TCR_Public/140730.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, July 30, 2014, Vol. 18, No. 210

                             Headlines

14-18 NORTH STREET: Voluntary Chapter 11 Case Summary
AMBIENT CORPORATION: Files Chapter 11 to Sell to Ericsson
AMBIENT CORPORATION: Case Summary & 20 Top Unsecured Creditors
AMGEN INC: Plans to Cut Up To 15% of Workers
AMSTERDAM HOUSE: Proposes Sept. 2 Disclosure Statement Hearing

AMSTERDAM HOUSE: Has Interim Authority to Use Cash Collateral
AMSTERDAM HOUSE: Says Patient Care Ombudsman is Not Necessary
AMSTERDAM HOUSE: Seeks to Honor Residency Agreements
ANDRES R. VILLAR: Case Summary & 16 Top Unsecured Creditors
ARTEMIS LASER: Case Summary & 20 Largest Unsecured Creditors

ASHER INVESTMENT: Says Cross-Examination Won't Bias Itkin Trust
AWAS AVIATION: S&P Affirms 'BB+' Corporate Credit Rating
BELTWAY ONE: Plan Confirmed Over Wells Fargo's Objections
BELTWAY ONE: Wells Fargo Appeals Plan Confirmation Order
BERRY-HILL GALLERIES: Must Pay $3MM to 624 Art Holdings

BREITBURN ENERGY: Moody's Affirms 'B1' Corporate Family Rating
BOWLMOR AMF: Moody's Affirms 'B3' Corporate Family Rating
CASCADE AG: U.S. Trustee Directed to Appoint Chapter 11 Trustee
CHIQUITA BRANDS: Colombian Claims Dismissal No Impact on B2 CFR
CITRUS MEMORIAL: Faces Bankruptcy w/ No Hospital Corp. Lease Deal

CLEAREDGE POWER: Sale to Doosan Approved; Terms of Deal Revised
CLEAREDGE POWER: Ask Court to Extend Lease Decision Deadline
CLOUDEEVA INC: Meeting to Form Creditors' Panel Set for July 31
CROWNROCK L.P.: S&P Raises Unsecured Debt Rating to 'B-'
CROWDGATHER INC: Q Accountancy Corp. Raises Going Concern Doubt

CRUMBS BAKE SHOP: Wins Approval to Hold Aug. 21 Auction
DETROIT, MI: Emergency Manager Calls for Postbankruptcy Monitor
EAST COAST BROKERS: Stellaro Bay Case Dismissed
EL PASO LLC: Fitch Withdraws 'BB+' Issuer Default Rating
EP MINERALS: Moody's Assigns 'B3' Corporate Family Rating

EQT MIDSTREAM: Moody's Assigns 'Ba1' Corporate Family Rating
F & H ACQUISITION: Seeks Oct. 13 Extension of Plan Exclusivity
FISKER AUTOMOTIVE: Wins Confirmation of Chapter 11 Plan
FISKER AUTOMOTIVE: New Owner to Launch Second Car in 2017
FISKER AUTOMOTIVE: Bankruptcy Court Confirms Chapter 11 Plan

FORT IRWIN: Moody's Lowers Rating on Class III Bonds to 'Ba2'
FREEWAY ISLAND: Voluntary Chapter 11 Case Summary
FURNITURE BRANDS: Confirms Plan Incorporating Global Settlement
GORDIAN MEDICAL: Wants to Extend Del Signore DIP Financing
GRAY TELEVISION: SJL Deal No Impact on Moody's 'B3' CFR

GSE ENVIRONMENTAL: Bankruptcy Court Confirms Reorganization Plan
HARTFORD FINANCIAL: Fitch Plans to Withdraw Ratings in Late August
HEMISPHERE MEDIA: Upsized Debt No Impact on Moody's 'B2' CFR
HOSPITALITY STAFFING: Wants Plan Exclusivity Moved to Sept. 25
IMMUNOCLIN CORP: Posts $793K Net Loss in April 30 Quarter

ISAACSON STEEL: Settlement-Based Modified Plan Confirmed
JUPITER RESOURCES: Moody's Assigns B2 CFR & Rates $1BB Notes B3
JUPITER RESOURCES: S&P Assigns 'B+' CCR & Rates Sr. Notes 'B-'
KID BRANDS: To Sell Kidsline & CoCaLo Brands to Crown Crafts
KID BRANDS: Court Approves 360 Merchant as Sales Agent

KID BRANDS: GRL's Glenn Langberg Approved as CRO
KID BRANDS: Court Okays Interim Payment to Critical Vendors
KID BRANDS: Asks Court to Establish Sept. 1 Claims Bar Date
KID BRANDS: Crown Crafts to Acquire Kidsline, CoCaLo Brand Names
KRAFT ASSOCIATES: Case Summary & 7 Largest Unsecured Creditors

LAMAD MINISTRIES: Auction Bags $4.1MM for 3 Properties
LOVE CULTURE: Timing of Ch.11 Filing "Interesting," ACM Says
LYON WORKSPACE: Liquidation Plan Declared Effective in June
MALLINCKRODT INT'L: Moody's Rates New $900MM Unsecured Notes 'B1'
MALLINCKRODT INT'L: S&P Rates New $900MM Unsecured Notes 'BB-'

MSI CORP: Court Approves Third Cash Collateral Stipulation
N'GENUITY ENTERPRISES: Case Summary & 11 Top Unsecured Creditors
NATROL INC: Hires Epiq Bankruptcy as Administrative Advisor
NATROL INC: Hires Gibson Dunn as Special Transactional Counsel
NCSG CRANE: Moody's Assigns B2 CFR & Rates $310MM Sec. Notes B3

NCSG CRANE: S&P Assigns 'B' CCR & Rates C$330MM Debt 'B-'
NEW LOUISIANA HOLDINGS: 15 Affiliates' Chapter 11 Case Summary
NORTHFIELD PARK: S&P Withdraws 'B' CCR on Credit Repayment
NOVATION HOLDINGS: Incurs $2.35-Mil. Net Loss for May 31 Quarter
NRG YIELD: Moody's Assigns B1 CFR & Rates $400MM Senior Notes B1

OCEAN SPRAY: Moody's Withdraws 'Ba1' CFR & 'Ba3' Stock Rating
ODOM INDUSTRIES: To Test Hason USA's $2MM Bid at Aug. 21 Auction
OSRAM LICHT: To Slash 7,800 Jobs, Pursues Cost Cuts
OVERSEAS SHIPHOLDING: Plan to Become Effective Before End of Aug.
PAPERWORKS INDUSTRIES: Moody's Assigns B3 Corporate Family Rating

PAPERWORKS INDUSTRIES: S&P Alters Outlook to Stable on Refinancing
PARADIGM EAST: Section 341(a) Meeting Scheduled for August 27
PARLIAMENT HOUSE: Orlando Resort Files Chapter 11
PORTILLO'S HOLDINGS: Moody's Rates $100MM 2nd Lien Facility Caa2
QMB GROUP: Voluntary Chapter 11 Case Summary

RECONROBOTICS INC: Court Dismisses Chapter 11 Case
REPUBLIC OF TEXAS: To Focus on Cannabis-Based Beverage Lines
RENESAS MOBILE: Parent to Waive Debts Under Merger Agreement
REVEL AC: U.S. Trustee Nitpicks on Key Employee Incentive Plan
RIVERWALK JACKSONVILLE: Can Access Cash Collateral Until Dec. 14

RKI EXPLORATION: S&P Affirms 'B' CCR; Outlook Stable
RURAL/METRO: Officers Explain Recent Staffing Changes
RYNARD PROPERTIES: Has Access to Cash Collateral Until September
SHERMAN INDUSTRY: U.S. Trustee Wants Case Dismissed
SIMPLY WHEELZ: Wants to Assume and Assign Remaining Vehicle Leases

SOURCE HOME: Creditor's Committee Fails to Block FTI Employment
SOURCE HOME: Section 341(a) Meeting Continued to Sept. 5
SOURCE HOME: Bidding Procedures for Retail Business Sale Okayed
SOURCE HOME: Has Final Nod to Pay Critical Vendor Claims
SPECIALTY PRODUCTS: RPM to Resolve Bondex Asbestos Injury Claims

SUNDANCE STRATEGIES: Mantyla McReynolds Raises Going Concern Doubt
SYMETRA FINANCIAL: Moody's Affirms 'Ba1' Jr. Subordinated Notes
TANK HOLDING: Moody's Affirms 'B2' Corporate Family Rating
TENNECO INC: Moody's Hikes CFR to Ba2 & Sr. Unsec. Rating to Ba3
TEREX CORP: S&P Retains 'BB' Rating on Sr. Unsecured Notes

TLO LLC: Oversight Panel Can Taps Genovese Joblove as Counsel
UNITED AIRLINES: Fitch Rates 2022 Class B Certs 'BB+(EXP)'
UNITED AIRLINES: S&P Assigns BB+ Rating on 2014-2 Class B Certs
UNIVERSAL HEALTH: Moody's Raises Corporate Family Rating to Ba1
US COAL: Committee Blocks Use of Cash Collateral

VISANT HOLDING: Moody's Affirms 'B3' CFR & Rates New Debt 'B1'
WARREN RESOURCES: Moody's Assigns Caa1 Rating on $300MM Notes
YUKOS OIL: European Court Says Russia Must Compensate Shareholders
ZUERCHER TRUST: Trustee & Debtor Respond to Motion to Convert

* Carmakers Face Sales Plateau, With Overhaul To Follow

* Argentina Mediation Talks Falter, Bond Default Appears Likely

* Nat'l Law Review Discusses Chapter 11s by Colleges

* David Sharp Joins Upshot as Senior Global Securities Consultant


                             *********


14-18 NORTH STREET: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: 14-18 North Street LLC
        38-11 Ditmars Boulevard, Suite 304
        Astoria, NY 11105

Case No.: 14-43833

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: July 28, 2014

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

Judge: Hon. Elizabeth S. Stong

Debtor's Counsel: Barry D Haberman, Esq.
                  254 South Main Street, #404
                  New City, NY 10956
                  Tel: 845-638-4294
                  Fax: 845-638-6080
                  Email: bdhlaw@aol.com

Total Assets: $1 million

Total Liabilities: $792,293

The petition was signed by Gerardo Sanchez, managing member.

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


AMBIENT CORPORATION: Files Chapter 11 to Sell to Ericsson
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ambient Corp., the Newton, Massachusetts-based
developer of "smart grid" technology, filed a Chapter 11 petition
in Delaware to sell the business to competitor Ericsson Inc. amid
strained liquidity.

According to the report, unless a better offer surfaces at auction
proposed for Sept. 24, so-called stalking horse Ericsson will pay
$7.5 million, of which $2.5 million will finance Ambient's
operations through the sale, and assume specified liabilities,
according to court documents.

The case is In re Ambient Corporation, 14-bk-11791, U.S.
Bankruptcy Court, District of Delaware (Wilmington).


AMBIENT CORPORATION: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Ambient Corporation
           aka Ambient Delaware Corporation
        7 Wells Avenue
        Newton, MA 02459

Case No.: 14-11791

Chapter 11 Petition Date: July 28, 2014

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

Judge: Hon. Kevin Gross

Debtor's Counsel: Justin R. Alberto, Esq.
                  BAYARD, P.A.
                  222 Delaware Avenue, Suite 900
                  P.O. Box 25130
                  Wilmington, DE 19899
                  Tel: 302-429-4226
                  Fax: 302-658-6395
                  Email: jalberto@bayardlaw.com

Debtors'          GAVIN/SOLMONESE LLC
Financial
Advisors:

Debtors'          UPSHOT SERVICES, LLC
Claims and
Noticing
Agent:

Total Assets: $1.75 million

Total Debts: $3.54 million

The petition was signed by John J. Joyce, chief executive officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/deb14-11791.pdf


AMGEN INC: Plans to Cut Up To 15% of Workers
--------------------------------------------
Tess Stynes and Jonathan D. Rockoff, writing for The Wall Street
Journal, reported that Amgen Inc. said it plans to reduce its
global workforce by 12% to 15% and close facilities in two states
as part of a restructuring that aims to focus resources on
developing new drugs.  According to the report, Amgen said it
plans to reduce staff by 2,400 to 2,900, beginning later this year
and continuing through 2015.  Most of the workforce reductions are
set for the U.S. and will span the range of job types, including
sales representatives, the Journal cited an Amgen spokesman as
saying.

Amgen Inc., a biotechnology company, discovers, develops,
manufactures, and delivers human therapeutics in the areas of
oncology, hematology, inflammation, bone health, nephrology,
cardiovascular, and general medicine worldwide. Amgen Inc. was
founded in 1980 and is headquartered in Thousand Oaks, California.


AMSTERDAM HOUSE: Proposes Sept. 2 Disclosure Statement Hearing
--------------------------------------------------------------
Amsterdam House Continuing Care Retirement Community, Inc., asks
the U.S. Bankruptcy Court for the Eastern District of New York to
schedule a hearing for Sept. 2, 2014, at 2:00 P.M., to consider
the adequacy of the disclosure statement explaining its plan of
reorganization.

The Debtor, prior to the Petition Date, has entered into a plan
support agreement with holders of approximately 75% principal
aggregate amount of the Debtor's outstanding 2007 Bonds issued by
Nassau County Industrial Development Authority.  The Debtor is
seeking authority from the Court to assume the PSA.

The Plan, among other things, contemplates that the Issuer will
issue (a) the Nassau County Industrial Development Agency
Continuing Care Retirement Community Fixed Rate Revenue Bonds
(Amsterdam at Harborside Project) Series 2014A, (b) the Nassau
County Industrial Development Agency Continuing Care Retirement
Community Fixed Rate Revenue Bonds (Amsterdam at Harborside
Project) Series 2014B, and (c) the Nassau County Industrial
Development Agency Continuing Care Retirement Community Excess
Cash Flow Revenue Bonds (Amsterdam at Harborside Project) Series
2014C pursuant to a new Indenture of Trust.

If confirmed, on the effective date of the Plan, each holder of an
outstanding Series 2007A Bond or outstanding Series 2007B Bond
will exchange the then outstanding Series 2007A Bond or Series
2007B Bond for (a) its pro rata share of the principal amount of
the Series 2014A Bonds allocated to that respective maturity as
further set out in the Plan; and (b) its pro rata share of the
Series 2014C Bonds in approximate aggregate principal amount of
$47,225,656.  In addition, the holders of the Series 2007A Bonds
and the Series 2007B Bonds will receive payment in full in cash on
account of its allocable share of accrued and unpaid interest on
the Series 2007A Bonds or Series 2007B Bonds, as applicable,
through the date immediately preceding the Petition Date.

Further, on the effective date of the Plan, if confirmed, each
holder of an outstanding Series 2007C Bond will exchange the then
outstanding Series 2007C Bond for a pro rata share of: (a) Series
2014A Bonds in the aggregate principal amount of $11,921,250, (b)
Series 2014B Bonds in the aggregate principal amount of
$23,842,500, and (c) Series 2014C Bonds in the aggregate principal
amount of $12,905,945.  Each holder of an outstanding Series 2007C
Bond will also receive payment in full in cash on account of its
allocable share of accrued and unpaid interest on the Series 2007C
Bonds through the date immediately preceding the Petition Date.

General Unsecured Claims will receive payment in full in Cash of
the unpaid portion of the Allowed General Unsecured Claim.
General Unsecured Claims are estimated to total $1,030,948.

To provide holders of claims and parties-in-interest with adequate
time to object to the Disclosure Statement, the Debtor proposes
that the deadline to object to the Disclosure Statement be set for
Aug. 29 and the deadline to respond to objections to the
Disclosure Statement for Sept. 2.

The Debtor asks the Court to schedule the confirmation hearing on
Oct. 24, at 10:00 a.m., and the deadline to object to the
confirmation of the Plan on or before Oct. 7.

Full-text copies of the Plan and accompanying Disclosure Statement
are available at http://is.gd/3I188Vand http://is.gd/aHy9Fv

                       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.

The Company said that total assets were $286 million and debt was
$437 million as of April 30, 2014.


AMSTERDAM HOUSE: Has Interim Authority to Use Cash Collateral
-------------------------------------------------------------
Judge Alan S. Trust of the U.S. Bankruptcy Court for the Eastern
District of New York gave Amsterdam House Continuing Care
Retirement Community, Inc., interim authority to use cash
collateral securing its prepetition indebtedness from UMB Bank,
N.A., as successor trustee for revenue bonds.

As of the Petition Date, the amounts due and owing by the Debtor
with respect to the Bonds are as follows:

    (i) $220,570,000 in unpaid principal on the Bonds;
   (ii) $1,696,997 in accrued but unpaid interest on the Bonds;
        and
  (iii) unliquidated, accrued and unpaid fees and expenses of the
        2007 Bond Trustee and its professionals incurred through
        the Petition Date.

A hearing to further consider the request on an interim basis will
be held on Aug. 7, 2014, at 2:00 p.m.  Any party desiring to
object to the relief requested in the motion on a further interim
basis must file a written objection on or before Aug. 5.

A hearing to consider the request on a final basis will be held on
Sept. 2, at 2:00 p.m.  Objections to the final approval of the
request must be submitted on or before Aug. 25.

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

UMB Bank is represented by:

         Daniel S. Bleck, Esq.
         MINTZ, LEVIN, COHN, FERRIS, GLOVSKY and POPEO, P.C.
         One Financial Center
         Boston, MA 02111
         Fax: 617-542-2241
         E-mail: dsbleck@mintz.com

                       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.

The Company said that total assets were $286 million and debt was
$437 million as of April 30, 2014.


AMSTERDAM HOUSE: Says Patient Care Ombudsman is Not Necessary
-------------------------------------------------------------
Amsterdam House Continuing Care Retirement Community, Inc., asks
the U.S. Bankruptcy Court for the Eastern District of New York to
determine that the appointment of a patient care ombudsman is not
necessary in its Chapter 11 case and allow it to self-report.

Under Section 333(a)(1) of the Bankruptcy Code, if the debtor is a
health care business, "the court shall order . . . the appointment
of an ombudsman to monitor the quality of patient care and to
represent the interests of the patients of the health care
business unless the court finds that the appointment of such
ombudsman is not necessary for the protection of patients under
the specific facts of the case."

In support of its request, the Debtor states that, applying the
factors laid out in In re N. Shore Hematology-Oncology Assocs.,
P.C., 400 B.R. 7, 11 (Bankr. E.D.N.Y. 2008), it is clear that the
appointment of a patient care ombudsman is not necessary.  The
Debtor adds that given that the Chapter 11 case is a prenegotiated
case, the fees and expenses that would be incurred by any
ombudsman would be wasteful in light of the short expected
duration of the Chapter 11 case, and the requisite time and
associated expenses that an ombudsman would have to spend
familiarizing itself with the Debtor's business and practices.

                       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.

The Company said that total assets were $286 million and debt was
$437 million as of April 30, 2014.


AMSTERDAM HOUSE: Seeks to Honor Residency Agreements
----------------------------------------------------
Amsterdam House Continuing Care Retirement Community, Inc., seeks
authority from the U.S. Bankruptcy Court for the Eastern District
of New York to continue to honor its obligations under applicable
residency and escrow agreements to provide residents of their
retirement community with peace of mind that their refund rights
are fully preserved and protected during the Chapter 11 case.

                       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.

The Company said that total assets were $286 million and debt was
$437 million as of April 30, 2014.


ANDRES R. VILLAR: Case Summary & 16 Top Unsecured Creditors
-----------------------------------------------------------
Debtor: Andres R. Villar, M.D., P.A.
           aka Children's Medical Center
        789 W. Duval Street
        Lake City, FL 32055

Case No.: 14-03648

Nature of Business: Health Care

Chapter 11 Petition Date: July 28, 2014

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

Debtor's Counsel: Anthony W. Chauncey, Esq.
                  THE CHAUNCEY LAW FIRM, PA
                  Post Office Box 548
                  Live Oak, FL 32064
                  Tel: (386) 364-4445
                  Fax: (386) 364-4508
                  Email: awc@chaunceylaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Andres R. Villar, president.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb14-03648.pdf


ARTEMIS LASER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Artemis Laser & Vein Center, LLC
        6108 Park Center Circle
        Dublin, OH 43017

Case No.: 14-55300

Chapter 11 Petition Date: July 28, 2014

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: Hon. John E. Hoffman Jr.

Debtor's Counsel: James A Coutinho, Esq.
                  ALLEN KUEHNLE STOVALL & NEUMAN LLP
                  17 S. High St., Suite 1220
                  Columbus, OH 43215
                  Tel: 614-221-8500
                  Fax: 614-221-5988
                  Email: coutinho@aksnlaw.com

                     - and -

                  J Matthew Fisher, Esq.
                  ALLEN, KUEHNLE STOVALL & NEUMAN LLP
                  17 South High Street, Suite 1220
                  Columbus, OH 43215
                  Tel: (614) 221-8500
                  Fax: (614) 221-5988
                  Email: fisher@aksnlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ernest B. de Bourbon III, managing
member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ohsb14-55300.pdf


ASHER INVESTMENT: Says Cross-Examination Won't Bias Itkin Trust
---------------------------------------------------------------
With respect to a request seeking dismissal of Asher Investment
Properties, LLC's Chapter 11 case, Asher submitted to the
Bankruptcy Court a reply to the opposition to its request to
cross-examine Garry Y. Itkin.  Asher said the Itkin Living Trust
dated March 12, 2008, has not shown that it will be prejudiced if
the request is granted.

Garry Y. Itkin and Anna Charno, as trustees for the Itkin Trust,
opposed the Debtor's request to have Mr. Itkin appear to give live
testimony at a July 22 hearing.

The Debtor, in its request, said that it desired to cross-examine
Mt. Itkin within the scope of his declaration testimony concerning
issues germane to the motion to dismiss, without limitation, his
testimony concerning issues concerning the subordination of the
Itkin Second Trust Deed to a new first trust deed in favor of
Israel Discount Bank, the negotiation of the Itkin Trust's
acquisition of its purported 50% membership interest in the Debtor
and the debtor's restated operating agreement, execution of those
documents, and his communications with the Debtor and Yossi Dina,
manager of the Debtor.

The trustees of the Itkin Trust objected to the evidence presented
by the Debtor in connection with the Debtor's opposition to the
motion to dismiss.

The Itkin Trust requested that Mr. Dina's declaration be stricken
in its entirety for two independent reasons: (1) he did not sign
his declaration as he was required by the Court's rules; and (2)
he admitted at his July 11 deposition that he did not even read
his declaration and that it was only explained to him because he
neither reads nor writes English.

The trustees, in their opposition to the motion to dismiss, said
that the Court should reject the Debtor's arguments and dismiss
the bankruptcy based on lack of authority to commence it.

The Debtor has requested that the Court consolidate the motion to
dismiss with an adversary proceeding because the motion to dismiss
and the complaint involve common questions of fact and law, and
are so intertwined as to warrant the consolidation of the matters
for both discovery and trial to avoid the unnecessary burden and
expense of duplicate discovery and duplicate evidentiary hearings.

On July 9, the Debtor submitted its initial opposition to the
motion to dismiss filed June 17 by the trustees for the Itkin
Trust, stating that the Itkin Trust sought to have the Court
dismiss the case to allow it to foreclose on the Debtor's
principal asset and reap a $3,000,000 plus windfall based on the
alleged lack of authority for Mr. Dina, member and manager of
Asher, to authorize its filing of the petition for relief without
the Itkin Trust's consent as an alleged 50% member of the Debtor.

The motion must be denied, Asher said, in that, among other
things, (1) the Itkin Trust's purported membership interest in
Asher was constructively redeemed and repurchased by Asher's
prepetition tender which the Itkin Trust wrongfully rejected, and
(2) the Itkin Trust's purported acquisition of a membership
interest in the Debtor and imposition of restrictions on Yossi's
ability to manage the Debtor failed as a matter of law for failure
to contribute proper consideration for such interest.

The trustees are represented by:

         Andrew S. Pauly, Esq.
         Andrew J. Haley, Esq.
         GREENWALD, PAULY & MILLER, A Professional Corporation
         1299 Ocean Avenue, Suite 400
         Santa Monica, CA 90401-1007
         Tel: (310) 451-8001
         Fax: (310) 395-5961
         E-mails: apauly@gpfm.com
                  ahaley@gpfm.com

The Debtor is represented by:

         Ira Benjamin Katz, Esq.
         Gregory B. Gershuni, Esq.
         GERSHUNI & KATZ, A LAW CORPORATION
         1901 Avenue of the Stars, Suite 300
         Los Angeles, CA 90067
         Tel: (310) 282-8580
         Fax: (310) 282-8149

              About Asher Investment Properties, LLC

Asher Investment Properties, LLC, owner of a $10 million property
in Beverly Hills, California, filed a Chapter 11 bankruptcy
petition (Bankr. C.D. Cal. Case No. 14-21172) in Los Angeles, on
June 6, 2014.  Yossi Dina signed the petition as managing member.
Asher, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), disclosed $11.5 million in assets and $10.7 million in
liabilities.  Gershuni & Kate, ALC, serves as the Debtor's
counsel.  Hon. Barry Russell presides over the case.


AWAS AVIATION: S&P Affirms 'BB+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' issue-level
rating to AWAS Aviation Capital Ltd.'s $350 million secured term
loan due 2021.  The recovery rating is '1', indicating S&P's
expectation that lenders would receive very high recovery (90%-
100%) of principal in the event of a payment default.  The company
will use the proceeds to finance 10 aircraft, including Boeing
B737-800 and Airbus A320 aircraft.

S&P's corporate credit rating on Dublin, Ireland-based aircraft
lessor AWAS reflects its position as a major provider of aircraft
leases, and its diversified fleet and airline customer base.  The
rating also reflects the inherent risks of cyclical demand and
lease rates for aircraft, the company's substantial percentage of
encumbered assets, and its ownership by funds managed by private
equity firm Terra Firma Capital Partners Ltd. and the Canada
Pension Plan Investment Board.

The stable rating outlook reflects S&P's expectation that AWAS
will add incremental debt through 2015 to fund capital spending
for new aircraft deliveries, with increased funds from operations
(FFO) due to higher earnings, cash flow related to the additional
aircraft, and modestly improving lease rates.  As a result, S&P
expects AWAS' credit metrics to remain relatively consistent, with
FFO to debt of about 10% and debt to capital in the mid-70% area.
Privately held AWAS does not release its financial results
publicly.

S&P could lower rating if AWAS completes a large debt-financed
aircraft portfolio acquisition or debt-financed dividend to its
owners, causing FFO to debt to decline to the mid-single-digit
percent area.  S&P do not foresee an upgrade, given the company's
ownership structure.  S&P typically do not rate transportation
equipment lessors owned by private equity higher than 'BB+' due to
financial policy concerns.

RATINGS LIST

AWAS Aviation Capital Ltd.
Corporate Credit Rating                    BB+/Stable/--

New Ratings

AWAS Aviation Capital Ltd.
$350 million secured term loan due 2021     BBB
  Recovery Rating                            1


BELTWAY ONE: Plan Confirmed Over Wells Fargo's Objections
---------------------------------------------------------
The Hon. Mike Nakagawa has confirmed the Reorganization Plan filed
by Beltway One Development Group LLC, overruling the objection of
Wells Fargo Bank N.A., the lone objector to the Plan.

The bankruptcy judge also approved the disclosure statement
explaining the terms of the Plan.

Wells Fargo is the lender on a pre-bankruptcy loan for a 56,701
square foot commercial office building located at 9121 West
Russell Road, Las Vegas, Nevada.  The principal balance of the
loan was $10,000,000, which was memorialized with a promissory
note and deed of trust, effective May 16, 2008.  The Promissory
Note matured on May 16, 2011, with principal of $9,789,495 and
interest of $18,012, for a total of $9,807,506 due.

The Plan classifies Wells Fargo's claim as Class 1 for $9,807,506,
less adequate protection payments, plus interest and reasonable
attorney fees, costs and expenses.  The Debtor maintains that
Wells Fargo's claim is fully secured by the Property.

According to the ballot summaries, Wells Fargo has rejected
treatment of its claims in Class 1 of the Plan.  Impaired Class 2,
which encompasses a single secured claim held by Branch Bank &
Trust ("BB&T") for another building located at the same address as
the Property, has accepted.  BB&T's claim totals $3,341,964.
There were two unimpaired classes, Class 3 for "Other Secured
Claims" and Class 4 for "Priority Unsecured Claims," which were
not entitled to a vote.  Impaired Class 5, which is comprised of
general unsecured claims totaling $8,310, has accepted plan
treatment.

The Debtor maintains that Wells Fargo's claim is fully secured by
the Property.  It proposes to pay the full amount of that claim in
Class 1, through an amended promissory note that is fully due and
payable no later than March 31, 2017.  Wells Fargo would retain
its liens against the Property.  The revested Debtor would make a
$200,000 payment to Wells Fargo the 14th business day of the first
full calendar month following the effective date of the Plan, to
be applied to the principal balance.  Monthly payments would begin
the 14th business day of the second full calendar month following
the effective date.  Those monthly payments would be for principal
and interest, amortized over 30 years, at 4.25% interest.  Prior
to the maturity date, the revested Debtor has the option of
refinancing or selling the Property.  There must sufficient funds
to pay all amounts owed to Wells Fargo under either a refinancing
or sale scenario.  The Plan also provides for elimination of all
financial covenants in the original loan documents, including a
covenant that required a maximum unpaid principal balance of 70%
compared to the market value of the Property.

                  Interest Rate Fair & Equitable

The Court ruled that Wells Fargo is oversecured and the proposed
interest rate of 4.25% is fair and equitable.

Judge Nakagawa notes that Todd Nigro has testified that sufficient
revenues and sufficient cash reserves would be generated to meet
all ongoing operating expenses and to make all payments required
by the Plan.  His testimony is supported by Kenneth Wiles'
credible testimony that the Property is stabilized, which reduces
uncertainty regarding post-confirmation reductions or fluctuations
in tenancy for Building 11.  The Debtor's 2011 Budget generally
evidences consistent monthly net profits.  Throughout the
bankruptcy, Debtor has had sufficient revenue and assets to pay
its monthly obligations without disruption.  The Debtor's rental
projections for the Plan's duration also support a finding of
feasibility.

                      About Horizon Village

Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011.  The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.  The Hon. Mike K. Nakagawa of the U.S.
Bankruptcy Court for the District of Nevada on Nov. 18, 2011,
entered a final decree closing the Chapter 11 case of Ten Saints
LLC.

Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11-
21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to
$10 million each for Nigro HQ; and from $10 million to $50 million
in both assets and debts for Horizon Village, Ten Saints and
Beltway One.  The cases are not jointly administered.

A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.

Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Los Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.


BELTWAY ONE: Wells Fargo Appeals Plan Confirmation Order
--------------------------------------------------------
Wells Fargo Bank, N.A., asks the bankruptcy court to reconsider
its order confirming Beltway One Development Group LLC's
Reorganization Plan dated Mar. 25, 2014.

Bryce A. Suzuki, Esq., of Bryan Cave LLP, representing Wells Fargo
Bank, notes that the Debtor filed a chapter 11 plan that proposed
to "term out" Wells Fargo's claim for five years with a
substantial balloon payment at the end of the plan term.  The
Debtor also maintained that Wells Fargo is oversecured and
presented valuation testimony to that effect at the plan
confirmation trial.  This Court adopted the Debtor's value of
$11.1 million for the real property securing Wells Fargo's claim
of approximately $9.9 million (plus accrued and accruing interest,
charges, fees, and expenses).  The Debtor has also accrued
approximately $2 million in cash on hand.  Thus, unless the
Memorandum Decision and Confirmation Order are reconsidered and/or
amended, Wells Fargo would be deprived of its contractual and
statutory rights to default interest, charges, fees, and expenses,
while the Debtor's equity security owners receive an immediate
windfall of approximately $3 million in equity.

Wells Fargo objected to confirmation of the Plan for multiple
reasons.  Wells Fargo objected to the Plan's treatment of Wells
Fargo's claim as oversecured while simultaneously purporting to
eliminate default interest, charges, fees, and other expenses
recoverable by an oversecured creditor under Section 506(b) of the
Bankruptcy Code and applicable law.  Wells Fargo also objected to
the Plan's language purporting to accomplish a "cure," in light of
the Plan's undisputed impairment of Wells Fargo's claim.

The bankruptcy judge's memorandum decision concludes that
"[m]odification of default interest and elimination of late fees
and other costs is consistent with the Code and supported by the
case cited by Wells Fargo."  Mr. Suzuki contends that although
this statement is arguably defensible with respect to certain
kinds of plans (i.e., plans that pay a secured creditors' claim in
full in cash on the plan effective date), it is not an accurate
conclusion of law with respect to the Plan in this case.  Wells
Fargo's loan in this case fully matured prior to the Debtor's
bankruptcy filing.  The Plan impairs Wells Fargo's claim by
seeking to term it out for five years at a non-default rate of
interest.  Such treatment is not a "cure" within the meaning of
the Bankruptcy Code or arguably applicable caselaw.  The Plan does
not effect a cure under Entz-White nor section 1124(2)(A), and the
Debtor may not override the protections afforded an oversecured
creditor absent a true cure within the meaning of the Bankruptcy
Code.

Accordingly, Wells Fargo requests that the Court reconsider and/or
amend its Memorandum Decision and Confirmation Order to clarify:
(i) that the Plan in this case does not effect a cure within the
meaning of the Bankruptcy Code, and (ii) if confirmation is still
appropriate, that confirmation requires the inclusion of all pre-
petition and post-petition/preconfirmation default interest, fees,
and charges, as provided in the applicable loan documents.

                          Debtor Objects

Beltway One opposes Wells Fargo Bank's motion for reconsideration.

Talitha Gray Kozlowski, Esq., of Gordon Silver, tells the Court
that the Wells Fargo Loan matured on May 16, 2011.  Prior to the
maturity, Reorganized Debtor never missed a payment.  The Chapter
11 Case was commenced on July 13, 2011, and every month since
September 2011, Reorganized Debtor has tendered monthly payments
to Wells Fargo at the contract rate of interest, which total over
$1,000,000 to date.  Under the confirmed Plan, the Wells Fargo
Claim is paid in full.

Ms. Kozlowski notes that the substantial profit Wells Fargo will
receive from full repayment is apparently not  enough.  Wells
Fargo continues to demand this Court award it pre-petition and
post-petition default interest, despite the fact that: (i)
Reorganized Debtor never missed a payment prior to the Maturity
Date; (ii) Reorganized Debtor has tendered a $30,000 per month
adequate protection payment to Wells Fargo since September 2011;
and (iii) Wells Fargo made the same cure argument at the time of
Confirmation, which argument was rejected by this Court.  Default
interest will not provide any compensatory value to Wells Fargo,
and, in fact Wells Fargo has not even argued that it will.

Despite receiving full repayment of principal, prepetition contact
interest, and its reasonable attorney's fees once authorized by a
final order, Wells Fargo now requests that this Court reconsider
and amend a correct and unambiguous conclusion of law that
"[m]odification of default interest rates and elimination of late
fees and other costs is consistent with the Code and supported by
the case cited by Wells Fargo."  It is irrefutable that this Court
has the authority to modify default interest under the rule
adopted by the Ninth Circuit in In re General Elec. Capital Corp.
v. Future Media Prods., Inc. (In re Future Media Prods., Inc.),
536 F.3d 969 (9th Cir. 2008), as the Court stated in the
Memorandum Decision.  Wells Fargo nevertheless attempts to
transform the Court's references to Future Media and Great Western
Bank & Trust v. Entz-White Lumber and Supply, Inc. (In re Entz-
White Lumber and Supply, Inc.), 850 F.2d 1338 (9th Cir. 1988) into
a finding that the Reorganized Debtor's Plan effectuated an
impermissible Entz-White cure of the Wells Fargo Loan Documents.

However, Ms. Kozlowski submits that the plain language of the
Plan, Memorandum Decision, and Confirmation Order unequivocally
provide that the Wells Fargo Loan will be amended by virtue of,
among other things, an extended term and amended interest rate.
No Entz-White cure was ever contemplated, and no such cure has or
will be effectuated.  The Court should therefore enter an order
denying the Reconsideration Motion and affirm its Memorandum
Decision and Confirmation Order.  The order should expressly state
that the Plan does not effectuate a cure of the Wells Fargo Loan
Documents, and that the Court disallowed default interest pursuant
to its equitable discretion and the authority granted it by Future
Media.

                       Wells Fargo Responds

Bryce A. Suzuki, Esq., of Bryan Cave LLP, representing Wells Fargo
Bank, notes that the Debtor concedes in the opposition that (i)
the Bankruptcy Code requires the payment of Wells Fargo's
reasonable attorneys' fees and expenses; and (ii) the Plan does
not, and will not ever, effect a cure of defaults.  These
admissions alone require amendment to the  Memorandum Decision and
Confirmation Order.  The only remaining question is whether the
Bankruptcy Code requires the payment of post-petition, pre-
effective-date default interest.  The Debtor contends that the
elimination of default interest is permissible based on "equitable
considerations," and that, therefore, no alteration or amendment
to the Memorandum Decision and Confirmation Order is required.

