TCR_Public/140805.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, August 5, 2014, Vol. 18, No. 216

                            Headlines

AFFINITY GAMING: Avoids Default, Overhauls Board
ARAMID ENTERTAINMENT: Files Schedules of Assets and Liabilities
ARAMID ENTERTAINMENT: Resets Sec. 341 Creditors Meeting to Aug. 7
ARCHDIOCESE OF MILWAUKEE: Wants Plan Process Unfrozen
ASHER INVESTMENT: Hires Gershuni & Katz as General Counsel

ASHER INVESTMENT: Wants to Hire Special Litigation Counsel
AVIATION SERVICES: Guam Judge Dismisses Freedom Air's Ch.11 Case
BALLY TECHNOLOGIES: Moody's Puts Ba3 CFR on Review for Downgrade
BANCO ESPIRITO: Bank of Portugal Unveils Rescue Plan
BERNARD L. MADOFF: Trustee Barred from Appealing Adverse Ruling

BERNARD L. MADOFF: Judge Denies Fake Motion to Disqualify US Atty
BEST BUY: S&P Assigns 'BB' Rating on $1.25BB Revolver Facility
BIOHEALTH COLLEGE: Barred From Receiving GI Bill Benefits
BOYD GAMING: Fitch Affirms 'B' IDR; Outlook Stable
BOWERY TOWER: Poised to Finish Construction, Plan Approved

BRUNDAGE-BONE CONCRETE: Moody's Assigns 'B3' Corp. Family Rating
CACTUS WELLHEAD: S&P Raises Sr. Secured Debt Rating to 'B+'
CAREFREE WILLOWS: Hires George Smith as Financing Broker
CATALENT PHARMA: Moody's Puts 'B2' CFR on Review for Upgrade
CDW LLC: Moody's Assigns 'B3' Rating on New $600MM Senior Notes

CHARTER COMMUNICATIONS: Moody's Rates New 1st Lien Debt 'Ba1'
CIT GROUP: To Buy OneWest, Profit Tops Estimates
CLAYTON M. ANDERSON: Voluntary Chapter 11 Case Summary
CLS ASSET MANAGEMENT: Case Summary & 4 Top Unsecured Creditors
COLUSA MUSHROOM: Legal Malpractice Claim Is 'Core,' Court Says

CONCRETE PUMPING: S&P Assigns 'B' CCR & Rates Proposed Debt 'B'
CONVERGEONE HOLDINGS: Moody's Withdraws 'B3' Corp. Family Rating
CPI BUYER: Moody's Assigns 'B3' Corp. Family Rating
DFC FINANCE: Moody's Assigns 'B2' Sr. Secured Debt Rating
DIGITAL DOMAIN: Fla. Sues Over $20M in Incentive Funding

ELGIN BUTLER: Case Summary & 20 Largest Unsecured Creditors
ELITE PRECISION: Suit Claims Gen. Dynamics Unit Bankrupted Co.
ENERGY FUTURE: Noteholders Denied 3rd Circ. Hearing On Debt Deal
ENERGY FUTURE: Posts $774 Million Net Loss in 2014 Q2
ENERGY SERVICES: Moody's Assigns 'B3' Corporate Family Rating

EQUINOX HOLDINGS: Millennium Deal No Impact on Moody's B2 CFR
EVERGREEN ACQCO: Moody's Alters Outlook to Neg & Affirms B2 CFR
FOUR CORNERS MANAGEMENT: Case Summary & 5 Top Unsecured Creditors
GARLOCK SEALING: Net Income Down to $9.3 Mil. in 2nd Quarter
GENCORP INC: Moody's Alters Outlook to Stable & Affirms B1 CFR

GENERAL MOTORS: To Halt Another Group of Suits Tied to Recall
GFI GROUP: Moody's Affirms 'B1' Issuer Rating Over CME Deal
GGW BRANDS: Founder Held in Contempt, Sanctions Imposed
GOLDEN STATE MEDICAL: Moody's Assigns B3 CFR & Rates Bank Debt B3
GOOD SHEPHERD: Moody's Confirms 'Ba3' Rating on $93.7MM Bonds

GRIDWAY ENERGY: Court Establishes Claims Bar Dates
GSE ENVIRONMENTAL: Hires Ernst & Young as Tax Advisor
H&E EQUIPMENT: Quarterly Dividend No Impact on Moody's 'B1' CFR
HALLMARK HOME: Case Summary & 20 Largest Unsecured Creditors
HUDBAY MINERALS: Moody's Rates Proposed $150MM Add-on Notes 'B3'

INTERNATIONAL MARKET: Moody's Assigns 'B1' Corp. Family Rating
IOWA GAMING: Section 341(a) Meeting Slated for Today
ISR GROUP: Panel Has Nod to Hire Honigman Miller as Counsel
ISR GROUP: Court Okays Verto Partners as Restructuring Consultant
ISR GROUP: Court Okays Hiring of Baker Donelson as Local Counsel

JAMES RIVER COAL: Auction Rescheduled to Aug. 11
JAMES RIVER COAL: Wants Lease Decision Period Moved to Nov. 3
JEFFERSON COUNTY, AL: Sewer Bankruptcy Deal Is Too Pricey
KAPKOWSKI ROAD: Moody's Affirms Ba2 Bonds Rating; Outlook Stable
LAKESIDE 370 LEVEE: Chapter 9 Case Summary & 20 Largest Creditors

LEGEND'S CARWASH: Case Summary & 13 Largest Unsecured Creditors
LOGAN'S ROADHOUSE: Moody's Lowers Corp. Family Rating to 'Caa3'
LUNA DAY: Foreclosure Sale Set for Aug. 25
MOMENTIVE PERFORMANCE: Nails Down Commitment for $250M Bridge Loan
NATCHEZ REGIONAL: Hospital Goes Up for Auction Sept. 11

NEW BREED: XPO Acquisition Deal No Impact on Moody's B2 CFR
NN INC: Moody's Assigns 'B2' Corp. Family Rating & Loan Rating
NORTEL NETWORKS: Pensioners Denounce Settlement Agreement
NORTHERN BLIZZARD: Moody's Raises Corporate Family Rating to 'B1'
NUSTAR ENERGY: S&P Affirms 'BB+' ICR; Outlook Stable

NVA HOLDINGS: Moody's Assigns 'B3' CFR & Rates 1st Lien Debt 'B1'
OFFUTT AFB AMERICA: Moody's Rates $136.6MM Revenue Bonds 'Ba1'
ORMET CORP: Judge Nixes Union Bid To Stay $25M Plant Sale
PARAMOUNT RESOURCES: S&P Revises Outlook to Pos. & Affirms B- CCR
PCI PHARMA: Moody's Assigns B2 Corporate Family Rating

PENINSULA GAMING: Fitch Affirms 'B' IDR; Outlook Stable
PENNINSULAR GROUP: Case Summary & 20 Largest Unsecured Creditors
PENNSYLVANIA: Sees 3rd Rating Downgrade Amid Huge Deficit
PERRY ELLIS: Fund Teams Up with CalSTRS to Pressure Retailer
PHARMEDIUM HEALTHCARE: Moody's Alters Ratings Outlook to Negative

PHILADELPHIA ENTERTAINMENT: DLA Piper Hands Back Fees
PHOENIX PAYMENT: Case Summary & 20 Largest Unsecured Creditors
PORTILLO'S HOLDINGS: Term Loan Changes No Impact on Moody's CFR
PREFERRED PROPPANTS: S&P Raises CCR to 'B'; Outlook Stable
PUERTO RICO: Seeks Dismissal of U.S. Bond Funds' Lawsuit

PUERTO RICO: Restructuring Law Faces Another Challenge
PUERTO RICO: Defends New Law on Debt Restructuring
QUIZNOS: Ex-Brass Defrauded Investor Funds, Suit Says
RELIANCE INSURANCE: Pa. High Court Clears Co. in $12M Warranty Row
REVSTONE INDUSTRIES: Says Founder Used Kids' Trusts To Hide Assets

ROSSCO HOLDINGS: Kelly Hart, Beard Kultgen Beat Malpractice Suit
RYERSON INC: IPO No Impact on Moody's Caa1 Rating
SCIENTIFIC GAMES: Moody's Puts B1 CFR on Review for Downgrade
SCIENTIFIC GAMES: S&P Lowers CCR to 'B+', Placed on Watch Negative
SEA SHELL COLLECTIONS: Section 341(a) Meeting Set on Sept. 17

SEALED AIR: Moody's Rates New Secured Credit Facilities 'Ba1'
SEARS METHODIST: Taps Alvarez & Marsal to Provide CRO
SECURITY NATIONAL: BofA Plan Hearing Set for Sept. 9
SECURITY NATIONAL: Final DIP & Cash Collateral Hearing on Aug. 22
SG ACQUISITION: Moody's Assigns 'B3' Corporate Family Rating

SHERMAN TANK: Case Summary & 6 Largest Unsecured Creditors
SOUTHEAST HOUSING: Moody's Affirms 'B2' Rating on $416MM Bonds
ST. VINCENT'S: Solo Practitioner Stuck with $83,100 in Sanctions
STANFORD GROUP: Ponzi Victims Have No SIPC Insurance
STERLING TRUST: Could Face Default If Clippers Aren't Sold

SRAMPICKAL DEVELOPERS: Case Summary & 2 Unsecured Creditors
SWJ HOLDINGS: US Trustee Seeks Dismissal of Chapter 11 Case
TACTICAL INTERMEDIATE: Court Sets Sept. 5 as Claims Bar Date
TELEXFREE LLC: Was 'Classic' Ponzi Scheme, Chapter 11 Trustee Says
TITAN INTERNATIONAL: Moody's Affirms 'B1' Corp. Family Rating

TRULAND GROUP: Files for Chapter 7 in Alexandria, Va.
VERTELLUS SPECIALTIES: Moody's Hikes Corp. Family Rating to 'B3'
VIAWEST INC: Moody's Affirms 'B2' Corp. Family Rating
WILLIAM LYON: Moody's Affirms 'B3' Corporate Family Rating
WITHOUT WALLS: Confirms Chapter 11 Plan

XTREME POWER: Hires Wenmohs Group as Accounting Services Provider
YMCA OF METROPOLITAN: Provides Update on Restructuring Plan

* Barclays and Deutsche Bank Helped Hedge Funds Skirt $6B in Taxes
* Chase Can't Ditch Credit Reporting Suit Over Canceled Debts
* CitiMortgage Seeks $4.5-Mil. in Lawsuit Against Chicago Bankers
* Ex-Jefferies Trader May Face Prison Decade for Bond Lies

* Congress Is Split on Taxing of Corporate Inversions
* In Subprime Bubble for Used Cars, Borrowers Pay Sky-High Rates
* Moody's Moves Five Firms to Investment Grade in Q2 2014
* Wall Street Adapts to New Regulatory Regime
* Wall Street Cut from Guest List for Jackson Hole Fed Meeting

* Bracewell & Giuliani Adds Energy, Finance Pro in Houston

* Large Companies With Insolvent Balance Sheet


                             *********


AFFINITY GAMING: Avoids Default, Overhauls Board
------------------------------------------------
Lisa Allen, writing for The Deal, reported that Affinity Gaming
Corp. has reached an agreement with major stakeholders that will
prevent a default on $382.7 million in debt and dismiss
shareholder litigation, while stacking the casino operator's board
with investor-appointed nominees.  According to the report, on
July 28, Affinity announced that the lenders under its senior
secured term loan facility agreed to waive the covenant breach and
amend their debt agreements, the report related.

Separately, Affinity reached an agreement with major investors
such as Z Capital Partners, a 33.7% owner, and Silver Point
Capital LP, which owns a 25.1% stake, along with other investors
holding a 24% stake, to form a seven-member board comprised of the
company's chief executive officer, two directors appointed by Z
Capital, and four directors, including two independent directors,
chosen by Silver Point and other shareholders who participated in
the agreement, the report further related.

                         *     *     *

The Troubled Company Reporter, on July 7, 2014, reported that
Moody's Investors Service lowered Affinity Gaming's ratings and
assigned a negative rating outlook in response to the company's
July 1, 2014 8-K filing with the US Securities and Exchange
Commission disclosing that it will not be in compliance with
certain financial covenants contained in its senior secured credit
facility. The bank agreement includes leverage and coverage
financial maintenance covenants.


ARAMID ENTERTAINMENT: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Aramid Entertainment Fund Limited filed with the U.S. Bankruptcy
Court for the Southern District of New York its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                         $0
  B. Personal Property           $158,616,241
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $7,458,281
                                 -----------      -----------
        TOTAL                    $158,616,241      $7,458,281

In mid-June, the Debtor filed a motion for an extension of the
time to their schedules of assets and liabilities and statements
of financial affairs through Aug 13.  In its ruling, the
Bankruptcy Court gave the Debtor until July 31, 2014, to file the
Schedules and Statements.

                    About Aramid Entertainment

Aramid Entertainment Fund Limited has been engaged in the business
of providing short and medium term liquidity to producers and
distributors of film, television and other media and entertainment
content by way of loans and equity investments.

On May 7, 2014, Geoffrey Varga and Jess Shakespeare of Kinetic
Partners (Cayman) Limited were appointed under Cayman law as the
joint voluntary liquidators of AEF and two affiliates.

On June 13, 2014, the JVLs authorized AEF and two affiliates to
file for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead
Case No. 14-11802) in Manhattan on June 13, 2014.

The Debtors have tapped Reed Smith, LLP, in New York, as counsel
and Kinetic Partners (Cayman) Limited as crisis managers.

AEF estimated at least $100 million in assets and between
$10 million to $50 million in liabililities.


ARAMID ENTERTAINMENT: Resets Sec. 341 Creditors Meeting to Aug. 7
-----------------------------------------------------------------
The meeting of creditors pursuant to 11 U.S.C. Sec. 341(a)
previously scheduled for July 11, 2014 in the bankruptcy case of
Aramid Entertainment Fund Limited has been rescheduled to Aug. 7,
2014, at 2:00 p.m. (Eastern Time).

The Sec. 341 Meeting will be held at the Office of the United
States Trustee, at 80 Broad Street, Fourth Floor, New York, NY
10004-1408.

                   About Aramid Entertainment

Aramid Entertainment Fund Limited has been engaged in the business
of providing short and medium term liquidity to producers and
distributors of film, television and other media and entertainment
content by way of loans and equity investments.

On May 7, 2014, Geoffrey Varga and Jess Shakespeare of Kinetic
Partners (Cayman) Limited were appointed under Cayman law as the
joint voluntary liquidators of AEF and two affiliates.

On June 13, 2014, the JVLs authorized AEF and two affiliates to
file for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead
Case No. 14-11802) in Manhattan on June 13, 2014.

The Debtors have tapped Reed Smith, LLP, in New York, as counsel
and Kinetic Partners (Cayman) Limited as crisis managers.

AEF estimated at least $100 million in assets and between
$10 million to $50 million in liabililities.


ARCHDIOCESE OF MILWAUKEE: Wants Plan Process Unfrozen
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Archdiocese of Milwaukee, whose Chapter 11 plan
was frozen in June by a bankruptcy judge, wants a district judge
to unfreeze the case so the church can proceed with its proposal
for shedding claims for clergy sexual abuse.

According to the report, U.S. Bankruptcy Judge Susan V. Kelley
ruled on June 20 that she lost the power to approve the plan at
least until the U.S. Court of Appeals in Chicago decides an appeal
brought by abuse victims regarding a $55 million cemetery trust.
The archdiocese has responded by seeking permission to appeal
the freeze, the report related.

              About Archdiocese of Milwaukee

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

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

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

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

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


ASHER INVESTMENT: Hires Gershuni & Katz as General Counsel
----------------------------------------------------------
Asher Investment Properties, LLC seeks authorization from the Hon.
Barry Russell of the U.S. Bankruptcy Court for the Central
District of California to employ Gershuni & Katz, a Law
Corporation, as general bankruptcy counsel.

The Debtor requires Gershuni & Katz to:

   (a) advise Debtor regarding its rights and responsibilities as
       Chapter 11 debtor and debtor-in-possession, specifically
       including the requirements of the Bankruptcy Code, the
       Bankruptcy Rules, the Local Bankruptcy Rules, the UST's
       Notice Requirements for Chapter 11 Debtors-In-Possession
       and other UST requirements, and how the application of such
       provisions relate to the administration of the Debtor's
       estate;

   (b) advise and assist the Debtor in connection with the
       preparation of certain documents to be filed with the
       Bankruptcy Court and the UST, including, without
       limitation, the Schedules of Assets and Liabilities,
       Statement of Financial Affairs, and other such documents;

   (c) represent the Debtor with respect to bankruptcy issues in
       the context of its pending chapter 11 case;

   (d) advise, assist and represent the Debtor in the negotiation,
       formulation and confirmation of a plan of reorganization;
       and

   (e) perform such additional legal services as may be necessary
       or appropriate in this Chapter 11 case.

Gershuni & Katz will be paid at these hourly rates:

       Ira Benjamin Katz, shareholder         $565
       Gregory B. Gershuni, shareholder       $450

Gershuni & Katz will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Between May 23, 2014 and the filing of the Debtor's petition on
June 6, 2014, Gershuni & Katz rendered $19,153.50 in legal
services and paid $1,717 for the chapter 11 filing fee on behalf
of Debtor.

Pre-petition, the Debtor paid Gershuni & Katz the total sum of
$56,213 which, after payment in full for pre-petition services
rendered and costs advanced, left a balance of $35,342.50 which is
on deposit in Gershuni & Katz Client's Trust Account.

Ira Benjamin Katz, shareholder of Gershuni & Katz, 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.

The Itkin Living Trust dated March 12, 2008 (the "Itkin Trust") is
a secured creditor and a 50% member of Debtor.  The Itkin Trust's
co-Trustee, Garry Itkin, is also the managing member of the Debtor
based on the express terms of Debtor's restated operating
agreement.  The Itkin Trust objects to the employment of Gershuni
& Katz as general bankruptcy counsel saying the Court should deny
the Application to employ counsel because the bankruptcy case
should be dismissed, and Garry Itkin never authorized the hiring
of counsel.

Gershuni & Katz can be reached at:

       Ira Benjamin Katz, Esq.
       GERSHUNI & KATZ, A LAW CORPORATION
       1901 Avenue of Stars, Suite 300
       Los Angeles, CA 90067
       Tel: (310) 282-8580
       Fax: (310) 282-8149
       E-mail: IKatz@GershuniKatz.com

The Itkin Trust is represented by:

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

             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.


ASHER INVESTMENT: Wants to Hire Special Litigation Counsel
----------------------------------------------------------
Asher Investment Properties, LLC asks for permission from the Hon.
Barry Russell of the U.S. Bankruptcy Court for the Central
District of California to employ Michael F. Frank and Peggi A.
Gross as its special litigation counsel.

The Debtor requires the services of special litigation counsel to
represent it in connection with the prosecution of a lawsuit the
Debtor intends to file agains Garry Itkin, Trustee of the Itkin
Living Trust dated March 12, 2008 ("Itkin") seeking, among other
things:

   -- a determination of the amount of Itkin's secured claim
      against the Estate;

   -- a declaration that Itkin is not a member of the Debtor;

   -- alternatively, a determination of the nature and extent of
      Itkin's membership interest in the Debtor; and

   -- damages for breach of contract (the "Itkin Litigation").

Frank and Gross will be paid at these hourly rates:

       Michael F. Frank          $425
       Peggi A. Gross            $250

Mr. Frank and Ms. Gross will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Ms. Gross does not have a pre-petition claim against the Estate.
Mr. Frank has a pre-petition claim against the Estate in the sum
of $19,587.50 for services rendered and costs incurred in
connection with representing the Debtor in its litigation against
Itkin and strategic options between May 17, 2014 and the filing of
the petition for relief on June 6, 2014.

Mr. Frank requested that the Debtor provide him with a $5,000
postpetiton retainer to be deposited into Frank's Client Trust
Account and applied to fees and expenses for post-petition
services pursuant to the U.S. Trustee's Professional Fee Statement
Procedure.

Mr. Frank and Ms. Gross 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.

The Itkin Living Trust dated March 12, 2008 (the "Itkin Trust") is
a secured creditor and a 50% member of Debtor.  The Itkin Trust's
co-Trustee, Garry Itkin, is also the managing member of the Debtor
based on the express terms of Debtor's restated operating
agreement.  The Itkin Trust objects to the employment of Michael
Frank saying that the Court should deny the Application to Employ
Special Counsel because Michael Frank is not disinterested and
represents interests adverse to the estate.

Mr. Frank can be reached at:

       Michael F. Frank, Esq.
       9901 Durant Drive, Suite H
       Beverly Hills, CA 90212
       Tel: (310) 277-2559
       Fax: (866) 279-2860
       E-mail: mfrankatty@aol.com

Ms. Gross can be reached at:

       Peggi A. Gross, Esq.
       1875 Century Park East, Suite 1000
       Century City, CA 90067
       Tel: (310) 788-9191
       E-mail: peggigross@gmail.com

The Itkin Trust is represented by:

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

             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.


AVIATION SERVICES: Guam Judge Dismisses Freedom Air's Ch.11 Case
----------------------------------------------------------------
Alexie Villegas Zotomayor, writing for Marianas Variety, reported
that Chief Judge Frances Tydingco-Gatewood of the District Court
of Guam, in her July 28 order, dismissed Freedom Air's Chapter 11
bankruptcy case after the creditors committee appointed in that
case failed to submit modifications to the third amended plan as
directed by the Court.

According to the report, the Judge said, "The Unsecured Creditors'
Committee has not filed a motion to amend the Third Amended Plan
of Reorganization. Therefore, pursuant to this Court's July 3,
2014 order, it is hereby ordered that this case is dismissed."

The report noted that Judge Tydingco-Gatewood earlier ordered the
parties to comply with the hearing dates and filing deadlines
relating to the Office of the U.S. Trustee's request for a status
conference.  According to the report, Assistant U.S. Trustee
Curtis Ching believes the investors have not closed the
transaction yet relating to the acquisition of Freedom Air
pursuant to the third amended plan.

Following the hearing on July 3, the report continued, the Judge
ordered that the committee file an amended plan on or before July
18.  In her order, she said that if the committee failed to submit
the plan by then, the court will grant the United States Trustee?s
motion to dismiss case without further hearing upon the submission
of an appropriate order from the United States Trustee.

According to the report, the third amended plan approved by the
court on May 30 called for the new investors to come in and buy
the new shares of Freedom Air for $1.9 million following the
dissolution of old shares.

MVariety noted that, with the dismissal of the case, the automatic
stay on court proceedings is lifted and creditors can begin to
collect from Freedom Air.  The report added that The Commonwealth
Ports Authority can begin to enforce its eviction notice which was
suspended following the airline's bankruptcy filing.

According to the report, CPA is trying to collect $1.2 million
from Freedom Air.  In addition, the IRS has filed an amended proof
of claim in the amount of $76,246.47 -- $38,298.35 in secured
claim $26,764.61 in priority claim, and $11,183.51 in general
unsecured claim.  Freedom Air also faces general unsecured claims
estimated by the committee to be between $2 million to $3 million.

Freedom Air filed for Chapter 11 bankruptcy on Sept. 27, 2014.
The case is In re Aviation Services Ltd., 13-00113, U.S.
Bankruptcy Court, District of Guam.


BALLY TECHNOLOGIES: Moody's Puts Ba3 CFR on Review for Downgrade
----------------------------------------------------------------
Moody's Investors Service placed Bally Technologies, Inc.'s Ba3
Corporate Family Rating, Ba3-PD Probability of Default Rating, and
Ba3 bank loan rating on review for downgrade following the
company's announcement that Scientific Games Corporation (B1 on
review for downgrade) has agreed to acquire all of the outstanding
Bally common stock in a transaction valued at approximately $5.1
billion, including the refinancing of Bally's outstanding debt.

Bally Technologies, Inc.  ratings placed on review for downgrade:

Corporate Family Rating -- Ba3

Probability of Default Rating -- Ba3-PD

$700 million revolving credit facility expiring 2018 -- Ba3

$347.5 million term loan A due 2018 -- Ba3

$1,084.6 million term loan B due 2020 -- Ba3

Ratings Rationale

The review for downgrade considers Moody's decision to place the
ratings of Scientific Games Corporation -- the acquiring entity
with a Corporate Family Rating that is one-notch lower than Bally
-- on review for possible downgrade. Pursuant to merger agreement,
Bally will become a wholly-owned subsidiary of Scientific Games
Corporation ("SGMS"). Moody's expects to withdraw all of Bally's
issue and issuer-level ratings once the transaction closes given
that all of Bally's outstanding rated debt is expected to be
refinanced as part of the merger.

According to information released by both Bally and SGMS, the
acquisition is going to be financed with debt and cash on hand.
SGMS has obtained committed debt financing for the transaction,
which is not subject to a financing contingency. The transaction
was approved by the boards of directors of the two companies and
is expected to close in early 2015. The acquisition remains
subject to customary closing conditions, including receipt of
Bally shareholder approval and antitrust and gaming regulatory
approvals.

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.

Bally Technologies, Inc. (NYSE: BYI) designs, manufactures,
operates, and distributes advanced technology based gaming
devices, systems, server-based solutions, custom mobile
applications, and interactive applications. Net revenue for the
latest 12-month period ended March 31, 2014 was $1.1 billion.


BANCO ESPIRITO: Bank of Portugal Unveils Rescue Plan
----------------------------------------------------
Patricia Kowsmann, writing for The Wall Street Journal, reported
that Portugal's central bank unveiled a plan to rescue the
country's second-largest lender by breaking up the bank and
pumping in billions of euros of state money.  According to the
report, under the EUR4.9 billion (US$6.6 billion) plan, depositors
and senior bondholders will be spared, while the bank's
subordinated creditors and current shareholders will be in line
for losses.


BERNARD L. MADOFF: Trustee Barred from Appealing Adverse Ruling
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Bernard L. Madoff Investment
Securities LLC was barred once again by U.S. District Judge Jed
Rakoff from appealing an unfavorable decision that diminishes the
ability to file lawsuits that could result in full recovery for
investors who lost $17.5 billion in the largest Ponzi scheme on
record.

According to the report, in late April Judge Rakoff wrote a
decision blocking Madoff trustee Irving Picard from suing some
recipients of stolen money unless he can prove in substance that
they actually knew Madoff was running Ponzi scheme.  In early June
Picard filed papers asking Judge Rakoff to let him appeal the
judge's April 28 ruling making it difficult, if not impossible, to
recover money from investors who got indirect payments from the
Ponzi scheme, the report related.

Judge Rakoff responded on July 21 by writing a four-page opinion
denying Picard the right to appeal at this juncture, the report
said.

Picard's unsuccessful request to Judge Rakoff for appeal was made
as part of In re Bernard L. Madoff Investment Securities LLC,
12-mc-00115, U.S. District Court, Southern District New York
(Manhattan).

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: Judge Denies Fake Motion to Disqualify US Atty
-----------------------------------------------------------------
Law360 reported that a New York federal judge denied an apparently
fake motion on behalf of Bernie Madoff seeking to disqualify the
U.S. Attorney from Madoff's criminal suit on grounds that include
the use of "voice-to-skull technology" to influence the court.
According to the report, Judge Denny Chin, who is now in the
Second Circuit but was in the Southern District of New York during
the 2009 suit that landed Madoff in prison for 150 years, said the
motion's main contention -- that the U.S. Attorney isn't qualified
to bring the suit -- was "meritless."

Judge Chin did not address the handwritten portions of the motion,
submitted as a letter, which asserted that the government was
using "bio-electric sensors and sub-aural communicators voice-to-
skull technology to influence the court," the report related.
Instead, the judge addressed only the main argument in the
spelling and typing error-ridden text, the report said.

The case is United States v. Bernard L. Madoff, case number 1:09-
cr-00213, in the U.S. District Court for the Southern District of
New York.

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BEST BUY: S&P Assigns 'BB' Rating on $1.25BB Revolver Facility
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '3' recovery rating to Best Buy Co. Inc.'s $1.25
billion five-year senior unsecured revolving credit facility on
July 31, 2014.  The '3' recovery rating indicates S&P's
expectation for meaningful recovery (50%-70%) in a payment default
scenario.

At the same time, S&P affirmed all ratings on the company,
including the 'BB' corporate credit rating. The outlook is stable.

"The affirmed ratings reflect our opinion of the intense
competition Best Buy faces from online retailers, discounters, and
other big stores along with our forecast of stable credit
metrics," said credit analyst Tobias Crabtree.  "We think a
cautious consumer spending outlook will likely constrain a
meaningful turnaround in the company's sales growth and
profitability over the next year."

The stable rating outlook on Best Buy incorporates S&P's
expectation that credit ratios should be relatively steady over
the next 12 months even if sales growth is slightly negative.  S&P
expects the industry environment to remain difficult, which could
lead to profit pressures, but expect Best Buy to be able to
continue generating good free cash flow.  S&P forecasts debt to
EBITDA in the high 1x and FFO to debt of about 40%.

An upgrade could occur if Best Buy were to reverse ongoing
negative operating trends, increase its store traffic and
conversions, and return to sales growth.  For a higher rating, S&P
would anticipate better-than-currently anticipated operating
performance results, leading to an improved business risk
assessment.  Other metrics could be improving cash flow and
leverage measures with FFO to debt sustained above 45%.  S&P
believes the 2014 holiday season will provide insights into the
company's progress with execution.

S&P could consider a downgrade if profits declined meaningfully
from its base-case scenario as a result of intense industry
competition or if management's strategic initiatives are
unsuccessful.  Under the downside scenario, forecast FFO to debt
would fall below 30% and forecast EBITDA would decline by about
40%, which could occur as a result of mid-single-digit revenues
decline and approximately 300 basis points of margin contraction.


BIOHEALTH COLLEGE: Barred From Receiving GI Bill Benefits
---------------------------------------------------------
The California Department of Veterans Affairs (CalVet) moved
quickly after Bryman College filed bankruptcy and closed their
four campuses in California.  CalVet said on July 29 it withdrew
approval for using Federal GI Bill education benefits at all
Bryman College campuses in California.  CalVet's actions
immediately prevent Bryman College from receiving GI Bill benefits
and stops further Veteran enrollments.

"When the education of any of our California Veterans is derailed
by a school's inability to fulfill its legal obligations, then
CalVet becomes concerned and takes aggressive action, just as we
have done today." said Keith Boylan, CalVet Deputy Secretary
Veterans Services.  "CalVet works hard to ensure our Veterans
receive the quality education and training they earned based on
their honorable military service."

The California State Approving Agency for Veterans Education
(CSAAVE), a unit of the CalVet, immediately withdrew Bryman
College's approval based on its Chapter 11 filing on July 18,
2014, with the U.S. Bankruptcy Court.  The filing listed up to
$10,000,000 in estimated liabilities, and no more than $50,000 in
assets. The Bankruptcy Court documents demonstrate the institution
is unable to fully comply with its Federally-regulated mandate to
have sufficient teaching facilities and funding to operate.

Bryman College's bankruptcy and closure means their students will
not attend any future classes.  Bryman's actions mean Veteran
students who want to complete their educations should consider
applying at another institution.  Bryman's actions caused Veteran
students to lose their housing stipend, effective July 31, 2014.

A preliminary review identified less than 20 California Veterans
using Federal GI Bill benefits who are enrolled in Bryman
Colleges.  CalVet notified the U.S. Department of Veterans Affairs
about Bryman Colleges on July 29.  CalVet is working to identify
and contact all of Veterans impacted by the Bryman College
bankruptcy and closings so the Veterans have accurate information
about the situation and their education alternatives.

CalVet has aggressively provided oversight of Bryman College.  For
example, the Los Angeles campus was already under suspension by
CSAAVE for failing to submit a change of ownership application
when Bryman College purchased the campus from Corinthian Colleges.

CSAAVE withdrew GI Bill approval for Bryman College in Hayward in
April 2006 for its failure to properly grant transfer credit as
required by Federal regulations.  CSAAVE withdrew approval for the
San Francisco campus in March 2007 based on the college's failure
to properly grant transfer credit as required by Federal
regulations and failure to notify CSAAVE of a change of ownership.
As a result, no Veterans using GI Bill benefits are attending the
Hayward and San Francisco campuses.

On the Net: https://www.calvet.ca.gov/


BOYD GAMING: Fitch Affirms 'B' IDR; Outlook Stable
--------------------------------------------------
Fitch Ratings affirms the long-term IDRs of Boyd Gaming Corp.
(Boyd) and Peninsula Gaming LLC (Peninsula) at 'B'.  Fitch also
affirms Marina District Finance Company, Inc.'s (Borgata) IDR at
'B-'.  The Rating Outlook for Boyd and Peninsula is Stable while
the Rating Outlook for Borgata remains Positive.

Fitch links the IDRs of Boyd and Peninsula and views them on a
consolidated basis, though it views Borgata's credit profile
largely on a standalone basis.  Peninsula is Boyd's wholly-owned
unrestricted subsidiary and Borgata is a 50/50 JV, which Boyd
manages and consolidates into its financials.

KEY RATING DRIVERS

Boyd/Peninsula

Boyd's 'B' IDR reflects a diversified asset base and healthy free
cash flow (FCF) profile.  These positive credit considerations are
offset by Boyd's high, albeit sustainable, leverage and
significant exposure to weak regional casino markets.

Fitch calculates gross leverage for Boyd for period ending June
30, 2014 at 7.6x, which includes Peninsula along with the $147
million seller's note at Peninsula's HoldCo.  This offers minimal
equity cushion as regional assets typically trade in 7x-8x
multiple range.  Fitch deems this sustainable especially when
taking Boyd's healthy FCF profile.  Boyd's stand-alone leverage is
slightly better at 7.4x; however, Fitch believes including
Peninsula in Boyd's ratios is appropriate given the high
likelihood that Boyd merges Peninsula into its restricted group in
the near-to-medium term.  Boyd has stated that it intends to merge
Peninsula into its restricted group and Peninsula's unsecured
notes become callable this August at 106.28.

Boyd's FCF is strong for its rating level and reflects a limited
development pipeline, heavy mix of LIBOR based bank debt and $1.1
billion in federal-level NOLs.  Fitch estimates Boyd's
discretionary FCF run-rate at approximately $165 million, which
includes about $55 million of FCF at Peninsula.

Fitch's estimate for Boyd's FCF run-rate incorporates (estimates
include Peninsula):

   -- $517 million of LTM property EBITDA for period ending
      June 30, 2014;
   -- $50 million of corporate expense;
   -- $200 million of interest expense;
   -- $0 of income tax;
   -- $100 million of maintenance CapEx.

Boyd could potentially reduce its interest expense by roughly $10
million over the next six months as its 9.125% Boyd notes and
8.375% Peninsula notes become callable this year.  The potential
interest expense savings could be offset if short term interest
rates increase.  This would increase the cost associated with the
$2.2 billion of credit facility loans outstanding (including $770
million at Peninsula).  Most of the loans have a LIBOR floor of
1%; therefore, rising rates is not a near-term concern.

Longer-term, Borgata could be in a position to make distributions
as its leverage declines below 4.5x, the threshold for making
restricted payments in Borgata's credit agreement.  That may occur
as early as 2015 and annual distributions to Boyd could be in the
$10 million-$20 million range per Fitch's base case.

The strong FCF profile offsets the risk associated with Boyd's
operating mix, which is generally weak with a large exposure to
regional markets.  Fitch's base case for the wholly-owned assets
incorporates a 3% revenue decline for full year 2014, 2% decline
for 2015 and 0.4% decline for 2016.  The 2% decline estimate for
2015 takes into account Fitch's 5% decline estimate for Boyd's
Midwest/South segment, which reflects increased competition in
Lake Charles, LA.  In other years Fitch sees flat to low-single
digit growth in Boyd's Nevada segments (about a third of wholly-
owned EBITDA) offset by low-single digit declines across Boyd's
regional markets.

Fitch projects EBITDA margins to remain stable.  This in part
reflects Fitch's expectation that the better performing Nevada
properties will have greater EBITDA flow-through relative to the
higher taxed regional assets.

Regional trends continue to be weak year-to-date through June,
with more mature markets showing mid-single digit declines in more
recent months.  The common theme sounded by regional casino
operators is that the weakness stems largely from the lower-tier
customers.

Fitch attributes the weakness in regional gaming to near-term and
long-term headwinds.  Near-term, the end of the federal
unemployment benefits at year-end 2013 and the individual health
insurance sign-ups related to the implementation of the Affordable
Care Act (ACA) are having an impact.  Annualized unemployment
benefits are down $31 billion in the 1Q'14 and the Congressional
Budget Office expects six million to be enrolled in an ACA-
compliant plan in 2014, with about five million getting some form
of a subsidy.  Longer-term headwinds include stagnant wages among
the 99%; reprioritization of discretionary income; lower interest
rates (which affects investment income) and proliferation of lower
cost, more convenient gaming (e.g. video gaming terminals at bars,
casino-themed social games, and lottery).

Borgata

Borgata's Positive Outlook reflects the property's stabilizing
operating trends and the prospect for improved financial profile
following the property tax settlement with the City of Atlantic
City and ability to refinance its 9.875% senior notes this year.
Fitch may upgrade Borgata's IDR to 'B' once leverage declines
closer to 6x, which may occur within 6-to-12 months once Borgata
receives the $88 million tax settlement.  The 'B-' IDR continues
to take into account Borgata's leading position in the Atlantic
City market.

In June 2013, Borgata entered into a settlement agreement with the
City of Atlantic City to reduce its tax assessment for tax years
2011-2014.  Per the settlement Borgata is entitled to an $88.25
million refund for years 2011-2014 and a tax credit of $17.85
million for 2014.  Borgata's assessed value for 2015 will also be
reduced.  Boyd estimates run-rate annual savings from the reduced
assessment at $24 million.

Additionally, a court ordered refund of $48 million for years 2009
and 2010 is being appealed by the city.  The $88 million refund
hinges on the city's ability to issue bonds.  The city was able to
access the market to issue $63 million in bonds in December 2013
with a coupon of 5% and more recently issued short-term bond
anticipation notes at 1.75% in February 2014.

The Upstate New York casino licenses will be awarded this fall.
Fitch would view a casino(s) in Orange County, NY receiving a
license negatively.  Orange County is located just 30 minutes
north of the densely populated northern New Jersey.  Fitch
estimates that a casino in Orange County could negatively impact
Atlantic City casinos' revenues by 5%-10% whereas casinos in the
more distant Sullivan County, NY (the Catskills region) would
pressure revenues by less than 5%.

An Orange County casino proposal winning a license would not
necessarily preclude an upgrade, but would tighten the cushion in
Borgata's IDR against further operating pressure.  An upstate
casino would not open until late 2016 or early 2017.  This gives
enough time for Borgata to build in balance sheet cushion by
prepaying debt using FCF and the property tax settlement proceeds.

Besides Upstate New York, new competition could come online in
Philadelphia and in northern New Jersey.  Another Philadelphia
casino would only have a modest negative impact on Borgata since
there are already four Philadelphia-area casinos (including one
within the city borders).  A casino in northern New Jersey is a
lower probability event given that it requires legislative and
voter approvals but would be more impactful on Borgata.  Fitch
estimates less than 5% revenue impact from another Philadelphia
casino and possibly greater than 10% impact from a casino in
northern New Jersey.

Fitch estimates Borgata's run-rate FCF at about $65 million, which
provides some cushion against further competition in the
Northeast.  The FCF run-rate estimate incorporates:

   -- $126 million of LTM EBITDA, plus
   -- $12 million of additional annual property tax savings ($12
      million of the $24 million in annualized savings was
      recognized in the second-quarter2014), plus
   -- $7 million estimated negative impact from the harsh
      2013/2014 winter; minus
   -- $55 million of interest expense assuming the 9.875% notes
      are refinanced with debt with interest of 6.75% (same as the
      incremental term loan issued last year); minus
   -- $25 million on maintenance CapEx.

Fitch views Borgata's and Boyd's rating linkage as weak given that
Borgata is only 50% owned by Boyd.  Additionally, Borgata operates
in a difficult, competitive market and Borgata and Boyd do not
share brands and have distinct loyalty programs.  Borgata's
exposure to online gaming increases the strategic linkage
consideration; however, online gaming has started off slow
generating a loss of $5 million in the first half 2014.  Fitch
expects online gaming profitability to improve but does not expect
cash flows from online gaming to exceed $15 million in the near-
term.

