TCR_Public/140806.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, August 6, 2014, Vol. 18, No. 217

                             Headlines

ABLEST INC: Asks Court to Enter Final Decree Closing Case
AGFEED USA: Has Class Action Deal; May File 2nd Amended Plan
AGFEED USA: Settles Claims of FTI, Latham, Foley and Marcum
AMBIENT CORP: Meeting to Form Creditors' Panel Set for Aug. 7
AMERICAN EAGLE: Moody's Assigns Caa1 CFR & Rates New Notes Caa1

ARCHDIOCESE OF MILWAUKEE: Asks Court to Compel Mediation
AZIZ CONVENIENCE STORES: Files for Chapter 11 with $35MM Debt
AZIZ CONVENIENCE: Case Summary & 20 Largest Unsecured Creditors
BAPTIST HOME OF PHILADELPHIA: Finds Buyer for Retirement Community
BAPTIST HOME OF PHILADELPHIA: Proposes Oct. 16 Claims Bar Date

BAY AREA: Plan Outline Okayed; Confirmation Hearing on Aug. 20
BAY AREA: Court Okays Sale of San Pedro Property
BIOPLAN USA: Moody's Assigns 'B3' Corporate Family Rating
BIOPLAN USA: S&P Assigns 'B' CCR; Outlook Stable
CAESARS ENTERTAINMENT: Files Suit Against Bondholder Group

COLDWATER CREEK: Global Accord With Committee, Lenders Okayed
COLDWATER CREEK: Plan Confirmation Hearing Moved to Sept. 8
CONSOL ENERGY: S&P Retains 'BB' Rating on 5.875% Sr. Notes
CONSTAR INTERNATIONAL: Has Until Sept. 15 to File Plan
CROSS-ROADS II: Voluntary Chapter 11 Case Summary

DOCASSIST LLC: Voluntary Chapter 11 Case Summary
DYNAVOX INC: Seeks Extension of Plan Filing Date Until Oct. 3
ENNIS COMMERCIAL: Deal Reached With Ben Ennis Estate
ENTEGRA POWER: Files for Chapter 11 with Prepack Plan
ENTEGRA POWER: Case Summary & 30 Largest Unsecured Creditors

ENVISION ACQUISITION: S&P Affirms 'B' Rating on Term Loan Add-Ons
ENVISION PHARMACEUTICAL: Moody's Affirms B3 Corp. Family Rating
ETEL-RX INC: Case Summary & 20 Largest Unsecured Creditors
EVERYWARE GLOBAL: S&P Raises CCR to 'CCC+'; Outlook Negative
FRANKLIN BANK: Late Claim Doesn't Waive Senior Creditor Status

FRESH & EASY: Debtors' Chapter 11 Plan Effective
GENERAL MOTORS: Doesn't Plan to Change Supply-Chain Safety Process
HAAS ENVIRONMENTAL: Files Exit Plan; Disclosures Face Objections
JUDGE CORPORATION: Case Summary & 9 Unsecured Creditors
LIBERTY MEDICAL: Plan Filing Deadline Extended to Aug. 15

MDM GOLF: Case Summary & Largest Unsecured Creditors
MOMENTIVE PERFORMANCE: Plan Has Backing of Labor Union
NAVARRO ORTHODONTIX: Voluntary Chapter 11 Case Summary
OHIO COUNTY, KY: Moody's Affirms 'Ba2' Rating on $83.3MM Bonds
OVERSEAS SHIPHOLDING: Reorganization Plan Effective

PACKAGING DYNAMICS: Note Redemption No Impact on Moody's B2 CFR
PRM FAMILY: Creditor's Panel Files Liquidation Plan Outline
QUBEEY INC: Has $250K Funding; To Pay Unsecured Claims in 8 Yrs
REVEL AC: Modifies Proposed Bonus Program to Tie to Sale Results
RIVER-BLUFF: Files Plan of Reorganization, To Keep Management

RIVER-BLUFF: Has Court's Nod to Use Cash Collateral Until Sept. 4
RIVER-BLUFF: Court Okays Larson Berg as Special Counsel
SBARRO LLC: Insurers Don't Benefit From Chapter 11 Plan Injunction
SCRUB ISLAND: FirstBank Puerto Rico Renews Bid to End Exclusivity
SEA SHELL COLLECTIONS: Creditor Seeks Receiver Order Compliance

SOUTHWEST HOMES: Case Summary & 3 Unsecured Creditors
TRAVELPORT LLC: Moody's Puts Caa1 CFR on Review for Upgrade
TRAVELPORT WORLDWIDE: S&P Assigns 'CCC+' Corp. Credit Rating
TRIPLANET PARTNERS: Sept. 5 Hearing on Roberts' Dismissal Bid
WR GRACE: Asbestos PI Claims Deal No Impact on Moody's Rating

* Alabama Chapter 7 Lawyer Found Collecting Fees Improperly

* U.S. Tells Big Banks to Rewrite 'Living Will' Bankruptcy Plans


                             *********


ABLEST INC: Asks Court to Enter Final Decree Closing Case
---------------------------------------------------------
Reorganized Ablest Inc. asks the Bankruptcy Court to enter an
order and final decree closing its chapter 11 cases and
terminating certain claims.

The Debtors, on April 1, 2014, filed a voluntary petition for
relief under chapter 11 of the Bankruptcy Code. On May 8, 2014,
the Court confirmed the Prepackaged joint chapter 11 plan of
reorganization of Ablest Inc., which became effective on May 16,
2014.

The plan has been substantially consummated and all significant
matters related to chapter 11 cases, including all distributions
required are completed. Thus, the only pending matters are the
final requests for compensation or reimbursement of the fees of
professionals employed in the Debtors' cases.

On July 7, 2014, the Iowa Department of Revenue filed an objection
to the motion for entry of order and final decree closing chapter
11 cases and terminating certain claims. The IDR argues that the
motion incorrectly states that all plan distributions have been
made and the only pending matters are certain fee applications,
when in fact they have not been paid the amount of $62,440,
including a priority claim in the amount of $57,440 and a general
unsecured claim in the amount of $5,000.

However, on July 24, 2014, the Iowa Department of Revenue withdrew
its objection to the motion.

                       About Ablest Inc.

Ablest Inc. and its debtor-affiliates sought bankruptcy protection
(Bankr. D. Del. Lead Case No. 14-10717) on April 1, 2014, with a
prepackaged plan of reorganization that will reduce debt by $300
million.

Ablest together with its affiliates is a leading national provider
of temporary staffing services in the United States and is the
largest provider of temporary staffing services in California.  It
provides staffing services on temporary, "temp-to-hire", and
project-by-project basis through a network of 312 offices in 48
states.  The company currently employs 75,000 full and part time
employees in hourly, salaried, supervisory, management and sales
positions plus 1,500 corporate and branch employees.

During the fiscal year ended Dec. 29, 2013, the Debtors placed
approximately 300,000 temporary employees and provided staffing
services to 11,500 customers.  For fiscal year 2013, the Debtors
had $2 billion in gross revenue.

The Debtors have tapped (i) the law firm of Pachulski Stang Ziehl
& Jones LLP as co-restructuring counsel; (ii) Skadden, Arps,
Slate, Meagher & Flom LLP as co-restructuring counsel and
corporate and securities counsel; (iii) AlixPartners LLP as
restructuring advisors; (iv) Goldman, Sachs & Co., as financial
advisor; and (v) Kurtzman Carson Consultants LLC as claims and
noticing agent.

As of April 1, 2014, the Debtors have outstanding secured
debt in an aggregate amount, including accrued interest, of
approximately $651 million.  Ablest's assets are estimated at $100
million to $500 million.

The Court approved the Prepackaged Joint Plan of Reorganization
that revolves around a court-approved restructuring support
agreement between the Debtors and (i) approximately 70% of the
Prepetition First Lien Lenders, representing approximately 82% of
the claims under the Prepetition First Lien Credit Agreement and
(ii) approximately 81% of the Prepetition Second Lien Lenders,
representing approximately 87% of the claims under the Prepetition
Second Lien Credit Agreement; and authorized the Debtors to assume
the so-called "Sorensen Support Agreement."

U.S. Trustee for Region 3 was unable to appoint a committee of
unsecured creditors.


AGFEED USA: Has Class Action Deal; May File 2nd Amended Plan
------------------------------------------------------------
AgFeed USA LLC said in court papers that the Debtors are
continuing negotiations with other constituencies in an effort to
reach a fully consensual Chapter 11 plan.

AgFeed also disclosed that the Debtors and other parties have
reached an agreement in principle to resolve class action-related
claims, and that the Debtors intend to file a second amended plan
incorporating that settlement.

AgFeed filed a First Amended Chapter 11 plan of liquidation on May
9, 2014, which incorporated a settlement of outstanding issues
with the Equity Holders Committee.  The equity panel supports the
First Amended Plan.

The Debtors are named as defendants in the class action titled
Blitz v. AgFeed Industries Inc. et al., Case No. 3-11-cv-0992.  In
February 2014, parties to that lawsuit as well as the Creditors
and Equity Committees appointed in the Debtors' cases and the
Securities and Exchange Commission appeared before Judge William
Cahill (Ret.) to mediate various issues.  Although that mediation
did not result in an immediate resolution of all outstanding
issues, it paved the way for the settlement between the Debtros
and the equity panel.

According to the Debtors, although they believe "they are in
striking distance of reaching their goal, over the course of
several months, the process has not moved as quickly as the
Debtors hoped."

In October 2013, AgFeed completed the sale of the U.S. operations
to three buyers for $79.45 million, including $53.4 million in
cash.

In November 2013, the Court authorized AgFeed to sell its Chinese
assets to Hong Kong firm Good Charm International Development Ltd.
in a deal that is expected to net the debtor $45 million once
several highly negotiated price adjustments are factored in.  An
auction was held for the Chinese facilities on Nov. 20, although
no one emerged to top what was originally a $50.5 million bid.
The price was lowered by $3.45 million in view of what the
contract called "newly discovered" operational problems and
"deterioration of the performance" of feed mills.

On Dec. 18, 2013, the Debtors filed their initial plan and
disclosure statement.  On May 9, 2014, they filed a First Amended
Chapter 11 Plan of Liquidation and corresponding disclosure
statement.  The First Amended Plan has the support of the Official
Committee of Equity Security Holders.

The Debtors, as plan proponents, however, have yet to obtain a
hearing date to consider either of the disclosure statements,
according to a July 24, 2014 court filing by Jefferies Leveraged
Credit Products, LLC and Claims Recovery Group, LLC.

                      About AgFeed Industries

AgFeed Industries, Inc., has 21 farms and five feed mills in China
producing more than 250,000 hogs annually. In the U.S., the
business included 10 sow farms in three states and two feed mills
producing more than one million hogs a year. AgFeed's revenue in
2012 was $244 million.

AgFeed and its affiliates filed voluntary petitions under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on
July 15, 2013, with a deal to sell most of its subsidiaries to The
Maschhoffs, LLC, for cash proceeds of $79 million, absent higher
and better offers.  The Debtors estimated assets of at least $100
million and debts of at least $50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

An official committee of equity security holders was also
appointed to the Chapter 11 cases.  The Equity Committee tapped
Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as
co-counsel.

Jefferies Leveraged Credit Products and Claims Recovery Group are
represented by Lawrence J. Kotler, Esq., and Catherine B.
Heitzenrater, Esq., at Duane Morris, LLP.


AGFEED USA: Settles Claims of FTI, Latham, Foley and Marcum
-----------------------------------------------------------
AgFeed USA LLC will appear at an Aug. 21 hearing to seek approval
of settlements of general unsecured claims as well as of terms and
procedures by which a settlement will be offered to all holders of
allowed general unsecured claims.

Specifically, AgFeed asks the Bankruptcy Court in Wilmington,
Delaware, to give its stamp of approval on the Debtors'
settlements with:

                                      Asserted        Allowed
                                   Claim Amount    Claim Amount
                                   ------------    ------------
  FTI Consulting Inc.                $2,848,461      $2,780,000
  Latham & Watkins LLP               $6,328,948      $6,012,501
  Foley & Lardner LLP                $1,251,179      $1,251,179
                                         $1,180          $1,180
  Marcum Bernstein & Pinchuk LLP       $989,948        $989,948

Jefferies LLP has purchased the claim by Latham & Watkins.

The Debtors have agreed to pay 100% of their allowed general
unsecured claims.  In exchange, the settling firms will forego
their claims for postpetition interest and grant releases to the
Debtors.

Both the Creditors Committee and the Equity Holders' Committee
appointed in the Debtors' cases have supported the settlements.

