayment plans, up from 37 percent in 2012 and
22 percent in 2011.

     -- Nationwide, failure to make plan payments was cited in 52
percent of cases as the reason for dismissal.

Bankruptcy statistics in the report are itemized by chapter of the
Bankruptcy Code and report only data in cases filed by individual
debtors with predominantly consumer debts (consumer cases). Many
BAPCPA tables, particularly those reporting data on debtors'
assets, liabilities, income and expenses, rely on data provided by
debtors when they submit required forms, schedules, motions,
agreements and other filings. Most of these data are not validated
either by the courts or the AO.


* The Deal Announces Results of Q2 2014 Bankruptcy League Tables
----------------------------------------------------------------
The Deal, TheStreet's institutional business, on July 23 announced
the results of their quarterly rankings of the top firms and
professionals involved in active bankruptcy cases for the second
quarter of 2014.  Starting with this quarter, data collected will
capture only active restructuring work on ongoing U.S. and
Canadian cases.

"While the total number of restructurings continued to trend down
in the second quarter, we saw some interesting activity in the
energy sector," reported Anders Melin, Senior Editorial Research
Coordinator for The Deal.  "The common denominator for several of
the larger cases is coal.  As the debate on global warming grows
louder, coal-based electricity generation is increasingly falling
out of favor, and experts tell us that we will likely see more
restructurings in that sector over the next few years, which will
make an imprint on the bankruptcy league tables."

League Table highlights:

Top law firms were Saul Ewing LLP with $1,091.8 billion in
liabilities; Vedder Price PC with $1,072.7 billion in liabilities;
Akin Gump Strauss Hauer & Feld LLP with $1,053.7 billion in
liabilities; Duane Morris LLP with $979.8 billion in liabilities
and Morgan, Lewis & Bockius LLP with $970.1 billion in
liabilities.

Amongst lawyers, Michael Schein (Vedder Price PC) held on to his
top ranking from Q2 through Q1 2014, followed by Richard Hahn
(Debevoise & Plimpton LLP) maintaining his ranking from Q1 2014,
Douglas Rosner (Goulston & Storrs PC), Andrew Gottfried (Morgan,
Lewis & Bockius LLP) and Scott Davidson (King & Spalding LLP).

For investment banks, the top two banks held on to their positions
from Q1 2014.  Blackstone Group LP maintained its lead with $786.2
billion in liabilities and Miller Buckfire & Co. LLC came in
second with $674.3 billion in liabilities.  They were followed by
Jefferies LLC with $106.4 billion in liabilities, Centerview
Partners LLC with $65.0 billion in liabilities and Peter J.
Solomon Co. with $54.4 billion in liabilities.

The top three investment bankers held onto their rankings from Q1
with Timothy Coleman (Blackstone Group LP) in the lead, followed
by Stuart Erickson (Miller Buckfire & Co. LLC) and Leon Szlezinger
(Jefferies LLC).  Steven Zelin (Blackstone Group LP) ranked fourth
and Richard Klein (Jefferies LLC) and Robert White (Jefferies LLC)
tied for the fifth place spot in the rankings.

The full suite of rankings is available now on The Deal Pipeline,
the transaction information service powered by The Deal's newsroom
and the full report is also available online.

              About The Deal's Bankruptcy League Tables

The Deal's Bankruptcy League Tables are the industry's only league
tables focused solely on active bankruptcy cases.  The Bankruptcy
League Tables by volume involve only active U.S. bankruptcy cases
of debtors with liabilities of $10 million or more.  The rankings
are based on the aggregation of those liability values.  The table
reflects the number of active cases fitting that criteria and may
not characterize the total number of active cases.  Firms and
professionals only get one credit for each active case, not each
active assignment.  The Bankruptcy League Tables by number involve
U.S. and Canadian bankruptcy cases irrespective of debtor asset
size.  Professionals receive credit for multiple assignments on
one case.

                         About The Deal

The Deal -- http://www.thedeal.com-- is a business unit of
TheStreet.  It has been serving corporate dealmakers, advisers and
institutional investors the most sophisticated analysis of the
deal economy since 1999.  Its transaction information service, The
Deal Pipeline, is powered by a newsroom of senior journalists who
offer proprietary research and reporting across M&A, bankruptcies,
auctions and financings. It includes a breaking news service,
First Take; daily and weekly sector newsletters; The Daily Deal, a
2x daily report of the day's top stories; a research center with
over a decade's worth of intelligence and a database of over
100,000 deals; and an iPad app.  Its marketing & media services
group produces the industry's leading forecasting event, The Deal
Economy, held annually in New York City in addition to industry
webcasts and integrated marketing programs.