RATING SENSITIVITIES FOR BOYD & PENINSULA
(Fitch Forecasts in parentheses)

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

   -- Boyd's Debt/EBITDA ratio excluding Borgata moving towards 8x
      (FY14: 7.6x and FY15: 7.5x);
   -- Discretionary run-rate FCF declining towards or below $75
      million (FY14: $155 million and FY15: $141 million);
   -- Same-store regional markets revenues continue to decline in
      the low-to-mid single digit range;
   -- Boyd pursuing a REIT spin-off or an M&A activity that would
      result in rent adjusted leverage to increase.

Positive: No positive rating action is expected over the next 12-
24 months given the company's high leverage.  However, positive
rating action may result from:

   -- Debt/EBITDA declining below 6x (FY14: 7.6x and FY15: 7.5x);
   -- Discretionary run-rate FCF exceeding $200 million (FY14:
      $155 million and FY15: $141 million);
   -- Regional markets being flat or growing on same-store basis;
   -- Consolidation of Peninsula into Boyd's restricted group.

RATING SENSITIVITIES FOR BORGATA
(Fitch Forecasts in parentheses)

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

   -- Borgata's debt/EBITDA ratio declining below 6x (FY14: 5.1x
      and FY15: 4.6x);
   -- Discretionary run-rate FCF approaching or exceeding $50
      million (FY14: $63 million and FY15: $77 million);
   -- Receipt of the $88 million property tax refund from the City
      of Atlantic City, using the proceeds to repay debt;
   -- Continuation in stable revenue trends;
   -- Additional clarity with respect to the Upstate New York
      licenses (an Orange County license would be viewed
      negatively).

Negative: At a 'B-' IDR there is some cushion against operating
pressure.  However, negative rating action may result from:

   -- Borgata's debt/EBITDA ratio moving towards 8x (FY14: 5.1x
      and FY15: 4.6x);
   -- Discretionary run-rate FCF declining below $10 million
      (FY14: $63 million and FY15: $77 million);
   -- Resumption of negative revenue trends;
   -- New Jersey expands land-based gaming outside of Atlantic
      City.

Fitch affirms the following ratings:

Boyd Gaming Corp.

   -- Long-term IDR at 'B';
   -- Senior secured credit facility at 'BB/RR1';
   -- Senior unsecured notes at 'CCC+/RR6'.

Peninsula Gaming LLC (Peninsula Gaming Corp. as co-issuer):

   -- Long-term IDR at 'B';
   -- Senior secured credit facility at 'BB/RR1';
   -- Senior unsecured notes at 'CCC+/RR6'.

Marina District Finance Company, Inc. (Borgata)

   -- Long-term IDR at 'B-';
   -- Senior secured payment priority revolving credit facility at
      'BB-/RR1';
   -- Senior secured incremental term loan at 'B+/RR2';
   -- Senior secured notes at 'B+/RR2'.


BOWERY TOWER: Poised to Finish Construction, Plan Approved
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Miriam Chan, the owner of real estate at 78 Bowery in
Manhattan's Chinatown, says she'll finish construction once Bowery
Tower emerges from bankruptcy.  A Brooklyn, New York, bankruptcy
judge approved the Chapter 11 plan on July 17, the report said.

According to the report, the property owner, who is also the plan
sponsor,  will provide "new value" of at least $1 million to fund
payments under the plan.  Additionally, Bowery Tower will get new
financing after bankruptcy to cover payments under the plan and
fund construction, the report related, citing court papers.

Bowery Tower LLC, owner of the property at 78 Bowery in Manhattan,
went into a Chapter 11 reorganization (Bankr. E.D.N.Y. Case No.
14-40340) on Jan. 28 in Brooklyn, New York, to halt what the owner
called "imminent foreclosure."  The Debtor's counsel is Avrum J
Rosen, Esq., at The Law Offices Of Avrum J Rosen, PLLC, in
Huntington, New York.


BRUNDAGE-BONE CONCRETE: Moody's Assigns 'B3' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and B3-PD Probability of Default Rating, to Brundage-Bone Concrete
Pumping, Inc. ("Brundage-Bone"), and a B3 rating to the company's
proposed $140 million senior secured notes due 2021. The rating
outlook is stable. This the first time Moody's has assigned
ratings to this issuer.

The following rating actions were taken:

Corporate Family Rating, assigned B3;

Probability of Default Rating, assigned B3-PD;

$140 million senior secured notes due 2021, assigned B3, LGD3

The rating outlook is stable.

Peninsula Pacific Strategic Partners will used the proceeds to
acquire Brundage-Bone Concrete Pumping, Inc. which includes Eco-
Pan, Inc.

Ratings Rationale

The B3 Corporate Family Rating reflects Brundage-Bone's market
position, multi-regional footprint, and sound margins, offset by
its small size, single service, exposure to cyclical construction
end markets, and high pro forma debt leverage. The rating also
considers the capital-intensive nature of its business resulting
in weak free cash flow generation and the company's private
ownership by a combination of management and private equity.
Brundage-Bone is one of the largest domestic concrete pumpers. The
company benefits from good customer diversification and a large
fleet of concrete placing equipment; however, it relies on two
manufacturers to supply its equipment. Fleet investments are a
significant and on-going use of cash. Brundage-Bone emerged from
protection under Chapter 11 of the Bankruptcy Code on October 31,
2011. As a result, Moody's rating considers only two years of
operating history.

The stable outlook reflects Moody's expectation for steady growth
in revenues and earnings over the next 12-18 months, stable
balance sheet management, and adequate liquidity.

The ratings could be upgraded if the company continues to grow its
revenue base and market position while end markets demonstrate
solid growth. In addition, a ratings upgrade could occur if the
company reduces its adjusted debt-to-EBITDA below 4.0x, manages
retained cash flow as a percentage of debt in the high teens, and
maintains sufficient liquidity, all on a sustained basis.

The ratings may come under pressure should the company's adjusted
debt-to-EBITDA increase beyond 5.0x for an extended period of time
whether due to weak operating performance or equity-friendly
activity such as debt financed distributions. Additionally, should
the company be unable to realize anticipated synergies and cost
savings from the acquisition of Eco-Pan, experience a decline in
EBIT margin to below 12% or experience weakening liquidity,
negative rating pressure may occur.

Brundage-Bone Concrete Pumping, Inc. is a leading provider of
concrete pumping services in the United States. Eco-Pan, Inc. is a
route-based concrete collection and disposal service business
serving the construction industry. Brundage-Bone operates in the
western, southern and mountain regions of the United States
serving the non-residential, infrastructure and residential
construction end markets. Pro forma for the trailing-twelve months
ending April 30, 2014, revenues of the combined company were
approximately $128.6 million.

The principal methodology used in this rating was the Global
Equipment and Automobile Rental 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.


CACTUS WELLHEAD: S&P Raises Sr. Secured Debt Rating to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its senior secured debt
rating on Cactus Wellhead LLC to 'B+' (one notch above the
corporate credit rating) from 'B'.  S&P revised its recovery
rating on this debt to '2', indicating its expectation for
substantial (70% to 90%) recovery in the event of a payment
default, from '3'.

"The revised recovery rating reflects our assessment that the
reduction of Cactus' secured term loan to $275 million from the
proposed $350 million results in higher recovery expectations for
the company's secured debt in a default scenario," said Standard &
Poor's credit analyst Ben Tsocanos.

S&P based its recovery expectation on the assumption that Cactus
would continue to have a viable business in the event of a
default, based on its existing customer relationships and the
longer-term need for oilfield services.

The corporate credit rating on Cactus reflects S&P's assessment of
the company's business risk as "weak" and financial risk as
"highly leveraged."  The ratings also reflect S&P's expectation
that Cactus will use a portion of the proceeds from the proposed
financing to pay a $165 million dividend to shareholders and to
refinance existing debt.

The ratings incorporate S&P's view of the company's relatively
small size and its participation in the highly competitive,
volatile, and cyclical oilfield service industry.  Cactus
manufactures wellhead pressure equipment for sale to onshore oil
and gas exploration and production companies.  The company also
provides rentals of wellhead equipment used in hydraulic
fracturing.  Cactus' business is tied to new wells, thereby
exposing the company to a drop in drilling activity.

Ratings also reflect Cactus' controlling ownership by financial
sponsor Cadent Energy Partners.  S&P views financial sponsor
ownership as potentially leading to increased financial leverage
over time, such as through future dividend recapitalizations,
which are not included in S&P's current assumptions.  S&P expects
debt to EBITDA to be approximately 2.5x and funds from operations
to debt of about 30% at year-end 2014.

Ratings List

Cactus Wellhead LLC
Corporate Credit Rating                 B/Stable/--

Rating Raised; Recovery Rating Revised
                                         To         From
Cactus Wellhead LLC
Senior Secured                          B+         B
  Recovery Rating                        2          3


CAREFREE WILLOWS: Hires George Smith as Financing Broker
--------------------------------------------------------
Carefree Willows, LLC seeks authorization from the U.S. Bankruptcy
Court for the District of Nevada to employ George Smith Partners,
Inc. as financing broker to fund the Debtor's Fifth Amended Plan
of Reorganization.

The Debtor seeks to employ George Smith to structure and originate
a new loan to be secured by the property owned by the Debtor,
specifically a 300 unit apartment community located at 3250 Town
Center Drive, Las Vegas, NV.

The Debtor has engaged the services of George Smith for the term
of employment of 60 days.  The fee to be paid to George Smith is
0.6% of the amount of financing obtained by George Smith, or, in
the event of a bridge loan, the sum of .45% of the amount of
financing.  The fee is earned on the funding of the financing,
which is subject to confirmation of Debtor's Fifth Amended Plan of
Reorganization, or other Court order.

David Rifkind, principal and managing director of George Smith,
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.

George Smith can be reached at:

       David Rifkind
       GEORGE SMITH PARTNERS, INC.
       10250 Constellation Blvd., Ste. 2700
       Los Angeles, CA 90067
       Tel: (310) 557-8336
       Fax: (310) 557-1276
       E-mail: drifkind@gspartners.com

                    About Carefree Willows LLC

Carefree Willows LLC is the owner of a 300-unit senior housing
complex, located 3250 S. Town Center Drive, in Las Vegas,
Nevada.  Carefree Willows filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 10-29932) on Oct. 22, 2010.  The Law Offices of Alan
R. Smith, in Reno, Nevada, serves as counsel to the Debtor.  The
Debtor disclosed $30,604,014 in assets and $36,531,244 in
liabilities as of the Chapter 11 filing.


CATALENT PHARMA: Moody's Puts 'B2' CFR on Review for Upgrade
------------------------------------------------------------
Moody's Investors Service placed Catalent Pharma Solutions, Inc.'s
Corporate Family Rating of B2, Probability of Default rating of
B2-PD and Senior Unsecured Term loan rating of Caa1 under review
for possible upgrade after the company announced its expected
pricing of its initial public offering and intended use of the
proceeds for debt repayment. At the same time, Moody's placed the
Ba3 rating on the senior secured credit facilities under review
for downgrade and affirmed the ratings on the senior unsecured
notes and senior subordinated. The speculative grade liquidity
rating of SGL-2 was affirmed.

Based on the announced terms contemplated in the latest S-1
filing, Catalent expects to receive approximately $800 million
proceeds from the IPO, the majority of which will be used to pay
down debt.

"The potential debt paydown from the IPO would be significant and
would reduce Catalent's leverage to below 5.0x debt/EBITDA from
current 7.0x. This could result in a one notch upgrade of
Catalent's Corporate Family Rating to B1," commented Moody's
Senior Analyst, a Vice President, John Zhao.

According to the S-1, the anticipated debt reduction will involve
Catalent's senior subordinated debt and senior unsecured notes and
a portion of the unsecured term loan. The remaining debt will be
predominantly composed of senior secured credit facilities
(currently rated Ba3) with limited loss absorption in the form of
junior debt. As such, Moody's anticipates lowering the senior
secured rating to B1 consistent with the anticipated Corporate
Family Rating.

Moody's review will incorporate the outcome of the IPO, the
outlook for Catalent's operating performance and anticipated
financial policies post IPO.

Ratings placed under review for upgrade:

  Corporate Family Rating -- B2

  Probability of Default Rating -- B2-PD

  Senior Unsecured Term Loan -- Caa1, LGD5

Ratings placed under review for downgrade:

  Senior secured revolving credit facility at Ba3 LGD3

  Senior secured term loan at Ba3, LGD3

Ratings affirmed:

  Senior Global Notes due 2018 - Caa1, LGD5 (rating will be
  withdrawn upon closing)

  Senior Subordinated Notes due 2017 -- Caa1, LGD6 (rating will
  be withdrawn upon closing)

  Speculative Grade Liquidity Rating -- SGL-2

Rating Rationale

Catalent's B2 rating (currently under review for upgrade) is
constrained by the company's high financial leverage, modest
interest coverage and free cash flow. Broader industry challenges,
including certain overcapacity in the contract manufacturing
industry, pricing pressure, consolidations and reduced R&D
spending by large pharmaceutical manufacturer customers and
inherent volatility partly due to its significant fixed cost
structure, all constrain the rating. However, Moody's believes
that Catalent is relatively well positioned in mitigating the
above challenges given the company's large scale, diversified
customer base and position as one of the leading global providers
of drug delivery and outsourced services to the healthcare
industry. In particular, the company is a leader in development
and manufacturing of softgels and other oral drug delivery
technologies ("Oral Technologies") and commands a large library of
patents, knowhow, and other intellectual properties that not only
create a barrier to entry but also help enhance margins.

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.

Catalent Pharma Solutions, Inc., based in Somerset, New Jersey, is
a leading provider of development solutions and advanced delivery
technologies for drugs, biologics and consumer health products.
The company reported revenue of approximately $1.8 billion for the
twelve months ended December 31, 2013. Catalent is a privately
held company, owned by affiliates of The Blackstone Group.


CDW LLC: Moody's Assigns 'B3' Rating on New $600MM Senior Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed
$600 million 8-year senior unsecured notes to be issued by CDW
LLC, a wholly-owned subsidiary of CDW Corporation ("CDW"). CDW's
other wholly-owned subsidiary, CDW Finance Corporation, will be a
co-borrower. The proceeds of the new notes will be used for
general corporate purposes, including refinancing the entirety of
the existing $325 million of senior secured notes due 2018 and
refinancing a portion of the outstanding senior unsecured notes
due 2019. The ratings on the senior secured notes due 2018 will be
withdrawn upon the close of transaction. The rating outlook has
been changed to positive from stable. Moody's also changed the
company's short term liquidity rating to SGL-1 from SGL-2,
indicating very good liquidity, driven by higher cash balances,
free cash flow generation and ample capacity under its committed
credit facility.

Ratings Rationale

CDW's latest refinancing is the most recent step the company has
taken to reduce leverage and interest expense over the past three
years, resulting, in aggregate, in over $50 million of interest
expense savings. In addition, CDW has deleveraged steadily since
its 2007 leveraged buyout, and Moody's expects the company to
reach an adjusted debt to EBITDA level of 3.5x to 4.0x over the
next twelve to eighteen months. Although private equity owners
(Madison Dearborn and Providence Equity) still hold around 48% of
the company shares, CDW has not provided support to aid the equity
return to these holders since the IPO in June 2013 and Moody's
does not expect this behavior to change going forward. CDW's
credit profile is supported by relative earnings stability and
healthy free cash flow generation because of CDW's prominent
position as a value added reseller of technology products and
solutions with a focus on the small and medium sized business
(SMB) segment. CDW has reduced its working capital utilization and
Moody's anticipates the company's adjusted cash conversion cycle
will remain around 20 to 26 days, limiting the use of cash.
Moody's also believes CDW has favorable prospects for continued
market share gains due to its scale, extensive product offering
and broad market access relative to peers with less scale and
market coverage.

CDW's B1 Corporate Family Rating (CFR) incorporates high financial
leverage, modest (albeit improving) interest coverage ratios as
well as limited financial covenants. Significant vendor
concentration to Hewlett-Packard and exposure to the volatile
small and medium-sized business segments, as well as budgetary
risks associated with the company's exposure to the public sector,
constrain the rating.

Issuer: CDW LLC

Senior Unsecured Notes July, 2022, assigned B3 (LGD5)

Issuer: CDW Corporation

Corporate Family Rating affirmed at B1

Probability of Default Rating affirmed at B1-PD

Speculative Grade Liquidity changed to SGL-1 from SGL-2

Issuer: CDW LLC

Senior Secured Regular Bond/Debenture Dec 15, 2018 to be
withdrawn

Senior Unsecured Regular Bond/Debenture Apr 1, 2019, affirmed at
B3 (LGD5)

Senior Secured Bank Credit Facility Apr 29, 2020, affirmed at
Ba3 (LGD3)

Outlook Actions:

Outlook, revised to Positive from Stable

Rating Outlook

The positive rating outlook reflects CDW's decreasing interest
expense and leverage, and anticipated increases in annual free
cash flow. The outlook also reflects the company's consistent
revenue stream from the public sector, which counteracts greater
fluctuations in corporate sector revenue, as well as Moody's
expectation for continued execution of its business strategy,
stable vendor/customer relationships and market share gains.

What Could Change the Rating -- UP

Ratings could be upgraded if CDW demonstrates a clear increase in
annual free cash flow generation, and improvement in revenue and
operating margins to a higher sustainable range (operating margins
in upper single digits) implying increased market share, continued
favorable shift in product mix and/or a lower cost structure. An
upgrade could also occur upon debt reduction, such that total
adjusted debt to EBITDA leverage is expected to be sustained below
3.5x.

What Could Change the Rating -- DOWN

Ratings could be downgraded if CDW experiences loss of
customers/market share or pricing pressures due to increasing
competition or a weak economic environment such that margins,
interest coverage or free cash flow generation erodes. Financial
leverage sustained above 4.5x total adjusted debt to EBITDA could
also lead to a downgrade. A sustained rise in working capital
could also pressure the ratings down.

The principal methodology used in this rating was Global
Distribution & Supply Chain Services published in November 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.


CHARTER COMMUNICATIONS: Moody's Rates New 1st Lien Debt 'Ba1'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed
first lien credit facility of Charter Communications Operating LLC
(CCO), a wholly owned subsidiary of Charter Communications, Inc.
(Charter). The company expects to use proceeds of the proposed
$8.4 billion of term loans primarily to fund the purchase of
assets pursuant to its April 25, 2014, agreement with Comcast
Corporation (A3 positive) and to pay related fees and expenses.
Moody's also affirmed Charter's Ba3 Corporate Family Rating and
updated instrument ratings as shown based on revisions in the debt
mix.

All ratings are subject to review of final documentation and of
carve out audited financial statements for the assets to be
acquired and swapped with Comcast.

Charter Communications Inc.

  Corporate Family Rating, Affirmed Ba3

  Probability of Default Rating, Affirmed Ba3-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-2

  Outlook, Remains Stable

Charter Communications Operating, LLC

  Proposed Senior Secured Bank Credit Facilities, Assigned Ba1,
  LGD2

  Senior Secured Bank Credit Facility, Downgraded to Ba1, LGD2
  from Baa3, LGD2

  Outlook, Remains Stable

CCO Holdings, LLC

  Senior Secured Bank Credit Facility (CCO stock only),
  Downgraded to Ba3, LGD4 from Ba1, LGD2

  Senior Unsecured Bonds, Affirmed B1, LGD adjusted to LGD5 from
  LGD4

  Outlook, Remains Stable

Ratings Rationale

Moody's estimates the debt funded acquisition will increase
Charter's leverage to the mid 5 times debt-to-EBITDA range from
4.8 times (based on trailing twelve months through March 31). The
pro forma leverage profile is consistent with a Ba3 CFR, and
assuming the transaction occurs as proposed, Moody's believes
Charter will benefit from enhanced scale and improved geographic
clustering, offsetting some execution risk, and that the
transaction will be accretive to free cash flow. Moody's also
expects EBITDA growth and free cash flow generation to facilitate
a decline in leverage over the next few years.

Moody's lowered the rating on CCO's existing first lien bank debt
to Ba1 from Baa3 based on the proposed increase in bank debt, in
accordance with Moody's Loss Given Default Methodology. Pro forma
for the transaction, first lien bank debt comprises just over half
of the debt capital structure, compared to about one-quarter prior
to the transaction. Given the smaller percentage of junior capital
relative to the historic mix, Moody's considers a two notch uplift
to Ba1 from the Ba3 CFR more appropriate. Moody's affirmed the B1
rating on the unsecured bonds but lowered the LGD to LGD5 from
LGD4 because of the increase in debt that ranks senior to
bondholders.

Charter's leverage of approximately 4.8 times debt-to-EBITDA,
likely to increase to the mid 5 times, poses risk considering the
pressure on revenue from its increasingly mature core video
offering (which comprises about one-half of total revenue) and the
intensely competitive environment in which it operates,
incorporated in its Ba3 CFR. Moody's expects Charter's initiatives
to enhance its product set, especially the video offering, and
expand its recently implemented changes in selling strategy and
organizational structure to keep operating and capital
expenditures elevated, pressuring free cash flow over the next
year, but greater penetration of all products and continued
expansion of the commercial business should yield more EBITDA.
Also, capital intensity will likely moderate, albeit at a level
higher than peers, which could facilitate free cash flow
expansion. The company's substantial scale, which would expand
with the proposed acquisition, and Moody's expectations for
operational improvements and growth in both residential and
commercial high speed data and phone customers, along with the
meaningful perceived asset value associated with its sizeable (6
million) customer base, support the rating, as does the company's
good liquidity.

Charter's stable outlook incorporates expectations for leverage to
trend below 5.5 times debt-to-EBITDA, and for the company to
generate positive free cash flow and maintain of good liquidity.

Moody's would likely downgrade ratings if another sizeable debt
funded acquisition, ongoing basic subscriber losses, declining
penetration rates, and/or a reversion to more aggressive financial
policies contributed to expectations for sustained leverage above
6 times debt-to-EBITDA or sustained low single digit or worse free
cash flow-to-debt.

Moody's would consider an upgrade with continued improvements in
both financial and operating metrics and a commitment to a better
credit profile. Specifically, Moody's could upgrade the CFR based
on expectations for sustained leverage below 4.5 times debt-to-
EBITDA and free cash flow-to-debt in excess of 5%, along with
maintenance of good liquidity. A higher rating would require
clarity on fiscal policy, as well as product penetration levels
more in line with industry averages and growth in revenue and
EBITDA per homes passed.

The principal methodology used in this rating was the Global Pay
Television - Cable and Direct-to-Home Satellite Operators
published in April 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.

One of the largest domestic cable multiple system operators
serving approximately 4.4 million residential video customers (6
million customers in total), Charter Communications, Inc.
(Charter) maintains its headquarters in Stamford, Connecticut. Its
annual revenue (pro forma for the acquisition of Bresnan) is
approximately $8.6 billion. On April 28, Charter announced an
agreement with Comcast Corporation whereby Charter will acquire
approximately 1.5 million existing Time Warner Cable subscribers
from the combined Comcast-TWC entity following completion of
Comcast's previously announced merger with TWC. Comcast and
Charter will also each transfer approximately 1.6 million
customers, and Charter will acquire an approximately 33% ownership
stake in a new publicly-traded cable provider (SpinCo) to be spun-
off from Comcast serving approximately 2.5 million customers.


CIT GROUP: To Buy OneWest, Profit Tops Estimates
------------------------------------------------
Saabira Chaudhuri, writing for The Wall Street Journal, reported
that CIT Group Inc. agreed to buy OneWest Bank NA's parent company
for $3.4 billion in the largest full-bank acquisition announced
since 2012.  According to the report, CIT shares rose 11% in
afternoon trading on July 22 as investors cheered the cash-and-
stock purchase, which will add deposits, a presence in California
retail branch banking and a stable source of funding.  The
takeover of IMB Holdco LLC, which is OneWest's parent company,
will bump CIT's assets up to $67 billion, making the bank large
enough to be considered "systemically important" by regulators,
the report related.

                         About CIT Group

Bank holding company CIT Group Inc. and affiliate CIT Group
Funding Company of Delaware LLC filed for Chapter 11 (Bankr.
S.D.N.Y. Case No. 09-16565) on Nov. 1, 2009, with a prepackaged
Chapter 11 plan of reorganization.  Evercore Partners, Morgan
Stanley and FTI Consulting served as the Company's financial
advisors and Skadden, Arps, Slate, Meagher & Flom LLP served as
legal counsel in connection with the restructuring plan.  Sullivan
& Cromwell served as legal advisor to CIT's Board of Directors.

The Court validated the vote of CIT's impaired classes of
creditors and confirmed the Plan on Dec. 8, 2009.  The Plan
provided for the conversion to equity or reinstatement of seven
classes of debt issued primarily in the form of notes and
debentures; one class of unsecured notes was exchanged for new
debt.  General unsecured creditors, including holders of claims
arising from the rejection of executory contracts, were paid in
full and deemed unimpaired.  Holders of preferred and common
stock, as well as subordinated claims, received no recovery.

CIT emerged from bankruptcy protection on Dec. 11, 2009.

                          *     *     *

The Troubled Company Reporter, on Jan. 10, 2013, reported that
Moody's Investors Service upgraded the corporate family and senior
unsecured ratings of CIT Group Inc. to Ba3 from B1. Moody's
affirmed the Ba3 rating assigned to CIT's senior bank credit
facility. The outlook for CIT's ratings is stable.  The TCR also
reported on Feb. 14, 2013, that Standard & Poor's Ratings Services
said that it revised the outlook on its 'BB-' long-term issuer
credit rating on CIT Group Inc. to positive from stable.  Standard
& Poor's also said that it affirmed the 'BB-' long-term issuer
credit rating on CIT.

DBRS Inc., on Feb. 3, 2014, rated CIT Group Inc.'s Issuer Rating
at BB with a Positive trend, considering considers CIT Group's
4Q13 results as evidencing the strength of the Company's
commercial lending franchise with solid expansion in funded
volumes in a highly competitive market.  Moreover, despite a
number of one-time items that resulted in lower YoY results, DBRS
sees the Company's underlying results as sound despite the
expected compression in adjusted finance margins and operating
expenses that remain above Company targets.

The TCR, on July 25, 2014, reported that Standard & Poor's Ratings
Services said it affirmed its 'BB-' long-term issuer credit rating
and its 'B' short-term issuer credit rating on CIT Group Inc.  S&P
also affirmed its 'BB-' ratings on CIT's senior unsecured debt.
The outlook is positive.


CLAYTON M. ANDERSON: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Clayton M. Anderson, APC
        4887 E. La Palma Avenue Suite 708
        Anaheim, CA 92807

Case No.: 14-14774

Chapter 11 Petition Date: August 1, 2014

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Judge: Hon. Erithe A. Smith

Debtor's Counsel: Mufthiha Sabaratnam, Esq.
                  LAW OFFICES OF MUFTHIHA SABARATNAM
                  11601 Wilshire Bl Ste 500
                  Los Angeles, CA 90025
                  Tel: 310-575-4893
                  Fax: 213-403-6230
                  Email: pke115mfs@yahoo.com

Total Assets: $2 million

Total Liabilities: $4.31 million

The petition was signed by Clayton M. Anderson, CEO.

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


CLS ASSET MANAGEMENT: Case Summary & 4 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: CLS Asset Management, LLLP
        6022 San Jose Blvd, 2nd Floor
        Jacksonville, FL 32217

Case No.: 14-03781

Chapter 11 Petition Date: August 1, 2014

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

Debtor's Counsel: Kevin B Paysinger, Esq.
                  LANSING ROY, PA
                  1710 Shadowood Lane, Suite 210
                  Jacksonville, FL 32207
                  Tel: 904-391-0030
                  Fax: 904-391-0031
                  Email: court@lansingroy.com
                         information@lansingroy.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Brent Brown, managing member of
Brownstone Developers, LLC, general partner.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-03781.pdf


COLUSA MUSHROOM: Legal Malpractice Claim Is 'Core,' Court Says
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in San Francisco wrote an
opinion on July 18 with important pronouncements about lawsuits
accusing attorneys of legal malpractice committed during the
course of a bankruptcy.

According to the report, two members of the creditors' committee
in the Chapter 11 case of Colusa Mushroom, Inc., sued the
committee's lawyer for malpractice for allegedly failing to
ensure that a security interest was properly filed against
property belonging to a buyer to secure the buyer's obligation
to pay creditors under a reorganization plan.  A bankruptcy judge
dismissed the suit, and the U.S. Court of Appeals in San Francisco
affirmed that ruling in an opinion by U.S. Circuit Judge Sidney R.
Thomas, the report related.

Judge Thomas said the lawyer didn't represent individual committee
members, noting that the client was the committee, meaning
individual committee members lacked the right to sue, the report
further related.  Judge Thomas also said the suit was a "core
proceeding" that properly belonged in bankruptcy court, the report
further related.

The case is Schultze v. Chandler, 12-15186, U.S. Court of Appeals
for the Ninth Circuit (San Francisco).

Colusa Mushroom, Inc., filed its Chapter 11 petition (Bankr. N.D.
Calif. Case No. 05-12180) on August 22, 2005.  Its plan of
reorganization was confirmed June 29, 2006.  Pursuant to the plan,
the debtor's business was to be sold to Premier Mushrooms, LP.
The debtor's estate was to receive a note for approximately $1.3
million secured by the assets sold to Premier. The note was given,
but the security interest not perfected.  The case was reopened on
March 31, 2011, and converted to Chapter 7 on July 14, 2011.


CONCRETE PUMPING: S&P Assigns 'B' CCR & Rates Proposed Debt 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to concrete pumping services provider
Concrete Pumping Intermediate Holdings LLC.  The outlook is
stable.

At the same time, S&P assigned its 'B' issue rating and '4'
recovery rating to the company's operating subsidiary Brundage-
Bone Concrete Pumping Inc.'s proposed $140 million senior secured
notes due 2021.  The '4' recovery rating indicates S&P's
expectation for average recovery (30%-50%) in a payment default
scenario.  The company will use the proceeds from the note
issuance along with equity contributions to fund the acquisition.

Brundage-Bone operates in the highly fragmented and competitive
equipment rental industry.  The business is capital intensive and
the company is relatively limited in terms of product and
geographic diversity.  The company is also exposed to cyclical
end-markets.  However, as the largest provider of concrete
pumping, recycling, and placement services in the U.S., Brundage-
Bone has a notable position in its industry niche.

The company is several times larger than its closest direct
competitors, but, with more than $100 million in revenues, it
remains relatively small in comparison to the larger national
equipment rental companies.  The company's geographic footprint
includes branches across 16 states, and its product diversity
remains limited to concrete pumping equipment.  The Eco-Pan
acquisition will modestly broaden the firm's product offering
because Eco-Pan provides concrete waste recycling services for the
same end markets.  S&P expects future growth for the company from
Brundage-Bone's expansion into adjacent geographical markets, as
well as from a positive rebound in end markets following
recessionary lows.

"The stable outlook reflects our expectation that positive trends
in economic and construction activity coupled with Concrete
Pumping's good market position will support moderate top-line and
margin growth during the next 12 months," said Standard & Poor's
credit analyst Svetlana Olsha.  "Over the long term, we believe
the company could improve leverage to below 5x, which would give
it some flexibility against cyclical downturns or any additional
debt-funded activities."

S&P could lower the rating if it forecasts that reduced or
negative growth in the construction markets the company serves
would cause operating performance to decline or if the company's
equipment purchases lead to negative free cash flow and push
leverage above 6x for an extended period.  S&P could also lower
the rating if the company is unable to generate positive free cash
flow and liquidity becomes constrained.

Although unlikely during the next two years, S&P could raise the
rating by one notch if Concrete Pumping were to meaningfully
increase its scale, scope, and diversity, and if its credit
measures and financial policies support a higher rating, for
instance leverage sustained below 4x.


CONVERGEONE HOLDINGS: Moody's Withdraws 'B3' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of ConvergeOne
Holdings Corp. (Old) upon the full repayment of debt following
Clearlake Capital Group's acquisition of the company.

Ratings withdrawn:

Corporate Family Rating -- B3

  Probability of Default Rating -- B3-PD

  Senior Secured Revolving Credit Facility -- Ba3 (LGD1)

  Senior Secured Term Loan -- B3 (LGD4)

ConvergeOne Holdings Corp. is an integrator of communication
products and solutions.


CPI BUYER: Moody's Assigns 'B3' Corp. Family Rating
---------------------------------------------------
Moody's Investors Service assigned B3 corporate family and B3-PD
probability of default ratings to CPI Buyer, LLC, the holding
company for Cole-Parmer Instrument Company, which private equity
firm GTCR LLC is purchasing from Thermo Fisher Scientific, Inc.
Moody's also assigned B2 ratings to the proposed $20 million
revolving credit facility and $240 million term loan, both first
lien, and a Caa2 rating to the $107 million second lien term loan.
The ratings outlook is stable.

Ratings Rationale

The B3 corporate family rating for Cole-Parmer reflects Moody's
expectation for sustained high leverage (over 6.0x) as free cash
flow and incremental debt are used to grow the business following
GTCR's purchase. The rating also reflects the uncertain cost
structure of the stand-alone business as well as the potential
competitive pressures against the company's third party
distribution revenue, particularly due to the company's modest
scale. Moody's expects the sales of proprietary products, lead by
the Masterflex line of peristaltic pumps and tubing, will provide
revenue stability and solid margins. Moody's expects sales of
laboratory equipment and consumables to generate slow revenue
growth, steady margins, mid single digit percent free cash flow to
adjusted debt fueled by low capex requirements.

The stable ratings outlook reflects Moody's expectation for about
2% organic revenue growth reflecting the global spending on
laboratory work across a mix of end markets. The outlook also
reflects Moody's expectation for the stand-alone operating costs
to approximate those the company estimates, and for acquisitions
to be funded with free cash and debt.

Expectation for leverage sustained near 5x while other credit
metrics remain near current or better levels could lead to a
ratings upgrade. Deterioration of EBITDA margins by several
hundred basis points, either due to management underestimating
operating costs or competitive pressure, and expectation for that
lower level to be sustained, the loss of a key supplier, or a
material increase in revenue volatility could lead to a downgrade.

The company's liquidity is good based on the solid free cash flow
generation, near full availability on the company's $20 million
revolver, and ample compliance on the revolver's springing
leverage covenant. While only a percent of the stock of the non-US
assets secure the bank debt, we expect these assets would have
limited value without access to the company's distribution
facility.

The principal methodology used in this rating was Global
Distribution & Supply Chain Services published in November 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.

Ratings table:

  Corporate Family Rating: Assigned B3

  Probability of Default Rating: Assigned B3-PD

  $20 million revolving credit facility: Assigned B2-LGD3

  $240 million first lien term loan: assigned B2-LGD3

  $107 million second lien term loan: assigned Caa2-LGD5

Outlook: Stable

Vernon Hills, Illinois, based Cole-Parmer is a marketer and
distributor of an array of laboratory products, including
peristaltic pumps and tubing, measuring and calibration devices,
and others, the US and many other countries. The company is under
agreement to be purchased by a fund affiliated with private equity
sponsor GTCR for $480 million. Revenue for the twelve months
ending June 30, 2014, was $235 million.


DFC FINANCE: Moody's Assigns 'B2' Sr. Secured Debt Rating
---------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) to Sterling Mid-Holdings Limited (Sterling) and a B2 senior
secured debt rating to DFC Finance Corp (DFC Finance), its
subsidiary. The outlook is negative.

Moody's also withdrew the CFR on Dollar Financial Group, Inc.,
which is now an indirect subsidiary of Sterling.

Ratings Rationale

Sterling's B2 CFR reflects the company's solid capital position,
as well as its laddered debt maturities, which reduce near-term
refinancing risk. DFC's B2 senior secured rating reflects its
seniority in the company's capital structure.

DFC Finance is a newly created entity by Lone Star Funds,
Sterling's owner. On 2 April 2014, DFC Global Corp announced that
it had entered into a definitive agreement to be acquired by an
affiliate of Lone Star Funds ("Lone Star") in a transaction valued
at approximately $1.3 billion, including the assumption of net
debt. The transaction closed on 13 June 2014. As part of the
transaction, DFC Finance issued $800 million Senior Secured Notes.
Proceeds from the senior secured notes, along with Lone Star's
equity contribution, were used to pay off all existing rated debt.

The negative outlook reflects Moody's concern regarding the
regulatory environment related to DFC Finance's consumer lending
activities. The company's financial results have been adversely
affected in recent periods by increased regulatory restrictions on
payday lending services in key markets, particularly in the UK.
Moody's expects that the drag on Dollar's financial results will
continue for the next twelve to eighteen months. Regulatory
scrutiny is likely to intensify as the Consumer Financial
Protection Bureau asserts its oversight of the payday lending
sector in the US and as the FCA finalizes new rules for operators
in the UK. Although the regulatory environment in Canada (Dollar's
second largest market) appears stable, in Moody's view there
exists the possibility of "regulatory convergence" leading to more
restrictive standards in Canada as well.

Partially offsetting these pressures is the expected improvement
in financial flexibility resulting from the acquisition of DFC
Finance by Lone Star Funds.

DFC Finance's ratings are unlikely to be upgraded given the
negative outlook. The outlook could return to stable if the
company successfully navigates current regulatory challenges,
stabilizing its revenue and earnings. Ratings could be downgraded
if the company experiences a significantly worse than anticipated
operating environment with attendant adverse effects on
profitability and financial condition, or if the deleveraging
contemplated as a part of the Lone Star transaction fails to
materialize.

DFC Finance is an international financial services company serving
under-banked consumers. DFC Finance, based in Berwyn, PA, reported
total assets of $1,612 million as of March 31, 2014.


DIGITAL DOMAIN: Fla. Sues Over $20M in Incentive Funding
--------------------------------------------------------
Law360 reported that Florida made good on its threats of
litigation against Digital Domain when it filed suit against the
formerly bankrupt production company to recoup all monies owed to
the state, including $20 million in incentive funding.  According
to the report, Florida's Department of Economic Opportunity sued
the directors of Digital Domain, which filed for bankruptcy in
2012 before it was able to create any of the 500 jobs the company
had promised in St. Lucie County in order to secure the incentive
funding.  The state agency had floated a $20 million grant to the
company in 2009, the report related, citing the suit.  Digital
Domain later got $60 million from St. Lucie County and $2 million
from Palm Beach County in additional incentive funding, the report
further related.

The case is State of Florida, Department of Economic Opportunity
v. Textor et al. in the Nineteenth Judicial Circuit Court of
Florida. The case number was unavailable.

                    About Digital Domain

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

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

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

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

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


ELGIN BUTLER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                     Case No.
      ------                                     --------
      Elgin Butler Company                       14-11180
      365 FM 696
      Elgin, TX 78621

      Trikeenan Tileworks, Inc.                  14-11181
      365 FM 696
      Elgin, TX 78621

      McIntyre Tile Company, Inc.                14-11182

Chapter 11 Petition Date: August 1, 2014

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Hon. Tony M. Davis

Debtors' Counsel: Mark Curtis Taylor, Esq.
                  HOHMANN, TAUBE & SUMMERS, LLP
                  100 Congress Ave, Suite 1800
                  Austin, TX 78701
                  Tel: (512) 472-5997
                  Fax: (512) 472-5248
                  Email: markt@hts-law.com

                                  Estimated    Estimated
                                   Assets     Liabilities
                                 -----------  -----------
Elgin Butler Company             $1MM-$10MM   $1MM-$10MM
Trikeenan Tileworks, Inc.        $1MM-$10MM   $500K-$1MM

The petitions were signed by Matthew S. Galvez, president.

A list of Elgin Butler Company's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/txwb14-11180.pdf

A list of Trikeenan Tileworks, Inc.'s 20 largest unsecured
creditors is available for free at:

             http://bankrupt.com/misc/txwb14-11181.pdf


ELITE PRECISION: Suit Claims Gen. Dynamics Unit Bankrupted Co.
--------------------------------------------------------------
Law360 reported that metal fabrication shop Elite Precision
Fabricators Inc. has sued defense contractor General Dynamics Land
Systems Inc., alleging fraud and breach of contract in connection
with a work stoppage agreement that Elite says cost the company
$3.7 million and forced it into bankruptcy.  According to the
report, Elite's suit filed in federal court in Texas states its
dispute stems from an agreement to manufacture components for
Israeli combat vehicles through a relationship with GDLS, which
had contracted with the Israeli government for construction of the
tanks.

The case is Elite Precision Fabricators, Inc. v. General Dynamics
Land Systems, Inc., Case No. 4:14-cv-02086 (S.D.Tex.).