The Debtors also propose to settle general unsecured claims listed
in Exhibit B to the motion.  The Debtors propose to pay 100% of
the Allowed General Unsecured Claims of holders who agree to
forego postpetition interest and provide releases to the Debtors.
The Debtors will make payments to those who accept the settlement
within 14 days of the opt-in notice deadline.  A copy of Exhibit B
is available at no extra charge at:

     http://bankrupt.com/misc/AgFeed_AccordWithGUCs.PDF

                      About AgFeed Industries

AgFeed Industries, Inc., has 21 farms and five feed mills in China
producing more than 250,000 hogs annually. In the U.S., the
business included 10 sow farms in three states and two feed mills
producing more than one million hogs a year. AgFeed's revenue in
2012 was $244 million.

AgFeed and its affiliates filed voluntary petitions under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on
July 15, 2013, with a deal to sell most of its subsidiaries to The
Maschhoffs, LLC, for cash proceeds of $79 million, absent higher
and better offers.  The Debtors estimated assets of at least $100
million and debts of at least $50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

An official committee of equity security holders was also
appointed to the Chapter 11 cases.  The Equity Committee tapped
Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as
co-counsel.

In October 2013, AgFeed completed the sale of the U.S. operations
to three buyers for $79.45 million, including $53.4 million in
cash.

In November 2013, the Court authorized AgFeed to sell its Chinese
assets to Hong Kong firm Good Charm International Development Ltd.
in a deal that is expected to net the debtor $45 million once
several highly negotiated price adjustments are factored in.  An
auction was held for the Chinese facilities on Nov. 20, although
no one emerged to top what was originally a $50.5 million bid.
The price was lowered by $3.45 million in view of what the
contract called "newly discovered" operational problems and
"deterioration of the performance" of feed mills.

On Dec. 18, 2013, the Debtors filed their initial plan and
disclosure statement.  On May 9, 2014, they filed a First Amended
Chapter 11 Plan of Liquidation and corresponding disclosure
statement.  The First Amended Plan has the support of the Official
Committee of Equity Security Holders.

The Debtors, as plan proponents, however, have yet to obtain a
hearing date to consider either of the disclosure statements,
according to a July 24, 2014 court filing by Jefferies Leveraged
Credit Products, LLC and Claims Recovery Group, LLC.

Jefferies and Claims Recovery Group are represented by Lawrence J.
Kotler, Esq., and Catherine B. Heitzenrater, Esq., at Duane
Morris, LLP.


AMBIENT CORP: Meeting to Form Creditors' Panel Set for Aug. 7
-------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on August 7, 2014, at 10:30 a.m. in
the bankruptcy case of Ambient Corporation.  The meeting will be
held at:

         J. Caleb Boggs Federal Building
         844 King St., Room 5209
         Wilmington, DE 19801

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

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

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

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


AMERICAN EAGLE: Moody's Assigns Caa1 CFR & Rates New Notes Caa1
---------------------------------------------------------------
Moody's Investors Service assigned first time ratings to American
Eagle Energy Corporation's (American Eagle Energy or AMZG),
including a Caa1 Corporate Family Rating (CFR) and a Caa1 rating
to its proposed $175 million second lien secured notes due 2019.
Moody's also assigned a SGL-3 Speculative Grade Liquidity Rating
to AMZG. The proceeds from the proposed notes will be used to
repay existing senior secured debt, pay fees and expenses, and add
cash to the balance sheet for capital expenditures and other
general corporate purposes. The rating outlook is stable.

"American Eagle Energy's ratings are constrained by its very small
production profile and highly concentrated operations in one
county in the Williston Basin," commented Gretchen French, Moody's
Vice President. "While the company benefits from high realized
prices, lower drilling and completion costs than certain peers,
and the management team's history in the Williston Basin, it also
faces the risk of inconsistency in its drilling results caused by
variances in the water content of production."

Rating Assignments:

  $175 Million Secured Notes due in 2019, Rated Caa1 (LGD 3)

  Corporate Family Rating of Caa1

  Probability of Default Rating of Caa1-PD

  Speculative Grade Liquidity Rating of SGL-3

Ratings Rationale

American Eagle Energy's Caa1 CFR reflects its small size and scope
of operations, with very modest production levels and proved
developed reserves all concentrated in the highly seasonal
northwest Divide County, North Dakota. The company has limited
production history of its operated wells, having only drilled 31
net wells to date, and high initial financial leverage on both
production and proved developed reserves. In addition, while
American Eagle Energy has a deep drilling inventory and has
experienced sound returns on the majority of its wells to date, it
has also experienced some inconsistency in its drilling results,
with high water cuts in certain wells constraining the returns on
those wells.

The CFR benefits from the company's high proportion of oil
production, which has supported strong price realizations, and
which has offset the company's relatively high production costs
that primarily stem from water handling costs. In addition, the
company has been reducing its drilling and completion costs and
has a high degree of flexibility in its drilling program. The CFR
also reflects the company's track record as a public company using
equity to partially fund its growth and the management team's long
history in the Williston Basin.

The Caa1 rating on AMZG's proposed $175 million of second priority
senior secured notes reflects both the overall probability of
default of the company, to which Moody's assigns a Probability of
Default Rating of Caa1-PD, and a Loss Given Default of LGD 3. The
proposed notes will be guaranteed by all material subsidiaries of
AMZG and secured on a second lien basis by essentially all the
assets of the company and guarantors. The notes have a first lien
carve out for a future first lien revolving credit facility of the
greater of $60 million or 20% of adjusted consolidated net
tangible assets. AMZG's pro forma capital structure does not
include a senior secured revolving credit facility, and therefore,
the proposed term loan is rated the same as the CFR under Moody's
Loss Given Default Methodology. AMZG anticipates closing on a $60
million borrowing base facility in conjunction with or shortly
following the issuance of the notes. The proposed revolver would
have an initial size of $35 million, increasing to $60 million
following successful syndication. If AMZG were to put in place a
$60 million revolver, it is not expected to impact the notching of
the notes relative to the CFR, as the notes would continue to
comprise the majority of AMZG's capital structure. However, if the
company's credit facility were to increase meaningfully above $60
million, there could be downward notching pressure on the notes'
rating.

AMZG's SGL-3 Speculative Grade Liquidity Rating reflects an
adequate liquidity profile through 2015. Constraints on the
company's liquidity profile include the company's high level of
capital spending in excess of cash flow from operations and the
need to rely on external sources of financing in order to maintain
its two rig drilling program and grow production. Supporting the
company's liquidity profile include pro forma cash balances of $78
million, a high degree of flexibility in its capital program given
its well to well drilling contracts and a reasonable level of
acreage held by production (65%), and the benefit of its oil
hedges (about 60% of production hedged) to help withstand any
near-term pricing pressure. AMZG anticipates closing on a new $60
million borrowing base revolver (initial size of $35 million,
increasing to $60 million upon a successful syndication) after the
issuance of the notes. Proposed financial covenants under the
revolver are net debt/EBITDA of no greater than 4.0x and a current
ratio minimum of 1.0x. Moody's believe the company will have
adequate covenant headroom under these proposed covenants.

The rating outlook is stable. Moody's could upgrade the ratings if
production volumes approach 8,000 boe/d with a debt to average
daily production ratio under $40,000/boe. Moody's could downgrade
the ratings if the company's production profile stagnates, if its
cash flow materially declines, or if liquidity weakens.

The principal methodology used in this rating was the Global
Independent Exploration and Production Industry Methodology
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.

American Eagle Energy Corporation is an independent oil and gas
exploration and production company headquartered in Littleton, CO.


ARCHDIOCESE OF MILWAUKEE: Asks Court to Compel Mediation
--------------------------------------------------------
The Archdiocese of Milwaukee on July 29, 2014, requested that the
Bankruptcy Court appoint a mediator and order the parties to
mediation as a response to a motion to reinstate interim payment
of fees and reimbursement of expenses to committee professionals.

The proposal for mediation is intended to aid the court to arrive
in a peaceful resolution of the case. Thus, as proposed, the
parties to the mediation would include Jeff Anderson and
Associates, on behalf of certain survivors, and the subject matter
to be addressed in the mediation includes, among others, the
resolution of the estate's claims against insurance carriers,
other than LMI.

In addition, the Archdiocese of Milwaukee included in its proposal
that the entry of an order appointing a case mediator would not
affect any pending appeals or any proceeding pending before the
United States Courts of Appeals for the Seventh Circuit.

On July 30, 2014, certain survivors, represented by Jeff Anderson
& Associates, filed a response to the proposal regarding the
mediation.  It is claimed that for any mediation to be successful
in this case all interested parties including LMI must be present
and such mediation should occur after the Seventh Circuit Court
rules on the pending appeals related thereto.

The Survivors are represented by:

     Jeffrey R. Anderson, Esq.
     Michael G. Finnegan, Esq.
     JEFF ANDERSON & ASSOCIATES, P.A.
     366 Jackson Street, Suite 100
     St. Paul, MN 55101
     Telephone: 651-227-9990
     Facsimile: 651-297-6543
     Email: jeff@andersonadvocates.com
            mike@andersonadvocates.com

                  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.


AZIZ CONVENIENCE STORES: Files for Chapter 11 with $35MM Debt
-------------------------------------------------------------
Aziz Convenience Stores, L.L.C., owner of convenience stores with
gas pumps in Texas, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. 14-70427) in its hometown in McAllen, Texas, on
Aug. 4, 2014, without stating a reason.

The Debtor owns properties in Mission, San Juan, Pharr, McAllen,
Sullivan City, Edinburg, La Joya, Donna, Alamo, Alton, Edinburg,
all in Texas.  It appears that none of the Debtor's convenience
stores are on leased property as the schedule of unexpired leases
only shows the contract with Valero LP.

Inventory, worth $2.71 million, constitutes most of the personal
property.

Plains Capital Bank is owed more than $25 million on a store
financing and is undersecured as the properties pledged as
collateral are valued only at $14.6 million.  Valero LP also has a
scheduled secured claim of $1.7 million.  The Debtor says it will
assume its contract with Valero, which provides gasoline to the
Debtor's stores.

In its schedules of assets and liabilities, the Debtor disclosed:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $16,171,000
  B. Personal Property            $2,950,796
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $34,848,663
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $52,500
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $200,000
                                 -----------      -----------
        TOTAL                    $19,121,796      $35,101,163

Dagoberto Trevino and Silvia Trevino each owns 50% of the stock.

The Debtor is represented by William A Csabi, Esq., from
Harlingen, Texas.  For his legal services, Mr. Csabi agreed to
accept $65,000 from the Debtor, with the $12,500 already paid
prepetition.


AZIZ CONVENIENCE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Aziz Convenience Stores, L.L.C.
        4513 North 4th Street
        McAllen, TX 78504

Case No.: 14-70427

Chapter 11 Petition Date: August 4, 2014

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

Debtor's Counsel: William A Csabi, Esq.
                  WILLIAM A CSABI, ATTORNEY AT LAW
                  1213 E. Tyler
                  Harlingen, TX 78550
                  Tel: 956-412-2727
                  Email: wcsabi@sbcglobal.net

Total Assets: $19.1 million

Total Liabilities: $35.1 million

The petition was signed by Dagoberto G. Trevino, manager.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Plains Capital Bank, c/o           Financing         $11,389,500
Atlas Hall & Rodriguez, LLP                          Value:
P.O. Box 3725                                        $4,870,782
818 W. Pecan Blvd
McAllen, TX 78501-2418

Plains Capital Bank, c/o           Financing         $7,836,640
Atlas Hall & Rodriguez, LLP                          Value:
P.O. Box 3725                                        $5,635,000
818 W. Pecan Blvd
McAllen, TX 78501-2418

Plains Capital Bank, c/o           Financing         $5,577,914
Atlas Hall & Rodriguez, LLP                          Value:
P.O. Box 3725                                        $5,571,000
818 W. Pecan Blvd
McAllen, TX 78501-2418

Plains Capital Bank, c/o           Financing          $915,000
Atlas Hall & Rodriguez, LLP                           Value:
P.O. Box 3725                                         $542,000
818 W. Pecan Blvd
McAllen, TX 78501-2418

Arguindegui Oil                    Business           $200,000

William A. Csabi, P.C.             Attorney Fees       $52,500

La Joya Utility Department         Services                 $0

L&F Dist                           Business                 $0

Ivory Palm Estate                  Rent                     $0

Hudson Energy                      Services                 $0

Hi-Tech Security Systems           Services                 $0

Guardian Pest Control              Services                 $0

Glazaer                            Business                 $0

Frito Lay                          Business                 $0

First Quality Vegtable             Business                 $0

Ferguson Water Works               Services                  $0

DT Armour                          Business                  $0

CPL Retail Energy                  Services                  $0

Colorado Box Beef                  Business                  $0

Coca-Cola                          Business                  $0


BAPTIST HOME OF PHILADELPHIA: Finds Buyer for Retirement Community
------------------------------------------------------------------
Sherri Toub, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Deer Meadows Retirement
Community, formally named the Baptist Home of Philadelphia, will
sell the 491-bed facility on Roosevelt Blvd. in Philadelphia to
Deer Meadows Property LP for about $30.3 million in cash plus
assumption of specified liabilities, unless a better offer is made
at an Aug. 15 auction.  According to the report, under the terms
of the proposed sale, the buyer can terminate the contract if the
court doesn't approve by Aug. 12 its right to earn a breakup fee
equal to 2.5 percent of the purchase price.