According to Mr. Suzuki, the Debtor's new arguments in this regard
suffer from at least two fatal flaws.  First, they are raised for
the first time in the Opposition, and are contrary to the Debtor's
arguments at Plan confirmation and in its Post-Trial Brief.  The
Debtor is precluded from making these arguments now.  Second, the
Memorandum Decision and, by extension, the Confirmation Order, do
not articulate the Debtor's new arguments as the basis for
decision.  Indeed, the Memorandum  Decision discusses the concept
of "cure" at length but does not once mention "equitable
considerations."  To the extent the Court relied on equitable
considerations, they must be set forth as findings of fact and
conclusions of law pursuant to Federal Rule of Bankruptcy
Procedure 7052 with sufficient particularity to facilitate
informed appellate review.  Finally, even if the Debtor could
overcome all of the foregoing legal hurdles, there is nothing in
the record to support a multi-million dollar windfall to the
Debtor's equity holders while depriving Wells Fargo of its
contractual default rate of interest.

Accordingly, and in light of the Debtor's admissions in the
Opposition and the arguments made in the Motion, Wells Fargo
submits that the Confirmation Order must, at a minimum, be amended
(i) to clarify that the concept of cure, under Entz-White and its
progeny, is inapplicable under the circumstances of this case; and
(ii) to require the payment of post-petition, pre-effective-date
default interest, charges, fees, and expenses as part of Wells
Fargo's claim pursuant to Section 506(b) of the Bankruptcy Code
and applicable law.

                      About Horizon Village

Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011.  The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.  The Hon. Mike K. Nakagawa of the U.S.
Bankruptcy Court for the District of Nevada on Nov. 18, 2011,
entered a final decree closing the Chapter 11 case of Ten Saints
LLC.

Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11-
21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to
$10 million each for Nigro HQ; and from $10 million to $50 million
in both assets and debts for Horizon Village, Ten Saints and
Beltway One.  The cases are not jointly administered.

A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.

Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Los Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.


BERRY-HILL GALLERIES: Must Pay $3MM to 624 Art Holdings
-------------------------------------------------------
Artnet News reported that a New York arbitrator ruled that James
Hill and Berry-Hill Galleries must pay roughly $3 million to 624
Art Holdings, the name under which a private investment firm in
midtown Manhattan pursued claims against Hill and the gallery for
various unfulfilled art deals.  A copy of the article is available
at http://is.gd/buSwAM

Samuel P. Israel, Esq., represents 624 Art Holdings.

                    About Berry-Hill Galleries

New York-based Berry-Hill Galleries, Inc. -- http://www.berry-
hill.com/ -- is an American art dealer.  The Debtor and its
affiliate, Coram Capital LLC, filed for chapter 11 protection on
Dec. 8, 2005 (Bankr. S.D.N.Y. Case Nos. 05-60169 & 05-60170).
Robert T. Schmidt, Esq., at Kramer, Levin, Naftalis & Frankel,
LLP, represented the Debtors in their restructuring efforts.
Robert J. Feinstein, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., represented the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they estimated assets between $10 million and
$100 million and debts between $1 million and $50 million.


BREITBURN ENERGY: Moody's Affirms 'B1' Corporate Family Rating
--------------------------------------------------------------
Moody's affirmed Breitburn Energy Partners, L.P.'s B1 Corporate
Family Rating (CFR), B1-PD Probability of Default (PDR), and B3
senior unsecured notes rating following the company's announced
acquisition of QR Energy, LP (QRE). The rating outlook remains
stable. At the same time, Moody's placed QRE's B2 CFR, B2-PD PDR,
and Caa1 rated senior unsecured notes under review for upgrade.

"Breitburn's acquisition of QR Energy improves the company's scale
and further diversifies its asset base, growing the company's
footprint in certain high return plays such as the Permian Basin,"
commented Arvinder Saluja, Moody's Analyst. "However, given the
leveraging nature of the transaction and Breitburn's already high
debt level, it is critical that Moody's see production and cash
flow growth or equity issuance to support the capital structure
and reduce leverage."

The transaction will be a unit for unit exchange and is valued at
$3 billion, including QRE's existing debt and preferred units.
Both Breitburn's and QRE's boards of directors have approved the
transaction. Closing is expected to be late this year or early in
2015, subject to the approval of QRE unitholders, certain
regulatory approvals and customary closing conditions.

Ratings Rationale

Breitburn's rating affirmation reflects the increased size on both
a production and reserves basis, improved diversification, and
higher liquids mix achieved through the QRE acquisition. The B1
CFR is restrained by Breitburn's already high leverage profile
following last year's acquisitions and the structural risks
inherent in the MLP business model which requires continuous cash
distributions and external funding requirements in order to fund
growth.

Both Breitburn's borrowing base and commitment size on its senior
secured credit facility will increase to $2.5 billion at the close
of the transaction. The facility's maturity will be extended to
five years. Pro forma for the acquisition, Breitburn's debt to
average daily production and debt to proved developed reserves
will be about $60,000 per barrel of oil equivalent (boe) and
$12.20 per boe, respectively, both quite high for a B1 CFR.
Moody's expect the company will continue growing its production
and ensure its growth is funded in a balanced manner. The
maintenance of the stable outlook partly depends on our
expectation that Breitburn will issue equity to maintain
reasonable availability under its revolving credit facility given
its weak leverage profile.

QRE's review for upgrade reflects its potentially improved credit
profile as part of Breitburn, a larger and higher rated upstream
MLP. The review will consider any additional information regarding
the pro forma capital structure and transaction funding, and the
level of financial and operational disclosure available with
respect to QRE following close of the acquisition.

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

Breitburn Energy Partners, L.P. is an independent exploration and
production master limited partnership (MLP) headquartered in Los
Angeles, California. QR Energy, LP is a publicly-traded upstream
MLP headquartered in Houston, Texas.


BOWLMOR AMF: Moody's Affirms 'B3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service has affirmed Bowlmor AMF Corp.'s B3
corporate family rating (CFR). As part of the rating action,
Moody's has assigned a B2 rating to the new $430 million 1st lien
credit facility which includes a $400 million 7 year term loan and
a $30 million 5 year revolver. The probability of default rating
(PDR) was downgraded to Caa1-PD from B3-PD due to the change from
a first and second lien debt structure to a first lien only
structure. The rating outlook is stable.

The use of proceeds of the term loan, $200 million from a sale
leaseback agreement, and $4 million seller note is expected to
repay the existing 1st and 2nd lien term loan, fund the
acquisition of 85 bowling centers from Brunswick Corporation, add
cash to the balance sheet and pay transaction fees. The ratings on
the existing first and second lien debt will be withdrawn upon
repayment.

The acquisition will add scale and further geographically
diversify its operations which will reduce the impact of any
regional weakness. As Brunswick centers are already updated, capex
spend for the facilities are expected to be less than existing
facilities and will lead to improved free cash flow compared to
modest free cash flow prior to the acquisition. Moody's anticipate
the company will benefit from the higher revenue per center at the
Brunswick centers and the application of best practices between
the two brands.

Moody's took the following rating actions:

Bowlmor AMF Corp.

  Corporate Family Rating, affirmed B3

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

  Outlook, stable

AMF Bowling Centers, Inc.,

  $30 million 1st lien Revolving Credit Facility due 2019,
  Assigned B2, LGD2

  $400 million first lien term loan due 2021, Assigned B2, LGD2

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as provided to Moody's.

Ratings Rationale

Bowlmor AMF's B3 CFR reflect the company's high leverage of 5.7x
as of Q3 2014 pro-forma for the proposed transaction, the prior
bankruptcy filings of AMF in 2001 and 2012, and the long term
decline in bowling activity in the US. The rating reflects the
sensitivity to economic conditions for leisure bowlers as well as
the event business that caters to corporate events and private
parties. Revenue has declined over the past year due to reduced
hours of operation, less league play, unfavorable weather
conditions, bowling center closings as well as same store sales
declines.

The ratings receive support from the substantial cost savings
achieved by Bowlmor's management since Bowlmor acquired AMF upon
emergence from bankruptcy which has led to reduced leverage levels
despite revenue declines. Moody's also expect the combined company
to benefit from higher levels of group events and private parties
that Bowlmor has successfully implemented at its original Bowlmor
centers and to have greater success increasing higher margin
casual bowlers that are likely to spend more than traditional
league bowlers. Free cash flow is expected to improve given the
scale of the larger company and lower amount of capex needed for
the newly acquired Brunswick centers. Moody's expects leverage to
decline modestly from 5.7x pro-forma for the proposed transaction
as of March 31, 2014 (including Moody's standard adjustments with
lease obligations adjusted at 8x rent expense) over the next year
as a result of EBITDA growth from operating improvements and more
stable revenue performance compared to FY 2014.

Moody's anticipates that Bowlmor AMF will have good liquidity over
the next 12 months, supported by approximately $51 million of cash
on hand pro-forma for the transaction and an undrawn $30 million
revolver. Moody's expects the company to generate good free cash
flow over the projection period; however, it will be very seasonal
with peak operations in the company's fiscal 2nd and 3rd quarters.
The term loans and revolver are expected to have a maximum total
leverage test as well as a maximum capex limit.

The stable outlook reflects Moody's expectation that Bowlmor AMF
will be able to achieve operating improvements and grow EBITDA
such that leverage will decline towards 5.5x (Moody's adjusted)
over the rating horizon.

Moody's could upgrade Bowlmor AMF's ratings if leverage were to
decrease below 5.5x (Moody's adjusted) on a sustainable basis with
free cash flow to debt above 5%. Positive organic revenue growth
with a good liquidity position would also be required.

Moody's could downgrade the company's ratings if leverage were to
increase above 7x (Moody's adjusted) due to poor operating
performance or from economic weakness. Strained liquidity or a
likely covenant violation could also put downward pressure on the
ratings.

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

Bowlmor AMF is a leading bowling center operator in the US with
additional locations in Mexico. The company was created following
the merger of AMF with Strike Holdings LLC ("Bowlmor) in 2013. The
company has entered into an agreement to purchase 85 bowling
centers from Brunswick Corporation in July 2014. Pro-forma for the
acquisition, the combined company is expected to operate
approximately 338 bowling centers in the US, Mexico, and Canada
under the AMF, Brunswick, Bowlero, and Bowlmor brands. AMF Bowling
Worldwide, Inc., filed for Chapter 11 bankruptcy protection in
2001 and 2012.


CASCADE AG: U.S. Trustee Directed to Appoint Chapter 11 Trustee
---------------------------------------------------------------
Bankruptcy Judge Karen A. Overstreet on July 18, 2014, directed
the United States Trustee to appoint a Chapter 11 trustee in the
case of Cascade Ag Services, Inc.

Gail Brehm Geiger, Acting United States Trustee, moved the Court
for an order converting the Chapter 11 case to Chapter 7 or
directing the U.S. Trustee to appoint a Chapter 11 trustee or for
other appropriate relief after the Debtor's failed attempts to
reorganize and sell its assets, the Court appointed a liquidating
agent on Sept. 9, 2013, to close a sale of some of the Debtor's
assets.

According to the Acting Trustee, the Debtor is no longer operating
and cannot reorganize in Chapter 11.  The Debtor has not paid
statutory quarterly fees due to the U.S. Trustee for the second
quarter of 2013, estimated at $33,302.

The Court also ordered that Pivotol Solutions, Inc., the
Liquidating Agent in the case will hold all records of the Debtor
for a period of no less than 60 days.  The liquidating agent will
also allow the trustee to inspect those records and turnover to
the trustee any records that the trustee requests.

            Parties-in-Interest Support Trustee Motion

One PacificCoast Bank supported the appointment of a Chapter 11
trustee, as opposed to conversion to Chapter 7.  As indicated in
the U.S. Trustee's motion, a trustee must be appointed to assess
whether the Debtor holds any claims relating to the blueberry farm
listed on the Debtor's Schedule B.  OPCB agrees that a trustee is
needed to assess those claims.  The Debtor's prepetition financial
statements listed an investment in blueberries at $1.9 million.
The blueberries are located on Haller Farms' property.

OPCB holds a senior security interest in any claims relating to
the blueberries.

The Tousley Brain Stephens law firm has indicated that it is
prepared to represent a trustee in pursuing claims related to the
blueberries on a contingent fee basis, provided that some party
advances costs for the litigation.

OPCB is prepared to advance up to $100,000 in costs for the
litigation from the Kruger Foods sale proceeds to which it is
entitled, which are on deposit in the Court's registry, provided
that OPCB receives the net recoveries from the litigation after
payment of the contingent fee, reimbursement of litigation costs,
and payment of a reasonable
carve-out to the estate.

Cairncross & Hempelmann. P.S., an administrative claimant in the
case, supported the proposition that the value of the assets must
be recovered for the creditors of the estate.

The motion requested the appointment of a trustee to pursue the
recovery of the value of the rights of the Debtor related to a
blueberry farm, such property being owned by a number of entities,
commonly and collectively referred to as Haller Farms.

Columbia State Bank said it has no substantive objection to the
motion.  However, Columbia requests that the Court include in the
order a provision that the funds tendered by the Liquidating Agent
into the Court's registry, and constituting proceeds from the sale
of the personal property purchased at auction by Columbia, OPCB
and Washington Federal, are not property of the bankruptcy estate.
This will ensure that if a trustee is appointed such person will
not make a claim to the proceeds in the Court's registry.

Columbia is represented by Foster Pepper PLLC and Deborah A.
Crabbe.

The administrative claimant is represented by:

         John R. Rizzardi, Esq.
         CAIRNCROSS & HEMPELMANN, P.S.
         524 Second Avenue, Suite 500
         Seattle, WA 98104-2323
         Tel: (206) 587-0700
         Fax: (206) 587-2308
         E-mail: jrizzardi@cairncross.com

OPCB is represented by:

         Brad T. Summers, Esq.
         BALL JANIK LLP
         101 SW Main Street, Suite 1100
         Portland, OR 97204
         Tel: (503) 228-2525
         Fax: (503) 295-1058
         E-mail: tsummers@balljanik.com

                     About Cascade AG Services

Cascade AG Services, Inc., dba Pleasant Valley Farms, fdba
Mountain View Produce, Inc., fdba Staffanson Harvesting LLC, fdba
Sterling Investment Group, L.L.C., is a vegetable processing
company that processes Washington-grown cucumbers and cabbage into
pickles and sauerkraut.

Cascade AG filed for Chapter 11 bankruptcy (Bankr. W.D. Wash. Case
No. 12-18366) on Aug. 13, 2012.  In amended schedules, the Debtor
disclosed $25,522,648 in assets and $21,354,742 in liabilities as
of the Chapter 11 filing.

Lawyers at Cairncross & Hempelmann PS, in Seattle, serve as the
Debtor's counsel.  Clyde A. Hamstreet & Associates, LLC, is the
Debtor's chief restructuring officer and financial advisor.  The
petition was signed by Craig Staffanson, president.

The U.S. Trustee appointed seven creditors to the Official
Unsecured Creditors' Committee.  Lawrence R. Ream, Esq., at
Schwabe, Williamson & Wyatt PC, Seattle, represents the Committee
as counsel.

DIP lender One PacificCoast Bank, FSB, is represented by Brad T.
Summers, Esq., and David W. Criswell, Esq.

The Plan filed in the Debtor's case contemplates a $3.0 million
capital infusion.  Money contributed to fund the Plan will be used
to satisfy Administrative Expense Claims to the extent that those
Claims must be satisfied for Confirmation, unless there is
agreement with Holders of Administrative Expense Claims to defer
payment.


CHIQUITA BRANDS: Colombian Claims Dismissal No Impact on B2 CFR
---------------------------------------------------------------
Moody's views the Eleventh US Circuit Court of Appeals decision in
favor of Chiquita Brands International, Inc. as a credit positive
but it does not immediately impact the company's B2 CFR or
developing outlook at this time.


CITRUS MEMORIAL: Faces Bankruptcy w/ No Hospital Corp. Lease Deal
-----------------------------------------------------------------
Jamie Mason, writing for The Deal, reported that Citrus Memorial
Hospital could be facing bankruptcy protection if it doesn't
complete a lease transaction with Hospital Corp. of America, an
analyst has warned.

According to the report, citing Citrus Memorial spokeswoman Katie
Mehl, the Inverness, Fla.-based 198-bed community hospital, which
is located roughly 75 miles north of Tampa and is officially
called Citrus Memorial Health Foundation, is confident that the
transaction will be completed this fall and that payments from HCA
on the lease deal will be used to repay its outstanding bond debt.

Through the transaction, the board will lease the facility to
Hospital Corp. of America and Citrus Memorial Health Foundation
will step out, Mehl explained, The Deal related.


CLEAREDGE POWER: Sale to Doosan Approved; Terms of Deal Revised
---------------------------------------------------------------
The U.S. Bankruptcy Court in San Jose, California, on July 18
approved the sale of substantially all of the assets of ClearEdge
Power, Inc., ClearEdge Power LLC, and ClearEdge Power
International Services LLC to Doosan Corporation.  The buyer is a
unit of Doosan Co. Ltd., of South Korea.

In a July 25 court filing, the ClearEdge entities asked the
Bankruptcy Court to approve an amendment to the parties' asset
purchase agreement.  The Debtors also asked the Court to set a
hearing to approve the APA Amendment.

The Purchase Agreement anticipated that the Debtors and Doosan
would enter into a transition services agreement which, among
others things, would facilitate the transition of the Debtors'
business to Doosan.  The terms of the TSA have been negotiated
between Doosan and the Debtors, with input from the Official
Committee of Unsecured Creditors.  Those terms are set forth in
Amendment No. 1 To Asset Purchase Agreement dated as of July 17,
2014.

On June 30, 2014, the Debtors filed their motion seeking approval
of the sale to Doosan or to the highest and best bidder following
an auction.  On July 1, the Court approved an expedited sale
process, setting the auction for July 9 and the sale hearing for
July 11.

However, because no qualified bids were received to participate,
no auction was conducted.  Instead, at the hearing on July 11 and
July 17, the Debtors sought approval of the deal with Doosan.

According to the Sale Motion, the purchase price is equal to the
sum of (a) $20,000,000 in cash for all Purchased Assets identified
in the Purchase Agreement other than assets that are subject to an
Encumbrance securing certain specified Secured Facilities; (b) an
aggregate amount of up to $15,000,000 for all Encumbered Assets to
the extent provided in the APA, subject to the consent of the
lenders under the applicable Secured Facility to sale of such
Encumbered Assets free and clear of all such Encumbrances, and (c)
assumption of certain Liabilities as expressly set forth in the
Purchase Agreement (including, without limitation, payment of Cure
Costs in respect of Assumed Contracts up to an aggregate amount of
$12,899,000, subject to certain limitations set forth in the
Purchase Agreement).

Reuters reported that Doosan's offer is for $32.4 million.  Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that Doosan's bid was valued at about $48 million and includes the
assumption of $12.9 million in debt.

According to a Journal Inquirer report, Doosan said the plan to
acquire ClearEdge follows its merger with a South Korean fuel cell
maker for homes, FuelCellPower Co. Ltd., on July 10.

At the conclusion of the Sale Hearing, the Court approved the Sale
Motion and on July 18, the Court entered an order approving the
Sale. Subsequently on July 18, the Sale transaction was closed to
Doosan.

During the Sale Hearing, the Debtors' counsel advised the Court
that the Debtors and Doosan were in the process of negotiating
terms of the TSA which would facilitate and govern the transition
of the business corresponding to the Purchased Assets, to Doosan.
The Court then directed the Debtors to submit any such agreement
to the Court for approval.

Since the Sale Hearing, the Debtors and Doosan, together with the
Committee, continued to negotiate terms of the TSA and finalized
the terms which are embodied in the Purchase Agreement Amendment.
The Committee does not oppose approval of the Purchase Agreement
Amendment.

Certain of the terms of the APA Amendment are:

     -- The definition of "Excluded Assets" is amended to clarify
the extent to which certain cash and security deposits with Wells
Fargo Bank, N.A. are or will be included as or excluded as
Purchased Assets.

     -- The definition of "Base Purchase Price" is amended to
reflect a $200,000 downward adjustment for certain assets which
ultimately were omitted from the body of Purchased Assets (e.g.,
the chiller of Trane U.S., Inc., the energy services agreement
with New Albertsons, Inc. and certain amounts related to Wells
Fargo).

     -- The definition of "Closing Date" is amended to permit the
Closing to be on such business day as determined by Doosan in
consultation with the Debtors.

     -- The Debtors are granted access to the Books and Records
included in the Purchased Assets and the employees of the acquired
business and operations, subject to the terms and procedures set
forth in the Purchase Agreement Amendment, through the earlier of
either 18 months or the conclusion of the bankruptcy cases,
subject to extension by mutual agreement, solely for purposes
relating to the administration of the bankruptcy cases.  The
access includes the right to ask questions of, and receive
reasonable assistance with accounting, tax, human resources,
reporting, contracting or legal matters from, such employees. The
Debtors shall be responsible for and shall reimburse the costs
incurred by Doosan's compliance with this provision in responding
to the Debtors' requests, including documented out-of-pocket
expenses and compensation for employee time calculated on an
hourly basis based either on the annual salary or hourly wage, as
applicable, of the particular employee(s) facilitating and
responding to the Debtors' requests.

     -- The Debtors grant to Doosan, a license to access, use and
occupy the Debtors' premises in Hillsboro, Oregon, Irvine,
California, and Sunnyvale, California, and to remove any Purchased
Assets from such premises (subject to Doosan's obligations to
restore any damages or temporary alterations resulting from such
removal) for a period (subject to Doosan's option to extend for
one month upon written notice to the Debtors) comprised of the
remaining days in the month during which the Sale closed (i.e.,
July 2014) plus one calendar month thereafter (i.e., August 2014).
In addition to the metered costs of utilities used by Doosan,
Doosan will pay a license fee to the Debtors for use of the
Hillsboro and Irvine premises, calculated based on the monthly
rent due and operating expenses under each lease prorated for the
period of the Term.  For the Sunnyvale premises, on which the
Debtors currently remain and intend to remain for the Term period
and from which the Debtors intend to manage administration of the
bankruptcy cases, Doosan will pay 75% of the license fee.  In the
event that Doosan holds over with respect to any premises, it will
pay an additional license fee in the amount of one month of rent,
any operating expenses and any holdover fee or penalty. Doosan is
responsible for all costs and expenses for any damages or injury
caused by Doosan's use or operation of the premises but will not
have any obligation to repair or restore the premises or otherwise
for any damages or pre-existing conditions at the premises. This
provision is expressly subject to any limitations between Doosan
and Pacific Realty Associates, L.P., the landlord of the Hillsboro
premises, as set forth in the Sale Order.

     -- The Debtors will make available to Doosan (but with the
employer-employee relationship -- including payroll and benefits
obligations arising therefrom -- remaining solely between the
Debtors and each particular employee) certain of their employees
for the duration of the period ending, with respect to each
Seconded Employee, on the earliest of (a) the 30th calendar day
following the date of the Closing, (b) the date designated by
Doosan on five calendar days' notice to the Debtors or (c) the
date on which such Seconded Employee's employment with the Debtors
is terminated for any reason.  Within five business days of the
end of each month, the Debtors will deliver an invoice to Doosan
itemizing certain direct payroll costs including salary, wages,
bonuses and cash consideration paid to each Seconded Employee, and
related federal and state payroll taxes (but excluding any salary
and wages paid at a rate in excess of the rate applicable to such
Seconded Employee immediately prior to the Closing, any cash
compensation pursuant to any key employee incentive program and
any severance compensation), and Doosan will pay to the Debtors
the amount of 140% of the aggregate of all such costs. The Debtors
will maintain liability insurance with respect to the Seconded
Employees; however, Doosan will indemnify the Debtors for all
liabilities, losses, claims, attorneys' fees and expenses arising
from any act of a Seconded Employee taken at the direction of
Doosan to the extent not covered by the Debtors' insurance.

     -- The Purchase Agreement is amended to require the Debtors
to promptly pay, remit or deliver to Doosan any monies or checks
which have been sent to the Debtors and which should have been
sent to Doosan pursuant to the Purchase Agreement.

     -- The Purchase Agreement is amended to bind and inure to the
benefit of any liquidating trustee and/or plan administrator
appointed in the bankruptcy cases.

     -- The laptops of the Debtors' employees who will remain with
the Debtors to assist in the administration of the bankruptcy
cases are added to the list of "Permitted Use Assets" which the
Debtors may use after the Closing.

                        *     *     *

Prior to the July 11 Sale hearing, numerous objections, limited
objections, reservations of rights and/or other responsive papers
were filed.

U.S. Hybrid Corporation objects to the Sale to the extent it would
result in the transfer to Doosan of certificates of title to
certain buses.  U.S. Hybrid said any order approving the Sale
should provide that the Title Certificates are not included in the
Sale.

Prior to 2013, UTC Power, Inc. entered into a contract with the
Federal Transportation Administration to develop a fuel cell power
plant for use in buses.  As part of the contractual relationship,
the FTA retained ownership of the busses, and designated UTC as
the custodian of certificates of title.  UTC did not own the
busses, but merely acted as the designated holder of the title
documents  ClearEdge Power, Inc. acquired UTC in early 2013, and
as part of the acquisition, CPI obtained possession of the title
certificates for which UTC acted as custodian.

Attorneys for U.S. Hybrid Corporation are:

      Paul S. Arrow, Esq.
      Brian T. Harvey, Esq.
      BUCHALTER NEMER
      A Professional Corporation
      1000 Wilshire Boulevard, Suite 1500
      Los Angeles, CA 90017-2457
      Tel: (213) 891-0700
      Fax: (213) 896-0400
      E-mail: parrow@buchalter.com
              bharvey@buchalter.com

Oracle America, Inc., successor in interest to Oracle USA, Inc.,
filed an objection to reserve its rights with respect to certain
licenses.  It said the Debtors are prohibited from assuming, or
assuming and assigning, any Oracle agreements without first
obtaining Oracle's consent.

Oracle is represented by:

     Shawn M. Christianson, Esq.
     Ivo Keller, Esq.
     BUCHALTER NEMER P.C.
     55 Second Street, Suite 1700
     San Francisco, CA 94105-2126
     Telephone: (415) 227-0900
     Facsimile: (415) 227-0770

Wells Fargo Bank, National Association, is a secured creditor of
ClearEdge Power and holds a first priority perfected security
interest in a money market account standing in the name of CPI
that had a balance of $890,700.02 as of May 1, 2014, the
bankruptcy filing date.  The money market account secures
repayment of $625,000 in contingent liabilities of the Debtor to
the Bank for undrawn letters of credit issued by the Bank at the
request of the Debtor, plus all fees, charges and expenses
associated therewith, plus attorneys' fees and costs owing to the
Bank by the Debtor.  Wells Fargo did not consent to the sale of
the money market account free and clear of the Bank's lien.

Wells Fargo is represented by:

     Robert B. Kaplan, P.C.
     JEFFER MANGELS BUTLER & MITCHELL LLP
     Two Embarcadero Center, Fifth Floor
     San Francisco, CA 94111-3813
     Telephone: (415) 398-8080
     Facsimile: (415) 398-5584
     E-mail: rbk@jmbm.com

The Creditors Committee initially asked the Court to postpone the
sale hearing until such time as objections to the cure costs have
been resolved.

In a supplement to the Sale Motion jointly filed by the Debtors
and the Committee, they said they have collaboratively endeavored
to respond to and address the concerns raised in the Responses and
are hopeful that they will resolve most, if not all, of them by or
at the Sale Hearing.  The Debtors and the Committee also have
responded to inquiries from and issues raised by parties regarding
the Motions who did not file Responses. In the event that any
objections remain outstanding at the conclusion of the Sale
Hearing, the Debtors and the Committee asked the Court to set a
continued hearing date to consider them.  They anticipated that
any orders approving the Motions will incorporate all resolutions
to objections as set forth on the record at the Sale Hearing or
continued Sale Hearing.

                      About ClearEdge Power

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

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

John Walshe Murray, Esq., at Dorsey and Whitney LLP, serves as
counsel to the Debtors.  Insolvency Services Group, Inc., serves
as noticing and claims agent.  Gerbsman Partners was hired to
assist in the asset sale.

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

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

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

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


CLEAREDGE POWER: Ask Court to Extend Lease Decision Deadline
------------------------------------------------------------
ClearEdge Power, Inc., ClearEdge Power LLC and ClearEdge Power
International Services LLC, ask Bankruptcy Court to extend the
deadline by they may assume or reject its lease agreements with
these lessors to November 27, 2014:

   (1) Irvine Ranch Water District

   (2) Shepard-Pola, Incorporated

   (3) J. E. Shepard Company

   (4) Pacific Realty Associates

   (5) SCSH Development & Realty LLC

Thomas T. Hwang, Esq., at Dorsey & Whitney, LLP, in Palo Alto,
California, relates that ClearEdge Power are about to close a sale
of their assets to Doosan Corporation.  ClearEdge Power believe
that Doosan intend to continue operating the business and require
some of the lease agreements.

To date, Doosan designated the Shepard-Pola and J.E. Shepard
leases for assumption and assignment. Doosan may still decide on
additional leases up to three days before the closing of the sale
which could be extended to August 18, 2014. The lease agreements
may constitute valuable assets which may be included in the sale
and which are factors in the agreed purchase price. Accordingly,
Mr. Hwang points out, ClearEdge Power should not be required to
make the decision at the present time to assume or reject the
leases while the sale process is ongoing.

Mr. Hwang adds that ClearEdge Power will be in a better position
after the sale is consummated to determine if it is beneficial to
the estates to assume or reject the lease agreements.

The table describes some lease details:

   Lessor          Expiry         Location           Outstanding
   ------          ------         --------           -----------
   Irvine Ranch    April 2015     Irvine, CA                $415
   Shepard-Pola    March 2016     South Windsor, CT       75,614
   J. E. Shepard   July 2015      South Windsor, CT       35,433
   Pacific Realty  December 2015  Hillsboro, OR            2,631
   SCSHn           October 2014   Sunnyvale, CA                -

ClearEdge Power uses the Sunnyvale, California premises for its
administrative corporate headquarters functions and the
warehousing of certain service inventories.

ClearEdge is represented by:

     John Walshe Murray
     Stephen T. O'Neill
     Robert A. Franklin
     Thomas T. Hwang
     Dorsey & Whitney LLP
     305 Lytton Avenue
     Palo Alto, CA 94301
     Telephone: (650) 857-1717
     Facsimile: (650) 857-1288
     Email: murray.john@dorsey.com
            oneill.stephen@dorsey.com
            franklin.robert@dorsey.com
            hwang.thomas@dorsey.com

                      About ClearEdge Power

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

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

John Walshe Murray, Esq., at Dorsey and Whitney LLP, serves as
counsel to the Debtors.  Insolvency Services Group, Inc., serves
as noticing and claims agent.  Gerbsman Partners was hired to
assist in the asset sale.

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

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

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

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


CLOUDEEVA INC: Meeting to Form Creditors' Panel Set for July 31
---------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on July 31, 2014, at 10:00 a.m. in
the bankruptcy case of Cloudeeva, Inc. fdba Systems America, Inc.
The meeting will be held at:

         United States Trustee's Office
         One Newark Center, 1085 Raymond Blvd.
         21st Floor, Room 2106
         Newark, NJ 07102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.


CROWNROCK L.P.: S&P Raises Unsecured Debt Rating to 'B-'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on CrownRock
L.P.'s unsecured debt to 'B-' from 'CCC+' and revised its recovery
rating on this debt to '5' from '6'.  The '5' recovery rating
reflects S&P's expectation of modest (10% to 30%) recovery in the
event of a payment default.  The 'B' corporate credit rating
remains unchanged.  The outlook is stable.

The rating action reflects the company's higher PV-10 valuation
based on S&P's distressed price deck at midyear 2014 compared with
the same period last year.

The ratings continue to reflect Standard & Poor's view of the
company's "weak" business risk and "aggressive" financial risk
profiles.  S&P's assessment of the company's weak business risk
reflects its small proved reserve and production base, its
exposure to relatively risky proved undeveloped reserves (PUDs),
and its very aggressive capital spending requirements.  Partially
offsetting these weaknesses, because CrownRock is weighted
primarily to crude, S&P assess per unit earnings before interest
and taxes (EBIT) as above average relative to peers.  S&P
considers liquidity to be "adequate."  S&P applies a downward
adjustment of one notch for comparable rating analysis, based on
its assessment that the company's large percentage of PUDs will
result in much larger outspending of internal cash flows relative
to similarly rated peers.

The outlook is stable, reflecting Standard & Poor's expectation
that it is unlikely to raise or lower the corporate credit rating
over the next 12 months.

"We expect CrownRock will continue to develop its asset base, with
production and costs in line with our current projections," said
Standard & Poor's credit analyst Marc Bromberg.  "As a result, we
forecast that liquidity will remain "adequate" and that FFO to
debt will remain strong, at about 40% to 45% through 2015."

S&P could lower the rating if the company assumes a more
aggressive financial policy, with projected debt leverage growing
to and sustained above 5x (which could result in a financial
sponsor assessment of FS-6).  S&P could envision this scenario if
CrownRock relies predominantly on debt to increase its reserves
and production, and if well results (i.e. production and costs)
are weaker than S&P's expectations.

An upgrade would require proved reserves and production
commensurate with higher-rated peers, while maintaining FFO to
debt of at least 30%.  S&P thinks this is likely to require a
multiyear development program given the company's relatively small
base of production and proved reserves currently.


CROWDGATHER INC: Q Accountancy Corp. Raises Going Concern Doubt
---------------------------------------------------------------
Sundance Strategies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the fiscal
year ended April 30, 2014.

Q Accountancy Corporation expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has incurred recurring operating losses and has an
accumulated deficit.

The Company reported a net loss of $7.73 million on $1.54 million
of revenue for the fiscal year ended April 30, 2014, compared with
a net loss of $2.78 million on $1.93 million of revenue in 2013.

The Company's balance sheet at April 30, 2014, showed
$8.25 million in total assets, $206,824 in total liabilities, and
stockholders' equity of $8.04 million.

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

                       http://is.gd/CoNw5L

                      About CrowdGather Inc.

CrowdGather, Inc. (OTC BB: CRWG) -- http://www.crowdgather.com/--
is an internet company that specializes in developing and hosting
forum based Web sites.

The Company's balance sheet at July 31, 2010, showed $10.4 million
in total assets, $589,010 in total liabilities, and stockholders'
equity of $9.8 million.

As reported in the Troubled Company Reporter on July 13, 2010,
Q Accountancy Corporation, in Laguna Niguel, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the year ended
April 30, 2010.  The independent auditors noted that the Company
has incurred recurring operating losses and has an accumulated
deficit.


CRUMBS BAKE SHOP: Wins Approval to Hold Aug. 21 Auction
-------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
Crumbs Bake Shop Inc. may proceed with plans to sell itself at a
bankruptcy auction on Aug. 21, despite an objection from a newly
formed creditor committee that more time is needed to look for
prospective bidders.

According to the report, U.S. Bankruptcy Judge Michael Kaplan in
Trenton, N.J., has approved bidding procedures, that include an
$82,500 breakup fee to the stalking horse bidder, which is an
investor group that includes Dippin' Dots owner Fischer
Enterprises and reality TV show host Marcus Lemonis.  The lead
bidder has a $6.5 million credit bid, the Journal noted.  A
hearing to approve the sale is scheduled to take place on Aug. 26,
the Journal added.


                      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.


DETROIT, MI: Emergency Manager Calls for Postbankruptcy Monitor
---------------------------------------------------------------
Matthew Dolan, writing for The Wall Street Journal, reported that
the city of Detroit would get a monitor to ensure its progress
toward cutting $7 billion in long-term obligations and keeping its
finances in order, according to the latest version of a debt-
cutting plan submitted by the city's emergency manager.

According to the report, now in its fifth version, the more-than-
900-page plan filed in federal court serves as the proposed road
map designed by Detroit Emergency Manager Kevyn Orr to guide the
city out of the nation's largest municipal bankruptcy and back
into solvency.

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


EAST COAST BROKERS: Stellaro Bay Case Dismissed
-----------------------------------------------
Hon. K. Rodney May of the Bankruptcy Court for the Middle District
of Florida, Tampa Division, on July 3, 2014, authorized the
dismissal of Stellaro Bay, Inc.'s Chapter 11 case.  Gerald A.
McHale, Jr., the Chapter 11 Trustee, requested the dismissal.  The
dismissal was premised upon payment of U.S. Trustee fees, court
fees, and a payment to the IRS.

As reported by Troubled Company Reporter on June 5, 2014, the
Chapter 11 trustee said the claims of Accomack County Treasurer
and MLIC Asset Holdings, LLC have been satisfied.  Stellaro Bay's
bankruptcy estate has only one remaining unsecured creditor, the
IRS, and this claim will be paid in full in accordance with the
dismissal procedures.

The Chapter 11 Trustee tells the Court that it has weighed the
costs of the plan process against the benefits of the proposed
dismissal, and has found that dismissal is far more preferable
for creditors than conversion.  The proposed dismissal will
enable the Trustee to pay the remaining creditor in full.  The
Chapter 11 Trustee says it believes that the Chapter 11 plan
process would not be in the best interests of the estate and its
creditors because of the substantial costs and delay associated
with the plan process, which might result in either a decreased
distribution to unsecured creditors or a delay in payment.  As
such, dismissal of this Chapter 11 Case is in the best interests
of the creditors, the Chapter 11 Trustee notes.

The Chapter 11 Trustee requests that the Court approve the
dismissal of the Chapter 11 Case upon these terms, among other
things:

  -- On the disbursement date, the Trustee shall pay from the
     proceeds of the sale of the Debtor's personal property the
     claim of the IRS in the amount of $2,030.