Montgomery, Texas-based Elite Precision Fabricators sought
protection under Chapter 11 of the Bankruptcy on March 31, 2014
(Case No. 14-31773, Bankr. S.D. Tex.).  The case is assigned to
Judge Karen K. Brown.  The Debtor's counsel is James B. Jameson,
Esq., Attorney at Law, in Houston, Texas.

The Debtor lists estimated assets of $5.43 million and estimated
liabilities of $6.41 million.


ENERGY FUTURE: Noteholders Denied 3rd Circ. Hearing On Debt Deal
----------------------------------------------------------------
Law360 reported that Energy Future Holdings Corp. senior
noteholders have been barred from fast-tracking their appeal of a
settlement repaying $4 billion in first-lien bonds directly to the
Third Circuit, a setback for their claim that the pact
discriminates among similarly situated creditors.  According to
the report, citing an order posted in EFH's bankruptcy, U.S.
District Judge Richard G. Andrews was "unpersuaded" that CSC Trust
Co. of Delaware, as trustee for $3.5 billion of first-lien notes
issued by EFH subsidiary Energy Future Intermediate Holding Co.
LLC, had offered any compelling reason for its appeal to bypass
the Delaware district court.

CSC is challenging the settlement's use of a tender offer that
provides differing rates of return for two classes of EFIH first-
lien creditors that agree to cash out their notes and forgo
potential make-whole claims that might result from early
redemption of the debts, the report related.

            About Energy Future Holdings fka TXU Corp.

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: Posts $774 Million Net Loss in 2014 Q2
-----------------------------------------------------
Energy Future Holdings Corp. delivered to the Securities And
Exchange Commission its Form 10-Q for the quarterly period ended
June 30, 2014.

Holdings reported consolidated Operating revenues of $1,406
million for the three months ended June 30, 2014, slightly down
from $1,419 million during the same period in 2013.  For the six-
month period ended June 30, 2014, Operating revenues were $2,924
million from $2,679 million in 2013.

Holdings said Consolidated Net loss was $774 million for the three
months ended June 30, 2014, wider than the $71 million for the
same period in 2013.  For the six-month period ended June 30,
2014, Net loss was $1,383 million from $640 million in 2013.

At June 30, 2014, total assets were $36,598 million against total
liabilities of $51,234 million.

A copy of the Form 10-Q report is available at http://is.gd/z2O9lM

            About Energy Future Holdings fka TXU Corp.

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

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

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

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

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

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

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

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

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


ENERGY SERVICES: Moody's Assigns 'B3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and Caa1-PD probability of default rating to Energy Services
Holdings, LLC (ESH). In addition, Moody's assigned a B3 rating to
the company's proposed $180 million first lien senior secured
credit facilities. The credit facilities will include a $30
million senior secured revolving credit facility and a $150
million senior secured first lien term loan. The proceeds from the
secured credit facilities will be used to pay an $85 million
dividend to Cadent Energy Partners and its affiliates, management,
employees and directors of the company, repay existing
indebtedness and cover transaction fees and expenses. The rating
outlook is stable.

Assignments:

Issuer: Energy Services Holdings, LLC

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned Caa1-PD

$30 Million Senior Secured Revolving Credit Facility, Assigned
B3 (LGD3)

$150 Million Senior Secured First Lien Term Loan, Assigned B3
(LGD3)

This is a newly initiated rating and this is Moody's first press
release on this issuer.

Ratings Rationale

The B3 corporate family rating reflects ESH's small scale, modest
margins and lack of geographic and end-market diversification. The
company is focused on providing electrical services predominantly
to the US energy sector, which accounts for the majority of its
revenues. The remaining revenues are generated from electric
transmission and distribution services provided to the power
sector. The company has little exposure to other sectors outside
of the energy and power sectors. ESH also generates the majority
of its revenues within a handful of states in the US and its
operations are somewhat concentrated in the state of Texas, which
accounts for about 40% of its revenues.

ESH's ratings are supported by its modest leverage, ample interest
coverage, consistent free cash flow, low customer concentration
and the recurring nature of the maintenance, repair and overhaul
services it provides. The company's rating also benefits from the
mission critical services it provides, its ability to serve the
upstream, midstream and downstream energy and power markets and
the positive growth prospects for those sectors along with its low
fixed price contract exposure.

ESH's operating results should continue to be supported by the
positive prospects for the energy and power sectors and the
recurring nature of about half its revenues, which are generated
from maintenance, repair and overhaul services. The company's
favorable short term prospects along with its relatively low
capital expenditure requirements should enable ESH to generate
positive free cash flow and gradually deleverage. ESH is expected
to steadily reduce its term loan debt due to the required 1%
annual term loan amortization payments and the required excess
cash flow sweep, but the pace of deleveraging could be delayed if
the company chooses to pursue additional acquisitions. The company
has ramped up its acquisition activity and acquired three
companies over the past two years and could use retained excess
cash flow and revolver borrowings to pursue additional deals.
Assuming no acquisitions in 2014, then its adjusted leverage ratio
(Debt/EBITDA) is likely to end the year at about 4.0x and its
interest coverage ratio (EBITA/Interest Expense) at about 4.5x.

ESH's credit metrics are strong for the company's rating category,
but are offset by its small scale, lack of geographic
diversification and its reliance on the highly cyclical energy
sector. ESH has a relatively small revenue and EBITA base and
limited geographic and end market diversity versus higher rated
companies in its sector. Moody's expects ESH to report revenue of
about $400 million in 2014, which compares to annual revenues
ranging from $2 billion to $27 billion for higher rated companies.
The company derives the majority of its sales from the energy
sector and about 40% of its sales from Texas. This compares to
broader geographic and end market diversification for the majority
of the higher rated peers. The lack of scale and diversity reduces
the company's operational and financial flexibility. Larger and
more diversified companies can better cope with periods of
weakness and more efficiently utilize their resources, which helps
to reduce the volatility of earnings through the economic cycle.

ESH's pro forma liquidity should be adequate since the company
expects to draw modestly on the $30 million revolver upon closing
of the new borrowing facilities and to pay off those borrowings by
year-end. The company will have no near-term debt maturities since
the revolver is expected to mature in 2019.

The stable outlook presumes the company's operating results will
modestly improve over the next 12 to 18 months and result in
gradually stronger credit metrics. It also assumes the company
will carefully balance its leverage with its growth strategy.

The ratings could experience upward pressure if the company
increases its scale and geographic diversification while
maintaining relatively stable or improved margins, generates
positive free cash flow and reduces its leverage ratio to below
3.5x.

Negative rating pressure could develop if deteriorating operating
results, debt financed acquisitions or shareholder dividends
result in funds from operations (CF from operations before working
capital changes) declining below 15% of outstanding debt or the
leverage ratio rising above 5.0x. A significant reduction in
borrowing availability or liquidity could also result in a
downgrade.

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

Headquartered in Covington, LA, Energy Services Holdings, LLC
(ESH) is a domestically focused provider of electrical and
instrumentation services, process controls, electric transmission
and distribution and other services primarily to the upstream,
midstream and downstream sectors of the oil and gas industry and
the power sector. The company provides maintenance, repair,
overhaul and project services through nested positions in its
customer's plants and from 22 branch locations in the US with 10
of those branches located in Texas. The company generated pro
forma revenues of about $380 million for the trailing 12-month
period ended May 31, 2014. Cadent Energy Partners is the majority
owner of Energy Services Holdings.


EQUINOX HOLDINGS: Millennium Deal No Impact on Moody's B2 CFR
-------------------------------------------------------------
Moody's Investors Service commented that Equinox Holdings, Inc.'s
recent announcement that it has acquired six clubs from Millennium
Partners for $110 million is credit positive. The company's B2
Corporate Family Rating, B2-PD Probability of Default Rating, Ba3
senior secured first lien rating, Caa1 senior secured second lien
rating, and stable rating outlook are unaffected. To complete the
acquisition, Equinox utilized the $100 million accordion feature
in its first lien credit agreement. This add-on will temporarily
increase Equinox's leverage by about 0.3 times from Moody's
adjusted debt/EBITDA for the LTM period ended March 31, 2014 of
6.9 times, however Moody's expects the acquisition will be
accretive and leverage will decrease as the incremental earnings
from the acquired locations are realized.

Headquartered in New York, Equinox Holdings, Inc. operates under
the Equinox, Pure Yoga, SoulCycle and Blink fitness brands. The
company operates in both the upper-end and the middle to budget
market segments and targets members from all demographics. Equinox
is owned by individuals and entities affiliated with Related
Companies, L.P. ("Related"), a New York limited partnership,
Leonard Green & Partners, L.P. and members of management. Revenues
approximated $740 million for the LTM period ended March 31, 2014.


EVERGREEN ACQCO: Moody's Alters Outlook to Neg & Affirms B2 CFR
---------------------------------------------------------------
Moody's Investors Service changed Evergreen AcqCo 1 LP's outlook
to negative from stable. Concurrently, Moody's affirmed all the
company's ratings, including B2 Corporate Family Rating, B2-PD
Probability of Default Rating and Ba3 rating of the senior secured
credit facilities.

The change in outlook to negative reflects Savers' weak credit
metrics, with lease-adjusted leverage in the mid-7 times and
interest coverage in the low 1 times, and the risk that earnings
may not recover sufficiently over the next 12 to 18 months to
bring them in-line with levels appropriate for the B2 rating
category. During Q1 2014, Savers' EBITDA declined significantly as
a result of severe winter weather, increased headcount, and an INS
audit that resulted in the company replacing a large number of
workers at the former Apogee and Unique Chicago stores (which
generate about 11% of revenues). While Moody's view of the
resilience and growth potential of Savers' core operations remains
unchanged, earnings will likely continue to be pressured by the
recent challenges.

Rating actions:

Issuer: Evergreen AcqCo 1 LP

  Corporate Family Rating, affirmed at B2

  Probability of Default Rating, affirmed at B2-PD

  $75 million senior secured revolver, affirmed at Ba3 (LGD3)

  $715 million term loan, affirmed at Ba3 (LGD3)

  Outlook, changed to negative from stable

Ratings Rationale

The B2 Corporate Family Rating reflects the company's high lease-
adjusted debt leverage, its modest scale and the high degree of
competition in the off-price retail segment. The rating is weakly
positioned in the B2 category as a result of the recent earnings
declines, and Moody's anticipates that the run-rate impact of
recent hiring and INS issue will further pressure earnings in the
next several quarters. However, Moody's believes that Savers' core
operations and long-term earnings generation ability remain
unchanged and anticipates a recovery in late 2014 and 2015, as the
company gradually gains back customers and cost efficiencies at
its Apogee and Unique stores and generates low to mid-single-digit
revenue growth from comparable store sales and new store openings.
The rating benefits from the company's proven resilience
throughout economic cycles, favorable growth prospects, limited
seasonality and low fashion risk. The rating also positively
considers Savers' still good -- although weaker than previously
anticipated -- liquidity profile.

The negative outlook reflects the risk that earnings may not
recover sufficiently over the next 12 to 18 months to bring
leverage under 7 times.

The ratings could be downgraded if operating performance does not
improve in the near term, and we come to expect leverage to be
sustained above 7 times or EBITA/interest expense below 1.25
times. The ratings could also be downgraded if financial policies
become aggressive or if liquidity deteriorates for any reason.

The outlook could revert back to stable if earnings growth resumes
and leverage declines below 7 times. An upgrade is unlikely in the
near term and would require debt/EBITDA sustained below 5.5 times
and EBITA/interest expense above 2.0 times as well as demonstrated
willingness to maintain a conservative financial policy, including
the use of free cash flow for debt reduction.

Headquartered in Bellevue, Washington, Evergreen AcqCo 1 LP
("Savers") operates roughly 330 for-profit thrift stores in the
United States, Canada, and Australia under the Savers, Value
Village, and Village des Valeurs banners. Revenues for the last 12
months through April 5, 2014 were approximately $1.2 billion.
Since its July 2012 LBO, Savers has been owned by Leonard Green &
Partners, L.P. and TPG Capital (approximately 45.5% in aggregate,
split evenly between the two) in partnership with Savers' chairman
Thomas Ellison (45.5%) and management and others (9%).

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


FOUR CORNERS MANAGEMENT: Case Summary & 5 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Four Corners Management Group, Inc.
        a Delaware Corporation
        P.O. Box 1088
        Lavalette, WV 25535

Case No.: 14-30307

Chapter 11 Petition Date: August 1, 2014

Court: United States Bankruptcy Court
       Southern District of West Virginia (Huntington)

Judge: Hon. Ronald G. Pearson

Debtor's Counsel: Mitchell Lee Klein, Esq.
                  KLEIN AND SHERIDAN LC
                  3566 Teays Valley Road
                  Hurricane, WV 25526
                  Tel: (304) 562-7111
                  Fax: (304) 562-7115
                  Email: swhittington@kleinandsheridan.com
                         help@kleinandsheridan.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by John Christian, president.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/wvsb14-30307.pdf


GARLOCK SEALING: Net Income Down to $9.3 Mil. in 2nd Quarter
------------------------------------------------------------
According to EnPro Industries, Inc., Garlock Sealing Technologies
LLC (GST LLC), a deconsolidated subsidiary, in the second quarter
of 2014 had sales decreased by 3% from the second quarter of 2013
reflecting lower demand in North American petrochemical, refinery
and metals processing markets as well as lower intercompany
shipments to European affiliates.  Operating profits were down 16%
from the second quarter of 2013, reflecting lower volume and
higher SG&A expenses.  Operating margins were 22.0% in the second
quarter compared to 25.6% a year ago when GST benefitted from
increased demand for certain high margin products.

GST's adjusted net income, which excludes intercompany interest
income and income or expense associated with the asbestos claims
resolution process, decreased to $9.3 million.  Asbestos-related
income was $181.3 million in the second quarter of 2014 compared
to asbestos-related expense of $13.1 million in the second quarter
of 2013.  The year-over-year change reflects a reduction of $186.3
million in GST's accrued estimate of asbestos-related claims
liabilities pursuant to the amended plan of reorganization filed
on May 29, 2014 and lower litigation expenses compared to the
second quarter of 2013 when preparations for the liability
estimation trial were underway.

GST's sales in the first half of 2014 were 5% lower than the first
half of 2013 reflecting lower demand in North America.  Operating
profit and profit margins declined reflecting lower volume for
certain high margin products and higher SG&A expenses.  GST's
asbestos-related income totaled $178.1 million in the first half
of 2014 compared to a $24.1 million expense in the first half of
2013.

The results of GST LLC and certain subsidiaries were
deconsolidated effective June 5, 2010, when GST filed voluntary
petitions for reorganization under Chapter 11 of the United States
Bankruptcy code.  These filings were the initial step in a process
to reach a permanent resolution of all of GST's current and future
asbestos claims.

GST finished the first half of 2014 with cash and investments
totaling of $216.2 million dollars, compared with $172.8 million
at the end of the second quarter of 2013.

                      About Garlock Sealing

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

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

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

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

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

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

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


GENCORP INC: Moody's Alters Outlook to Stable & Affirms B1 CFR
--------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of
GenCorp Inc. to negative from stable and concurrently affirmed all
of the company's ratings, including the Corporate Family Rating of
B1. The rating outlook change follows increased downgrade risk as
soft earnings, cash flow deficit, and debt growth over H1-FY2014
drive credit metrics that are presently weak for the rating.

Ratings:

Corporate Family, affirmed at B1

Probability of Default, affirmed at B1-PD

$460 million guaranteed second lien notes due 2021, affirmed at
Ba3, LGD3

$0.2 million convertible subordinated notes due 2024, affirmed at
B3, LGD6

Speculative Grade Liquidity, affirmed at SGL-3

Rating Outlook: to Negative from Stable

Ratings Rationale

The negative rating outlook recognizes the sluggish pace of
operational gains since the June 2013 Rocketdyne acquisition,
internal revenue declines and weak credit metrics for the rating.
Over H1-FY2014 debt, net of cash, rose more than $160 million with
operational cash flow deficits, stock repurchases and loss on
notes repurchased. In H1-FY2014 revenues, excluding Rocketdyne,
declined about 20% year-over-year and EBITDA margin, excluding
unusual charges, was about 11% versus 13%. Even if performance
soon improves, debt may continue rising as GenCorp's effort to
limit potential equity share dilution from its in-the-money
convertible notes (4 1/16% due 2039, unrated) has taken debt
higher, and $143 million of those notes remain outstanding.
Positive free cash flow should be achievable in H2-FY2014 but the
amount may not be significant without a material degree of revenue
and operating margin growth. At Q2-FY2014, debt to EBITDA was 6.5x
(Moody's adjusted basis, which adds back the loss on notes
repurchased and business acquisition costs), high for the B1 CFR.

The B1 Corporate Family Rating has nonetheless been affirmed,
reflecting GenCorp's rather strong market position and potential
that financial leverage may decline near-term. GenCorp is a
leading rocket propulsion company in the US and propulsion
technologies represent a critical part of national defense and
space systems. The company's content resides on many programs
where the funding view seems solid (e.g., Space Launch System,
Standard Missile, Evolved Expendable Launch Vehicle).
Significantly, in H1-FY2014 GenCorp's backlog rose to $3.1 billion
from $2.5 billion and some of the higher operating cost drivers in
H1 will likely not repeat in H2.

The Speculative Grade Liquidity Rating has been affirmed at SGL-3,
denoting an adequate liquidity profile. A good revolver borrowing
availability level is a key support to the liquidity rating,
particularly as the company's pending RD Amross merger agreement
carries a $110 million minimum liquidity requirement. While the
$143 million of convertible notes can be put in December 2014,
likelihood of put is low with the notes well in-the-money and a
put can be settled in cash or stock at the company's option, as
defined in the indenture. Financial ratio covenant test headroom
under the first lien bank credit facility should remain
sufficient, but if earnings do not soon rise, cushion could
quickly erode.

The rating could be downgraded if debt to EBITDA continues above
the mid-5x level by early FY2015, liquidity weakens, or if free
cash flow does not develop over H2-FY2014. Stabilization of the
rating outlook would depend on expectation of debt to EBITDA below
5x, free cash flow to debt of 5% or higher and sustained adequate
liquidity.

GenCorp Inc. produces propulsion systems for defense and space
applications and armament systems for precision tactical and long
range weapon systems. Revenues for the twelve months ended May 31,
2014 were approximately $1.6 billion.

The principal methodology used in this rating was the Global
Aerospace and Defense Industry published in April 2014. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


GENERAL MOTORS: To Halt Another Group of Suits Tied to Recall
-------------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported
that General Motors Co. is again trying to use "old" GM's Chapter
11 case to protect itself from lawsuits related to an ignition-
switch defect, this time the suits filed by drivers who got into
accidents before the 2009 bankruptcy court sale.  According to the
Journal, in a filing with U.S. Bankruptcy Court in Manhattan,
lawyers for GM said the wording of the sale order approved by the
court places lawsuit liability with the old version of GM, not the
new one.  Plaintiffs would still be allowed to file claims for
accidents as part of a program GM announced late last month,
regardless of when their accidents occurred, the Journal said.

                       About General Motors

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

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

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

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

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

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


GFI GROUP: Moody's Affirms 'B1' Issuer Rating Over CME Deal
-----------------------------------------------------------
Moody's Investors Service affirmed CME Group Inc.'s (CME) Aa3
long-term issuer and senior unsecured debt ratings, as well as its
Prime-1 short-term issuer and commercial paper ratings, following
its announcement that it has agreed to acquire GFI Group Inc.
(GFI).

In a related action, Moody's placed GFI's B1 long-term issuer and
senior unsecured debt ratings under review for possible upgrade.

Affirmations:

Issuer: CME Group Inc.

Issuer Rating, Affirmed Aa3/P-1

Shelf Affirmed (P)Aa3

Commercial Paper, Affirmed P-1

Senior Unsecured Affirmed Aa3

Outlook, Remains Stable

Issuer: CME Group Index Services LLC

Senior Unsecured Affirmed Aa3

Outlook, Remains Stable

On Review for Upgrade:

Issuer: GFI Group Inc.

Issuer Rating/Senior Unsecured, currently B1

Ratings Rationale

The affirmation of CME's ratings reflects the modest increase in
debt and sound strategic rationale of the transaction. CME's
strong 1.0x Debt/EBITDA leverage ratio is expected to remain
roughly intact. CME is purchasing GFI's Trayport and FENICS
businesses, which are trading software systems for European energy
and foreign exchange respectively.

"This transaction does not change CME's strong credit profile and
is in line with the Company's strategic plan to expand its
footprint in both the European energy and global foreign exchange
trading markets," says Katie Kolchin, CFA Vice President -- Senior
Analyst at Moody's Investors Service.

Moody's review for possible upgrade of GFI's ratings results from
the announcement that CME intends to assume GFI's debt
obligations. Moody's will consider the final structure of the
merger and terms of the debt assumption in concluding its review
when the transaction closes. If GFI's creditors were to benefit
from the full financial strength of CME, then GFI's ratings would
be equalized with CME's ratings.

The two-part transaction consists of a merger of CME and GFI and a
concurrent acquisition of GFI's inter dealer broker (IDB) business
by a private group consisting of GFI management (Newco). CME will
pay about $580 million for GFI in an equity-financed transaction,
and will assume all of GFI's $240 million in outstanding debt.
Newco will in turn pay CME $165 million in cash for the IDB
business, as well as assume $63 million residual stock
compensation liabilities. The transaction is scheduled to close in
the first quarter of 2015. Should this second component of the
transaction not be executed resulting in CME not shedding the IDB
business, this would be credit negative for CME.

The principal methodology used in this rating was Global
Securities Industry Methodology published in May 2013.

CME is a holding company that operates several major futures
exchanges, including the Chicago Mercantile Exchange, the New York
Mercantile Exchange (NYMEX), the Chicago Board of Trade (CBOT),
and CME Europe, and clearing houses (CCPs), CME Clearing and CME
Clearing Europe.

GFI is the fifth largest IDB globally with operations in the
Americas, EMEA, and Asia Pacific, with a primary focus on various
FICC and some equity products. Its subsidiaries provide brokerage,
clearing, technology, and market data services to institutional
clients.


GGW BRANDS: Founder Held in Contempt, Sanctions Imposed
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that "Girls Gone Wild" founder Joe Francis may face jail
time after being held in contempt by a Los Angeles bankruptcy
judge for violating court orders.  According to the report, for
disobeying court orders, the bankruptcy judge on July 18 ordered
Francis to pay $40,228 to cover Neilson's attorney fees and $5,000
for every day the cars aren't returned.  The report added that
Francis is facing additional allegations of civil contempt, which
is intended to coerce compliance with court orders.  If the judge
decides to jail him for failure to return the cars, Francis need
only comply with court orders to be released, the report related.

                         About GGW Brands

Santa Monica, California-based GGW Brands, LLC, the company behind
the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 13-15130) on Feb. 27, 2013.  Judge Sandra R.
Klein oversees the case.  The company is represented by the Law
Offices of Robert M. Yaspan.  The company disclosed $0 to $50,000
in estimated assets and $10 million to $50 million in estimated
liabilities in its petition.

Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC
also sought Chapter 11 protection.

GGW Marketing, LLC, another affiliate, filed a voluntary Chapter
11 petition on May 22, 2013, before the Bankruptcy Court for the
Central District of California (Los Angeles). The case is assigned
Case No. 13-23452.  Martin R. Barash, Esq., and Matthew Heyn,
Esq., at Klee, Tuchin, Bogdanoff and Stern, LLP, in Los Angeles,
California, represent GGW Marketing.

In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as
Chapter 11 Trustee to take over the companies.  Mr. Neilson has
investigated failed solar-power company Solyndra and was involved
in the Mike Tyson and Death Row Records bankruptcy cases.

In April 2014, the Chapter 11 Trustee sold the "Girls Gone Wild"
video franchise and its assets for $1.83 million.  An auction set
earlier that month was canceled because there were no bids to
compete with the so-called stalking horse, who isn't affiliated
with founder Joe Francis.


GOLDEN STATE MEDICAL: Moody's Assigns B3 CFR & Rates Bank Debt B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and a B3-PD Probability of Default Rating to Golden State Medical
Supply, Inc. ("Golden State"). Concurrently, Moody's assigned a B3
(LGD3) rating to the company's proposed first lien senior secured
credit facilities. The rating outlook is stable. This is the first
time that Moody's has assigned ratings to Golden State.

The first lien credit facilities will be comprised of a $15
million revolving credit facility and a $145 million term loan.
The company intends to use proceeds from the debt issuance to fund
a distribution of $113 million to its shareholders, including LKCM
Headwater Investments I, L.P., to refinance existing debt and to
pay fees and expenses.

The following ratings have been assigned subject to review of
final documentation:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

First lien senior secured credit facilities at B3 (LGD3)

Rating Rationale

The B3 Corporate Family Rating reflects Golden State's weak
business profile, characterized by its extremely small scale, a
singular focus as a generic drug repackager and distributor with
significant customer concentration in its business with the Office
of Veteran Affairs ("VA"), and risks associated with a heavy
reliance on one drug for a considerable portion of revenue and
profitability and a concentrated supplier base. Therefore, the
company's earnings are vulnerable to potential customer or
contract loss and quality issues such as FDA recalls or warning
letters at key suppliers. In addition, the company has a very
short operating history under its current ownership, during which
period company experienced rapid revenue and earnings growth.
Further, Moody's views the dividend recapitalization transaction
as aggressive, given the significant increase in pro forma
leverage and resulting decapitalization of the company.

Partially offsetting these risks is Golden State's established
niche as a key generic drug provider to the VA. The rating also
incorporates the benefit of recent significant contract wins, most
of which are exclusive and offer more earnings visibility.
Therefore, Moody's expects that debt/EBITDA will decline gradually
to below 5.0x (incorporating Moody's adjustments) over the next
12-18 months.

The stable outlook incorporates Moody's anticipation of steady
deleveraging given EBITDA growth from recent contract wins. The
outlook also incorporates Moody's expectation that the company
will generate positive free cash flow and maintain an adequate
liquidity profile.

The ratings could be downgraded if operating results deteriorate,
for example from supplier quality issues or a loss of major
contract or customer. In addition, the ratings could be lowered if
the company is not able to reduce leverage as expected due to weak
operating performance or a debt funded acquisition or shareholder
initiative so that debt/EBITDA is sustained above 5.0x. Finally,
the ratings could be downgraded if Golden State's free cash flow
is negative on a sustained basis, or if its liquidity profile
weakens.

An upgrade is unlikely in the near term given Golden State's
considerable business risks. However, the ratings could be
upgraded if the company is able to meaningfully increase its
scale, improve its business diversity, establish a longer track
record of sustainable growth and a more conservative financial
policy. Sustained debt/EBITDA below 4.0 times would also support a
ratings upgrade.

The principal methodology used in rating the company was the
Global Distribution & Supply Chain Services published in November
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.

Golden State Medical Supply, Inc. is a repackager, wholesaler and
distributor of pharmaceuticals, primarily supplying government
agencies, such as the VA, with generic drugs. The company is
majority owned by LKCM Headwater Investments I, L.P. Golden State
generated approximately $149 million in revenue in 2013.


GOOD SHEPHERD: Moody's Confirms 'Ba3' Rating on $93.7MM Bonds
-------------------------------------------------------------
Moody's Investors Service has confirmed the Ba3 rating assigned to
Good Shepherd Medical Center's (GSMC) $93.7 million of outstanding
bonds issued by the Gregg County Health Facilities Development
Corporation and the Harrison County Health Facilities Development
Corporation, removing the rating from Under Review. The outlook is
revised to negative.

All references to financial and utilization numbers below refer to
Good Shepherd Health System (GSHS) unless otherwise noted.

Summary Rating Rationale

The rating confirmation reflects GSHS's receipt of executed
forbearance agreements that extend the forbearance period to
December 31, 2014. The negative outlook reflects the risks of
GSHS's debt structure including requirements in the forbearance
agreement which, if not met, could trigger an event of default
under the agreement and cause an immediate acceleration of GSHS's
bank-supported debt. In addition, factors supporting the negative
outlook include Moody's expectation of continued weak financial
performance through the remainder of fiscal year (FY) 2014 and for
FY 2015, sizeable patient volume losses and related market share
decline, and expectation that the organization will not return to
profitability until FY 2016. Positive factors that support the Ba3
rating include GSHS's size and comprehensive service array
supporting its leading position in the service area, the
expectation that future proceeds from an asset monetization will
be placed into a debt service reserve fund and held as
unrestricted cash, the absence of sizeable off-balance sheet
operating leases and pension liabilities, and a new management
team with detailed performance improvement initiatives which are
expected to result in cost reductions and revenue enhancements as
well as long-term strategies to recapture lost volume.

Challenges

-- While GSHS has received an extended forbearance agreement from
its lending banks that runs through December 31, 2014, there is
ongoing risk that the hospital could breach covenants included in
the forbearance agreement and other bank documents given the
hospital's volatility in financial performance. Moody's note
favorably, however, that the forbearance agreements give GSHS time
to implement a take-out financing of the bank-backed debt and
close on a real estate monetization of two medical office
buildings.

-- The system's very weak financial performance continues through
year-to-date FY 2014 and is significantly behind budgeted
expectations. Management does not expect the organization to be
profitable until FY 2016.

-- GSMC's local competitor in Longview, which is owned by for-
profit CHS/Community Health Systems Inc. (rated B1), recently
expanded its campus and bought out an independent physician group
that previously split patients between GSMC and Longview Regional.
Some of these physicians still practice at GSHS; however, nine
urologists and orthopedic surgeons left the organization
completely. GSHS has attempted to counteract these physician
departures by recruiting new doctors through an employment model.

-- Due in large part to physician departures, the organization
experienced steep patient volume declines in FY 2013 and year-to-
date FY 2014. Combined inpatient admissions plus observation stays
declined nearly 3%, outpatient surgeries declined 13%, and total
surgeries dropped 4.5% in FY 2013. Volume declines through year-
to-date FY 2014 were significantly worse than budgeted, and the
organization is projecting additional declines in FY 2015 when
Longview Regional completes its facility expansion.

-- Liquidity remains very weak, particularly with respect to
GSHS's significant debt structure risks. Cash-to-debt was 52% as
of FYE 2013 and declined to 47% at March 31, 2014. The
organization has plans to monetize medical office buildings in
order to meet its liquidity covenants.

Strengths

-- Management has taken steps to recruit new physicians to the
organization in the wake of physician departures to the
competitor, and GSHS has implemented a major performance
improvement plan which is expected to result in a return to
profitability in FY 2016.

-- Despite volume losses, GSHS is still the largest provider of
comprehensive services in the area, supporting strategies to
regain market share and physician loyalty.

-- A potential real estate asset monetization in Fall 2014 is
expected to preserve liquidity, allowing the organization to
maintain compliance with its financial covenants. GSHS will likely
lease the facilities under a sale-leaseback transaction. The
forbearance agreements require GSHS to place a portion of the net
proceeds from the sale into a debt service reserve fund ($14
million), and a portion ($18 million) to be held as cash and
investments.

-- GSHS has limited operating lease and pension obligations.

Outlook

The negative rating outlook reflects the risks surrounding GSHS's
debt structure including requirements in the forbearance agreement
which, if not met, could trigger an event of default under the
agreements and cause an acceleration of GSHS's bank-supported
debt. In addition, factors supporting the negative outlook include
Moody's expectation of continued weak financial performance
through the remainder of fiscal year (FY) 2014 and for FY 2015,
sizeable patient volume losses and related market share decline,
and expectation that the organization will not return to
profitability until FY 2016.
What Could Make The Rating Go UP

A rating upgrade will not occur in the near term due to Good
Shepherd's highly risky debt structure, weak financial performance
and liquidity metrics, and volume declines. Longer-term factors
that could result in an upgrade include de-risking of the
organization's debt profile in conjunction with much improved
financial performance and balance sheet metrics.

What Could Make The Rating Go DOWN

A rating downgrade could occur if the GSHS is unable to execute
take-out financing on economic terms before the forbearance period
expiration date of December 31, 2014 or if GSHS fails to meet the
covenants in the forbearance agreement, including the inability to
complete the planned asset monetization or inability to meet the
minimum income from operations requirement. Additional factors
that could lead to a downgrade include any contraction of
liquidity and inability to meet FY 2014 operating performance and
balance sheet projections.

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


GRIDWAY ENERGY: Court Establishes Claims Bar Dates
--------------------------------------------------
At the behest of Gridway Energy Holdings, the Bankruptcy Court
issued an order on July 15, 2014, establishing bar dates for
filing proofs of claim for prepetition claims and certain eligible
administrative claims:

     (A) The "General Bar Date" is set for August 26, 2014;

     (B) the "Eligible Administrative Claim Bar Date" is set for
         August 26, 2014; and

     (C) The "Government Bar Date" is set for October 7, 2014.

Any entity, other than a government unit, asserting a prepetition
claim must file proof before the general bar date.  In the same
manner that any entity asserting a claim for postpetition
commissions, severance obligations, future compliance with non-
compete provisions, or other colourable non-ordinary course
administrative claims unpaid must file proof before the eligible
administrative claim bar date. In addition, government units who
have claim to the debtors must file proof before the government
bar date.

The failure of any entity or government unit to file a proof of
claim prior to the respective bar dates shall have the effect of
barring or enjoining therein any claim against the debtors and
shall not be treated as a creditor in the Chapter 11 cases. It
shall, likewise, forfeit their right to participate in the
settlement of fund.

                    About Gridway Energy

Gridway Energy Holdings, Inc., and its affiliates, including
Glacial Energy Holdings -- providers of electricity and natural
gas in markets that have been restructured to permit retail
competition -- sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 14-10833) on April 10, 2014.

The Debtors have 200,000 electric residential customers and 55,000
gash residential customers across the U.S.  A large portion of the
customers' energy consumption and revenue is generated in the
northeast U.S., Ohio, Illinois and Texas (collectively accounting
for 80% of revenue), with the remaining portion coming from
California and other states.

The Debtors blamed the bankruptcy due to lower revenue brought by
increased market competition, which caused the Debtors to default
on certain of their obligations.  Gridway defaulted on $60 million
of debt.

Prepetition, the Debtors negotiated a stock purchase transaction
with an interested buyer.  But in March 2014, the purchaser
withdrew from the transaction because of the large amount of debt
that the purchaser would become liable through a stock
transaction.

The Debtors are represented by Michael R. Nestor, Esq., Joseph M.
Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway
Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A.
Salzberg, Esq., at Patton Boggs LLP.  They employed Omni
Management Group, LLC, as claims and notice agent.

Gridway Energy estimated assets of $500 million to $1 billion and
debt of more than $1 billion.

The Creditors' Committee is represented by Sharon Levine, Esq.,
and Philip J. Gross, Esq., at Lowenstein Sandler LLP; and
Frederick B. Rosner, Esq., and Julia B. Klein, Esq., at The Rosner
Law Group LLC.

Vantage is represented in the case by Ingrid Bagby, Esq., David E.
Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at
Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A.


GSE ENVIRONMENTAL: Hires Ernst & Young as Tax Advisor
-----------------------------------------------------
GSE Environmental, Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Ernst & Young LLP as tax advisor, nunc pro tunc
to the May 4, 2014 petition date.

The Debtors require Ernst & Young to:

   (a) prepare federal, state, local, and franchise tax returns
       for the Debtors, as described in the Calcote Declaration
       and the 2013 Tax Compliance Services Statement of Work
       (SOW);

   (b) expatriate tax services, as described in the Calcote
       Declaration and the Expatriate Tax Services SOW;

   (c) global compliance and reporting services, as described in
       the Calcote Declaration and the Global Compliance and
       Reporting Services SOW;

   (d) routine tax advice and assistance, as described in the
       Calcote Declaration and the Routine On-Call Advisory SOW;
       and

   (e) U.S. tax advice and due diligence, as described in the
       Calcote Declaration and the U.S. Tax Advisory Services
       SOW.

The 2013 Tax Compliance Services SOW provides for the following
compensation for Ernst & Young:

                           Invoice Date    Payment Due     Amount
                           ------------    -----------     ------
First progress bill       July 1, 2014    Aug. 1, 2014    $52,000
Second progress bill      Aug. 1, 2014    Sep. 1, 2014    $53,000
Final bill                Sep. 1, 2014    Oct. 1, 2014    $53,000

The Global Compliance and Reporting SOW provides $11,000 as
compensation for Ernst & Young

Ernst & Young will charge the Debtors for work performed pursuant
to the expatriate Tax Services SOW, Routine On-Call Advisory SOW,
and U.S. Tax Advisory Services SOW based on the following ranges
of agreed hourly rates, depending on the classification of
personnel providing such services.

       Billing Category                        Hourly Rate
       ----------------                        -----------
       Partner, Principal,
       Executive Directors                     $600-$650
       Senior Manager                          $500
       Manager                                 $450
       Seniors                                 $300
       Staff                                   $170

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

As of July 1, 2014, Ernst & Young was owed $78,059 by the Debtors
in respect of services provided by Ernst & Young both prior to and
following the Petition Date ($75,759 for prepetition services, and
$2,300 for post-petition services).  Upon approval of Ernst &
Young's retention in these cases, Ernst & Young shall waive its
right to receive any fees incurred on the Debtors' behalf prior to
the Petition Date.

During the 90 days immediately preceding the Petition Date, the
Debtors paid to Ernst & Young amounts totaling $99,160.

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

Ernst & Young can be reached at:

       Preston V. Calcote
       ERNST & YOUNG LLP
       Suite 1800, 401 Congress Avenue
       Austin, TX 78701
       Tel: +1 (512) 478-9881
       Fax: +1 (512) 473-3499

                     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.

                           *     *     *


GSE Environmental on July 28 disclosed that it has received
confirmation of its Plan of Reorganization from the Bankruptcy
Court for the District of Delaware.  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.


H&E EQUIPMENT: Quarterly Dividend No Impact on Moody's 'B1' CFR
---------------------------------------------------------------
Moody's Investors Service said H&E Equipment Services, Inc. recent
announcement that its Board of Directors approved an initial
quarterly cash dividend and that it intends to initiate a regular
quarterly dividend is credit negative but will not affect the
company's B1 corporate family rating and stable outlook. The
company has publicly stated that although it initiated a regular
dividend, the declaration of any subsequent dividends is
discretionary and subject to approval by its Board of Directors.
H&E's speculative grade liquidity rating (SGL) remains SGL-2
reflecting the expectation of a continued good near-term liquidity
profile.

H&E is a multi-regional equipment rental company with over 60
locations throughout the West Coast, Intermountain, Southwest,
Gulf Coast, Mid-Atlantic, and Southeast regions of the United
States. H&E is also a distributor for JLG, Gehl, Genie Industries
(Terex), Komatsu, Doosan/Bobcat and Manitowoc, among others.
Revenues for the last twelve months ended March 31, 2014 totaled
$1 billion.


HALLMARK HOME: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hallmark Home Builders, Inc.
        24 Highland Road
        Henrico, VA 23229

Case No.: 14-34137

Chapter 11 Petition Date: August 1, 2014

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Hon. Keith L. Phillips

Debtor's Counsel: John C. Smith, Esq.
                  SANDS ANDERSON PC
                  1111 East Main Street, 24th Floor
                  P.O. Box 1998
                  Richmond, VA 23218-1998
                  Tel: 804-648-1636
                  Fax: 804-783-7291
                  Email: jsmith@sandsanderson.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Thomas R. Towers, Jr., president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb14-34137.pdf


HUDBAY MINERALS: Moody's Rates Proposed $150MM Add-on Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to HudBay Minerals,
Inc.'s proposed offering of US$150 million of senior unsecured
notes due 2020, which is an add-on to its existing US$750 million
senior unsecured notes due 2020. HudBay's B3 corporate family
rating (CFR), B3-PD probability of default rating, B3 senior
unsecured rating and SGL-3 speculative grade liquidity rating
(SGL) are unchanged. HudBay's rating outlook remains positive.

Proceeds from the notes issue will be used to retire about US$117
million of debt that HudBay assumed as part of its recent
acquisition of Augusta Resource Corporation, and to modestly
strengthen the company's cash position.

Ratings Rationale

HudBay's B3 corporate family rating is driven by its modest scale,
concentration of current production from a few mines in Canada and
execution risks associated with finalizing development and
ramping-up output at both Constancia and Lalor. While lower
production and higher costs at its flagship 777 copper and zinc
mine in Manitoba have suppressed cash flows over the past couple
of years, Moody's expects HudBay's liquidity will remain adequate
and that its Manitoba operations will remain relatively low-cost
with increasing production at Lalor and Reed supporting a base of
cash flow until Constancia begins commercial production in Q2/15.
Once accomplished, Moody's expect the company's financial leverage
(Debt/ EBITDA) will decline from in excess of 10x in 2014 to below
4x by the end of 2015, with the potential for ongoing improvement
beyond that timeframe.