              About The Baptist Home of Philadelphia

The Baptist Home of Philadelphia and The Baptist Home Foundation
sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305
and 14-13306) in Philadelphia on April 25, 2014.

Baptist Home of Philadelphia is a Pennsylvania nonprofit
corporation that owns and operates a continuing care retirement
community known as "Deer Meadows Retirement Community", which is
located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania.
Home offers 126 living accommodations, which vary in size, for
independent living and personal care.  It presently also has 206
skilled nursing beds in the nursing and rehabilitation center that
offers short and long term care.  It has 369 employees.

Baptist Home of Philadelphia disclosed $37,330,904 in assets and
$34,562,834 in liabilities as of the Chapter 11 filing.

The Debtors have tapped Cozen O'Connor as counsel and KPMG
Corporate Finance LLC as financial advisor and investment banker.

The U.S. Trustee appointed Wilmarie Gonzalez as patient care
ombudsman.

U.S. Bank National Association, the trustee with regard to the
secured bond indebtedness, hired Reed Smith LLP as counsel and
CohnReznick LLP as financial advisor.

Pepper Hamilton LLP represents the Official Committee of Unsecured
Creditors.


BAPTIST HOME OF PHILADELPHIA: Proposes Oct. 16 Claims Bar Date
--------------------------------------------------------------
The Baptist Home of Philadelphia asks the Bankruptcy Court to
establish "General Bar Dates" for all persons or parties to file a
proof of claim against the bankruptcy estate and a "Government Bar
Dates" for all government entities to file proofs of claim.

The "General Bar Date" is requested to be October 16, 2014.  After
entry of the Bar Date Order, the Debtors will serve to all persons
and entities that hold prepetition claim notice of Bar Dates with
a customized proof of claim within seven days from entry of order.

The "Government Bar Date" provides that the government units
having claim against the Debtors only have at least 180 days from
Petition Date to file a proof of claim.  The Debtors request that
the Government Bar Date be fixed to October 22, 2014.

The parties' failure to file any claim within the Bar Date shall
have the effect of barring or enjoining that claim forever.

The Debtor is represented by:

     John T. Caroll, III, Esq.
     COZEN O'CONNOR
     1201 N. Market Street, Suite 1001
     Wilmington, DE 19801
     Telephone: (302) 295-2028
     Facsimile: (302) 295-2013
     E-mail: jcaroll@cozen.com

          - and -

     Eric L. Scherling, Esq.
     COZEN O'CONNOR
     1900 Market Street
     Philadelphia, PA 19103
     Telephone: (215)665-2000
     Facsimile: (215) 665-2013
     E-mail: escherling@cozen.com

              About The Baptist Home of Philadelphia

The Baptist Home of Philadelphia and The Baptist Home Foundation
sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305
and 14-13306) in Philadelphia on April 25, 2014.

Baptist Home of Philadelphia is a Pennsylvania nonprofit
corporation that owns and operates a continuing care retirement
community known as "Deer Meadows Retirement Community", which is
located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania.
Home offers 126 living accommodations, which vary in size, for
independent living and personal care.  It presently also has 206
skilled nursing beds in the nursing and rehabilitation center that
offers short and long term care.  It has 369 employees.

Baptist Home of Philadelphia disclosed $37,330,904 in assets and
$34,562,834 in liabilities as of the Chapter 11 filing.

The Debtors have tapped Cozen O'Connor as counsel and KPMG
Corporate Finance LLC as financial advisor and investment banker.

The U.S. Trustee appointed Wilmarie Gonzalez as patient care
ombudsman.

U.S. Bank National Association, the trustee with regard to the
secured bond indebtedness, hired Reed Smith LLP as counsel and
CohnReznick LLP as financial advisor.

Pepper Hamilton LLP represents the Official Committee of Unsecured
Creditors.


BAY AREA: Plan Outline Okayed; Confirmation Hearing on Aug. 20
--------------------------------------------------------------
The Hon. Thomas B. Donovan of the U.S. Bankruptcy Court for the
Central District of California approved on July 8, 2014, Bay Area
Financial Corp.'s first amended disclosure statement describing
the first amended plan of reorganization/liquidation, and set the
confirmation hearing for Aug. 20, 2014, at 10:00 a.m.

As reported by the Troubled Company Reporter on June 23, 2014, the
Debtor filed on April 8, 2014, its proposed plan to exit
bankruptcy protection.  The TCR reported on April 15, 2014, that
under the plan, Class 1 consists of secured tax claims, which are
primarily claims for property taxes on the various real estate
parcels owned by the company.  A copy of the Debtor's latest
disclosure statement explaining its proposed plan is available for
free at http://is.gd/Cht1qs

The deadline by which ballots to accept or reject the Plan must
be received by the ballot tabulator will be Aug. 8, 2014, at
5:00 p.m. (Pacific Time).  Aug. 8 will also be the deadline by
which any party objecting to confirmation of the Plan must file
and serve its objection and evidence in support thereof.

The deadline by which the Debtor's memorandum and evidence in
support of confirmation of the Plan and reply to any objection to
confirmation of the Plan must be filed and served is on Aug. 14,
2014.

On July 11, 2014, the Court approved the July 10, 2014 stipulation
(i) amending the Exhibit "1" to the Disclosure Statement, (ii)
modify order approving the Disclosure Statement entered on July 8,
2014, by authorizing the Debtor to substitute Amended Exhibit 1;
and (iii) modify solicitation package accordingly is entered into
by and among the Debtor, the Official Committee of Unsecured
Creditors, the Office of the U.S. Trustee, and Kenneth J. Pingree,
Jr.  The Debtor filed a Solicitation Package on July 7, 2014,
which included the final approved Disclosure Statement, along with
Exhibits 1 through 7.

The Court authorized the Debtor to replace Exhibit 1 to the
Disclosure Statement with Amended Exhibit 1.  A copy of the order
and Exhibit 1 is available for free at http://is.gd/5CNRoC

The Parties to the Stipulation became aware that Exhibit 1
inadvertently includes an e-mail exchange between the Committee
counsel and the Debtor's counsel that contains content that may be
viewed as inflammatory and which isn't necessary to the adequacy
of disclosure and in fact may be confusing for creditors and
parties in interest.  Therefore, the Parties agreed that it is in
the best interest of the estate and creditors to exclude the e-
mail from Exhibit 1, so that Exhibit 1 will consist of only the
letter of the Committee counsel dated Fenb. 14, 2014, as attached
to the order approving the Stipulation.

The Stipulation was filed on an emergency basis because the
Balloting Deadline is Aug. 8.  If the Parties wait full notice and
a hearing, the Debtor will not have sufficient time to print the
Disclosure Statement and Solicitation Package and serve it on
creditors in time to meet the required noticing period.  Only the
Committee and the U.S. Trustee filed objections to the initial
disclosure statement, and they are both parties to the
Stipulation.

                   About Bay Area Financial

Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013.  The case is assigned to
Judge Thomas B. Donovan.

The Debtor is represented by Sandford L. Frey, Esq., and Stuart I.
Koenig, Esq., at Creim Macias Koenig & Frey LLP.

The Debtor disclosed $15,248,851 in assets and $21,239,663 in
liabilities as of the Chapter 11 filing.  There is no secured
debt, although $141,000 is owing on a priority tax claim.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the Official Committee of Unsecured Creditors.  The
Committee is represented by James C. Bastian, Jr., Esq., and
Melissa Davis Lowe, Esq., at Shulman Hodges & Bastian LLP.


BAY AREA: Court Okays Sale of San Pedro Property
------------------------------------------------
The Hon. Thomas B. Donovan of the U.S. Bankruptcy Court for the
Central District of California entered on July 14, 2014, an order
granting Bay Area Financial Corp.'s motion for order authorizing
the sale of real property free and clear of liens and interests,
fixing procedures for overbids at hearing on confirmation of sale,
and authorizing payment to real estate brokers.

As reported by the Troubled Company Reporter on June 24, 2014, the
Debtor sought court approval to sell a six-unit apartment building
in San Pedro, California.  In its motion, the company proposed to
sell the property for $1.282 million to Bond Nichols Revocable
Trust.  The property will be sold "free and clear of all liens"
and is subject to overbid.

The Court approved the overbid procedure requested in the motion.
There were no overbidders at the July 9, 2014 hearing.

Proceeds from the escrow are to be paid to the Debtor and the
Debtor is authorized to pay compensation to the real estate
brokers employed by the Debtor and to the purchaser's real estate
broker under the terms set forth in the motion.  The Debtor is
authorized to execute any documents necessary for the transfer of
title to the real property to the purchaser.

                   About Bay Area Financial

Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013.  The case is assigned to
Judge Thomas B. Donovan.

The Debtor is represented by Sandford L. Frey, Esq., and Stuart I.
Koenig, Esq., at Creim Macias Koenig & Frey LLP.

The Debtor disclosed $15,248,851 in assets and $21,239,663 in
liabilities as of the Chapter 11 filing.  There is no secured
debt, although $141,000 is owing on a priority tax claim.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the Official Committee of Unsecured Creditors.  The
Committee is represented by James C. Bastian, Jr., Esq., and
Melissa Davis Lowe, Esq., at Shulman Hodges & Bastian LLP.


BIOPLAN USA: Moody's Assigns 'B3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned to Bioplan USA, Inc. ("Bioplan
USA" or the "combined company") a first-time B3 Corporate Family
Rating (CFR) and B3-PD Probability of Default Rating (PDR).
Concurrently, Moody's assigned a B2 rating to the proposed $65
million first-lien senior secured revolving credit facility (RCF)
and $375 million first-lien senior secured term loan; and Caa2
rating to the $145 million second-lien senior secured term loan.
The rating outlook is stable.

Bioplan USA will be the primary borrower under the new credit
facilities, while Tripolis US LLC will be a co-borrower. Both
entities together with FrenchCo SAS (holds the non-US operations)
will be 100% owned by Tripolis Holdings Sarl ("Tripolis
Holdings"), a Luxembourg private limited liability company that
was created to merge the sampling and packaging operations of
Arcade Marketing and Bioplan. Moody's ratings for Bioplan USA
incorporate the cash flows from both the domestic and
international operations of the guarantor group.

Proceeds from the new credit facilities (includes $10 million
expected to be drawn under the RCF at closing) will be used to
finance the carve-out of Arcade Marketing from Visant Corporation
(B3 stable), a marketing and publishing services enterprise owned
by DLJ Merchant Banking Partners ("DLJ") and Kohlberg Kravis and
Roberts ("KKR"); and the carve-out of Bioplan from Ileos Group, a
provider of luxury, cosmetics and pharmaceutical packaging owned
by Oaktree Capital Management, L.P. ("Oaktree"). The debt
financing will repay approximately $315 million of existing Arcade
and Bioplan debt payable to Visant and Ileos and pay a $193
million distribution to the private equity sponsors. In addition
to the collateral package securing the new credit facilities, the
RCF and term loans will carry upstream guarantees from the direct
or indirect wholly-owned domestic, French and Brazilian
subsidiaries of the co-borrowers and parent, Tripolis Holdings, as
well as a downstream parent guarantee.

Upon closing, Oaktree will own 75% of the parent, while KKR, DLJ
and others will hold the remaining 25%. The proposed combination
is expected to close at the beginning of the fourth quarter of
2014, subject to regulatory approvals in the US, Europe and Latin
America.

Ratings Assigned:

Issuer: Bioplan USA, Inc.