* Bank of America Posts Weaker Profit on Legal Costs
----------------------------------------------------
Devlin Barrett, Christina Rexrode and Andrew Grossman, writing for
The Wall Street Journal, reported that Bank of America Corp. and
the Justice Department remain far apart on a possible mortgage-
securities settlement even though the Charlotte, N.C., bank
offered $13 billion to resolve the civil probe, according to
people familiar with the matter.  Lawyers for the two sides met in
Washington on Tuesday to try to hammer out a deal, the Journal
said, citing the people.


* Second Circuit Reinstates Asbestos Judgment vs. Travelers
-----------------------------------------------------------
The firm of Motley Rice says that The U.S. Court of Appeals for
the Second Circuit on July 22 put to rest the "private hopes and
dreams" of insurer Travelers Cos. Inc., in its attempt to avoid
its obligation to thousands of asbestos victims.

The Second Circuit confirmed that the Settlement Agreements
Travelers agreed to in 2004 were binding and enforceable contracts
between the parties, that all conditions had been satisfied, and
that whatever Travelers' "private hopes and dreams were" they were
not supported by the language of the agreement.

Attorneys with Motley Rice LLC have played a central role in this
case from the first filings and were integral in negotiating the
Statutory Direct Action and Hawaii Settlement Agreement reached
with Travelers, and they have continued to play a key role in the
decade-long appellate proceedings surrounding these cases.

"We look forward to Travelers now living up to its commitment and
making the payments to the claimants who have been waiting now for
more than 10 years for their compensation," says Motley Rice co-
founder Joe Rice.  "[Tues]day's opinion by the Second Circuit
proves that perseverance does pay off. It has been a long and
challenging battle for our clients, but we are pleased with this
very positive ruling."

Travelers had sought to avoid paying these settlements, arguing
that certain items were a condition precedent to the obligation to
make payments.  The Second Circuit disagreed with the company's
arguments and found today that ". . . Travelers' interpretation
amounts to a contractual term that is incapable of ever being
fulfilled . . . such an impossible condition -- with no support in
contractual language and clearly not intended by the parties --
would have rendered the contract a nullity from its inception."

The Second Circuit cited its 1997 opinion in Klos v. Lotnicze,
stating "undoubtedly, that that is the reason why no such
requirement is found in the Agreement's terms or Exhibit As,
whatever Travelers' 'secret and subjective intent.'"

Additionally, the Second Circuit, citing its 2001 opinion in Reiss
v. Fin. Performance Corp., stated, "a court 'will not imply a term
where the circumstances around the formation of the contract
indicate that the parties, when the contract was made, must have
foreseen the contingency at issue and the agreement can be
enforced according to its terms.'"  The Second Circuit declined
"Travelers' invitation to look beyond the Agreements' obvious
meaning and to consider Travelers' subjective hopes."

"Travelers, which has had the benefit of competent, imaginative,
and meticulous counsel, waited until the bankruptcy court disposed
of the arguments . . . We, therefore, consider those arguments
waived," wrote The Second Circuit.

"Travelers, after getting everything it bargained for from the
Supreme Court's 2009 decision in the Travelers Indem. Co. v.
Bailey case, started down the road of avoiding its contractually
agreed to compensation plan," added Mr. Rice.  "It attempted to
rewrite the contract with the plaintiffs to avoid paying the
compensation it had agreed to.  Thankfully, The Second Circuit is
not going to let them get away with that."

In 2001, attorneys now with Motley Rice filed a number of claims
on behalf of certain asbestos clients who had resolved claims with
various asbestos defendants.  At that time, the allegations
involved statutory violations by Travelers, including "that
Travelers conspired to violate state laws prohibiting unfair
insurance practices" by fraudulently perpetrating "a state of the
art defense in the asbestos litigation."  Travelers sought to
enjoin this litigation in 2002 by use of the Manville bankruptcy.
After litigating in the Manville Bankruptcy Court for two years,
the matter was settled with Travelers agreeing to make a payment
of $360 million to the Direct Action Statutory Claimants.
Travelers also agreed to settle a similar action that had been
brought in Hawaii for $15 million and to pay $70 million toward
common-law claims that had been filed.

This case ultimately made its way to the U.S. Supreme Court, which
confirmed that the Bankruptcy Court's 1986 confirmation and
insurance orders and its 2004 clarifying order were within the
jurisdiction of the Bankruptcy Court and collateral attacks of the
1986 orders were barred by res judicata as they were final some 20
years later.