  -- After the distribution to the Internal Revenue Service, the
     Trustee will pay the United States Trustee fees accrued
     through the date of the dismissal;

  -- After payment, the Trustee shall pay himself a statutory
     fee of $47,360 based on the disbursement of all cash in
     the estate;

  -- Because Battista Madonia, Jr. and Evelyn Madonia own 100% of
     the stock in Stellaro Bay, following payment of the amounts
     set forth above, the balance of the cash on hand shall be
     transferred to the Madonias' bankruptcy estate for
     distribution to the holders of allowed claims against the
     Madonias' bankruptcy estate; and

  -- Within two business days following the Disbursement Date, the
     Trustee shall file a notice with the Court certifying that
     the claims have been paid as proposed in the motion.

                    About East Coast Brokers

East Coast Brokers & Packers, Inc., along with related entities,
sought Chapter 11 protection (Bankr. M.D. Fla. Lead Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.

The debtor-affiliates are Batista J. Madonia, Sr. and Evelyn M.
Madonia (Case No. 13-02895); Circle M Ranch, Inc., Case No.
13-02896); Ruskin Vegetable Corporation, Case No. 13-02897);
Oakwood Place, Inc. (Case No. 13-2898); Byrd Foods of Virginia,
Inc. (Case No. 13-03069); Eastern Shore Properties, Inc. (Case No.
13-03070); and Stellaro Bay, Inc. (Case No. 13-3071).

Scott A. Stichter, Esq., and Susan H. Sharp, Esq., at Stichter,
Riedel, Blain & Prosser, P.A., in Tampa, serve as counsel to the
Debtors.  Steven M. Berman, Esq., and Hugo S. deBeaubien, Esq., at
Shumaker, Loop, & Kendrick, LLP, in Tampa, are the Debtors'
special counsel.

In June 2013, the bankruptcy court approved the appointment of
Gerard A. McHale, Jr., to serve as Chapter 11 trustee.  MLIC Asset
Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court
to appoint a Chapter 11 trustee, or, in the alternative, dismiss
the Debtors' Chapter 11 cases.  According to the MLIC entities,
the Debtors, among other things had mishandled the potential rents
from employees, failed to pay taxes, failed to maintain insurance,
has inadequate security regarding the Debtors' personal and real
property, and delayed the filing of schedules and reports required
under the Bankruptcy Code.

Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee,
Fla., represents the Chapter 11 trustee as counsel.


EL PASO LLC: Fitch Withdraws 'BB+' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has withdrawn the Issuer Default Rating (IDR) for El
Paso LLC (EP, formerly El Paso Corporation) in a July 28, 2014
ratings release. Debt securities that were obligations of EP are
now direct obligations of Kinder Morgan, Inc. (KMI).

EP's 'BB+' rated unsecured notes and debentures were assumed by El
Paso Holdco LLC in late 2013 and, on June 30 2014, El Paso Holdco
LLC was merged into KMI with KMI being the surviving company. The
former EP notes and debentures maintain their 'BB+' ratings as
direct obligations of KMI.

The Troubled Company Reporter previously reported on May 22, 2014,
that Fitch Ratings affirmed the Issuer Default Rating (IDR) and
debt ratings for Kinder Morgan Energy Partners, L.P. (KMP) at
'BBB' and the IDRs for Kinder Morgan, Inc. (KMI) and El Paso LLC
(EP, formerly El Paso Corporation) at 'BB+'.


EP MINERALS: Moody's Assigns 'B3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) to EP Minerals, LLC, B2 ratings to its proposed $175 million
first lien term and $25 million first lien revolving credit
facility, and a Caa2 rating to its proposed $75 million second
lien term loan. Proceeds from the new term loans and revolver will
be used to repay approximately $132 million of existing debt and
to fund a $120 million distribution to shareholders. The outlook
is stable.

"The proposed financing will raise leverage to finance a
distribution to shareholders and extend existing debt maturities,"
said James Wilkins, Moody's Vice President and lead analyst for EP
Minerals. "The B3 Corporate Family Rating reflects the high
initial leverage and modest size of the issuer."

The following summarizes the ratings activity:

Ratings Assigned:

EP Minerals, LLC

Corporate Family Rating - B3

Probability of Default Rating - B3-PD

$25 million Sr sec revolving credit facility due 2019 - B2, LGD3

$175 million Sr sec first lien term loan due 2020 - B2, LGD3

$75 million Sr sec second lien term loan due 2021 - Caa2, LGD5

Outlook: stable

Ratings Rationale

EP Minerals' B3 CFR reflects the company's elevated leverage (debt
greater than sales), modest size (revenues less than $200 million)
and reliance on one major product line (diatomaceous earth). The
company's leverage will be greater than 6x as of 31 May 2014, pro
forma for the proposed financing (up from 3.8x) and while Moody's
anticipates the company will use excess cash flow to reduce
leverage, event risk (including the potential for acquisitions and
further dividends) could result in alternative uses for free cash
flow. The company derives approximately 85% of revenues from the
sale of diatomaceous earth (DE) used in filtration applications,
as absorbents and as functional additives. The company also sells
montmorillonite clay (used as an absorbent), and perlite (used in
filtration applications). It has mines that feed six associated
processing plants in the US; exports constitute 30% of its
revenues.

EP Minerals serves diverse end markets (over 2400 customers in
more than 70 industries), has developed application expertise
associated with its products and benefits from its leading
positions in its niche markets for DE. All of the company's six
production facilities are fed by mines with reserve lives in
excess of 35 years. Capital costs for the development of mines and
processing facilities combined with the limited volumes sold for
any one end use serve as a barrier to entry for potential
competition. The brewing industry, EP Minerals' largest segment
(though just 9% of ex-plant revenues), is effectively flat to
modestly declining in the US. Potential substitutes for its
products exist. The company's March 2013 acquisition of Moltan
further expanded its core businesses and reserves available for
mining. However, the acquisition has lowered EP Minerals' margins,
but due to synergies, Moody's expects its EBITDA margins to return
to near 22%.

The rating outlook is stable, reflecting Moody's expectations the
company will continue to experience revenue growth, generate
double-digit margins and produce positive free cash flow that will
provide the ability to delever. There is limited upside to the
rating given the company's small revenue base and narrow product
portfolio. However, the ratings could be upgraded if revenues grew
to in excess of $250 million and leverage (Debt/EBITDA) were to
decline below 4.5x for a sustained period. The ratings could be
downgraded if EP Minerals' leverage rises above 7.0x and it does
not generate positive free cash flow for a sustained period.

EP Minerals' will have good liquidity supported by its cash
balances (expected to be $10 million following the proposed
transactions), steady positive free cash flow generation and its
undrawn $25 million five year revolving credit facility. The new
financing will increase the size of the company's revolving credit
facility by $5 million to $25 million. There will be no near-term
debt maturities (the first lien term loan matures in 2020), but
the company will be required to make quarterly debt amortization
payments at a rate of 1% per year on the first lien term loan
($1.75 million p.a.). The company's low capital expenditure
requirements support free cash flow generation. The term loans and
revolver have one financial covenant, a maximum consolidated
leverage ratio (net debt / EBITDA), which Moody's anticipates the
company will comply with through 2015.

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

EP Minerals, headquartered in Reno, Nevada, produces diatomaceous
earth (DE), perlite filter aids, and clay absorbents. These
products are predominately used as filtration media, functional
additives, and absorbents. The company has six production
facilities located in the United States. EP Minerals was acquired
by private equity firm Golden Gate Capital, based in San
Francisco, in 2011. Revenues for the twelve months ended May 31,
2014, were approximately $188 million.


EQT MIDSTREAM: Moody's Assigns 'Ba1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a Ba1 Corporate Family Rating
(CFR) to EQT Midstream Partners, LP (EQM) and a Ba1 rating to its
planned issuance of $500 million senior notes. Moody's also
assigned a SGL-2 Speculative Grade Liquidity rating and a stable
rating outlook. Proceeds from the offering will be used to repay
revolver borrowings and add cash to the balance sheet to fund
future capital expenditures.

"EQM's Ba1 ratings reflect its high quality asset base supported
by long-term fee-based contracts, low financial leverage and
continued support from its parent, EQT Corporation," commented
Pete Speer, Moody's Senior Vice President. "While the partnership
is poised to benefit from the rising production in the Marcellus
Shale, its relatively small scale and high level of geographic
concentration restrained the ratings to Ba1."

Ratings Rationale

The Ba1 CFR incorporates Moody's view of EQM's stand alone credit
profile of Ba2 with one notch of ratings uplift to reflect its
strategic importance to EQT Corporation (EQT, Baa3 stable). EQM is
a master limited partnership (MLP) controlled by EQT, which owns
the general partner (GP) interest in EQM and about a 34% limited
partner (LP) interest in the partnership. Moody's expects that EQT
will continue to support EQM's growth through conservatively
funded asset drop downs. The cash added to the balance sheet from
the notes offering and increased revolver borrowing availability
will help EQM fund future acquisitions from EQT.

The planned senior notes and the revolver are unsecured and are
expected to be pari passu within the capital structure. As a
result, the senior notes are rated the same as the Ba1 CFR under
Moody's Loss Given Default Methodology.

EQM's pipelines are critical for moving natural gas within the
Marcellus Shale to long haul pipelines, as production in the
region continues to ramp up while takeaway capacity struggles to
keep pace. The partnership has secured long term fee-based
contracts to avoid commodity price risk and mitigate volume risk.
Although EQT is its predominant customer, EQM is growing its third
party customer base because of the strategic location of its
assets.

This debt offering increases EQM's financial leverage but from
very low present levels. Moody's expects debt/EBITDA to be at or
below 2.5x by the end of 2014 and trending towards 2.0x in 2015.
This low financial leverage serves to mitigate the risks of EQM's
small asset scale and high geographic and basin concentration
relative to Ba1 and Baa3 rated midstream MLP peers. It also
enables the partnership to fund potential large new pipeline
projects without increasing its financial leverage above
management's longer term target of around 3.5x.

EQM's SGL-2 rating reflects its good liquidity, with full
availability under its $750 million committed revolving credit
facility and a sizable cash balance following the planned senior
notes issuance. EQM will spend about $225 million to $250 million
in capex in 2014. Cash and availability under the revolver should
be sufficient to cover this investment and anticipated
distributions in excess of operating cash flows.

The stable outlook is based on Moody's expectation that EQM will
continue to fund drop downs in a balanced manner, maintaining
conservative financial leverage relative to peers as it grows both
its asset base and earnings. Assuming the continued ownership and
support from EQT, the ratings could be upgraded if EBITDA and net
Property, Plant & Equipment grow to $500 million and $2 billion,
respectively, and there is sufficient clarity regarding the cost
and funding plans for the large pipeline projects to establish
that debt/EBITDA is likely to remain below 3.5x. If future asset
purchases from EQT or organic growth projects do not have
sufficient equity funding then leverage could rise and pressure
the ratings. Debt/EBITDA sustained above 4.5x could result in a
ratings downgrade. A downgrade of EQT could also pressure EQM's
ratings.

Assignments:

  Corporate Family Rating Ba1

  Probability of Default Rating Ba1-PD

  Senior Unsecured Notes Rating Ba1 (LGD4)

  Speculative Grade Liquidity Rating SGL-2

  Outlook Stable

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

EQT Midstream Partners, LP is headquartered in Pittsburgh,
Pennsylvania and owns and operates midstream assets in the
Appalachian basin.


F & H ACQUISITION: Seeks Oct. 13 Extension of Plan Exclusivity
--------------------------------------------------------------
F&H Acquisition Corp. has requested an extension of its exclusive
period to file a Plan of Reorganization and solicit acceptances
thereto in its Chapter 11 case in the Bankruptcy Court for the
District of Delaware.  This is the Debtor's second request for an
extension.  The Debtor is seeking an extension to October 13, 2014
to file its Plan of Reorganization and to December 10 to solicit
acceptances.  The Debtor contends that there is "cause" for the
extension under Sec. 1121(d) of the Bankruptcy Code.  The Debtor
contends that its case is a large and complex one which
encompasses over 100 restaurant chains in 27 states that employs
over 6,000 people. The Debtor has also made progress in its case
by selling most of its assets and working on an exit strategy.
The extension will not prejudice creditors.  In fact, an extension
will lead to an orderly, efficient, and cost-effective winding
down of the Debtor's business.

The Debtor has requested that Hon. Kevin Grass consider its
extension request at the omnibus hearing scheduled for August 11
in Wilmington.

                  About F & H Acquisition Corp.

Wichita, Kansas-based F & H Acquisition Corp., et al., owners of
the Fox & Hound, Champps, and Bailey's Sports Grille casual dining
restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead
Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets.

As of the bankruptcy filing, the Debtors have 101 restaurants
located in 27 states and 6,000 employees.  Sales decreased by
approximately 9 percent over the past two years.  The Debtors also
experienced significant inflation in commodity prices, energy
prices and labor costs.

F&H estimated assets in excess of $100 million.  According to a
court filing, outstanding debt obligations total $119 million,
including $68.4 million owing on a first-lien loan with General
Electric Capital Corp. as agent.  The $11.2 million second-lien
obligation has Cerberus Business Finance LLC as agent.  Unsecured
trade suppliers and landlords are owed $11.2 million.

F & H Acquisition Corp., disclosed $122,115,200 in assets and
$122,579,631 in liabilities as of the Chapter 11 filing.

The senior lenders are to provide $9.6 million in financing for
the bankruptcy, with $3.5 million on an interim basis.

The parent holding company, F&H Acquisition Corp., is based in
Wichita, Kansas.

The Debtors are represented by Robert S. Brady, Esq., Robert F.
Poppiti, Jr., Esq., and Rodney Square, Esq., at Young, Conaway,
Stargatt & Taylor, LLP of Wilmington, DE; and Adam H. Friedman,
Esq., Jordana L. Nadritch, Esq., and Jonathan T. Koevary, Esq. at
Olshan Frome Wolosky, LLP of New York, NY.  Imperial Capital LLC
as financial advisor; and Epiq Bankruptcy Solutions as claims and
noticing agent.

The U.S. Trustee appointed seven members to an official committee
of unsecured creditors.  The Official Committee of Unsecured
Creditors is represented by Bradford J. Sandler, Esq., at
Pachulski Stang Ziehl & Jones, LLP, in Wilmington; and Jeffrey N.
Pomerantz, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Los
Angeles, California.


FISKER AUTOMOTIVE: Wins Confirmation of Chapter 11 Plan
-------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Fisker Automotive, now called FAH Liquidating, received court
approval on a Chapter 11 plan that will distribute money raised in
the bankruptcy sale of the manufacturer of luxury hybrid sedans.

According to the report, Judge Kevin Gross said the plan "is a
very favored plan," noting that all affected creditors voted
overwhelmingly in support of the plan.  In recent weeks, the
Chapter 11 plan was changed to incorporate a settlement with
company's purchaser, which will end a "material litigation risk,"
the Journal said.

                     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.


FISKER AUTOMOTIVE: New Owner to Launch Second Car in 2017
---------------------------------------------------------
Ryan Beene, writing for Crain's Automotive News, reported that the
chairman of Wanxiang Group Co., Lu Guanqiu, told reporters in
Washington on Friday that a new Fisker nameplate is in the works.
He hopes to launch a second model that would join the $100,000
Karma luxury plug-in hybrid in 2017.  He did not provide details
about the vehicle or where it would be assembled.

Wanxiang purchased Fisker and lithium ion battery supplier A123
Systems in bankruptcy.

                     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.


FISKER AUTOMOTIVE: Bankruptcy Court Confirms Chapter 11 Plan
------------------------------------------------------------
FA Liquidating Corp. (F/K/A Fisker Automotive, Inc.) and FAH
Liquidating Corp. (F/K/A Fisker Automotive Holdings, Inc.) on
July 28 disclosed that the United States Bankruptcy Court for the
District of Delaware has confirmed its chapter 11 plan.

The Company received court approval of its sale to Wanxiang Group
Corp. in February for $149.2 million.  In April, the Company
announced it had signed a global settlement term sheet with Hybrid
Tech Holdings, LLC, which provided post-petition financing, and
the Company's Unsecured Creditors' Committee to distribute the
proceeds of the sale to the Company's creditors.

"This fully consensual resolution could not have been reached
without the diligent negotiations of the Company, Hybrid, and the
Committee," said Marc A. Beilinson, Chief Restructuring Officer of
the Company.  "We are grateful for their commitment to achieving a
fair outcome for everyone involved and facilitating the
distribution of the proceeds in an efficient and timely manner."

The Company is being advised by Kirkland & Ellis LLP and Pachulski
Stang Ziehl & Jones LLP as counsel, Evercore Partners as
investment banker and Beilinson Advisory Group as restructuring
advisor.  The Committee is being advised by Brown Rudnick LLP and
Saul Ewing LLP as counsel and Emerald Capital as investment
banker.  Hybrid is being advised by Quinn Emanuel Urquhart &
Sullivan LLP, Keller & Benvenutti LLP, and Schnader Harrison Segal
& Lewis LLP.

                     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.


FORT IRWIN: Moody's Lowers Rating on Class III Bonds to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service has downgraded the rating to A2 from A1
on the Fort Irwin Land LLC Military Housing Revenue Bonds Class I
2005 Series A Bonds; downgraded the rating to Baa1 from A3 on the
Class II bonds and downgraded the rating to Ba2 from Ba1 on the
Class III bonds. The outlook on the ratings is negative. $403
million in debt is affected by these actions.

Ratings Rationale

The rationale downgrade of all three tranches is based on three
key factors: (1) the expectation that occupancy and debt service
coverage will remain at current, low levels through 2014; (2) the
potential for high levels of volatility in coverage going forward
as BAH and occupancy metrics fluctuate; (3) for Class III, the
potential for a tap to the surety bond if lower revenues drive
debt service coverage down further.

Strengths

-- The project received a 6.4% weighted average BAH increase in
   2014, which somewhat offsets the occupancy challenges that
   have faced the project in 2013 and 2014

-- All of the construction included in the original project's
   scope has been completed, and the army made an equity
   investment of $31 M in the project in 2009 order to bring an
   additional 92 units online in September 2011

-- Fort Irwin is an essential Army installation. The base is the
   Army's National Training Center (NTC), with over 642,000 acres
   of space, approximately the size of Rhode Island

Challenges

-- Project occupancy softened in the past 12 months; Moody's
   believe that the occupancy decline resulted from a slow-down
   in permanent change of station(PCS) moves to Irwin as a result
   of federal government budget pressures; the future of the PCS
   moves remains uncertain at this time

-- Debt service coverage declined as of the 2013 audit to 1.77x
   on the Class I bonds, 1.35x on the Class II bonds and 1.01x on
   the Class III bonds and Moody's anticipate that coverage will
   remain close to these levels through 2014

Outlook

The negative outlook on the ratings reflects the potential for
future downgrades if BAH rates decline, if continued budget
pressures drive project occupancy down further, or if expenses
increase.

What Could Change The Rating UP

-- While an upgrade is unlikely at this time, increases in debt
    service coverage per tranche, project occupancy stabilizing
    at higher levels and sustained BAH increases could result in
    a stable outlook in the near term.

What Could Change The Rating DOWN

-- Rating downgrades could result from further declines in debt
    service coverage, decrease in the BAH in 2015, a tap to the
    debt service reserve surety, or downgrade of the surety
    provider.

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


FREEWAY ISLAND: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Freeway Island, LLC
        1893 Skyline Drive, #204
        Ogden, UT 84403

Case No.: 14-27766

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: July 28, 2014

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Hon. R. Kimball Mosier

Debtor's Counsel: Tyler J. Jensen, Esq.
                  LEBARON & JENSEN, P.C.
                  476 West Heritage Park Blvd., Suite 230
                  Layton, UT 84041
                  Tel: (801) 773-9488
                  Fax: (801) 773-9489
                  Email: tylerjensen@lebaronjensen.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Doyle Johnstun, partner.

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


FURNITURE BRANDS: Confirms Plan Incorporating Global Settlement
---------------------------------------------------------------
The Bankruptcy Court in Delaware on July 14 entered an order
confirming the Second Amended Joint Plan of Liquidation of FBI
Wind Down, Inc., formerly known as Furniture Brands International,
Inc., and its debtor affiliates.

As reported in the Troubled Company Reporter on July 22, 2014, the
Plan filed by Furniture Brands, which sold its business to KPS
Capital Partners LP, incorporates both a global settlement between
the furniture maker and the Official Committee of Unsecured
Creditors resolving issues that "materially impact" creditor
recoveries and a settlement with the Pension Benefit Guaranty
Corp., Bill Rochelle, the bankruptcy columnist at Bloomberg News,
reported.  The company then obtained the Committee's support of
the Plan because of the settlement, BankruptcyData reported.
General unsecured creditors will recover 3.4 percent to 13.9
percent on as much as $370 million owed, depending on which of the
Furniture Brands companies owes the debt, Mr. Rochelle added.

The Official Committee of Unsecured Creditors, by its co-counsel,
Hahn & Hessen LLP and Blank Rome LLP, support the Second Amended
Plan which represents the culmination of months of negotiations
with potential purchasers, creditors, and other parties in
interest.

Matt N. Lassman SEP IRA, Matt N. Lassman Traditional IRA, Matt N.
Lassman Roth IRA, Matt N. Lassman, jointly with Megan B. Lassman
with rights of survivorship, and Matt N. Lassman, as a partner of
the Lassman Family Ltd Partnership, collectively, the court-
appointed Lead Plaintiff, in the consolidated securities class
action styled as Keith Carter, Individually and on Behalf of All
Others Similarly Situated v. Furniture Brands International, Inc.,
pending in the U.S. District Court for the Eastern District of
Missouri, on behalf of all persons or entities who purchased or
otherwise acquired common stock of the Debtors between Feb. 13,
2013 and Aug. 5, 2013 -- objected to confirmation of the Amended
Plan.  The Lead Plaintiff cited these grounds:

   a) the Plan should affirmatively exclude Lead Plaintiff and the
Putative Class from the Plan Injunction to the extent it may
enjoin the ability of Lead Plaintiff and the Putative Class to
conduct third-party discovery of Debtors (or the Liquidating
Trust) at the appropriate time;

   b) the permanent extension of the automatic stay under 11
Section 362(a) of the Bankruptcy Code is improper and violates the
Bankruptcy Code;

   c) Lead Plaintiff and the Putative Class are entitled to
proceed with their claims against the Debtors to the extent of
available insurance, irrespective of any injunctions or
distributions under the Plan; and

   d) the Plan does not provide an adequate protocol for the post-
confirmation preservation of books and records by the Liquidating
Trust that may be relevant to the Securities Litigation.

The United States, on behalf of its creditor and party-in-interest
Internal Revenue Service, objected to the Amended Plan of the
Debtors saying that, among other things, the amendment of the
proofs of claim must be within the discretion of the Bankruptcy
Court and must be freely allowed where the purpose is to do such
thing as cure defects and describe a greater particularity.

IRS has asserted, among others, an amended general unsecured and
unsecured priority, prepetition claim against Lane Furniture
Industries, Inc., in the amount of $6,533.

Gary M. Vodicka filed a secured proof of claim in the amount of
$1,791, an unsecured proof of claim in the amount of $60,000, and
an adversary proceeding seeking a judgment against a certain
property.  Mr. Vodicka objected to the Plan provision that
effectively grants a release to non-debtors, i.e. Heritage Home
Group, LLC, and KPS Capital Partners, L.P.

Mark Kielas, creditor and owner of Custom Installation Inc.,
objected to the Debtors' claim that the credit's claim was filed
after applicable bar date of Nov. 29, 2013.  Mr. Keilas said the
claim must be allowed because the Debtor is owed $701 for drapery
installation for FBI Wind Down, Inc. (formerly known as Furniture
Brands International, Inc.) customer (Tricia Schirmers located at
8766 Black Maple Drive, Eden Prairie, MN and Christy Czarnecki,
8707 Stone Field Lane, Chanhassen, Minnesota.

                      About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engaged in the designing,
manufacturing, sourcing and retailing home furnishings. Furniture
Brands markets products through a wide range of channels,
including company owned Thomasville retail stores and through
interior designers, multi-line/ independent retailers and mass
merchant stores.  Its brands include Thomasville, Broyhill, Lane,
Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

The balance sheet at June 29, 2013, showed $546.73 million in
total assets against $550.13 million in total liabilities.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

The official creditor's committee is comprised of the Pension
Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers.
The Committee tapped Blank Rome LLP as co-counsel, Hahn &
Hessen LLP as lead counsel, BDO Consulting as financial advisor,
and Houlihan Lokey Capital, Inc., as investment banker.

In November 2013, Furniture Brands won bankruptcy court approval
to sell the business to KPS Capital Partners LP for $280 million.
Private-equity investor KPS formed a new company named Heritage
Home Group LLC to operate the business.  Furniture Brands changed
its name to FBI Wind Down, Inc., following the sale.


GORDIAN MEDICAL: Wants to Extend Del Signore DIP Financing
----------------------------------------------------------
Gordian Medical, Inc., doing business as American Medical
Technologies, seeks the Bankruptcy Court's authority to extend the
terms of a Debtor-in-Possession financing arrangement with Gerald
Del Signore to December 31, 2014, retroactive to February 1, 2014.

Samuel R. Maizel, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Los Angeles, California, tells the Court that the DIP financing is
essential for Gordian Medical to:

   (a) continue operations while it seeks to resolve disputes with
       the Centers for Medicare and Medicaid Services, the
       Internal Revenue Service and the Franchise Tax Board; and

   (b) adhere to its commitment to the official committee of
       unsecured creditors that the weekly bank balance will be
       maintained at $3.5 million.

In 2013, Gordian Medical sought and obtained approval for the DIP
financing, which provides that Mr. Del Signore will advance sums
necessary to maintain a weekly cash balance of $3.5 million for
Gordian Medical. Mr. Del Signore could be paid out of Gordian
Medical's funds if the cash balance was more than $4 million.
Although the cash balance in the accounts has, at times, exceeded
$4 million, Mr. Del Signore has not sought repayment of any
advances.

All DIP financing obligations expired on February 1, 2014.

Factors that led to the DIP financing are still extant. Mr. Maizel
points out that Gordian Medical has a cash shortfall of $250,000
per month. While this can vary greatly, and it is doing all it can
to increase cash receipts and reduce expenditures, to maintain
that minimum cash balance requires that it has the borrowing
ability provided by the DIP financing.

Gordian Medical filed its plan of reorganization on August 23,
2013. The hearing on confirmation of the plan has also been
continued numerous times to facilitate a resolution of the
disputes with CMS.

Gordian Medical has reached a tentative agreement with CMS and the
IRS on settlements of their claims and is negotiating a settlement
with the FTB. Once the terms of those settlements are final, it
will revise the plan and re-file it to incorporate the resolution
of the CMS, IRS and FTB claims, as well as other claims against
the estate, says Mr. Maizel.

If the DIP financing is not extended, Mr. Maizel explains that
Gordian Medical will immediately be compelled to pay to the
non-government unsecured creditors up to the amount of their
claims but no less than $1.5 million, with any residual funds
being repaid to Mr. Del Signore. While it is hopeful that
creditors will be paid in full either through a plan or by the DIP
lender, Gordian Medical believes that enforcing repayment of the
advances now is an unnecessary and ill-advised financial burden
that risks it being incapable of paying operational expenses as
they come due, and honoring its commitment to the committee to
maintain a cash balance of no less than $3.5 million on a weekly
basis in its accounts.

As agreed by the parties, the Court extended the hearing on this
request to August 4, 2014.

Attorneys for Gordian Medical are:

     Samuel R. Maizel, Esq.
     Scotta E. McFarland, Esq.
     PACHULSKI STANG ZIEHL & JONES LLP
     10100 Santa Monica Blvd., 13th Floor
     Los Angeles, CA 90067
     Telephone: 310/277-6910
     Facsimile: 310/201-0760
     E-mail: smaizel@pszjlaw.com

                      About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted.  Irvine, California-based Gordian Medical provides
supplies and services to treat serious wounds.  The Debtor has
active relationships with and serves patients in more than 4,000
nursing facilities in 49 states with the heaviest concentration of
the nursing homes being in the south and southeast sections of the
United States.

In its schedules, the Debtor disclosed $37,877,279 in assets and
$7,585,271 in liabilities as of the Petition Date.

Judge Mark S. Wallace oversees the case.  Jeffrey L Kandel, Esq.,
Teddy M Kapur, Esq., Samuel R. Maizel, Esq., and Scotta E.
McFarland, Esq., at Pachulski Stang Ziehl & Jones LLP, represent
the Debtor as counsel.  Fulbright & Jaworski LLP serves as the
Debtor's special regulatory counsel.  Loeb & Loeb LLP serves as
the Debtor's special tax counsel.

GlassRatner Advisory & Capital Group LLC serves as the Debtor's
financial advisor.

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GRAY TELEVISION: SJL Deal No Impact on Moody's 'B3' CFR
-------------------------------------------------------
Moody's says on July 24, 2014, Gray Television, Inc. announced its
agreement with SJL Holdings, LLC ("SJL") to acquire WJRT-TV, an
ABC affiliate serving the Flint-Saginaw-Bay City, MI market and
WTVG-TV, an ABC/CW affiliate serving the Toledo, OH market for
approximately $128 million in cash. There is no immediate impact
to Gray's debt ratings or the positive outlook as Moody's expect
overall financial metrics and operating performance to remain
within the B3 Corporate Family Rating. The transaction does not
increase debt-to-EBITDA ratios above 6.2x pre-transaction levels
(pro forma for recently closed Hoak transaction, including Moody's
standard adjustments); however, net leverage increases nominally.
The acquisition is subject to regulatory approval and is expected
to close by Q4 of 2014.

Moody's Issuer Comment, "Gray Television's acquisition of two
stations from SJL has no immediate impact on credit ratings or
positive outlook" can be found on moodys.com.

Gray, headquartered in Atlanta, GA, is a television broadcaster
that will own 77 Big Four network affiliated television stations
serving 44 mid-sized markets (ranked #61 to #208), plus 65
additional channels covering roughly 8.1% of US households.
Network affiliations for primary stations include 27 CBS, 24 NBC,
16 ABC, and 10 FOX stations. The company will operate the #1 or #2
ranked stations in 40 of 44 markets. Gray is publicly traded and
its shares are widely held with the estate and affiliates of the
late J. Mack Robinson collectively owning approximately 14% of
common stock. The dual class equity structure provides these
affiliated entities with roughly 48% of voting control. Pro forma
for announced transactions, the company's revenue is roughly $460
million for LTM December 2013.


GSE ENVIRONMENTAL: Bankruptcy Court Confirms Reorganization Plan
----------------------------------------------------------------
GSE Environmental, Inc. on July 28 disclosed that it has received
confirmation of its Plan of Reorganization from the Bankruptcy
Court for the District of Delaware, which has been overseeing the
Company's Chapter 11 proceedings following its voluntary filing on
May 4, 2014.  The Plan received full support from all of the
Company's major stakeholders.  The confirmation clears the way for
GSE to emerge from its court-supervised financial restructuring
shortly.

Chuck Sorrentino, Chief Executive Officer of GSE, said, "We are
pleased to have reached this important milestone and look forward
to exiting Chapter 11 shortly.  We have used this process to
establish a new capital structure with a substantially stronger
balance sheet.  We expect to emerge as an even more competitive
and well-capitalized company, with excellent liquidity and greater
financial flexibility to accelerate our growth and continue to
meet the evolving needs of our customers."

The pre-arranged restructuring plan that has been confirmed by the
Court will eliminate a substantial amount of debt and secure
additional capital for GSE on a going forward basis.  The Plan
provides for the payment in full and in the ordinary course for
the Company's trade vendors that agree to return to market terms
for trade credit and provides for a meaningful recovery to
unsecured creditors.  Upon emergence, GSE's common stock will be
canceled and investment funds managed by Littlejohn & Co. and
Strategic Value Partners will convert their outstanding first lien
debt to equity and will become GSE's new owners.  GSE expects the
Plan to become effective shortly, once all closing conditions have
been met.

Mr. Sorrentino added, "We greatly appreciate the dedication and
focus of our employees during this process, as well as the support
we received from our key financial stakeholders, customers, and
vendors."

Kirkland & Ellis LLP is serving as GSE's legal advisor, Moelis &
Company is serving as GSE's investment banker and financial
advisor, and Alvarez & Marsal North America, LLC is providing GSE
with certain key personnel.  The first lien lenders are
represented by Wachtell, Lipton, Rosen & Katz.

Parties seeking more information about this announcement may
contact GSE Environmental at (281)230-5843 or
recapitalization@gseworld.com

Documents relating to the Company's filing can be accessed at
http://www.gseworld.com

                    About GSE Environmental

GSE Environmental -- http://www.gseworld.com-- is a global
manufacturer and marketer of geosynthetic lining solutions,
products and services used in the containment and management of
solids, liquids and gases for organizations engaged in waste
management, mining, water, wastewater and aquaculture.
Headquartered in Houston, Texas, USA, GSE maintains sales offices
throughout the world and manufacturing facilities in the US,
Chile, Germany, Thailand, China and Egypt.

GSE Environmental, Inc. and its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-11126) on
May 4, 2014 as part of a restructuring support agreement with
their lenders.  The Debtors are seeking joint administration of
their Chapter 11 cases.

GSE announced an agreement with its lenders to restructure its
balance sheet by converting all of its outstanding first lien debt
to equity, leaving the Company well-positioned for long-term
growth and profitability.

The Company has tapped Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP as counsel, Alvarez & Marsal North America, LLC,
as restructuring advisor, and Moelis & Company, as financial
advisor.  The first lien lenders are represented by Wachtell,
Lipton, Rosen & Katz.  Prime Clerk is the Debtors' claims agent.

Cantor Fitzgerald Securities as agent for a consortium of DIP
lenders is represented by Nathan Z. Plotkin, Esq., at Shipman &
Goodwin LLP, in Hartford, Connecticut.  The DIP Lenders are
represented by Scott K. Charles, Esq., Emily D. Johnson, Esq., and
and Neil K. Chatani, Esq., at Wachtell, Lipton, Rosen & Katz, in
New York.  The local Delaware counsel to the DIP Lenders and the
DIP Agent is Russell C. Silberglied, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware.

GSE Environmental's non-U.S. subsidiaries are not included in the
U.S. Chapter 11 filings and will continue to operate in the
ordinary course without interruption.

                           *     *     *

The Bankruptcy Court has approved the disclosure statement filed
by GSE Environmental Inc. for its plan of reorganization.  The
hearing at which the Court will consider confirmation of the Plan
will commence at 10:30 a.m., prevailing Eastern Time, on July 25,
2014.


HARTFORD FINANCIAL: Fitch Plans to Withdraw Ratings in Late August
------------------------------------------------------------------
Fitch Ratings related in a July 28, 2014 press release that it
plans to withdraw the ratings on Hartford Financial Services
Group, Inc. and its subsidiaries on or about Aug. 28, 2014, for
commercial reasons. Fitch currently rates Hartford Financial
Services Group, Inc. and its subsidiaries as follows:

Hartford Financial Services Group, Inc.

-- Long-term Issuer Default Rating (IDR) 'BBB+';
-- 4.0% senior notes due 2015 'BBB';
-- 7.3% notes due 2015 'BBB';
-- 5.5% notes due 2016 'BBB';
-- 5.375% notes due 2017 'BBB';
-- 4.0% senior notes due 2017 'BBB';
-- 6.3% notes due 2018 'BBB';
-- 6% notes due 2019 'BBB';
-- 5.5% senior notes due 2020 'BBB';
-- 5.125% senior notes due 2022 'BBB';
-- 5.95% notes due 2036 'BBB';
-- 6.625% senior notes due 2040 'BBB';
-- 6.1% notes due 2041 'BBB';
-- 6.625% senior notes due 2042 'BBB';
-- 4.3% senior notes due 2043 'BBB';
-- 7.875% junior subordinated debentures due 2042 'BB+';
-- 8.125% junior subordinated debentures due 2068 'BB+'.

Hartford Financial Services Group, Inc.

-- Short-term IDR 'F2';
-- Commercial paper 'F2'.

Hartford Life, Inc.

-- Long-term IDR 'BBB';
-- 7.65% notes due 2027 'BBB-';
-- 7.375% notes due 2031 'BBB-'.

Members of the Hartford Fire Insurance Intercompany Pool:
Hartford Fire Insurance Company
Nutmeg Insurance Company
Hartford Accident & Indemnity Company
Hartford Casualty Insurance Company
Twin City Fire Insurance Company
Pacific Insurance Company, Limited
Property and Casualty Insurance Company of Hartford
Sentinel Insurance Company, Ltd.
Hartford Insurance Company of Illinois
Hartford Insurance Company of the Midwest
Hartford Underwriters Insurance Company
Hartford Insurance Company of the Southeast
Hartford Lloyd's Insurance Company
Trumbull Insurance Company
--Insurer Financial Strength (IFS) 'A+'.

Hartford Life and Accident Insurance Company
-- IFS 'A'.

Hartford Life Insurance Company
-- IFS 'BBB+';
-- Medium-term note program 'BBB'.

Hartford Life Global Funding
-- Secured notes program 'BBB+'.

Hartford Life Institutional Funding
-- Secured notes program 'BBB+'.

Hartford Life and Annuity Insurance Company
-- IFS 'BBB+'.

The Rating Outlook is Stable.