HudBay's liquidity is adequate (SGL-3). HudBay's liquidity sources
over the next 12 months total in excess of $1 billion in Moody's
estimate, compared to uses of $650 million, leaving about $400
million available for unexpected cost overruns at its projects.
Sources primarily include almost $600 million of cash (as at June
30, 2014 and pro-forma for surplus cash from the notes
transaction), $100 million in cash from operations over the next
year (Moody's estimate), US$135 million of committed streaming
proceeds to be received, and a US$150 million unused credit
facility for Constancia (expires 2018). Uses include an estimated
$650 million in capital expenditures, largely to complete its
projects.

The positive outlook reflects that HudBay's CFR could move higher
in the next 12 to 18 months once Constancia commences commercial
production.

HudBay's CFR could be upgraded if it brings Constancia into
commercial production both on-time and on-budget and Moody's gains
confidence that the company will sustain leverage towards 4.5x.

HudBay's CFR could be downgraded if the company experiences
material cost overruns or delays in ramping up Constancia, if the
company's liquidity becomes inadequate, or if Moody's expects the
company's leverage to remain over 7x.

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

HudBay is a Canadian mining company that mines copper, zinc, and
precious metals. The company's primary operating asset is the
underground 777 mine located in Flin Flon, Manitoba. It is
currently developing a $1.7 billion copper mine in Peru
(Constancia), expanding a copper, gold and zinc mine in Manitoba
(Lalor) and recently acquired Augusta Resources Corporation, which
owns Rosemont, a copper project in Arizona. HudBay's current
annual revenues are roughly $500 million.


INTERNATIONAL MARKET: Moody's Assigns 'B1' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating
(CFR) to International Market Centers, Inc. (IMC). IMC is the
owner and operator of permanent showroom space for the home
furniture, home decor, and gift industries in High Point, North
Carolina and Las Vegas, Nevada. The rating outlook is stable. This
is the first rating assigned to IMC by the rating agency.

The following ratings were assigned with a stable outlook:

  International Market Centers, Inc. -- Corporate Family Rating
  (CFR) at B1

  IMC OP, LP -- Senior secured revolving credit facility at B1;
  Senior secured first lien term loan facility at B1; Senior
  secured second lien term loan facility at B2.

Ratings Rationale

The B1 rating reflects IMC's tenant diversification, manageable
near-term debt maturities, good fixed charge coverage and high
tenant retention rates. These strengths are counterbalanced by the
company's small scale, material asset concentration in two states
with no geographic diversification, largely encumbered portfolio,
high leverage, short operating history as an integrated company
since May 2011, and limited liquidity.

The stable rating outlook reflects Moody's expectation that IMC
will continue to improve its profit margins and grow its earnings
allowing for improvements in credit metrics over time. It also
incorporates Moody's expectation that IMC will conservatively
manage its balance sheet, maintain adequate liquidity and pursue a
prudent financial policy to support its growth.

IMC's liquidity coverage is limited, largely constrained by the
modest size of its secured revolver -- $50 million - that has a
springing covenant if the usage exceeds 25% (or $12.5 million).
Moody's expect the revolver to be undrawn at the close of the loan
transaction, but it may be tapped over the next 12 to 18 months to
cover its working capital needs. IMC does not face significant
debt maturities until the $50 million revolver comes due in August
2019, and the first and second lien term loans, in 2020 and 2021,
respectively.

IMC's effective leverage (debt plus preferred/gross assets) of 51%
at 1Q14 and Net Debt/Adjusted EBITDA (7.2x at 1Q14 annualized) are
moderate for the rating category. Secured leverage is high at 51%
at 1Q14, but it will decline as the mortgages/CMBS are prepaid
with the term note offerings. Access to capital is currently
limited since IMC has no track record in the public debt and
equity capital markets operating as a limited partnership.

As of March 31, 2014, the company's portfolio was comprised of 16
buildings with approximately 11.4 million gross square feet of
furniture and accessory showroom space, 4,970 parking spaces and
29.4 acres of land available for development. The rating also
recognizes that IMC's real estate assets are located in two major
U.S. home furnishing markets: Las Vegas, Nevada and High Point,
North Carolina, creating significant asset concentration. Despite
its modest size of $1 billion in gross assets (1Q14), IMC boasts a
well-diversified tenant base with no single tenant accounting for
more than 2% of annualized rent and the top 20 tenants accounting
for 25.7% of rents (based on % of SF). IMC's tenant base includes
furniture market leaders. A plus is that IMC's leases include
average annual escalations of 3.7% per year and little TI since
tenants invest their own capital to customize their showrooms. IMC
does not plan to pursue any ground-up developments. A substantial
share of IMC's revenue (84% in FY13) is generated from contractual
rent. IMC's lease expirations are staggered, but a sizable 25%
comes due in 2015 to 2017.

IMC's profitability (1Q14 Adjusted EBITDA margin was approximately
44%) is below rated peers largely due to building a new platform.
Moody's expect some modest margin expansion as the integration
mode nears completion and revenues grow, but improvements will
come gradually. IMC's fixed charge coverage is good at 2.2x for
1Q14 and expected to increase significantly as the business
expands and rents increase. IMC does not use joint venture
arrangements, but its primary investors are funds managed by Bain
Capital Partners, Oaktree Capital Management, and several minority
shareholders.

Moody's stated that a ratings upgrade would reflect IMC's enhanced
asset diversification and growth such that no market contributes
greater than 35% of annualized revenue; improvement in its EBITDA
margin above 55%; maintenance of Net Debt/EBITDA in the 5x range;
an increase in unencumbered assets/gross assets to over 30%; a
reduction in secured debt to the 30% range; and successfully
navigating through an economic cycle. IMC ratings could be
downgraded if the company experiences higher than expected churn
and customer defections resulting in a deterioration in occupancy
rates and strained liquidity; or moves toward a more aggressive
financial policy (including sizeable leveraged acquisitions or
deterioration in its current credit metrics).

This is the first rating action for IMC by Moody's.

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


IOWA GAMING: Section 341(a) Meeting Slated for Today
----------------------------------------------------
The U.S. Trustee will convene a meeting of creditors of Iowa
Gaming Co. LLC on Aug. 5, 2014, at 1:00 p.m., at 833 Chestnut
Street, Suite 501, Philadelphia, PA.

The meeting was previously set for June 24, 2014, at 2:00 p.m.

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

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

                         About Iowa Gaming

Iowa Gaming Company, LLC, and Belle of Sioux City, L.P., sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 14-13904) in
Reading, Pennsylvania, on May 14, 2014 following a decision by the
Iowa Racing and Gaming Commission to close down Belle's casino by
July 2014.

Belle of Sioux City has owned and operated the Argosy riverboat
casino in Sioux City, Iowa since 1994.  Iowa Gaming is Belle's
general partner, and it is an indirect subsidiary of Penn National
Gaming, Inc.  Iowa Gaming and Penn manage Belle, and they operate
out of Penn's corporate offices located in Wyomissing,
Pennsylvania.

The Debtors have tapped Stevens & Lee, P.C. as counsel; Quinn
Emanuel Urquhart & Sullivan, LLP, as co-counsel; and Province,
Inc. as financial advisor.

Belle and Iowa Gaming each estimated at least $50 million in
assets and less than $10 million in liabilities.  According to
Belle's financial records, Belle has an intercompany receivable of
$47 million from Penn National.


ISR GROUP: Panel Has Nod to Hire Honigman Miller as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of ISR Group,
Incorporated, sought and obtained permission from the U.S.
Bankruptcy Court for the Western District of Tennessee to retain
Honigman Miller Schwartz and Cohn LLP as its counsel, nunc pro
tunc to May 20, 2014.

Honigman Miller will, among other things, advise the Committee in
its consultations with the Debtor relative to the administration
of the Chapter 11 case, and assist the Committee in its analysis
of, and negotiation with, the Debtor or any third party concerning
matters related to, among other things, the terms of the Debtor's
proposed plan or any modified or alternative plans
of reorganization or liquidation of the Debtor.

Honigman Miller will be paid at these hourly rates:

      Aaron M. Silver, Partner             $425
      Joseph R. Sgroi, Partner             $405
      Amy M. Floraday, Associate           $310
      Chauncey C. Mayfield, Associate      $295

Honigman Miller can be reached at:

      Honigman Miller Schwartz and Cohn LLP
      Aaron M. Silver, Esq.
      2290 First National Building
      Detroit, Michigan 48226
      Tel: (313) 465-7560
      Fax: (313) 465-7561
      E-mail: asilver@honigman.com

Aaron M. Silver, Esq., a partner in the law firm of Honigman
Miller, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.

                          About ISR Group

ISR Group, Incorporated, filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Tenn. Case No. 14-11077) on April 29, 2014.  John
Stuecheli signed the petition as chief restructuring officer.
The Debtor estimated $10 million to $50 million in assets and
liabilities.  Franklin Childress, Jr., Esq., at Baker Donelson
Bearman, serves as the Debtor's counsel.  Judge Jimmy L Croom
presides over the case.

ISR Group Inc., a provider of services for military and civilian
users of drones, obtained Court permission to sell the business
to an affiliate of lender Trive Capital, mostly in exchange for
$18.4 million in secured debt.  Under a global settlement among
the company, the creditors' committee and the buyer, Trive is
providing $375,000 in cash exclusively for payment to creditors
with unsecured claims.  The bankruptcy judge approved the
settlement on June 17, together with an agreement among
constituents supporting a Chapter 11 plan.


ISR GROUP: Court Okays Verto Partners as Restructuring Consultant
-----------------------------------------------------------------
ISR Group, Incorporated, sought and obtained authorization from
the U.S. Bankruptcy Court for the Western District of Tennessee to
employ Verto Partners, LLC, as management and restructuring
consultant during the pendency of the Chapter 11 case.

Under the terms of the consulting agreement, Verto Partners is
providing restructuring services to the Debtor that include, among
other things, John Stuecheli's service as the Debtor's President
and CRO, and Harry Gray's service as secretary.  Verto Partners
will also provide additional services by Verto Partners personnel
in connection with the Debtor's bankruptcy case.  In general,
Verto Partners will manage the Debtor's day-to-day affairs and,
with the assistance of the Debtor's counsel, perform the services
necessary to the administration of the Debtor's bankruptcy estate,
including the marketing and sale of the Debtor's assets and the
preparation of a plan of reorganization.

In exchange for the service provided under the Consulting
Agreement, Verto Partners will be paid a fixed monthly fee of
$25,000 and will be reimbursed for its actual out-of-pocket
expenses.  Prior to the Petition Date, the Debtor provided Verto
Partners with a $25,000 retainer to secure payment for services
provided under the Consulting Agreement.

The Debtor assured the Court that Verto Partners 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.

A hearing on the employment of Verto Partners was set for
June 12, 2014.  On June 3, 2014, Samuel K. Crocker, U.S. Trustee
for Region 8, objected to the motion.

Although the authority relied on in the application is 11 U.S.C.
Section 363 (b)(1) and Section 105 (a), the application also
relies on the Jay Alix Protocol.  The U.S. Trustee contended that
the precepts from the Protocol should apply in this case.  The
U.S. Trustee claimed that there were essential elements of the
Protocol which did not appear to have been complied with in the
case.

The Protocol, among other things, requires (i) an independent
board of directors' approval of the professional's employment, and
(ii) ongoing oversight by an independent board.  The application
contended that "Verto's employment was authorized and approved by
Alfred Lumpkin in his capacity as the Debtor's sole director prior
to the Petition Date," pursuant to a corporate resolution dated
April 23, 2014.  There are multiple problems with that contention,
however, the U.S. Trustee claimed.

"If there was a pre-petition corporate resolution dated April 23,
2014, the United States Trustee has not been provided a copy of
such.  Additionally, per a separate agreement, Mr. Lumpkin agreed
to relinquish his role as sole director and agreed to 'affirm[] .
. . appointment of John Stuecheli as the sole director of' the
Debtor.  Hence, even if Verto was appointed by Mr. Lumpkin as sole
director, any board decision was subject to reconsideration by Mr.
Stuecheli.  As well, upon information and belief, the separate
agreement contained material financial considerations to Mr.
Lumpkin personally (hence, calling into question objectivity of
the board's decision-making)," the U.S. Trustee said.

The U.S. Trustee stated in its objection that Mr. Stuecheli, as
sole director, appointed himself to be the CRO, not by an
independent board and wouldn't be overseen by an independent
board.  The application did not explain the financial terms that
initially led to Mr. Stuecheli's or Verto Partners' involvement in
this case.

                          About ISR Group

ISR Group, Incorporated, filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Tenn. Case No. 14-11077) on April 29, 2014.  John
Stuecheli signed the petition as chief restructuring officer.
The Debtor estimated $10 million to $50 million in assets and
liabilities.  Franklin Childress, Jr., Esq., at Baker Donelson
Bearman, serves as the Debtor's counsel.  Judge Jimmy L Croom
presides over the case.

ISR Group Inc., a provider of services for military and civilian
users of drones, obtained Court permission to sell the business
to an affiliate of lender Trive Capital, mostly in exchange for
$18.4 million in secured debt.  Under a global settlement among
the company, the creditors' committee and the buyer, Trive is
providing $375,000 in cash exclusively for payment to creditors
with unsecured claims.  The bankruptcy judge approved the
settlement on June 17, together with an agreement among
constituents supporting a Chapter 11 plan.


ISR GROUP: Court Okays Hiring of Baker Donelson as Local Counsel
----------------------------------------------------------------
ISR Group, Incorporated, sought and obtained authorization from
the U.S. Bankruptcy Court for the Western District of Tennessee to
employ Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, as
local counsel.

Baker Donelson will:

      (a) advise the Debtor, its management and officers of their
          rights, powers, and duties as debtor-in-possession;

      (b) counsel the Debtor's management and officers on issues
          involving operations, potential sales of assets, and
          possible financing options;

      (c) negotiate documents, preparing pleadings, and
          representing the Debtor at hearings related to those
          matters;

      (d) take all necessary actions to protect and preserve the
          Debtor's estate, including prosecuting litigation on
          Debtor's behalf, investigating claims of the Debtor,
          defending the Debtor, if necessary, in actions,
          litigation, hearings or motions commenced against the
          Debtor, negotiating disputes in which the Debtor is
          involved, and preparing objections to claims filed
          against the estate;

      (e) prepare on behalf of the Debtor all necessary motions,
          applications, answers, pleadings, orders, reports, and
          papers in administration of the estate or in
          furtherance of the Debtor's business operations, or as
          required to preserve the Debtor's assets, and as
          otherwise requested by the Debtor's management;

      (f) negotiate and draft documents relating to debtor-in-
          possession financing and use of cash collateral and
          attend any hearings on the matters, prepare discovery
          and respond to discovery served on the Debtor, response
          to creditor inquiries and information requests, assist
          with preparation of schedules, statement of financial
          affairs, monthly operating reports, attendance at
          Section 341 meeting and representation at meetings with
          creditors as well as any committee appointed by the
          U.S. Trustee;

      (g) counsel the Debtor in connection with the sale of some
          or all of the Debtor's assets, negotiating the terms of
          any sale, drafting, negotiating, and prosecuting any
          pleadings and other documents necessary to complete any
          sale;

      (h) draft, negotiate, and prosecute on behalf of the Debtor
          a plan of reorganization, the related disclosure
          statement, and any revisions, amendments, and
          supplements relating to the foregoing documents, and
          all related materials; and

      (i) perform all other necessary legal services in
          connection with this Case and any other bankruptcy-
          related representation that the Debtor requires.

Prior to the Petition Date, the Debtor paid to Baker Donelson a
retainer of $20,000.  Baker Donelson applied $3,381 of the
retainer to the fees and expenses incurred prior to the Petition
Date.  As of the Petition Date, Baker Donelson is holding a
retainer of $16,619.

Baker Donelson will charge for its legal services on an hourly
basis in accordance with its ordinary and customary hourly rates
in effect on the date services are rendered.  Partners' range from
$390 to $430 per hour while paralegals and associates range from
$180-$305 per hour.

The Debtor assured the Court that Baker Donelson 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.

A hearing on the motion was set for May 29, 2014.

                          About ISR Group

ISR Group, Incorporated, filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Tenn. Case No. 14-11077) on April 29, 2014.  John
Stuecheli signed the petition as chief restructuring officer.
The Debtor estimated $10 million to $50 million in assets and
liabilities.  Judge Jimmy L Croom presides over the case.

ISR Group Inc., a provider of services for military and civilian
users of drones, obtained Court permission to sell the business
to an affiliate of lender Trive Capital, mostly in exchange for
$18.4 million in secured debt.  Under a global settlement among
the company, the creditors' committee and the buyer, Trive is
providing $375,000 in cash exclusively for payment to creditors
with unsecured claims.  The bankruptcy judge approved the
settlement on June 17, together with an agreement among
constituents supporting a Chapter 11 plan.


JAMES RIVER COAL: Auction Rescheduled to Aug. 11
------------------------------------------------
James River Coal Company has again moved the auction of its
assets.  Lawyers for the company said the auction has been
rescheduled to Aug. 11, 2014 at 1:00 p.m. (prevailing Eastern
Time), to be held at the offices of counsel to the Debtors, Davis
Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York
10017.  If the Successful Bid contemplates a Sale, the sale
hearing will be set at a "Date to be determined," the company's
notice said.  No explanations were given.

On May 9, 2014, the Bankruptcy Court entered the so-called
"Strategic Transaction Bidding Procedures Order" which established
a timeline with respect to soliciting bids for the sale of all or
substantially all of the Debtors' assets or the sponsorship of a
plan of reorganization.  Pursuant to the Strategic Transaction
Bidding Procedures:

     * Preliminary Indications of Interest were due on
       May 22, 2014;

     * The deadline for submitting Bids was June 30, 2014;

     * The Auction was scheduled to be held on July 8, 2014; and

     * In the event the Successful Bid contemplates a sale,
       the date for the Sale Hearing was scheduled to be held
       on July 10, 2014.

The auction was moved to July 14 and 21, then moved to July 28 and
Aug. 4.

As reported by the Troubled Company Reporter on July 8, the in
connection with the Strategic Transaction Bidding Procedures,
the Debtors, with the assistance of their restructuring
professionals, actively and publicly engaged in a marketing
process for (i) the sale of all or any part of the Debtors'
businesses or (ii) a contribution of capital in connection with a
stand-alone plan of reorganization.  The Debtors said they have
received various Preliminary Indications of Interest from
potential strategic and financial bidders and are continuing to
make progress towards their goal of consummating a value-
maximizing restructuring transaction in the near-term.

According to the Debtors, at this early stage in their chapter 11
cases, they have already laid the groundwork for an effective
dual-track process, pursuant to which the Debtors will either
consummate a sale or stand-alone plan.  The Debtors remain hopeful
that following the completion of the strategic transaction
restructuring process, the Debtors will have greater clarity
regarding whether a plan of reorganization or plan of liquidation
is best suited for these chapter 11 cases.

In a July 23 report, the TCR said  James River has no buyer under
contract but got multiple preliminary indications of interest from
bidders.

As reported by the TCR on July 31, Bankruptcy Judge Kevin R.
Huennekens extended James River Coal's exclusive period for filing
a plan of reorganization and soliciting acceptances to the plan.
Pursuant to Judge Huennekens' Order, the Debtor's deadline to file
a plan is November 13, 2014.  The solicitation period is extended
through January 12, 2015.

                        About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

The Debtors are represented by Tyler P. Brown, Esq., Henry P.
(Toby) Long, III, Esq., and Justin F. Paget, Esq. at Hunton &
Williams LLP of Richmond, VA and Marshall S. Huebner, Esq, Brian
M. Resnick, Esq., and Michelle M. McGreal, Esq. at Davis Polk &
Wardwell LLP of New York, NY.  Kilpatrick Townsend & Stockton LLP
serves as the Debtors' special counsel.  Perella Weinberg Partners
L.P. is the Debtors' financial advisor.  Deutsche Bank Securities
Inc. serves as the Debtors' investment banker and M&G advisor.
Epiq Bankruptcy Solutions, LLC, acts as the debtors' notice,
claims and administrative agent.

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.


JAMES RIVER COAL: Wants Lease Decision Period Moved to Nov. 3
-------------------------------------------------------------
James River Coal Company and its subsidiaries ask the Bankruptcy
Court to extend the time within which they may assume or reject
the unexpired leases of nonresidential real property by 90 days,
from August 5, 2014, to and including November 3, 2014, or such
later date as may be agreed in writing between the Debtors and any
applicable lessor.

The Debtors also request confirmation that any Lease proposed to
be assumed or rejected by the Debtors by a motion filed on or
before the Extended Deadline -- Timely Election Motion -- will not
be deemed rejected under section 365(d)(4) of the Bankruptcy Code
irrespective of whether the Court has entered an order granting or
denying that motion by the Extended Deadline, and that Lease shall
be assumed or rejected only upon further order of the Court
approving such assumption or rejection.

The Debtors operate a large, multifaceted business with operations
and financial interests throughout the Central Appalachia and the
Midwest coal regions of the United States. As part of their
operations, the Debtors estimate that, as of the Petition Date,
they were party to more than a thousand unexpired leases of
nonresidential real property.  The Debtors have not yet had an
opportunity to identify or make final determinations regarding the
assumption or rejection of many of the Leases.

The Debtors said that, in light of the size, complexity and
demands of these cases, the number of Leases and their importance
to their operations, it would not be practical to require them to
make final determinations regarding the assumption or rejection of
the Leases on or before the present August 5, 2014 lease decision
deadline.

The Debtors also said it is essential for them to retain financial
and operational flexibility during this critical time.  The
Debtors are currently engaged in extensive efforts to pursue and
effectuate one or more strategic restructuring transactions.  The
auction -- as defined in the Strategic Transaction Bidding
Procedures approved by the Court in May 2014 -- is currently
scheduled to occur on August 11, 2014 at 1:00 p.m. (prevailing
Eastern Time). The Debtors do not believe it would be prudent to
assume or reject Leases before selecting a Successful Bid or Bids,
as those Leases may or may not be included in those Successful
Bid(s).

In accordance with the Notice, Case Management and Administrative
Procedures approved by the Court on April 10, 2014, if a motion to
extend the time for the Debtors to take any action is filed
consistent with the Case Management Procedures before the
expiration of the period prescribed by the Bankruptcy Code, the
Bankruptcy Rules, the Local Rules of the United States Bankruptcy
Court for the Eastern District of Virginia or the provisions of
any order entered by the Court, that time shall automatically be
extended until the Court acts on the motion, without the necessity
for the entry of a bridge order.  The Debtors filed their
Extension request on Aug. 1.

                        About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

The Debtors are represented by Tyler P. Brown, Esq., Henry P.
(Toby) Long, III, Esq., and Justin F. Paget, Esq. at Hunton &
Williams LLP of Richmond, VA and Marshall S. Huebner, Esq, Brian
M. Resnick, Esq., and Michelle M. McGreal, Esq. at Davis Polk &
Wardwell LLP of New York, NY.  Kilpatrick Townsend & Stockton LLP
serves as the Debtors' special counsel.  Perella Weinberg Partners
L.P. is the Debtors' financial advisor.  Deutsche Bank Securities
Inc. serves as the Debtors' investment banker and M&G advisor.
Epiq Bankruptcy Solutions, LLC, acts as the debtors' notice,
claims and administrative agent.

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.


JEFFERSON COUNTY, AL: Sewer Bankruptcy Deal Is Too Pricey
---------------------------------------------------------
Verna Gates, writing for Reuters, reported that lawyers
representing ratepayers in the Jefferson County, Alabama sewer
debt bankruptcy told a federal judge that the terms of a
settlement are unconstitutional and will cost the ratepayers too
much money in coming years.  Reuters recalled that in in late
2013, Jefferson County closed a $1.78 billion sewer bond deal to
end what had been the biggest U.S. municipal bankruptcy prior to
Detroit's.

According to the report, the ratepayers filed a lawsuit that
contests the plan, saying the 40 years of rate increases it
imposes will be too high a cost for sewer and water ratepayers.
County lawyers said the agreement is a done deal that even a
federal judge has no right to unwind, a position Judge Sharon
Blackburn found "shocking," the report related.

                     About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.

In June 2013, the county reached settlement with holders of
78 percent of the $3.1 billion in sewer debt at the core of the
county's financial problems.  The bondholders will be paid
$1.84 billion through a refinancing, according to a term sheet.
The settlement calls for JPMorgan Chase & Co., the owner of
$1.22 billion in bonds, to make the largest concessions so other
bondholder will recover more.

On June 30, 2013, Jefferson County filed a Chapter 9 plan of debt
adjustment.  Pursuant to the Plan, sewer bondholders will receive
65 percent in cash.  If they elect to waive claims against
JPMorgan and bond insurers, they receive 80 percent in cash.
Bondholders supporting the plan already agreed to waive claims and
receive the larger recovery.  Existing sewer bonds will be
canceled in exchange for payments under the plan.  The county will
fund plan distributions by selling new sewer bonds calculated to
generate $1.96 billion to cover the $1.84 billion earmarked for
existing sewer bondholders.  JPMorgan has agreed to waive $842
million of the sewer debt and a $657 million swap debt, resulting
in an 88 percent overall write off by JPMorgan.  To finance the
new sewer bonds, there will be 7.4 percent in rate increases for
sewer customers in each of the first four years.  In later years,
rate increases will be 3.5 percent.

On Aug. 7, 2013, the Court approved the disclosure statement
explaining the Chapter 9 Plan of Adjustment for Jefferson County,
Alabama.  Jefferson County emerged from bankruptcy on Dec. 3 by
implementing the municipal debt-adjustment plan that was approved
on Nov. 22 when the U.S. bankruptcy judge in Birmingham signed a
confirmation order.


KAPKOWSKI ROAD: Moody's Affirms Ba2 Bonds Rating; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service affirms the Ba2 rating with a stable
outlook on the Kapkowski Road Landfill Reclamation Improvement
District Project Bonds. The Outlet Collection/Jersey Gardens
(formerly known as Jersey Gardens) is owned by JG Elizabeth II,
LLC, a subsidiary of Glimcher Realty Trust (preferred stock rated
B1, stable).

Ratings Rationale

The Ba2 rating and stable outlook reflect the healthy and growing
cash flow from The Outlet Collection/Jersey Gardens, whose
payment-in-lieu-of-tax (PILOT) payments secure the bonds;
relatively diverse and stable retail tenants and a good location
adjacent to the New Jersey Turnpike and Newark-Liberty
International Airport near densely populated areas. The rating
also reflects the absence of a debt reserve fund (DSRF) and a weak
external liquidity support agreement to provide timely payment of
debt service.

Outlook

The stable outlook reflects the increased occupancy rate at the
mall, as well as the strong mall sales per square foot.

What Could Change the Rating -- UP

Positive rating pressure could arise with a long term improvement
in the liquidity position and/or the creation of a debt service
reserve fund with adequate funding.

What Could Change the Rating -- DOWN

Negative rating pressure could arise if there is a change in
competitive market position or tax environment which results in
lower occupancy rates or sales per square foot and there is a
sustained decline in financial performance such that net income to
PILOT coverage falls below 2 times

Strengths:

-- In a prime location with access to transportation and diverse
tenants, the mall is the only value mega-mall in northern New
Jersey offering a combination factory outlet and retail stores

-- Current mall occupancy relative to square footage is high at
99.7% and total mall sales per square foot of $538 (up from $502
in 2013) are strong

-- The PILOT payments assessed by the City of Elizabeth (rated
Aa3, stable) cannot be repealed. Failure to pay PILOTs results in
a fixed annual property lien on the mall that is not subject to
reduction in bankruptcy

-- A PILOT payment shortfall if not remedied could result in
foreclosure of the mall, an unlikely event given current mall
profitability

-- Mall has strong and growing cash flow and net income, with 2.7
times net income coverage of annual PILOT payments

Challenges

-- Lack of a DSRF and weak external liquidity support to ensure
timely payment of debt service payments is not consistent with
investment grade ratings

-- Weak economy and retail sector could trigger tenant
bankruptcies that could diminish mall cash flow for PILOT payments

-- Potential for increased retail competition in the service area

-- No mortgage interest in the property for bondholders

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


LAKESIDE 370 LEVEE: Chapter 9 Case Summary & 20 Largest Creditors
-----------------------------------------------------------------
Debtor: Lakeside 370 Levee District
        a political subdivision of the State of Missouri
        Attn: Ryan Hodges, President
        520 Maryville Centre Dr., Ste. 200
        Saint Louis, MO 63141

Bankruptcy Case No.: 14-46094

Chapter 9 Petition Date: August 1, 2014

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Debtor's Counsel: Robert A. Breidenbach, Esq.
                  GOLDSTEIN AND PRESSMAN, P.C.
                  10326 Old Olive Street Road
                  St. Louis, MO 63141-5922
                  Tel: (314) 727-1717
                  Fax: (314) 727-1447
                  Email: rab@goldsteinpressman.com

                     - and -

                  Steven Goldstein, Esq.
                  GOLDSTEIN & PRESSMAN, P.C.
                  10326 Old Olive Street Raod
                  St. Louis, MO 63141
                  Tel: (314) 727-1717
                  Fax: (314) 727-1447
                  Email: sg@goldsteinpressman.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Ryan D. Hodges, president.

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim  Claim Amount
   ------                     ---------------  ------------
Bank of New York Mellon       bondholder        $7,405,000
One Wall Street
New York, NY 10286

Charles Schwab & Co. Inc.     bondholder           $55,000

James F. Davis                bondholder           $70,000

Barry and William Garofalo    bondholder           $50,000

Constance V. Hickman          bondholder           $50,000

Stephen R. Isaacs             bondholder           $50,000

Ivy Management Inc            bondholder        $1,705,000
Ivy Municipal High Income
Fund, 6300 Lamar
Shawnee Mission, KS 66201

Myron J. Klevens              bondholder           $75,000

Arnold J and Roslyn J Levin   bondholder          $100,000

Mildred R. Litton             bondholder           $50,000

Eugene J. McCabe              bondholder           $50,000

Brenda Carol Nicholls         bondholder          $150,000

Nuveen Asset Management       bondholder       $18,500,000

Nuveen Asset Management       bondholder        $2,000,000

Oppenheimer & Co, Inc.        bondholder          $155,000

Raymond James &               bondholder          $160,000
Associates Inc

Robert and Joan L Schoor      bondholder          $100,000

Stifel Nicolaus & Co Inc.     bondholder        $1,745,000

Nancee L. Vine                bondholder           $50,000

Waddell & Reed Investment     bondholder        $5,700,000
Management W&R Advisors
Municipal High Income
BOND FUND
P.O. Box 29217
Shawnee Mission, KS 66201


LEGEND'S CARWASH: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Legend's Carwash at Providence, Inc.
        PO Box 1399
        Lebanon, TN 37088

Case No.: 14-06166

Chapter 11 Petition Date: August 1, 2014

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Hon. Keith M Lundin

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 Church St Ste 410
                  Nashville, TN 37219
                  Tel: 615 256-8300
                  Fax: 615 255-4516
                  Email: slefkovitz@lefkovitz.com

Total Assets: $2.62 million

Total Liabilities: $2.42 million

The petition was signed by Brad J. Moss, designated
representative.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tnmb14-06166.pdf


LOGAN'S ROADHOUSE: Moody's Lowers Corp. Family Rating to 'Caa3'
---------------------------------------------------------------
Moody's Investors Service downgraded Logan's Roadhouse Inc.'s
Corporate Family Rating ("CFR") to Caa3 from Caa2 and Probability
of Default Rating ("PDR") to Caa3-PD from Caa2-PD. Concurrently,
Moody's lowered the rating on the $355 million senior secured
second lien notes to Caa3 from Caa2. At the same time, Moody's
assigned a Speculative Grade Liquidity rating of SGL-4 indicating
a weak liquidity profile. The rating outlook is negative.

The downgrade reflects Moody's expectation that over the next 12
months Logan's will not be able to cover its basic cash needs --
including interest and maintenance capex -- without borrowing
under its $30 million revolver. Moody's EBITDA estimate for EBITDA
over the next 12 months is between $32 million - $35 million
(versus Moody's estimate of $38 million for FYE end July 30, 2014)
is insufficient to cover the $38 million annual interest expense
on its second lien notes and approximate $6 million of maintenance
capex. Also considered is that Logan's revolver becomes current in
October 2014. Without material improvement in earnings, Logan's
may have difficulty refinancing the expiring revolver.

Ratings downgraded:

Corporate Family Rating to Caa3 from Caa2

Probability of Default Rating to Caa3-PD from Caa2-PD

$355 million senior secured second lien notes due October 2017
  to Caa3 (LGD3) from Caa2 (LGD4)

Ratings assigned:

Speculative Grade Liquidity Rating of SGL-4

Ratings Rationale

In addition to Logan's weak liquidity, the downgrade also reflects
the company's very high leverage -- debt/EBITDA was above 9.0
times for the LTM period ended April 27, 2014 -- interest coverage
below 1.0 times, weak same store sales, negative customer traffic,
and concerns about the sustainability of the capital structure.
Moody's does not expect material improvement in Logan's operating
performance given soft consumer discretionary spending in the
company's primary markets, high beef costs, and the intense
competitive environment among casual dining concepts.

The negative rating outlook considers Moody's view that without a
significant improvement in operating results, Logan's capital
structure is not sustainable in its current form, and may require
a restructuring that involves some level of impairment.

The ratings could be downgraded if the probability of a default
increases. Additionally, continued negative trends in operating
metrics, particularly in guest traffic, could place pressure on
the ratings.

The ratings could be upgraded if the company's liquidity profile
improves significantly. Additionally, positive ratings pressure
could develop if Logan's is able to improve same-store sales and
guest traffic at its existing restaurants on a sustainable basis
such that EBITA/interest expense is sustained above 1 times and
debt/EBITDA is sustained below 8.0x.

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.

Logan's Roadhouse, Inc., headquartered in Nashville, Tennessee,
owns and operates 234 franchises and 26 traditional American
roadhouse-style steakhouses in 23 states across the country as of
April 27, 2014. Company-owned units are largely concentrated in
the south and southeastern United States with franchise locations
in California and the Carolinas. Revenues for the last twelve
months ended April 27, 2014 were about $645 million. Logan's is
majority owned by Kelso Associates.


LUNA DAY: Foreclosure Sale Set for Aug. 25
------------------------------------------
Beth D. Graf and Kenneth M. Graf will sell at public auction the
land and buildings at 46 Prospect Street, Franklin, County of
Merrimack, State of New Hampshire, owned by Luna Day, LLC.  The
sale shall take place on August 25, 2014 at 9:30 a.m. at the
Premises.

A deposit of $5,000 in the form of a certified check or bank
treasurer's check or other check satisfactory to Mortgagee's
attorney will be required to be delivered at or before the time a
bid is offered.  The successful bidder(s) will be required to
execute a purchase and sale agreement immediately after the close
of the bidding.  The balance of the purchase price shall be paid
within 30 days from the sale date in the form of a certified
check, bank treasurer's check or other check satisfactory to
Mortgagee's attorney.

The Grafs, as Mortgagee, reserve the right to bid at the sale, to
reject any and all bids, to continue the same and to amend the
terms of the sale by written or oral announcement made before or
during the foreclosure sale.  The property will be sold "AS IS AND
WHERE IS' and subject to unpaid taxes, prior liens or other
enforceable encumbrances of record, if any, entitled to precedence
over the Mortgage.

The Grafs are represented by:

     LAW OFFICE OF GLENN C. RAICHE
     Glenn C. Raiche, Esq.
     24 Eastman Avenue, Suite C3
     Bedford, NH 03110
     Tel: (603) 626-7744


MOMENTIVE PERFORMANCE: Nails Down Commitment for $250M Bridge Loan
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Momentive Performance Inc., a producer of silicones
for the semiconductor industry, locked in a commitment for $250
million in second-lien exit financing to facilitate emergence from
Chapter 11.  According to the report, with no objections filed,
U.S. Bankruptcy Judge Robert D. Drain on July 18 gave Momentive
permission to enter into a commitment letter with JP Morgan
Securities LLC, Citigroup Global Markets Inc., and Credit Suisse
Securities (USA) LLC.

The bridge facility lenders are committed to provide, or arrange,
a new second-lien bridge loan of up to $250 million, the report
related.  The facility can be drawn if Momentive is unable to
issue new senior second-lien notes in a rights offering yielding
sufficient cash to pay holders of so-called "1.5-lien" senior
secured notes, the report further related, citing court papers.

The $635 million in 9 percent second-lien notes due 2021 traded at
4:08 p.m. on July 21 for 81.125 cents on the dollar, Bloomberg
said, citing Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The senior subordinated
notes traded at 2:52 p.m. on July 21 for 27.96 cents on the
dollar, according to Trace.

                   About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The Debtors
said that the restructuring will eliminate $3 billion in debt.

The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases.   Klee, Tuchin, Bogdanoff & Stern LLP serves as its
counsel.  FTI Consulting, Inc., serves as its financial advisor.
Rust Consulting Omni Bankruptcy serves as its information agent.


NATCHEZ REGIONAL: Hospital Goes Up for Auction Sept. 11
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Natchez Regional Medical Center will hold an auction
on Sept. 11 to determine whether a bid by Community Health Systems
Inc. worth $18 million is the best offer for the 179-bed acute-
care facility.  According to the report competing bids are due
Sept. 8.

The CHS bid consists of a $10 million purchase price and the
prepayment of $8 million in property taxes that will be owed to
the county and city, the report related, citing court papers.  To
compete at auction, a qualified bidder under the sale procedures
must offer at least $19 million and be a multi-hospital system
that meets specified geographic and financial criteria, a single
general acute-care hospital in Mississippi that meets specified
financial criteria, or a Mississippi academic medical center, the
report further related.

                     About Natchez Regional

Based in Natchez, Mississippi, Natchez Regional Medical Center is
a full-service hospital offering comprehensive diagnostic and
treatment services for acute, subacute and ambulatory care.
Natchez Regional serves as a referral center for the five
Mississippi counties and two Louisiana parishes it serves, known
locally as the Miss-Lou.  The hospital is owned by Adams County.

Natchez Regional Medical Center filed for Chapter 9 bankruptcy
protection (Bankr. S.D. Miss. Case No. 14-01048) on March 26,
2014.  Eileen N. Shaffer, Esq., Attorney At Law, serves as
bankruptcy counsel.  In its petition, the Center listed total
assets of $27.8 million and total debts of $20.80 million.  The
petition was signed by Donny Rentfro, hospital CEO.

At the onset of the case, the 179-bed facility said intends to
have a term sheet outlining a sale of the facility to a "qualified
buyer."  The hospital blamed financial problems on "ill-timed and
poorly integrated acquisition of physicians' practices and new
clinical technologies," the report related.

This is the Center's second bankruptcy filing in six years.  It
filed a Chapter 9 petition on Feb. 12, 2009 (Bankr. S.D. Miss.
Case No. 09-00477).  Eileen N. Shaffer, Esq., also represented the
Debtor as counsel in the 2009 case.  The Debtor listed total
assets of between $10 million and $50 million, and total debts of
between $10 million and $50 million in the 2009 petition.  Natchez
Regional exited bankruptcy in December 2009 after a court approved
its plan of adjustment, in which all unsecured creditors owed
$5,000 were to be paid in full.

In the 2014 case, Bankruptcy Judge Neil P. Olack, who presides
over the case, has held that appointment of a patient care
ombudsman is unnecessary.


NEW BREED: XPO Acquisition Deal No Impact on Moody's B2 CFR
-----------------------------------------------------------
Moody's Investors Service said that the ratings of New Breed
Holding Company are unaffected following announcement that XPO
Logistics, Inc. had entered into a definitive agreement to acquire
New Breed in a transaction valued at approximately $615 million.

Ratings Rationale

As part of this transaction, New Breed's $300 million senior
secured Term Loan B and any amounts outstanding under the $50
million senior secured revolving credit facility are planned to be
repaid. Consequently, Moody's expects to withdraw the ratings of
New Breed, including the B2 Corporate Family Rating and the B2
ratings for the Term Loan B and revolving credit facility, upon
closing of the transaction. The transaction is expected to close
in the third quarter of 2014.


NN INC: Moody's Assigns 'B2' Corp. Family Rating & Loan Rating
--------------------------------------------------------------
Moody's Investors Service assigned ratings to NN, Inc. (NN) -
Corporate Family Rating and senior secured term loan rating at B2,
and Probability of Default Rating at B2-PD. The rating outlook is
stable.