  Corporate Family Rating -- B3

  Probability of Default Rating -- B3-PD

  $65 Million First-Lien Senior Secured Revolver due 2019 -- B2
  (LGD-3)

  $375 Million First-Lien Senior Secured Term Loan due 2021 --
  B2 (LGD-3)

  $145 Million Second-Lien Senior Secured Term Loan due 2022 --
  Caa2 (LGD-5)

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

Ratings Rationale

Bioplan USA's B3 CFR takes into consideration the combined
company's small size, elevated pro forma financial leverage (total
debt to EBITDA of roughly 7x, based on an expected 4Q14 closing
and incorporating Moody's standard adjustments and non-standard
adjustments that exclude certain standalone and one-time costs),
somewhat high customer concentration, ownership by private equity
sponsors as well as the lengthy integration period that could pose
risks associated with the process of merging two leading
manufacturers with different, albeit complementary, operating
cultures. The B3 rating also embeds the significant potential for
revenue fluctuation and cyclicality stemming from, among other
things, possible customer consolidation and shifts in customer
product and marketing plans. Since there are no raw material
supplier contracts, operating margins are somewhat vulnerable to
the potential for cyclical increases in paper and laminate prices,
which Moody's estimate account for about 30-40% of pro forma COGS.
Around 70% of pro forma revenue is not under customer contract,
but purchase order based, which means Bioplan USA must continually
offer a meaningful value proposition associated with product
innovation, quality, service and timely fulfillment of clients'
packaging design needs to offset competitive pricing pressures,
particularly on mass market products, and retain customers.
Looking ahead, the business plan relies chiefly on internal growth
from new products and markets.

These concerns are mitigated by Bioplan USA's position as the
world's largest provider of sampling and packaging services for
the fragrance, beauty and personal care industries with a global
manufacturing footprint. Pro forma for the merger, the combined
company will be the clear market leader, enjoying the number one
position in magazine inserts, catalog inserts and every other
fragrance and cosmetic sampling market category in which it
competes. With a strong market presence for over four decades,
Bioplan USA benefits from an extensive product portfolio that
provides one-stop-shopping solutions, solid R&D (about 1-2% of
sales) resulting in a reputation for new product innovation and
patented and proprietary technologies, as well as loyal customer
relationships that are long-standing. The two standalone companies
have product portfolios that are complementary since Arcade
primarily develops flat-based sampling packages such as
ScentStrip(R), BeautiPod(R) and BeautiSeal(R), while Bioplan
commonly manufactures three-dimensional unit-dose turnkey packages
like sachets, vials and tubes. Operating strategies are also well-
balanced with Arcade historically maintaining a strong sales
culture and marketing contacts; Bioplan's strengths include its
manufacturing know-how and key purchasing manager contacts. The
combined company has good long-term synergy potential (revenue and
cost synergies estimated to yield $12.5 million of positive net
run-rate cash flow by 2017, which embed total one-time costs of $8
million). Nonetheless, Moody's believe it will take time to
effectively blend different values and practices into a unified
corporate culture, which could give rise to some management
distraction during the 12-18 month integration period and
negatively influence the combined company's go-to-market strategy.

Since only 30% of pro forma revenue is tied to customer contracts
(which are generally short-term in nature with a few incorporating
limited immediate cost pass-through provisions), most of the
business is sold at spot prices, which gives Bioplan USA the
flexibility to promptly adjust pricing based on changes in raw
material costs and market conditions (e.g., product design,
quality, supply vs. demand, time-to-market, etc.). Overall pricing
has remained relatively stable, which Moody's expect to continue
given the ability to command premium prices for differentiated
products and leverage volume and manufacturing scale efficiencies
to implement a price taker approach for mass market products, as
needed, to remain competitive. Bioplan USA will have a meaningful
international presence (roughly 51% of pro forma revenue), unique
among its competitors, that adds geographic diversification and
positions it to capitalize on an increasingly multi-national
customer base and strong demand expected in Latin America, Asia-
Pacific and Eastern Europe.

Further supporting the B3 rating are the industry's favorable
growth characteristics, growing importance of sampling in customer
marketing plans and stable-to-positive advertising trends for
upscale fashion magazines. Positive considerations also include
the combined entity's vertically integrated and low-cost
manufacturing base, "asset-lite" operating model (capital
expenditures represent about 3-4% of pro forma revenue) and
history of stable operating profitability and free cash flow
generation. Additionally, the sponsors will retain over $190
million in equity in the combined entity. Moody's expect Bioplan
USA will maintain good liquidity over the rating horizon with cash
balances of at least $10 million and annual free cash flow of $10-
15 million. Moody's project limited acquisition activity and
assume no dividends during the integration.

Rating Outlook

The stable rating outlook reflects Moody's expectation that the
combined company will successfully execute its integration and
operating plan, experience stable customer relationships, exhibit
pricing and EBITDA margin stability driven by clients' steady
sampling spend, and generate positive free cash flow while
maintaining good liquidity.

What Could Change the Rating -- UP

Ratings could be upgraded if Bioplan USA successfully integrates
the merged entities, improves debt protection measures, maintains
good liquidity and exhibits prudent financial policies.
Specifically, Bioplan USA could experience upward ratings pressure
if EBITDA margins remain stable amid an expanding revenue base
resulting in sustained reduction in total debt to EBITDA below 6x
(Moody's adjusted), free cash flow to adjusted debt of at least 5%
and adjusted EBITDA interest coverage above 3x.

What Could Change the Rating -- DOWN

Ratings could be downgraded if there is deterioration in credit
metrics or the operating and competitive environment (market share
or price erosion) or if the company fails to generate positive
free cash flow. Specifically, the rating could be downgraded if
free cash flow is expected to remain negative over the rating
horizon, total debt to EBITDA is sustained above 7.5x (Moody's
adjusted), or EBITDA interest coverage declines to 2x or lower.
Margin erosion resulting in EBITDA deterioration or diminished
cash flow could also lead to a downgrade. Sizable dividends or
intensified acquisition activity leading to negative free cash
flow, increased financial leverage or reduced liquidity could also
pressure the ratings.

The principal methodology used in this rating was Global Business
and 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.

Bioplan USA, Inc., headquartered in New York, NY, through its
direct parent, Tripolis Holdings Sarl, is a leading global
provider of marketing, packaging and interactive sampling products
to the fragrance, beauty, cosmetic and personal care industries.
Tripolis Holdings Sarl is a Luxembourg private limited liability
company that was created to merge New York-based Arcade Marketing,
a packaging supplier of multi-sensory and interactive sampling
systems for the fragrance, beauty and personal care industries,
with Bioplan, a provider of packaging solutions for the cosmetic
and fragrance industries based in Paris, France. Pro forma for the
combination, revenue totaled approximately $423 million for the
twelve months ended March 31, 2014.


BIOPLAN USA: S&P Assigns 'B' CCR; Outlook Stable
------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to New York-based global sampling provider Bioplan USA Inc.
The outlook is stable.

At the same time, S&P assigned the company's proposed $65 million
revolver and $375 million first-lien term loan a 'B+' issue-level
rating (one notch higher than the corporate credit rating), with a
recovery rating of '2', indicating S&P's expectation for
substantial recovery (70% to 90%) in the event of a payment
default.  S&P also assigned the company's proposed $145 million
second-lien term loan a 'B-' issue-level rating (one notch lower
than the corporate credit rating), with a recovery rating of '5',
indicating S&P's expectation for modest recovery (10% to 30%) in
the event of a payment default.  Tripolis US LLC is the co-issuer
of the debt.

The company will use proceeds from the proposed issuance to repay
existing Bioplan and Arcade debt and for distributions to
shareholders.

Through the signed merger agreement by Oaktree and KKR and DLJ
Merchant Banking Partners, Paris-based sampling and unit-dose
turnkey packaging solutions provider Bioplan is combining with New
York-based multi-sensory and interactive sampling systems and
packaging provider Arcade to create a global sampling provider
based in New York.  The 'B' corporate credit rating on Bioplan USA
reflects S&P's assessment of the business risk profile as "weak"
and the financial risk profile as "highly leveraged."

S&P's assessment of the business risk profile as "weak" is based
on the company's narrow business focus, potential for pricing
pressure, and revenue variability related to product launches.
S&P also views sampling as a secondary marketing strategy.
However, Bioplan USA's established relationships with customers
such as L'Oreal and Estee Lauder, its array of products and
technologies for sampling in the cosmetics, fragrance, and
haircare markets, and its global presence are components of the
business that support stability.  S&P expects that the company
will achieve cost and revenue synergies in the intermediate to
long term, and that revenue growth will depend on product launches
and the company's ability to gain market share in Latin America.

S&P's assessment of the company's financial risk profile as
"highly leveraged" is based on the company's leverage of 6x and
its view that it will remain above 5x over the intermediate term.
S&P expects that the company will use discretionary cash flow for
small to modest-sized acquisitions and that the financial policy
will be fairly aggressive.  The company is owned by Oaktree
directly with a 75% stake and by KKR and DLJ Merchant Banking
Partners with a 25% stake.


CAESARS ENTERTAINMENT: Files Suit Against Bondholder Group
----------------------------------------------------------
Kate O'Keeffe and Joseph Checkler, writing for The Wall Street
Journal, reported that casino giant Caesars and a group of its
creditors traded competing lawsuits over the company's plans to
rework its more than $20 billion debt load.  According to the
report, a representative for junior bondholders of Caesars
Entertainment Operating Co., one of the companies that controls
Caesars's more than 50 casinos, filed a lawsuit accusing Caesars
of moving assets between entities to protect its "good" assets
from creditors as the rest of the company's financial condition
deteriorated.  Caesars, meanwhile, filed its own lawsuit, accusing
a group of mostly junior bondholders of trying to push Caesars
Entertainment Operating into default by interfering in the
company's restructuring efforts, the report related.

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

Caesars Entertainment reported a net loss of $2.93 billion in
2013, as compared with a net loss of $1.50 billion in 2012.  The
Company's balance sheet at March 31, 2014, showed $24.37 billion
in total assets, $26.65 billion in total liabilities and a $2.27
billion total deficit.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch.

As reported by the TCR on April 9, 2013, Moody's Investors Service
downgraded Caesars Entertainment Corporation's Corporate Family
Rating to Caa2.

"The downgrade of Caesars' ratings considers that its same store
EBITDA growth in 2012-2013 has failed to materialize to any
significant degree, and so Caesars' credit metrics have
deteriorated and its free cash flow deficit will be higher than
Moody's previous expectations," stated Moody's analyst Peggy
Holloway.

In the April 10, 2014, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiaries, Caesars Entertainment Operating Co. (CEOC) and
Caesars Entertainment Resort Properties (CERP), as well
as the indirectly majority-owned Chester Downs and Marina, to
'CCC-' from 'CCC+'.  The downgrade reflects S&P's expectation that
Caesars' capital structure is unsustainable, and the amount of
cash the company will burn in 2014 and 2015 creates conditions
under which S&P believes a restructuring of some form is
increasingly likely over the near term absent an unanticipated
significantly favorable change in operating performance.

In the Aug. 4, 2014, edition of the TCR, Fitch Ratings has
upgraded Caesars Entertainment Operating Company. Inc.'s (CEOC)
senior secured credit facility to 'CCC+/RR1' from 'CCC/RR2'
following the finalization of the new guarantee and pledge
agreement.  The agreement caps the amount of debt that Caesars
Entertainment Corp (CEC; Caesars, parent) may guarantee at $8.35
billion.


COLDWATER CREEK: Global Accord With Committee, Lenders Okayed
-------------------------------------------------------------
Coldwater Creek Inc., won Bankruptcy Court approval to enter into
a Global Settlement Agreement and Release dated July 10, 2014,
with:

     * the Official Committee of Unsecured Creditors, and
       its members:

       -- The Apparel Group Ltd;
       -- Charter Ventures Limited;
       -- Chinamine Trading Ltd;
       -- GGP Limited Partnership;
       -- Orient Craft Ltd;
       -- Quad/Graphics Inc.;
       -- Simon Property Group; and

     * CC Holdings of Delaware LLC-Series A, CC Holdings
       of Delaware LLC-Series B; and CC Holdings Agency
       Corporation

Pursuant to the Court's order, the Debtors are authorized to pay
the so-called Agreed Term Loan Lender Claim in the amount of
$90,739,670.  The amount is $4,400,000 less than the current face
amount of the Term Loan Lenders' claims.

To the extent the Agreed Term Loan Lender Claim is paid in full on
or prior to July 21, 2014, the Term Loan Lenders agree to waive
all unpaid interest (including PIK interest) that accrued from
July 1, 2014 through and including the date of repayment. If
payment is not made in full on or before July 21, 2014, all
interest (including PIK interest) will be owed and continue to
accrue.

In the aggregate, the economic value of the Settlement Agreement
to unsecured creditors of the Debtors' estates is estimated to be
$5,362,914.55 above the amounts that would otherwise be available
for distribution to them.