Fitch reserves the right in its sole discretion to withdraw or
maintain any rating at any time for any reason it deems
sufficient. Fitch believes that investors benefit from increased
rating coverage by Fitch and is providing approximately 30 days'
notice to the market on the withdrawal of Hartford Financial
Services Group, Inc. and its subsidiaries ratings as a courtesy to
investors.


HEMISPHERE MEDIA: Upsized Debt No Impact on Moody's 'B2' CFR
------------------------------------------------------------
Moody's Investors Service says the $25 million increase in
Hemisphere Media Holdings, LLC's senior secured term loan due 2020
to $225 million from the initially proposed $200 million has no
immediate impact on credit ratings. Net proceeds from the upsized
term loan will be used primarily to refinance the existing $174
million senior secured term loan due 2020 and for general
corporate purposes. All other existing ratings, including the B2
Corporate Family Rating and the stable outlook remain unchanged.

Issuer: Hemisphere Media Holdings, LLC

UPSIZED $225 million 1st Lien Senior Secured Term Loan due 2020:
  B2, LGD3


HOSPITALITY STAFFING: Wants Plan Exclusivity Moved to Sept. 25
--------------------------------------------------------------
Hospitality Liquidation I, LLC, formerly known as HSS Holding,
LLC, and its affiliates ask the Bankruptcy Court to further
extend:

   (a) the period in which they have the exclusive right to file a
       Chapter 11 plan to September 25, 2014; and

   (b) the period in which they have the exclusive right to
       solicit acceptances of a Chapter 11 plan to November 20,
       2014.

Hospitality had sold substantially all their assets to HS
Solutions Corporation. The sale closed on January 24, 2014.

Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware,
relates that since the sale closing, Hospitality have worked to
address post-closing transition issues, as well as issues relating
to taxes, personal injury actions and issues to lift the automatic
stay. They have also focused on analysis and disposition of
several avoidance actions.

Mr. Minuti assures the Court that Hospitality continues to pay
their postpetition obligations as they become due and that an
extension will not prejudice creditors.

Hospitality wants an extension of the exclusive periods so that
they can maintain the status quo in their Chapter 11 cases while
liquidating their remaining operations and determining the best
course for the cases going forward, adds Mr. Minuti.

Hospitality is represented by:

     Mark Minuti, Esq.
     SAUL EWING LLP
     222 Delaware Avenue, Suite 1200
     Wilmington, DE 19899
     Telephone: (302) 421-6840
     Facsimile: (302) 421-5873
     Email: mminuti@saul.com

          - and -

     Jeffrey C. Hampton, Esq.
     Monique B. DiSabatino, Esq.
     SAUL EWING LLP
     Centre Square West
     1500 Market Street, 38th Floor
     Philadelphia, PA 19102
     Telephone: (215) 972-7777
     Facsimile: (215) 972-7725
     E-mail: jhampton@saul.com
             mdisabatino@saul.com

               About Hospitality Staffing Solutions

Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.

Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania.  The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp.  Epiq Systems, Inc., is the Debtors' claims
and noticing agent.  HSS Holding disclosed assets of undetermined
amount and liabilities of $22,910,994.

The investor group is providing DIP financing.  They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.

Roberta A. DeAngelis, U.S. Trustee for Region 3, has notified the
Bankruptcy Court that she was unable to appoint a committee of
unsecured creditors in the Debtors' cases as there was
insufficient response to the U.S. Trustee communication/contact
for service on the committee.

The Debtors filed for bankruptcy to facilitate a sale of the
business to HS Solutions Corporation, an entity formed by LJC
Investments I, LLC and a group of investors including Littlejohn
Opportunities Master Fund, L.P., Caymus Equity Partners and
Management, and SG Distressed Debt Fund LP.  The investor group
acquired $22.9 million of the secured bank debt on Oct. 11, 2013.
That debt is in default.

The asset purchase agreement with HS Solutions was approved by the
Court on Dec. 13, 2013.  The sale closed on Jan. 24, 2014.


IMMUNOCLIN CORP: Posts $793K Net Loss in April 30 Quarter
---------------------------------------------------------
Immunoclin Corporation filed its quarterly report on Form 10-Q,
disclosing a net loss of $793,559 on $nil of revenues for the
three months ended April 30, 2014, compared with a net loss of
$43,877 on $nil of revenues for the same period last year.

The Company's balance sheet at April 30, 2014, showed $20.21
million in total assets, $1.15 million in total liabilities, and
stockholders' equity of $19.05 million.

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

                       http://is.gd/drgQx6

Immunoclin Corporation provides comprehensive, clinical, and basic
science research services to pharmaceutical, biotechnology, and
food industries.  It is involved in the research and development
on products, such as MIRA, an algorithm to analyze the multi-
variant data to identify people who are at risk of having heart
attack; and GARD, a genetic test for multiple genetic
polymorphisms associated with increased risk of the most common
form of dementia.  Immunoclin Corporation is also engaged in the
research and development of PRIMALEUKIN, an antibacterial, anti-
fungal, and antiviral agent, harnessing and amplifying the body?s
own natural defense against, and recovery from, infection;
DACTELLIGENCE, a technology and newly patented concept in bio-
sensing to challenge detection platforms in multiple diagnostic
fields; and GastroWellBeing, an immunological food supplement.
The company was formerly known as Pharma Investing News, Inc. and
changed its name to Immunoclin Corporation in December 2013.
Immunoclin Corporation is headquartered in Beverly Hills,
California.


ISAACSON STEEL: Settlement-Based Modified Plan Confirmed
--------------------------------------------------------
The Hon. J. Michael Deasy of the U.S. Bankruptcy Court for the
District of New Hampshire confirmed the First Amended Joint
Chapter 11 Plan of Reorganization by Isaacson Steel Inc. and
Isaacson Structural Steel Inc.

On Oct. 18, 2013, the Debtors filed a motion with the Court
seeking leave to modify the Debtors' First Amended Joint Plan
dated Sept. 29, 2013, to ensure that the Plan conforms to the so-
called Global Settlement Agreement approved by the Court on
Sept. 25, 2013.

According to papers filed with the Court, the Modifications
clarify the ownership of the Debtors' Chapter 5 Actions and the
Net Estate Recoveries made on account thereof and the standing of
the Trustees of the Liquidating Trust to be created pursuant to
the Plan to take title to, prosecute, compromise and/or settle the
Chapter 5 Actions and Other Actions before and after the
confirmation of the Plan.

The Debtors explain: "Granting this Motion and confirming the
Debtors' Modified Plan and the Modified Trust will not change in
any way (a) the classification of claims, (b) the rights of the
classes inter se, (c) the amount to be paid or the treatment of
any claims in a class or (c) the methodology or formula to be used
in determining the amount to be paid any creditor holding an
allowed claim."

A black-lined draft of the provisions of the Plan and the
Liquidating Trust Agreement as they will be modified if the Motion
is granted are available at http://is.gd/RYMfy7

The Official Committee of Unsecured Creditors and the other
"settling parties" consented to approval of the Debtors' request.

William K. Harrington, the United States Trustee for Region 1,
objected to the motion of the Debtors to modify the Plan.
According to the United States Trustee, the Debtors cannot self-
correct the problems created by the Global Settlement Agreement
which was approved by the Court on Sept. 25, 2013.

In response, the Debtors said, "For some reason or reasons, the
United States Trustee, whose office often claims to be the
advocate for or protector of unsecured creditors, has relentlessly
and vehemently opposed the Debtors' and Settling Parties'
unstinting and selfless efforts to formulate and confirm a plan
supported and accepted by creditors holding more than $15,000,000
in claims and rejected only by a credit card company holding a
claim of less than $160,000, acting through counsel suggesting
relatively little thought.

                             The Plan

As reported in the TCR on Oct. 4, 2013, Isaacson Steel, Inc., and
Isaacson Structural Steel, Inc., filed with the U.S. Bankruptcy
Court for the District of New Hampshire a first amended joint plan
of reorganization and accompanying disclosure statement.

The Amended Plan is built upon the global settlement agreement
entered into among the Debtors, the Official Committee of
Unsecured Creditors of Isaacson Structural Steel, Inc., the New
Hampshire Business Finance Authority, Passumpsic Savings Bank and
its participants, Woodville Guaranty Savings Bank and Ledyard
National Bank, and Turner Construction Company, Inc.

A liquidating trust will be established to be funded by all of the
Debtors' cash except cash to be retained to wind up the Debtors'
affairs, D&O and E&O claims, and proceeds from estate actions.
All classes of claims under the Plan will be impaired.

The Debtors have requested that the Bankruptcy Court schedule a
combined hearing on the adequacy of this Disclosure and the
Confirmation of the Plan for October 23, 2013 and to shorten the
required notice to all creditors to the extent reasonably
necessary to accomplish that goal.  If the Plan is confirmed at or
shortly after that hearing, the Effective Date will be in late
November.  The Debtors also requested that the Court schedule the
deadline for parties to file objections to the Disclosure
Statement and confirmation of the Plan for Oct. 21.

A full-text copy of the Plan and Disclosure Statement overview is
available for free at http://is.gd/ASq1Rb

                  About Isaacson Structural Steel

Based in Berlin, New Hampshire, Isaacson Structural Steel, Inc.,
and affiliate Isaacson Steel, Inc., filed separate Chapter 11
bankruptcy petitions (Bankr. D. N.H. Case Nos. 11-12416 and
11-12415) on June 22, 2011.

Isaacson Structural Steel estimated both assets and debts of
$10 million to $50 million.  Isaacson Steel estimated assets and
debts of $1 million to $10 million.  The petitions were signed by
Arnold P. Hanson, Jr., president.

Bankruptcy Judge J. Michael Deasy presides over the cases.
William S. Gannon, Esq., Esq., at William S. Gannon PLLC, in
Manchester, New Hampshire, represents the Debtors as counsel.  The
Debtors retained General Capital Partners, LLC to act as their
investment banker.

An official committee of unsecured creditors has been appointed in
Isaacson Structural Steel's case.  Daniel W. Sklar, Esq., at Nixon
Peabody LLP, in Manchester, represents the Committee.  Mesirow
Financial Consultants also advises the Committee.


JUPITER RESOURCES: Moody's Assigns B2 CFR & Rates $1BB Notes B3
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Jupiter
Resources Inc.'s proposed US$1.1 billion senior unsecured notes
offering. Moody's also assigned a B2 Corporate Family Rating, a
B2-PD Probability of Default Rating and a SGL-3 Speculative Grade
Liquidity rating. The rating outlook is stable. The ratings are
subject to receipt and review of final documentation. This is the
first time that Moody's has rated Jupiter.

The proceeds of the senior unsecured notes will be used to
partially finance the acquisition of the Bighorn asset from Encana
Corporation for C$2 billion.

Assignments:

Issuer: Jupiter Resources Inc.

  Probability of Default Rating, Assigned B2-PD

  Speculative Grade Liquidity Rating, Assigned SGL-3

  Corporate Family Rating, Assigned B2

  Senior Unsecured Regular Bond/Debenture, Assigned B3

  Senior Unsecured Regular Bond/Debenture, Assigned a range of
  LGD4

Ratings Rationale

Jupiter's B2 Corporate Family Rating (CFR) is driven by weak cash
flow leverage metrics, cash margin and leveraged full-cycle ratio,
all reflecting Jupiter's high percentage of dry gas and ethane
production, which comes from a single field. While Encana has a
long operating history in the Big Horn field, Moody's believes
there are some execution risks to Jupiter's own, more aggressive,
development plans for the asset. As well, Jupiter is a newly-
formed management team that is in the process of developing a
corporate infrastructure, although Encana's field personnel will
largely remain in place. Jupiter's size and scale is above average
for its rating.

In accordance with Moody's Loss Given Default methodology, the
US$1.1 billion senior unsecured notes are rated one notch below
the B2 CFR because of the existence of the prior-ranking C$550
million secured borrowing base.

The SGL-3 rating reflects adequate liquidity. At closing of the
acquisition Jupiter will have C$82 million of cash and full
availability under its C$550 million borrowing base revolver that
matures in July 2019. Moody's expect negative free cash flow of
about C$225 million through December 31, 2015 to be funded under
the revolver. The company has no financial covenants. The
company's alternative liquidity is limited as all of its assets
are pledged to the borrowing base revolver.

The stable outlook reflects Moody's expectation that Jupiter will
increase its production and reserves base by 2016 while
maintaining adequate leverage metrics.

The ratings could be upgraded if Jupiter establishes itself as a
corporate entity with a rising production trend, and the company
maintains retained cash flow to debt above 20% with the leveraged
full-cycle ratio trending towards 1.5x.

The ratings could be downgraded if production declines materially,
retained cash flow to debt appears likely to remain below 10% or
if liquidity weakens.

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

Jupiter is a privately owned oil and gas exploration and
production company, headquartered in Calgary, Alberta, with total
proved reserves of about 1.1 trillion cubic feet equivalent and
current net average daily production of around 300 million cubic
feet equivalent per day.


JUPITER RESOURCES: S&P Assigns 'B+' CCR & Rates Sr. Notes 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Calgary, Alta.-based oil and gas
exploration and production (E&P) company Jupiter Resources Inc.
The outlook is stable.  At the same time, Standard & Poor's
assigned its 'B-' issue-level rating and '6' recovery rating to
Jupiter's proposed US$1.125 billion unsecured notes due 2022.  The
'6' recovery rating indicates S&P's expectation of negligible (0%-
10%) recovery for debtholders in a default scenario.

The company has agreed to purchase 100% of Encana Corp.'s Bighorn
properties.  Apollo Global Management LLC, the company's financial
sponsor, and company management will contribute C$935 million in
equity.  Along with the notes proceeds, we expect these will fund
the transaction, which S&P expects to close in September 2014.
Until then, notes proceeds will be held in escrow.

The 'B+' ratings on Jupiter reflect S&P's anchor of 'b+', based on
its "weak" business risk and "aggressive" financial risk profile
assessments for the company and a "favorable" comparable ratings
analysis (CRA) modifier.  "The ratings reflect our view of
Jupiter's operations in a highly cyclical, capital-intensive, and
competitive industry; our expectation that Jupiter will maintain
existing cost structure in the acquired assets; weak profitability
compared with that of its peers; and highly leveraged financial
policy," said Standard & Poor's credit analyst Aniki Saha-
Yannopoulos.  S&P believes a low-risk asset base and competitive
cost structure offset these weaknesses somewhat.

Jupiter is a small-to-medium-size private E&P oil and gas company
that will operate exclusively in Alberta's Deep Basin.  The assets
include about 360,000 net acres, 1.14 billion cubic feet
equivalent of proved reserves (about 72% natural gas) and about
315 million cubic feet equivalent per day (about 75% natural gas)
of production.  Pro forma the transaction, Jupiter will have about
C$1.17 billion in adjusted debt (S&P's adjustments include asset
retirement obligations of about C$40 million).  Pro forma the
transaction and annualized fourth-quarter 2014 EBITDA, S&P expects
Jupiter to have about 4.0x-4.5x debt-to-EBITDA

The stable outlook reflects Standard & Poor's expectation that
Jupiter will maintain production levels for the next 12-15 months
while exploiting the organic growth potential inherent in the Deep
Basin assets to increase production significantly in 2016.  The
outlook also incorporates S&P's assumption that the company's
full-cycle costs (total operating and F&D costs) will, at a
minimum, remain consistent with Encana's historical full-cycle
costs in that play.

S&P might consider a negative action if it believes Jupiter would
be unable to maintain a competitive cost structure.  This would
lead S&P to reassess the company's production forecast and
profitability and its overall view of its business risk profile.
S&P could also lower the ratings if Apollo pursued a more
aggressive financial policy than we currently expect, including a
dividend recapitalization or a large debt-financed acquisition

An upgrade would depend upon an improving business risk profile --
for example, if S&P expects Jupiter to improve its full-cycle
levered cost structure such that its recycle ratio (unit netbacks
over F&D) is at least 1x.  In S&P's view, this would signal an
improving operating efficiency profile that could also lead to an
improving business risk profile.  S&P might also consider an a
positive action if a material deleveraging occurs such that the
company's three-year weighted FFO-to-debt ratio is above 30%,
leading to an aggressive financial risk profile.


KID BRANDS: To Sell Kidsline & CoCaLo Brands to Crown Crafts
------------------------------------------------------------
Crown Crafts, Inc. has entered into an agreement to acquire,
through its wholly owned subsidiary, Crown Crafts Infant Products,
Inc., the Kidsline(R) and CoCaLo(R) brand names from subsidiaries
of Kid Brands, Inc. for a cash purchase price of $1.35 million.
Consummation of the transaction is subject to the approval of the
United States Bankruptcy Court for the District of New Jersey as
part of Chapter 11 bankruptcy proceedings initiated by Kid Brands,
Inc.  If approval is received, Crown Crafts will acquire only the
rights to use the brand names and associated trademarks and
rights, and no physical assets will be included in the
acquisition.

Crown Crafts, Inc. -- http://www.crowncrafts.com/-- designs,
markets and distributes infant, toddler and juvenile consumer
products, including crib and toddler bedding; blankets; nursery
accessories; room decor; burp cloths; bathing accessories;
reusable and disposable bibs; and disposable placemats, floor
mats, toilet seat covers and changing mats.  The Company's
operating subsidiaries consist of Crown Crafts Infant Products,
Inc. in California and Hamco, Inc. in Louisiana.  Crown Crafts is
among America's largest producers of infant bedding, bibs and bath
items.  The Company's products include licensed and branded
collections, as well as exclusive private label programs for
certain of its customers.

When it filed for Chapter 11, Kid Brands said it would seek a sale
of substantially all of its assets under section 363 of the
Bankruptcy Code.  In connection with this matter, the Board of
Directors of the Company has authorized the Company's management
to implement a restructuring of the operations of the Company?s
Kids Line and CoCaLo business -- including their infant bedding
and related nursery accessories and decor, nursery appliances,
diaper bags, and bath/spa products business -- which may better
position the assets to be sold in the upcoming auction.
Management authorized this restructuring as of July 9, 2014.

Kid Brands said the restructuring is expected to be completed
during the third quarter of 2014, by which time the sell-down of
remaining inventory is expected to be complete.  The Company also
said it would seek to reject Kids Line's corporate office lease as
part of the Bankruptcy Case.

Kid Brands estimates that it will incur total costs of
approximately $0.5 million, consisting primarily of the write-off
of certain prepaid expenses and the write-off of fixed assets.  It
anticipates that substantially all of these costs will be
recognized as expenses in the third quarter of 2014.

Kid Brands has hired Glenn Langberg of GRL Capital Advisors as its
chief restructuring officer.  Mr. Langberg oversaw the bankruptcy
and sales of Big M Inc., operator of the Mandee and Annie Sez
stores.

                       About Kid Brands

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

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

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

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

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

Salus Capital Partners LLC and Sterling National Bank have
committed to provide up to $49 million in DIP financing.


KID BRANDS: Court Approves 360 Merchant as Sales Agent
------------------------------------------------------
Kid Brands, Inc. sought and obtained permission from the U.S.
Bankruptcy Court to employ 360 Merchant Solutions LLC as
Consultant and Sales Agent.

Stephen G. Miller, President and Chief Executive Officer of 360
Merchant, attests that it is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                           UST Objection

The United States Trustee submitted an objection to Kid Brands,
Inc.'s motion to employ 360 Merchant Solutions.

The 360 Merchant Agreement provides that Stephen G. Miller will
lead the engagement of 360 Merchant by the Debtors.  Mr. Miller's
son, Aaron Miller, is a Vice President in the Special
Opportunities Asset Recovery division of Salus, and Mr. Miller's
son-in-law, Andrew Prunier, is an Assistant Vice President in the
Finance and Administration division of Salus. It is clearly
disclosed that Mr. Miller will lead the engagement of 360 Merchant
by the Debtors, but it is not otherwise disclosed what roles, if
any, Aaron Miller (Mr. Miller's Son) or Andrew Prunier (Mr.
Miller's son-in-law) will have in connection with the Debtors or
these chapter 11 cases, in their capacities as Vice President and
Assistant Vice President, respectively, at Salus.

360 Merchant has several contractual relationships with Salus, the
Debtors' senior secured lender. Although it is stated that such
contracts do not involve or relate to the Debtors, the nature and
extent of the relationship between 360 Merchant and Salus is not
otherwise disclosed. Additionally, there is no disclosure as to
what is the percentage of revenues that 360 Merchant realizes from
its relationship with Salus.

According to the U.S. Trustee, given the natural adversity between
the Debtors and Salus, the disclosures as presented posit that
there is "father" on one side of the isle, and "son" and "son-in-
law" on the other side of the isle.  Given the void of disclosure
as to what roles Aaron Miller and Andrew Prunier will play in
these cases on behalf of Salus, the circumstances present a
disqualifying conflict both on the basis of adverse interests and
a lack of disinterestedness.

Moreover, the 360 Merchant Agreement, and the proposed order all
state that 360 Merchant's compensation will be in accordance with
sections 330 and 331 of the Bankruptcy Code.

However, to the contrary, the Miller Declaration states that the
"Fee Structure" set forth in the 360 Merchant Agreement shall be
subject to review pursuant to the standard set forth in section
328 of the Bankruptcy Code and not section 330 of the Bankruptcy
Code.

The U.S. Trustee asserted that, in the event 360 Merchant is
retained, this inconsistency must be clarified in any order
entered, such order expressly stating that notwithstanding
anything in the Application, Miller Declaration, or 360 Merchant
Agreement to the contrary, any and all compensation to 360
Merchant will be subject to review pursuant to the standards set
forth in sections 330 and 331 of the Bankruptcy Code.

According to the U.S. Trustee, the Application as presented must
be denied.

                      About Kid Brands

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

Citing their inability to raise capital due to contingent
liabilities and operational issues, Kid Brands and six of its U.S.
subsidiaries each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Lead Case No.
14-22582) on June 18, 2014.  The Court has approved the motion
filed by Kid Brands directing joint administration of the Debtors'
Chapter 11 Cases for procedural purposes.  The Debtor-affiliates
are Kids Line, LLC; Sassy, Inc.; I&J Holdco, Inc.; LaJobi, Inc.;
CoCaLo, Inc.; and RB Trademark Holdco, LLC.

To preserve the value of their assets, the Debtors are pursuing a
sale of the assets pursuant to section 363 of the Bankruptcy Code.

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

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

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

Salus Capital Partners LLC and Sterling National Bank have
committed to provide up to $49 million in DIP financing.


KID BRANDS: GRL's Glenn Langberg Approved as CRO
------------------------------------------------
Kid Brands, Inc., and its affiliated debtors sought and obtained
permission from the U.S. Bankruptcy Court to (i) retain GRL
Capital Advisors, LLC, to provide a chief restructuring officer,
and (ii) appoint the CRO effective as of the Petition Date.

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

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

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

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

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

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

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

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

                      About Kid Brands

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

Citing their inability to raise capital due to contingent
liabilities and operational issues, Kid Brands and six of its U.S.
subsidiaries each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Lead Case No.
14-22582) on June 18, 2014.  The Court has approved the motion
filed by Kid Brands directing joint administration of the Debtors'
Chapter 11 Cases for procedural purposes.  The Debtor-affiliates
are Kids Line, LLC; Sassy, Inc.; I&J Holdco, Inc.; LaJobi, Inc.;
CoCaLo, Inc.; and RB Trademark Holdco, LLC.

To preserve the value of their assets, the Debtors are pursuing a
sale of the assets pursuant to section 363 of the Bankruptcy Code.

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

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

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

Salus Capital Partners LLC and Sterling National Bank have
committed to provide up to $49 million in DIP financing.


KID BRANDS: Court Okays Interim Payment to Critical Vendors
-----------------------------------------------------------
The U.S. Bankruptcy Court granted Kid Brands, Inc., interim
approval to pay the prepetition claims of critical vendors.

The aggregated amount will not exceed $1,500,000 inclusive of the
$500,000 aggregate amount authorize by the interim order.  No
Critical Claims shall be afforded administrative priority status
in the chapter 11 cases.

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

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

                      About Kid Brands

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

Citing their inability to raise capital due to contingent
liabilities and operational issues, Kid Brands and six of its U.S.
subsidiaries each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Lead Case No.
14-22582) on June 18, 2014.  The Court has approved the motion
filed by Kid Brands directing joint administration of the Debtors'
Chapter 11 Cases for procedural purposes.  The Debtor-affiliates
are Kids Line, LLC; Sassy, Inc.; I&J Holdco, Inc.; LaJobi, Inc.;
CoCaLo, Inc.; and RB Trademark Holdco, LLC.

To preserve the value of their assets, the Debtors are pursuing a
sale of the assets pursuant to section 363 of the Bankruptcy Code.

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

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

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

Salus Capital Partners LLC and Sterling National Bank have
committed to provide up to $49 million in DIP financing.


KID BRANDS: Asks Court to Establish Sept. 1 Claims Bar Date
-----------------------------------------------------------
Kid Brands, Inc. has requested that Hon. Donald H. Stechroth
establish bar dates for the filing of claims in its Chapter 11
case in the District of New Jersey.

The Debtor is requesting a bar date of September 1 for all claims
other than those by governmental entities, and a bar date of
December 15th for governmental claims.  In addition to mailing
Proof of Claim forms, the Debtor also proposes to publish a Notice
of Bar Dates in U.S.A. Today.

S. Jason Teele, Esq. at Lowenstein, Sandler, LLP of Roseland, NJ
filed the request on behalf of the Debtor.

Counsel for the Official Committee of Unsecured Creditors is Eric
R. Wilson, Esq. at Kelly, Drye, & Warren of New York, NY.

Counsel for the Prepetition Senior Lender and DIP Lender is John
F. Ventola, Esq. at Choate, Hall, & Stewart, LLP of Boston, MA.

                      About Kid Brands

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

Citing their inability to raise capital due to contingent
liabilities and operational issues, Kid Brands and six of its U.S.
subsidiaries each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Lead Case No.
14-22582) on June 18, 2014.  The Court has approved the motion
filed by Kid Brands directing joint administration of the Debtors'
Chapter 11 Cases for procedural purposes.  The Debtor-affiliates
are Kids Line, LLC; Sassy, Inc.; I&J Holdco, Inc.; LaJobi, Inc.;
CoCaLo, Inc.; and RB Trademark Holdco, LLC.

To preserve the value of their assets, the Debtors are pursuing a
sale of the assets pursuant to section 363 of the Bankruptcy Code.

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

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

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

Salus Capital Partners LLC and Sterling National Bank have
committed to provide up to $49 million in DIP financing.


KID BRANDS: Crown Crafts to Acquire Kidsline, CoCaLo Brand Names
----------------------------------------------------------------
Crown Crafts, Inc. on July 28 disclosed that it has entered into
an agreement to acquire, through its wholly owned subsidiary,
Crown Crafts Infant Products, Inc., the Kidsline(R) and CoCaLo(R)
brand names from subsidiaries of Kid Brands, Inc. for a cash
purchase price of $1.35 million.  Consummation of the transaction
is subject to the approval of the United States Bankruptcy Court
for the District of New Jersey as part of Chapter 11 bankruptcy
proceedings initiated by Kid Brands, Inc.  If approval is
received, Crown Crafts will acquire only the rights to use the
brand names and associated trademarks and rights, and no physical
assets will be included in the acquisition.

                     About Crown Crafts, Inc.

Crown Crafts, Inc. -- http://www.crowncrafts.com-- designs,
markets and distributes infant, toddler and juvenile consumer
products, including crib and toddler bedding; blankets; nursery
accessories; room decor; burp cloths; bathing accessories;
reusable and disposable bibs; and disposable placemats, floor
mats, toilet seat covers and changing mats.  The Company's
operating subsidiaries consist of Crown Crafts Infant Products,
Inc. in California and Hamco, Inc. in Louisiana.  Crown Crafts is
among America's largest producers of infant bedding, bibs and bath
items.  The Company's products include licensed and branded
collections, as well as exclusive private label programs for
certain of its customers.

                         About Kid Brands

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

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

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

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

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


KRAFT ASSOCIATES: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Kraft Associates, LLC
        11005 Earlsgate Lane
        Rockville, MD 20852

Case No.: 14-21819

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: July 28, 2014

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

Judge: Hon. Thomas J. Catliota

Debtor's Counsel: Richard B. Rosenblatt, Esq.
                  THE LAW OFFICES OF RICHARD B. ROSENBLATT, PC
                  30 Courthouse Square Ste. 302
                  Rockville, MD 20850
                  Tel: (301) 838-0098
                  Email: rbrbankruptcy@gmail.com
                         rrosenblatt@rosenblattlaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michele Kraft, managing member.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/mdb14-21819.pdf


LAMAD MINISTRIES: Auction Bags $4.1MM for 3 Properties
------------------------------------------------------
Carlton Fletcher, writing for Albany Herald, reported that an
online auction Thursday, July 24, brought bids totaling $4,142,050
for three properties owned by Albany, Georgia-based Lamad
Ministries:

     $3,905,000 for the Seasons Christian property;
       $162,250 for an extended-care facility in Dawson
                that never opened; and
        $74,800 for the ministry's radio station.

Albany Herald noted that unless the residents at the facilities
and their attorney, Patrick Flynn, Esq., come up with an alternate
plan that meets all the requirements of a bankruptcy judge's
"business judgement test" or that judge rejects the bids on three
Lamad properties, the $4.1 million will most likely stand.

"Something like this can be drawn out for an extended period of
time, but this (auction) signifies the end of the tunnel," said
Walter Kelley, Esq., the company's counsel, according to the
report.  "I feel for the residents (of the Seasons Christian Care
retirement community off Ledo Road, one of the properties
auctioned by Rowell Auction Thursday).  That's the part of all
this that touches my heart, what to tell the residents.

"All I can ask is that they please bear with me until we have the
(bankruptcy) hearing Aug. 5. I don't want to give anyone false
hope because right now we don't know what might happen."

The report pointed out that the Seasons Christian property was
appraised at $12 million.

According to the report, some 168 residents and estates of past
residents filed refundable and ministry deposit claims against
Seasons Christian totalling a staggering $9,693,387.28. Some of
those claims are in excess of $100,000.

The report noted that Mr. Kelley said the claimants will most
likely receive, at best, a 10% of their claim.

                      About Lamad Ministries

Albany, Georgia-based Lamad Ministries/Seasons Christian Care
Center, Inc., does business as Seasons Christian Care Center,
DayStar Ministries, Lamad Media Ministry and Lamad Chapel.  Lamad
Ministries owns and operates assisted living facilities.

Lamad Ministries filed for Chapter 11 bankruptcy (Bankr. M.D. Ga.
Case No. 14-10449) on April 1, 2014.  Judge James D. Walker Jr.
presides over the case.  David S. Ballard, Esq., and Walter W.
Kelley, Esq., at Kelley, Lovett and Blakey, serve as Lamad's
counsel.  The Debtor listed total assets of $4.59 million and
liabilities of $12.17 million.  The petition was signed by Dr.
Charles William Eidenire, president.  A list of the Debtor's 20
largest unsecured creditors is available for free at
http://bankrupt.com/misc/gamb14-10449.pdf


LOVE CULTURE: Timing of Ch.11 Filing "Interesting," ACM Says
------------------------------------------------------------
Margaret Bogenrief -- margaret@acm-partners.com -- a partner with
ACM Partners, a boutique crisis management and turnaround advisory
firm, wrote in an article available at http://is.gd/1WH7VGfrom
BusinessInsider.com, that Love Culture's Chapter 11 represents an
interesting apparel bankruptcy case, in part due to the timing of
the filing.


LYON WORKSPACE: Liquidation Plan Declared Effective in June
-----------------------------------------------------------
Lyon Workspace Products LLC and its debtor-affiliates, and the
Official Committee of Unsecured Creditors notified the Hon. Janet
S. Baer of the U.S. Bankruptcy Court for the Northern District of
Illinois that their Joint Chapter 11 Plan of Liquidation was
declared effective as of June 6, 2014.

On May 20, 2014, the Hon. Baer approved the adequacy of the
Debtors and Committee's Liquidation Plan pursuant to Section 1125
of the Bankruptcy Code, and confirmed that plan on the same date.

As reported in the Troubled Company Reporter on May 2, 2014,
the Plan proposed by the Debtors and the Committee provides for
the Debtors' liquidation and wind-down and the formation of a
liquidating trust that will (i) liquidate the Debtors' remaining
assets, (ii) pursue claims and causes of action of behalf of the
Debtors' general unsecured creditors, (iii) analyze and reconcile
claims filed against the estates, and (iv) make distributions to
holders of allowed claims.

Claims of the secured lender have been paid off from the assets
sale.  In April, the Debtors sold their assets to lender LWP
Partners LLC for a purchase price of $22.15 million.  The price
includes a credit bid of the full amount of LWP's secured
indebtedness of $17.9 million, $200,000 toward bankruptcy and
liquidation expenses, and assumption of $3 million in liabilities.

Under the Plan, general unsecured claims are impaired and holders
of these claims will receive their pro rata share of liquidating
trust assets.  While $131 million of general unsecured claims have
been filed, the Debtors estimate that allowed general unsecured
claims will not exceed $22.7 million.

Holders of equity interests will not receive any distributions.

A full-text copy of the Disclosure Statement is available for free
at http://is.gd/mOcfGP

                   About Lyon Workspace Products

Lyon Workspace Products, L.L.C., and seven affiliates sought
Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 13-2100) on
Jan. 19, 2012.

Lyon Workspace -- http://www.lyonworkspace.com/-- was a
manufacturer and supplier of locker and storage products.  It had
400 full-time employees, 53% of whom are salaried employees.
Eight percent of the employees are members of the Local Union No.
1636 of the United Steelworkers of America, A.F.L.-C.I.O.  The
Debtor disclosed $41,275,474 in assets and $37,248,967 in
liabilities as of the Chapter 11 filing.

Attorneys at Perkins Coie LLP serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The Official Committee of Unsecured Creditors consists of: (i)
Premier Resource Group, LLC (Committee Chair); (ii) Master
Lock Company LLC; (iii) Barsteel Corporation; (iv) Miller
Metals Service Corp.; and (v) Cardinal Packaging Products,
LLC.


MALLINCKRODT INT'L: Moody's Rates New $900MM Unsecured Notes 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 to the new
senior unsecured notes due 2022 of Mallinckrodt International
Finance S.A. and co-issuer Mallinckrodt CB LLC, both of which are
subsidiaries of Mallinckrodt plc (collectively "Mallinckrodt").
The new unsecured notes are guaranteed by subsidiaries. There are
no changes to Mallinckrodt's existing ratings including the Ba3
Corporate Family Rating, Ba3-PD Probability of Default Rating, Ba2
senior secured rating and the B2 rating on existing senior
unsecured notes due 2018 and 2023, which do not benefit from
subsidiary guarantees.

The new unsecured notes, together with equity, secured term loan
borrowings, cash on hand, and an accounts receivable program, will
fund Mallinckrodt's previously announced acquisition of Questcor
Pharmaceuticals, Inc. (unrated) for approximately $5.6 billion.

Rating assigned to Mallinckrodt International Finance S.A. (co-
borrower Mallinckrodt CB LLC):

B1 (LGD4) senior unsecured notes of $900 million due 2022

Ratings Rationale

Mallinckrodt's Ba3 Corporate Family Rating reflects its good
balance between two business segments (Specialty Pharmaceuticals
and Global Medical Imaging) but is constrained by its modest scale
and relatively high debt/EBITDA. Pro forma debt/EBITDA prior to
the acquisition was approximately 5.0 times but should decline to
below 4.5 times given Questcor's high EBITDA, which exceeded $500
million for the 12 months ended June 30, 2014. The Questcor
acquisition increases Mallinckrodt's scale, but creates
significant concentration in Questcor's product, H.P. Acthar Gel
("Acthar"), an injectable product. Acthar will represent over 20%
of Mallinckrodt's revenue and approximately one-half of EBITDA.
While near term growth in Acthar should remain strong, the product
is not currently protected by any patents, and it is difficult to
predict the timing or impact of any generic risks. In addition, as
a low-volume, high-cost product, Acthar's revenues could be
sensitive to changes in reimbursement policies of private or
government payors. Other risks include reliance on a sole supplier
for finished product, an unresolved Department of Justice
investigation into Questcor's promotional practices for Acthar,
and recent attention around safety issues, including patient
deaths.

Mallinckrodt will generate good free cash flow, creating the
potential for rapid deleveraging. Somewhat overshadowing the
deleveraging potential, however, is the potential for the
separation of the Global Medical Imaging business lines as well as
for acquisitions in a rapidly consolidating specialty
pharmaceutical industry.

The Ba2 rating on Mallinckrodt's senior secured credit facilities
reflects guarantees from substantial operating subsidiaries, and a
security package consisting of asset pledges of the co-borrowers
and guarantor subsidiaries, excluding certain principal property.
Mallinckrodt recently upsized the term loan to $700 million from
$500 million, eliminating the need for a separate cash flow bridge
facility. The B1 rating on the new notes due in 2022 reflects
guarantees from subsidiaries that guarantee the obligations under
the senior secured term loan facility, which is expected to
include Questcor and certain of its subsidiaries. The B2 rating on
the existing senior unsecured notes due in 2018 and 2023 reflects
structural subordination, as these notes are not guaranteed by
subsidiaries.