NN announced that it entered into a merger agreement to acquire
Autocam Corporation (Autocam). The proceeds from the new $350
million senior secured term loan, along with additional stock of
NN, is expected to be used to finance the merger, refinance
existing debt at NN, and pay related transaction fees and
expenses.

The following ratings were assigned:

Corporate Family Rating, B2;

Probability of Default, B2-PD;

B2 (LGD4), for the $350 million senior secured term loan due 2021;

SGL-3 Speculative Grade Liquidity

Stable rating outlook

The $100 million asset based revolving credit facility is not
rated by Moody's.

The assigned ratings are subject to Moody's review of the final
terms and conditions of the proposed transaction.

Rating Rationale:

NN's B2 Corporate Family Rating reflects the company's modest
size, and high leverage following the company's acquisition of
Autocam, and aggressive acquisition strategy. Pro forma for the
acquisition, NN's revenues will increase almost 40% to about $625
million for the Last Twelve Month period ending March 31, 2014.
Yet, the company's size remains at the low end of the rating range
for the size factor under Moody's Auto Parts Supplier methodology.
The pro forma Debt/EBITDA (including Moody's standard adjustments)
for the LTM period ending March 31, 2014 is estimated to be about
4.5x and is consistent with the assigned rating. While management
anticipates that a significant amount of operating synergies are
attainable over the next few years, the Autocam transaction is a
significantly larger acquisition compared NN's historical trends
and presents larger challenges to achieving these synergies.

NN has a highly competitive position in the manufacture of high
precision metal bearing components (about 69% of revenues in
2013). The company also has a long history and longstanding
customers and has grown through both acquisitions and organically.
The acquisition of Autocam, a supplier of precision-machined
products to the automotive industry, expands NN's capabilities in
precision-machined parts to about 52% of revenues from 21% which
may support cross selling opportunities. Increasing vehicle
content of precision machined parts is expected to be driven by
technologies supporting increasing fuel efficiency standards in
the automotive industry.

The stable outlook incorporates NN's pro forma high leverage and
moderate interest coverage balanced by the integration risks
involved with the company's aggressive acquisition strategy and
the risks of NN targeting to more than doubling its size by year
2015 through this transaction, other acquisitions, and organic
growth.

NN is anticipated to have an adequate liquidity profile supported
by expected free cash flow generation over the near-term and
availability under a $100 million asset based revolving credit
facility. Moody's expects the combined companies to be free cash
flow positive over the near-term. NN has been a consistent
positive free cash flow generator over the recent years. Autocam's
stabilized operations, which have turned free cash flow positive
in 2013, are expected to continue to be free cash flow positive in
2014. Yet, Moody's believes that Autocam will need to support
revenue growth with higher levels of capital expenditures over the
intermediate-term. Pro forma for the transaction, NN's asset based
revolver is anticipated to be unfunded with nominal amounts of
outstanding letters of credit while cash on hand is estimated to
be about $11 million. The asset based revolver should be largely
unused over the near-term. The primary financial maintenance
covenant under the asset based revolver will be springing fixed
cost coverage ratio of 1.05x when excess availability falls below
certain levels. The senior secured term loan will not have any
financial maintenance covenants.

The opportunity for a higher outlook or rating over the
intermediate term will rely on the NN's ability to successfully
integrate Autocam and generate operational synergies while
outpacing automotive industry growth trends. Consideration for a
higher outlook or rating could result from achieving debt/EBITDA
below 3.5x and EBITA/interest expense, inclusive of restructuring
charges, above 3.5x.

Future events that have the potential to drive a lower outlook or
rating include the inability to successfully integrate Autocam,
weakness in global automotive production, or additional debt
financed acquisitions. Consideration for a lower outlook or rating
could result from, in Moody's view, debt/EBITDA approaching 5x, or
EBITA/interest below 2.5x. A weakening liquidity profile could
also drive a negative rating action.

NN, Inc., headquartered in Johnson City, Tennessee, manufactures
and supplies high precision metal bearing components, industrial
plastic and rubber products and precision metal components to a
variety of markets on a global basis. Autocam Corporation,
headquartered in Grand Rapids, Michigan, is engaged in the
engineering, manufacture and assembly of highly complex, system
critical components for fuel systems, engines and transmission,
power steering and electric motors on a global basis. Pro Form
revenues for combined companies were $625 million for the LTM
period ending March 31, 2014.

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.


NORTEL NETWORKS: Pensioners Denounce Settlement Agreement
---------------------------------------------------------
Nortel Retirees and Former Employees Protection Canada on July 31
disclosed that Nortel Networks Inc., the U.S. unit of defunct
Canadian telecom company Nortel Networks Corp., has agreed that
certain bondholders will receive up to approximately $1 billion in
interest, over and above the approximately $3.9 billion of
principal and interest on their bonds as of the date that Nortel
commenced insolvency proceedings in Canada, the U.S., the U.K. and
Europe, if NNI is solvent.

This agreement must be approved by the US courts before it is
finalized.

The NRPC strongly objects to this proposed settlement as payment
of interest to one group of creditors at the expense of all others
in an international bankruptcy of this magnitude is clearly
unacceptable.

If approved by the U.S. Bankruptcy Court, the agreement may
dramatically impact the claims and eventual recovery for Nortel
retirees in Canada, depending on the how the U.S. and Canadian
Courts allocate funds from the lockbox proceeds realized from the
sale of Nortel's business units and patents.

Don Sproule, President of the NRPC spoke out:

"This is a cooked up deal among friendly parties that support the
vulture funds, with no support from other creditors, and with
total disregard for Nortel's former Canadian employees who were
the primary creators of the bulk of Nortel's patents which powered
the once global company.  Nortel's former Canadian employees
deserve far better treatment.

The agreement dramatically increases the difficulty and expense of
reaching a reasonable settlement between parties on allocation of
the lockbox funds, does nothing to encourage any resolution, and
fools nobody as to its intent.

We hope that both the U.S. and Canadian Courts see through this
sham arrangement."

Nortel's former Canadian employees remain resolute in their
determination to do all in their power and wait as long as it
takes to receive an equitable share of Nortel's dwindling assets.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, the Debtors are represented by:

         Howard S. Zelbo, Esq.
         CLEARY GOTTLIEB STEEN & HAMILTON LLP
         One Liberty Plaza
         New York, NY 10006
         Tel: (212) 225-2000
         Fax: (212) 225-3999

         Derek C. Abbott, Esq.
         MORRIS, NICHOLS, ARSHT & TUNNELL LLP
         1201 North Market Street
         P.O. Box 1347
         Wilmington, Delaware 19801
         Tel: (302) 658-9200
         Fax: (302) 658-3989

The Chapter 11 Debtors' other professionals are Lazard Freres &
Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC
as claims and notice agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware,
represent the Unsecured Creditors Committee.

An ad hoc group of bondholders also was organized.  An Official
Committee of Retired Employees and the Official Committee of Long-
Term Disability Participants tapped Alvarez & Marsal Healthcare
Industry Group as financial advisor.  The Retiree Committee is
represented by McCarter & English LLP as Delaware counsel, and
Togut Segal & Segal serves as the Retiree Committee.  The
Committee retained Alvarez & Marsal Healthcare Industry Group as
financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

Judge Gross and the court in Canada scheduled trials in 2014 on
how to divide proceeds among creditors in the U.S., Canada, and
Europe.


NORTHERN BLIZZARD: Moody's Raises Corporate Family Rating to 'B1'
-----------------------------------------------------------------
Moody's Investors Service upgraded Northern Blizzard Resources
Inc.'s (NBR) Corporate Family Rating (CFR) to B1 from B2,
Probability of Default Rating (PDR) to B1-PD from B2-PD. The B3
senior unsecured notes rating and the Speculative Grade Liquidity
rating of SGL-2 were affirmed. The outlook remained stable. The
rating is contingent on the closing of NBR's C$500 million initial
public offering (IPO). NBR will receive net proceeds of C$330
million from the IPO.

"The upgrade reflects NBR's significant decrease in leverage as a
result of the company using all of the proceeds from the IPO to
redeem a portion of the US$425 million notes and reduce drawings
under its revolver", said Paresh Chari, Analyst with Moody's.
"While the implementation of a dividend will lead to modest
negative free cash flow over the next few years, leverage will
remain very strong for the rating."

Upgrades:

Issuer: Northern Blizzard Resources Inc.

  Probability of Default Rating, Upgraded to B1-PD from B2-PD

  Corporate Family Rating, Upgraded to B1 from B2

Outlook Actions:

Issuer: Northern Blizzard Resources Inc.

  Outlook, Remains Stable

Affirmations:

Issuer: Northern Blizzard Resources Inc.

  Speculative Grade Liquidity Rating, Affirmed SGL-2

  Senior Unsecured Regular Bond/Debenture Feb 1, 2022, Affirmed
  B3, LGD5

Ratings Rationale

Northern Blizzard's B1 CFR is driven by the small size, with
production coming from one location producing one product (heavy
oil in western Saskatchewan). The rating favorably recognizes the
stable production base with very low leverage, low decline rates
and solid cash margins.

NBR's SGL-2 rating reflects good liquidity. Pro forma for IPO,
Moody's expect that NBR will have no cash, but roughly C$500
million available under its C$530 million borrowing base revolving
credit facility, which, absent renewal, will term out in July 2015
and mature one year later. Moody's expect negative free cash flow
of about C$30 million from September 30, 2014 to September 30,
2014 to be funded with revolver drawings. Moody's expect NBR will
be well within compliance with its two financial covenants through
this period. There are no debt maturities in the next two years.
Alternate liquidity is limited given that substantially all of the
company's assets are pledged under the revolver.

Under Moody's Loss Given Default (LGD) Methodology, the senior
unsecured notes are rated B3, two notches below the CFR,
reflecting the priority ranking of the C$530 million borrowing
base revolving credit facility in the capital structure.

The stable outlook reflects our expectation that production will
increase by about 10% over the next few years and that leverage
metrics will remain strong for the rating.

The rating could be upgraded if production and total proved
reserves approach 40,000 bbls/d and 120 million barrels,
respectively, while maintaining retained cash flow to debt above
50%.

The rating could be downgraded if production and reserves fall
materially or if retained cash flow to debt appears likely to fall
below 30%.

NBR is a private Calgary, Alberta based exploration and production
company with 50 million and 81 million barrels of oil equivalent
of proved developed and total proved reserves, respectively and
average daily production of roughly 17,000 boe per day, net of
royalties.

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.


NUSTAR ENERGY: S&P Affirms 'BB+' ICR; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' issuer
credit rating on San Antonio, Texas-based NuStar Energy L.P.  The
rating outlook is stable.  At the same time, S&P affirmed the
issue-level ratings on NuStar's debt.  The recovery score on the
company's senior unsecured notes is '3', resulting in an issue
rating of 'BB+', while S&P rates the subordinated notes, with a
recovery score of '6', 'B+'.  The '3' recovery rating indicates
S&P's expectation that lenders would receive meaningful (50% to
70%) recovery if a payment default occurs.  The '6' recovery
rating indicates S&P's expectation that lenders would receive
negligible (0% to 10%) recovery if a payment default occurred.

S&P also revised its assessment of NuStar's financial risk profile
to "significant" from "aggressive."

"We base our rating on the partnership's ownership of fairly
predictable operations focused on pipelines, terminals, and
storage for refined products and crude oil, which has generated
about 95% of EBITDA," said Standard & Poor's credit analyst
Michael Ferguson.

NuStar's historically high financial leverage and relatively weak
credit measures partially offset this strength.

S&P views NuStar's strategic shift to focus its organic growth on
more stable, fee-based pipeline and storage assets from volatile,
margin-based businesses such as asphalt and crude oil refining as
improving the partnership's credit profile over time.  However,
the partnership's weak credit measures, large capital spending
plans, and some softness in the fuel marketing business and
certain storage assets that will keep the balance sheet stretched
through 2014 somewhat temper S&P's view.  With more than 8,000
miles of crude and refined-product pipelines and about 94 million
barrels of storage capacity, NuStar is a master limited
partnership focused on oil and gas logistics assets.  Key growth
areas include transportation and storage assets focused on crude
oil and refined products in the Eagle Ford shale formation, on the
U.S. Gulf Coast, and in the Caribbean, while S&P expects the
recent divestitures will likely improve the stability of cash
flows.

"We assess NuStar's financial risk profile to be "significant"
because we expect financial leverage to remain elevated in the
4.9x range and distribution coverage to be modestly improved
during 2014.  Under our base-case forecast, we assume that NuStar
generates about $550 million of EBITDA, spends between $325
million and $350 million of maintenance and growth capital in
2014, and holds distributions steady at about $395 million.  We
consider NuStar's liquidity to be "adequate" under our criteria,
with projected sources divided by uses of about 1.2x during the
next 12 months," S&P said.

The rating outlook on NuStar Energy L.P. is stable and reflects
S&P's view that the partnership will have debt to EBITDA of about
4.9x in 2014, improve its distribution coverage ratio to almost
1x, and have sufficient liquidity to fund its growth initiatives.

S&P could consider lowering the ratings if NuStar cannot maintain
a distribution coverage ratio of at least 1x and reduce leverage
to less than 5x during the next 18 months.  S&P also could lower
the rating if NuStar exhibits a more aggressive financial strategy
in managing its businesses, such that there is a renewed focus on
segments with a higher degree of business risk and more volatile
cash flows.

A higher rating, is not currently expected, but is possible over
time if S&P sees management embrace more conservative financial
policies and demonstrate that it can consistently maintain
leverage in the low-4x area and distribution coverage of more than
1x.


NVA HOLDINGS: Moody's Assigns 'B3' CFR & Rates 1st Lien Debt 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and B3-PD Probability of Default Rating to NVA Holdings, Inc.
("NVA"), the parent company of National Veterinary Associates,
Inc. Moody's also assigned B1 ratings to the company's proposed
senior secured first lien credit facilities, including a $330
million senior secured first lien term loan and a $70 million
senior secured first lien revolver. At the same time, Moody's
assigned a Caa2 rating to the company's proposed $160 million
senior secured second lien term loan. The rating outlook is
stable. This represents the first time Moody's has rated this
company.

The proceeds from the debt issuance will be used, along with a
common equity contribution, to finance the acquisition of NVA by
financial sponsor Ares Management LLC ("Ares") from Summit
Partners ("Summit").

Moody's assigned the following ratings:

NVA Holdings, Inc.:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

$70 million senior secured first lien revolving credit facility
expiring in 2019 at B1 (LGD 3)

$330 million senior secured first lien term loan due 2021 at B1
(LGD 3)

$160 million senior secured second lien term loan due 2022 at
Caa2 (LGD 5)

Ratings Rationale

NVA's B3 Corporate Family Rating reflects the company's very high
financial leverage, small absolute revenue size, uncertainty
related to the pace of acquisitions over the near-to-intermediate-
term, and the extent to which incremental debt will be utilized.
In addition, the sector continues to experience volume declines --
having not fully recovered from the recession -- which may impact
NVA's ability to sustain same-store revenue growth. On a pro forma
basis for the LBO, Moody's estimates debt-to-EBITDA of
approximately 7.3 times, for the twelve months ended June 30,
2014, including Moody's adjustments.

NVA's credit profile benefits from its solid market presence as a
leading provider of freestanding veterinary hospitals in the U.S.,
with a diverse geographic footprint across 39 states. Moody's
expects revenue growth to remain in the low-double digits
percentage range over the next 12 to 18 months, and expects the
company to pursue this growth through an aggressive acquisition
strategy. Moody's expects that part of this strategy will involve
incremental debt and could reduce available external liquidity
sources. However the rating is supported by the company's
flexibility to scale back the pace of acquisitions should the
operating environment deteriorate or if the company's cash needs
increase.

The stable rating outlook reflects Moody's expectation that the
company will remain acquisitive and fund acquisitions using a
combination of free cash flow and debt, yet remain highly
leveraged at around 6.5 times over the next four quarters. Moody's
also anticipates that the company will maintain a good liquidity
profile.

The rating could be downgraded if revenues and profitability
weaken or if the company significantly increases financial
leverage as it pursues acquisitions. Additionally, the rating
could be lowered if liquidity deteriorates or the company's free
cash flow turns negative.

The rating could be upgraded if NVA can effectively manage its
growth, increase its size and scale, and sustain adjusted debt-to-
EBITDA below 6.0 times.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry 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.

Based in Agoura Hills, California, NVA Holdings, Inc. is a leading
provider of veterinary medical services, operating approximately
242 locally-branded animal hospitals across the United States as
of June 30, 2014. NVA provides medical, diagnostic testing, and
surgical services to support veterinary care. The company also
offers ancillary services including boarding and grooming, and the
sale of pet food and other retail pet care products.


OFFUTT AFB AMERICA: Moody's Rates $136.6MM Revenue Bonds 'Ba1'
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on
approximately $136.6 million of outstanding Offutt AFB America
First Communities, L.L.C. Military Taxable Housing Revenue Bonds
Series 2005 Class I at Ba1, and Series 2005 Class II at Ba2. The
outlook on the ratings has been revised to stable from positive.

Ratings Rationale

The rating affirmations are supported by the underlying Project's
stable financial and operational performance and market position,
while also considering the lack of increase in tenant BAH stipends
in 2013, and expected decline, in the medium term, of supplemental
revenues currently being generated by excess units in the
portfolio. The outlook on the ratings has been revised to stable
from positive, reflecting the expected impact of the BAH decline
in 2014, expected decline in revenues from excess units in the
near future, and the liquidity risk from debt service surety
policy being provided by a non-rated entity, Syncora Guarantee,
Inc. (WR).

Strengths

-- Stable senior bonds debt service coverage of 1.80x (Moody's-
   adjusted) in 2013, which incorporates the recent commencement
   of bond principal amortization

-- Average occupancy of 95.8% in the end-state units in 2013

-- Construction is virtually completed, with only 314 units
   awaiting demolition; a significant amount of these units are
   currently generating a supplemental source of revenue to the
   project, which has helped bolster financial performance

-- Base essentiality remains strong, most notably with Offutt Air
   Force Base being the headquarters of the US Strategic Command
   for the US Air Force

Challenges

-- Tenant BAH stipends levels declined by an average of 0.64% in
   2014, which will drive slow growth in revenues

-- Presence of liquidity risk from the debt service surety policy
   being provided by a non-rated counterparty, Syncora Guarantee,
   Inc. (rating WR as of November 2012)

-- The project benefits from increased rental revenue from
   currently occupied excess units, which are expected to be
   decommissioned and demolished as early as 2017. Expected drop-
   off of corresponding revenues will reduce revenue and the
   Project's financial performance.

Outlook

The outlook on the ratings has been revised to stable from
positive reflecting an expectation that the Project's financial
performance will decline to levels appropriate to the current
ratings as a result of the expected demolition of the excess
units, increased payments due on the GDL obligations and low BAH
increases.

What Could Change The Rating UP

-- Continued and sustained growth in financial strength, driven
   by a continuation in healthy occupancy levels and several
   years of strong BAH increases

-- Project's successful coverage of ongoing payment of GDL
   obligations and reasonable expectation that it will continue
   doing so in the future

-- Replacement of the current debt service reserve surety policy
   with Syncora (WR) with a rated surety provider or direct cash
   investments

What Could Change The Rating DOWN

-- Significant decline in debt service coverage levels, driven by
   factors including lower occupancy, increased expenses and/or
   flat or declining BAH rent levels

-- Downsizing or closure of military facilities resulting in
   substantial declines in occupancy

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


ORMET CORP: Judge Nixes Union Bid To Stay $25M Plant Sale
---------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge rejected a
request to stay Ormet Corp.'s court-approved $25 million deal for
a shuttered aluminum plant so a union trust could appeal the sale
order, saying the debtor faced "enormous" harm if the deal didn't
close.  According to the report, U.S. Bankruptcy Judge Mary F.
Walrath, who issued an opinion blessing the $25.25 million plant
sale to Niagara Worldwide LLC, denied the Steelworkers Pension
Trust's bid to hold up consummation of the deal while it appealed
her ruling directly to Third Circuit.  At a hearing in Wilmington,
Judge Walrath found the trust's stay motion failed to satisfy the
four-prong test for such relief, including provisions requiring
that the appeal have a good chance of succeeding and that other
parties won't be injured if the stay is granted, the report
related.

                       About Ormet Corp.

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

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

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

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

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

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

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

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

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

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

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

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


PARAMOUNT RESOURCES: S&P Revises Outlook to Pos. & Affirms B- CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Calgary,
Alta.-based oil and gas company Paramount Resources Ltd. to
positive from negative.  At the same time, Standard & Poor's
affirmed its 'B-' long-term corporate credit rating and 'B' issue-
level rating on the company's senior unsecured debt.  The recovery
rating on the debt is unchanged at '2', and indicates S&P's
expectation of substantial (70%-90%) recovery in our default
scenario.

"The outlook revision reflects our view that Paramount's
production and cash flow should start increasing significantly as
the 200 million cubic feet per day Musreau Deep Cut Processing
plant starts up," said Standard & Poor's credit analyst Aniki
Saha-Yannopoulos.  S&P expects the company's forecasted production
to grow dramatically (resembling a hockey stick profile) as more
behind-pipe wells are tied in, and cash flow to increase as
Paramount benefits from the increased condensate and natural gas
liquids (NGL) sales.  S&P acknowledges that with the completion of
commissioning, construction risk has ended; however, there is
still timing risk regarding when the plant will be fully
operational (when it processes its nameplate capacity).  "Even if
the plant is delayed by a few months, we still expect production
to improve, albeit weaker than forecast," Ms. Saha-Yannopoulos
added.

Paramount operates mostly in the Deep Basin trend in west-central
Alberta.  As of Dec. 31, 2013, the company had about 475 billion
cubic feet equivalent of net reserves (60% gas; 57% also proved
developed).  S&P expects the company's production and cash flow to
improve dramatically once the Musreau deep-cut processing facility
is fully operational.  As of March 31, 2014, Paramount had about
C$1.3 billion in adjusted debt (about C$190 million in adjustments
of which asset retirement obligations consists of C$165 million).

The 'B-' rating on Paramount reflects S&P's anchor of 'b', based
on its "vulnerable" business risk and "aggressive" financial risk
profile assessments for the company and an "unfavorable"
comparable ratings analysis modifier.

The positive outlook reflects Standard & Poor's view that the
execution risk in bringing the Musreau plant online has fallen
significantly as the commissioning has been completed and
Paramount is in the process of starting-up the facility.  Although
S&P acknowledges that there might be some delay before the plant
is fully operational, it expects that production and cash flow
will be significantly stronger than Paramount's current
operations.

S&P would revise the outlook to stable if it expects a significant
delay in the Musreau plant's fully operational status that would
push back Paramount's production and cash flow significantly.  If
S&P expects the company's funds from operations-to-debt not to
improve above 15% in the next 12-15 months, an outlook revision to
stable could occur.

S&P would take a positive rating action when Paramount
demonstrates increasing production and cash flow as the Musreau
plant starts its operations.  S&P would expect that during this
period, concurrent with increasing production Paramount would
exhibit improving credit measures and maintain adequate liquidity.


PCI PHARMA: Moody's Assigns B2 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and a B2-PD Probability of Default Rating to PCI Pharma Midco UK
Limited ("PCI Midco"). PCI Midco will be the parent company of
Packaging Coordinators, Inc. ("PCI"), the borrower of the proposed
first and second lien credit facilities that will be used to fund
the planned acquisition of Penn Pharma Group Ltd. ("Penn"). Penn
is a provider of contract manufacturing and development services
to the pharmaceutical industry.

Moody's assigned a B1 rating to PCI's proposed $390 million first
lien credit facilities and a Caa1 rating to the proposed $120
million second lien term loan. The proceeds of the proposed loans
will be used to fund the acquisition of Penn (including repayment
of Penn's outstanding debt) and to refinance PCI's existing debt.
This is the first time Moody's has rated PCI or PCI Midco. The
outlook is stable.

Ratings assigned:

PCI Pharma Midco

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Stable outlook

Packaging Coordinators, Inc.

$50 million first lien revolving credit facility at B1 (LGD 3)

$340 million first lien term loan at B1 (LGD 3)

$120 million second lien term loan at Caa1 (LGD 5)

Stable outlook

Ratings Rationale

The B2 Corporate Family Rating reflects PCI Midco's modest size,
both on an absolute basis and relative to several much larger
competitors. The rating is also constrained by the risk that
customers -- most of which have their own internal pharmaceutical
packaging capacity -- could bring this service in house as
switching costs are not prohibitive. The ratings are also
constrained by the limited track record of operations as a stand-
alone company as well as Moody's expectation that the company will
pursue acquisitions and dividends which will result in leverage
remaining high, between 5.5x to 6.0x.

The rating is supported by the company's leading position among
contract packaging services companies, an industry which is highly
fragmented. Following the acquisition of Penn, the company will
have a relatively well-diversified customer base consisting
largely of blue-chip pharmaceutical clients. The rating is also
supported by Moody's expectation for good interest coverage and a
moderate level of capital expenditures, which should allow for
consistently positive free cash flow. Further, Moody's expects
that PCI Midco's growth will be supported by favorable industry
tailwinds, as the pharmaceutical industry will continue to
increase its reliance on outsourced service providers -- like PCI
-- for packaging and other non-core services.

Moody's could upgrade PCI Midco's ratings if the company grows its
scale while maintaining good product and customer diversity and
reduces adjusted debt to EBITDA to below 4.5x. A commitment to
more conservative financial policies that result in a reduced
likelihood of highly leveraging acquisitions or dividends, and
free cash flow to debt sustained near 10% would also support an
upgrade.

Moody's could downgrade the ratings if the company experiences
significant product losses, pricing pressure or other operating
disruptions that result in adjusted debt to EBITDA being sustained
above 6.0x or if significantly higher than expected capital
expenditures result in free cash flow to debt being sustained
below 2%. Further, debt funded dividends or acquisitions that
increase leverage or operating risks could also result in a
ratings downgrade.

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

Packaging Coordinators, Inc. provides outsourced commercial
packaging and clinical trial supply services to the pharmaceutical
industry. The company is acquiring Penn, which specializes in
formulation and contract manufacturing of high potency
pharmaceuticals. The combined company will be owned by a
consortium of investors, led by Frazier Healthcare. Pro forma
combined revenues exceeded $400 million for the twelve months
ended June 30, 2014.


PENINSULA GAMING: Fitch Affirms 'B' IDR; Outlook Stable
-------------------------------------------------------
Fitch Ratings affirms the long-term IDRs of Boyd Gaming Corp.
(Boyd) and Peninsula Gaming LLC (Peninsula) at 'B'.  Fitch also
affirms Marina District Finance Company, Inc.'s (Borgata) IDR at
'B-'.  The Rating Outlook for Boyd and Peninsula is Stable while
the Rating Outlook for Borgata remains Positive.

Fitch links the IDRs of Boyd and Peninsula and views them on a
consolidated basis, though it views Borgata's credit profile
largely on a standalone basis.  Peninsula is Boyd's wholly-owned
unrestricted subsidiary and Borgata is a 50/50 JV, which Boyd
manages and consolidates into its financials.

KEY RATING DRIVERS

Boyd/Peninsula

Boyd's 'B' IDR reflects a diversified asset base and healthy free
cash flow (FCF) profile.  These positive credit considerations are
offset by Boyd's high, albeit sustainable, leverage and
significant exposure to weak regional casino markets.

Fitch calculates gross leverage for Boyd for period ending June
30, 2014 at 7.6x, which includes Peninsula along with the $147
million seller's note at Peninsula's HoldCo.  This offers minimal
equity cushion as regional assets typically trade in 7x-8x
multiple range.  Fitch deems this sustainable especially when
taking Boyd's healthy FCF profile.  Boyd's stand-alone leverage is
slightly better at 7.4x; however, Fitch believes including
Peninsula in Boyd's ratios is appropriate given the high
likelihood that Boyd merges Peninsula into its restricted group in
the near-to-medium term.  Boyd has stated that it intends to merge
Peninsula into its restricted group and Peninsula's unsecured
notes become callable this August at 106.28.

Boyd's FCF is strong for its rating level and reflects a limited
development pipeline, heavy mix of LIBOR based bank debt and $1.1
billion in federal-level NOLs.  Fitch estimates Boyd's
discretionary FCF run-rate at approximately $165 million, which
includes about $55 million of FCF at Peninsula.

Fitch's estimate for Boyd's FCF run-rate incorporates (estimates
include Peninsula):

   -- $517 million of LTM property EBITDA for period ending
      June 30, 2014;
   -- $50 million of corporate expense;
   -- $200 million of interest expense;
   -- $0 of income tax;
   -- $100 million of maintenance CapEx.

Boyd could potentially reduce its interest expense by roughly $10
million over the next six months as its 9.125% Boyd notes and
8.375% Peninsula notes become callable this year.  The potential
interest expense savings could be offset if short term interest
rates increase.  This would increase the cost associated with the
$2.2 billion of credit facility loans outstanding (including $770
million at Peninsula).  Most of the loans have a LIBOR floor of
1%; therefore, rising rates is not a near-term concern.

Longer-term, Borgata could be in a position to make distributions
as its leverage declines below 4.5x, the threshold for making
restricted payments in Borgata's credit agreement.  That may occur
as early as 2015 and annual distributions to Boyd could be in the
$10 million-$20 million range per Fitch's base case.

The strong FCF profile offsets the risk associated with Boyd's
operating mix, which is generally weak with a large exposure to
regional markets.  Fitch's base case for the wholly-owned assets
incorporates a 3% revenue decline for full year 2014, 2% decline
for 2015 and 0.4% decline for 2016.  The 2% decline estimate for
2015 takes into account Fitch's 5% decline estimate for Boyd's
Midwest/South segment, which reflects increased competition in
Lake Charles, LA.  In other years Fitch sees flat to low-single
digit growth in Boyd's Nevada segments (about a third of wholly-
owned EBITDA) offset by low-single digit declines across Boyd's
regional markets.

Fitch projects EBITDA margins to remain stable.  This in part
reflects Fitch's expectation that the better performing Nevada
properties will have greater EBITDA flow-through relative to the
higher taxed regional assets.

Regional trends continue to be weak year-to-date through June,
with more mature markets showing mid-single digit declines in more
recent months.  The common theme sounded by regional casino
operators is that the weakness stems largely from the lower-tier
customers.

Fitch attributes the weakness in regional gaming to near-term and
long-term headwinds.  Near-term, the end of the federal
unemployment benefits at year-end 2013 and the individual health
insurance sign-ups related to the implementation of the Affordable
Care Act (ACA) are having an impact.  Annualized unemployment
benefits are down $31 billion in the 1Q'14 and the Congressional
Budget Office expects six million to be enrolled in an ACA-
compliant plan in 2014, with about five million getting some form
of a subsidy.  Longer-term headwinds include stagnant wages among
the 99%; reprioritization of discretionary income; lower interest
rates (which affects investment income) and proliferation of lower
cost, more convenient gaming (e.g. video gaming terminals at bars,
casino-themed social games, and lottery).

Borgata

Borgata's Positive Outlook reflects the property's stabilizing
operating trends and the prospect for improved financial profile
following the property tax settlement with the City of Atlantic
City and ability to refinance its 9.875% senior notes this year.
Fitch may upgrade Borgata's IDR to 'B' once leverage declines
closer to 6x, which may occur within 6-to-12 months once Borgata
receives the $88 million tax settlement.  The 'B-' IDR continues
to take into account Borgata's leading position in the Atlantic
City market.

In June 2013, Borgata entered into a settlement agreement with the
City of Atlantic City to reduce its tax assessment for tax years
2011-2014.  Per the settlement Borgata is entitled to an $88.25
million refund for years 2011-2014 and a tax credit of $17.85
million for 2014.  Borgata's assessed value for 2015 will also be
reduced.  Boyd estimates run-rate annual savings from the reduced
assessment at $24 million.

Additionally, a court ordered refund of $48 million for years 2009
and 2010 is being appealed by the city.  The $88 million refund
hinges on the city's ability to issue bonds.  The city was able to
access the market to issue $63 million in bonds in December 2013
with a coupon of 5% and more recently issued short-term bond
anticipation notes at 1.75% in February 2014.

The Upstate New York casino licenses will be awarded this fall.
Fitch would view a casino(s) in Orange County, NY receiving a
license negatively.  Orange County is located just 30 minutes
north of the densely populated northern New Jersey.  Fitch
estimates that a casino in Orange County could negatively impact
Atlantic City casinos' revenues by 5%-10% whereas casinos in the
more distant Sullivan County, NY (the Catskills region) would
pressure revenues by less than 5%.

An Orange County casino proposal winning a license would not
necessarily preclude an upgrade, but would tighten the cushion in
Borgata's IDR against further operating pressure.  An upstate
casino would not open until late 2016 or early 2017.  This gives
enough time for Borgata to build in balance sheet cushion by
prepaying debt using FCF and the property tax settlement proceeds.

Besides Upstate New York, new competition could come online in
Philadelphia and in northern New Jersey.  Another Philadelphia
casino would only have a modest negative impact on Borgata since
there are already four Philadelphia-area casinos (including one
within the city borders).  A casino in northern New Jersey is a
lower probability event given that it requires legislative and
voter approvals but would be more impactful on Borgata.  Fitch
estimates less than 5% revenue impact from another Philadelphia
casino and possibly greater than 10% impact from a casino in
northern New Jersey.

Fitch estimates Borgata's run-rate FCF at about $65 million, which
provides some cushion against further competition in the
Northeast.  The FCF run-rate estimate incorporates:

   -- $126 million of LTM EBITDA, plus
   -- $12 million of additional annual property tax savings ($12
      million of the $24 million in annualized savings was
      recognized in the second-quarter2014), plus
   -- $7 million estimated negative impact from the harsh
      2013/2014 winter; minus
   -- $55 million of interest expense assuming the 9.875% notes
      are refinanced with debt with interest of 6.75% (same as the
      incremental term loan issued last year); minus
   -- $25 million on maintenance CapEx.

Fitch views Borgata's and Boyd's rating linkage as weak given that
Borgata is only 50% owned by Boyd.  Additionally, Borgata operates
in a difficult, competitive market and Borgata and Boyd do not
share brands and have distinct loyalty programs.  Borgata's
exposure to online gaming increases the strategic linkage
consideration; however, online gaming has started off slow
generating a loss of $5 million in the first half 2014.  Fitch
expects online gaming profitability to improve but does not expect
cash flows from online gaming to exceed $15 million in the near-
term.

RATING SENSITIVITIES FOR BOYD & PENINSULA
(Fitch Forecasts in parentheses)

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

   -- Boyd's Debt/EBITDA ratio excluding Borgata moving towards 8x
      (FY14: 7.6x and FY15: 7.5x);
   -- Discretionary run-rate FCF declining towards or below $75
      million (FY14: $155 million and FY15: $141 million);
   -- Same-store regional markets revenues continue to decline in
      the low-to-mid single digit range;
   -- Boyd pursuing a REIT spin-off or an M&A activity that would
      result in rent adjusted leverage to increase.

Positive: No positive rating action is expected over the next 12-
24 months given the company's high leverage.  However, positive
rating action may result from:

   -- Debt/EBITDA declining below 6x (FY14: 7.6x and FY15: 7.5x);
   -- Discretionary run-rate FCF exceeding $200 million (FY14:
      $155 million and FY15: $141 million);
   -- Regional markets being flat or growing on same-store basis;
   -- Consolidation of Peninsula into Boyd's restricted group.

RATING SENSITIVITIES FOR BORGATA
(Fitch Forecasts in parentheses)

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

   -- Borgata's debt/EBITDA ratio declining below 6x (FY14: 5.1x
      and FY15: 4.6x);
   -- Discretionary run-rate FCF approaching or exceeding $50
      million (FY14: $63 million and FY15: $77 million);
   -- Receipt of the $88 million property tax refund from the City
      of Atlantic City, using the proceeds to repay debt;
   -- Continuation in stable revenue trends;
   -- Additional clarity with respect to the Upstate New York
      licenses (an Orange County license would be viewed
      negatively).

Negative: At a 'B-' IDR there is some cushion against operating
pressure.  However, negative rating action may result from:

   -- Borgata's debt/EBITDA ratio moving towards 8x (FY14: 5.1x
      and FY15: 4.6x);
   -- Discretionary run-rate FCF declining below $10 million
      (FY14: $63 million and FY15: $77 million);
   -- Resumption of negative revenue trends;
   -- New Jersey expands land-based gaming outside of Atlantic
      City.

Fitch affirms the following ratings:

Boyd Gaming Corp.

   -- Long-term IDR at 'B';
   -- Senior secured credit facility at 'BB/RR1';
   -- Senior unsecured notes at 'CCC+/RR6'.

Peninsula Gaming LLC (Peninsula Gaming Corp. as co-issuer):

   -- Long-term IDR at 'B';
   -- Senior secured credit facility at 'BB/RR1';
   -- Senior unsecured notes at 'CCC+/RR6'.

Marina District Finance Company, Inc. (Borgata)

   -- Long-term IDR at 'B-';
   -- Senior secured payment priority revolving credit facility at
      'BB-/RR1';
   -- Senior secured incremental term loan at 'B+/RR2';
   -- Senior secured notes at 'B+/RR2'.


PENNINSULAR GROUP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Penninsular Group, LLC
        2811 Marlin Ave.
        Tampa, FL 33611

Case No.: 14-09021

Chapter 11 Petition Date: August 1, 2014

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

Debtor's Counsel: Scott A. Stichter, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: 813-229-0144
                  Fax: 813-229-1811
                  Email: sstichter.ecf@srbp.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Sam Lewis, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb14-09021.pdf


PENNSYLVANIA: Sees 3rd Rating Downgrade Amid Huge Deficit
---------------------------------------------------------
The Associated Press reported that Pennsylvania received its third
bond downgrade in two years, after Gov. Tom Corbett signed a
budget that papers over a massive deficit with stopgaps and failed
to win passage of legislation to rein in a rising public pension
debt.  According to the report, Moody's Investors Service dropped
Pennsylvania's $11.1 billion of general obligation bonds a rung on
its rating ladder, from Aa2 to Aa3, leaving it ranked among the
six worst states in Moody's ratings for the 47 states with general
obligation debt.  Fitch Ratings downgraded Pennsylvania last year,
and Standard & Poor's has warned it could downgrade Pennsylvania
if it didn't see significant strides to address deficits and
pension liabilities, the report said.


PERRY ELLIS: Fund Teams Up with CalSTRS to Pressure Retailer
------------------------------------------------------------
Ronald Orol, writing for The Deal, reported that startup activist
Legion Partners Asset Management LLC revealed on July 17 that it
had joined forces with the California State Teachers' Retirement
System to launch an activist campaign to press retailer Perry
Ellis International Inc. to consider strategic alternatives.

According to the report, expectations may run high for the recent
Legion-CalSTRS Perry Ellis effort, known as co-investment.  Gary
Lutin, chairman of the Shareholder Forum in New York, suggests
that the backing of the pension fund will help distinguish the
startup as a fund that many institutional investors will take
seriously, the report related.

                        *     *     *

The Troubled Company Reporter, on May 5, 2014, reported that
Standard & Poor's Ratings Services lowered its corporate credit
rating on Miami-based apparel company Perry Ellis International
Inc. to 'B' from 'B+'.  The outlook is stable.


PHARMEDIUM HEALTHCARE: Moody's Alters Ratings Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service changed PharMEDium Healthcare
Corporation's ("PharMEDium") rating outlook to negative from
stable, while affirming its ratings including the B3 Corporate
Family Rating and B3-PD Probability of Default Rating. Moody's
also affirmed the B1 rating on the first lien senior secured
facilities and Caa2 rating on the second lien term loan.

The change of outlook to negative follows the company's disclosure
of receipt of a warning letter from the Food and Drug
Administration ("FDA") in late July based on observation made
during FDA inspection of PharMEDium's facilities in early 2013.
The letter cited that PharMEDium violated certain quality
requirements under the applicable Good Manufacturing Practices
("cGMPs") and demanded corrective actions within fifteen days upon
receipt of the letter. Moody's believes the issuance of a warning
letter indicates an escalation of regulatory and compliance risk
facing the company and the entire drug compounding industry. The
negative outlook contemplates the increased uncertainty on the
company's operation and liquidity from the warning letter, if not
resolved appropriately and timely, could lead to potential product
recalls, or other enforcement actions or customer losses.