The case is Common Law Settlement Counsel, Statutory and Hawaii
Direct Action Settlement v. Travelers Indemnity Co et al, 2nd U.S.
Circuit Court of Appeals, Nos. 12-1094, 12-1140 and 12-1205. For
more information, visit http://www.directactionsettlement.com

                      About Motley Rice LLC

Motley Rice -- http://www.motleyrice.com-- is one of the nation's
largest plaintiffs' litigation firms.  With a tradition of
representing those whose rights have been violated, Motley Rice
attorneys gained recognition for their pioneering asbestos
lawsuits, their work with the State Attorneys General in the
landmark litigation against Big Tobacco and their representation
of 9/11 families in the ongoing lawsuit against terrorist
financiers.  The firm continues to handle complex litigation in
numerous areas, including securities fraud, antitrust, consumer
protection, mesothelioma , environmental contamination;
prescription and involving over-the-counter drugs such as
Lipitor(R), Pradaxa(R) and Tylenol(R); other medical devices;
human rights; aviation disasters; and wrongful death. Motley Rice
is headquartered in Mt. Pleasant, S.C., and has additional offices
in Connecticut; Louisiana; Washington, D.C.; New York; Rhode
Island and West Virginia.  For more information, contact Motley
Rice co-founding member Joe Rice (DC, SC) at 1-800-768-4026.


* S&P Weighs Restarting Talks on U.S. Suit
------------------------------------------
Timothy W. Martin, writing for The Wall Street Journal, reported
that Standard & Poor's Ratings Services, after more than a year of
fighting a crisis-era lawsuit, is willing to reopen discussions
with the Justice Department to settle the case, according to
people familiar with the matter.  The Journal said the company
isn't in active talks with the Justice Department and no deal is
imminent, these people said.  These people said while no penalties
have been discussed, negotiations would likely focus on a range of
several hundred million dollars to around $1 billion, the Journal
related.


* BOOK REVIEW: The Rise and Fall of the Conglomerate Kings
----------------------------------------------------------
Author:     Robert Sobel
Publisher:  Beard Books
Softcover:  240 pages
List Price: $34.95
Review by David Henderson

Order your personal copy today at http://is.gd/1GZnJk

The marvelous thing about capitalism is that you, too, can be a
Master of the Universe.  If you are of a certain age, you will
recall that is the name commandeered by Wall Street bond traders
in their Glory Days.  Being one is a lot like surfing: you have to
catch the crest of the wave just right or you get slammed into the
drink, and even the ride never lasts forever.  There are no
Endless Summers in the market.

This book is the behind-the-scenes story of the financial wizards
and bare-knuckled businessmen who created the conglomerates, the
glamorous multi-form companies that marked the high noon of post-
World War II American capitalism.  Covering the period from the
end of the war to 1983, the author explains why and how the
conglomerate movement originated, how it mushroomed, and what
caused its startling and rapid decline.  Business historian Robert
Sobel chronicles the rise and fall of the first Masters of the
Universe in the U.S. and describes how the era gave rise to a
cadre of imaginative, bold, and often ruthless entrepreneurs who
took advantage of a buoyant stock market to create giant
enterprises, often through the exchange of overvalued paper for
real assets.  He covers the likes of Royal Little (Textron), Text
Thornton (Litton Industries), James Ling (Ling-Temco-Vought),
Charles Bludhorn (Gulf & Western) and Harold Geneen (ITT).  This
is a good read to put the recent boom and bust in a better
perspective.

While these men had vastly different personalities and processes,
they had a few things in common: ambition, the ability to seize
opportunities that others were too risk-averse to take, willing
bankers, and the expansive markets of the 1960s.  There is
something about an expansive market that attracts and creates
Masters of the Universe.  The Greek called it hubris.

The author tells a good joke to illustrate the successes and
failures of the period.  It seems the young son of a
Conglomerateur brings home a stray mongrel dog.  His father asks,
"How much do you think it's worth?" To which the boy replies, "At
least $30,000." The father gently tries to explain the market for
mongrel dogs, but the boy is undeterred and the next afternoon
proudly announces that he has sold the dog for $50,000.  The
father is proudly flabbergasted,  "You mean you found some fool
with that much money who paid you for that dog?"  "Not exactly,"
the son replies, "I traded it for two $25,000 cats."

While it lasted, the conglomerate struggles were a great slugfest
to watch: the heads of giant corporations battling each other for
control of other corporations, and all of it free from the rubric
of "synergy."  Nobody could pretend there was any synergy between
U.S. Steel and Marathon Oil.  This was raw capitalist power at
work, not a bunch of fluffy dot.commies pretending to defy market
gravity.

History repeats itself, endlessly, because so few people study
history.  The stagflation of the 1970s devalued the stock of
conglomerates and made it useless a currency to keep the schemes
afloat.  The wave crashed and waiting on the horizon for the next
big wave: the LBO Masters of the 1980s.

Robert Sobel was born in 1931 and died in 1999.  He was a prolific
chronicler of American business life, writing or editing more than
50 books and hundreds of articles and corporate profiles.  He was
a professor of business history at Hofstra University for 43 years
and he a Ph.D. from NYU.


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***