The rating outlook is stable, reflecting Moody's expectation that
branded near-term growth in Acthar and Ofirmev will facilitate a
decline in debt/EBITDA to below 4.0 times. Sustaining good organic
growth, a successful launch of Xartemis XR, and maintenance of
debt/EBITDA below 3.0 times could result in a ratings upgrade.
Conversely, debt/EBITDA sustained above 4.0 times could result in
a ratings downgrade. This scenario could arise if Mallinckrodt
makes acquisitions before deleveraging, if it faces unexpected
generic competition for key products, regulatory compliance or
reimbursement issues, product withdrawals, or supply disruptions.

Luxembourg-based Mallinckrodt International Finance SA is a
subsidiary of Dublin, Ireland-based Mallinckrodt plc (collectively
"Mallinckrodt"). Mallinckrodt is a specialty pharmaceutical and
medical imaging company. Revenues for the 12 months ended March
28, 2014 were approximately $2.2 billion.

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


MALLINCKRODT INT'L: S&P Rates New $900MM Unsecured Notes 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating to the proposed $900 million of senior unsecured notes co-
issued by Mallinckrodt International Finance S.A. and Mallinckrodt
CB LLC.  Proceeds will be used to partly fund parent Mallinckrodt
plc's purchase of Questcor.  The recovery rating is '4',
reflecting S&P's expectation of average (30% to 50%) recovery in
the event of payment default.

The 'B' issue-level rating and '6' recovery rating on the $900
million of existing senior unsecured notes is unchanged.  The
existing senior unsecured notes do not have a guarantee from the
domestic subsidiaries, and are effectively subordinated to the new
senior unsecured notes, which is why the new notes have a higher
recovery rating.

The addition of recently acquired Ofirmev (from Cadence
Pharmaceuticals) and the pending acquisition of Acthar (from
Questcor) enhance Mallinckrodt's pipeline, given the potential for
additional on-label indications in the future.  Those products
could also provide Mallinckrodt additional product and therapeutic
diversity over time if growth performance meets S&P's
expectations.  However, a somewhat thin pipeline, the rapid pace
of acquisitions and associated integration risk, coupled with
generic pricing pressures and underperformance in global medical
imaging offset any near-term benefits from those product
additions.  S&P continues to view the company's business risk
profileas "fair".  The debt issuance is within S&P's expectations
and, along with the financing mix that includes equity and cash,
we expect leverage to quickly decline to less than 5x.  S&P
continues to assess financial risk as "aggressive".

RATINGS LIST

Mallinckrodt plc
Corporate Credit Rating                   BB-/Stable/--

New Rating
Mallinckrodt International Finance S.A.
Mallinckrodt CB LLC
$900 million senior unsecured notes       BB-
   Recovery Rating                         4


MSI CORP: Court Approves Third Cash Collateral Stipulation
----------------------------------------------------------
The Bankruptcy Court approves a stipulation among MSI Corporation,
First Commonwealth Bank and The "M" Line Railroad Company.

As of June 7, 2013, MSI was indebted to the bank for $3,618,695,
excluding attorneys' fees and expenses. MSI's obligations to the
bank are cross-collateralized and secured by duly-perfected,
first-position liens against all of its real estate and business
assets, including without limitation cash collateral as defined in
Section 363(a) of the Bankruptcy Code.

In August 2013, the Court approved an initial stipulation between
MSI and First Commonwealth regarding use of cash collateral up to
November 1, 2013. The parties further agreed, as detailed in a
second cash collateral stipulation, to extend the use of cash
collateral through March 1, 2014.

Since March 2, 2014, MSI and the bank informally agreed to extend
the consensual usage of cash collateral per the same terms as they
continued to negotiate a revised cash collateral arrangement. They
have engaged in discussions and have reached a third cash
collateral agreement permitting MSI to continue to use the bank's
cash collateral, through June 9, 2014.

The material changes in this new stipulation can be summarized as
follows:

   (a) MSI is required to make a lump sum payment of $50,000 to
       the bank during the third cash collateral period;

   (b) The monthly payments to be made by MSI to the bank do not
       materially change however MSI will pay slightly more
       principal than interest during this period;

   (c) A recent life insurance policy obtained by MSI on the life
       of Henry W. McLaughlin, III will serve as collateral
       securing the indebtedness to the bank;

   (d) MSI is permitted to pay McGuireWoods LLP on account of fees
       and expenses approved by the Court on May 6, 2014, provided
       that: (i) MSI pays McGuireWoods in installments over the
       period, (ii) MSI has a minimum of $200,000 in cash in its
       accounts on the Friday immediately prior to making any
       payment to McGuireWoods LLP; and (iii) for every $13,000
       paid to McGuireWoods during the period, MSI will pay the
       bank $7,000.

According to Michael J. Roeschenthaler, Esq., at McGuireWoods LLP,
in Pittsburg, Pennsylvania, the parties stipulation believe it is
fair, reasonable, and in the best interests of MSI's estate and
its creditors.

MSI is represented by:

     Michael J. Roeschenthaler, Esq.
     Scott E. Schuster, Esq.
     McGUIREWOODS LLP
     625 Liberty Avenue, 23rd Floor
     Pittsburgh, PA 15222
     Telephone: 412-667-7905
     Facsimile: 412-402-4193
     E-mail: mroeschenthaler@mcguirewoods.com
             sschuster@mcguirewoods.com

First Commonwealth Bank is represented by:

     Justin L. McCall, Esq.
     Roger P. Poorman, Esq.
     McGRATH McCALL, PC
     Three Gateway Center, Suite 1375
     401 Liberty Avenue
     Pittsburgh, PA 15222
     Telephone: 412-281-4333
     Facsimile: 412-281-2141
     E-mail: jmccall@lenderlaw.com
             rpoorman@lenderlaw.com

                         About MSI Corp.

MSI Corporation filed a bare-bones Chapter 11 petition (Bankr.
W.D. Pa. Case No. 13-22457) in Pittsburgh on June 7, 2013.  Judge
Jeffery A. Deller presides over the case.  The Vandergrift,
Pennsylvania-based company estimated at least $10 million in
assets and less than $10 million in liabilities.

Albert's Capital Services LLC is the Debtor's chief restructuring
officer.  Michael J. Roeschenthaler, Esq., and Scott E. Schuster,
Esq., at McGuireWoods LLP, in Pittsburgh, serve as the Debtor's
counsel.  Geary & Loperfito LLC serves as special counsel.

No unsecured creditors was formed because no one responded to the
U.S. Trustee's communication for service on the committee.


N'GENUITY ENTERPRISES: Case Summary & 11 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: N'Genuity Enterprises Co.
        8901 E. PIMA Center Parkway, Suite 135
        Scottsdale, AZ 85258

Case No.: 14-11553

Chapter 11 Petition Date: July 28, 2014

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Hon. Paul Sala

Debtor's Counsel: John R. Clemency, Esq.
                  GALLAGHER & KENNEDY, P.A.
                  2575 East Camelback Road, Suite 1100
                  Phoenix, AZ 85016
                  Tel: 602-530-8040
                  Email: john.clemency@gknet.com

Debtor's          MCA FINANCIAL GROUP, LTD.
Financial and
Restructuring
Advisor:

Total Assets: $2.33 million

Total Debts: $3.06 million

The petition was signed by Valerie M. LittleChief, president.

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb14-11553.pdf


NATROL INC: Hires Epiq Bankruptcy as Administrative Advisor
-----------------------------------------------------------
Natrol, Inc. and its debtor-affiliates seek authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ Epiq
Bankruptcy Solutions, LLC as administrative advisor, nunc pro tunc
to the June 11, 2014 petition date.

The Debtors seek to retain Epiq to provide, among other things,
the following bankruptcy administrative services if and to the
extent requested:

   (a) assisting with, among other things, solicitation,
       balloting, and tabulation and calculation of votes, as well
       as preparing any appropriate reports, as required for
       confirmation of any chapter 11 plans in the Chapter 11
       Cases;

   (b) generating an official ballot certification and testifying,
       if necessary, in support of the ballot tabulation results
       for any chapter 11 plans in the Chapter 11 Cases;

   (c) gathering data in conjunction with the preparation, and
       assist with the preparation, of the Debtors' schedules of
       assets and liabilities and statements of financial affairs;

   (d) generating, providing, and assisting with claims
       objections, exhibits, claims reconciliation, and related
       matters;

   (e) providing a confidential data room;

   (f) managing any distributions pursuant to any confirmed
       chapter 11 plans in the Chapter 11 Cases; and

   (g) providing such other claims processing, noticing,
       solicitation, balloting, and administrative services
       described in the Retention Agreement, but not included in
       the Section 156(c) Application, as may be requested from
       time to time by the Debtors and their estates.

The fees Epiq will charge in connection with its services under
this Application to the Debtors are set forth in the Retention
Agreement.

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

Prior to the petition date, the Debtors provided Epiq a retainer
in the amount of $25,000.  Epiq seeks to hold the Retainer under
the Retention Agreement during the cases as security for the
payment of fees and expenses incurred under the Retention
Agreement.

Jennifer M. Meyerowitz, vice president, senior consultant, and
director of Business Development of Epiq, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Epiq can be reached at:

       Jennifer M. Meyerowitz, Esq.
       EPIQ BANKRUPTCY SOLUTIONS, LLC
       155 Trowbridge Rd
       Atlanta, GA 30350-6885
       Tel: (646) 282-2504
       E-mail: jmeyerowitz@epiqsystems.com

                         About Natrol, Inc.

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

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

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


NATROL INC: Hires Gibson Dunn as Special Transactional Counsel
--------------------------------------------------------------
Natrol, Inc. and its debtor-affiliates seek authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ
Gibson, Dunn & Crutcher LLP as special transactional counsel, nunc
pro tunc to the June 11, 2014 petition date.

The Debtors seek to employ Gibson Dunn on an hourly basis to act
as the Debtors' special transactional counsel in their Chapter 11
Cases to assist with any financing or sale transactions, and the
diligence, negotiation and documentation relating to those
transactions, as well as to prepare various first day motions and
related documents prior to the retention of other general
bankruptcy counsel

Gibson Dunn will be paid at these hourly rates:

       Robert A. Klyman, Partner       $1,125
       Janet M. Weiss, Partner         $1,100
       Mark Lahive, Partner            $980
       J. Eric Wise, Partner           $970
       Andrew Cheng, Partner           $825
       Samuel A. Newman, Partner       $825
       Shawn Domzalski, Associate      $725
       Kevin P. Dooley, Associate      $600
       Blake Fallar, Associate         $440
       Joanne Stern, Paralegal         $360

Gibson Dunn will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Prior to the petition date, as security for payment of fees and
expenses, an advance payment was made to Gibson Dunn by the
Debtors in the amount of $690,000 (the "Advance Payment").  The
Advance Payment included $150,000 that was transferred from L&W to
Gibson Dunn upon Mr. Klyman becoming a partner at Gibson Dunn.

Prior to the petition date, Gibson Dunn applied a portion of the
Advance Payment in the amount of $454,974.75.

Robert A. Klyman, partner of Gibson Dunn, 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.

Consistent with the U.S. Trustee's Appendix B - Guidelines for
Reviewing Applications for Compensation and Reimbursement of
Expenses Filed Under 11 U.S.C. section 330 by Attorneys in Larger
Chapter 11 Cases (the "U.S. Trustee Guidelines"), which became
effective on Nov. 1, 2013, Mr. Klyman state as follows:

   -- Gibson Dunn has not agreed to a variation of its standard or
      customary billing arrangements for this engagement;

   -- none of the Gibson Dunn's professionals included in this
      engagement have varied their rate based on the geographic
      location of these chapter 11 cases;

   -- Gibson Dunn was retained by the Debtors pursuant to an
      engagement agreement dated June 2, 2014 and the 327(e)
      engagement letter on June 23, 2013.  The billing rates and
      material terms of the prepetition engagement are the same as
      the rates and terms described in the Application; and

   -- the Debtors will be approving a prospective budget and
      staffing plan for Gibson Dunn's engagement for the
      post-petition period as appropriate. In accordance with
      the U.S. Trustee Guidelines, the budget may be amended as
      necessary to reflect changed or unanticipated developments.

Gibson Dunn can be reached at:

       Robert A. Klyman, Esq.
       GIBSON, DUNN & CRUTCHER LLP
       333 South Grand Avenue
       Los Angeles, CA 90071-9197
       Tel: (213) 229-7562
       Fax: (213) 229-6562
       E-mail: RKlyman@gibsondunn.com

                         About Natrol, Inc.

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

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

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


NCSG CRANE: Moody's Assigns B2 CFR & Rates $310MM Sec. Notes B3
---------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) to NCSG Crane & Heavy Haul Corporation (NCSG) and a B3
rating to its proposed second lien $310 million senior secured
notes. Moody's also assigned a B2-PD Probability of Default Rating
and a SGL-2 Speculative Grade Liquidity rating. The rating outlook
is stable. This is the first time that Moody's has rated NCSG.

The proceeds of the notes will be used to partially finance the
C$575 million partial acquisition of NCSG by TriWest Capital
Partners (a private equity firm) and Alberta Teachers Retirement
Fund.

Assignments:

Issuer: NCSG Crane & Heavy Haul Co.

Probability of Default Rating, Assigned B2-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Corporate Family Rating, Assigned B2

Senior Secured Regular Bond/Debenture, Assigned B3, LGD5

Rating Rationale

The B2 Corporate Family Rating (CFR) reflects NCSG's high leverage
(adj. debt to EBITDA 6x), likelihood of bolt-on acquisitions, a
competitive market, concentration with a single customer for over
25% of its revenue, a high level of project-related revenue (55%),
which can be variable, and relatively small size (C$250 million
revenue). The rating favorably recognizes NCSG's long-standing
customer relationships with blue chip customers, strong safety
record, and predictable maintenance work (45% of revenue) that is
tied to long-lived oil sands mining and in-situ bitumen projects.

NCSG's SGL-2 speculative grade liquidity rating reflects good
liquidity. Moody's expect positive free cash flow of about C$30
million from September 30, 2014 to September 30, 2015 and for the
company to have C$130 million of availability under its C$225
million ABL revolving credit facility maturing in 2019. The
revolver contains a springing covenant (fixed charge coverage of
ratio 1x) based upon minimum levels of excess availability.
Moody's expect NCSG to be well in compliance with the covenant.
Alternate sources of liquidity are limited as its assets are
pledged as collateral to the secured credit facilities and second
lien notes.

Under Moody's Loss Given Default (LGD) Methodology, the second
lien US$310 million senior secured notes are rated B3 one notch
below the B2 CFR due to its subordination to the priority ranking
C$225 ABL revolver.

The stable outlook reflects Moody's expectation that EBITDA will
grow, aided by positive industry conditions, leverage will improve
to a level consistent with the B2 CFR and NCSG will maintain good
liquidity over the next few years.

The rating could be raised if NCSG exhibits positive EBITDA
growth, improves debt to EBITDA below 4x, maintains its
maintenance contracts and reduces its customer concentration.

The rating could be lowered if EBITDA declines, if leverage
remains above 6x, or if liquidity weakens. The ratings could also
be adversely affected if the company makes aggressive
acquisitions.

NCSG Crane & Heavy Haul Corporation (NCSG), is a privately owned
crane & heavy haul service provider based in Edmonton, Alberta.

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


NCSG CRANE: S&P Assigns 'B' CCR & Rates C$330MM Debt 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating and stable outlook to Edmonton, Alta.-
based industrial equipment rental service provider NCSG Crane &
Heavy Haul Corp. (NCSG).

Pro forma for the buyout, S&P expects the company to have C$425
million of funded debt comprising about a C$95 million drawdown of
its C$225 million asset-backed loan (ABL) facility and C$330
million equivalent senior secured second-lien notes.

At the same time, Standard & Poor's assigned its 'B-' issue-level
rating and '5' recovery rating to the company's proposed C$330
million equivalent second-lien notes due in 2019.  The '5'
recovery rating indicates S&P's expectation for modest (10%-30%)
recovery in the event of default.

"We understand that proceeds from the notes offering, drawn down
from the ABL, combined with sponsor contributions, will be used to
fund the C$575 million purchase of NCSG," said Standard & Poor's
credit analyst Madhav Hari.  The ratings are contingent on
Standard & Poor's reviewing final documentation and completion of
the transaction as described to S&P's.

NCSG offers a portfolio of operated and maintained crane and heavy
haul transport services that are used to build, relocate, and
maintain infrastructure.  The company is primarily focused on the
energy sector, servicing end markets in the Western Canada to
Texas (U.S.) corridor from 18 branch locations.  Pro forma for
acquisitions in 2013, the company generates about C$280 million of
annual revenue.

The stable outlook reflects S&P's view that NCSG's revenue backlog
of about C$220 million and favorable pipeline of new business
provides adequate visibility for mid-single-digit organic revenue
growth.  S&P expects NCSG to use the majority of its free cash
flow to fund acquisitions, absent which it will return cash to
shareholders.  This should result in the company's adjusted debt
to EBITDA ratio remaining in the 5x-6x area, per S&P's base case
scenario.

A positive rating action is less likely in the near term given
S&P's 'FS-6' assessment of the company's financial policy and the
time NCSG would need to deleverage to credit ratios supportive of
an "aggressive" financial risk profile; however, an articulated
financial strategy and demonstration that the company will
maintain adjusted debt leverage of below 5x could lead S&P to
consider an upgrade.

S&P could consider a downgrade if the adjusted debt-to-EBITDA
ratio is greater than 6x for a prolonged period likely owing to
weaker demand from the company's energy customers and increased
price competition, pursuit of large debt-funded acquisitions or
pursuit of aggressive debt-funded shareholder returns by its
private equity sponsors.


NEW LOUISIANA HOLDINGS: 15 Affiliates' Chapter 11 Case Summary
--------------------------------------------------------------
Additional affiliates of New Louisiana Holdings, LLC (Case No.
14-50756) that filed separate Chapter 11 bankruptcy petitions:

     Debtor                                  Case No.
     ------                                  --------
     SA-PG Ocala LLC                         14-50909
     4 West Red Oak Lane, Suite 201
     White Plains, NY 10604

     SA-PG Operator Holdings LLC             14-50912
     4 West Red Oak Lane, Suite 201
     White Plains, NY 10604

     SA-PG Clearwater LLC                    14-50913
     4 West Red Oak Lane, Suite 201
     White Plains, NY 10604

     SA-PG Gainesville LLC                   14-50914

     SA-PG Jacksonville LLC                  14-50915

     SA-PG Largo LLC                         14-50916

     SA-PG North Miami LLC                   14-50917

     SA-PG Orlando LLC                       14-50918

     SA-PG Pinellas LLC                      14-50919

     SA-PG Port St. Lucie LLC                14-50920

     SA-PG Sun City Center LLC               14-50921

     SA-PG Tampa LLC                         14-50922

     SA-PG Vero Beach LLC                    14-50923

     SA-PG West Palm Beach LLC               14-50924

     SA-PG Winterhaven LLC                   14-50925

Chapter 11 Petition Date: July 28, 2014

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette)

Debtors' Counsel: Patrick J. Neligan, Jr., Esq.
                  NELIGAN FOLEY LLP
                  325 N. St. Paul, Ste. 3600
                  Dallas, TX 75201
                  Tel: (214) 840-5300
                  Fax: (214) 840-5301
                  Email: pneligan@neliganlaw.com

                     - and -

                  BAKER, DONELSON, BEARMAN, CALDWELL &
                  BERKOWITZ, PC

                                     Estimated   Estimated
                                      Assets    Liabilities
                                   -----------  -----------
SA-PG Ocala LLC                    $0-$50,000   $500K-$1MM
SA-PG Operator Holdings LLC        $0-$50,000   $10MM-$50MM
SA-PG Clearwater LLC               $0-$50,000   $100K-$500K

The petitions were signed by Raymond P. Mulry, designated officer.

A list of SA-PG Operator Holdings LLC's 20 largest unsecured
creditors is available for free at:

            http://bankrupt.com/misc/lawb14-50912.pdf


NORTHFIELD PARK: S&P Withdraws 'B' CCR on Credit Repayment
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B' corporate credit rating, on Northfield Park Associates
LLC, at the issuer's request.  The withdrawal follows the complete
repayment of Northfield's $195 million credit facility, that
consisted of a $25 million revolver due December 2017, a $150
million term loan B, and a $20 million delayed draw term loan due
December 2018.


NOVATION HOLDINGS: Incurs $2.35-Mil. Net Loss for May 31 Quarter
----------------------------------------------------------------
Novation Holdings, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $2.35 million on $147,216 of revenues for
the three months ended May 31, 2014, compared with a net loss of
$25,515 on $77,201 of revenues for the same period last year.

The Company's balance sheet at May 31, 2014, showed $1.22 million
in total assets, $4.01 million in total liabilities, and a
stockholders' deficit of $2.8 million.

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

                       http://is.gd/0NIaxd

Novation Holdings, Inc., operates as regional Internet service
provider.  The company offers Internet access, emails, and related
services in the United States.  It also provides administrative
services; and focuses on teaching children Spanish through
learning centers and various after school enrichment programs.
The company was formerly known as Allezoe Medical Holdings, Inc.
and changed its name to Novation Holdings, Inc. in October 2012.
Novation Holdings, Inc. was founded in 1998 and is based in Boca
Raton, Florida.


NRG YIELD: Moody's Assigns B1 CFR & Rates $400MM Senior Notes B1
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 corporate family rating
(CFR), a Ba1-PD Probability of Default Rating, as well as a SGL-1
speculative grade liquidity rating to NRG Yield, Inc. (NYLD), a
subsidiary of NRG Energy, Inc (NRG, Ba3 stable). Concurrently,
Moody's assigned a Ba1 rating to NYLD's proposed $400 million of
senior unsecured notes. This is the first rating assigned by
Moody's to NYLD. The rating outlook is stable.

Assignments:

Issuer: NRG Yield, Inc.

Probability of Default Rating, Assigned Ba1-PD

Speculative Grade Liquidity Rating, Assigned SGL-1

Corporate Family Rating, Assigned Ba1

Senior Unsecured Regular Bond/Debenture, Assigned Ba1

Senior Unsecured Regular Bond/Debenture, Assigned a range of
LGD4, 58 %

Ratings Rationale

"NYLD's Ba1 Corporate Family Rating is supported by the stable
long term cash flow of its power project portfolio,
counterbalanced by high debt leverage", said Toby Shea, Moody's
Vice President-Senior Analyst. "Although the YieldCo business
model is relatively new and untested, NRG is a strong sponsor and
well positioned to take on this challenge."

Moody's view all three segments of NYLD's portfolio, renewable,
gas and thermal, as having a low business risk profile. Cash flow
diversity is strong, with slightly more than half coming from
renewable projects (33% wind, 20% solar by cash available for
distribution or CAFD), followed by gas-fired generation (36%), and
several thermal projects (i.e., district heating and cooling,
12%). The existing portfolio contains 25 projects and will add 7
more with the recently announced Alta Wind acquisition, which is
expected to close in the third quarter of 2014. However,
geographic diversity is more limited as NYLD has a significant
share of projects that are located in California (about 75% of
CAFD) and has substantial exposure to two California utilities,
Southern California Edison Company (SCE, A2 stable) and Pacific
Gas & Electric Company (PG&E, A3 stable).

As a yield vehicle, NYLD exhibits credit dynamics that are
different from many other companies. NYLD is likely to only
acquire assets that can produce strong and stable dividends and
avoid significant growth capital expenditures, both of which are
credit positives. On the other hand, to maintain the viability of
the business model, NYLD has to keep finding dividend accretive
acquisitions, which is subject to market conditions and
competition from other purchasers who are also interested in
similar assets that can generate stable cash flows. Though the
yield oriented business model is similar to that of a Master Limit
Partnership (MLP), the use of a YieldCo incorporating generating
and thermal facilities as an asset class is relatively new and
untested.

NRG, however, is among the few highly qualified sponsors among its
peers with the capability of executing on this financial
innovation. NRG is the largest merchant power company in the U.S.
and has an experienced and innovative management team. NYLD's
execution risk associated with providing stable and growing
dividends is mitigated by NRG's proven track record in the
development and financing of power projects. More importantly, NRG
also currently owns sufficient drop-down eligible assets to
support dividend growth at NYLD for the next five years.

Despite the initial high consolidated leverage, which is about
7.3x debt/EBITDA and results in a 7.9% CFO/debt for 2015, the
debt/EBITDA would moderate to 5.9x and CFO/debt would increase to
10.8% by 2018 in a case without additional debt or acquisitions.
Even though Moody's fully expect NYLD to grow and incur additional
debt to fund future acquisitions, the no growth case is an
important reference point because it demonstrates adequate future
cash flow available relative to debt in the "broken vehicle" case,
a downside event in which NYLD loses access to the equity market.

Moody's evaluated a P-90 case as a stress test scenario. In such a
case, based on the existing portfolio (including the new Alta Wind
assets), the projected debt/EBITDA increases by about 0.4x (times)
and CFO/debt falls by 100 basis points. While the impact is
significant, Moody's consider debt/EBITDA of 7.1x and CFO/debt of
8.4%, averaged over the next 5 years, to be acceptable for the
assigned rating levels.

Liquidity

NYLD has strong liquidity, as reflected in its SGL-1 speculative
grade liquidity rating. It has a modest amount of capital
expenditures over the near term and is expected to generate
strong, stable free cash flow over the next 12 months. As of March
31, 2014, the company had $420 million of cash on hand and a $450
million of revolving credit facility with no usage. There is a
significant amount of ongoing project-level debt amortization each
year but no debt maturities at NYLD until 2019. As NYLD grows and
utilizes its cash and revolving credit to fund acquisitions,
liquidity could at times be lower than this initially robust
level.

Outlook

NYLD's stable outlook reflects its projected strong and steady
cash flow, the diversity among individual projects, the ability of
parent company NRG to add projects to the portfolio as necessary,
and the favorable market environment for yield vehicles.

What could change the rating -- UP

NYLD's rating is constrained by its high debt leverage and it
would take a considerable amount of debt reduction for an upgrade.
Upgrade prospects are also limited by the untested nature of the
YieldCo business model and the relatively short, one year track
record of the company.

What could change the rating -- DOWN

NYLD's rating could come under pressure if leverage increases
above current levels, if there are operating problems at one or
more of its larger projects such that dividends are materially
affected, should there be difficulty finding assets to add to the
portfolio, should the YieldCo business model prove to be
challenging for other reasons, or should the company have
difficulty accessing the equity market.

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


OCEAN SPRAY: Moody's Withdraws 'Ba1' CFR & 'Ba3' Stock Rating
-------------------------------------------------------------
Moody's Investors Service announced it has withdrawn Ocean Spray
Cranberries, Inc.'s Ba1 Corporate Family Rating ("CFR").
Accordingly, the Ba3 rating on Ocean Spray's preferred stock is
also withdrawn. The ratings are being withdrawn for business
reasons.

The following ratings are withdrawn:

Ocean Spray Cranberries, Inc.:

Corporate Family Rating of Ba1;

Probability of Default Rating of Ba1-PD;

$150 million Preferred Stock Rating of Ba3 (LGD 6, 99%).

The outlook is withdrawn.

Ratings Rationale

Ocean Spray Cranberries, Inc. based in Lakeville-Middleboro,
Massachusetts, is an agricultural cooperative focusing on
cranberry products including juice drinks, fresh cranberries and
packaged cranberry food products such as CRAISINS sweetened dried
cranberries. Revenues for the twelve months ended March 1, 2014
approximated $1.7 billion.


ODOM INDUSTRIES: To Test Hason USA's $2MM Bid at Aug. 21 Auction
----------------------------------------------------------------
Odom Industries Inc., a metal fabricator based in Milford, Ohio,
filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio Case No. 14-
12401) on June 5, 2014, in Cincinnati.  Judge Beth A. Buchanan
presides over the case.  Paige Leigh Ellerman, Esq., at Frost
Brown Todd LLC, serves as Odom's counsel.

In its petition, Odom estimated $1 million to $10 million in both
assets and liabilities.  The petition was signed by Timothy C.
Odom, CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ohsb14-12401.pdf

Michael Cowden, writing for American Metal Market's AMM.com,
reported that Hason USA Corp. has offered to acquire Odom's assets
for $2 million.  Hason will serve as stalking horse bidder at an
auction set for Aug. 21.  The report says Hason also intends to
retain Tim Odom, the company's owner, as chief of operations.


OSRAM LICHT: To Slash 7,800 Jobs, Pursues Cost Cuts
---------------------------------------------------
Ulrike Dauer, writing for The Wall Street Journal, reported that
German lighting manufacturer Osram Licht AG plans to shed roughly
7,800 jobs at home and abroad through 2017, as the company cuts
costs.  Roughly 22% of the company's 35,000 employees will be
affected, the Journal said.

According to the report, starting in the 2015 fiscal year, the
restructuring steps aim to lower the company's annual cost base by
about EUR260 million, or roughly US$350 million, by the end of
fiscal year 2017.  Osram said the measures are expected to cost
EUR450 million over that three-year period and start once talks
with labor representatives have been completed, the report
related.


OVERSEAS SHIPHOLDING: Plan to Become Effective Before End of Aug.
-----------------------------------------------------------------
TankerOperator.com reported that the bankruptcy court order
confirming Overseas Shipholding Group's plan of reorganization
will become a final when the appeal period expires Aug. 1, 2014,
provided no appeal is filed.  The report noted that under the
terms of the plan, all existing agreements between American
Shipping Company (AMSC) and OSG will be assumed and accepted by
OSG on the effective date of the plan, AMSC said.  It is currently
anticipated that OSG's plan of reorganization will become
effective prior to the end of August 2014, AMSC said, according to
the report.

                   About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies
in the world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.

U.S. Bank National Association is the successor administrative
agent under the $1.5 billion credit agreement, dated as of
February 9, 2006 by and among (a) OSG, OSG Bulk Ships, Inc., and
OSG International, Inc., as joint and several borrowers, (b) the
Administrative Agent and (c) various lenders party thereto.
Counsel to the Administrative Agent are Milbank, Tweed, Hadley &
McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP.
Lazard Freres & Co. LLC serves as advisor to the Administrative
Agent.

An official committee of Equity Security Holders has been
appointed in the case.  It is represented by Brown Rudnick LLP's
Steven D. Pohl, Esq., James W. Stoll, Esq. and Jesse N. Garfinkle,
Esq.; Fox Rothschild LLP's Jeffrey M. Schlerf, Esq., John H.
Strock, Esq. and L. John Bird, Esq.

Judge Walsh signed on July 18, 2014, a findings of fact,
conclusions of law, and order confirming the First Amended Joint
Plan of Reorganization of OSG and its debtor-affiliates.

A blacklined version of the Plan dated July 17, 2014, is available
at http://bankrupt.com/misc/OSGplan0716.pdf

A full-text copy of Judge Walsh's Confirmation Order is available
at http://bankrupt.com/misc/OSGplanord0718.pdf


PAPERWORKS INDUSTRIES: Moody's Assigns B3 Corporate Family Rating
-----------------------------------------------------------------
Moody's assigned first-time ratings to PaperWorks Industries,
Inc., including the B3 corporate family rating (CFR), B3-PD
probability of default rating, and a B3 rating on the new $250
million secured notes due in 2019. The outlook is stable.

The proceeds of financing are expected to be primarily used to
repay roughly $215 million in existing debt and pay estimated
breakage fees and other transaction expenses. They will also pay a
$20 million dividend to equity holders.

Issuer: PaperWorks Industries, Inc.

Assignments:

Senior Secured Regular Bond/Debenture, Assigned B3(LGD4)

Reinstatements:

Probability of Default Rating, Reinstated to B3-PD

Corporate Family Rating, Reinstated to B3

Outlook Actions:

Outlook is stable

Ratings Rationale

The B3 corporate family rating reflects the small scale of the
company, concentration in the production of paperboard and related
products, and reliance on two paper mills in the Eastern United
States. The ratings are supported by solid margins driven by
vertically integrated operations, but also reflect PaperWorks'
exposure to volatile raw material and energy costs. At the same
time, the ratings recognize the stability of the Packaging
Division's end markets, long-term relationships with large multi-
national customers, and contract structure that facilitates the
ability to pass through partial cost increases. The ratings are
supported by the company's sizeable share of CRB market capacity
and favorable industry dynamics where industry consolidation and
supplier discipline has supported pricing.

The B3 rating on the $250 million secured notes reflects their
claim on collateral and effective seniority position in the
company's capital structure. It also reflects the absence of any
unsecured debt obligations in the capital structure. The secured
notes are secured predominantly by a first lien on all real
property and other assets of the company other than the ABL
collateral, while the $50 million ABL facility is secured
predominantly by a first lien on the receivables and inventory.

The stable outlook reflects Moody's expectation that the company
will continue to grow at a rate approximating GDP growth, with
modest improvements in margins.

Ratings could be upgraded if the company's operations became more
integrated and efficient, such that Debt/ EBITDA, as adjusted,
were to fall below 5x, while the company's EBITDA margins were to
increase and be sustained above 9%.

A downgrade would be considered if Debt/ EBITDA, as adjusted, were
expected to be sustained above 7x, if free cash flows were
persistently negative, if liquidity deteriorated, or if the
company were to undertake significant shareholder-friendly
activities or debt-financed acquisitions.

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

PaperWorks Industries, Inc. is a North American integrated full-
service packaging provider, headquartered in Bala Cynwyd,
Pennsylvania. The company's Paperboard Division has two paper
mills, located in Philadelphia, Pennsylvania and Wabash, Indiana
where it produces and sells coated and uncoated recycled
paperboard. Its Paperboard Division is also a paperboard sheeter
and reseller of solid bleached sulfate paperboard (SBS) and other
substrates to the merchant market. The company converts paper
rolls to customized sheets for use by its customers to produce
printed products on their sheet fed presses.

The company's Packaging Division maintains both short-run sheet
fed and long-run web fed technology in eight operating facilities
in the US and two operating facilities in Canada. The Packaging
Division provides its customers with supply chain and product
design management services and specialized folding carton
packaging for the consumer and food product markets.

PaperWorks is wholly owned by an affiliate of Sun Capital
Partners, Inc. ("Sun Capital"). Sun Capital invests in more than
340 companies worldwide with combined sales in excess of $45
billion in 2013. PaperWorks generated a total of $540 million in
revenue for the twelve months ended March 31, 2014.


PAPERWORKS INDUSTRIES: S&P Alters Outlook to Stable on Refinancing
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
issue-level rating to Paperworks Industries Holding Corp.'s senior
secured notes.  The '4' recovery rating indicates S&P's
expectation for average (30%-50%) recovery in the event of
default.

At the same time, S&P revised its outlook to stable from negative.
S&P also affirmed all other ratings on the company, including its
'B-' corporate credit rating.  According to the company, proceeds
from the offering will be used to refinance existing debt and fund
a dividend to its sponsors.

The outlook revision reflects S&P's assessment of the company's
liquidity profile as "adequate."  The new senior secured notes
will not have any financial performance covenants, which S&P
believes will enhance its liquidity profile.  It also incorporates
S&P's view for modest performance gains and slightly stronger
credit protection measures over the next 12 months.

"Our stable outlook reflects our view that the company will
demonstrate modest, but positive, performance gains over the next
12 months.  We believe that this will slightly enhance its credit
protection profile, but that these measures will remain in-line
with a "highly leveraged" financial risk profile," said Standard &
Poor's credit analyst David Kuntz.  "Our outlook also incorporates
our view that any meaningful improvement in credit protection
measures is likely to be offset by debt-financed dividends to its
sponsor."

S&P could lower its ratings if operating performance falls
moderately short of its expectations such that it experiences
revenue declines in the mid-single digits and margins erode by
more than 125 basis points.  Under this scenario, S&P believes its
liquidity position would erode meaningfully, and S&P could revise
its assessment to "less than adequate."

Although unlikely in the next 12 months, S&P could consider
raising its ratings if the company substantially exceeds its
forecast.  Under this scenario, revenues would be in the mid- to
high-single digits and margins 75 to 100 basis points ahead of
S&P's projections, resulting in leverage in the mid-4x area.  In
addition, an upgrade would be predicated on S&P's view that
financial policies have moderated and credit protection measures
would be sustainable at those levels.  Under this scenario, S&P
could revise its assessment of the company's comparable ratings
analysis to "neutral" from "negative."


PARADIGM EAST: Section 341(a) Meeting Scheduled for August 27
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Paradigm East
Hanover, LLC, will be held on Aug. 27, 2014, at 11:00 a.m. at
Suite 1401, One Newark Center.  Creditors have until Nov. 25,
2014, to submit their proofs of claim.

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

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

Paradigm East Hanover, LLC, sought Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 14-25017) in Newark, New Jersey,
on July 23, 2014.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Secf. 101(51B), disclosed assets of between $10 million and
$50 million, and debt of 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.


PARLIAMENT HOUSE: Orlando Resort Files Chapter 11
-------------------------------------------------
Jeff Allen, writing for MyNews13.com, reported that owners of The
Parliament House, a gay resort and entertainment complex in
Orlando, Fla., filed for Chapter 11 bankruptcy on July 25, 2014,
citing $15.5 million in debt.  The report added that The
Parliament House's attorney told News 13 the business defaulted on
loans during the recession back in 2009, and has been locked into
a foreclosure and refinancing battle ever since.  The attorney
said he is optimistic the business will be able to reach an
agreement with its lenders.

The Orlando Sentinel reported that Scott Shucker served as
bankruptcy attorney.  According to the report, one of the resort's
lenders, with an $8.5 million mortgage, is USA Capital, which is
also in bankruptcy.  The remaining $7 million is currently held by
a group called Parliament Investors, which includes businessman
Ken Johnson.  The Sentinel said Mr. Johnson's company bought the
debt from Compass Bank, after the original lender Southwest
Gauranty failed.