The affirmation of the B3 CFR, however, reflects Moody's
expectation that the company will proactively manage the risks in
order to resolve the issue and alleviate the FDA's concern in the
near term. In addition, Moody's anticipates management will use
its best effort to avoid service disruptions to customers while
working through this issue. Barring potential disruption from the
FDA letter, Moody's also expects the company to continue to grow
its revenue and earnings, remain on-track with its deleveraging
plan and maintain a good liquidity.

Ratings affirmed as follows:

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

  First lien senior secured credit facilities at B1, LGD3

  Second lien senior secured term loan at Caa2, LGD5

Rating Rationale

The B3 CFR incorporates the business risk arising from
PharMEDium's singular focus on the sterile compounding outsourcing
service industry and heightened regulatory risk in light of
increasing regulatory oversight of the industry. These upcoming
changes, as contemplated in the Drug Quality and Security Act
(DQSA) and recently proposed interim guidance on applicable Good
Manufacturing Practices ("cGMP") for drug compounding industry
(subject to final approval) by the FDA, could materially impact
the company's operations and financial results. The rating also
incorporates the company's small size, fragmented industry
characteristics and aggressive financial leverage deployed in the
capital structure as a result of the LBO transaction. Moody's
expects debt/EBITDA to remain materially above 5.5x in the next
12-18 months.

Positive rating consideration is given to the company's leading
market position in the niche sterile compounding service providers
(CSP) industry, a broad product offering and long track record as
a registered manufacturer with the FDA. Moody's also recognizes
the on-going need of hospitals to outsource pharmacy compounding
to achieve cost savings and manage compliance risks, thus driving
the steady long term demand for pharmacy compounding.

Ratings could be downgraded if the company's operations are
adversely impacted by regulatory constraints and result in lower
earnings and cash flow. Specifically, debt/EBITDA remaining above
6.5x or persistently negative free cash flow could warrant a
rating downgrade. A deterioration in liquidity could also result
in a downgrade.

In order for an upgrade, Moody's would need to conclude that any
adverse impact under the new regulatory environment will be
manageable without impairing the company's business operations or
cash flow. In addition, Moody's could consider a rating upgrade if
the company delevers and sustains debt/EBITDA below 5.0x.

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

Headquartered in Lake Forest, Illinois, PharMEDium is a national
provider of hospital pharmacy-outsourced sterile compounding
services. It provides sterile ready-to-use (RTU) intravenous drug
therapy to hospitals. The company maintains four compounding
centers located in TX, MS, TN and NJ.


PHILADELPHIA ENTERTAINMENT: DLA Piper Hands Back Fees
-----------------------------------------------------
Law360 reported that DLA Piper and the trustee appointed to
oversee the bankruptcy of Philadelphia Entertainment & Development
Partners LP have reached a settlement to put to rest the trustee's
contentions that the firm made material misrepresentations and
misleading statements in its application.  According to the
report, the two sides informed a Pennsylvania bankruptcy court
that they had reached a settlement in which DLA Piper will reduce
its fees by $100,000.

                 About Philadelphia Entertainment

Philadelphia Entertainment and Development Partners, L.P., filed a
Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 14-12482)
on March 31, 2014.  Brian R. Ford signed the petition as
authorized signatory.  The Debtor estimated assets of at least $10
million and liabilities of at least $50 million.  DLA Piper LLP
(US) serves as the Debtor's counsel.  Judge Magdeline D. Coleman
oversees the case.


PHOENIX PAYMENT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Phoenix Payment Systems, Inc.
           aka Electronic Payment Systems
           aka EPX
        1201 North Market Street, Suite 701
        Wilmington, DE 19801

Case No.: 14-11848

Type of Business: The Debtor is an international payment processor
                  with corporate headquarters in Wilmington,
                  Delaware and technology headquarters in Phoenix,
                  Arizona.  The Debtor provides acceptance,
                  processing, support, authorization and
                  settlement services for credit card, debit card
                  and e-check payments.

Chapter 11 Petition Date: August 4, 2014

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

Judge: Hon. Mary F. Walrath

Debtor's Counsel: Richard J. Bernard, Esq.
                  FOLEY & LARDNER LLP
                  90 Park Avenue
                  New York, NY 10016
                  Tel: 212-338-3586
                  Fax: 212-687-2329
                  Email: rbernard@foley.com

                     - and -

                  Mark D. Collins, Esq. and
                  Russell Siberglied, Esq.
                  RIRCHARDS, LAYTON & FINGER, P.A.
                  One Rodney Square
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: 302 651-7700
                  Fax: 302-651-7701
                  Email: collins@RLF.com

                     - and -

                  Zachary I Shapiro, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  920 North King Street, P.O. Box 551
                  Wilmington, DE 19801
                  Tel: 302-651-7700
                  Fax: 302-651-7701
                  Email: shapiro@rlf.com

                     - and -

                  Marisa A. Terranova, Esq.
                  RICHARDS LAYTON & FINGER, P.A.
                  920 N. King Street
                  Wilmington, DE 19899
                  Tel: 302-651-7811
                  Fax: 302-498-7811
                  Email: terranova@rlf.com

Debtor's          RAYMOND JAMES & ASSOCIATES, INC.
Investment
Banker and
Financial
Advisor:

Debtor's          PMCM, LLC
Provider of
Advisory
Services and
Executive
Leadership:

Debtor's           BEDERSON, LLC
Accountant:

Debtor's           OMNI MANAGEMENT GROUP, LLC
Claims/Noticing
Agent:

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

As of the Petition Date, the Debtor had total outstanding
liabilities and other obligations of approximately $16.6 million
and approximately 9.8 million shares of outstanding
preferred and common stock.

The petition was signed by Michael E. Jacoby, chief restructuring
officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Frascella Capital, LLC             Alleged Loan       $5,000,000
888 Town Center Drive
Langhorne, PA 19047

JEMS Venture Capital, LLC          Alleged Loan       $1,500,000
5901 Atkinson Road
New Hope, PA 18938

Department of Justice (Western     Merchant           $1,057,121
Clearing Corp.)                    money seized
US Attorney's Office               by DOJ
Southern District of New York

One St Andrew's Plaza
New York, NY 10007

Payment Keys                       Trade Debt           $625,395
2201 Brookhollow Plaza Drive,
Suite 300
Arlington, TX 76006-7442

Bank of America Leasing &         Unsecured Note        $500,000
Capital, LLC
PO Box 405874
Atlanta, GA 30384-5874

Commonwealth Marketing Group,     Trade                 $422,522
Inc.
One Millennium Drive
Uniontown, PA 15401

Fireside Auto Finance             Trade                 $400,000
5050 Hopyard Road, Suite 200,
Pleasanton, CA 94588

PriceWaterhouseCoopers            Financial             $343,891
PO Box 7247-8001                  Services
Philadelphia, PA 19170-8001

Wholesale Payment Systems         Referral Agent        $341,451
4320 Marsh Ridge Rd, Suite 100,
Carrollton, TX 75010

SKRILL USA, Inc.                  Trade                 $325,000
61 Broadway Suite 1603
New York ,NY 10006

MY PC BACKUP, Inc.                Trade                 $275,784
111 E. Broadway, Suite 210
Glendale, CA 91205

AlertPay                          Trade                 $274,000
5200 De La Savane, Suite 220
Montreal, Quebec H4P-2M8

Ed Roncone                        Wages                 $258,758
28 Meadowbrook Lane
Newark, DE 19711

Insite Marketing Group            Trade                 $139,900
2533 North Carson Street
Carson, NV 89706

InfoSend
1041 S. Placentia Avenue
Fullerton, CA 92831               Referral Agent        $139,165

Hogan Lovells                     Legal Services        $136,284
Park Place II 9th Floor
7930 Jones Branch Drive
McLean, VA 22102-3302

Impact Payments Recruiting        Recruiter              $77,000
18325 N. Allied Way, Suite 210
Phoenix, AZ 85054

Citrin Cooperman                  Accounting             $75,062
1800 JFK Boulevard
Philadelphia, PA 19103

Gunderson                         Legal Fees             $68,162
1200 Seaport Blvd.
Redwood City, CA 94063

Hughes Hubbard & Reed LLP         Legal Fees             $31,116
One Battery Park Plaza
New York, NY 10004-1482


PORTILLO'S HOLDINGS: Term Loan Changes No Impact on Moody's CFR
---------------------------------------------------------------
Moody's Investors Service stated that Portillo's Holdings, LLC's
(initially, PHD Merger Sub LLC) ratings are unaffected by the
proposed first lien term loan increase to $335 million from $315
million and concurrent second lien term loan decrease to $80
million from $100 million.

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. 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 credit facilities.

PHD Merger Sub LLC's ratings are as follows:

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

  $30 million 1st lien Revolver due 2019 at B2/LGD3

  $335 million 1st lien Term Loan due 2021 at B2/LGD3

  $80 million 2nd lien Term Loan due 2022 at Caa2/LGD6

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.


PREFERRED PROPPANTS: S&P Raises CCR to 'B'; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on sand producer Preferred Proppants LLC to 'B' from 'D'.
The outlook is stable.

At the same time, S&P assigned its 'B+' issue rating to the
company's proposed $350 million first-lien term loan due 2020.
The recovery rating on the first-lien debt is '2', which indicates
S&P's expectation of substantial (70% to 90%) recovery in the
event of payment default.

"The stable rating outlook reflects our view of Preferred's
recapitalized balance sheet, solid near-term demand and price
trends from its oil and gas end markets, and increasing push
toward higher-margin white fracking sand," said Standard & Poor's
credit analyst William Ferara.  "We expect Preferred's liquidity
should remain adequate and that its debt to EBITDA will be in the
5.5x-6x range, with funds from operations (FFO) to debt of about
8% in 2014 and 2015."

S&P could lower the rating if it no longer deemed liquidity to be
adequate or if debt to EBITDA were sustained at 7x or above.  This
could occur if end market demand or prices materially decline.  A
negative rating action could also occur if the company increases
leverage to fund dividends or if the company engages in other debt
financed shareholder friendly actions.

An upgrade is unlikely given the lack of end market diversity,
elevated debt leverage, and private equity ownership.


PUERTO RICO: Seeks Dismissal of U.S. Bond Funds' Lawsuit
--------------------------------------------------------
Tom Hals and Nick Brown, writing for Reuters, reported that the
U.S. commonwealth of Puerto Rico asked a federal court to dismiss
as premature a lawsuit filed by U.S. mutual funds that sought to
strike down a recently enacted Puerto Rican law that the funds
said posed a threat to American investors.  According to the
report, Puerto Rico said the lawsuit, brought by bond funds run by
Franklin Templeton and OppenheimerFunds, was untimely because
Puerto Rico's electric authority, known as PREPA, had not sought
to restructure its debt.

The lawsuit "should be dismissed on ripeness grounds unless and
until PREPA files for relief under the act," the commonwealth said
in a filing in federal court in San Juan, Reuters related.


PUERTO RICO: Restructuring Law Faces Another Challenge
------------------------------------------------------
Law360 reported that investment firm BlueMountain Capital
Management LLC sued the governor of Puerto Rico and others in
federal court, alleging that a law the commonwealth's government
enacted last month allowing certain public agencies to restructure
their debt violates both the U.S. and Puerto Rico Constitutions.
According to the report, BlueMountain, which manages funds that
collectively hold more than $400 million of power revenue bonds
issued by the Puerto Rico Electric Power Authority, is seeking a
declaratory judgment that the Puerto Rico Public Corporations Debt
Enforcement and Recovery Act is invalid in its entirety and an
injunction blocking enforcement or implementation of the act.

The case is BlueMountain Capital Management LLC v. Garcia-Padilla
et al., case number 3:14-cv-01569, in the U.S. District Court for
the District of Puerto Rico.

                           *     *     *

The Troubled Company Reporter, on July 4, 2014, reported that
Moody's Investors Service has downgraded the Commonwealth of
Puerto Rico to B2 from Ba2, affecting $14.4 billion of outstanding
general obligation (GO) bonds. Concurrently, commonwealth agencies
and public corporations have been downgraded, affecting about $46
billion of non-GO bonds, including $15.6 billion of senior- and
subordinate-lien bonds issued by the Sales-Tax Financing
Corporation (COFINA), which respectively were lowered to Ba3 and
B1. The Puerto Rico Electric Power Authority (PREPA) was
downgraded to Caa2 from Ba3, while the Puerto Rico Aqueduct and
Sewer Authority (PRASA) was downgraded to Caa1 from Ba3. The
Puerto Rico Highway and Transportation Authority (PRHTA) was
downgraded to Caa1 (senior 1998 resolution and 1968 resolution)
from Ba3, and to Caa2 from B1 (subordinate 1998 resolution). For
PREPA, PRHTA and PRASA, the newly lowered ratings remain under
review for possible further downgrade. The debt of the Government
Development Bank (GDB) was downgraded to B3 from Ba2, and the debt
of the University of Puerto Rico was downgraded to Caa1 and Caa2.
The outlook for the GDB as well as for commonwealth GO and related
debt remains negative.

The TCR, on Aug. 4, 2014, reported that Standard & Poor's Ratings
Services has affirmed its 'BB' general obligation (GO) and 'BB-'
appropriation ratings on the Commonwealth of Puerto Rico following
an examination of Puerto Rico's enacted fiscal 2015 budget,
updated quarterly disclosure, and current and projected liquidity
position.  The outlook is negative.


PUERTO RICO: Defends New Law on Debt Restructuring
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Puerto Rico's new law to permit restricting debt
owing by the island's government-owned entities doesn't violate
the U.S. Constitution, according to papers filed by the
commonwealth's Department of Justice.

The report recalled that in late June, Puerto Rico adopted the
Public Corporation Debt Enforcement and Recovery Act,
theoretically enabling the commonwealth's public corporations to
restructure their debt in a manner akin to Chapter 11
reorganization.  Bond funds affiliated with Franklin Resources
Inc. and Oppenheimer Rochester Funds, owning more than $1.7
billion in Puerto Rico Electric Power Authority bonds, initiated a
lawsuit on June 28 asking the U.S. District Court in San Juan to
declare that the new act violates the U.S. Constitution and is
void "in its entirety," the report related.

Puerto Rico responded with papers giving U.S. District Judge
Francisco A. Besosa multiple reasons why he should dismiss the
suit out of hand, the report said.  The commonwealth's papers
start by explaining how Puerto Rico's government-owned companies,
like the water and power companies, aren't eligible under any of
the various chapters of the U.S. Bankruptcy Code, and cited
precedents showing that Congress hasn't barred states from dealing
with the insolvency of their entities simply because they aren't
eligible for federal bankruptcy, the report further related.

The funds' lawsuit is Franklin California Tax-Fee Trust v.
Commonwealth of Puerto Rico, 14-cv-01518, U.S. District Court,
District of Puerto Rico (San Juan).

                           *     *     *

The Troubled Company Reporter, on July 4, 2014, reported that
Moody's Investors Service has downgraded the Commonwealth of
Puerto Rico to B2 from Ba2, affecting $14.4 billion of outstanding
general obligation (GO) bonds. Concurrently, commonwealth agencies
and public corporations have been downgraded, affecting about $46
billion of non-GO bonds, including $15.6 billion of senior- and
subordinate-lien bonds issued by the Sales-Tax Financing
Corporation (COFINA), which respectively were lowered to Ba3 and
B1. The Puerto Rico Electric Power Authority (PREPA) was
downgraded to Caa2 from Ba3, while the Puerto Rico Aqueduct and
Sewer Authority (PRASA) was downgraded to Caa1 from Ba3. The
Puerto Rico Highway and Transportation Authority (PRHTA) was
downgraded to Caa1 (senior 1998 resolution and 1968 resolution)
from Ba3, and to Caa2 from B1 (subordinate 1998 resolution). For
PREPA, PRHTA and PRASA, the newly lowered ratings remain under
review for possible further downgrade. The debt of the Government
Development Bank (GDB) was downgraded to B3 from Ba2, and the debt
of the University of Puerto Rico was downgraded to Caa1 and Caa2.
The outlook for the GDB as well as for commonwealth GO and related
debt remains negative.

The TCR, on Aug. 4, 2014, reported that Standard & Poor's Ratings
Services has affirmed its 'BB' general obligation (GO) and 'BB-'
appropriation ratings on the Commonwealth of Puerto Rico following
an examination of Puerto Rico's enacted fiscal 2015 budget,
updated quarterly disclosure, and current and projected liquidity
position.  The outlook is negative.


QUIZNOS: Ex-Brass Defrauded Investor Funds, Suit Says
-----------------------------------------------------
Law360 reported that Avenue Capital Group and Fortress Investment
Group LLC funds launched a suit in Colorado federal court accusing
former executives of bankrupt sandwich chain Quiznos of defrauding
them by misrepresenting and artificially inflating the company's
financial data to get them to prop up the ailing company.
According to the report, more than a dozen funds managed by Avenue
Capital Group and Fortress Investment Group accused Quiznos'
former top brass of defrauding investors by concealing,
misrepresenting, and artificially inflating Quiznos' projected
gross profits, cash flow, and future store counts.

The case is Avenue Capital Management II, LP et al v. Schaden et
al., Case No. 1:14-cv-02031 (D. Colo.).

                          About Quiznos

Denver-based Quiznos -- http://www.quiznos.com-- is a chain
designed for today's busy consumers who are looking for a high
quality, tasty, freshly prepared alternative to traditional fast-
food restaurants.  With locations in 50 states and 30 countries,
Quiznos is one of the world's premier quick-service restaurant
chains and pioneer of the toasted sandwich; Quiznos restaurants
offer creative, chef-created sandwiches and salads using premium
ingredients.  Quiznos was founded in 1981 by chefs who discovered
that toasting brought out the best in every sandwich ingredient.

QCE Finance LLC and its affiliates sought protection under Chapter
11 of the Bankruptcy Code on March 14, 2014.  The lead case is QCE
Finance LLC (Case No. 14-10543, Bankr. D.Del.).  The case is
assigned to Judge Peter J. Walsh.

The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C.
Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian,
Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York.  The
Debtors' local counsel is Mark D. Collins, Esq., and Amanda
Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington,
Delaware.  The Debtors' investment banker and financial advisor is
Matthew J. Hart of LAZARD FRERES & CO. LLC.  Paul Ruh, Mark A.
Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the
Debtors' restructuring advisors.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

The lead debtor, QCE Finance LLC, scheduled $736,858 in total
assets plus "undetermined amounts".  It scheduled $618,437,362
plus "undetermined amounts" as liabilities.

The U.S. Trustee has appointed a seven-member official committee
of unsecured creditors.  The Committee has tapped Cousins Chipman
& Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.;
and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow-
Bosshart, Esq., and David M. Posner, Esq., as counsel.

Avenue Capital Management II, L.P. and its affiliates are
represented by John J. Rapisardi, Esq., and Joseph Zujkowski,
Esq., at O'Melveny & Myers LLP in New York.  Fortress Investment
Group and its affiliates are represented by Skadden Arps Slate
Meagher & Flom's Van C. Durrer, Esq.  Co-counsel to the Consenting
First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R.
Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht
& Tunnell's Robert J. Dehney.  Counsel to the First Lien Agent is
Ropes & Gray's Mark R. Somerstein.  Counsel to the Second Lien
Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P.
Kober, Esq.  Counsel to Vectra Bank Colorado, National
Association, is Kasowitz Benson's Adam L. Shiff, Esq.

Quiznos' Plan of Reorganization was confirmed by the U.S.
Bankruptcy Court in Wilmington, Delaware on May 12, 2014.  The
company on July 1, 2014, disclosed that it has successfully
completed its financial restructuring and emerged from Chapter 11.


RELIANCE INSURANCE: Pa. High Court Clears Co. in $12M Warranty Row
------------------------------------------------------------------
Law360 reported that Pennsylvania's high court freed defunct
Reliance Insurance Co. from covering nearly $12 million in product
warranty reimbursement claims from Warrantech Consumer Products
Services Inc., interpreting for the first time a section of the
state insurance insolvency statute.  According to the report,
upholding a lower court ruling, the Pennsylvania Supreme Court
majority held that Section 221.21 of the Insurance Department Act
-- which extinguishes coverage for all "risks in effect" 30 days
after an insurer enters liquidation -- applied to claims that
Warrantech brought past Reliance Insurance's 30-day window.

A Pennsylvania-based insurance company, Reliance Insurance
Company, was licensed to write insurance in all 50 states.  The
states with the largest number of policyholders included
California, New York, Florida, Pennsylvania, Illinois and Texas.
Reliance Insurance Company's insurance business consisted
primarily of workers' compensation, commercial auto, commercial
liability and personal auto coverage.

Based in New York City, Reliance Group Holdings Inc. owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by order of the Commonwealth
Court of Pennsylvania dated Oct. 3, 2001.  The Bankruptcy Court
confirmed the Creditors' Committee's Plan of Reorganization on
Jan. 25, 2005.


REVSTONE INDUSTRIES: Says Founder Used Kids' Trusts To Hide Assets
------------------------------------------------------------------
Law360 reported that bankrupt auto parts conglomerate Revstone
Industries LLC is accusing its founder of funneling assets into
trusts he controls in order to avoid the reach of Revstone and its
creditors, according to documents filed in Delaware bankruptcy
court.  According to the report, Revstone claims that George
Hofmeister used trusts set up for his children to run a fraudulent
shell game by shuffling assets among the trusts, and using them
and other related entities to divert those assets to himself and
family members, to the detriment of creditors and Revstone.

                 About Revstone Industries et al.

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

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

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

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

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

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

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

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


ROSSCO HOLDINGS: Kelly Hart, Beard Kultgen Beat Malpractice Suit
----------------------------------------------------------------
Law360 reported that a Texas federal judge tossed a real estate
company's malpractice suit against Beard Kultgen Brophy Bostwick
Dickson & Squires LLP and Kelly Hart & Hallman LLP, saying the
plaintiff lacked standing because it didn't properly reserve
claims related to hotel foreclosures in a bankruptcy proceeding.

According to the report, U.S. District Judge Reed O'Connor agreed
with the two Texas law firms that Leonard M. Ross and his real
estate holding company Rossco Holdings Inc. are procedurally
barred from suing.

The case is ROSSCO Holdings Incorporated et al v. McConnell et al,
Case No. 4:14-cv-00374 (N.D. Tex.).

College Station, Texas-based Rossco Holdings, Inc., filed for
Chapter 11 protection (Bankr. W.D. Tex. Case No. 10-60953) on
Aug. 2, 2010.  The new California Case No. of Rossco Holdings is
LA10-55951BB.  David J Richardson, Esq., and Laura L Buchanan,
Esq., at The Creditors' Law Group, represent the Debtor.  The
Debtor disclosed $28,415,681 in assets and $10,567,302 in
liabilities as of the Petition Date.

Affiliates Monte Nido Estates, LLC; LJR Properties, Ltd.; WM
Properties, Ltd.; Colony Lodging, Inc.; and Rossco Plaza, Inc.,
filed separate Chapter 11 petitions.

The Troubled Company Reporter reported that the U.S. Bankruptcy
Court for the Central District of California in March 2013 entered
a final decree closing the Chapter 11 cases of Rossco Holdings,
Inc., et al., after confirming the Debtors' Modified First Amended
Joint Plan of Reorganization.


RYERSON INC: IPO No Impact on Moody's Caa1 Rating
-------------------------------------------------
Ryerson Holding Corporation, parent company of Ryerson Inc. (Caa1
Stable), recently amended its S-1 registration statement with the
US Securities and Exchange Commission indicating its intention to
offer 11 million shares of common stock in an initial public
offering (IPO). The proceeds from the IPO will be used to
terminate the management agreement with Platinum Equity, retire
$105 million principal amount of the 11.25% senior unsecured notes
due 2018 through the equity claw back provision and to modestly
pay down ABL facility borrowings. These actions are a credit
positive for Ryerson, but will not impact its credit metrics
enough to justify a ratings upgrade.

Ryerson Inc. is the second largest metals service center company
in North America, with over 90 locations in the US, Canada and
Mexico. The company also has six locations in China and one joint
venture location in Brazil. Ryerson provides a full line of
carbon, stainless and aluminum products to more than 40,000
customers in a broad range of end markets. The company generated
sales of approximately $3.4 billion for the 12-month period ended
March 31, 2013. Ryerson is primarily owned by Platinum Equity.


SCIENTIFIC GAMES: Moody's Puts B1 CFR on Review for Downgrade
-------------------------------------------------------------
Moody's Investors Service placed Scientific Games Corporation's
("SGC") ratings, including its B1 Corporate Family and B1-PD
Probability of Default ratings under review for possible downgrade
following the company's announcement that it entered into a
definitive agreement to acquire Bally Technologies, Inc. for
approximately $5.1 billion, including $1.8 billion of Bally net
debt. Bally provides the global gaming industry with games, table
game products, systems, mobile, and iGaming solutions for gaming
operators. The acquisition is anticipated to close in early 2015.

Ratings placed on review for downgrade:

Scientific Games Corporation:

  Corporate Family Rating at B1

  Probability of Default Rating at B1-PD

  $250 million senior subordinated notes at B3 (LGD5)

Scientific Games International, Inc.:

  $300 million senior secured revolving credit facility due 2018
  at Ba3 (LGD3)

  $2,300 million senior secured term loan B due 2020 at Ba3
  (LGD3)

  $300 million senior subordinated notes at B3 (LGD5)

  $350 million senior subordinated notes at B3 (LGD5)

Ratings Rationale

The review for downgrade considers that the Bally acquisition
comes at a time when SGC is still in the process of integrating
another large acquisition -- WMS Industries Inc. -- which was
acquired for $1.5 billion in October 2013, and concerns that the
combined company's revenue and earnings will be challenged by the
integration process and continuing weakness in certain end markets
resulting in constrained free cash flow generation and limited
opportunities for material debt repayment. Integration risk is
further elevated by Bally's November 2013 acquisition of SHFL
Entertainment Inc. for $1.3 billion. Moody's estimates that pro
forma leverage will exceed 6.0 times (including anticipated
synergies) which is high compared to similarly rated peers.
Notwithstanding concerns over leverage, Moody's favorably views
the strategic rationale of the acquisition given the complementary
nature of the two companies' products as well as the enhanced
scale and business/geographic diversity.

Moody's review will focus on the expected performance of the
combined company in a slack demand environment, integration plans,
the timing and magnitude of synergy realization, and the combined
company's ability to generate free cash flow for debt reduction,
and liquidity.

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.

Scientific Games Corporation ("SGC") is a developer of technology-
based products and services and associated content for worldwide
gaming and lottery markets, including instant and draw-based
lottery games, electronic gaming machines and game content,
server-based lottery and gaming systems, sports betting
technology, loyalty and rewards programs and social interactive
content and services. In October 2013 SGC acquired WMS Industries
Inc. which designs, manufactures and markets video and mechanical
reel-spinning gaming machines, and video lottery terminals. The
company reported pro forma net revenues of $1.7 billion in fiscal
2013.


SCIENTIFIC GAMES: S&P Lowers CCR to 'B+', Placed on Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'B+' from 'BB-' on Scientific Games Corp. and lowered
all issue-level ratings by one notch.  S&P placed all ratings on
CreditWatch with negative implications.

At the same time, S&P lowered its corporate credit rating to 'B+'
from 'BB' on Bally Technologies Inc. and affirmed the issue-level
ratings on the company given Scientific Games' plans to refinance
this debt.  S&P placed all ratings on CreditWatch with negative
implications.

"The downgrade and CreditWatch placement follow Scientific Games'
announcement that it has agreed to acquire Bally Technologies for
$5.1 billion, including the refinancing of about $1.8 billion in
net debt at Bally," said Standard & Poor's credit analyst Ariel
Silverberg.


SEA SHELL COLLECTIONS: Section 341(a) Meeting Set on Sept. 17
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Sea Shell
Collections will be held on Sept. 17, 2014, at 11:00 a.m. at
Pensacola (Rm. 66, Winston E. Arnow Fed. Bldg., 100 N. Palafox
St.).  Proofs of claims are due by Dec. 18, 2014.  For
governmental units claims bar date will be on March 16, 2015.

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.

Sea Shell Collections, LLC, owner of a Publix-Anchored shopping
Center development located in Gulf Breeze, Florida, at the
northeast corner of Highway 98 and Daniel Drive, filed a Chapter
11 bankruptcy petition (Bankr. N.D. Fla. Case No. 14-30813) on
July 29, 2014.  Mary Moulton signed the petition as VP of Member-
Moulton Properties Inc.  The Debtor estimated assets and
liabilities of between $10 million to $50 million.  Helmsing,
Leach, Herlong, Newman & Rouse, P.C., serves as the Debtor's
counsel.  Judge William S. Shulman presides over the case.


SEALED AIR: Moody's Rates New Secured Credit Facilities 'Ba1'
-------------------------------------------------------------
Moody's Investors Service assigned Ba1 ratings to the senior
secured credit facilities of Sealed Air Corp. In addition, Moody's
also affirmed Sealed Air's Ba3 corporate family and Ba3-PD
probability of default ratings. Other instrument ratings are
detailed below. The ratings outlook is stable. The proceeds of the
debt will be used to refinance existing debt and to pay fees and
expenses associated with the transactions.

Moody's took the following rating actions:

Sealed Air Corp.

  Assigned $500 million senior secured revolving credit facility
  due July 2019, Ba1 (LGD 2)

  Assigned $200 million senior secured revolving credit facility
  due July 2019, Ba1 (LGD 2)

  Assigned $710 million senior secured term loan A due July 2019,
  Ba1 (LGD 2)

  Assigned $250 million senior secured term loan A due July 2017,
  Ba1 (LGD 2)

  Affirmed Ba3 corporate family rating

  Affirmed Ba3-PD probability of default

  Affirmed SGL-2 speculative grade rating

  Affirmed all senior secured debt, Ba1 (LGD 2)

  Affirmed all senior unsecured debt, B1 (LGD 5)

Cryovac Brasil

  Assigned $100 million senior secured term loan A due 2019
  (delayed draw), Ba1 (LGD 2)

Diversey Canada, Inc.

  Assigned CAD42.9 million senior secured term loan A due July
  2019, Ba1 (LGD 2)

  Affirmed all senior secured debt, Ba1 (LGD 2)

Diversey Europe, BV

  Assigned EUR147.875 million senior secured term loan A due July
  2019, Ba1 (LGD 2)

Sealed Air Limited

  Assigned GBP35.15 million senior secured term loan A due 2019,
  Ba1 (LGD 2)

Sealed Air Japan

  Assigned Yen7,090 million senior secured term loan A due 2019,
  Ba1 (LGD 2)

Sealed Air B.V

  Affirmed all senior secured debt, Ba1 (LGD 2)

The rating outlook is stable.

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

Ratings Rationale

The Ba3 corporate family rating reflects the company's scale (as
measured by revenue), wide geographic exposure and low customer
concentration of sales. Sealed Air has a track record of
successful innovation and continues to invest in R&D. The company
is also an industry leader in certain segments. The company's
customer base is highly diverse, with no single customer
representing more than 10% of its 2013 net sales. Sealed Air has
maintained long-term relationships with many of its top customers
and has a significant base of equipment installed on the
customers' premises. Approximately 50% of sales are from food and
food processing related end markets. The company also has
sufficient liquidity.

The rating is constrained by weakness in certain credit metrics, a
disparate product line and the concentration of sales in cyclical
and event risk prone segments. The rating is also constrained by
the significant competition in the fragmented market, some
commoditized products and the mixed contract and cost pass through
position. Despite an overlap in customers and distribution
channels, Sealed Air's product lines are substantially unrelated.
Sealed Air has a significant exposure to cyclical and event risk
prone end markets (protective packaging and meat). All of the
company's segments operate in competitive and fragmented markets
and will need to continue to develop new products and innovate in
order to maintain their competitive advantage as many innovations
eventually may be copied.

The rating outlook is stable. The stable outlook is predicated
upon continued execution on the productivity initiatives,
dedication of free cash flow to debt reduction and stability in
the competitive and operating environment.

The ratings could be downgraded if there is deterioration in
credit metrics or the operating and competitive environment.
Sealed Air will also need to maintain adequate cushion under
financial covenants. Specifically, the rating could be downgraded
if debt to EBITDA remains above 5.3 times, EBITA interest coverage
remains below 2.2 times, free cash flow to debt remains below the
mid-single digits, and/or the EBITA margin declines below 10.5%.

The ratings could be upgraded if Sealed Air sustainably improves
credit metrics within the context of a stable operating and
competitive environment. Sealed Air will also need to maintain
adequate liquidity including adequate cushion under financial
covenants. Specifically, the ratings could be upgraded if debt to
EBITDA declines below 4.6 times (adjusted for the recently settled
asbestos liability) EBITA interest coverage rises above 3.2 times,
free cash flow to debt increases above 8%, and/or the EBITA margin
rises above 14%.

The principal methodology used in this rating was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
published in June 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.

Headquartered in Elmwood Park, New Jersey, Sealed Air is a global
manufacturer of packaging products, performance-based materials
and equipment systems for various food, industrial, medical and
consumer applications. The company, through its Diversey Holdings,
Inc. acquisition, is also a leading global supplier of cleaning,
hygiene, and sanitizing products, equipment and related services
to the institutional and industrial cleaning and sanitation
markets. The company had revenues of approximately $7.7 billion
for the 12 months ended March 31, 2014.


SEARS METHODIST: Taps Alvarez & Marsal to Provide CRO
-----------------------------------------------------
Sears Methodist Retirement System, Inc. and its debtor-affiliates
seek authorization from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Alvarez & Marsal Healthcare Industry
Group LLC and to provide Paul B. Rundell as chief restructuring
officer to the Debtors, nunc pro tunc to the June 10, 2014
petition date.

The Debtors propose to retain Alvarez & Marsal to provide Mr.
Rundell as CRO and to provide the Additional Personnel on the
terms and conditions set forth herein and in the Engagement
Letter.

Specifically, Mr. Rundell will serve as the CRO of the Debtors,
and will report to the Board of Trustees and Boards of Directors
and direct the Debtors' reorganization with an objective of
completing a restructuring of the Debtors.  Mr. Rundell will be
responsible for assisting the Debtors' senior management team in
their post-petition restructuring efforts, including negotiating
with parties in interest and coordinating the "working group" of
professionals who are or will be assisting the Debtors in the
restructuring process.

The duties of the Engagement Personnel will include, but are not
limited to, the following:

   (a) performing a financial review of the Debtors, including but
       not limited to a review and development of a thirteen week
       cash flow;

   (b) assisting in the review of accounts receivable ("A/R"),
       including determining the collectability of the A/R,
       reviewing front end and back end revenue cycle issues and
       proposing and implementing any necessary changes in order
       to accelerate the collection process;

   (c) assisting in the review of and developing a debt capacity
       analysis;

   (d) serving as the principal contact with the Debtors'
       creditors with respect to the Debtors' financial and
       operational matters;

   (e) assisting with the preparation of the Debtors' schedules of
       assets and liabilities and statements of financial affairs;

   (f) assisting with the preparation of the Debtors' monthly
       operating reports;

   (g) assisting the Debtors with their negotiations with various
       lenders, bondholders and their advisors; and

   (h) performing such other services as requested or directed by
       the Board of Trustees, Boards of Directors and the Debtors.

Alvarez & Marsal will be paid at these hourly rates:

       Paul B. Rundell, CRO                  $650
       David McLaughlin, Senior Director     $550
       Doug Staut, Director                  $500
       Managing Directors                    $650-$875
       Directors                             $475-$650
       Associates                            $375-$475
       Analysts/Staff                        $275-$375

Alvarez & Marsal will also be reimbursed for reasonable out-of-
pocket expenses incurred.

In connection with Alvarez & Marsal's retention in the period
leading up to the Petition Date under the Engagement Letter, the
Debtors paid a retainer of $100,000 to Alvarez & Marsal.  In
addition, the Debtors paid approximately $379,416.65 to Alvarez &
Marsal in the period prior to the Petition Date for monthly
prepetition fees and expenses excluding the retainer.  As of the
Petition Date, Alvarez & Marsal continues to hold the $100,000
retainer, and intends to apply that retainer against any amounts
due at the termination of the engagement and return any remaining
funds upon satisfaction of all of the Debtors' obligations under
the Engagement Letter.

Prior to filing the Chapter 11 Cases, the Debtors inadvertently
wired $200,000 to Alvarez & Marsal that they intended to wire to
DLA Piper, the Debtors' proposed bankruptcy counsel, as a retainer
payment.  At the time of the inadvertent wire, the Debtors did not
owe Alvarez & Marsal any amounts for services rendered before the
Petition Date.

As part of the relief requested, the Debtors ask the Court to
authorize the immediate transfer of $200,000 from Alvarez & Marsal
to DLA, the intended recipient of such funds.

Paul B. Rundell, managing director of Alvarez & Marsal, 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.

Alvarez & Marsal can be reached at:

       Paul B. Rundell
       ALVAREZ & MARSAL HEALTHCARE
       INDUSTRY GROUP LLC
       55 West Monroe St., Suite 4000
       Chicago, IL 60603
       Tel: +1 (312) 601-4220
       Fax: +1 (312) 332-4599

                       About Sears Methodist

As a leading Texas senior living icon established on Christian
principles, Sears Methodist Retirement System Inc. provides
secure, rewarding, and luxurious residency to seniors.  The system
includes: (i) eight senior living communities located in Abilene,
Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans
homes located in El Paso, McAllen and Big Spring, Texas, managed
by Senior Dimensions, Inc., pursuant to contracts between SDI and
the Veterans Land Board of Texas; and (iii) Texas Senior
Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA")
and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as
applicable, management and insurance services to the System.
Sears Methodist Senior Housing, LLC, is the general partner of,
and controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-
32821) on June 10, 2014.  The cases are assigned to Judge Stacey
G. Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC.  The Debtors' notice, claims and solicitation
agent is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.  The Committee is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.


SECURITY NATIONAL: BofA Plan Hearing Set for Sept. 9
----------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware on July 30 approved the disclosure statement explaining
the revised Chapter 11 Plan of Reorganization filed by Bank of
America, N.A., as agent for senior lenders, for Security National
Properties Funding III, LLC, et al., and scheduled the hearing to
consider confirmation of the Plan for Sept. 9, 2014, at 2:00 p.m.
(prevailing Eastern Time).  The deadline for filing and serving
objections to confirmation of the Plan will be Sept. 2.

The Debtors, in a filing with the Court, said they believe there
are serious defects in the Agent Plan that should preclude its
confirmation, but in accordance with the understanding the parties
have reached, the Debtors will defer raising those issues until
the confirmation objection deadline in advance of the Agent Plan
Confirmation Hearing.

A full-text copy of the Disclosure Statement dated Aug. 1, 2014,
is available at http://is.gd/8dFHfL

                       About Security National

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277)
on Oct. 13, 2011.  Judge Kevin Gross presides over the case.
Donna L. Culver, Esq., Robert J. Dehney, Esq., Justin K. Houser,
Esq., Andrew R. Remming, Esq., and Gregory W. Werkheiser, Esq., at
Morris, Nichols, Arsht & Tunnell, in Wilmington, Delaware, serve
as the Debtors' counsel.  GCG Inc. serves as the Debtors' claims
and notice agent.  The Debtors' scheduled assets total $24,758,433
while scheduled liabilities total $354,657,501.

The U.S. Trustee for Region 3 has been unable to form an official
committee of unsecured creditors.


SECURITY NATIONAL: Final DIP & Cash Collateral Hearing on Aug. 22
-----------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware issued the 14th, 15th, and 16th interim orders
authorizing Security National Properties Funding III, LLC, et al.,
to obtain additional postpetition unsecured financing up to an
aggregate principal amount of $5,000,000 from Security National
Properties Holding Company, LLC, an affiliate of the Debtors.  The
Lender is granted and allowed an administrative expense claim
against the estate of SNPF III.

Judge Gross also issued the 24th, 25th, and 26th interim orders
allowing the Debtors to use money that may represent "cash
collateral" until the earlier of (i) Aug. 22, and (ii) the
effective date of the Plan.  The parties with an alleged interest
in cash collateral are Bank of America, N.A., in its capacity as
administrative agent, and Banc of America Securities LLC, as sole
lead arranger and sole book manager.

The final hearing on the Debtors' request to obtain postpetition
financing and use cash collateral is set for Aug. 22, 2014, at
10:00 a.m. (ET).  Objections to the final approval of the DIP
Motion are due on or before Aug. 15.

                       About Security National

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277)
on Oct. 13, 2011.  Judge Kevin Gross presides over the case.
Donna L. Culver, Esq., Robert J. Dehney, Esq., Justin K. Houser,
Esq., Andrew R. Remming, Esq., and Gregory W. Werkheiser, Esq., at
Morris, Nichols, Arsht & Tunnell, in Wilmington, Delaware, serve
as the Debtors' counsel.  GCG Inc. serves as the Debtors' claims
and notice agent.  The Debtors' scheduled assets total $24,758,433
while scheduled liabilities total $354,657,501.