              Issues Related to Financing Agreements

As of the Petition Date, Coldwater Creek U.S. Inc., as lead
borrower, and the other Debtors, as borrowers and guarantors, were
parties to a Term Loan Agreement, dated July 9, 2012 with CC
Holdings Agency Corp., as administrative agent and collateral
agent and CC Holdings of Delaware, LLC-Series A and CC Holdings of
Delaware, LLC-Series B, as lenders thereunder.  The Term Loan
Credit Agreement provided for a single borrowing in an aggregate
principal amount of $65 million.  The outstanding amount due under
the Term Loan Credit Agreement as of the Petition Date is
approximately $96 million, which includes accrued interest and
approximately $23 million representing a prepayment premium
payable under the Term Loan Credit Agreement as a result of an
acceleration of the Prepetition Term Loan.

As of the Petition Date, Coldwater Creek U.S. Inc., as lead
borrower, and the other Debtors, as borrowers and guarantors, were
parties to an Amended and Restated Credit Agreement, dated as of
May 16, 2011 -- ABL Credit Agreement -- with Wells Fargo Bank,
National Association as administrative agent, collateral agent and
swing line lender.  The ABL Credit Agreement provided the Debtors
with an asset-based credit facility with $70 million as an initial
commitment, subject to a borrowing base (as reduced by
availability reserves), as set forth in the ABL Credit Agreement.
As of the Petition Date, the Debtors have drawn approximately
$37.5 million and have approximately $10 million in letters of
credit outstanding under the Prepetition ABL Facility.

On April 11, 2014, the Debtors filed a motion seeking
authorization, on an interim and final basis, to obtain senior
secured superpriority post-petition financing from Wells Fargo
Bank, National Association as administrative agent, collateral
agent, swing line lender and lender, pursuant to the terms of the
Senior Secured, Super-Priority Debtor in Possession Credit
Agreement, dated as of April 11, 2014.  On June 12, 2014, the
Court entered an order granting the DIP Motion and approving the
Debtors' entry into the DIP Facility on a final basis.

The Debtors have paid in full all amounts owing to the DIP Lender
under the DIP Facility and all amounts owing the ABL Lender under
the Prepetition ABL Facility pursuant to a "roll up" refinancing
under the DIP Facility.  The Debtors have stipulated and agreed,
among other things, that (a) as of Petition Date, the Debtors were
liable to the Term Loan Lenders in the total aggregate amount of
$96,522,530.55, (b) the Debtors have no valid claims or causes of
action against the Prepetition Secured Lenders and (c) the
prepetition liens of the Prepetition Secured Lenders were properly
perfected and not subject to avoidance.

Pursuant to the Final DIP Order, the deadline for the Committee to
challenge, among other things, the amount, validity, allowability,
priority, status, or amount of the prepetition secured debt, or
the validity, extent, perfection or priority of the security
interests and liens of the Term Loan Lenders in and to the
prepetition collateral, or otherwise assert any claims or causes
of action on behalf of the Debtors' estates against the Term Loan
Lenders in connection with or related to the prepetition secured
debt, was July 25.  The Committee has been investigating and
analyzing the amount, validity, and enforceability of liens and
security interests against certain assets of the Debtors, as well
as the prepetition secured debt, and claims and/or causes of
action against the Term Loan Lenders.

Pursuant to the Global Settlement Agreement and Release, the
parties agree that the Challenge Period is tolled and extended
with respect to the Term Loan Lenders for the number of days
between execution of the Settlement Agreement and the earlier of
(1) a ruling on the Motion and (2) July 21, 2014.  Upon the
Effective Date of the Settlement Agreement, the Challenge Period
shall be deemed expired with respect to the Term Loan Lenders.

Nothing in the Settlement Agreement affects the Committee's rights
under the Final DIP Order or otherwise with respect to Wells Fargo
Bank, National Association.  All Discovery shall be deemed
withdrawn, with prejudice.

                           Other Terms

The parties also agree that upon the Effective Date of the
Settlement Agreement, the Debtors will pay the Back-Up Topping Fee
described in the Sale Order to the Inventory Back-Up Bidder -- a
contractual joint venture comprised of Tiger Capital Group, LLC,
SB Capital Croup, LLC and Great American Group WF, LLC -- in
resolution of the Back-Up Topping Fee Dispute.

                     About Coldwater Creek

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

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

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

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

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

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

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


COLDWATER CREEK: Plan Confirmation Hearing Moved to Sept. 8
-----------------------------------------------------------
The hearing to consider confirmation of Coldwater Creek Inc.'s
bankruptcy-exit plan has been moved to September following
approval of a global settlement among the Debtors, their unsecured
creditors committee and the term loan lenders.

On June 27, the Bankruptcy Court entered an order approving the
Disclosure Statement and setting a hearing to consider
confirmation of the Plan, which was originally scheduled for
August 19.

The Debtors and the Committee agree that the date of the Plan
confirmation hearing will be September 8 or as soon as possible
thereafter that the Court is available to hold such hearing.

In keeping with the Debtors' efforts to minimize administrative
costs by conducting these chapter 11 cases as efficiently as
possible, on the Petition Date, the Debtors, with the support of
the Prepetition Secured Lenders, filed a Joint Plan of Liquidation
and a related disclosure statement.  On May 14, 2014, the
Committee filed its preliminary objection to the Disclosure
Statement and filed its supplemental objection to the Disclosure
Statement on June 10.

The Debtors subsequently prepared and filed several amended
versions of the Original Plan, including the Second Amended Joint
Plan of Liquidation.

On June 6, 2014, the Committee sought termination of the Debtors'
Exclusive Plan Filing and Solicitation Periods .  On June 17, the
Committee re-noticed the Motion to Terminate to be heard on July
10, which hearing date the Court has adjourned to July 17.

On July 3, 2014, the Debtors filed their objection to the Motion
to Terminate, and the Term Loan Lenders filed a joinder to such
objection on July 6.  On June 27, the Court entered an order
approving the Disclosure Statement and setting a hearing to
consider confirmation of the Plan, which was originally scheduled
for August 19.

Pursuant to the Global Settlement Agreement and Release, the
parties agree that the Plan and Disclosure Statement will be
amended to reflect the terms of the Settlement Agreement.  The
Committee will support the Plan, as amended, including the Plan
Release Provisions, and withdraw with prejudice all objections to
any motion or applications pending with the Court, including the
Motion to Terminate, and in consideration of Perella Weinberg
Partners' waiver of receipt of $100,000 in its monthly fees for
each of July and August 2014 and thereafter, the Committee's
objection to Perella Weinberg's retention application.

The Committee will also encourage creditors to vote for the Plan,
as amended, including through a revised letter strongly
recommending creditors to vote in favor of the Plan, as amended,
and not opt out of the Plan Release Provisions.

The parties also agree to that the Plan will be amended, if
necessary, to conform with any decision the Committee reaches, in
its sole discretion, with respect to the non-consolidation or
substantive consolidation of any or all of the Debtors' estates
and/or the allocation of assets and/or liabilities between and
among any or all of the Debtors' estates; provided that if the
Committee decides to seek substantive consolidation and either the
Debtors or the Committee are unable to sustain the legal burden
associated therewith and the Court declines to order substantive
consolidation, the Plan shall provide that it automatically
becomes a nonconsolidated plan; provided further that the election
of the Committee as to substantive consolidation shall be made in
writing to the Debtors no later than July 31, 2014.

The Global Settlement Agreement and Release dated July 10, 2014,
is among:

     * the Debtors;

     * the Official Committee of Unsecured Creditors, and
       its members:

       -- The Apparel Group Ltd;
       -- Charter Ventures Limited;
       -- Chinamine Trading Ltd;
       -- GGP Limited Partnership;
       -- Orient Craft Ltd;
       -- Quad/Graphics Inc.;
       -- Simon Property Group; and

     * CC Holdings of Delaware LLC-Series A, CC Holdings
       of Delaware LLC-Series B; and CC Holdings Agency
       Corporation

                     About Coldwater Creek

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

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

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

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

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

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

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


CONSOL ENERGY: S&P Retains 'BB' Rating on 5.875% Sr. Notes
----------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB' issue-level
rating and '3' recovery rating on Canonsburg, Pa.-based Consol
Energy Inc.'s 5.875% senior notes due 2022 are unaffected by the
$250 million offering of additional notes, which priced on
July 29, 2014.  The additional notes have identical terms (other
than the issue date and issue price) to the $1.6 billion 5.875%
senior unsecured notes issued in April 2014.  The '3' recovery
rating indicates S&P's expectation for a meaningful (50% to 70%)
recovery in the event of a payment default.

Concurrent with the issuance of the additional notes, Consol also
announced a cash tender offer for up to $200 million of its 8.25%
senior notes due 2020 to be funded with the net proceeds of the
additional notes.  The tender offer expires on Aug. 25, 2014.

The ratings on Consol reflect S&P's view of the company's business
risk profile as "fair" and financial risk profile as
"significant."  S&P estimates that debt to EBITDA will average
less than 4x during the next few years and interest coverage will
average more than 3x, measures that are consistent with a
significant financial risk profile.  Although S&P acknowledges
that credit measures are likely to remain outside of its
expectation for the 'BB' rating in 2014, S&P expects that the
rapid build out of its natural gas business, supported by its
cost-competitive coal operations, will bring credit measures
within S&P's expectations in 2015.

Ratings List

Consol Energy Inc.
Corporate Credit Rating                      BB/Stable

Ratings Unchanged

Consol Energy Inc.
$1.85 bil 5.875% nts due 2022*               BB
Recovery Rating                              3

*Includes the $250 million add-on.


CONSTAR INTERNATIONAL: Has Until Sept. 15 to File Plan
------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware extended until Sept. 15, 2014, the exclusive
filing period of Capsule International Holdings LLC, f/k/a Constar
International Holdings LLC, and its debtor affiliates, and until
Nov. 14 the Debtors' exclusive solicitation period.

The Debtors' exclusive right to file a plan and solicit
acceptances of a Chapter 11 plan will continue to be terminated
solely to the extent necessary to permit the Official Committee of
Unsecured Creditors to propose and solicit votes to accept its
plan for the Debtors so long as the plan is consistent in form and
substance with the terms of the Chapter 11 plan specified in the
term sheet attached to the stipulation resolving the Committee's
challenges to the validity, enforceability, and perfection of
certain prepetition secured claims.

                    About Constar International

Privately held Constar International Holdings and nine affiliated
debtors (nka Capsule International Holdings, et al.)  filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on
Dec. 19, 2013.

Constar, which manufactures plastic containers, is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert,
Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and
Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young
Conaway Stargatt & Taylor, LLP.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent, and administrative advisor.
Lincoln Partners Advisors LLC serves as the Debtors' financial
advisor.

Judge Christopher S. Sontchi oversees the 2013 case.

This is Constar International's third bankruptcy.  Constar first
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan
and emerged from bankruptcy in May 2009.  Constar and its
affiliates returned to Chapter 11 protection (Bankr. D. Del. Case
No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11
plan and emerged from bankruptcy in June 2011.

The new petition listed assets worth less than $100 million
against $123 million on three layers of secured debt.

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.  The Committee retained Alvarez & Marsal
North America LLC as its financial advisor.

Counsel to Wells Fargo Capital Finance, LLC, the revolving loan
agent, is Andrew M. Kramer, Esq., at Otterbourg P.C.

On Feb. 10, 2014, the Bankruptcy Court authorized Constar to sell
certain assets to Plastipak Packaging, Inc., a global manufacturer
of rigid plastic packaging.  The Court determined that Plastipak's
$102,450,000 offer for the Debtors' U.S. assets bested the offers
from Amcor Rigid Plastics USA, Inc., and Envases Universales De
Mexico S.A.P.I. De C.V. during a Feb. 6 auction.

Separately, the Court authorized Constar to sell a facility in
Havre de Grace, Maryland, to Smucker Natural Foods, Inc., for
$3 million.  There was no other bidder for the Maryland facility.

The sole director of debtor Constar International U.K. Limited has
appointed Daniel Francis Butters and Nicolas Guy Edwards of
Deloitte LLP as administrators.  The U.K. Administration
Proceeding follows the closing of the sale of the U.K. assets to
Sherburn Acquisition Limited.  The Delaware Bankruptcy Judge
authorized the U.S. Debtors to sell the U.K. Assets to Sherburn
for GBP3,512,727, (or US$7,046,000), less the deposit in the sum
of US$1,250,000.