The property includes a 112-room hotel, bars, a swimming pool and
a 10,000-square-foot entertainment complex with dance floor and
outdoor stage.


PORTILLO'S HOLDINGS: Moody's Rates $100MM 2nd Lien Facility Caa2
----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating to
Portillo's Holdings, LLC (initially, PHD Merger Sub LLC). Moody's
also assigned a B2 rating to the company's proposed $345 million
first lien credit facilities, and a Caa2 rating to its proposed
$100 million second lien facility. The rating outlook is stable.

On July 1, 2014, Portillo's announced that it entered into a
definitive agreement whereby private equity firm Berkshire
Partners will invest in a majority stake in the company. The
transaction is expected to be funded with proceeds from the
proposed $415 million term loans, $10 million of revolver
borrowing, sponsor common equity, and preferred equity from a co-
investor.

The ratings are subject to completion of the transaction as
proposed and review of final documentation. Upon completion of the
transaction, the acquirer (PHD Merger Sub LLC) will merge with and
into Portillo's Holdings, LLC ("Portillo's"), with Portillo's
being the surviving entity and obligor under the proposed term
loans.

Ratings assigned to PHD Merger Sub LLC:

Corporate Family Rating at B3
Probability of Default Rating at B3-PD
$30 million 1st lien Revolver due 2019 at B2/LGD3
$315 million 1st lien Term Loan due 2021 at B2/LGD3
$100 million 2nd lien Term Loan due 2022 at Caa2/LGD6

Ratings Rationale

The B3 Corporate Family Rating reflects Portillo's high pro forma
leverage, with funded debt/EBITDA of approximately 6 times (and
lease-adjusted leverage in the mid 6 times range), compounded by
its very small scale and geographic concentration of its
restaurant base, with 38 units primarily in the Chicagoland
market. The rating also incorporates risks associated with the
company's change in ownership, both from a capital structure and
operating perspective, as it migrates from a family owned business
to a more return driven, private equity-owned operator. While
Moody's expects the pro forma entity to generate positive free
cash flow, restricted payment and excess cash flow definitions as
currently proposed will allow for significant cash flow leakage
for permitted investments, sale/leaseback distributions and other
restricted payments.

The rating is supported by the company's strong track record of
operating performance, loyal customer following in its core market
and strong profit margins, all of which drive strong unit
economics and solid free cash flow conversion. This in turn drives
Moody's expectation that Portillo's can maintain a good liquidity
position in spite of a significant increase in interest burden and
an expectation that capital expenditures will increase to fund
modest unit growth.

The B2 ratings assigned to Portillo's proposed $345 million first
lien credit facilities reflect the first lien position on
substantially all assets of the company. However, properties that
are designated as "sale/leaseback properties" are excluded from
the collateral package, which could be substantial as per the
current proposed terms. The Caa2 rating on the proposed $100
million second lien term loan reflects the junior position to the
first lien term loan on these same assets. The facilities are
guaranteed by Portillo's direct parent company, and each wholly-
owned subsidiary. The proposed preferred equity terms include
accruing dividends starting at 11%, a long-dated put at the
holder's option and a preferred equity claim in bankruptcy.

The stable outlook reflects Moody's expectation for gradual
improvement in debt protection metrics over the next 12-18 months.
More substantive improvement in the quantitative credit profile
that could generate positive rating momentum is a longer term
event in Moody's view, and predicated on factors beyond operating
performance, such as financial policy decisions.

A ratings upgrade would require a demonstration of continued
positive operating trends post-acquisition, as well as an
expectation that financial policies and growth strategies will
preserve a strong quantitative credit profile. A ratings upgrade
would require an expectation for lease-adjusted debt/EBITDAR
sustained below 5 times.

The ratings and outlook could be negatively impacted if operating
results were to turn negative, financial policies were to become
more aggressive, or if liquidity were to erode. Quantitatively,
ratings could be downgraded if fixed charge coverage (measured as
(EBITDA-CAPEX)/Interest) were to fall near 1.0 time.

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

Based in Oak Brook, Illinois, Portillo's operates 38 locations
primarily in the Chicagoland area under the Portillo's Hot Dogs
and Barnelli's Pasta Bowls banners. Annualized revenues are in
excess of $300 million.


QMB GROUP: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: QMB Group Inc.
        PO Box 449
        Salinas, PR 00751

Case No.: 14-06105

Chapter 11 Petition Date: July 28, 2014

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Modesto Bigas Mendez, Esq.
                  MODESTO BIGAS LAW OFFICE
                  P.O. Box 7462
                  Ponce, PR 00732
                  Tel: 787 844-1444
                  Fax: 787-842-4090
                  Email: modestobigas@yahoo.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Luzdellys Echevarria Zayas, president.

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


RECONROBOTICS INC: Court Dismisses Chapter 11 Case
--------------------------------------------------
At the request of creditors Kent Hann and DK, Inc., the Bankruptcy
Court dismisses the Chapter 11 case of ReconRobotics, Inc.

ReconRobotics supported the creditors' request to dismiss.

On April 1, 2014, the creditors commenced the Chapter 11 case by
filing an involuntary petition against ReconRobotics because they
were not satisfied with the reporting of financial and other
information. The creditors asserted that ReconRobotics had failed
to make timely payment to them.

Christopher A. Camardello, Esq., at Winthrop & Weinstine, P.A., in
Minneapolis, Minnesota, relates that since then, ReconRobotics has
provided, and has agreed to continue to provide, the information
that the creditors seek. In addition, ReconRobotics has cured
defaults under its agreement with the creditors.

According to Mr. Camardello, subject to the creditors entering
into a customary confidentiality agreement, ReconRobotics will
provide them with monthly financial information, reported in the
same fashion as ReconRobotics reports that information to its
senior secured creditor, Bremer Bank.

Col. Kent Hann, USA, Ret., DK, Inc., RiverStar, Inc., and
RiverBend Electronics, Inc., filed for Involuntary Petition
against Edina, Minnesota-based ReconRobotics, Inc., (Bankr. D.
Minn. Case No. 14-41405) on April 1, 2014.  Bankruptcy Judge
Kathleen H. Sanberg presides over the case.  The petitioners are
represented by:

         Christopher A. Camardello, Esq.
         WINTHROP & WEINSTINE, P.A.
         225 South Sixth St, Suite 3500
         Minneapolis, MN 55402-4629
         Tel: (612) 604-6649


REPUBLIC OF TEXAS: To Focus on Cannabis-Based Beverage Lines
------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that
Republic of Texas Brands Inc., which exited Chapter 11 bankruptcy
protection earlier this month, plans to change its name to Totally
Hemp Crazy and complete a merger with Chill Texas Inc., the
distributor of a cannabis-based energy drink made in Austria.

According to the report, the new name reflects the company's
renewed focus on THC-free, cannabis-based beverages like its
Chillo energy drink, which promises consumers "a whole new feeling
of being alive."

           About Republic of Texas Brands Incorporated

Republic of Texas Brands Incorporated's mission is to find the
premier cannabis and hemp industry innovators, leveraging its team
of professionals to source, evaluate and purchase value-added
companies and products, while allowing them to keep their
integrity and entrepreneurial spirit.

The company filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Tex. Case No. 13-bk-36434) on Dec. 17, 2013.  The company
estimated assets of $0 to $50,000 and liabilities of $500,001 to
$1 million.  Judge Barbara J. Houser presides over the case.

The Debtor is represented by Eric A. Liepins, Esq., at Eric A.
Liepins, P.C., in Dallas, Texas.


RENESAS MOBILE: Parent to Waive Debts Under Merger Agreement
------------------------------------------------------------
Renesas Electronics Corporation disclosed that, under the approval
of Renesas Electronics' Board of Directors on July 28, 2014, it
will consolidate its subsidiary Renesas Mobile Corporation through
an absorption-type merger.

The Merger will be conducted through an absorption-type merger
method in which Renesas Electronics will be the surviving company
and Renesas Mobile will be dissolved as the absorbed company.

Since Renesas Mobile presently has liabilities exceeding its
assets, Renesas Electronics plans to waive the debts owed by
Renesas Mobile in advance of the merger, thereby eliminating its
state of insolvency before the merger takes place.

   -- Debts to be waived: Loans and other accounts receivable

   -- Total value of debts to be waived: JPY38.9 billion
     (estimate)

   -- Implementation date: September 30, 2014 (planned)

                        Purpose of Merger

Renesas Mobile was established in 2010 as a wholly-owned
subsidiary of Renesas Electronics that is principally engaged in
the design of system-on-chip (SoC) devices for use in mobile
phones and car information systems (CIS).  However, as announced
on March 12, 2013, Renesas Electronics has been considering a
variety of structural reform measures for the mobile business of
Renesas Mobile, and has implemented measures to withdraw from the
4G wireless business.

As an important initiative among the structural reform measures
currently being undertaken by the company, Renesas Electronics has
decided to execute an absorption-type merger with Renesas Mobile
with an aim of expanding its CIS business in the automotive field,
by concentrating resources involved in that business within
Renesas Electronics and to improve the company's ability to
develop solutions, while boosting the operational efficiency of
that business and strengthening the profit structure.

                        Schedule of Merger

   -- Approval of Board of Directors regarding debt waiver to
      consolidated subsidiary: July 28, 2014

   -- Approval of Board of Directors regarding the Merger:
      July 28, 2014

   -- Conclusion of merger agreement: July 28, 2014

   -- Date of Merger (effective date): October 1, 2014 (planned)

                      Distribution of Assets

Since Renesas Mobile is a wholly-owned subsidiary of Renesas
Electronics, there will be no stocks, money, etc. issued in
connection with the Merger

                  Situation Following the Merger

There will be no changes to the company name, business activities,
headquarters address, representative, capital, and end of fiscal
year of Renesas Electronics as a result of the merger.

                         Future Outlook

No major impact is anticipated on Renesas Electronics'
consolidated and non-consolidated financial results for the fiscal
year ending March 31, 2015 as a result of the Merger.

              About Renesas Electronics Corporation

Renesas Electronics Corporation -- http://www.renesas.com-- is a
supplier of advanced semiconductor solutions including
microcontrollers, SoC solutions and a broad range of analog and
power devices.  Business operations began as Renesas Electronics
in April 2010 through the integration of NEC Electronics
Corporation and Renesas Technology Corp., with operations spanning
research, development, design and manufacturing for a wide range
of applications. Headquartered in Japan, Renesas Electronics has
subsidiaries in 20 countries worldwide.


REVEL AC: U.S. Trustee Nitpicks on Key Employee Incentive Plan
--------------------------------------------------------------
Roberta DeAngelis, the U.S. Trustee for Region 3, commented on the
request of Revel Casino Hotel to set up a key employee incentive
plan for five key executives.

Anjalee Khemlani, writing for The Press of Atlantic City, reported
that the U.S. Trustee said:

     1. more information about the five key employees was needed
to determine if any were "insiders" or stakeholders in Revel; and

     2. the incentive program is flawed in truly incentivizing
employees, and might serve more as a retention plan for the
executives, to ensure they help the company until a sale or
closing date.

According to the report, Ms. DeAngelis said "there are few, if
any, facts that bridge the gap between what each participating
employee's current duties are versus any additional or
extraordinary duties are to be undertaken."  The report added that
the U.S. Trustee wondered whether the benchmarks were set so low
that some of the targets are readily within reach for the key
employees and the operation.

According to the report, the incentive plan would split $175,000
between the five unnamed key employees -- specific amounts would
be determined by the executive board -- if the cash flow met the
performance goal set by ownership. From there, additional amounts
of $250,000 to $300,000 would be added if the cash flow exceeds
the goal by 2.5 percent, then 5 percent, 7.5 percent, 10 percent,
or the highest of 12.5 percent.  Another $225,000 would be split
upon the completion of the sale of Revel for $150 million or more.

                           About Revel AC

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

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

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

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

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

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

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


RIVERWALK JACKSONVILLE: Can Access Cash Collateral Until Dec. 14
----------------------------------------------------------------
The Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida granted Riverwalk Jacksonville
Development LLC approval to use of Sabadell United Bank N.A.'s and
U.S. Century Bank's cash collateral -- and approved the adequate
protection arrangements -- until Dec. 14, 2014, pursuant to a
budget.  A full-text copy of the cash collateral budget is
available for free at http://is.gd/oBVFkD

As reported in the Troubled Company Reporter on May 22, 2014,
Riverwalk owns and operates four real properties in downtown
Jacksonville that consists about 10.4 acres of prime commercial
space.  Three of the four properties are encumbered in mortgages
for about $5.1 million:

   (1) 1501 Riverplace Boulevard
       Sabadell mortgage
       Fair market value $4.6 million

   (2) 1643 Prudential Drive
       Unencumbered
       Fair market value $4 million

   (3) 0 Prudential Drive West Parking
       Real estate taxes $16,669
       U.S. Century mortgage
       Fair market value $1.5 million

   (4) 0 Prudential Drive East Parking and Hotel
       Real estate taxes $33,688
       U.S. Century mortgage
       Fair market value $5 million

Sabadell United Bank, N.A., holds a first mortgage to property 1,
the amount of which is disputed. Riverwalk contests the
acceleration of the loan and imposition of 25% default rate
interest since December 23, 2013, and believes that the actual
principal and interest owed is $3.6 Million. Sabadell asserts that
the debt is closer to $3.8 Million.

The U.S. Century Bank mortgage debt for properties 3 and 4 is
about $1.5 million. With properties 3 and 4 worth about
$6.5 million, Riverwalk believes that the bank has substantial
equity cushion over its debt.

Geoffrey S Aaronson, Esq., at Aaronson Schantz P.A., in Miami,
Florida, explained that Riverwalk's case was precipitated by a
lack of cash flow due to a substantially undervalued 1980 ground
lease with the Chart House restaurant.  The lease is in default
and was terminated and remains subject to State Court litigation.
Because of the economic recession, Riverwalk has been unable to
proceed with anticipated development activity. There are numerous
alternative development projects being negotiated but the filing
of a Chapter 11 petition was necessary to avoid the forfeiture of
substantial equity to Sabadell and to preserve the Riverwalk's
ability to complete negotiations regarding alternative projects.

Riverwalk proposed to adequately protect U.S. Century Bank and
Sabadell.  Mr. Aaronson pointed out that U.S. Century Bank is
clearly protected by a $5 million equity cushion, which is the
difference between the bank's lien and the properties' fair market
value.  The properties are insured and maintained and Riverwalk
will be escrowing real estate taxes.

As to Sabadell, Mr. Aaronson pointed out that it is protected by:

   (a) An equity cushion equal to somewhere between 28% (based
       upon a debt of $3.6 million) and 20% (based upon a debt of
       $3.8 million).

   (b) Continued receipt of Chart House restaurant rents for
       $5,095.00 per month.

   (c) Payment of the 2013 real estate taxes on property 1 by
       Charthouse pursuant to its lease obligation. Chart House is
       responsible for payment of $78,000 of the real estate
       taxes. Riverwalk has been advised that Chart House thus far
       has paid Sabadell $40,000. If Chart House fails or refuses
       to pay the remainder of the 2013 real estate taxes within
       60 days, Riverwalk will consider lease rejection and the
       filing with the Court of a request to compel payment.

   (d) Riverwalk will escrow $5,000 per month for non-Charthouse
       real estate obligation associated with property 1, to be
       paid to the County for ongoing 2014 real estate taxes.

   (e) Commencing 120 days after filing the Chapter 11 case,
       Riverwalk will pay Sabadell directly additional monthly
       payments of $5,000 a month.

Riverwalk said it believes that its proposal fairly and adequately
protects Sabadell going forward through December 2014, permitting
it to conclude substantial reorganization and development ongoing
negotiations. In contrast, foreclosure of property 1 by Sabadell
would result in a windfall and not mere repayment of its debt,
notes Mr. Aaronson.

Mr. Aaronson assured the Court that Riverwalk intends to abide by
its budget with a limitation of 10% fluctuation. Riverwalk will
maintain its properties in clean and proper condition and maintain
all insurances on the properties.

Riverwalk is represented by Geoffrey S Aaronson, Esq., and Tamara
D. McKeown, Esq., at Aaronson Schantz P.A.

Riverwalk Jacksonville Development, LLC, owner of the land and
parking surrounding the Wyndham RiverWalk Jacksonville, filed a
Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 14-19672) on
April 28, 2014, in Miami.  Stevan J. Pardo signed the petition as
managing member.  The Debtor estimated assets of at least $10
million and debts of at least $1 million.  Geoffrey S. Aaronson,
Esq., at Aaronson Schantz P.A. serves as the Debtor's counsel.
Judge Laurel M Isicoff oversees the case.


RKI EXPLORATION: S&P Affirms 'B' CCR; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed all its
ratings, including the 'B' corporate credit rating, on Oklahoma
City-based RKI Exploration and Production LLC.  The outlook is
stable.

S&P is affirming the ratings following its reassessment of RKI's
liquidity descriptor to "adequate" from "less than adequate" due
to the company's growing cash flow generation, its increased
borrowing base, and the receipt of proceeds from an asset exchange
transaction with Chesapeake.  As a result, S&P now expects that
sources of liquidity will cover uses by 1.2x or more in the next
12 to 18 months.  S&P has assumed in its analysis that RKI has
some flexibility to cut capital spending to maintenance level in
2015 if needed.  In addition, although S&P has not taken these
factors into account in its analysis, S&P believes that RKI's
borrowing base may increase further as the company adds reserves
and that the company may be able to raise additional funds on the
capital markets given current favorable market conditions.

"The ratings on RKI reflect the company's participation in the
volatile and capital-intensive oil and gas E&P industry, its
relatively small asset and production base and its aggressive
capital spending," said Standard & Poor's credit analyst Christine
Besset.  "These factors are offset by the company's exposure to
oil and liquids prices, for which the outlook is currently
favorable, and moderate debt leverage."

The stable outlook on RKI Exploration & Production LLC reflects
Standard & Poor's expectation that RKI will increase reserves and
production while keeping FFO to debt above 20% and debt to EBITDA
below 4x.

S&P would consider a downgrade if leverage exceeds 5x.  This would
most likely occur if RKI were not able to increase production as
expected, if capital spending meaningfully exceeded S&P's
forecasts, or if the company increased debt to make distributions
to its shareholders.  S&P would also consider a downgrade if
liquidity became constrained.  This could occur if production
growth fell short of S&P's expectations and the company was not
able to secure external sources of funds.

S&P believes an upgrade is unlikely in the next year given the
company's limited, albeit growing, reserve size and production
base.  S&P would consider an upgrade if the company increased
reserves and production in line with those of its 'B+' rated peers
while keeping leverage close to current levels and continuing to
maintain adequate liquidity.


RURAL/METRO: Officers Explain Recent Staffing Changes
-----------------------------------------------------
The Herald Chronicle reported that recent Facebook social media
postings indicated that Franklin County's Rural/Metro was reducing
its staff and several employees were gone, including Nita
Jernigan, Rural/Metro market general manager.  John Karolzak,
chief relations officer, and Bryant Howard, general manager, said
that the corporation has assessed its staffing needs, and there's
less demand in the 11 p.m. to 7 a.m. shift.  According to the
report, Messrs. Karolzak and Howard said the staffing changes are
not related to the corporation's financial struggles but merely
stem from a supply and demand issue where personnel are being
placed where they will be most effective.

                      About Rural/Metro Corp

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.  Rural/Metro was acquired in 2011 in a
leveraged buyout by Warburg Pincus LLC as part of a transaction
valued at $676.5 million.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11952) on Aug. 4, 2013, before
the U.S. Bankruptcy Court for the District of Delaware.  The
Company's debt includes $318.5 million on a secured term loan
and $109 million on a revolving credit with Credit Suisse AG
serving as agent.  There is $312.2 million owing on two issues of
10.125 percent senior unsecured notes.

The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq.,
Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serve as the Debtors' local Delaware
counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., are the Debtors' financial advisors, while
Lazard Freres & Co. L.L.C. is their investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims and noticing agent.

The U.S. Trustee has appointed a three-member official committee
of unsecured creditors in the Chapter 11 case.

The Debtors arranged $75 million of DIP financing from a group of
prepetition lenders led by Credit Suisse AG.

Rural/Metro won confirmation of its First Amended Joint Chapter 11
Plan of Reorganization on Dec. 17, 2013.  The Plan was declared
effective, and Rural/Metro and its affiliates emerged from
bankruptcy protection on Dec. 31.  The Plan enabled unsecured
noteholders to become controlling stockholders.  Unsecured
noteholders owed $312.2 million took all the new preferred stock
and 70 percent of the common stock in return for a $135 million
equity contribution through a rights offering.  Existing
shareholders received nothing.  The Plan reduced the Company's
debt by about 50 percent.


RYNARD PROPERTIES: Has Access to Cash Collateral Until September
----------------------------------------------------------------
The Hon. Jennie D. Latta of the U.S. Bankruptcy Court for the
Western District of Tennessee last month authorized Rynard
Properties Ridgecrest LP to use Fannie Mae's cash collateral until
September 2014.

As reported in the Troubled Company Reporter on April 2, 2014,
the Debtor's income is derived from the operation and management
of the 256-unit multifamily apartment complex known as Ridgecrest
Apartments.  The Debtor owes its primary lender, Fannie Mae, in
the approximate amount of $6 million.  Fannie Mae holds a security
interest in all the Debtor's accounts, accounts receivable, rents
and real property.  The Debtor believes that the total value of
the collateral pledged to Fannie Mae is
approximately $16 million.

The Debtor has said its continued use of cash, accounts receivable
and rents is necessary to ensure that the Debtor has adequate
working capital to fund operations.  Adequate working capital is
essential to the maintenance and upkeep of the apartment complex
and payment of their vendors.  The use of cash collateral will
ensure that the Debtor is able to pay the ongoing expenses that
arise in the ordinary course of its business and to ensure the
continuous operation of the business during the pendency of the
Chapter 11 case.  If the Debtor is unable to meet payroll, pay for
current utilities and supplies, and satisfy the numerous day-to-
day expenses incurred in its operation of the plants, the Debtor
will be forced to shut down.

The Debtor said the "protections contained in the order and use of
cash collateral within the framework of the budget will constitute
adequate protection for the interest of Fannie Mae
regarding such use of cash collateral as well as adequate
protection for the interest of Fannie for the continued use by the
Debtor of the other assets in which Fannie Mae has a lien.  The
budget contains provisions for Fannie Mae mortgage adequate
protection payment, insurance and taxes for payment each month
under this interim and final request."

A full-text copy of the cash collateral budget is available for
free at http://is.gd/PDvjP6

              About Rynard Properties Ridgecrest LP

Rynard Properties Ridgecrest LP is a Tennessee limited
partnership.  Its principal place of business is 2881 Rangeline
Road, Memphis, TN 38127, and the Debtor operates a 256 unit
multifamily apartment complex of Section 8 housing named
Ridgecrest Apartments and currently has TESCO operating the
complex as leasing agent.

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D.
Tenn. Case No. 14-22674) on March 13, 2014.  John Bartle signed
the petition as secretary/treasurer of Ridgecrest LLC, general
partner of the Debtor.  In its schedules, the Debtor disclosed
$16,231,959 in total assets and $8,734,000 in total liabilities.
Toni Campbell Parker serves as the Debtor's counsel.  Judge
Jennie D. Latta oversees the case.

The Debtor says it has no creditors holding unsecured priority
claims.

According to the docket, the Chapter 11 plan and disclosure
statement are due July 11, 2014.

The U.S. Trustee for Region 8 notified the Bankruptcy Court that
it was unable to appoint an official committee of unsecured
creditors in the Chapter 11 case of Rynard Properties Ridgecrest
LP.


SHERMAN INDUSTRY: U.S. Trustee Wants Case Dismissed
---------------------------------------------------
Tom Incantalupo, writing for NewsDay, reported that the United
States Trustee has asked the Bankruptcy Court to dismiss the
Chapter 11 case of Sherman Industry Inc.

Sherman Industry Inc. is a Westbury, NY-based geothermal heating
and cooling installation company that lost licenses to operate on
Long Island after dozens of consumer complaints.  Sherman filed a
Chapter 11 petition (Bankr. E.D.N.Y. Case No. 14-72944) on June
25, 2014, in Central Islip.  Judge Alan S Trust presides over the
case.  Gary C Fischoff, Esq., at Berger, Fischoff & Shumer, LLP,
serves as the Debtor's counsel.

Sherman estimated assets of $500,000 to $1 million, and
liabilities of $1 million to $10 million in its bankruptcy
petition, which was signed by Thomas Sherman, Sr., authorized
individual.


SIMPLY WHEELZ: Wants to Assume and Assign Remaining Vehicle Leases
------------------------------------------------------------------
Simply Wheelz LLC asks the Bankruptcy Court to approve the
assumption, assignment and sale to Advantage Opco, LLC, of some
vehicle leases with Merchants Automotive Group, Inc.

Stephen W. Rosenblatt, Esq., at Butler Snow LLP, in Ridgeland,
Missouri, relates that pursuant to an oral lease agreement, Simply
Wheelz leased from Merchant 224 used Nissan vehicles on a closed
end lease.  Simply Wheelz has fully complied with all of its
obligations under this lease.

Mr. Rosenblatt further relates that Simply Wheelz and Merchant
also entered into an open-end master lease agreement, which Simply
Wheelz has effectively terminated as of May 29, 2014.  As a
result, all terms in the agreements were terminated other than the
lease of some specific vehicles.  The surviving terms and
conditions for the lease of each exempt vehicle are set forth in a
lease schedule applicable to the vehicle and constitute a separate
vehicle lease agreement.

With the exemptions, Simply Wheelz has leased 3,121 vehicles from
Merchants, in addition to the 224 Nissan vehicles, for use in its
business. Simply Wheelz wants to assume and assign to Advantage
Opco only these remaining vehicle leases.

Simply Wheelz is currently going through a transition phase after
it closed the sale of assets to The Catalyst Capital Group Inc.
Advantage Opco is a designee of Catalyst.

In light of certain litigation initiated by Merchants against
Advantage Opco asserting that Advantage Opco was a successor to
Simply Wheelz and thus liable for all obligations under the
agreements, Simply Wheelz seeks an adjudication that by virtue of
the assumption and assignment of the remaining vehicle leases,
Advantage Opco has liability to Merchants only under those vehicle
leases and not under the agreements that were terminated.

Simply Wheelz is represented by:

     Stephen W. Rosenblatt
     Christopher R. Maddux
     J. Mitchell Carrington
     Thomas M. Hewitt
     BUTLER SNOW LLP
     1020 Highland Colony Parkway, Suite 1400
     Ridgeland, MS 39157
     Telephone: (601) 985-4504
     E-mail: Steve.Rosenblatt@butlersnow.com
             Chris.Maddux@butlersnow.com
             Mitch.Carrington@butlersnow.com
             Thomas.Hewitt@butlersnow.com

                    About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.

The Debtor is represented by Stephen W. Rosenblatt, Esq.,
Christopher R. Maddux, Esq., J. Mitchell Carrington, Esq., and
Thomas M. Hewitt, Esq., at Butler Snow LLP of Ridgeland,
Mississippi.  Simply Wheelz tapped EPIQ Bankruptcy Solutions LLC
as noticing and claims agent, and Capstone Advisory Group, LLC, as
financial advisor.

The Troubled Company Reporter reported on Jan. 7, 2014, that the
Bankruptcy Court has approved the sale of substantially all of the
Debtors' assets to The Catalyst Group, Inc., in exchange for the
$46 million loan that is financing the Chapter 11 reorganization.


SOURCE HOME: Creditor's Committee Fails to Block FTI Employment
---------------------------------------------------------------
Source Home Entertainment, LLC, et al., obtained permission from
the Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware to employ FTI Consulting, Inc., to provide the Debtors
with a chief restructuring officer, a chief financial officer, and
certain additional FTI personnel to assist the CRO and the CFO.

As reported by the Troubled Company Reporter on July 4, 2014, the
Debtors sought to designate Stephen Dube as the Debtors' CRO and
Joshua Korsower as the Debtors' CFO.  Generally, the CRO, CFO, and
FTI Personnel will perform activities and services customarily
performed by a chief restructuring officer and chief financial
officer, including having control over: (a) the operational and
cash management functions of the Debtors; (b) the development of
any cost reduction programs or asset conservation measures with
respect to the Debtors and any analysis thereof; and (c) any
elements of the restructuring process with respect to the Debtors.

The Official Committee of Unsecured Creditors filed on July 17,
2014, an objection to FTI's employment and asked that the Court
modify the proposed compensation to be paid to FTI.

The motion proposed that FTI will be paid a monthly fee of
$300,000 for the first two months of the case and, thereafter,
$225,000 per month, plus a contingent fee of 1.5% which is defined
as "the value of cash, proceeds, assets, securities, payments, and
other items of value distributed or distributable to prepetition
creditors of any class or transferred to secured creditors after
the filing . . . ."

Christopher M. Winter, Esq., at Duane Morris LLP, the attorney for
the Committee, stated in the July 17 court filing, "FTI should
only be entitled to receive a Contingent Fee for its own efforts,
not the efforts of others.  In essence, FTI is seeking to be paid
on the enterprise value of all of the Debtors' assets.  This is
not a reasonable Contingent Fee for this case, especially where
FTI is also receiving a large monthly fixed fee."

The Committee is represented by:

      Duane Morris LLP
      Christopher M. Winter, Esq.
      Jarret P. Hitchings, Esq.
      222 Delaware Avenue, Suite 1600
      Wilmington, DE 19801-1659
      Tel: (302) 657-4900
      Fax: (302) 657-4901
      E-mail: cmwinter@duanemorris.com
              jphitchings@duanemorris.com

                 and

      Lowenstein Sandler LLP
      Bruce Buechler, Esq.
      Michael S. Etkin, Esq.
      65 Livingston Avenue
      Roseland, NJ 07068
      Tel: (973) 597-2500
      Fax: (973) 597-2400
      E-mail: bbuechler@lowenstein.com
              metkin@lowenstein.com

      Bruce S. Nathan, Esq.
      1251 Avenue of the Americas
      New York, NY 10020
      Tel: (212) 262-6700
      Fax: (973) 422-6851
      E-mail: bnathan@lowenstein.com

                 About Source Home Entertainment
                       and Source Interlink

Headquartered in Bonita Springs, Florida, Source Home
Entertainment, LLC, manufactures front-end retail checkout
displays and is a leading distributor of books, periodicals, and
other printed material.  Its distribution network spans over
32,500 retail locations in the U.S. and abroad.

In the twelve months ended April 30, 2014, Source Home generated
revenues totaling approximately $600 million on a consolidated
basis.  As of March 31, 2014, Source Home had assets (not
including goodwill or intangibles) of $205 million and liabilities
of approximately $290 million.

Source Home, Source Interlink Manufacturing, LLC, and other
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-11553) on June 23, 2014, to sell their front-end retail
display fixtures business to lenders, absent higher and better
offers.  The Debtors are winding down their books distribution
business.

The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy
and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as
co-counsel, FTI Consulting, Inc., as crisis and turnaround
advisor; and Kurtzman Carson Consultants, LLC, as claims agent.
Stephen Dube has been designated by the Debtors to act as chief
restructuring officer and Joshua Korsower to act as chief
financial officer.

The United States Trustee for Region 3 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors.  The
Committee is represented by Lowenstein Sandler LLP.


SOURCE HOME: Section 341(a) Meeting Continued to Sept. 5
--------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, will continue the
meeting of creditors in the Chapter 11 cases of Source Home
Entertainment, LLC, et al., on Sept. 5, 2014, at 10:00 a.m. at J.
Caleb Boggs Federal Building, 844 King Street, Room 5209,
Wilmington, Delaware.

As reported by the Troubled Company Reporter on July 16, 2014, the
U.S. Trustee set the meeting for July 22, 2014, at 9:00 a.m.

                 About Source Home Entertainment
                       and Source Interlink

Headquartered in Bonita Springs, Florida, Source Home
Entertainment, LLC, manufactures front-end retail checkout
displays and is a leading distributor of books, periodicals, and
other printed material.  Its distribution network spans over
32,500 retail locations in the U.S. and abroad.

In the twelve months ended April 30, 2014, Source Home generated
revenues totaling approximately $600 million on a consolidated
basis.  As of March 31, 2014, Source Home had assets (not
including goodwill or intangibles) of $205 million and liabilities
of approximately $290 million.

Source Home, Source Interlink Manufacturing, LLC, and other
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-11553) on June 23, 2014, to sell their front-end retail
display fixtures business to lenders, absent higher and better
offers.  The Debtors are winding down their books distribution
business.

The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy
and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as
co-counsel, FTI Consulting, Inc., as crisis and turnaround
advisor; and Kurtzman Carson Consultants, LLC, as claims agent.
Stephen Dube has been designated by the Debtors to act as chief
restructuring officer and Joshua Korsower to act as chief
financial officer.

The United States Trustee for Region 3 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors.  The
Committee is represented by Lowenstein Sandler LLP.


SOURCE HOME: Bidding Procedures for Retail Business Sale Okayed
---------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware has approved Source Home Entertainment, LLC, et al.'s
bidding procedures for the sale of certain of its assets.

As reported by the Troubled Company Reporter on July 16, 2014, the
Court scheduled a hearing on July 21, 2014, at 2:00 p.m., to
consider the Debtors' motion to:

   1. approve the bid procedures to govern the sale of
      certain assets comprising of the Debtors' retail display
      manufacturing and installation business; and

   2. approve that certain asset purchase agreement dated
      June 22, 2014, with Cortland Capital Market Services LLC,
      the purchaser or stalking horse bidder.

A copy of the bidding procedures is available for free at:

  http://bankrupt.com/misc/SourceInterlink_73_biddingprocess.pdf

On July 17, 2014, the Official Committee of Unsecured Creditors
filed an objection to the Bidding Procedures.

"It is now over three weeks into the eight week process and the
Debtors have no Confidential Information Memorandum, as is
customary in this type of transaction to send to prospective
purchasers, and no functioning on-line or electronic 'data room'
for potential purchasers to conduct due diligence.  When, on
July 14, 2014, the Committee inquired as to when the CIM would be
available, the Debtors advised that such materials would be ready
'shortly.'  When on July 12, 2014, the Committee requested access
to the asset sale data room, the Debtors indicated that the data
room was not yet functional.  Further, the proposed Stalking Horse
Agreement filed with the Court contains none of the required 30
plus schedules except one schedule.  The Committee has been
advised the schedules to the Stalking Horse Agreement will not be
available until, at the earliest, July 18, 2014," Christopher M.
Winter, Esq., at Duane Morris LLP, the attorney for the Committee,
stated in a court filing dated July 17, 2014.

The sale process, said Mr. Winter, must be extended to allow
interested parties adequate time to conduct due diligence,
formulate bids and obtain any necessary financing.  According to
Mr. Winter, the only plausible explanation for the Debtors'
lackluster marketing effort is that the insider term lenders are
very interested in owning the retail display business,
particularly if it can be obtained "on the cheap" with a below
market credit bid.  The Debtors' proposed sale process will
benefit no one but insider Term Lenders and, therefore, should not
be approved by the Court, Mr. Winter alleged.

A copy of the objection is available for free at:

     http://bankrupt.com/misc/SOURCEINTERLINK_125_saleobj.pdf

Auction and Sale Hearing

Bids must be received by Sept. 12, 2014, at 5:00 p.m. (prevailing
Eastern Time).  If the Debtors receive qualified competing bids
within the requirements and time frame specified by the bidding
procedures, the Debtors will conduct an auction of the assets on
Sept. 17, 2014, at 10:00 a.m. (prevailing Eastern Time).

The Debtors will seek approval of the sale at a hearing scheduled
to commence on Sept. 19, 2014, at 10:00 a.m. (prevailing Eastern
Time).

Objections to the sale must be filed with the Court and served so
as to be actually received by 4:00 p.m. (prevailing Eastern Time)
on Sept. 12, 2014.

Omnibus Hearing

The omnibus hearing previously scheduled for Sept. 17, 2014,
at 3:00 p.m. (ET) has been rescheduled to Sept. 19, 2014, at 10:00
a.m. (ET).

                 About Source Home Entertainment
                       and Source Interlink

Headquartered in Bonita Springs, Florida, Source Home
Entertainment, LLC, manufactures front-end retail checkout
displays and is a leading distributor of books, periodicals, and
other printed material.  Its distribution network spans over
32,500 retail locations in the U.S. and abroad.

In the twelve months ended April 30, 2014, Source Home generated
revenues totaling approximately $600 million on a consolidated
basis.  As of March 31, 2014, Source Home had assets (not
including goodwill or intangibles) of $205 million and liabilities
of approximately $290 million.

Source Home, Source Interlink Manufacturing, LLC, and other
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-11553) on June 23, 2014, to sell their front-end retail
display fixtures business to lenders, absent higher and better
offers.  The Debtors are winding down their books distribution
business.

The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy
and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as
co-counsel, FTI Consulting, Inc., as crisis and turnaround
advisor; and Kurtzman Carson Consultants, LLC, as claims agent.
Stephen Dube has been designated by the Debtors to act as chief
restructuring officer and Joshua Korsower to act as chief
financial officer.

The United States Trustee for Region 3 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors.  The
Committee is represented by Lowenstein Sandler LLP.