The U.S. Trustee for Region 3 has been unable to form an official
committee of unsecured creditors.


SG ACQUISITION: Moody's Assigns 'B3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family
rating and a Caa1-PD probability of default rating to SG
Acquisition Inc. (Safe-Guard). The rating agency also assigned
ratings to the credit facilities to be issued in connection with
the company's proposed refinancing of its existing credit
facilities. The transaction is expected to close within the next
several weeks. The rating outlook for Safe-Guard is stable.

Ratings Rationale

Safe-Guard's ratings reflect the company's position as a leading
provider of finance and warranty insurance (F&I) products in the
automotive aftermarket industry with an ability to expand and
retain its customer base and generate growth in revenues, EBITDA,
and free cash flow. The company's revenues reflect its multi-
channel distribution platform, including its franchise original
equipment manufacturer (OEM) business, as well as large dealer
groups and agents, while earnings benefit from a diverse set of
F&I products. These strengths are offset by the company's
financial profile, including high financial leverage, weak net
profit margins, and weak fixed charge coverage, which Moody's
regard as aggressive for the rating category and which affords
management little margin for error over the next year.

"The ratings of Safe-Guard reflect its leading market position as
a provider of F&I products as well as its high financial leverage
following its refinancing," said Pano Karambelas, Moody's lead
analyst for Safe-Guard. Following the transaction, Safe Guard's
2013 pro forma debt to EBITDA ratio will be aggressive for the
firm's rating category. However, Moody's expect the company to
gradually improve its metrics through EBITDA growth, reflecting
recent efforts to improve rate adequacy."

Safe-Guard operates two complementary businesses: Safe-Guard
Products which provides marketing and administration of after-
market vehicle warranty, service contract and insurance products,
and Safe-Guard Reinsurance which underwrites the vast majority of
policies sold by Safe-Guard products. Safe-Guard Products has
relatively stable margins while Safe-Guard Reinsurance's
underwriting results have been weak due to above normal winter
storm losses in the first half of 2014. The company has been
implementing sizable rate increases to repair underwriting margins
over the near term, with relatively low exposure to adverse
selection or direct price competition. There could be downward
pressure on the ratings if results in the second half of the year
do not improve significantly.

The proposed financing arrangement includes a $15 million first-
lien revolving credit facility (rated B3, expected to be undrawn
at closing) and a $210 million first-lien term loan (rated B3),
both to be issued by SG Acquisition, Inc. Proceeds will be used to
repay the company's existing debt, maintain cash on the balance
sheet, and pay related fees and expenses.

Factors that could lead to an upgrade of Safe-Guard's ratings
include:

   (i) debt-to-EBITDA ratio below 5.5x,
  (ii) EBITDA - capex) coverage of interest consistently
       exceeding 2x, and
(iii) free-cash-flow-to-debt ratio consistently exceeding 5%.

Factors that could lead to a rating downgrade include:

   (i) debt-to-EBITDA ratio above 8x on a sustained basis,
  (ii) (EBITDA - capex) coverage of interest below 1.2x, or
(iii) free-cash-flow-to-debt ratio below 2%.

Moody's has assigned the following ratings (and loss given default
(LGD) assessments) to Safe-Guard:

  Corporate family rating B3;

  Probability of default rating Caa1-PD;

  $15 million first-lien revolving credit facility B3 (LGD3,
  39%);

  $210 million first-lien term loan B3 (LGD3, 39%).

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers and Service Companies
published in February 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.

Based in Atlanta, Georgia, Safe-Guard is a leading provider of
finance and warranty insurance products in the automotive
aftermarket industry principally throughout the United States.


SHERMAN TANK: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sherman Tank Properties, LLC
        4701 Springhill Estates Drive
        Allen, TX 75002

Case No.: 14-41652

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: August 2, 2014

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Hon. Brenda T. Rhoades

Debtor's Counsel: Howard Marc Spector, Esq.
                  SPECTOR & JOHNSON, PLLC
                  12770 Coit Road, Ste. 1100
                  Dallas, TX 75251
                  Tel: (214) 365-5377
                  Fax: (214) 237-3380
                  Email: hspector@spectorjohnson.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Danielle Lou George, managing member.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/txeb14-41652.pdf


SOUTHEAST HOUSING: Moody's Affirms 'B2' Rating on $416MM Bonds
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 rating and revised
the outlook to Stable from Negative on $416,400,000 outstanding
Southeast Housing LLC's Taxable Military Housing Revenue Bonds,
Series 2007 Class I.

Rating Rationale

The rating action to revise the outlook to Stable from Negative
and affirm the Ba3 rating is based on the project's reduction of
debt outstanding by an additional $35 million using proceeds from
an asset sale in Key West (FL), which has impacted financial
performance by stabilizing debt service coverage for 2013. The
rating reflects weighted average occupancy of 93% for 2013 though
occupancy at certain submarkets has been weak. Moderating the
risks posed by unresolved litigation over property tax liens are
$13 million in unexpended construction funds which may provide
additional monies to pay debt service in the event of a revenue
shortfall.

Credit Strengths

-- Project has implemented a rescope and called $110 million in
    Class I bonds and $61 million in Class II and Class III bonds
    over the last two years, which has helped the Class I bonds
    achieve debt service coverage of 1.12x for 2013

-- Sustained weighted average occupancy of 93% for the last
    three years

-- Construction funds of $13 million remain available after
    project completion and can be used to pay debt service if not
    applied to other project purposes

Credit Challenges

-- Soft real estate market in certain Southeast region markets
    resulting in project accessing tenant waterfall to improve
    occupancy by renting to non-active military personnel and
    civilians at market rental rates which are lower than the
    weighted average BAH rates

Outlook

The stable outlook is based on Moody's projection that financial
performance, supported by an increase in the Basic Allowance for
Housing (BAH), will be maintained for 2014.

What Could Change the Rating Up

-- Strengthening rental revenues which lead to higher debt
    service coverage for several reporting periods

What Could Change the Rating Down

-- Any material decreases in the amount of monies in the
    project's Construction Fund that are available to pay debt
    service

-- Drop in occupancy rates or rental revenue due to continued
    decline in market position or changes in troop populations at
    one or more of the project's bases


ST. VINCENT'S: Solo Practitioner Stuck with $83,100 in Sanctions
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a lawyer practicing by herself was saddled with
$83,100 in sanctions for violating an injunction in a confirmed
Chapter 11 plan.

According to the report, U.S. District Judge P. Kevin Castel in
New York upheld 99.5 percent of the sanctions imposed in March by
Chief Bankruptcy Judge Cecelia Morris on the lawyer, Sheryl
Menkes, who said she was "a sole practitioner who is unable to
pay."  After the confirmation of the liquidating Chapter 11 plan
for St. Vincent's hospital in Manhattan, Menkes filed a lawsuit
against the hospital in state court, saying she intended to
recover from insurance, the report related.  Her client, given
notice of the Chapter 11 proceedings, hadn't filed a claim in
bankruptcy, the report said.

The appeal in district court is Garvy v. Davis (In re St.
Vincent's Catholic Medical Centers of New York), 14-3293, U.S.
District Court, Southern District of New York (Manhattan).

                        About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of $348
million against debts totaling $1.09 billion in the new petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


STANFORD GROUP: Ponzi Victims Have No SIPC Insurance
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that victims of the R. Allen Stanford Ponzi scheme aren't
entitled to recover their losses from the Securities Investor
Protection Corp., according to an opinion from the U.S. Court of
Appeals in Washington.  According to the report, the Securities
and Exchange Commission argued unsuccessfully that Stanford
victims were "customers" of a broker and thus eligible to recover
up to $500,000 each from SIPC, which was established by Congress
to cover some or all of the losses when a broker goes bankrupt.

The appeal is Securities and Exchange Commission v. Securities
Investor Protection Corp., 12-5286, U.S. Court of Appeals for the
District of Columbia Circuit (Washington).

                       About Stanford Group

The Stanford Financial Group was a privately held international
group of financial services companies controlled by Allen
Stanford, until it was seized by United States (U.S.) authorities
in early 2009.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
served more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, directs the Receiver to, among other things, take control
and possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The case in district court was Securities and Exchange Commission
v. Securities Investor Protection Corp., 11-mc-00678, U.S.
District Court, District of Columbia (Washington).

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not
guilty to 21 charges of multi-billion dollar fraud, money-
laundering and obstruction of justice.  Assistant Attorney
General Lanny Breuer, as cited by Agence France-Presse News, said
in a 57-page indictment that Mr. Stanford could face up to 250
years in prison if convicted on all charges.  Mr. Stanford
surrendered to U.S. authorities after a warrant was issued for
his arrest on the criminal charges.


STERLING TRUST: Could Face Default If Clippers Aren't Sold
----------------------------------------------------------
Sheila V. Kumar, writing for The Wall Street Journal, reported
that the family trust that owns the Los Angeles Clippers is in
danger of defaulting on hundreds of millions of dollars in loans
if a planned sale of the team doesn't go through, an executive
testified in a case over whether co-owner Donald Sterling can halt
the sale.  According to the report, the trust owes at least $480
million to three banks, said Darren Schield, chief financial
officer of Beverly Hills Properties, in Los Angeles Superior
Court.


SRAMPICKAL DEVELOPERS: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------------
Debtor: Srampickal Developers, LLC
           dba Thrift World
        2375 Welsh Road
        Philadelphia, PA 19114

Case No.: 14-16180

Chapter 11 Petition Date: August 1, 2014

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

Judge: Hon. Magdeline D. Coleman

Debtor's Counsel: Gary E. Thompson, Esq.
                  150 E. Swedesford Road, 1st Floor
                  Wayne, PA 19087
                  Tel: (610) 975-9737
                  Fax: (610)975-0826
                  Email: get24esq@aol.com

Total Assets: $1.52 million

Total Liabilities: $868,200

The petition was signed by Tyson Thomas, member.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/paeb14-16180.pdf


SWJ HOLDINGS: US Trustee Seeks Dismissal of Chapter 11 Case
-----------------------------------------------------------
William K. Harrington, the United States Trustee, moves for the
dismissal of the case of SWJ Holdings, LLC.  On February 25, 2014,
SWJ Holdings filed a voluntary chapter 11 case under the United
States Bankruptcy Court for the District of Delaware. The venue,
however, was transferred to the District of Connecticut.

According to the U.S. Trustee, the Debtor has failed to submit a
list of their 20 largest unsecured creditors; corporate ownership
statement; and statement of financial affairs. The Debtor has,
likewise, failed to appear at any of the four Section 341 meetings
with the creditors. In addition, the Debtor's counsel Bruce Duke,
Esq., has not filed any appearance before the District of
Connecticut. Further, the Debtor has failed to file the chapter 11
quarterly fees.

Thus, the U.S. Trustee requests that the Court enter an order to
dismiss the Debtor's case or, in the alternative, cure the
foregoing deficiencies.  Hearing on the U.S. Trustee's request is
scheduled to be held on August 19, 2014.

               About SWJ Holdings and SWJ Management

SWJ Holdings, LLC filed a Chapter 11 bankruptcy petition (Bankr.
D. Del. Case No. 14-10376) on Feb. 25, 2014, estimating $10
million to $50 million in assets and less than $10 million in
liabilities.

A related entity -- SWJ Management, LLC -- filed for Chapter 11
protection (Bankr. D. Del. Case No. 14-10460) on March 3, 2014.
It estimated $10 million to $50 million in assets and $1 million
to $10 million in liabilities.  Delaware Bankruptcy Judge
Christopher S. Sontchi was assigned to the cases.

Bruce Duke, Esq., in Mount Laurel, New Jersey, serves as counsel
to the Debtors.

The Chapter 11 plan and disclosure statement are due July 1, 2014,
according to the case docket.

The petitions were signed by Richard Annunziata as managing
member.


TACTICAL INTERMEDIATE: Court Sets Sept. 5 as Claims Bar Date
------------------------------------------------------------
Tactical Intermediate Holdings Inc., seeks to establish a claim
process by setting deadlines by which certain creditors will be
required to file written proof of their claims.

The Debtors anticipate that there may be thousands of potential
holders of claims in the Chapter 11 cases.  The Debtors are
currently engaged in two separate sale processes and will soon
have liquidated the majority of their assets.

The Debtors believe that clearly established procedures for the
filing of claims against them will limit confusion on the part of
the holders of claims and result in an efficient claims
reconciliation and resolution process.

The Court, accordingly, granted the Debtors' request, holding that
proofs of claim of (i) any person or entity must be filed on or
before September 5, 2014; and (ii) government units must be filed
on or before January 5, 2015.

                 About Tactical Intermediate

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

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

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

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

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

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

Massif Apparel Enterprises LLC, the entity formed by Sun Capital
Partners Group V LLC, to serve as stalking horse bid for Massif's
assets, is represented by Corey Fox, Esq., Brad Weiland, Esq., and
Gregory F. Fesce, Esq., at Kirkland & Ellis LLP.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
three members to serve in the official committee of unsecured
creditors in the Chapter 11 cases of Tactical Intermediate
Holdings, Inc., et al.


TELEXFREE LLC: Was 'Classic' Ponzi Scheme, Chapter 11 Trustee Says
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TelexFree LLC was "engaged in a Ponzi or pyramid
scheme," not a legitimate business selling Internet phone service,
according to Stephen B. Darr, the Chapter 11 trustee who ousted
company managers in May.

According to the report, in the civil action against TelexFree in
U.S. District Court in Massachusetts, brought by the Securities
and Exchange Commission, Darr said the business was a "classic
Ponzi/pyramid scheme" because early investors were paid "from the
money received from the later investors."  The SEC is allowing
Darr to assume principal responsibility for collecting assets for
distribution to victims of the alleged scheme, the report related.

The SEC's injunction action is Securities and Exchange Commission
v. TelexFree Inc., 14-cv-11858, U.S. District Court, District of
Massachusetts (Worcester).

                         About TelexFREE

TelexFREE -- http://www.TelexFREE.com-- is a telecommunications
business that uses multi-level marketing to assist in the
distribution of voice over internet protocol telephone services.
TelexFREE's retail VoIP product, 99TelexFREE, allows for unlimited
international calling to seventy countries for a flat monthly rate
of $49.90.  TelexFREE has over 700,000 associates or promoters
worldwide.

The company believes the sales of the 99TelexFREE product, the
TelexFREE "app," and other new products will ultimately prove
successful and profitable.  The company is struggling, however,
with several factors that required it to seek chapter 11
protection.  First, the Company experienced exponential growth in
revenue between 2012 and 2013 (from de minimus amounts to over
$1 billion), which put tremendous pressure on the Company's
financial, operational and management systems.  Second, although
the company revised its original compensation plan to promoters in
order to address certain questions that were raised regarding such
plan, the company believes that the plans need to be further
revised.  Finally, the trailing liabilities arising from the
original compensation plan are difficult to quantify and have
resulted in substantial asserted liabilities against the company,
a number of which may not be valid.

TelexFREE LLC and two affiliates sought bankruptcy protection
(Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014.

Alvarez & Marsal North America, LLC is serving as restructuring
advisor and Greenberg Traurig, LLP and Gordon Silver are serving
as legal advisors to TelexFREE.  Kurtzman Carson Consultants LLC
serves as claims and noticing agent.

TelexFREE, LLC, estimated $50 million to $100 million in assets
and $100 million to $500 million in liabilities.

TelexFREE is facing accusations of operating a $1 billion-plus
pyramid scheme.

In May, the Court approved the motion by the U.S. Securities &
Exchange Commission to transfer the venue of the Debtors' cases to
the U.S. Bankruptcy Court, District of Massachusetts (Bankr. D.
Mass. Case Nos. 14-40987, 14-40988 and 14-40989).  The Court
entered an order in relation to the venue transfer stating that
the cases remain jointly administered, and KCC will continue to
serve as claims processing agent.

The Debtors had opposed to the motion, stating that while the SEC
contends that the Massachusetts Bankruptcy Court is more
convenient for the SEC, the SEC has failed entirely to meet its
burden to show that the Massachusetts Bankruptcy Court is better
than the Nevada Bankruptcy Court for administration of the Chapter
11 Cases.  The Debtors chose the Nevada Bankruptcy Court because,
inter alia, TelexFREE Nevada, a Nevada entity, is a counter-party
to more than 700,000 contracts governed by Nevada law.


TITAN INTERNATIONAL: Moody's Affirms 'B1' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Titan
International, Inc. including its B1 Corporate Family Rating
("CFR") and B1-PD Probability of Default Ratings. Concurrently,
the rating on the company's senior secured notes due 2020 was
affirmed at B1. The company's outlook was changed to negative due
to its weaker than expected operating performance during the first
half of 2014 and expectation that credit metrics will not improve
meaningfully from current levels over the near-term. The company
has cited lower demand for its mining tires and larger products in
its agricultural segment as the primary factors contributing to
the lower than expected operating performance. Titan's speculative
grade liquidity rating was affirmed at SGL-2 denoting a good
liquidity profile.

The following ratings were affirmed:

  Corporate Family Rating, at B1

  Probability of Default Rating, at B1-PD

  $400 million senior secured notes due 2020, at B1 (LGD-3)

  Speculative Grade Liquidity Rating, at SGL-2

  Outlook, changed to negative from stable

Ratings Rationale

The change in outlook to negative from stable was based on lower
than expected operating results during the cyclical downturn in
the company's primary end-markets that, together with acquisition
integration related costs, have translated into credit metrics
that are currently soft for the rating category. In May 2014, in
line with the company's weaker than anticipated operating
performance, the company recorded a goodwill and asset impairment
charge totaling $34.8 million related to its mining business.
Despite Titan's financially conservative profile in the management
of its debt structure over recent periods including financing
bolt-on acquisitions with cash balances and paying down a
meaningful amount of short-term debt associated with the Titan
Europe acquisition, credit metrics have weakened significantly in
recent periods.

Titan's B1 CFR reflects the company's high leverage, moderate
revenue scale versus competitors, highly cyclical nature of its
end-markets and integration risk related to its rapid global
geographic expansion. Credit metrics have come under pressure due
to lower demand in its primary end-markets combined with a product
mix that commands lower margins, negative changes in commodity
prices as well as acquisition-related costs. However, Moody's
continues to believe that the company's credit profile at the B1
rating level can withstand a moderate degree of earnings
volatility. The ratings incorporate the expectation that the
company will maintain a good liquidity profile during the current
cyclical downturn in its end- markets while conservatively
managing its capital structure. Of note, the company has taken a
number of actions to reduce costs and better align its business
with current industry conditions and revenue levels including
reducing headcount at some of its main facilities. Although
Moody's notes that the larger scale/diversity obtained from the
company's wider global footprint is a positive long-term
consideration, the near-term challenges associated with
integrating these acquisitions is also considered in the ratings.

The company's speculative grade liquidity rating of SGL-2 was also
affirmed. The SGL rating continues to be supported by the
company's healthy cash balances, expectation of continued annual
positive cash flow generation (before capital expenditures) and
availability under its undrawn $150 million asset-based credit
facility due December 2017. The company does not have ongoing
financial maintenance covenants as part of its asset-based
facility.

The negative outlook reflects the level of uncertainty as to the
degree of improvement anticipated in the company's operating
results over the intermediate term and lower demand in certain of
its primary end-markets.

The ratings could be downgraded if the company's liquidity or
operating performance substantially deteriorates and/or the
company shifts to a less conservative financial policy including
completing meaningful debt-financed acquisitions or initiating
share repurchases/dividends such that total debt/EBITDA is
expected to be sustained at over 5.0 times or EBITDA/interest at
or below 2.0 times.

The ratings could be upgraded if the company demonstrates the
ability to effectively integrate recent and planned acquisitions
and if Moody's comes to expect that debt/EBITDA will meaningfully
improve to below 3.0 times and free cash flow to debt of above 8%
through economic cycles.


TRULAND GROUP: Files for Chapter 7 in Alexandria, Va.
-----------------------------------------------------
Several entities affiliated with The Truland Group filed for
Chapter 7 bankruptcy on July 23, in U.S. Bankruptcy Court in
Alexandria, Virginia.  The Debtors are represented by Stephen E.
Leach, Esq. (Tel: 703-584-8900) as counsel.

The filing entities are:

   Debtor Entity                                   Case No.
   -------------                                   --------
The Truland Group Inc.                             14-12766
1900 Oracle Way, Suite 700, Reston, Va. 20190
  Assets: Not disclosed
  Liabilities: Not disclosed

Truland Systems Corp.                              14-12767
  Assets: $10,00,001 to $50,000,000
  Liabilities: $10,000,001 to $50,000,000

Blumenthal Kahn Truland Electric LLC               14-17269
  Assets: $1,000,001 to $10,000,000
  Liabilities: $10,000,0001 to $50,000,000

TECH Inc.                                          14-12770
  Assets: $500,001 to $1,000,000
  Liabilities: $10,000,001 to $50,000,000

The Truland Group of Companies Corp.               14-12771
  Assets: $10,000,001 to $50,000,000
  Liabilities: $10,000,001 to $50,000,000

Snowden River Corp.                                14-12772
  Assets: $500,001 to $1,000,000
  Liabilities: $10,000,001 to $50,000,000

Truland Service Corp.                              14-12773
  Assets: $1,000,001 to $10,000,000
  Liabilites: $10,000,001 to $50,000,000

Truland Walker Seal Transportation Inc.            14-12774
  Assets: $10,000,001 to $50,000,000
  Liabilities: $10,000,001 to $100,000,000

Northside Truland Electric LLC                     14-12775
  Assets: $1,000,001 to $10,000,000
  Liabilites: $10,000,001 to $50,000,000

Truland Group Inc. designs and installs electrical infrastructure.
The entities sought Chapter 7 protection after halting operations,
according to a report by Daily Bankruptcy Review.


VERTELLUS SPECIALTIES: Moody's Hikes Corp. Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service upgraded Vertellus Specialties Inc.'s
corporate family rating (CFR) to B3 from Caa1 following the
proposed refinancing of its capital structure. Moody's assigned a
B3 rating to its new $335 million senior secured first lien
facilities due 2021 and a Caa2 rating to its new $85 million
senior secured second lien facilities due 2022. The existing $100
million ABL will be extended to 2019. The CFR upgrade reflects
continued improvements in operating performance, expected cost
reductions from restructuring, and favorable terms in the new
facility, which meaningfully lowers interest expenses. The new
senior secured term loans will be used to repay the existing $345
million senior notes, whose rating will be withdrawn upon funding
of the new debt in October 2014. The outlook is stable.

"Vertellus will realize cost savings through the proposed
refinancing and the closure of the Antwerp plant earlier in 2014,
which will meaningfully improve credit metrics and liquidity,"
said Lori Harris, an Analyst at Moody's.

Ratings Rationale

Vertellus' B3 CFR reflects its elevated leverage, relatively small
size, exposure to volatile raw materials costs, competitive
pressure in several markets, limited visibility on new capacity
additions in Asia, and spending on legal / environmental
settlements. Vertellus will benefit from a reduced cost structure
(Antwerp plant closure) and a significant reduction in interests
costs, which will greatly improve cash flows and allow the company
to delever. Pro forma for the refinancing and Antwerp plant
closure leverage improves to 6.3x (at June 30, 2014) and Retained
cash flow rises to 6%.

Benefiting the company are its position as a diversified business
of niche chemistries as well as leading market positions in
pyridines and vitamin B3. The completion of a majority of planned
growth spending has improved Vertellus' free cash flow generation
and its liquidity position. The better raw materials pricing
environment and protective 5 year tariff on pyridine imports in
China has also helped margins recently. Vertellus' decision to
idle its high cost Antwerp facility will generate meaningful
savings, but ongoing restructuring costs will partially offset the
benefit of these recent actions.

The company's proposed capital structure will reduce interest
expense by roughly $12 million per year and the term loans will
contain a 50% cash flow sweep (with step-downs), supporting the
expectation for deleveraging over time. The agreements will have
no financial covenants and will provide for an incremental $55
million on the first lien for a possible acquisition, as well as
accordion features for an incremental $100 million on both the
first and second lien term loans.

(All ratios include Moody's Standard adjustments which add $21
million for Pension obligations and $31 million for the
capitalization of operating leases, these adjustments also
favorably impact EBITDA by $2 million and $5 million
respectively.)

Ratings Upgraded:

Vertellus Specialties Inc.

  Corporate Family Rating -- B3

  Probability of Default Rating -- B3-PD

  $100 million Asset Based Revolving Credit Facilities due 2019
  -- to Ba3 LGD1 from B1 LGD1

Ratings Assigned:

Vertellus Specialties Inc.

  $335 million Senior Secured First Lien Term Loan due 2021 -- B3
  LGD3

  $85 million Senior Secured Second Lien Term Loan due 2022 --
  Caa2 LGD5

Ratings Unchanged:

  $345 million Senior Secured Notes due October 1, 2015 -- Caa1
  LGD4 *

Outlook - Stable

* Rating to be withdrawn upon completion of the refinancing.

The Senior Secured Notes are callable at par on October 1, 2014;
proceeds will be held in escrow at a bond trustee until
redemption.

The stable outlook reflects the reduced costs following the idling
of the Antwerp facility, the lower interest expenses following the
debt refinancing, and the benefits of the Chinese tariffs which
started in the fourth quarter of 2013. The outlook also
anticipates a continuation of favorable operating results from
improved volumes, reduced capex, a benign raw materials
environment and the avoidance of operational problems similar to
those that adversely impacted first quarter 2014 results. While an
upgrade is less likely at this time, if Vertellus reduces debt and
decreases leverage sustainably below 5x, Moody's would consider a
positive ratings action. Conversely, if Vertellus' available
liquidity (cash and revolver availability) were to drop below $30
million, if leverage were to sustainably exceed 6.5x, or if free
cash flow is consistently negative, the rating or outlook could be
lowered.

The company's adequate liquidity is supported mainly by its $100
million ABL revolver which is being amended and extended to mature
in 2019. The 5 year ABL revolver is regularly used to fund working
capital and capex and could be used to support acquisitions. As of
June 30, 2014 there was $24 million in availability under the ABL
facility on a borrowing base of $89.8 million; following the
proposed refinancing $22.3 million will be drawn under the
revolver. Modest cash balances of less than $10 million also
support liquidity.

The ABL facility is secured on a first priority basis by accounts
receivable and inventory and on a second priority basis by
property, plants, and equipment. We expect that Vertellus will not
exceed the ABL revolver's 85% borrowing level during 2014 or 2015.
If the 85% borrowing level is exceeded, and if the company does
not maintain an average fixed charge coverage ratio of more than
1.10 to 1.0 (over the last 4 quarters), an event of default would
occur. The Fixed Charge Coverage Ratio is a ratio of adjusted
EBITDA less unfunded capital expenditures to the total of interest
payments plus cash taxes and management fees per GAAP. Moody's
expects Vertellus to easily comply with covenants through 2015.

Vertellus' proposed $335 million first lien term loan and $85
million second lien term loan have 7 year and 8 year maturities,
respectively. There is a $55 million add-on facility in the first
lien which, if drawn, will be used for an acquisition. The new
term loans contain no financial covenants and both the first and
second liens contain $100 million accordion features. There is a
50% cash flow sweep on the term loans with step-downs to 25% and
0% at certain leverage metrics.

Vertellus is expected to keep capex below $20 million annually,
which incorporates some growth capital expenditures through 2015,
but is much lower than the capex spent in 2011 and 2012 on the
Indianapolis expansions.

Vertellus Specialties Inc. (Vertellus), a private company
controlled by private equity firm Wind Point Partners, is a
leading global manufacturer of pyridine and picoline derivative
chemicals and producer of renewable chemistries for plastics and
coatings, high performance additives for medical and plastics
applications, and complex intermediates for pharmaceutical and
agriculture customers. Vertellus offers a broad array of products
to a diverse range of customers in seven target markets:
agricultural, nutrition, personal care, industrial specialties,
polymers and plastics, pharmaceutical and medical, and coatings,
adhesives, sealants and elastomers. Headquartered in Indianapolis,
Indiana, the company has operating facilities in the U.S., the
United Kingdom, Belgium, India and China. Revenues for the last
twelve months ended June 30, 2014 were $599 million.

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.


VIAWEST INC: Moody's Affirms 'B2' Corp. Family Rating
-----------------------------------------------------
Moody's Investors Service has changed the outlook of ViaWest, Inc.
to stable from negative following the company's July 31st
announcement that Shaw Communications Inc. ("Shaw") (Baa3, stable)
has entered an agreement to acquire 100% interest in the company
for an enterprise value of $1.2 billion. The outlook revision
reflects Shaw's strong credit profile and sponsorship and, with
the transition to a strategic from a private equity owner, a much-
reduced potential of increased leverage to support shareholder
return initiatives. Although ViaWest is being acquired by an
investment-grade company, Moody's believes that ViaWest's debt
will remain non-recourse to Shaw and ViaWest is likely to operate
as an independent subsidiary. As part of the rating action,
Moody's has affirmed the company's B2 Corporate Family Rating, B3-
PD Probability of Default Rating and B2 rating on the senior
secured credit facilities. The transaction is expected to close in
September 2014, subject to US regulatory approval.

Issuer: ViaWest, Inc.

Outlook Actions:

Issuer: ViaWest, Inc.

Outlook, Changed To Stable From Negative

Affirmations:

Issuer: ViaWest, Inc.

Probability of Default Rating, Affirmed B3-PD

Corporate Family Rating, Affirmed B2

Senior Secured Bank Credit Facility, Affirmed B2 (LGD3)

Ratings Rationale

ViaWest's B2 rating reflects its small scale, weak free cash flow
profile and high capital intensity, which could require the
company to continue to take on additional debt. These limiting
factors are offset by Viawest's stable base of contracted
recurring revenues, its position in smaller markets with less
intense competitive dynamics and the currently strong market
demand for colocation services.

Moody's expects ViaWest to have adequate liquidity over the next
twelve months. Moody's project ViaWest will consume cash over the
next 12-18 months and, due to high capital intensity, expects the
company to rely heavily upon its revolver to meet its cash
obligations. Moody's anticipates that ViaWest will need to tap on
the revolver from time to time to backstop working capital swings
and fund its aggressive capital program. The company had $10
million of cash on hand at the end of Q1 2014.

The ratings for the debt instruments reflect both the overall
probability of default of ViaWest to which Moody's has assigned a
probability of default rating (PDR) of B3-PD, and individual loss
given default assessments. The senior secured credit facilities
are rated B2 (LGD3-34%), in line with the CFR given the all senior
secured debt structure.

The stable outlook reflects Moody's view that ViaWest will
continue to maintain strong revenue and EBITDA growth over the
next 12 to 18 months while maintaining adequate liquidity.

Moody's could consider a ratings upgrade if the company generated
positive free cash flow equal to approximately 10% of debt and
leverage were to fall below 4x (both on a Moody's adjusted and
sustained basis). However, because of the high leverage and weak
cash flow profile, a ratings upgrade is unlikely at this time.

Downward rating pressure could develop if liquidity becomes
strained, if revenue growth does not accelerate or if Moody's
adjusted leverage is not on track to fall towards 5x (Moody's
adjusted) by early 2015.

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

Headquartered in Greenwood Village, Colorado, ViaWest, Inc.
("ViaWest" or "the company"), a subsidiary of RNB Communications,
Inc. is a provider of data center and managed services. The
company currently operates in 8 markets across the United States.


WILLIAM LYON: Moody's Affirms 'B3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed William Lyon Homes, Inc.'s
("William Lyon Homes") B3 Corporate Family and B3-PD Probability
of Default Ratings. Moody's also assigned B3 ratings to the
company's proposed $250 million senior unsecured notes due 2022
and its proposed $50 million add-on senior unsecured notes due
2019. Proceeds from the note offerings, along with a combination
of cash and other committed facilities are expected to be used to
finance the $520 million acquisition of Polygon Northwest, LLC
("Polygon"), a large private homebuilder in the Pacific Northwest.
The proposed notes due 2022 will be initially issued by WLH PNW
Finance Corp., a wholly-owned subsidiary of William Lyon Homes, a
Delaware corporation, but will become obligations of William Lyon
Homes, Inc. after the company satisfies several conditions related
to the consummation of the proposed acquisition. In a related
action, Moody's affirmed the B3 ratings on the company's existing
senior unsecured notes as well as the SGL-3 speculative grade
liquidity rating. The rating outlook remains stable.

The following ratings were affected by this rating action:

William Lyon Homes, Inc.

B3 Corporate Family Rating affirmed;

B3-PD Probability of Default Rating affirmed;

B3 (LGD4) rating on existing $575 million senior unsecured notes
due 2019 and 2020 affirmed;

B3 (LGD4) rating assigned to $50 million add-on senior unsecured
notes due 2019;

SGL-3 Speculative Grade Liquidity Rating affirmed

WLH PNW Finance Corp.

B3 (LGD4) rating assigned to $250 million proposed senior
unsecured notes due 2022;

Rating Rationale

William Lyon Homes' B3 corporate family rating reflects the
company's small size and scale despite its rapid growth during
2014 as well as its elevated pro forma adjusted debt leverage of
69% and gross margins that are expected to decline. The company's
geographic diversity also remains limited, even with the expansion
into the Pacific Northwest through the Polygon acquisition. In
addition, the rating takes into consideration Moody's expectation
that cash flow from operations will remain negative well into
2015. Counterbalancing these risk factors are William Lyon Homes'
strong momentum and respectable market shares, reputation
(particularly in California), and healthy land supply. In
addition, the company will benefit from the entry into Seattle, WA
and Portland, OR, two high growth markets where Polygon has
leading market shares, a well-established brand name, and solid
land positions in land-constrained areas.

The SGL-3 speculative grade liquidity assessment reflects the
company's adequate liquidity, supported by a pro forma cash
balance of about $83 million as of March 31, 2014, approximately
$46 million available under its senior unsecured revolving credit
facility due 2016 (net of its approximately $4 million of
outstanding letters of credit), and the absence of significant
debt maturities until 2019. At the same time, negative cash flow
generation and financial maintenance covenants in the company's
revolving credit facility, including debt leverage, tangible net
worth, and interest coverage or liquidity tests, constrain its
liquidity position.

The stable outlook reflects Moody's expectation that most of
William Lyon Homes' credit metrics will continue to improve
consistently.

The B3 rating assigned to the proposed notes is the same as the
ratings on William Lyon Homes' existing senior notes. Given the
small amount of secured debt in the company's capital structure,
the ratings on the existing and proposed notes are in line with
the corporate family rating

Positive rating actions may be taken if the company increases its
size, scale, and diversity, demonstrates healthy top line growth,
and generates strong net income. GAAP gross margins sustained
above 20%, adjusted debt leverage in the low 50% range, or an
improved liquidity profile could also lend support to an upgrade
or change in outlook.

Net worth deterioration or adjusted debt leverage sustained above
65%, significant negative cash flow generation, or a weakening in
liquidity could pressure the ratings.

The principal methodology used in this rating was the Global
Homebuilding Industry published in March 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.

Established in 1956 and headquartered in Newport Beach,
California, William Lyon Homes, Inc. designs, builds, and sells
single family detached and attached homes in California, Arizona.
Nevada and Colorado (the latter under the Village Homes brand).
The company will expand into Washington and Oregon through the
proposed acquisition of Polygon Northwest, LLC. Consolidated
revenue and net income for the 12 months ended March 31, 2014 were
approximately $642 million and $140 million, respectively. Polygon
generated $290 million in revenues and $57 million of net income
in 2013.


WITHOUT WALLS: Confirms Chapter 11 Plan
---------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Without Walls International Church Inc. a non-
denominational Christian church in Tampa, Florida, won approval of
a Chapter 11 plan and will sell its two campuses.

According to the report, the plan reflects a settlement with the
principal creditor, the Evangelical Christian Credit Union, which
holds more than 90 percent in dollar amount of claims against the
church, according to court papers.  The plan provides for general
unsecured creditors to share $90,000 paid in quarterly
installments over three years, the report related.

Without Walls International Church filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 14-02567) on March 5, owing
$29 million to the Evangelical Christian Credit Union in Brea,
Calif.  Judge Michael G. Williamson presides over the case.  In
its bankruptcy petition, the church estimated $10 million to $50
million in liabilities and assets.

Without Walls International is represented by Elena P. Ketchum,
Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Florida.


XTREME POWER: Hires Wenmohs Group as Accounting Services Provider
-----------------------------------------------------------------
Xtreme Power Systems, LLC and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Western
District of Texas to employ The Wenmohs Group to analyze and
prepare tax returns and other related accounting services, and to
approve payment of fees in the ordinary course of business.

The Debtors need the services of a professional tax preparer for
its federal income tax returns, state franchise tax returns, and
other potential issues related to its bankruptcy case, including
the tax effect of the sales of their assets, confirmation of a
plan, and the contemplated liquidating trust.

The hourly rate of Wenmohs Group's staff on these matters is $175.

The fees for this engagement are estimated to be:

   * 2013 Form 1120, US Corporation Income Tax Return --
     $7,000 per return;

   * 2013 State Corporate Income (Franchise) Tax Returns -- $600
     per return;

   * Assistance with tax issues related to bankruptcy and sale --
     $175 per hour;

   * 2014 Form 1120, US Corporation Income Tax Return -- $7,000
     per return; and

   * 2014 State Corporate Income (Franchise) Tax Returns -- $600
     per return.

Wenmohs Group expects to bill the Debtors 50% when work commences
and 50% upon completion, payable upon receipt of invoice.

Will Wenmohs, principal of Wenmohs Group, 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.

Wenmohs Group can be reached at:

       Will Wenmohs
       THE WENMOHS GROUP
       5000 Plaza on the Lake, Suite 130
       Austin, TX 78746
       Tel: (512) 657-6256

                       About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.  Judge Christopher H. Mott presides over
the case.  The Debtor is represented by Shelby A. Jordan, Esq., at
Jordan, Hyden, Womble, Culbreth & Holzer, P.C.  The Debtors tapped
Baker Botts L.L.P. as special counsel, and Gordian Group, LLC, as
investment banker and financial advisor.

Debtor Power Inc. scheduled $7,004,915 in total assets and
$65,743,283 in total liabilities.  Debtor Power Grove scheduled
$5,179,692 in total assets and $31,882,277 in total liabilities.
Power Systems scheduled $4,303,921 in total assets and $87,666,873
in total liabilities.

The Creditors' Committee is represented by Eric J. Taube, Esq.,
Mark C. Taylor, Esq., and Morris D. Weiss, Esq., at Hohmann, Taube
& Summers, LLP, in Austin, Texas.

                           *     *     *

Judge H. Christopher Mott on April 11, 2014, authorized Xtreme
Power, Inc., et al., to sell substantially all of their assets to
Younicos, Inc., for $14 million.  The Court also authorized the
sale of certain assets free and clear of encumbrances to First
Wind Holdings, LLC, for approximately $110,400.

The Debtors initially intended to sell their assets to Horizon
Technology Finance Corporation under a credit of the Debtors' pre-
and postpetition financing up to $2.5 million.  At an auction, the
Debtors declared Shared Investments VI Inc. as the successful
bidder with a $12 million bid but the Court reopened the auction
and allowed Younicos to bid, with Younicos emerging as the highest
bidder at an auction, besting Shared Investments.  Shared
Investments filed a motion for reconsideration, which was objected
to by the Official Committee of Unsecured Creditors.  The motion
for reconsideration was denied by the Court.

Younicos is represented by John Simon, Esq., and Omar Lucia, Esq.,
at Foley & Lardner LLP, in Detroit, Michigan.

Shared Investments is represented by Sabrina L. Streusand, Esq.,
and Richard D. Villa, Esq., at Streusand, Landon & Ozburn, LLP, in
Austin, Texas.

Horizon Technology is represented by A. Lee Hogewood, III, Esq.,
at K&L Gates LLP, in Raleigh, North Carolina.


YMCA OF METROPOLITAN: Provides Update on Restructuring Plan
-----------------------------------------------------------
The YMCA of Metropolitan Milwaukee provided on Aug. 1 a number of
updates related to its comprehensive restructuring plan.
Announced on June 4, 2014, this restructuring plan calls for the
organization to establish an urban Milwaukee Y comprised of
centers within (or very close to) the city of Milwaukee, while
selling the majority of its owned real estate assets in order to
pay down debt.  The YMCA of Metropolitan Milwaukee also filed for
relief and is operating under the protections afforded to it by
the United States Bankruptcy Code.