Secured lender Black Diamond Commercial Finance, LLC, as DIP note
agent, and Wells Fargo Capital Finance, LLC, as DIP revolving
agent and agent under the revolving loan facility, consented to
the administration of Constar U.K. and the appointment of the
Joint Administrators.

In view of the asset sales in the U.S. and the U.K., the Debtors
changed their corporate trade names -- and with the Bankruptcy
Court's consent, their bankruptcy case caption -- to Capsule Group
Holdings, Inc.; Capsule Intermediate Holdings, Inc.; Capsule
Group, Inc.; Capsule International LLC; Capsule DE I, Inc.;
Capsule DE II, Inc.; Capsule PA, Inc.; Capsule Foreign Holdings,
Inc.; and Capsule International U.K. Limited (Foreign).


CROSS-ROADS II: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Cross-Roads II Enterprises, Inc.
        PO Box 2754
        Mission, TX 78572

Case No.: 14-70428

Chapter 11 Petition Date: August 4, 2014

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

Debtor's Counsel: Carina Criselda Garza, Esq.
                  GARZA GARCIA, PLLC
                  118 S. Shary Rd.
                  Mission, TX 78572
                  Tel: 956-585-0085
                  Email: carina@garzagarcialaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Norma Vela Segovia, president.

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


DOCASSIST LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: DocAssist, LLC
        11606 Hall Promenade, #205
        Miramar, FL 33025

Case No.: 14-27625

Chapter 11 Petition Date: August 4, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Hon. John K. Olson

Debtor's Counsel: Kristopher Aungst, Esq.
                  TRIPP SCOTT, P.A.
                  110 SE 6th Street, 15 Floor
                  Fort Lauderdale, FL 33301
                  Tel: 954-525-7500
                  Fax: 954-761-8475
                  Email: kea@trippscott.com

                    - and -

                  Charles M Tatelbaum, Esq.
                  TRIPP SCOTT, P.A.
                  110 SE 6th Street, 15th floor
                  Ft Lauderdale, FL 33301
                  Tel: 954-760-4902
                  Fax: 954-761-8475
                  Email: cmt@trippscott.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Donald Lyman, chief executive officer.

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


DYNAVOX INC: Seeks Extension of Plan Filing Date Until Oct. 3
-------------------------------------------------------------
Dynavox Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend the period by which they have
exclusive right to file a Chapter 11 plan until Oct. 3, 2014, and
the period by which they have exclusive right to solicit
acceptances of that plan until Dec. 2.

The Debtors said in court papers that they need the additional
time to conclude their Chapter 11 cases, and said they have a
working draft plan and disclosure statement that are close to
being finalized.

A hearing on the Debtors' request is scheduled for Sept. 24, 2014,
at 2:00 p.m. (ET).  Objections are due Sept. 17.

                         About Dynavox Inc.

DynaVox Intermediate LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case No. 14-10785) on April 6, 2014.  Two of its
affiliates, DynaVox Inc. and DynaVox Systems Holdings LLC, also
filed for bankruptcy (Case Nos. 14-10791 and 14-10790) the
following day.  The Debtors estimated assets and debts of at least
$10 million.  Cousins, Chipman & Brown, LLP, serves as the
Debtors' counsel.  Judge Peter J. Walsh presides over the case.

DynaVox Inc. (OTC: DVOX) is a holding Company with its
headquarters in Pittsburgh, Pennsylvania, whose primary operating
entities are DynaVox Systems LLC and Mayer-Johnson LLC.  DynaVox
provides speech generating devices and symbol-adapted special
education software to assist individuals in overcoming their
speech, language and learning challenges.


ENNIS COMMERCIAL: Deal Reached With Ben Ennis Estate
----------------------------------------------------
David Stapleton, the plan administrator for the confirmed plan of
liquidation of Ben A. Ennis dated Dec. 14, 2012, seeks approval of
settlements with:

     -- James Salven, the chapter 7 trustee for the bankruptcy
estate of Brian G. Ennis;

     -- Sheryl Strain, the chapter 7 trustee for the bankruptcy
estate of Pam Ennis; and

     -- David Stapleton, as the plan administrator under the
confirmed Second Amended Plan of Liquidation of Ennis Commercial
Properties LLC, dated Dec. 15, 2012, as modified on April 9, 2013,
proposed by Citizens Business Bank.

The plan administrator proposes to settle two adversary
proceedings commenced by the Brian and Pam trustees against Mr.
Stapleton in his capacity as administrator for the Ben Ennis
confirmed plan.  Those lawsuits seek to recover and avoid alleged
fraudulent transfers of two-thirds of the membership interests in
Ennis Commercial Properties-Florin Road LLC, which is a separate
entity from debtor Ennis Commercial Properties.

Florin Road is selling its property.  When the sale closes, the
Pam and Brian Trustees will each receive one-third of the net
proceeds from the sale after paying customary closing costs and
brokerage commissions.  The Ben Ennis Administrator will keep al
rents on hand of Florin Road less $17,500, which will be paid to
the Pam Trustee and $17,500 which will be paid to the Brian
trustee.  After the sale, the Ben Ennis Administrator will have
sole responsibility in winding down the affairs of Florin Road.

The settlement also resolves a title dispute with the Ennis
Commercial estate.  The ECP debtor has claimed ownership of land
in Porterville, Calif.  Title to the real properties is vested in
the name of the Ennis Family Investments, a general partnership.

After a thorough investigation, the ECP Administrator discovered
that the partners of EFI were Ben Ennis, Pam Ennis and Brian
Ennis.  The ECP Administrator also learned that EFI dissolved in
1998, but never finished winding up its affairs.

The parties agree that ECP will relinquish any ownership interest
in the proerties in exchange for obtaining reimbursement for costs
it spent on the properties from the sale proceeds.  The Pam and
Brian trustees will withdraw general, unsecured claims against ECP
in the amount of $74,140 for th Pam Trustee, $1,272,277 also for
the Pam Trustee, and $128,954 for the Brian trustee.

The Ben Ennis Administrator will be authorized to lead EFI's sales
efforts of the properties.  The Ben Ennis Administrator, and the
Pam and Brian trustees will each receive one-third of the net
proceeds from the sale after reimbursing ECP.

The parties will exchange mutual releases.

The real properties were originally estimated to have a value of
over $2 million.

Mr. Stapleton says the settlements avoid needless litigation which
would drain creditor recovery.

A hearing on the settlements is set for Aug. 13 in Bankruptcy
Court in Fresno, Calif.

                       About Ennis Commercial

Porterville, California-based Ennis Commercial Properties, LLC's
business consisted of acquiring raw land and building commercial
developments.  The Company then either operated or sold the
commercial buildings comprising the commercial development.

ECP is owned by Ben Ennis, Brian Ennis and Pamela Ennis, in equal
shares.  On Sept. 20, 2010, Pam Ennis and Brian Ennis transferred
all of their ownership interests in ECP to Ben Ennis.  ECP filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Cal. Case No.
10-12709) on March 16, 2010.

Peter L. Fear, Esq., and Gabriel J. Waddell, Esq., at the Law
Offices of Peter L. Fear, in Fresno, Calif., represent ECP as
counsel.  No creditors committee has been formed in the case.
In its schedules, the Debtor disclosed $40,878,319 in assets and
$43,922,485 in liabilities.

Ben Ennis filed a voluntary petition under Chapter 11 (Bankr. E.D.
Calif. Case No. 10-62315) on Oct. 25, 2010.

Pam and Brian filed separate Chapter 7 petitions.

On May 25, 2011, Terence Long was appointed as Chapter 11 Trustee
in the Benn Ennis bankruptcy.  Consequently, the Chapter 11
Trustee stood in the shoes of Ben Ennis, and held all of the
membership interests in ECP and controled it accordingly.  Justin
D. Harris, Esq., at Motschiedler, Michaelides, Wishon, Brewer &
Ryan, LLP, in Fresno, represented the Chapter 11 Trustee as
counsel.

The plan of reorganization proposed by secured creditor Wells
Fargo Bank for ECP was confirmed on June 27, 2013.

David Stapleton has been named as plan administrator for each of
the confirmed plans of Ben Enis and ECP.


ENTEGRA POWER: Files for Chapter 11 with Prepack Plan
-----------------------------------------------------
Entegra Power Group LLC sought Chapter 11 protection in Delaware
to implement a prepackaged restructuring plan that would convert
half of the $1.5-billion funded debt into equity.

The prepackaged Chapter 11 plan contemplates a comprehensive
financial restructuring of the Debtors' capital structure that
will reduce the Debtors' leverage and place the Debtors in a
stronger financial position for future competitive and strategic
initiatives.

The salient terms of the Plan are:

  (i) Holders of allowed prepetition second lien claims owed $237
million will receive their pro rata share of new second lien
Series A notes plus cash received by the Debtors from the proceeds
of the new second lien series B notes.

(ii) Holders of allowed prepetition third lien claims owed $1.31
billion will receive their pro rata share of (a) 100% of the ETC
senior equity interests and (b) $550 million in principal amount
of new third lien debt.  In addition, eligible Holders of allowed
prepetition third lien claims will be permitted to purchase new
second lien notes in the form of New Second Lien Series B Notes.

(iii) Existing equity interests in Entegra will be cancelled and
Holders of allowed equity interests in the parent company will
receive their pro rata share of the ETC series B equity interests.

(iv) Holders of all other claims and equity interests will be
unimpaired.

Negotiations with lenders resulted in significant majorities of
the Debtors' key stakeholders agreeing to support a restructuring
and vote to accept a prepackaged Chapter 11 plan pursuant to a
restructuring support agreement, dated June 27, 2014, among the
Debtors and (i) 100 percent in amount and number of the holders of
the Debtors' prepetition second lien debt; (ii) more than
66.6% in amount and half in number of the holders of the Debtors'
prepetition third lien debt; and (iii) holders of approximately
60% in amount of the Debtors' equity interests.

                    $1.5-Bil. in Long-Term Debt

As of the Petition Date, the Debtors' long-term debt obligations
totaled $1.5 billion.  The Debtors currently have no first-
priority secured debt; however, the prepetition second lien credit
agreement permits the Debtors to obtain up to $40 million in
revolving credit, secured on a first-priority basis.  The Debtors
owe $237 million (plus accrued but uncapitalized interest) under a
prepetition second lien credit agreement with U.S. Bank National
Association, as administrative agent.  The Debtors also have $1.31
billion outstanding on a prepetition third lien credit agreement
with Wells Fargo Bank, National Association, as agent.

As of the Petition Date, the Debtors have approximately $2.92
million in prepetition accrued but unpaid unsecured liabilities.

As of the Petition Date, Entegra had issued 27,000,000 units of
equity interests, held by approximately 38 entities.  Entegra's
three largest equity interest holders hold approximately 36% of
Entegra's outstanding equity interest units.

                 Economic Environment, Debt Woes

Michael R. Schuyler, the president and CEO, explained in a court
filing that wholesale electricity prices have fallen significantly
in recent history as a result of reduced electricity demand and
substantial reductions in natural gas prices.  Lower natural gas
prices have been caused, in part, by the rapid expansion of
natural gas production, and natural gas inventories arising from
the development of new extraction techniques and the discovery of
new shale deposits. Generally, the presence of low-priced natural
gas reduces the variable costs of natural-gas fired power
facilities and reduces the wholesale market price for all
generators.  Furthermore, the power generation industry is highly
competitive on both a regional and national level. This
competitive environment has added an additional layer of
complexity to the Debtors' existing challenges.

According to Mr. Schyler, the Debtors are subject to more than
$1.5 billion in funded debt obligations, the majority of which
(the prepetition third lien debt) is scheduled to mature on
October 19, 2015.  Due to the current economic environment, among
other things, the Debtors have determined that they will be unable
to satisfy all of their obligations under the prepetition second
lien credit agreement and prepetition third lien credit agreement.

Faced with these economic issues, the debtors negotiated with the
2011 second lien lenders and the prepetition third lien lenders in
an effort to fix their capital structure and position the Debtors
for ongoing success in the current economic environment.

                         First-Day Motions

Aside from the Plan documents, the Debtors on the Petition Date
filed motions for joint administration of their Chapter 11 cases,
for a combined hearing on their Chapter 11 plan and disclosure
statement, as well as requests to maintain its bank accounts, pay
sales and use taxes, prohibit utilities form discontinuing
services, pay prepetition claims in the ordinary course of
business, pay employee wages and benefits, and use cash
collateral.  The Debtor also filed an application to hire a claims
agent.

                     About Entegra Power Group

Entegra Power Group LLC and its affiliates operate an independent
power company that owns one of the largest gas-fueled power plants
in the United States, located in El Dorado, Arkansas.  In
addition, affiliate Gila River Energy Holdco LLC indirectly owns
one-half of another of the country's largest gas-fueled power
plants, in Gila Bend, Arizona.  The Entegra entities market
electric power from the two facilities to wholesale customers in
the southeastern and southwestern United States.