SOURCE HOME: Has Final Nod to Pay Critical Vendor Claims
--------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware entered on July 18, 2014, an order authorizing Source
Home Entertainment, LLC, et al., to pay certain prepetition claims
of critical vendors.

As reported by the Troubled Company Reporter on July 4, 2014, the
court previously issued an order giving the Debtors interim
authority to pay critical vendor claims provided that the payments
must not exceed $155,000 in the aggregate.

Deadline for Schedules Extended

On July 18, the Court extended the deadline for the Debtors to
file their schedules of assets and liabilities and statements of
financial affairs by an additional 30 days through and including
Aug. 22, 2014.

The TCR reported on June 26, 2014, the Debtors, prior to the
filing of the Chapter 11 cases, focused on winding down their
distribution business, responding to numerous creditor and vendor
questions in connection therewith, preparing for the Chapter 11
filing, preparing the business to transition into chapter 11, and
negotiating with its significant creditor constituencies.  The
efforts made it difficult for the Debtors to prepare the schedules
and statements.

Administrative Advisor Okayed

The Court approved on July 18 the Debtors' hiring of Kurtzman
Carson Consultants LLC as administrative advisor, effective nunc
pro tunc to the Petition Date.

As reported by the TCR on June 26, 2014, the bankruptcy
administrative services will include, among other things, the
solicitation, balloting and tabulation of votes on a Chapter 11
plan.

                 About Source Home Entertainment
                       and Source Interlink

Headquartered in Bonita Springs, Florida, Source Home
Entertainment, LLC, manufactures front-end retail checkout
displays and is a leading distributor of books, periodicals, and
other printed material.  Its distribution network spans over
32,500 retail locations in the U.S. and abroad.

In the twelve months ended April 30, 2014, Source Home generated
revenues totaling approximately $600 million on a consolidated
basis.  As of March 31, 2014, Source Home had assets (not
including goodwill or intangibles) of $205 million and liabilities
of approximately $290 million.

Source Home, Source Interlink Manufacturing, LLC, and other
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-11553) on June 23, 2014, to sell their front-end retail
display fixtures business to lenders, absent higher and better
offers.  The Debtors are winding down their books distribution
business.

The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy
and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as
co-counsel, FTI Consulting, Inc., as crisis and turnaround
advisor; and Kurtzman Carson Consultants, LLC, as claims agent.
Stephen Dube has been designated by the Debtors to act as chief
restructuring officer and Joshua Korsower to act as chief
financial officer.

The United States Trustee for Region 3 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors.  The
Committee is represented by Lowenstein Sandler LLP.


SPECIALTY PRODUCTS: RPM to Resolve Bondex Asbestos Injury Claims
----------------------------------------------------------------
RPM International Inc. on July 28 announced an agreement in
principle with the official representatives of current and future
claimants that would resolve all present and future asbestos
personal injury claims related to Bondex International, Inc. and
other related entities.  The agreement in principle contemplates
the filing of a plan of reorganization with the United States
Bankruptcy Court in Delaware.  The plan will be subject to
approval of the claimants, as well as the U.S. Bankruptcy Court
and U.S. District Court.

Under the terms of the agreement in principle, a trust will be
established under Section 524(g) of the United States Bankruptcy
Code for the benefit of current and future asbestos personal
injury claimants, funded as follows:

Upon the plan becoming effective, the trust will be funded with
$450 million in cash;

On or before the second anniversary of the effective date of the
plan, an additional $102.5 million in cash, RPM stock or a
combination thereof (at the discretion of RPM in this and all
subsequent cases) will be deposited into the trust;

On or before the third anniversary of the effective date of the
plan, an additional $120 million in cash, RPM stock or a
combination thereof will be deposited into the trust; and

On or before the fourth anniversary of the effective date of the
plan, a final payment of $125 million in cash, RPM stock or a
combination thereof will be deposited into the trust.

These contributions to the trust total $797.5 million and are
expected to be tax deductible. RPM estimates the after-tax net
present value of the contributions to be approximately $485
million.  The company anticipates that the cash necessary to
initially fund the trust will be provided from amounts available
under its revolving credit facilities and available cash
resources.  However, depending upon market conditions, RPM may
determine to finance all or a portion of the contributions through
the debt capital markets.

Pursuant to the agreement, Bondex's parent company, Specialty
Products Holding Corp., will remain a wholly owned subsidiary of
RPM and its results of operations will be reconsolidated with
those of RPM for financial reporting purposes effective upon
consummation of the plan.  SPHC had revenues of approximately $385
million during the 12 months ended May 31, 2014, compared with
revenues of approximately $300 million for the fiscal year ended
May 31, 2010, when the bankruptcy commenced.  Virtually all of
SPHC's growth over that period has been organic.  The company
anticipates that reconsolidating SPHC's results will be accretive
to RPM's earning per share in the first year, in part because the
accounting rules that required RPM to record SPHC's non-
controlling interests in certain RPM subsidiaries as a non-cash
reduction to net income will no longer apply upon consummation of
the plan.

"We have been able to reach a settlement on acceptable terms that
will resolve the Bondex-related asbestos liability, while enabling
us to reconsolidate the financial results of SPHC's growing and
profitable businesses," stated Frank Sullivan, chairman and chief
executive officer of RPM.  "Consummation of a plan of
reorganization incorporating these terms will allow RPM to move
forward and put this chapter in our history behind us."

RPM expects the Bankruptcy Court will schedule future proceedings
regarding this matter.  The company expects to provide additional
details on the financial impact of the agreement upon consummation
of the plan, which is currently expected by the end of fiscal
2015.

                    Cooney & Conway Statement

Cooney & Conway on July 28 disclosed that RPM International and
representatives of current and future claimants for deadly
asbestos injuries have agreed in principle to resolve all asbestos
claims related to Bondex International and other related entities.
John D. Cooney, partner at the Cooney & Conway law firm in
Chicago, and Chairman of the committee representing injured
victims placed the estimated value of the settlement at $800
million.

Mr. Cooney explained that the settlement allows RPM to establish a
trust under Section 524 (g) of the U.S. Bankruptcy code for the
benefit of present and future asbestos plaintiffs.  RPM will make
payments to the Fund over a four year period, including both cash
and RPM stock.

"While nothing can replace the thousands of workers who have been
sickened or died as a result of their exposure to asbestos, this
settlement represents a fair financial resolution for workers,
their families, and RPM," Mr. Cooney stated.

An RPM subsidiary, Specialty Products Holding Corporation (SPHC)
is Bondex's parent corporation.  SPHC filed for bankruptcy
protection in May 2010 mainly due to asbestos personal-injury
liability related to asbestos products it manufactured.  When
inhaled, asbestos can cause lung disease and cancer.  So far more
than 100,000 people have filed claims against Bondex for asbestos
injuries.

Mr. Cooney added that, "For more than four years claimants have
waited to resolve their claims against Bondex for injuries they
received for no other reason than that they worked hard during the
course of their careers.  This settlement ends the waiting period,
and I am optimistic that the injured victims and their families
will be swiftly compensated under this agreement."

The agreement is subject to the approval of the claimants and the
U.S. Bankruptcy Court.

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., Zachary
I. Shapiro, Esq., Paul N. Heath, Esq., and Tyler D. Semmelman,
Esq., at Richards Layton & Finger, serve as co-counsel.  Logan and
Company is the Company's claims and notice agent.  The Company
estimated its assets and debts at $100 million to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.

Counsel to the Official Committee of Asbestos PI Claimants are
Natalie D. Ramsey, Esq., and Mark A. Fink, Esq. of Montgomery,
Mccracken, Walker & Rhoads, LLP, in Wilmington Delaware, and Mark
B. Sheppard, Esq. of the firm's Philadelphia, Pennsylvania
division.

Counsel to the Future Claimants' Representative are James L.
Patton, Jr., Esq., Edwin J. Harron, Esq., Edmon Morton, Esq.,
Sharon Zieg, Esq., and Erin Edwards, Esq. of Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware.

Competing bankruptcy exit plans have been filed by the Debtors, on
one hand, and the Official Committee of Unsecured Creditors and
the Future Claimants' Representative on the other.

The Debtors' First Amended Joint Plan of Reorganization and the
explanatory Disclosure Statement, dated Nov. 18, 2013, provides
for an asbestos trust to be established and funded with cash to
pay present and future asbestos-related claims.  The trust will be
funded by secured notes, issued by the Debtors and their ultimate
parent, RPM International Inc. ("International"), and the amounts
and terms of the notes will, with one exception, be determined by
the final outcome or settlement of the litigation that will
determine the asbestos claimants' rights in the chapter 11 cases.
The one exception is that the notes will provide for an aggregate
initial nonrefundable payment of $125 million to the asbestos
trust irrespective of the outcome of any litigation.  In short,
the Debtors and International have committed to pay to asbestos
claimants the maximum amount to which they are entitled based on
the applicable judgments or rulings in the litigation that will
determine the extent of the claimants' rights in the chapter 11
cases, and to make comparable payments to other similarly situated
creditors.

The PI Committee and the FCR's Third Amended Plan, filed Oct. 15,
2013, provides that: (i) SPHC will be separated from non-Debtor
direct or indirect parent Bondex International; (ii) Reorganized
SPHC will be managed and/or sold for the benefit of holders of all
Claims that are not paid in Cash, subordinated, cancelled or
otherwise treated pursuant to the Plan; (iii) all of SPHC's causes
of action will survive; (iv) Asbestos PI Trust Claims against SPHC
will be channeled to an Asbestos PI Trust; and (v) current SPHC
equity interests will be canceled, annulled, and extinguished.

On May 20, 2013, the Bankruptcy Court entered an order estimating
the amount of the Debtors' asbestos liabilities, and a related
memorandum opinion in support of the estimation order.  The
Bankruptcy Court estimated the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding at approximately $1.17 billion.  The estimation hearing
represents one step in the legal process in helping to determine
the amount of potential funding for a 524(g) asbestos trust.


SUNDANCE STRATEGIES: Mantyla McReynolds Raises Going Concern Doubt
------------------------------------------------------------------
Sundance Strategies, Inc., filed with the U.S. Securities and
Exchange Commission an amendment to its annual report on Form 10-K
for the fiscal year ended March 31, 2014.

In the annual report, Mantyla McReynolds, LLC, expressed
substantial doubt about the Company's ability to continue as a
going concern, citing that the Company has incurred losses since
inception and negative operating cash flows.

The Company reported a net loss of $206,138 on $508,411 of
interest income on investment in net insurance benefits for the
fiscal year ended March 31, 2014, as compared to a net loss of
$104,651 on $nil of interest income on investment in net insurance
benefits from inception on Jan. 31 to March 31, 2013.

The Company's balance sheet at March 31, 2014, showed $17.08
million in total assets, $1.6 million in total liabilities and
stockholders' equity of $15.48 million.

A copy of the Form 10-K/A-1 is available at:

                       http://is.gd/I2WwwX

Sundance Strategies, Inc., a specialty financial services company,
engages in the life insurance secondary market settlement
activities in the United States.  It is involved in purchasing or
acquiring life insurance policies and residual interests in or
financial products tied to life insurance policies, including
notes, drafts, acceptances, open accounts receivable, and other
obligations representing part or all of the sales price of
insurance, life settlements, and related insurance contracts.  The
company is based in Provo, Utah.


SYMETRA FINANCIAL: Moody's Affirms 'Ba1' Jr. Subordinated Notes
---------------------------------------------------------------
Moody's Investors Service has affirmed the Baa3 senior debt rating
for Symetra Financial Corporation (Symetra; NYSE: SYA) and the A3
insurance financial strength (IFS) rating of Symetra's key life
insurance operating subsidiary, Symetra Life Insurance Company
(Symetra Life) with a stable outlook. Additionally, Moody's has
assigned provisional ratings to Symetra's shelf registration
(senior unsecured debt at (P)Baa3) statement filed by the company
on July 24, 2014. The outlook for the provisional ratings is
stable. Other affiliated ratings were also affirmed or assigned
(see complete ratings list, below).

Symetra maintains this new shelf registration statement for
general corporate purposes, which may include but is not limited
to working capital, capital expenditures, repayment of outstanding
indebtedness, stock repurchases and dividends.

Ratings Rationale

Moody's said the A3 IFS rating and stable outlook reflects
Symetra's good financial flexibility, strong capitalization and
consistent but modest growth in profitability, in line with rating
expectations. Symetra's return on capital has been in the mid-
single digits for the past several years even as the company has
invested in organically growing its newer business lines (e.g.,
Group Life & Disability, Fixed Indexed Annuities). The rating is
also supported by Symetra's relatively low financial leverage,
strong earnings coverage as well as its growing bank-distributed
fixed annuity business and broadening distribution network.
Symetra is a consistent leader in the bank-distributed fixed
annuity market and medical-stop loss insurance. Moody's noted that
Symetra has expanded its brokerage general agency (BGA)
distribution relationships and is growing its life insurance
sales, but still has a relatively modest market position.

The rating agency commented that given the highly interest-
sensitive nature of Symetra Life's liabilities, including deferred
annuities and structured settlements, the company faces continued
pressure from spread compression and reinvestment risk in the
persistently low interest rate environment. The company also needs
to maintain pricing discipline as it seeks to expand its product
offerings in the competitive group and individual insurance
markets.

Moody's said the following factors could place upward pressure on
Symetra's ratings: return on capital (ROC) consistently above 7%;
earnings and cashflow coverage at Symetra Financial consistently
greater than 7x and 4x, respectively.

Conversely, the following factors could place downward pressure on
Symetra's ratings: failure to maintain pricing discipline with
growing sales in new markets; ROC falls below 4%; consolidated
financial leverage at Symetra exceeds 30%, or earnings coverage of
less than 4x.

The following ratings were affirmed with a stable outlook:

  Symetra Financial Corporation: senior debt at Baa3; junior
  subordinated notes at Ba1 (hyb);

  Symetra Life Insurance Company: long-term insurance financial
  strength at A3; short-term insurance financial strength at
  Prime-2.

The following provisional ratings have been assigned with a stable
outlook:

  Symetra Financial Corporation -- provisional senior unsecured
  debt at (P)Baa3; provisional subordinated debt at (P)Ba1;
  provisional junior subordinated debt at (P)Ba1; provisional
  preferred stock at (P)Ba2.

Symetra Financial Corporation is a Bellevue-based, public company
that sells insurance and related financial products. At June 30,
2014, it reported consolidated GAAP assets of approximately $31
billion and consolidated GAAP shareholders' equity of about $3
billion. Symetra Life Insurance Company, its wholly-owned life
insurance subsidiary, reported total statutory assets of
approximately $28 billion and adjusted statutory capital and
surplus of about $2 billion at March 31, 2014.


TANK HOLDING: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has affirmed the ratings, including the
B2 corporate family rating and the B2-PD Probability of Default
rating of Tank Holding Corp. Concurrently, Moody's upgraded the
ratings on Tank's $50 million senior secured revolving credit
facility and $297 million senior secured term loan to Ba3 from B1.
The rating outlook remains stable.

The upgrade of Tank's senior secured credit facility to Ba3 from
B1 is reflective of recent pay-downs of debt including a $12
million prepayment of term debt in the first half of fiscal 2014
and a $24 million prepayment of term debt during 2013. The lower
levels of senior secured debt and the corresponding increase in
the proportion of more junior liabilities in the capital structure
resulted in an upgrade of those instruments in accordance with
Moody's loss given default methodology.

Issuer: Tank Holding Corp.

Affirmations:

Corporate Family Rating, affirmed B2

Probability of Default Rating, affirmed B2-PD

Outlook, Stable

Upgrades:

$50 million Senior Secured Revolver due 2018, upgraded to Ba3
from B1 (LGD3)

$297 million Senior Secured Term Loan (originally $355 million)
due 2019, upgraded to Ba3 from B1 (LGD3)

Ratings Rationale

The B2 corporate family rating continues to reflect the company's
small revenue base (FY 2013 sales of $275 million), significant
end market concentration within the agricultural segment
(accounting for approximately 45% of sales) along with a
relatively high degree of leverage. These considerations are
partially offset by Tank's strong position within niche markets,
robust operating margins, and overall product competitiveness
stemming from Tanks ability to offer competitively priced
containers when compared to fiberglass or steel. The rating also
reflects the expectation of continued free cash flow generation
supported by relatively modest capital expenditure requirements.

The stable outlook reflects Moody's expectation of continued,
albeit gradual, improvements in Tank's financial results and
credit profile over the next several quarters.

Tank has a good liquidity profile, supported by full availability
under its $50 million revolving credit facility, a demonstrated
record of free cash flow generation and an absence of near term
principal obligations. Moody's expect Tank to continue to maintain
positive free cash flow in the mid-to-high single digits driven by
relatively low capital expenditure requirements and high operating
margins. The revolver, which is expected to remain largely unused,
contains a springing net leverage covenant which only comes into
effect if usage under the facility exceeds 15%. As of March 31,
2014, the revolver was unused and the company had ample headroom
under its financial covenant with a net leverage ratio of 5.1x
versus a 8.5x covenant. Alternate liquidity is considered limited
given the senior credit facility's first priority lien on all
property and assets of the borrower and guarantors.

Tank's ratings could be downgraded if debt to EBITDA was sustained
above 6.25 times and EBIT to interest sustained below 1.25 times.
A decrease in year over year margins combined with a decline in
revenues or a large, debt financed acquisition or dividend recap
could also result in a downgrade.

Tank's ratings could be upgraded if credit metrics improved such
that debt to EBITDA were sustained below 4.0 times, operating
margins grew to the mid-30% range while maintaining free cash flow
to debt in the low double-digits.

Tank Holding Corp. and its wholly-owned subsidiaries, Snyder
Industries, Inc. and Norwesco, Inc. (collectively, "Tank") are
engaged in the manufacturing and distribution of rotationally
molded polyethylene and steel tanks, containers, bins and pallets
for agricultural, water, industrial, food and beverage, and on-
site water treatment applications, among others. In addition, the
company markets valves, couplers, adapters, lids and other
accessories related to the use of its tanks. Tank is controlled by
affiliates of Leonard Green & Partners, L.P. Revenue for LTM March
31 2014 was approximately $270 million and is primarily derived
from operations in the U.S. and Canada.

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


TENNECO INC: Moody's Hikes CFR to Ba2 & Sr. Unsec. Rating to Ba3
----------------------------------------------------------------
Moody's Investors Service upgraded the debt ratings of Tenneco
Inc., including Corporate Family Rating to Ba2 from Ba3, secured
debt to Baa2 from Baa3, and senior unsecured to Ba3 from B1. The
Speculative Grade Liquidity Rating was affirmed at SGL-2. The
rating outlook is stable.

Ratings upgraded:

Issuer: Tenneco, Inc.

Corporate Family Rating, to Ba2 from Ba3;

Probability of Default Rating, to Ba2-PD from Ba3-PD;

Senior secured revolving credit facility due 2017, to Baa2 (LGD2)
from Baa3 (LGD2);

Senior secured term loan A facility due 2017, to Baa2 (LGD2) from
Baa3 (LGD2);

6 7/8% senior unsecured notes due 2020, to Ba3 (LGD4) from B1
(LGD4);

7.75% senior unsecured notes due 2018, to Ba3 (LGD4) from B1
(LGD4)

Ratings affirmed:

Speculative Grade Liquidity Rating, at SGL- 2

Ratings Rationale

Tenneco's Ba2 Corporate Family Rating (CFR) incorporates Moody's
belief that continued growth in the company's Clean Air division
(about 69% of 2014 year-to-date revenues) will drive sustained
improvement profitability supportive of the assigned rating over
the intermediate-term. Growth in Tenneco's Clean Air division is
being driven by increasing emission control regulations around the
globe. As a result, higher penetration of the company's clean air
products should continue to result in growth in this division in
excess of commercial vehicle and automotive industry growth
trends. In addition the company's ride control business is
experiencing improved profitability following the restructuring
actions take in the prior year. For the LTM period ending June 30,
2014, Moody's estimates Tenneco's EBITA/interest expense to be
4.5x and Debt/EBITDA to be 2.7x. Seasonal working capital
improvements are expected to lower the Debt/EBITDA to below 2.5x
by year-end 2014, and Moody's anticipates this ratio to reach
about 2.2x over the intermediate-term. Tenneco's credit metrics
also are expected to benefit from lower levels of restructuring
charges over the coming quarters. Yet, this benefit may be
tempered by higher levels of customer support costs related to the
growing Clean Air division revenues.

The stable rating outlook incorporates Moody's expectation that
Tenneco's credit metrics will continue strengthen within the
assigned rating range over the intermediate-term supported by
greater penetration of clean air products. Despite higher levels
of working capital and capital expenditures to support the
company's growth, free cash flow generation should support
leverage within the assigned rating range over the intermediate-
term.

Tenneco's SGL-2 Speculative Grade Liquidity rating reflects the
expectation of a good liquidity profile over the near-term
supported by the company's cash balances, revolving credit
availability, and free cash flow generation. As of June 30, 2014,
the company maintained cash and cash equivalents of $260 million.
The $850 million senior secured revolving credit facility, which
matures in 2017, had $208 million of borrowings, and supports
operating flexibility. Tenneco is anticipated to generate positive
free cash flow, after required debt amortization and other items
over the near-term even with higher levels of working capital and
capital expenditures required to support the company's clean air
division. Yet, Tenneco also relies in part on accounts receivable
securitization as a source of financing. If the company is unable
to extend these securitizations, additional borrowings under the
revolving credit facility may be required to meet liquidity needs.
The credit facility contains two financial covenants including a
maximum net leverage ratio and a minimum interest coverage ratio.
Moody's expect the company to maintain a good cushion to these
covenants over the next 12-18 months.

Future events that could drive Tenneco's ratings higher include
continued growth in the company's clean air division supporting
not only stronger profitability and cash flow resulting consistent
debt reduction on an fiscal year-end basis. Consideration for a
higher rating or outlook could arise if these factors, in Moody's
view, could lead to EBITA/Interest being sustained at over 5.5x
and Debt/EBITDA sustained below 2x.

Future events that could drive Tenneco's outlook or ratings lower
include declines in global automotive or commercial vehicle
production or loss of momentum in the company's clean air product
penetration resulting is weakening credit metrics or liquidity.
Consideration for a lower rating could arise if these factors were
to lead to expected fiscal-end Debt/EBITDA approaching 3.5x or
EBITA/Interest coverage at 3.5x times.

Tenneco, headquartered in Lake Forest, Illinois, is a leading
manufacturer of automotive emissions control (approximately 69% of
sales) and ride control (approximately 31% of sales) products and
systems for both the worldwide original equipment market and
aftermarket. Leading brands include Monroe(R), Rancho(R),
Clevite(R), and Fric Rot ride control products and Walker(R),
Fonos, and Gillet emission control products. Net sales in 2013
were approximately $8.0 billion.

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


TEREX CORP: S&P Retains 'BB' Rating on Sr. Unsecured Notes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue-level
rating and '1' recovery rating to Westport, Conn.-based Terex
Corp.'s proposed $600 million senior secured revolving credit
facilities due 2019, which is split between a $300 million U.S.
dollar denominated facility and a $300 million multicurrency
facility.

At the same time, S&P assigned its 'BBB-' issue-level rating and
'1' recovery rating to the company's proposed up to $500 million
term loan facilities due 2021, which is split between a U.S.
dollar tranche and an up to EUR200 million tranche (the borrower
of the euro-denominated tranche is Terex International Financial
Services Co.).  The '1' recovery rating indicates S&P's
expectation for very high recovery (90%-100%) for the lenders in a
payment default scenario.  The issue rating is two notches higher
than the corporate credit rating on Terex.

The 'BB' issue-level rating and '4' recovery rating on the senior
unsecured notes remain unchanged.  The '4' recovery rating
indicates S&P's expectation for average recovery (30%-50%) in the
event of a payment default.  The 'B+' issue-level rating and '6'
recovery rating on the subordinated convertible notes due 2015
remain unchanged.  The '6' recovery rating indicates S&P's
expectation for negligible recovery (0%-10%) in the event of a
payment default.

S&P raised the 'BB' corporate credit rating on Terex one notch on
March 12, 2014, based on the company's improved credit measures
and prospects for continued sizeable free cash flow generation.
Over the past several years, Terex has reshaped its portfolio to
reduce exposure to weaker performing niches of the construction
market and to expand its presence into material handling and port
solutions markets.  Although S&P expects that Terex's results will
remain cyclical, it also expects that these portfolio shifts will
somewhat reduce the future volatility of the company's operating
results and allow the company to improve its profitability.

RATINGS LIST

Terex Corp.
Corporate Credit Rating          BB/Stable/--

New Ratings

Terex Corp.
Senior Secured
  $600 mil. revolving credit facilities due 2019     BBB-
   Recovery Rating                                   1
  $500 million term loan facilities due 2021*        BBB-
   Recovery Rating                                   1

Ratings Unchanged

Terex Corp.
Senior unsecured notes                              BB
  Recovery Rating                                    4
Subordinated convertible notes due 2015             B+
  Recovery Rating                                    6

* The borrower of the euro-denominated tranche is Terex
  International Financial Services Co.


TLO LLC: Oversight Panel Can Taps Genovese Joblove as Counsel
-------------------------------------------------------------
The Post-Confirmation Oversight Committee of TLFO LLC sought and
obtained permission from the U.S. Bankruptcy Court for the
Southern District of Florida to employ Paul J. Battista, Esq. and
Genovese Joblove & Battista, P.A., as its counsel.

The firm is expected to perform services that will be necessary to
finalize the liquidation of the Debtor's assets and payment in
full of all allowed unsecured claims (plus Post Petition Interest)
in accordance with the Amended Plan.

The firm will, among other things, provide these services:

  a) advise the Oversight Committee with respect to its rights,
     powers, and duties post confirmation;

  b) assist and advise the Oversight Committee in its
     consultations with the Plan Disbursing Agent in respect of
     the liquidation of the TLFO assets; and

  c) assist and advise the Oversight Committee concerning
     retention of Post Confirmation Professionals.

Paul J. Battista and Maria Elena Guitian, Esq., the attorneys who
will be principally working on the cases, will bill $595 and $450
per hour, respectively.  The rates of other professionals are:

      Attorneys                $200 to $595
      Associate Attorneys      $200 to $350
      Legal Assistants         $150 to $195

The Oversight Committee assures the Court that the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                    About TLO LLC nka TLFO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No. 13-20853)
on May 9, 2013, in West Palm Beach, Florida, near the company's
headquarters in Boca Raton.  The petition was signed by E. Desiree
Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.


UNITED AIRLINES: Fitch Rates 2022 Class B Certs 'BB+(EXP)'
----------------------------------------------------------
Fitch Ratings assigns the following expected ratings to United
Airlines' (UAL, rated 'B'; Outlook Positive by Fitch) proposed
Pass Through Trusts Series 2014-2:

-- $823,071,000 Class A certificates due in September 2026
   'A(EXP)';

-- $238,418,000 Class B certificates due in September 2022
   'BB+(EXP)'.

The A-tranche ratings are primarily driven by a top-down analysis
incorporating a series of stress tests which simulate the
rejection and repossession of the aircraft in a severe aviation
downturn. The 'A' level rating is supported by a high level of
overcollateralization and high quality collateral which support
Fitch's expectations that A tranche holders should receive full
principal recovery prior to default even in a harsh stress
scenario. The ratings are also supported by the inclusion of an 18
month liquidity facility, cross-collateralization/cross-default
features and the legal protection afforded by Section 1110 of the
U.S. bankruptcy code. The structural features increase the
likelihood that the class A certificates could avoid default even
if United were to file bankruptcy and subsequently reject the
aircraft.

The initial A-tranche LTV, as cited in the prospectus, is 55.1%,
and Fitch's maximum stress case LTV (the primary driver for the A-
tranche rating) through the life of the transaction is 90.4%. This
level of overcollateralization provides a significant amount of
protection for the A-tranche holders.

The 'BB+' rating for the B-tranche represents a four-notch uplift
(maximum is five per Fitch's EETC criteria) from United's Issuer
Default Rating (IDR) of 'B'. The four-notch uplift primarily
reflects Fitch's view of the affirmation factor for this
collateral pool (the likelihood that United would choose to affirm
the aircraft in a potential default scenario). Secondary factors
for the B tranche rating include the presence of an 18 month
liquidity facility and Fitch's view of recovery prospects in a
stress scenario. Fitch considers the affirmation factor for the
aircraft in this portfolio to be high as the 737-900ER, 787-9, and
ERJ-175LR are considered key strategic elements of UAL's fleet.
The affirmation factor is also a supporting consideration for the
A-tranche rating.

Transaction Overview

UAL plans to raise $1,061,489,000 in an EETC transaction to fund
27 new aircraft that are expected to be delivered between November
2014 and July 2015.

The A-tranche will be sized at $823,071,000 with a 12.1 year
tenor, a weighted average life of 8.8 years and an initial LTV of
55.1% (per the prospectus). Fitch calculates the initial LTV at
58.2% using values provided by an independent appraiser.
The subordinate B-tranche will be sized at $238,418,000 with an
8.1 year tenor and a weighted average life of 5.9 years. The
initial prospectus LTV for the B-tranche is 71%. Fitch calculates
the initial LTV at 75.0%.

Collateral Pool: The transaction will be secured by a perfected
first priority security interest in 27 new delivery aircraft
including 11 Boeing 737-900ERs, 4 787-9s, and 12 Embraer 175LRs.
Fitch classifies the 787-9 as Tier 1 collateral while the 737-
900ERs and ERJ-175LRs are considered low Tier 1/high Tier 2
collateral. All three types are considered strategically important
to UAL's fleet. Aircraft to be included in the collateral pool
will be selected from 40 eligible aircraft scheduled for delivery
between November 2014 and July 2015. The eligible aircraft consist
of 17 Boeing 737-900ERs, 5 787-9s, and 18 Embraer 175LRs.

ERJ-175LRs to be Leased: As was the case in the recent UAL 2014-1
transaction, the Embraer 175LRs in this pool will be leased to a
regional partner from the inception of the transaction rather than
being operated directly by United. EETCs generally incorporate the
legal flexibility to lease the collateral aircraft during the life
of the transaction, but most recent transactions have not included
leases from the inception. The leases will be with Mesa Airlines,
Inc.

Importantly, according to the transaction documents the leases to
Mesa will be subject and subordinated to the note indentures. This
means that if United were to default, creditors should be able to
repossess the aircraft despite the fact that they are being
operated by a third party. For this reason, Fitch does not believe
that the leases materially affect the credit profile of the
transaction.

Liquidity Facility: The Class A and Class B certificates benefit
from a dedicated 18-month liquidity facility which will be
provided by BNP Paribas (rated 'A+'/'F1' with a Stable Outlook).

Cross-default & Cross-collateralization Provisions: Each note will
be fully cross-collateralized and all indentures will be fully
cross-defaulted from day one, which Fitch believes will limit
UAL's ability to 'cherry-pick' aircraft in a potential
restructuring.

Pre-funded Deal: Proceeds from the transaction will be used to
pre-fund deliveries expected between November 2014 and July 2015.
Accordingly, proceeds will initially be held in escrow by BNP
Paribas, the designated depositary, until the aircraft are
delivered.

Fitch notes that this transaction features a 35 day replacement
window in the event that the depositary should become ineligible.
This is inconsistent with Fitch's counterparty criteria which
generally stipulates a maximum 30 day replacement period. However,
Fitch does not consider the longer replacement window to be
material to the ratings given that the additional time period is
not significant. In addition, the transaction's exposure to the
depositary is a short-term risk given that the depositary function
terminates once all aircraft have been delivered. Risk is also
mitigated by BNP's 'A+/F1' rating, which is above the current
rating of the class A certificates.

KEY RATING DRIVERS

Stress Case: The ratings for the class A certificates are
primarily based on collateral coverage in a stress scenario. The
analysis utilizes a top-down approach assuming a rejection of the
entire pool in a severe global aviation downturn. The analysis
incorporates a full draw on the liquidity facility, and an assumed
repossession/remarketing cost of 5% of the total portfolio value.
Fitch then applies immediate haircuts to the collateral value.

The 787-9s in this pool receive a 20% haircut representing the low
end of Fitch's Tier 1 stress range (20 - 30%) reflecting Fitch's
view of the 787 as a top quality aircraft. The 737-900ERs receive
a more severe haircut of 30%, which incorporates the 737-900ER's
limited user base, which could translate into a more difficult
remarketing process if the aircraft had to be repossessed and
sold. The Embraer 175LRs also receive a 30% haircut consistent
with Fitch's view of the aircraft as a low Tier 1/high Tier 2
model.

These assumptions produce a maximum stress LTV of 90.4%,
suggesting full recovery for the A-tranche holders. The highest
stress LTVs are experienced early in the life of the transaction
and are expected to decline gradually as the deal amortizes.

High Collateral Quality: The quality of the collateral pool
underlying the transaction is considered solid.

737-900ER (38% of the collateral pool based on Fitch's third party
appraiser): Fitch views the 900ER as a low Tier 1/high Tier 2
aircraft due to its attractive operating economics which make it
an ideal replacement for older narrow bodies. However, the
aircraft has a somewhat limited user base concentrated among a few
large carriers. In particular, Lion Air and United together
operate more than 70% of the current fleet. The 900ER has a
sizeable backlog of 269 aircraft, but its user base remains small,
with orders from only 15 airlines and two leasing companies. This
compares to nearly 70 users for the competing Airbus A321-200. In
addition, new orders may be pressured in the coming years if
potential customers instead order Boeing's re-engined 737-9 Max,
the first of which is expected to enter into service in 2019. For
these reasons Fitch applies the top end of its Tier 1 value stress
range (20 - 30%) in its analysis.

787-9 (38%) Fitch considers the 787 Dreamliner to be a high-
quality tier one aircraft. Despite technical issues early in the
life of the smaller 787-8, backlogs for the aircraft family remain
strong and delivery slots are scarce, which would support strong
re-sale values if any of these planes were to come on to the
market. For that reason Fitch applies the low end of its Tier 1
stress range to both the 787-8 and the 787-9. The -9 variant has
built up a sizeable order book of 408 aircraft as of June 2014,
with a total of 26 customers. Carrying 250 passengers in a
standard arrangement, the 787-9 acts as a bridge in Boeing's
product line between the 787-8 (typical capacity of 224
passengers), and the 777-200ER (300 passengers). In addition, the
787-9 is capable of a similar range as the 777-200ER, but at an
improved fuel burn rate.

Embraer 175LR (24%): Fitch considers the E-175LR to be a low Tier
1/high Tier 2 aircraft, reflecting the plane's highly successful
production run over the past decade, offset by its relatively
limited user base. Embraer has delivered 211 E-175s to date and
has a current backlog of 167. This represents a sizeable fleet but
does not compare with higher quality Tier 1 aircraft such as the
737-800 and A320-200 with fleet sizes in the thousands.

The Embraer 175 is currently operated by 17 airlines. Although the
total number of airlines operating the 175LR is limited, it has
proven to be the popular choice for its size class compared to its
direct competitor, the Bombardier CRJ 700. The 175LR has continued
to receive sizeable orders over the past year compared to the CRJ
700. In addition, the 175 has a high level of commonality with its
larger cousin the E-190. The 190's larger user base could provide
a natural base of buyers for 175LRs in the secondary market.

Affirmation Factor: Fitch considers each aircraft type in this
pool to be strategically important to United, which supports a
high affirmation factor. The 737-900ER is the narrow body of
choice for UAL and is becoming a major part of its domestic narrow
body fleet, replacing the aging 757 - 200. The 737-900ER is
expected to constitute around 17% of United's narrow body fleet by
the end of 2014 (by plane count as opposed to capacity). The range
of the 737-900ER makes it an ideal plane for longer distance
domestic routes, while incorporating significantly lower trip
costs than the less fuel efficient 757-200.

The 787s are expected to revamp UAL's international fleet,
allowing UAL to serve city pairs that were not previously
accessible with older 767s. For example United's first 787-9 will
fly directly from Los Angeles to Melbourne, Australia, a service
that previously required a stop in Sydney. In addition the 787s
feature significantly lower estimated costs than the aircraft they
replace, including some 20% lower fuel consumption, and 30% lower
airframe maintenance costs, compared to similarly sized aircraft.

The E-175LRs play a significant role in United's publicly stated
goal to reduce its annual cost base by $2 billion by 2017. Out of
the $2 billion stated goal, $1 billion is expected to result from
reduced fuel burn, and a major portion of that will come from the
replacement of inefficient 50 seat regional jets with larger
planes like the 175LRs featured in this transaction. The
advantages of these planes over the 50 seat RJs that United
currently operates make the likelihood of rejection in a
bankruptcy scenario relatively low.

B-Tranche: The 'BB+' rating for the subordinate B-tranche is
assigned by notching up from UAL's IDR of 'B'. Fitch notches
subordinated tranche ratings from the airline IDR based on three
primary variables; 1) the affirmation factor (0 - 3 notches), 2)
the presence of a liquidity facility, (0 - 1 notch), and 3)
recovery prospects. In this case, Fitch has assigned a three-notch
uplift (the maximum) based on a high affirmation factor (as
discussed above) and a one-notch uplift reflecting the liquidity
facility.

Fitch generally only assigns an additional one notch of uplift for
recovery prospects in situations where recovery is expected to be
significantly better than for comparable existing B-tranches. In
this case, recovery is roughly in-line with many recently issued
B-tranches (in the 'RR1 - RR2' range in a stress analysis), thus
no additional uplift has been assigned.