"From the beginning, our objective has been to establish a
sustainable financial and operating platform while preserving the
Y's mission and continuing to best serve our shared community,"
said Julie Tolan, President and Chief Executive Officer of the
YMCA of Metropolitan Milwaukee.  "While this process is
undoubtedly difficult, we are so very grateful for the remarkable
support we have received from our employees, members, benefactors,
neighboring Y's and community leaders throughout southeastern
Wisconsin who share our belief that the Y matters and is worth
saving."

Specific updates of note include:

Continuation of Normal Business Operations:

All operations at the YMCA of Metropolitan Milwaukee's centers and
camps has continued uninterrupted.  This includes the payment of
employee wages and benefits as well as supplier invoices for post-
petition goods and services.

Sale of Southwest, Tri-County and West Suburban YMCAs

The YMCA of Metropolitan Milwaukee has received a formal offer to
purchase the Southwest, Tri-County and West Suburban YMCAs from
the YMCA of Central Waukesha County.  This offer -- which includes
an agreement to honor the terms of all existing membership
contracts and an agreement to retain substantially all existing
employees -- was submitted on July 31 to the United States
Bankruptcy Court for the Eastern District of Wisconsin, along with
a request for a hearing to approve the offers by mid-September.

"Serving approximately 200,000 members combined, all of
Southeastern Wisconsin will benefit from a strong, healthy
regional network of YMCAs," said Chris Becker, Chief Executive
Officer of the YMCA of Central Waukesha County.  "Our shared
mission of youth development, healthy living and social
responsibility has lasting relevance, and we are proud to do our
part to ensure even more members of our community have the chance
to benefit from all the Y has to offer.  This includes significant
reinvestment in these three facilities and equipment that will
amount to over $2.0 million per year to ensure our Y's
consistently provide the highest level of programming and services
expected by our members and community partners."

"I am a strong believer in the Y and personally have seen the
impact the Y has on kids, families and communities," said
Agustin (Gus) Ramirez, Chairman of HUSCO and long-time President
of the Waukesha County YMCA Foundation.  "That is why I provided a
sizable contribution from the Ramirez Family Foundation to
facilitate the Waukesha YMCA's ability to finance the acquisition
of these three facilities.  If completed, this transaction will
allow both organization's to better leverage their collective
expertise and shared commitment to the Y's mission, ultimately
serving more families and communities in Southeastern Wisconsin."

Sale of Feith Family Ozaukee YMCA

The YMCA of Metropolitan Milwaukee has also received a formal
offer to purchase the Feith Family Ozaukee YMCA from the Kettle
Moraine YMCA.  This offer, which includes an agreement to honor
the terms of all existing membership contracts and an agreement to
retain substantially all existing employees, was also submitted
yesterday to the United States Bankruptcy Court for the Eastern
District of Wisconsin, along with a request for a hearing to
approve the offer by mid-September, with a closing date of
December 15, 2014.

"The Kettle Moraine YMCA Board of Directors is in support of
securing long-term financing to help fund the purchase of the
Feith Family Ozaukee YMCA.  In addition, already underway is a
capital campaign to help with the purchase and facility
improvements planned for the Feith Family YMCA," said Rob Johnson
Executive Director of the Kettle Moraine YMCA.  "Since announcing
our intent to acquire the Feith Family YMCA, the community support
has been tremendous.  In fact, local community leaders are
stepping up to help with the fundraising campaign to save the Y.
We are hopeful more community leaders will join this cause and
that we ultimately raise the necessary funds to complete this
transaction and continue the myriad of youth and adult programming
and services the Ozaukee community has long enjoyed.  The Kettle
Moraine Y is a leader in our local community in child care,
workplace wellness, chronic disease initiatives, and has co-
founded Washington County's health coalition.  We look forward to
bringing these initiatives and services to the Ozaukee County
communities."

"The Kettle Moraine YMCA is excited to see the local community
stepping up to help save the Feith Family Y through financial
support.  Several donors and volunteers will be out in the
community over the next 60 days to ensure that the necessary funds
are raised so that the Y in Ozaukee County can remain a non-
profit, family-centered organization available to all members of
the community," said Dr. Carey Cameron, Chief Volunteer Officer of
the Kettle Moraine YMCA Board of Directors and Family Medicine
Physician for Froedtert and the Medical College of Wisconsin
Community Physicians.

Future Use of the John C. Cudahy YMCA

The YMCA of Metropolitan Milwaukee has received a letter of intent
from Risen Savior Lutheran School to enter into a rental agreement
by which it would expand its operations to the current John C.
Cudahy YMCA campus during the school year.  With the YMCA of
Metropolitan continuing to run all summer programming -- including
the widely-respected Miracle League of Milwaukee -- the facility
will now be fully occupied year-round.  While this facility will
transition to focus exclusively on K4-8 education for the majority
of the year, the spirit and intention that this facility be a
vibrant place for learning and self improvement will remain
intact.  When final, this lease will be also be submitted to the
United States Bankruptcy Court for the Eastern District of
Wisconsin for approval.

Transition of South Shore YMCA and Camp Matawa

A number of hopeful discussions have been had with potential
operators of both the South Shore YMCA and Camp Matawa.  While the
YMCA of Metropolitan Milwaukee has nothing to disclose at this
time, it remains fully committed to working with all parties to
find long-term partners best suited to maximize the potential of
these facilities.

Sale of Downtown YMCA

The YMCA of Metropolitan Milwaukee is beginning to evaluate
alternative locations for the Downtown YMCA.  It is expected to
take at least a year to complete this process.  In the meantime,
the Y has received and is considering various offers to purchase
the existing downtown facility in the Plankinton Building,
although it has nothing formal to announce at this time.

                      About YMCA of Milwaukee

The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case
Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014.

YMCA Milwaukee, which has more than 100,000 members using its
centers and camps, plans to sell a majority of its owned real
estate to help pay down $29 million in debt.

YMCA Milwaukee estimated $10 million to $50 million in both assets
and liabilities.  YMCA Academy estimated $100,000 to $500,000 in
both assets and liabilities.  The formal schedules of assets and
liabilities are due June 18, 2014.

The Debtors are seeking joint administration of their Chapter 11
cases for procedural purposes.  The cases are assigned to Judge
Susan V. Kelley.

The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz,
Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel.


* Barclays and Deutsche Bank Helped Hedge Funds Skirt $6B in Taxes
------------------------------------------------------------------
The Washington Post reported that Barclays and Deutsche Bank
helped more than a dozen hedge funds avoid paying more than $6
billion in taxes on securities trades through the use of
structured financial products, according to a Senate report.  The
report from the Senate Permanent Subcommittee on Investigations
arrives as the Obama administration urges lawmakers to take action
to stop American companies from reincorporating overseas in order
to lower their tax bills, a practice known as tax inversion, the
report related.

Multinational corporations have become skilled at exploiting
loopholes to shift their tax burden to countries with lower rates
and hiding portions of their global profits from taxation, the
report further related.  The report shows that a number of firms
are also relying on Wall Street banks to execute transactions in a
way that allows them to circumvent federal taxes, the report said.


* Chase Can't Ditch Credit Reporting Suit Over Canceled Debts
-------------------------------------------------------------
Law360 reported that a New York bankruptcy judge refused to
dismiss a nationwide class action accusing Chase Bank USA NA of
enforcing discharged consumer debts by reporting they were still
collectible, ruling that the bank was required under U.S.
bankruptcy law to update the false information.  According to the
report, U.S. Bankruptcy Judge Robert Drain upheld a complaint
alleging Chase systematically breached the U.S. Bankruptcy Code by
failing to clean up inaccurate credit reports that labeled
consumers' prebankruptcy debts as "charged off" -- meaning
defaulted and unlikely to be collected -- to reflect that the
debts were subsequently canceled in bankruptcy.  The judge also
ruled that bankruptcy courts have the power to decide such
nationwide class actions, the report related.

The case is In Re: Rusty Haynes, case number 7:11-bk-23212, in the
U.S. Bankruptcy Court for the Southern District of New York.


* CitiMortgage Seeks $4.5-Mil. in Lawsuit Against Chicago Bankers
-----------------------------------------------------------------
Lisa Brown, writing for St. Louis Post-Dispatch, reported that
CitiMortgage is suing two Chicago bankers, Steve and John Calk,
alleging a mortgage bank that the brothers once operated had
provided inaccurate residential loan underwriting documents.
According to the report, CitiMortgage, which is based in O'Fallon,
Mo., is seeking more than $4.5 million in damages in the breach of
contract lawsuit filed in U.S. District Court in St. Louis.


* Ex-Jefferies Trader May Face Prison Decade for Bond Lies
----------------------------------------------------------
Chris Dolmetsch, writing for Bloomberg News, reported that
ex-Jefferies & Co. Managing Director Jesse Litvak, deemed an
"elite" fraudster by prosecutors for being the only person
convicted of fraud over a $20 billion government bailout program,
was sentenced to two years in prison for lying to customers about
mortgage-backed securities.  According to the report, Litvak, 39,
was found guilty of securities fraud and making false statements,
as well as fraud connected to the U.S. Treasury Department's
Troubled Asset Relief Program.

Defense lawyers successfully argued that their client deserved
less than the maximum 10-year sentence, or the nine years sought
by the government, by saying his fraud was less insidious than a
typical Ponzi scheme or "boiler room," the report related.

The case is U.S. v. Litvak, 13-cr-00019, U.S. District Court,
District of Connecticut (New Haven).


* Congress Is Split on Taxing of Corporate Inversions
-----------------------------------------------------
Kristina Peterson, writing for The Wall Street Journal, reported
that lawmakers widely concerned about the wave of companies
reincorporating overseas to avoid U.S. taxes split along partisan
lines over whether any legislation should take aim at businesses
that have already relocated.  According to the report, it is far
from clear that Congress will take any action in response to the
wave of mergers between U.S. and foreign firms, particularly in
the pharmaceutical industry. But the increasing use of the
practice, known as a corporate inversion, has triggered alarm on
Capitol Hill, the report related.


* In Subprime Bubble for Used Cars, Borrowers Pay Sky-High Rates
----------------------------------------------------------------
Jessica Silver-Greenberg and Michael Corkery, writing for The New
York Times' DealBook, reported that the surge in lending auto
loans from used-car dealers and the lack of caution resemble the
frenzied subprime mortgage market before its implosion set off the
2008 financial crisis.  According to the report, auto loans to
people with tarnished credit have risen more than 130 percent in
the five years since the immediate aftermath of the financial
crisis, with roughly one in four new auto loans last year going to
borrowers considered subprime -- people with credit scores at or
below 640.


* Moody's Moves Five Firms to Investment Grade in Q2 2014
---------------------------------------------------------
In 2014's second quarter, 12 companies underwent changes that
moved their ratings close to the line between speculative grade
and investment grade, or what Moody's Investors Service terms the
"crossover zone." Four are on an upward trajectory toward
investment-grade ratings, while eight moved toward speculative-
grade territory, according to the new report, "Potential Rising
Stars Up Sharply, but Still Dwarfed by Potential Fallen Angels."

The ratings of two new potential rising stars, Cimarex Energy and
Lufthansa, were moved to Ba1 positive due to their strong business
fundamentals, while those of Lafarge and REN - Redes Energeticas
Nacionais were put on review for upgrade due to a proposed M&A
transaction and a sovereign rating upgrade, respectively.

Eight companies entered the crossover zone as potential fallen
angels during the quarter, though 10 potential fallen angels left
it. The ratings outlook for Avon, Cliff Natural Resources,
Telephone and Data Systems and US Cellular went to negative from
stable due to changing business or industry fundamentals, while
Bright Food, Tyson and Energizer announced transactions that could
stress their credit profiles. Russian utility FGC UES, JSC was put
on review for downgrade.

The number of companies in the crossover zone increased by two
during the second quarter, Moody's says. There were 63 companies
in the zone at the end of June, compared with 61 at the end of
March and 72 a year earlier.

Moody's quarterly "Crossover Zone" reports analyze the movement of
global non-financial companies through the rating categories
closest to the line between investment grade and speculative
grade. To be in the zone, investment-grade companies rated Baa3
must be on review for downgrade or have a negative outlook, and
speculative-grade companies rated Ba1 must be on review for
upgrade or have a positive outlook.

"Most fallen angels pass through the crossover zone, but only half
of the rising stars do," says Vice President -- Senior Analyst,
Mark Stodden. Since 2009, some 79% of actual fallen angels passed
through the crossover zone before reaching speculative grade,
while only 21% skipped the zone and were downgraded to speculative
grade from Baa3 stable or higher. Further, of those 21%,
approximately three fourths of downgrades were event-driven or due
to sovereign rating changes. Over the same timeframe, only 54% of
actual rising stars passed through the zone.

North American companies represent the largest share of potential
fallen angels globally, at 48%, while the region including Europe,
the Middle East and Africa accounts for the most potential rising
stars, at 47%. By industry sector, potential fallen angels are
concentrated in the utilities and metals and mining sectors, while
there is no meaningful concentration to the upside.

"The ratio of potential fallen angels to potential rising stars is
currently 2.3x, suggesting there is more pressure for downward
rating migration to speculative grade than vice versa," Stodden
says. "This is down from last quarter's ratio of 3.1x and in line
with the three-year average, but remains far below the 10.3x
reached during the credit crisis, when a significant number of
companies lost their investment-grade ratings."


* Wall Street Adapts to New Regulatory Regime
---------------------------------------------
Victoria McGrane and Julie Steinberg, writing for The Wall Street
Journal, reported that four years after the Dodd-Frank financial
law became reality, Washington's regulatory machine is altering
Wall Street in fundamental ways.  According to the report, banks
are selling off profitable business lines, pulling back from the
short-term funding market, cutting ties with businesses that could
attract extra regulatory scrutiny, and building up defenses to
help weather future crises.  While profits are up as firms slash
costs and reduce funds set aside to cover future losses, their
traditional profit engine -- trading?is showing signs of weakening
as banks step away from some activity amid regulatory pressure,
the report related.


* Wall Street Cut from Guest List for Jackson Hole Fed Meeting
--------------------------------------------------------------
Simon Kennedy, writing for Bloomberg News, reported that as the
Federal Reserve Bank of Kansas City hosts this month's annual
gathering of central bankers in Wyoming, seasoned Fed watchers
from the financial markets, including the chief U.S. economists of
the biggest American banks, aren't being invited, according to
past participants.

According to the report, among those who didn't make the guest
list: Vincent Reinhart of Morgan Stanley, Jan Hatzius of Goldman
Sachs Group Inc., and Bank of America Corp.'s Ethan Harris.
Onetime conference regulars, including Mickey Levy of Blenheim
Capital Management LLC and Meredith Whitney of Kenbelle Capital
LP, also lose out, the report related.


* Bracewell & Giuliani Adds Energy, Finance Pro in Houston
----------------------------------------------------------
Bracewell & Giuliani LLP announced on July 21 that Michael E.
Niebruegge, Esq. -- michael.niebruegge@bgllp.com -- has joined the
firm as a partner in its Houston, Texas office. Niebruegge focuses
his law practice on corporate, finance, bankruptcy and workout
matters, primarily in the mining and energy industries. His wide-
ranging experience includes the representation of the leading
global credit providers and financial advisors to oil and gas
producers, refiners, midstream business, oil field service
providers, and businesses and corporations engaged principally in
service and extractive industries.

"I have known Mike for many years and respect him tremendously, he
is one of strongest finance partners in practice today," said Mark
C. Evans, managing partner. "I am extremely pleased that we are
adding Mike to our Houston team. I know he will be an asset to our
group and our clients."

"The opportunity to be a partner in a firm with such a broad and
deep energy practice is exciting," said Michael Niebruegge. "I
look forward to being a part of a team that provides prompt,
practical and sophisticated advice to our finance clients."

"Adding Mike to the firm allows us to add depth to our already
exceptional energy finance team," said G. Alan Rafte, co-head of
Bracewell's business and regulatory practice. "Mike is well-known
in the energy finance community and we are very fortunate to be
adding him to our team."

Niebruegge negotiates and documents secured lending transactions,
including mezzanine and second lien loans, syndicated loans,
project loans, securitizations, volumetric production payments,
net profits interests, and commodity agreements; negotiates and
documents debt restructurings; manages disputes among creditors
and debtors; and advises on lease acquisitions and sales, joint
operating agreements, and other energy contract issues. He
previously served as Vice President and General Counsel with the
Gulf Coast Royalty Company. From 1981 to 1982, Niebruegge held a
faculty appointment as a Lecturer in Business Law at Northwestern
University Law School.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                                Total
                                               Share-      Total
                                     Total   Holders'    Working
                                    Assets     Equity    Capital
  Company          Ticker             ($MM)      ($MM)      ($MM)
  -------          ------           ------   --------    -------
ABSOLUTE SOFTWRE   OU1 GR            118.9       (8.4)       1.0
ABSOLUTE SOFTWRE   ALSWF US          118.9       (8.4)       1.0
ABSOLUTE SOFTWRE   ABT CN            118.9       (8.4)       1.0
ACHAOGEN INC       AKAO US            13.8       (0.0)       2.1
ACTINIUM PHARMAC   ATNM US             6.6      (13.5)     (13.5)
ADVANCED EMISSIO   ADES US           106.4      (46.1)     (15.3)
ADVANCED EMISSIO   OXQ1 GR           106.4      (46.1)     (15.3)
ADVENT SOFTWARE    ADVS US           452.2      (86.0)     (99.3)
ADVENT SOFTWARE    AXQ GR            452.2      (86.0)     (99.3)
AEMETIS INC        DW51 GR            99.4       (4.2)     (14.6)
AEMETIS INC        AMTX US            99.4       (4.2)     (14.6)
AEROHIVE NETWORK   2NW GR             69.1       (5.2)      26.7
AEROHIVE NETWORK   HIVE US            69.1       (5.2)      26.7
AIR CANADA-CL A    AC/A CN         9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A    AIDIF US        9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A    ADH TH          9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A    ADH GR          9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL B    AC/B CN         9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL B    AIDEF US        9,964.0   (1,947.0)    (185.0)
ALDER BIOPHARMAC   ALDR1EUR EU        16.6      (37.2)      (8.4)
ALDER BIOPHARMAC   3A9 GR             16.6      (37.2)      (8.4)
ALDER BIOPHARMAC   ALDR US            16.6      (37.2)      (8.4)
ALLIANCE HEALTHC   AIQ US            465.3     (136.6)      59.5
AMC NETWORKS-A     AMCX US         3,484.7     (478.3)     642.3
AMC NETWORKS-A     9AC GR          3,484.7     (478.3)     642.3
AMER RESTAUR-LP    ICTPU US           33.5       (4.0)      (6.2)
AMYLIN PHARMACEU   AMLN US         1,998.7      (42.4)     263.0
AMYRIS INC         AMRS US           236.8     (112.5)      33.5
ANGIE'S LIST INC   ANGI US           128.4      (36.6)     (54.9)
ANGIE'S LIST INC   8AL GR            128.4      (36.6)     (54.9)
ANGIE'S LIST INC   8AL TH            128.4      (36.6)     (54.9)
ARRAY BIOPHARMA    AR2 GR            135.2      (23.3)      72.2
ARRAY BIOPHARMA    ARRY US           135.2      (23.3)      72.2
ASPEN AEROGELS I   AP1 GR             88.2      (80.7)      (5.2)
ASPEN AEROGELS I   ASPN US            88.2      (80.7)      (5.2)
AUTOZONE INC       AZO US          7,371.8   (1,808.2)  (1,016.1)
AUTOZONE INC       AZ5 GR          7,371.8   (1,808.2)  (1,016.1)
AUTOZONE INC       AZ5 TH          7,371.8   (1,808.2)  (1,016.1)
AVALANCHE BIOTEC   AAVL US             1.1       (0.7)      (0.9)
AXIM BIOTECHNOLO   AXIM US             0.1       (0.1)      (0.1)
BERRY PLASTICS G   BERY US         5,419.0     (118.0)     710.0
BERRY PLASTICS G   BP0 GR          5,419.0     (118.0)     710.0
BIOCRYST PHARM     BO1 TH             43.4       (5.7)      22.0
BIOCRYST PHARM     BO1 GR             43.4       (5.7)      22.0
BIOCRYST PHARM     BCRX US            43.4       (5.7)      22.0
BRP INC/CA-SUB V   DOO CN          2,019.7      (17.0)     172.7
BRP INC/CA-SUB V   B15A GR         2,019.7      (17.0)     172.7
BRP INC/CA-SUB V   BRPIF US        2,019.7      (17.0)     172.7
BURLINGTON STORE   BUI GR          2,547.8     (136.3)     124.8
BURLINGTON STORE   BURL US         2,547.8     (136.3)     124.8
CABLEVISION SY-A   CVY GR          6,542.9   (5,210.9)     281.8
CABLEVISION SY-A   CVC US          6,542.9   (5,210.9)     281.8
CABLEVISION-W/I    8441293Q US     6,542.9   (5,210.9)     281.8
CABLEVISION-W/I    CVC-W US        6,542.9   (5,210.9)     281.8
CAESARS ENTERTAI   C08 GR         24,376.7   (2,276.8)     566.0
CAESARS ENTERTAI   CZR US         24,376.7   (2,276.8)     566.0
CALLIDUS CAPITAL   28K GR            444.5       (4.3)       -
CALLIDUS CAPITAL   CBL CN            444.5       (4.3)       -
CANNAVEST CORP     CANV US            10.7       (0.2)      (1.3)
CAPMARK FINANCIA   CPMK US        20,085.1     (933.1)       -
CASELLA WASTE      CWST US           649.9       (8.5)     (18.9)
CATALENT INC       CTLT US         3,041.6     (387.0)     268.2
CC MEDIA-A         CCMO US        14,752.2   (9,315.2)   1,225.6
CENTENNIAL COMM    CYCL US         1,480.9     (925.9)     (52.1)
CENVEO INC         CVO US          1,206.8     (511.7)     145.0
CHOICE HOTELS      CHH US            554.9     (454.6)     109.5
CHOICE HOTELS      CZH GR            554.9     (454.6)     109.5
CIENA CORP         CIE1 GR         1,795.5      (80.8)     641.3
CIENA CORP         CIE1 TH         1,795.5      (80.8)     641.3
CIENA CORP         CIEN US         1,795.5      (80.8)     641.3
CIENA CORP         CIEN TE         1,795.5      (80.8)     641.3
CINCINNATI BELL    CBB US          2,101.5     (670.7)       7.7
CROWN BAUS CAPIT   CBCA US             0.0       (0.0)      (0.0)
DELEK LOGISTICS    DKL US            301.3       (4.1)      14.8
DELEK LOGISTICS    D6L GR            301.3       (4.1)      14.8
DENNY'S CORP       DE8 GR            284.2       (0.0)     (21.5)
DENNY'S CORP       DENN US           284.2       (0.0)     (21.5)
DEX MEDIA INC      9DX GR          2,275.0     (782.0)     162.0
DEX MEDIA INC      DXM US          2,275.0     (782.0)     162.0
DIRECTV            DTV US         22,126.0   (6,127.0)    (624.0)
DIRECTV            DTV CI         22,126.0   (6,127.0)    (624.0)
DIRECTV            DIG1 GR        22,126.0   (6,127.0)    (624.0)
DOMINO'S PIZZA     EZV TH            495.7   (1,289.7)     105.0
DOMINO'S PIZZA     EZV GR            495.7   (1,289.7)     105.0
DOMINO'S PIZZA     DPZ US            495.7   (1,289.7)     105.0
DUN & BRADSTREET   DB5 GR          1,807.2   (1,061.9)     (85.5)
DUN & BRADSTREET   DNB US          1,807.2   (1,061.9)     (85.5)
EDGEN GROUP INC    EDG US            883.8       (0.8)     409.2
ELEVEN BIOTHERAP   EBIO US             5.1       (6.1)      (2.9)
EMPIRE RESORTS I   NYNY US            38.7      (14.0)     (14.6)
EMPIRE STATE -ES   ESBA US         1,122.2      (31.6)    (925.9)
EMPIRE STATE-S60   OGCP US         1,122.2      (31.6)    (925.9)
FAIRPOINT COMMUN   FRP US          1,546.4     (338.8)      25.3
FAIRPOINT COMMUN   FONN GR         1,546.4     (338.8)      25.3
FERRELLGAS-LP      FGP US          1,589.9      (88.9)      89.0
FERRELLGAS-LP      FEG GR          1,589.9      (88.9)      89.0
FIVE9 INC          1F9 GR             69.2       (9.0)      (1.9)
FIVE9 INC          FIVN US            69.2       (9.0)      (1.9)
FREESCALE SEMICO   1FS TH          3,265.0   (3,728.0)   1,334.0
FREESCALE SEMICO   FSL US          3,265.0   (3,728.0)   1,334.0
FREESCALE SEMICO   1FS GR          3,265.0   (3,728.0)   1,334.0
GAMING AND LEISU   2GL GR          2,581.7      (72.9)     (41.1)
GAMING AND LEISU   GLPI US         2,581.7      (72.9)     (41.1)
GENCORP INC        GY US           1,675.6      (49.0)      86.7
GENCORP INC        GCY GR          1,675.6      (49.0)      86.7
GENCORP INC        GCY TH          1,675.6      (49.0)      86.7
GENTIVA HEALTH     GTIV US         1,234.9     (297.6)      99.2
GENTIVA HEALTH     GHT GR          1,234.9     (297.6)      99.2
GLG PARTNERS INC   GLG US            400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US          400.0     (285.6)     156.9
GLOBALSTAR INC     GSAT US         1,350.0      (74.3)     (97.3)
GLORI ENERGY INC   GLRI US             0.1       (0.0)       -
GOLD RESERVE INC   GRZ CN             21.5       (5.6)       1.2
GOLD RESERVE INC   GDRZF US           21.5       (5.6)       1.2
GRAHAM PACKAGING   GRM US          2,947.5     (520.8)     298.5
GTT COMMUNICATIO   GTT US            168.5       (0.1)     (25.3)
HCA HOLDINGS INC   2BH TH         29,822.0   (6,588.0)   2,877.0
HCA HOLDINGS INC   HCA US         29,822.0   (6,588.0)   2,877.0
HCA HOLDINGS INC   2BH GR         29,822.0   (6,588.0)   2,877.0
HD SUPPLY HOLDIN   5HD GR          6,552.0     (750.0)   1,446.0
HD SUPPLY HOLDIN   HDS US          6,552.0     (750.0)   1,446.0
HERBALIFE LTD      HLF US          2,435.7     (404.1)     552.4
HERBALIFE LTD      HOO GR          2,435.7     (404.1)     552.4
HORIZON PHARMA I   HZNP US           299.1     (229.2)      93.2
HORIZON PHARMA I   HPM TH            299.1     (229.2)      93.2
HORIZON PHARMA I   HPM GR            299.1     (229.2)      93.2
HOVNANIAN ENT-A    HOV US          1,838.8     (462.5)   1,122.1
HOVNANIAN ENT-B    HOVVB US        1,838.8     (462.5)   1,122.1
HOVNANIAN-A-WI     HOV-W US        1,838.8     (462.5)   1,122.1
HUGHES TELEMATIC   HUTCU US          110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTC US           110.2     (101.6)    (113.8)
IMPRIVATA INC      IMPR US            35.6       (4.3)     (10.8)
IMPRIVATA INC      I62 GR             35.6       (4.3)     (10.8)
INCYTE CORP        ICY TH            679.1     (171.0)     464.6
INCYTE CORP        INCY US           679.1     (171.0)     464.6
INCYTE CORP        ICY GR            679.1     (171.0)     464.6
INFOR US INC       LWSN US         6,515.2     (555.7)    (303.6)
INTERCEPT PHARMA   ICPT US           141.9     (153.7)    (148.2)
INTERCEPT PHARMA   I4P GR            141.9     (153.7)    (148.2)
INTERCEPT PHARMA   I4P TH            141.9     (153.7)    (148.2)
IPCS INC           IPCS US           559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US           124.7      (64.8)       2.2
JUST ENERGY GROU   1JE GR          1,642.6     (117.4)     221.0
JUST ENERGY GROU   JE US           1,642.6     (117.4)     221.0
JUST ENERGY GROU   JE CN           1,642.6     (117.4)     221.0
KINAXIS INC        KXSCF US           44.6      (70.4)      (6.4)
KINAXIS INC        KXS CN             44.6      (70.4)      (6.4)
L BRANDS INC       LB US           6,663.0     (609.0)   1,070.0
L BRANDS INC       LTD TH          6,663.0     (609.0)   1,070.0
L BRANDS INC       LTD GR          6,663.0     (609.0)   1,070.0
LEAP WIRELESS      LWI GR          4,662.9     (125.1)     346.9
LEAP WIRELESS      LWI TH          4,662.9     (125.1)     346.9
LEAP WIRELESS      LEAP US         4,662.9     (125.1)     346.9
LEE ENTERPRISES    LEE US            797.3     (155.6)       0.8
LORILLARD INC      LLV TH          2,893.0   (2,228.0)     900.0
LORILLARD INC      LO US           2,893.0   (2,228.0)     900.0
LORILLARD INC      LLV GR          2,893.0   (2,228.0)     900.0
LUMENPULSE INC     LMPLF US           29.4      (38.4)       3.5
LUMENPULSE INC     LMP CN             29.4      (38.4)       3.5
LUMENPULSE INC     0L6 GR             29.4      (38.4)       3.5
MARRIOTT INTL-A    MAR US          6,830.0   (1,720.0)  (1,153.0)
MARRIOTT INTL-A    MAQ GR          6,830.0   (1,720.0)  (1,153.0)
MARRIOTT INTL-A    MAQ TH          6,830.0   (1,720.0)  (1,153.0)
MDC PARTNERS-A     MDZ/A CN        1,685.0      (87.5)    (228.9)
MDC PARTNERS-A     MDCA US         1,685.0      (87.5)    (228.9)
MDC PARTNERS-A     MD7A GR         1,685.0      (87.5)    (228.9)
MERITOR INC        AID1 GR         2,810.0     (527.0)     373.0
MERITOR INC        MTOR US         2,810.0     (527.0)     373.0
MERRIMACK PHARMA   MACK US           165.0      (65.8)      81.9
MERRIMACK PHARMA   MP6 GR            165.0      (65.8)      81.9
MICHAELS COS INC   MIM GR          1,716.0   (2,734.0)     493.0
MICHAELS COS INC   MIK US          1,716.0   (2,734.0)     493.0
MONEYGRAM INTERN   MGI US          4,784.5     (142.0)     119.2
MORGANS HOTEL GR   MHGC US           695.2     (202.0)     129.7
MORGANS HOTEL GR   M1U GR            695.2     (202.0)     129.7
MOXIAN CHINA INC   MOXC US             0.0       (0.0)      (0.0)
MPG OFFICE TRUST   MPG US          1,280.0     (437.3)       -
NATIONAL CINEMED   XWM GR            998.4     (179.2)      99.9
NATIONAL CINEMED   NCMI US           998.4     (179.2)      99.9
NAVISTAR INTL      IHR TH          7,727.0   (4,072.0)   1,070.0
NAVISTAR INTL      NAV US          7,727.0   (4,072.0)   1,070.0
NAVISTAR INTL      IHR GR          7,727.0   (4,072.0)   1,070.0
NEKTAR THERAPEUT   NKTR US           478.1      (35.4)     213.9
NEKTAR THERAPEUT   ITH GR            478.1      (35.4)     213.9
NEXSTAR BROADC-A   NXZ GR          1,148.8       (8.4)     134.7
NEXSTAR BROADC-A   NXST US         1,148.8       (8.4)     134.7
NII HOLDING INC    NIHD* MM        8,189.7       (8.8)   1,078.9
NORTHWEST BIO      NWBO US            12.5      (31.1)     (31.2)
NORTHWEST BIO      NBYA GR            12.5      (31.1)     (31.2)
NYMOX PHARMACEUT   NYMX US             0.9       (6.3)      (3.8)
OMTHERA PHARMACE   OMTH US            18.3       (8.5)     (12.0)
OPOWER INC         38O TH             63.1       (6.3)     (11.9)
OPOWER INC         38O GR             63.1       (6.3)     (11.9)
OPOWER INC         OPWR US            63.1       (6.3)     (11.9)
PALM INC           PALM US         1,007.2       (6.2)     141.7
PHIBRO ANIMAL HE   PAHC LN           473.3      (78.7)     177.3
PHIBRO ANIMAL HE   PAO GR            473.3      (78.7)     177.3
PHIBRO ANIMAL HE   PAO EU            473.3      (78.7)     177.3
PHIBRO ANIMAL-A    PAHC US           473.3      (78.7)     177.3
PHIBRO ANIMAL-A    PB8 GR            473.3      (78.7)     177.3
PHILIP MORRIS IN   4I1 GR         36,325.0   (7,847.0)   1,130.0
PHILIP MORRIS IN   PM FP          36,325.0   (7,847.0)   1,130.0
PHILIP MORRIS IN   PM US          36,325.0   (7,847.0)   1,130.0
PHILIP MORRIS IN   PM1EUR EU      36,325.0   (7,847.0)   1,130.0
PHILIP MORRIS IN   PM1 TE         36,325.0   (7,847.0)   1,130.0
PHILIP MORRIS IN   PMI SW         36,325.0   (7,847.0)   1,130.0
PHILIP MORRIS IN   4I1 TH         36,325.0   (7,847.0)   1,130.0
PHILIP MORRIS IN   PM1CHF EU      36,325.0   (7,847.0)   1,130.0
PLAYBOY ENTERP-A   PLA/A US          165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US            165.8      (54.4)     (16.9)
PLY GEM HOLDINGS   PGEM US         1,033.7     (107.2)     199.4
PLY GEM HOLDINGS   PG6 GR          1,033.7     (107.2)     199.4
PROTALEX INC       PRTX US             2.8       (7.0)       2.3
PROTECTION ONE     PONE US           562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QDZ GR            443.2      (51.2)     106.0
QUALITY DISTRIBU   QLTY US           443.2      (51.2)     106.0
QUINTILES TRANSN   QTS GR          2,978.6     (621.6)     511.6
QUINTILES TRANSN   Q US            2,978.6     (621.6)     511.6
RADIUS HEALTH IN   RDUS US            12.8      (24.5)     (22.7)
RADIUS HEALTH IN   1R8 GR             12.8      (24.5)     (22.7)
RADNET INC         RDNT US           737.2       (9.3)      61.4
RADNET INC         PQI GR            737.2       (9.3)      61.4
REGAL ENTERTAI-A   RGC US          2,787.3     (751.2)     142.6
REGAL ENTERTAI-A   RETA GR         2,787.3     (751.2)     142.6
RENAISSANCE LEA    RLRN US            57.0      (28.2)     (31.4)
RENTPATH INC       PRM US            208.0      (91.7)       3.6
RETROPHIN INC      17R GR             94.0      (35.4)    (107.0)
RETROPHIN INC      RTRX US            94.0      (35.4)    (107.0)
REVLON INC-A       REV US          2,105.1     (589.0)     248.9
REVLON INC-A       RVL1 GR         2,105.1     (589.0)     248.9
RITE AID CORP      RTA TH          6,946.5   (2,046.4)   1,643.0
RITE AID CORP      RTA GR          6,946.5   (2,046.4)   1,643.0
RITE AID CORP      RAD US          6,946.5   (2,046.4)   1,643.0
ROCKWELL MEDICAL   RWM GR             26.8       (3.5)       8.2
ROCKWELL MEDICAL   RMTI US            26.8       (3.5)       8.2
RURAL/METRO CORP   RURL US           303.7      (92.1)      72.4
SABRE CORP         19S TH          4,750.4     (312.9)    (279.6)
SABRE CORP         19S GR          4,750.4     (312.9)    (279.6)
SABRE CORP         SABR US         4,750.4     (312.9)    (279.6)
SALLY BEAUTY HOL   SBH US          1,983.6     (362.8)     616.8
SALLY BEAUTY HOL   S7V GR          1,983.6     (362.8)     616.8
SEQUENOM INC       SQNM US           122.9      (58.6)      40.8
SERVICEMASTER GL   SERV US         5,197.0     (369.0)     240.0
SERVICEMASTER GL   SVW GR          5,197.0     (369.0)     240.0
SILVER SPRING NE   9SI GR            524.4      (97.1)      97.5
SILVER SPRING NE   SSNI US           524.4      (97.1)      97.5
SILVER SPRING NE   9SI TH            524.4      (97.1)      97.5
SIRIUS XM CANADA   XSR CN            409.2      (78.8)    (157.0)
SIRIUS XM CANADA   SIICF US          409.2      (78.8)    (157.0)
SPORTSMAN'S WARE   06S GR            272.7      (52.1)      75.1
SPORTSMAN'S WARE   SPWH US           272.7      (52.1)      75.1
SUNEDISON INC      SUNE US         7,166.1     (236.5)     250.8
SUNEDISON INC      SUNE* MM        7,166.1     (236.5)     250.8
SUNEDISON INC      WFR TH          7,166.1     (236.5)     250.8
SUNEDISON INC      WFR GR          7,166.1     (236.5)     250.8
SUNGAME CORP       SGMZ US             2.2       (3.6)      (3.9)
SUPERVALU INC      SVU* MM         4,354.0     (682.0)     106.0
SUPERVALU INC      SJ1 GR          4,354.0     (682.0)     106.0
SUPERVALU INC      SVU US          4,354.0     (682.0)     106.0
SUPERVALU INC      SJ1 TH          4,354.0     (682.0)     106.0
THRESHOLD PHARMA   THLD US            94.7      (29.0)      50.3
THRESHOLD PHARMA   NZW1 GR            94.7      (29.0)      50.3
TRANSDIGM GROUP    TDG US          6,399.3     (125.6)     975.5
TRANSDIGM GROUP    T7D GR          6,399.3     (125.6)     975.5
TRINET GROUP INC   TNETEUR EU      1,340.4      (46.1)      93.8
TRINET GROUP INC   TN3 GR          1,340.4      (46.1)      93.8
TRINET GROUP INC   TNET US         1,340.4      (46.1)      93.8
TRUPANION INC      TPW GR             49.0       (5.5)       7.2
TRUPANION INC      TRUP US            49.0       (5.5)       7.2
ULTRA PETROLEUM    UPL US          2,881.8     (227.7)    (374.8)
ULTRA PETROLEUM    UPM GR          2,881.8     (227.7)    (374.8)
UNISYS CORP        USY1 TH         2,336.1     (628.5)     369.7
UNISYS CORP        UIS US          2,336.1     (628.5)     369.7
UNISYS CORP        UISEUR EU       2,336.1     (628.5)     369.7
UNISYS CORP        USY1 GR         2,336.1     (628.5)     369.7
UNISYS CORP        UISCHF EU       2,336.1     (628.5)     369.7
UNISYS CORP        UIS1 SW         2,336.1     (628.5)     369.7
VARONIS SYSTEMS    VRNS US            33.7       (1.5)       1.8
VARONIS SYSTEMS    VS2 GR             33.7       (1.5)       1.8
VECTOR GROUP LTD   VGR US          1,642.7      (31.1)     560.0
VECTOR GROUP LTD   VGR GR          1,642.7      (31.1)     560.0
VENOCO INC         VQ US             738.2     (130.8)     (13.4)
VERISIGN INC       VRS TH          2,322.6     (632.9)    (246.0)
VERISIGN INC       VRSN US         2,322.6     (632.9)    (246.0)
VERISIGN INC       VRS GR          2,322.6     (632.9)    (246.0)
VERSO PAPER CORP   VRS US          1,062.8     (507.2)      83.6
VIRGIN MOBILE-A    VM US             307.4     (244.2)    (138.3)
WEIGHT WATCHERS    WW6 GR          1,526.4   (1,404.2)      13.9
WEIGHT WATCHERS    WW6 TH          1,526.4   (1,404.2)      13.9
WEIGHT WATCHERS    WTW US          1,526.4   (1,404.2)      13.9
WEST CORP          WSTC US         3,876.0     (672.7)     264.3
WEST CORP          WT2 GR          3,876.0     (672.7)     264.3
WESTMORELAND COA   WLB US          1,407.1     (206.2)     (30.5)
WESTMORELAND COA   WME GR          1,407.1     (206.2)     (30.5)
XERIUM TECHNOLOG   XRM US            631.1      (11.8)     104.4
YRC WORLDWIDE IN   YEL1 GR         2,179.5     (362.4)     201.2
YRC WORLDWIDE IN   YEL1 TH         2,179.5     (362.4)     201.2
YRC WORLDWIDE IN   YRCW US         2,179.5     (362.4)     201.2


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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