Entegra, Gila, and 10 other affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 14-11859) on Aug. 4,
2014.  The cases are pending before the Honorable Peter J. Walsh,
and the Debtors have requested that their cases be jointly
administered.

The Debtors have tapped Richards, Layton & Finger, P.A., as
counsel, and Prime Clerk LLC as claims and notice agent.

The Gila facility's direct owners are not debtors in the Chapter
11 cases, and the Gila Facility will not become property of the
Debtors' estates.


ENTEGRA POWER: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

        Debtor                                  Case No.
        ------                                  --------
        Entegra Power Group LLC                 14-11859
           aka Entegra Holdings LLC
        100 S. Ashley Drive, Suite 1400
        Tampa, FL 33602

        Entegra Power Services LLC              14-11860

        Gila River Energy HoldCo LLC            14-11861

        EPG LLC                                 14-11862

        Union Power Employee Company LLC        14-11863

        Entegra TC LLC                          14-11864

        Trans-Union Interstate Pipeline, L.P.   14-11865

        UPP Finance Co. LLC                     14-11866

        Trans-Union Pipeline LLC                14-11867

        Union Power Partners, L.P.              14-11868

        Union Power LLC                         14-11869

        Basso TP-2 Inc                          14-11870

Type of Business: The Debtors operate an independent power company
                  that owns one of the largest gas-fueled power
                  plants in the United States, located in El
                  Dorado, Arkansas.

Chapter 11 Petition Date: August 4, 2014

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

Debtors' Counsel: Mark D. Collins, Esq.
                  RICHARDS, 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 -

                 Jason M. Madron, Esq.
                 RICHARDS, LAYTON & FINGER, P.A.
                 One Rodney Square
                 P.O. Box 551
                 Wilmington, DE 19899
                 Tel: 302-651-7595
                 Fax: 302-651-7701
                 Email: madron@rlf.com

                    - and -

                 O'MELVENY & MYERS LLP

Debtors'         HOULIHAN LOKEY CAPITAL, INC.
Restructuring
and Financial
Advisor:

Debtors'         KPMG LLP
Auditor and
Tax Advisor:

Debtors'         PRIME CLERK LLC
Claims and
Noticing Agent:

Estimated Assets: $500 million to $1 billion

Estimated Liabilities: More than $1 billion

The petitions were signed by Michael R. Schuyler, president and
CEO.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Wells Fargo, as Third Lien          Bank Loan      $1,312,841,009
Administrative Agent
Jason Prisco
625 Marquette Avenue
11th Floor
MAC: N9311-110
Minneapolis, MN 55402
Tel: 410-884-2271

EPM Power and Water Solutions       Trade Debt          $364,732
22737 Network Place
Chicago, IL 60673-1227
Tel: 952-828-3700
Fax: 952-828-3737
Dave Terzian

Alstom Power Inc.                   Trade Debt          $270,614
3100 International Airport
Drive, Suite 600
Charlotte, NC 28208
Tel: 601-695-3172
Fax: 704-424-5931
Michael Rushing

Entergy Arkansas                     Utility            $186,467

Union County Water                   Utility            $180,599
Conservation Board

Ruhrpumpen, Inc.                     Trade Debt         $176,430

Allied Power Group                   Trade Debt         $169,544

PW Power Systems                     Trade Debt         $163,872

Ethos Energy                         Trade Debt         $151,402

Diversified Services Lawn            Trade Debt         $125,018
and Garden

Control Power Concepts, Inc.         Trade Debt         $106,790

CIA Specialist                       Trade Debt         $103,196

FERC                                 Regulatory          $90,998

King and Spalding LLP                Services            $90,000

John Ingram, Inc.                    Trade Debt          $79,520

GE Mobile Water, Inc.                Trade Debt          $62,858

TJC Crane                            Trade Debt          $58,606

Universal Plant                      Trade Debt          $46,877

ICCT Corp                            Services            $44,511

Advent Systems                       Services            $38,672

GE Betz                              Trade Debt          $37,622

CP&P Construction LLC                Trade Debt          $37,179

Plant-N-Power Services, LLC          Services            $36,303

GE Energy Control Solutions          Trade Debt          $35,982

Vinson Process Controls              Trade Debt          $32,777

Triencon Services, Inc.              Services            $29,328

Apache Global Painting Inc.          Trade Debt          $29,255

Scientech                            Trade Debt          $33,000

MMR Constructors, Inc.               Trade Debt          $23,744

Epicor Software                      Trade Debt          $21,590


ENVISION ACQUISITION: S&P Affirms 'B' Rating on Term Loan Add-Ons
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings on
pharmacy benefit manager (PBM) Envision Acquisition Co. LLC
following the company's announcement that it is acquiring Kansas
City, Mo.-based PBM MedTrak.  The outlook is stable.

The company will finance the acquisition through tack-ons to the
company's existing first- and second-lien term loans, as well as
$50 million in fresh sponsor equity.  The transaction also
increases balance sheet cash and revolver capacity, which S&P
expects to support liquidity during a year in which S&P now
expects adverse working capital swings.

"Our ratings on Envision reflect leverage that we expect to exceed
5x over the next two years and our expectation that financial
policy will remain aggressive," said credit analyst Shannan
Murphy.  "These key factors support our view that the company's
financial risk profile is "highly leveraged".  Our ratings also
consider the company's narrow focus as a provider of PBM services,
its limited size in an industry where scale confers significant
benefits, some operational missteps within the company's insurance
segment, and EBITDA margins that are below industry averages,
supporting our view of a "weak" business risk profile."

S&P's rating outlook is stable, reflecting its expectation that
Envision will quickly integrate the MedTrak acquisition and that
organic revenue growth will remain at least at a mid-single-digit
rate.  S&P's stable outlook also reflects its expectation that
cash inflows and outflows from the insurance business will be more
evenly matched because of underwriting changes in 2015, and that
the large receivable from Medicare will be reversed in November
2015.

Downside scenario

S&P could lower the rating if working capital usage is higher than
expected in the second half of 2014, requiring the company to draw
meaningfully on its revolver.  In addition, S&P could lower the
rating if the company is unable to better manage the working
capital issues related to its insurance business in 2015, as this
might suggest to S&P that this business poses a threat to the
company's cash flow and liquidity.

Upside scenario

S&P could raise the rating if Envision is able to permanently
reduce leverage below 5x.  S&P views this as unlikely over the
next year given financial sponsor ownership and the company's
stated interest in growing the business through acquisitions.


ENVISION PHARMACEUTICAL: Moody's Affirms B3 Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Envision Pharmaceutical
Holdings, Inc's. B3 Corporate Family Rating and B3-PD Probability
of Default Rating following the announcement that the company
plans to add $175 million of bank debt, largely to fund the
acquisition of MedTrak Services, a regional, privately-held
pharmacy benefit manager (PBM). At the same time, Moody's affirmed
the B2 rating on the company's First Lien Term Loan (which will
include $125 million in tack-on debt) and its Secured Revolver and
the Caa2 rating on its Second Lien Term Loan (which will include
$50 million in tack-on debt). The rating outlook has been revised
to stable from positive.

Ratings affirmed:

Envision Pharmaceutical Holdings, Inc.

  Corporate Family Rating at B3

  Probability of default of B3-PD

  $530 million (upsized from $405 million) First Lien Senior
  Secured Term Loan at B2, (LGD-3)

  $65 million Senior Secured Revolver at B2, (LGD-3)

  $225 million (upsized from $175 million) Second Lien Senior
  Secured Term Loan at Caa2, (LGD-5)

Ratings Rationale

The change from a positive to stable outlook reflects Moody's view
that Envision is likely to sustain leverage above levels
consistent with a B2 rating.

"Envision's pursuit of a largely debt-financed acquisition is
outside of Moody's previous expectations," said Diana Lee, a
Moody's Senior Credit Officer.

Envision's B3 CFR reflects the company's very high proforma
leverage, which, following its acquisition of MedTrak, will be
about 6.5 times based on estimated EBITDA (including LTM EBITDA
for the acquired company but excluding synergies anticipated by
management) for the twelve months ended June 30, 2014. The rating
also reflects the company's very small size in a rapidly
consolidating pharmacy benefit management industry, which is
dominated by two very large PBMs, Express Scripts and CVS
Caremark. As a niche PBM, Envision differentiates itself by being
more transparent with its customers, which includes use of a pure
"pass-through" pricing model, but its growth will be limited by
its smaller size and offerings. MedTrak's more traditional PBM
model will potentially broaden Envision's customer base, but does
appear to run counter to Envision's current focus. The company's
insurance segment is exposed to capitated risk and liquidity risk
associated with Medicare Part D members. That said, Envision will
have expansion opportunities in the Medicaid space and still
small, but growing mail order and specialty business. Its
infertility drug discount business -- focused on marketing
specialty drug, Follistim, to a niche population -- will be
subject to challenges related to generic competition.

The stable outlook reflects Moody's belief that the company will
maintain leverage above 5.0 times over the next 12 to 18 months.
If Envision realizes improved sales and profitability so that
debt/EBITDA is sustained below 5.0 times, the ratings could be
upgraded. In addition, Moody's would need to see RCF/debt that is
sustained above 10%. If operating results (associated with loss of
members or pricing constraints) deteriorate, the ratings could be
downgraded. A need to borrow for additional large acquisitions or
weakened liquidity could also result in a rating downgrade.
Debt/EBITDA sustained around 7.0 times could also result in a
ratings downgrade.

The principal methodology used in this rating 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.

Envision Pharmaceutical Holdings, Inc. is a pharmacy benefit
manager headquartered in Twinsburg, Ohio. The company serves a
number of customers including employer groups, hospitals, unions,
regional managed care organizations, as well as Medicare Part D
and state Medicaid plans.


ETEL-RX INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: eTel-Rx, Inc.
        21811 Kelly, Suite 103
        Eastpointe, MI 48021

Case No.: 14-52690

Nature of Business: Health Care

Chapter 11 Petition Date: August 4, 2014

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Mark A. Randon

Debtor's Counsel: Anthony James Miller, Esq.
                  SCHNEIDER MILLER, PC
                  645 Griswold, Suite 3900
                  Detroit, MI 48226
                  Tel: 313-237-0850
                  Fax: 586-281-3770
                  Email: amiller@schneidermiller.com

Total Assets: $2.36 million

Total Liabilities: $3.34 million

The petition was signed by Paul Prentis, vice-president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mieb14-52690.pdf


EVERYWARE GLOBAL: S&P Raises CCR to 'CCC+'; Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on EveryWare Global Inc. to 'CCC+' from 'CCC-'.  The
outlook is negative.  At the same time, S&P raised the existing
term loan issue-level rating to 'CCC' from 'CC'.  The recovery
rating on the term loan remains '5', which reflects S&P's
expectations for modest (10% to 30%) recovery in the event of a
payment default.

"The upgrade reflects our view that a default scenario is less
likely as a result of a $20 million investment from majority
owner, Monomoy Capital Partners, in addition to a waiver received
for the covenant default in the quarter ended March 2014 and the
expected covenant default in the quarter ended June 2014.  The
term loan agreement was amended such that the company is not
subject to any financial maintenance covenants until March 2015,"
said credit analyst Stephanie Harter.  "We believe the term loan
amendment and cash investment allows the company time to improve
its operations, but we believe there are still concerns regarding
performance and ability to generate cash flow over the next 12
months.  The company is deeply exposed to weaker discretionary
spending by consumers not only in its retail businesses, but also
in its foodservice segment, as lower hotel occupancy rates and
fewer diners at casual and family restaurants led to fewer
replacement orders."

The negative outlook reflects S&P's expectations that significant
uncertainty exists regarding the company's operating performance
and cash flow capability over the next 12 months.

Upside scenario

S&P could consider an upgrade if the company is able to stabilize
operating performance while maintaining adequate liquidity,
including sufficient cushion on scheduled future financial
maintenance covenants.

Downside scenario

S&P could lower the rating if the company's operating performance
deteriorates to the point that S&P believed the company would have
difficulty meetings upcoming interest and amortization payments.


FRANKLIN BANK: Late Claim Doesn't Waive Senior Creditor Status
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that even though an indenture trustee for senior debt
holders was more than two years late in filing a claim, the senior
creditors nonetheless were entitled to collect before subordinated
noteholders as a result of subordination provisions in the loan
documents, according to a July 21 opinion by U.S. District Judge
Richard G. Andrews in Wilmington, Delaware.