RATING SENSITIVITIES

Senior tranche ratings are primarily based on a top-down analysis
based on the value of the collateral. Therefore, a negative rating
action could be driven by an unexpected decline in collateral
values. For the 737-900ERs in the deal, values could be impacted
by the entrance of the 737-9 MAX, or by an unexpected bankruptcy
by one of its major operators. Likewise the Embraer 175LRs could
also affected by the entrance of the 175LR E-2. Concerns for the
787 values largely revolve around the potential for future
maintenance or production issues on a scale above and beyond what
has already been experienced. Fitch does not expect to upgrade the
senior tranche ratings above the 'A' level.

Subordinated tranche ratings are based off of the underlying
airline IDR. As such, Fitch would likely upgrade the B tranche to
'BBB-' if United's IDR were upgraded to 'B+'. Fitch's ratings for
United currently have a Rating Outlook Positive. Likewise, if
Fitch were to downgrade United's IDR, the B tranche ratings would
likely be downgraded commensurately.

Fitch has assigned the following ratings:

United Airlines 2014-2 pass through trust:
--Series 2014-2 class A certificates 'A (EXP)';
--Series 2014-2 class B certificates 'BB+ (EXP)'.

Fitch currently rates United as follows:

United Continental Holdings, Inc.
--IDR 'B';
--Senior unsecured rating 'B/RR4';
--Senior unsecured convertible notes 'B-/RR5'.

United Airlines, Inc.
--IDR 'B';
--Secured bank credit facility 'BB/RR1';
--Senior secured notes 'BB/RR1';
--Senior unsecured rating 'B/RR4';
--Junior subordinated convertible debentures 'B-/RR5'.

The Rating Outlook is Positive.


UNITED AIRLINES: S&P Assigns BB+ Rating on 2014-2 Class B Certs
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
'A-(sf)' rating to United Airlines Inc.'s series 2014-2 class A
pass-through certificates (with an expected maturity of Sept. 3,
2026).  At the same time, S&P assigned its preliminary 'BB+ (sf)'
rating to the company's series 2014-2 class B pass-through
certificates (with an expected maturity of Sept. 3, 2022).

The final legal maturities will be 18 months after the expected
maturities.  United Airlines is issuing the certificates under a
Rule 415 shelf registration.  S&P will assign final ratings upon
the completion of its legal and structural review.

"We base the preliminary ratings on the credit quality of United
Airlines' parent, United Continental Holdings Inc., the
substantial collateral coverage by good-quality aircraft, and the
legal and structural protections available to the pass-through
certificates.  The company will use proceeds of the offerings to
finance 2014 and 2015 deliveries of 12 Embraer ERJ-175LR aircraft
(large regional jets), 11 Boeing B737-900ER (extended range)
aircraft, and four Boeing B787-9 aircraft.  The secured notes
relating to each aircraft are cross-collateralized and cross-
defaulted--a provision we believe increases the likelihood that
United Airlines would cure any defaults and agree to perform its
future obligations, including its payment obligations, under the
indentures in bankruptcy," S&P said.

The pass-through certificates are a form of enhanced equipment
trust certificates (EETCs) and benefit from the legal protections
afforded under Section 1110 of the U.S. bankruptcy code and the
liquidity facilities BNP Paribas (New York Branch) provides.  The
liquidity facilities would cover up to three semiannual interest
payments, a period during which the certificate holders could
repossess and remarket the collateral if United Airlines does not
enter into an agreement under Section 1110, or it could be used to
maintain continuity of interest payments on the certificates as
the certificate holders negotiate with United Airlines on revised
terms.

The preliminary ratings apply to a unit consisting of certificates
representing the trust property and escrow receipts representing
interests in deposits that are the proceeds of the offerings.  The
proceeds will be deposited with BNP Paribas, acting through its
New York branch, pending delivery of the new aircraft.  The
amounts deposited under the escrow agreements are not property of
United Airlines, and they are not entitled to protection under
Section 1110 of the bankruptcy code.  S&P believes that its
corporate credit rating on BNP Paribas is sufficiently high so
that, based on S&P's counterparty criteria, this does not
represent a constraint on our preliminary ratings on the
certificates. Neither the certificates nor the escrow receipts may
be assigned or transferred separately.

S&P believes that United Airlines views these aircraft as
important and would, given the cross-collateralization and cross-
default provisions, likely cure any defaults and agree to perform
its future obligations, including its payment obligations under
the indenture, in any future bankruptcy.  In contrast to most
EETCs that airlines issued before 2009, the cross-default would
take effect immediately in a bankruptcy if United Airlines
rejected any of the aircraft notes.  This should prevent the
company from selectively affirming some aircraft notes and
rejecting others ("cherry picking"), which often harms the
certificate holders' interests in a bankruptcy.

This transaction is similar to United Airlines' series 2014-1
pass-through certificates, which were issued in March 2014 and to
which S&P assigned 'A-' and 'BB+' ratings, except that all of the
B787 aircraft in the series 2014-2 transaction are of the B787-9
model, rather than a mix of B787-8 and B787-9 models.  The
collateral pool consists of B737-900ER (40% by value), B787-9
(36%), and ERJ-175LR (24%), each of which S&P views as good
quality models.  The B737-900ER is the largest model in Boeing's
range of current technology narrowbody planes.

Entering service in 2007 as a longer-range version of the
relatively unsuccessful B737-900, the B737-900ER model has
gradually gained orders, though it has fewer orders and operators
than Airbus' competing model, the A321-200.  The B737-900ER has
not yet been as successful as its operating economics and
capabilities would suggest.  This may be partly because it entered
into service only in 2007, which is fairly recent and was shortly
before the financial crisis and recession in 2008-2009.  However,
it is a good replacement for B757-200s in domestic U.S. service, a
factor borne out by Delta Air Lines Inc.'s 2011 order for 100
aircraft.

Boeing is introducing a B737-900ER with its new engine option (the
"MAX" series), but S&P do not believe that this will cause the
current B737-900ER values to fall significantly during the next
three years.  Companies are still ordering the current version to
replace many of their B757-200s.  Following the merger of United
Airlines and Continental Airlines, the combined company operates
two families of narrowbody planes, the B737 and A320 aircraft.
However, the combined company appears to favor the B737-900ER over
the competing A321-200, based on recent orders and management's
stated preference.

The B787-9 is a larger version of Boeing's new-technology, long-
range, midsize, widebody 787-8 aircraft.  This model also has
slightly longer range than the B787-8, and S&P believes that it
will prove to be the most popular of the B787 models.  Therefore,
in S&P's collateral analysis, it assumed slightly more favorable
resale liquidity for the B787-9. The B787 family (which also
includes the planned larger B787-10 version, with the first
expected delivery in 2018) has been a huge success in terms of
orders.  There are more than 1,000 deliveries and orders
outstanding--one of the fastest starts for any aircraft model.
The airline user base is globally diversified and includes a mix
of types of airlines and aircraft leasing companies.  The B787-8
is intended mainly as a replacement for the B767-300ER, a small
widebody, whereas the 787-9 is intended to fill the gap between
the B787-8 and B777-200ER.

Embraer's ERJ-175LR aircraft is the longer range version of the
medium range ERJ-175 regional jet, with a seating capacity of
approximately 76 in dual class service.  The ERJ-175 is a member
of Embraer's E-jet family, which also includes the slightly
smaller ERJ-170 and larger ERJ-190/195 models.  There have been
375 orders for the ERJ-175 from 19 customers, primarily from
regional airlines in North America, with 187 delivered thus far.

"We are applying a depreciation rate of 6.5% annually of the
preceding year's value for the B787-9, which is equal to the
lowest depreciation rate we currently use for a widebody plane
(for the B777-300ER).  We chose the 6.5% depreciation rate
considering several factors: their resale liquidity should be good
for a widebody plane, though not as good as for the most popular
narrowbody planes (which usually have a greater number of airline
operators globally); and with their advanced technology, these
aircraft should face little technological risk for many years to
come.  For the B737-900ER, we also used a depreciation rate of
6.5%, the same rate we have used before. For the ERJ-175LR, we
used a depreciation rate of 8%, reflecting our view that this
aircraft has weaker resale liquidity because of the much smaller
number of airline operators globally and it will be superseded by
a new-engine version later in the decade," S&P noted.

The pass-through certificates' initial loan-to-value (LTV) is
55.1% for class A and 71% for class B, using the appraised base
values and depreciation assumptions in the offering memorandum.
When we evaluate an enhanced equipment trust certificate, S&P
compares the values provided by appraisers that the airline hired
with its own sources.  In this case, S&P is focusing on the lower
of the mean or median of the three base values the appraisers
provided that the prospectus uses for the B737-900ER and ERJ-175LR
aircraft, and the lowest of the three base values for the B787-9
model.  S&P applies more conservative (faster) depreciation rates
than those used in the prospectus (3% of initial value each year),
and S&P's LTVs start out modestly higher (55.9% for the class A
certificates and 72.1% for the class B certificates) and gradually
diverge further from those shown in the prospectus, reaching a
maximum of 59.6% for the class A certificates and about 75% for
the class B certificates.  S&P's analysis also considered that a
full draw of the liquidity facility, plus interest on those draws,
represents a claim senior to the certificates.  This amount is
typical of recent EETCs, and it is equal to about 5% of the
collateral value.  S&P factored that added priority claim in its
analysis.  S&P also notes that the transaction is structured so
that United Airlines could later issue subordinated classes of
certificates without a liquidity facility.  In the past, airlines
have structured follow-on certificates of this kind in such a way
as to not affect the rating on outstanding senior certificates.

United Airlines' parent, United Continental, is the second largest
U.S. airline.  S&P's corporate credit rating on United Continental
reflects the company's substantial market position and expected
synergies from the 2010 merger of UAL Corp., United Airlines'
former parent, and Continental Airlines, as well as the company's
heavy debt and lease burden.  S&P characterizes United
Continental's business risk profile as "weak" and its financial
risk profile as "aggressive," based on S&P's criteria.

The rating outlook on United Continental is stable.  S&P could
raise its rating on the company if strong earnings and faster-
than-expected achievement of merger synergies allow it to generate
adjusted funds from operations (FFO) to debt consistently in the
mid-teens percent area.  On the other hand, S&P could lower the
rating if the company's financial results deteriorate such that
FFO to debt falls into the mid-single-digit percent area.  This
could result from adverse industry conditions, possibly due to a
major recession or much-worse-than-anticipated merger integration
problems.

RATINGS LIST

United Airlines Inc.
Corporate credit rating               B/Stable/--

United Continental Holdings Inc.
Corporate credit rating               B/Stable/--

New Ratings

United Airlines Inc.
Equipment trust certificates
  Series 2014-2 class A pass-thru certs      A- (sf) (prelim)
  Series 2014-2 class B pass-thru certs      BB+ (sf) (prelim)


UNIVERSAL HEALTH: Moody's Raises Corporate Family Rating to Ba1
---------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Universal Health Services, Inc.
(UHS) to Ba1 and Ba1-PD from Ba2 and Ba2-PD, respectively. Moody's
also upgraded the ratings on the company's senior secured debt to
Ba1 (LGD 3) from Ba2 (LGD 3) and senior unsecured debt to Ba2 (LGD
6) from B1 (LGD 6). The rating outlook was changed to stable from
positive. UHS' Speculative Grade Liquidity Rating was also
upgraded to SGL-1 reflecting Moody's expectation that the company
will maintain very good liquidity over the next 12 -- 18 months.

"The upgrade of Universal Health's rating to Ba1 reflects our
expectation that the company will maintain moderate financial
leverage, and in fact maintain some of the most conservative
credit metrics among for-profit hospital operators," stated Dean
Diaz, a Moody's Senior Vice President. "Universal Health's credit
metrics will continue to benefit from strong margins and growth in
the fragmented behavioral health segment as well as the positive
impact from the Affordable Care Act and improving conditions in
certain markets that will enhance the operating results of the
company's acute care hospital business," continued Diaz.

Ratings upgraded:

Corporate Family Rating to Ba1 from Ba2

Probability of Default Rating to Ba1-PD from Ba2-PD

Senior secured credit facilities to Ba1 (LGD 3) from Ba2 (LGD 3)

Senior secured notes due 2016 to Ba1 (LGD 3) from Ba2 (LGD 3)

Senior unsecured notes to Ba2 (LGD 6) from B1 (LGD 6)

Speculative Grade Liquidity Rating at SGL-1 from SGL-2

Ratings Rationale

UHS' Ba1 Corporate Family Rating reflects Moody's expectation of
continued EBITDA growth, stable cash flow and strong interest
coverage. Moody's believes the company will continue to operate
with modest leverage and remain disciplined with respect to the
use of incremental debt for acquisitions or shareholder
initiatives. However, Moody's expects that UHS will continue to be
acquisitive and invest in growth initiatives, which will limit
debt repayment. While Moody's anticipates a challenging operating
environment in the acute care business in the near term,
characterized by pressure on reimbursement rates and weak volume
trends, the segment should begin to benefit from a reduction in
bad debt expense as uninsured individuals that have gained
coverage under the Affordable Care Act seek services in the
company's facilities. Further, the rating incorporates the benefit
of diversification provided by UHS' behavioral health segment,
which is reimbursed under a separate methodology from the acute
care operations, thereby lowering the risk of a regulatory change
that could impact the company as a whole.

The stable rating outlook reflects Moody's expectation that
continued growth in the behavioral segment and benefits to the
acute care segment from the ACA will contribute to positive
operating results and strong credit metrics. Moody's also expects
that the company will maintain modest leverage levels even while
pursuing acquisitions and investments in growth initiatives. The
outlook also reflects Moody's expectation that UHS will remain
disciplined towards increasing leverage for shareholder
initiatives.

An upgrade of the rating to investment grade is not likely in the
near term given Moody's expectation that the company's
reinvestment in growth through capital projects and acquisitions
will limit a meaningful improvement credit metrics from current
levels. Moody's could consider an upgrade if UHS can continue to
grow EBITDA, either through acquisitions that are funded out of
available cash flow or meaningful improvement in the acute care
business, and repay debt such that leverage is expected to be
sustained below 2.5 times. Additionally, UHS would need to make a
public commitment to an investment grade rating, including
maintaining a conservative financial policy and a disciplined
approach to capital deployment.

A decline in operating performance resulting in an expectation
that adjusted debt to EBITDA will remain above 3.0 times could
result in a downgrade of the ratings. Additionally, a significant
debt financed acquisition or shareholder initiative could result
in a downgrade.

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

Universal Health Services, Inc., headquartered in King of Prussia,
Pennsylvania, owns and operates acute care hospitals and
behavioral health centers. Services provided by the hospitals
include general and specialty surgery, internal medicine,
obstetrics, emergency room care, radiology, oncology, diagnostic
care, coronary care, pediatric services, pharmacy services and
behavioral health services. UHS recognized approximately $7.4
billion of revenue after the provision for doubtful accounts for
the twelve months ended March 31, 2014.


US COAL: Committee Blocks Use of Cash Collateral
------------------------------------------------
The Official Committee of Unsecured Creditors of Licking River
Mining, LLC, and its related debtors and debtors-in-possession
filed with the U.S. Bankruptcy Court for the Eastern District of
Kentucky a preliminary and protective objection to the Debtors'
motion for entry of interim and final orders authorizing use of
cash collateral.

As reported by the Troubled Company Reporter on July 16, 2014,
debtor U.S. Coal Corp., seeks authority from Court to use cash
collateral securing its prepetition indebtedness, which,
as of May 1, 2014, total approximately $75 million,  to ensure its
continued operations and to effectuate a restructuring of its
balance sheet.

On June 16, 2014, this Court entered an interim order approving
the cash collateral motion.  The Debtors have agreed to continue
the June 27, 2014 final hearing on the cash collateral motion
until July 11, 2014, with the objection deadline for the motion
extended to July 8, 2014.

Geoffrey S. Goodman, Esq., at Foley & Lardner LLP, the attorney
for the Committee, states in a court filing dated June 26, 2014,
that the Debtors' alleged secured debt covered by the cash
collateral motion does not arise from a traditional  lending
arrangement between commercial lenders and a borrower.  The
obligations in the cash collateral motion are part of a complex
web of transactions between the Debtors, on the one hand, and (i)
the individuals and entities that sold assets to the Debtors and
received convertible secured notes in return, (ii) professional
firms, and (iii) other insiders of the Debtors, on the other hand.

"[a]fter completing an extensive analysis of the Debtors'
cashflow, it appeared that [the] Debtors could initially fund
these cases solely through the use of cash collateral.  Despite
the fact that the Debtors are not receiving any new money from the
lenders, the proposed cash collateral facility contains numerous
inappropriate and overreaching provisions," Mr. Goodman says.

According to Mr. Goodman, the provisions include (1) the Debtors
stipulating to the validity and priority of the lenders' liens and
claims, (2) unreasonable operating covenants and termination
provisions that cede control over the case to the lenders,
(3) the granting of "adequate protection" liens to the lenders on
unencumbered assets, (4) inappropriate deadlines and other
restrictions on the Committee's rights to challenge the lenders'
liens and claims and advocate for unsecured creditors in the case.

The Committee submits that the cash collateral facility should not
be approved because, among other things, the lenders are only
entitled to adequate protection liens due to an actual diminution
in value of their collateral after the relief date.  The lenders
are receiving super-priority administrative expense claims as
"adequate protection" without the claims being tied to any
diminution in value of their collateral.  Moreover, the cash
collateral facility should not constitute a finding or admission
that any particular event -- like the imposition of the automatic
stay -- qualifies as a basis for asserting a diminution in value
of the lenders' collateral.

The lenders, says Mr. Goodman, should receive replacement liens as
"adequate protection" only on the same type of collateral that is
subject to the lenders' pre-petition liens.  As proposed, the
lenders are receiving "adequate protection" liens on virtually all
assets of the Debtors' estates, including unencumbered assets, as
well as a superpriority claim.  These provisions would
inappropriately improve the lenders' position, because estate
assets that are not subject to valid and unavoidable pre-petition
liens would now become part of the lenders' collateral base.

A copy of the objection is available for free at:

      http://bankrupt.com/misc/USCOALCORP_41_cashcollobj2.pdf

The Committee is represented by:

      Foley & Lardner LLP
      Edward J. Green, Esq.
      Geoffrey S. Goodman, Esq.
      321 N. Clark Street, Suite 2800
      Chicago, IL 60654
      Tel: (312) 832-4514
      Fax: (312) 832-4700
      E-mail: egreen@foley.com
              ggoodman@foley.com

      Foley & Lardner LLP
      Matthew D. Lee, Esq.
      150 E. Gilman Street
      P.O. Box 1497
      Madison, WI 53701-1497
      Tel: (608) 258-4203
      Fax: (608) 258-4258
      E-mail: mdlee@foley.com

      Barber Law PLLC
      Kent Barber, Esq.
      420 Merribrook Court
      Lexington, KY 40503
      Tel: (606) 776-6866
      E-mail: kbarber@barberlawky.com

                          About U.S. Coal

Kolmar Americas, Inc., filed an involuntary Chapter 11 bankruptcy
petition for U.S. Coal Corporation (Bankr. E.D. Ky. Case No.
14-51461) in Lexington, Kentucky on June 10, 2014.  In its
schedules, U.S. Coal disclosed $56,702,402 in total assets and
$49,970,561 in total liabilities.

Bridgeport, Connecticut-based Kolmar says it is owed by Lexington-
based U.S. Coal roughly $1.36 million on account of a business
debt.

Kolmar sought and obtained dismissal of a duplicate involuntary
petition (Case No. 14-51460) on grounds that it was a duplicate
case.

Kolmar is represented by Daniel I. Waxman, Esq., at Wyatt, Tarrant
& Combs, LLP, in Lexington, Kentucky.

Chief Judge Tracey N. Wise presides over the case.

On June 27, 2014, the Court entered an order directing the joint
administration of the Chapter 11 cases of Licking River Mining,
LLC (Case No. 14-10201), Licking River Resources, Inc. (Case No.
14-10203), S. M. & J., Inc. (Case No. 14-10220), Fox Knob Coal
Co., Inc. (Case No. 14-60619), J.A.D. Coal Company, Inc. (Case
No. 14-60676), and U.S. Coal Corporation (Case No. 14-51461).
Licking River Mining, LLC, Case No. 14-10201, is the lead case.

On June 27, 2014, the Court appointed John Collins as the
individual designated to perform the duties of U.S. Coal
Corporation as a debtor in bankruptcy.


VISANT HOLDING: Moody's Affirms 'B3' CFR & Rates New Debt 'B1'
--------------------------------------------------------------
Moody's Investors Service affirmed Visant Holding Corp.'s B3
Corporate Family Rating (CFR) in connection with the company's
announcement that it agreed to sell its sampling business, Arcade
Marketing, to Ileos for $325 million and to refinance its senior
secured credit facility. Moody's assigned a B1 rating to the
credit facility (consisting of a $775 million term loan and an
undrawn $100 million revolver). Moody's also upgraded Visant's
speculative grade liquidity rating to SGL-2 from SGL-3 principally
due to the extension of its maturity profile and lack of covenant
pressure under the new facility. The rating outlook is stable.

"The proceeds from the sale of Arcade and its Direct Mail business
announced a couple weeks ago (around $350 million in total)
together with about $55 million of cash on hand will be used to
pay down the existing term loan," said Kevin Cassidy, Senior
Credit Officer at Moody's Investors Service. This will reduce
debt/EBITDA to approximately 7.0 times from 7.2 times. "Despite
losing the cash flow and diversification benefits from its
sampling business, Moody's think the sale is credit positive since
it will reduce leverage and facilitate a refinancing, which will
improve the company's liquidity profile and give it financial
flexibility to implement growth strategies around its Scholastic
sales representatives," noted Cassidy.

Moody's expects the company to address its other debt obligations
over the next 12-18 months as its $750 million unsecured notes
mature in October 2017.

Ratings affirmed:

Visant Corporation

  Corporate Family Rating at B3;

  Probability of Default Rating at B3-PD; and

  $750 million senior unsecured notes due October 2017 at Caa2
  (LGD 5).

Rating upgraded:

Visant Corporation

  Speculative-grade liquidity rating to SGL-2 from SGL-3;

Ratings assigned:

Visant Corporation

  $775 million senior secured term loan due 2021 at B1 (LGD 2);
  and

  $100 million revolving credit facility due December 2019 at B1
  (LGD 2).

Ratings affirmed, but will be withdrawn at close:

Visant Corporation

  $1,250 million senior secured term loan due December 2016 at B1
  (LGD 2); and

  $175 million revolving credit facility due December 2015 at B1
  (LGD 2).

Ratings Rationale

Visant's B3 Corporate Family Rating (CFR) reflects its high
leverage on a pro forma basis of approximately 7.0 times debt-to-
EBITDA and revenue pressure from the slow erosion of demand for
school affinity products. Factors supporting the rating include
the company's good market position in the Scholastic and Memory
Book segments and cost vigilance support a strong margin and
adequate cash flow, which Visant is utilizing to invest and expand
its Scholastic and Memory Book sales representatives. Moody's
expects leverage will be between 6.5 to 7 times over the next year
as the company executes on its growth strategy while managing its
leverage.

The stable rating outlook reflects Moody's view that debt
reduction will reduce debt/EBITDA to the 6.5 to 7 times range over
the next year and that the company will generate comfortably
positive cash flow. Moody's expects a modest contraction in EBITDA
as the company implements its Representative Back Office (RBO)
growth strategy.

A downgrade could occur if a larger than expected earnings decline
results in leverage staying high for a prolonged period and lower
cash flow. Key credit metrics driving a potential downgrade would
be debt/EBITDA sustained over 7 times or if operating margins fall
to the low teens. Failure to refinance the upcoming debt
maturities well ahead of schedule would likely cause a liquidity
rating downgrade and possibly a downgrade in the CFR as well.

An upgrade is unlikely in the near term given the still relatively
high leverage (expected to remain above 6 times through 2015) and
declining revenue and earnings trends. Over the longer term, the
ratings could be upgraded if debt/EBITDA is sustained under 5
times, revenue stabilizes, earnings and cash flow improve and the
company refinances its upcoming debt maturities.

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

Visant, 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 $1.1 billion ($850
million pro forma) for the twelve months ended March 29, 2014.
Visant's financial sponsors include affiliates of Kohlberg Kravis
Roberts & Co. L.P. ("KKR") and DLJ Merchant Banking Partners III,
L.P.


WARREN RESOURCES: Moody's Assigns Caa1 Rating on $300MM Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Warren
Resources, Inc.'s proposed offering of $300 million senior
unsecured notes. Moody's also assigned a B3 Corporate Family
Rating (CFR), a SGL-3 Speculative Grade Liquidity Rating and a
stable outlook. Notes proceeds will be used to fund a portion of
the $353 million acquisition of Marcellus assets from Citrus
Energy Corporation (Citrus).

"The acquisition of most of Citrus's Marcellus assets adds size
and scale to the company," commented Michael Sabella, Moody's
Analyst. "However, growth potential remains limited within the
current portfolio of assets with a limited drilling inventory in
the Marcellus. The company will likely need to make additional
acquisitions to continue to grow."

Warren Resources, Inc.

Corporate Family Rating assigned at B3

Probability of Default Rating assigned at B3-PD

Senior Unsecured Note Rating assigned at Caa1 (LGD5)

Speculative Grade Liquidity Rating assigned at SGL-3

Outlook stable

Warren is an independent exploration and production (E&P) company
producing around 6,000 barrels of oil equivalent (boe) per day in
2014's first quarter and with total proved reserves of 34 million
boe as of December 31, 2013. Primary legacy production is roughly
half from the company's oil assets in the Los Angeles Basin in
California and half from coal-bed methane production in Wyoming's
Greater Green River Basin. On July 7, Warren announced its intent
to acquire essentially all of Citrus's Marcellus assets,
consisting of around 5,300 net acres in Wyoming County,
Pennsylvania, for $353 million plus fees. Current production from
the acquired assets is 13,700 boe per day (100% natural gas) with
total proved reserves of 35 million boe. Pro forma for the
acquisition, Warren's average daily production will be 19,700 boe
per day (over 80% natural gas) with total proved reserves of 68
million boe (41% undeveloped). Pro forma pre-tax PV-10 totals $694
million.

Ratings Rationale

The B3 CFR reflects Warren's relatively short reserve life of
around 5 years based on the pro forma proved developed reserve
amounts and production rates. From a size and scale perspective,
Warren's production and reserves are comparable to Moody's B3
rated E&P peer group, and with limited drilling inventory, the
company will be challenged to materially grow production and
reserves. Marcellus producers are negatively impacted by volatile
basis differentials to Henry Hub, and while midstream operators
are aggressively building infrastructure to move gas from the
region, the marketing situation is not expected to improve until
the end of 2015.The rating is supported by low leverage and a
conservative plan with regards to the development of its Marcellus
assets. Leverage is expected to remain low as Moody's anticipates
only a modest capital outspend through 2015. The rating also
acknowledges the company's asset quality, including its high-
margin oil production in California and its high rate of return
acreage in the Marcellus.

The Caa1 rating on Warren's senior unsecured notes reflects the
subordination to the secured borrowing base revolving credit
facility and its priority claim to the company's assets. The size
of the revolver relative to Warren's outstanding senior unsecured
notes results in the notes being rated one-notch below the B3 CFR
under Moody's Loss Given Default Methodology.

Warren should have adequate liquidity through 2015. Moody's has
assigned a SGL-3 Speculative Grade Liquidity Rating. The $300
million senior unsecured note offering will be used in combination
with $30 million in revolver borrowings and $40 million in new
equity to fund the Citrus purchase, including fees, of around $370
million. Pro forma for the transaction as of March 31, 2014,
Warren had $111 million outstanding on a new $225 million secured
borrowing base revolving credit facility. By June 30, 2014, the
outspending of cash flow increased pro forma facility drawings to
roughly $150 million, leaving $75 million available. Through 2015,
Moody's does not anticipate Warren will require significant
additional capital, with the company's capital budget expected to
be roughly in line with cash flow. The revolver requires Warren to
maintain a current ratio in excess of 1x and EBITDA/interest in
excess of 2.5x, and Moody's believes the company will remain in
compliance over the next year . Given the first lien on
substantially all E&P assets, Warren has a limited ability to
raise liquidity through asset sales.

The outlook is stable. Absent better visibility to growth in the
future, it is unlikely that Warren will be upgraded over the next
year. However, stronger than anticipated results in the Marcellus
resulting in sustained production in excess of 25,000 boe per day
with debt to average daily production remaining below $30,000 and
debt to proved developed reserves below $10 could result in an
upgrade. A downgrade would be considered if Warren's debt to
average daily production is sustained above $50,000, retained cash
flow to debt falls below 10%, or liquidity begins to restrict
capital investment.

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


YUKOS OIL: European Court Says Russia Must Compensate Shareholders
------------------------------------------------------------------
Lukas I. Alpert, writing for The Wall Street Journal, reported
that an international court ruled that Russia owes shareholders of
the now-defunct oil giant Yukos more than $50 billion for what it
described as the Kremlin's "devious and calculated expropriation"
of assets designed to bankrupt the firm.  According to the
Journal, the compensation award is the largest the Permanent Court
of Arbitration in The Hague has ever rendered, lawyers said, but
it is only half what shareholders had sought, and any attempts to
collect are expected to drag on for years.

                         About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- was an
open joint stock company under the laws of the Russian Federation.
Yukos was involved in energy industry substantially through its
ownership of its various subsidiaries, which own or are otherwise
entitled to enjoy certain rights to oil and gas production,
refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days later,
the Russian Government sold its main production unit Yugansk to a
little-known firm Baikalfinansgroup for US$9.35 billion, as
payment for US$27.5 billion in tax arrears for 2000-2003.  Yugansk
eventually was bought by state-owned Rosneft, which is now
claiming more than US$12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a US$1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard Rebgun
filed a chapter 15 petition in the U.S. Bankruptcy Court for the
Southern District of New York (Bankr. S.D.N.Y. Case No. 06-0775),
in an attempt to halt the sale of Yukos' 53.7% ownership interest
in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a US$1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.

On Nov. 23, 2007, the Russian Trading System and Moscow
Interbank Currency Exchange stopped trading Yukos shares after
the company formally ceased to exist.  Mr. Rebgun completed the
company's liquidation process after Russia's Federal Tax Service
has entered Yukos' liquidation on the Uniform State Register of
Legal Entities.

As reported in the Troubled Company Reporter-Europe on Nov. 14,
2007, the Moscow Arbitration Court entered an order closing the
liquidation proceedings of Yukos, 15 months after it was declared
bankrupt on Aug. 1, 2006.


ZUERCHER TRUST: Trustee & Debtor Respond to Motion to Convert
-------------------------------------------------------------
Peter S. Kravitz, Chapter 11 Trustee for the bankruptcy case of
The Zuercher Trust of 1999, has filed his opposition to a Motion
by Sterling Heatley which seeks to convert the Debtor's case to a
Chapter 7 liquidation.  Hon. Hannah L. Blumenstiel of the Northern
District of California, San Francisco Division, issued an Order on
Feb. 14, 2014, allowing Heatley to re-notice his Motion to Convert
if the Trustee failed to market the Debtor's Bayshore property in
a "commercially reasonably" manner.

The Chapter 11 Trustee points out that Heatley's motion is
unfounded as the marketing period set by the Court is yet to
expire, and the Trustee has been actively marketing the property.
Heatley contends that the Trustee has only dealt with a single
potential buyer at a time.  The Trustee points out that to the
contrary he has been in negotiations with a potential buyer while
continuing to aggressively market the property.  The Trustee said
he is currently formalizing a purchase contract with a buyer for
the Court's approval.  The Trustee states that he has kept Heatley
fully apprised of the marketing and sale efforts through regular
status reports.  The Trustee further points out that Heatley's
recourse, if he is opposed to the proposed sale, is to object at
the hearing to approve the sale. The Trustee also notes that
Heatley's claimed ownership interest in the Bayshore property is
now in dispute.  Finally, the Trustee points out that there is no
need to convert the case as he will soon be filing a Sale Motion,
has filed a Motion for Summary Judgment in the related adversary
proceeding, and will be filing his Plan of Reorganization and
Disclosure Statements prior to the Court's deadline for doing so.

The Debtor has likewise filed an opposition to Heatley's Motion to
Convert.  The Debtor argues that Heatley's motion was not filed at
least 21 days in advance of the hearing date, as is required under
the local Bankruptcy Rules.  The Debtor further asserts that
Heatley has not met his burden of proof for conversion under Sec.
1112(b)(2) of the Bankruptcy Code.  Additionally the Debtor argues
that reorganization, rather than liquidation, remains in the best
interests of the estate and creditors.

Heatley responded to the Chapter 11 Trustee's opposition by
pointing out that the Trustee failed to address his main concern
-- that the Trustee's agreement to a "no shop" clause with the
third failed purchaser was not "commercially reasonable".  Heatley
argues that the Trustee has mismanaged the estate since his
appointment as Trustee.

The Trustee, Peter S. Kravitz, is represented by Steven T. Gubner,
Esq., Richard D. Burstein, Esq., and Reagan E. Boyce, Esq. at
Ezra, Brutzkus, Gubner, LLP of Woodland Hills, CA.

The Debtor is represented by Bradley Kass at Kass & Kass of San
Mateo, CA.

Heatley is represented by David M. Wiseblood, Esq. of San
Francisco, CA.


* Carmakers Face Sales Plateau, With Overhaul To Follow
-------------------------------------------------------
Lou Whiteman, writing for The Deal, reported that times are good
in the auto business as U.S. sales in June continued a steady
climb to a seasonally adjusted annual rate of about 16.9 million
units, up significantly from a low point of just more than 10
million units sold in 2009 at the height of the recession.  Some
experts, however, believe that because the automotive sector has
always been brutally cyclical, the next downturn could coincide
with a broader trend at least in the western world away from
automobiles.  If so the industry might be forced to finally deal
with a worldwide capacity glut, and the nagging idea voiced by
many that the world simply has too many automakers, the report
said.


* Argentina Mediation Talks Falter, Bond Default Appears Likely
---------------------------------------------------------------
Alexandra Stevenson, writing for The New York Times' DealBook,
reported that barring a last-minute deal, Argentina will default
on billions of dollars of bonds today, July 30.

According to the DealBook, it would be Argentina's second default
in 13 years, but unlike the last time, when scores of unhappy
Argentines took to the street as unemployment rose to 25% and
inflation soared, this default would look decidedly different as
the default will not come as a surprise.

Ken Parks, writing for The Wall Street Journal, reported that U.S.
District Judge Thomas Griesa has allowed Argentina to make a one-
time payment on bonds issued under its law, although the country
still risks defaulting after the judge said the country can't pay
bonds it issued in debt restructurings in 2005 and 2010 unless it
also pays hedge funds that have sued to collect debt the country
repudiated 13 years ago.


* Nat'l Law Review Discusses Chapter 11s by Colleges
----------------------------------------------------
An article by The National Law Review discusses whether a for-
profit institution of higher education can take advantage of
Chapter 11.  A copy of the article is available at
http://is.gd/zYVF2N


* David Sharp Joins Upshot as Senior Global Securities Consultant
-----------------------------------------------------------------
Claims and noticing firm UpShot Services LLC on July 28 disclosed
that it hired David M. Sharp, a leading expert in administering
Chapter 11 matters involving public securities holders, to serve
as senior global securities consultant.  In his new role, he will
provide UpShot clients with expertise on voting, subscription and
election mechanics for Chapter 11 cases with public securities
holders -- holders of public bonds and equities issued by public
companies -- as creditors.

"As one of our industry's leading experts in managing Chapter 11
administrative procedures involving public securities holders,
David is an invaluable addition to our team," commented
Travis Vandell, UpShot's CEO and co-founder.  "We're delighted to
be expanding upon the public securities services that we've been
offering with a new level of expertise."

Based in New York, Mr. Sharp has more than two decades of
experience advising on restructuring transactions involving public
securities held both domestically and internationally.  He
previously worked at Kurtzman Carson Consultants (KCC) as a
director of securities; Epiq Systems as vice president of
financial balloting; and at Innisfree M&A as a specialist in
global voting issues.  He has managed numerous domestic cases
including Washington Mutual, Eastman Kodak, Lear Corp., as well as
international cases such as Telewest PLC, UPC Corp and Northern
Offshore.

"Within Chapter 11 proceedings, the process of reaching out to
creditors who are public securities holders can be complicated by
the fact that their securities are often held in the name of the
broker, making them reachable only through third-party channels,"
Mr. Sharp commented.  "By mapping out and following the necessary
steps to communicate with these creditors, corporate restructuring
professionals can avoid potential pitfalls and challenges."

                    About UpShot Services LLC

Headquartered in Denver, Colo., UpShot Services LLC --
http://www.upshotservices.com/-- is a claims and noticing firm
founded by industry veterans who pioneered a new standard of
efficiency to serve the administrative needs of companies in
corporate bankruptcy.  UpShot helps debtors and their
professionals navigate the intricacies of claims, noticing,
balloting and other Chapter 11 milestones without the burden of
high administrative costs.  Its easy-to-use, scalable technology
and industry expertise enable corporate debtors and their
professionals to do more with less, with 24/7 support from
experienced experts at every stage of corporate restructuring.




                             *********

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, Psyche Castillon, 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
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re-mailing and photocopying) is strictly prohibited without prior
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are $25 each.  For subscription information, contact Peter A.
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                  *** End of Transmission ***