According to the report, Judge Andrews disagreed with the
bankruptcy judge and cited New York law for the proposition that
contractual subordinations are waived only if "they are knowingly,
voluntarily and intentionally abandoned."  Although "inaction in
certain circumstances could give rise to waiver," Judge Andrews
said, the "facts here do not support that finding," the report
related.

The case is Bank of New York Mellon Trust Co. NA v. Miller (In re
Franklin Bank Corp.), 13-l713, U.S District Court, District of
Delaware (Wilmington).

                        About Franklin Bank

Franklin Bank, S.S.B., Houston, Texas, was closed November 7,
2208, by the Texas Department of Savings and Mortgage Lending, and
the Federal Deposit Insurance Corporation was named receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with Prosperity Bank, El Campo, Texas, to
assume all of the deposits, including those that exceeded the
insurance limit, of Franklin Bank.

As of September 30, 2008, Franklin Bank had total assets of $5.1
billion and total deposits of $3.7 billion. Prosperity Bank agreed
to assume all the deposits, including the brokered deposits, for a
premium of 1.7 percent.  In addition to assuming all of the failed
bank's deposits, Prosperity Bank will purchase approximately $850
million of assets.  The FDIC said it will retain the remaining
assets for later disposition.


FRESH & EASY: Debtors' Chapter 11 Plan Effective
------------------------------------------------
Old FENM Inc., f/k/a Fresh & Easy Neighborhood Market Inc.,
notified the U.S. Bankruptcy Court for the District of Delaware
that their Second Amended Joint Chapter 11 Plan of Reorganization
became effective in accordance with its terms, and the Effective
Date occurred, on July 23, 2014.  The Plan was confirmed on
July 2.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
recalls that the plan, which emanated from a settlement with owner
Tesco Plc, provides for full payment to all creditors, except
Tesco.  Tesco will only recover about 6.4 percent of its claim
that totaled $907.2 million at the outset of bankruptcy, the
report said.

                       About Fresh & Easy

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and
13-12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

Jones Day serves as lead bankruptcy counsel.  Richards, Layton &
Finger, P.A., serves as local Delaware counsel.  Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker.  Prime Clerk
LLC acts as the Debtors' claims and noticing agent.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. The Debtors estimated assets of at least $100
million and liabilities of at least $500 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.  Pachulski Stang Ziehl & Jones LLP serves as
counsel to the Committee. FTI Consulting, Inc. serves as its
financial advisor.

The Debtors closed, on or about Nov. 26, 2013, the sale of about
150 supermarkets plus a production facility in Riverside,
California, to Ron Buckle's Yucaipa Cos.  Pursuant to the sale
terms, the bankruptcy company changed its name, and the name of
the case, to Old FENM Inc.

Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware on July 2, 2014, issued an order confirming Old FENM,
Inc., et al.'s second amended joint Chapter 11 plan of
reorganization.


GENERAL MOTORS: Doesn't Plan to Change Supply-Chain Safety Process
------------------------------------------------------------------
Colum Murphy, Joseph B. White and Jake Maxwell Watts, writing for
The Wall Street Journal, reported that General Motors Co. said it
has no immediate plans to review how it manages safety standards
further down its supply chain, three days after a deadly blast at
a supplier's contractor in China.  According to the report, the
auto maker will continue the prevailing industry practice in which
car makers rely on their direct component suppliers to monitor the
safety standards of indirect suppliers further down the chain, the
company's president said.

On Aug. 2, an explosion in the eastern Chinese city of Kunshan
killed at least 75 workers and injured 185 more at Kunshan
Zhongrong Metal Production Co., a subcontractor to car-wheel-maker
Citic Dicastal Wheel Manufacturing Co., which is a supplier to GM,
the report related.

                       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.


HAAS ENVIRONMENTAL: Files Exit Plan; Disclosures Face Objections
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Haas
Environmental Inc., Santander Bank, N.A., and Ford Motor Credit
Company LLC filed with the U.S. Bankruptcy Court for the District
of New Jersey objections to the disclosure statement describing
the Debtor's proposed Plan of Reorganization.

A copy of the Disclosure Statement is available for free at:

                       http://is.gd/Y5CJlo

The Disclosure Statement filed by the Debtor on May 27, 2014, says
that the Debtor seeks to accomplish payments by providing payments
to creditors from (a) cash on hand on the effective date; (b)
funds held in escrow by Sherman Silverstein prior to the effective
date; (c) the new value contribution; (d) net proceeds of the sale
of the inventory; (e) net proceeds of the sale of the Steubenville
property; and (f) proceeds from causes of action.

The Debtor will fund its ongoing operations and all payments to
holders of Class 1-5 claims from funds in its possession on and
after the effective date.  Payments to Class 6 will be made by
sole shareholder Eugene Haas from his personal funds.  Payments on
account of allowed professional claims, allowed priority tax
claim, allowed Class 7 claims, and allowed Class 8 claims will be
made from a plan payment fund.  Distributions to allowed
professional claims, allowed priority tax claims, allowed Class 7
claims, and allowed Class 8 claims will be made in this order:

      a. payment, in full, of all allowed professional claims;
      b. payment, in full, of all allowed priority tax claims;
      c. payment, in full, of all allowed class 7 claims; and
      d. distributions on account of allowed class 8 claims.

If the plan payment fund doesn't contain sufficient funds to make
distributions to satisfy allowed professional claims, the Debtor
or reorganized debtor will provide an amount equal to the
lesser of $60,000 or the remaining balance owed on account of
allowed professional claims on each of Aug. 15, 2014, Oct. 15,
2014, and Dec. 15, 2014, which funds will be used solely for the
payment of allowed professional claims.  The Debtor or reorganized
debtor will be reimbursed any amount that it contributes to the
plan payment fund upon availability of funds in the plan payment
fund.

Upon the effective date, Mr. Haas will be deemed appointed as the
plan administrator and will be responsible for making
distributions from the play payment fund under the Plan.
Management of the Debtor's operations after the effective date
will continue to be run by Mr. Haas as its president.

The effective date of the proposed Plan is: (a) 14 days after
entry of the confirmation order; (b) the date the plan
administrator executes the plan administrator agreement; and
(c) the date the new value contribution is deposited with Sherman
Silverstein.

A hearing for the Court to consider the approval of the Disclosure
Statement was set for July 10, 2014, at 2:00 p.m.

Committee's Objection

The Committee claims in a court filing dated June 26, 2014, that
the Plan's distribution scheme violates the absolute priority rule
as it impermissibly delivers all of the equity of the reorganized
debtor to the Debtor's sole equity interest holder, without
providing payment in full to holders of senior classes of impaired
claims.  The Debtor, says the Committee, cannot avail itself of
the "new value" exception to the absolute priority rule because
the proposed "new value" contribution is woefully inadequate and
the Debtor failed to test the adequacy of the "new value"
contribution against the market.

The Committee's objection states that the Plan also contains
inappropriate provisions that are highly prejudicial to the
interests of the Debtor's estate and creditors, like the broad
third-party releases by the Debtor's estate in favor of the
Debtor's sole equity interest holder and other insiders.

The Committee adds, "The Disclosure Statement is completely silent
as to any basis for the inclusion in the Plan of broad third-party
releases in favor of the Debtor's sole Equity Interest Holder and
various other insiders.  These proposed releases warrant
particular scrutiny by the Court as there is no consideration,
much less fair consideration, being provided by the proposed
beneficiaries of these third-party releases.  Furthermore, many of
the proposed beneficiaries of the third-party releases are the
same exact parties who were recipients of significant and
substantial prepetition transfers, which the Committee believes
were fraudulent transfers and/or preferential payments."

A copy of the objection is available for free at:

                       http://is.gd/a1nMsK

Santander's Objection

Santander states in its objection filed on June 26, 2014, that the
Plan unfairly discriminates against Santander, is not fair and
equitable with respect to Santander, is not feasible, contains
impermissible third-party releases and violates the absolute
priority rule by not exposing Debtor's equity interests to the
market.

Santander says that the Disclosure Statement fails to provide any
disclosure concerning (i) the Santander Judgment; (ii) the
Debtor's identification and proposed treatment of the Santander
collateral; (iii) the value of the Debtor's property -- including
the Santander Collateral -- to be used by the reorganized Debtor
post-bankruptcy; and (iv) the method or analysis by which Debtor
seeks to reduce the Santander Secured Debt to $48,000.  Santander
complains that Exhibit "F" to the Disclosure Statement is the
Debtor's Chapter 7 liquidation analysis, which lists Santander as
holding an "$83,000 Third Position Lien against Debtor's Cash and
Accounts Receivable".  That value, Santander states, is
inconsistent with other sections of the Disclosure Statement.

As of June 24, 2014, Debtor owes Santander $817,946.30, exclusive
of attorneys' fees and other costs.  The Santander Secured Debt is
secured by a perfected UCC-1 lien all assets of the Debtor,
whether presently owned or later acquired, including all cash and
non-cash proceeds.  The Debtor's sole shareholder, Eugene Haas,
among other non-debtor guarantors, has guaranteed the Santander
Secured Debt.  Santander holds a judgment entered by the Superior
Court of New Jersey against Eugene Haas, Kimberly Haas and Shale
Solutions, LLC, for their failure to repay the Santander Secured
Debt.

A copy of the objection is available for free at:

                        http://is.gd/8sVJp9

Ford Motor Credit's Objection

On June 5, 2014, Ford Motor Credit Company LLC, holder of a first
purchase money security interest encumbering a number of vehicles
owned by the Debtor, filed with the Court an objection to the Plan
and the Disclosure Statement, claiming that they do not precisely
state how Ford Motor Credit will be paid after confirmation.

Ford Motor Credit's loans are cross collateralized.  "The
Disclosure Statement and Plan do not refer to that and should.
The Plan should refer to the fact that Ford Credit will retain its
liens on all vehicles it financed after confirmation.  The Plan
and Disclosure Statement should be amended to reflect that Ford
Credit will be paid the contract rate of interest set forth on
each retail installment contract secured by the vehicle it
financed," Ford Motor Credit says.

The loans encumbering the vehicles are in default both
pre-petition and post-petition.  Ford Motor Credit claims that the
Disclosure Statement does not address how pre-petition arrears
will be cured.

A copy of the objection is available for free at:

                       http://is.gd/v6NwR7

                  About Haas Environmental, Inc.

Haas Environmental, Inc., filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 13-27297) on Aug. 6, 2013.  Eugene Haas signed the
petition as president.  Judge Kathryn C. Ferguson presides over
the case.  The Debtor disclosed $10,127,069 in assets and
$11,595,611 in liabilities as of the Chapter 11 filing.  Jerrold
N. Poslusny, Jr., Esq., at Cozen O'Connor, in Cherry Hill, New
Jersey, serves as the Debtor's counsel.

Mary E. Seymour, Esq., at Lowenstein Sandler LLP, serves as
counsel for the Official Committee of Unsecured Creditors.
EisnerAmper LLP serves as its financial advisor.


JUDGE CORPORATION: Case Summary & 9 Unsecured Creditors
-------------------------------------------------------
Debtor: Judge Corporation
           dba Xpress Travel Center
        120 E. Highway 80
        Forney, TX 75126

Case No.: 14-33794

Chapter 11 Petition Date: August 4, 2014

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  JOYCE W. LINDAUER, ATTORNEY AT LAW
                  8140 Walnut Hill Ln. Ste. 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: joyce@joycelindauer.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mandeep Singh, owner.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb14-33794.pdf


LIBERTY MEDICAL: Plan Filing Deadline Extended to Aug. 15
---------------------------------------------------------
In the Chapter 11 cases of diabetics supply provider Liberty
Medical, ATLS Acquisition, LLC, and their affiliates, the Delaware
Bankruptcy Court extended the Debtors' exclusive period to file a
Chapter 11 plan by 63 days through and including Aug. 15, 2014,
and the exclusive period to solicit votes on the Plan through and
including Nov. 4, 2014.

                      About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the
Debtor's counsel; Ernst & Young LLP to provide investment banking
advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing
agent for the Clerk of the Bankruptcy Court.

An official committee of unsecured creditors has been appointed in
the case and consists of LifeScan, Inc., Abbott Laboratories, and
Teva Pharmaceuticals USA, Inc.  They are represented by Joseph H.
Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent,
Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S.
Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein
Sandler LLP.  The Committee has tapped Mesirow Financial
Consulting, LLC, as financial advisors.


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

     Debtor                                     Case No.
     ------                                     --------
     MDM Golf of Gillette Ridge, LLC            14-21565
     1360 Hall Blvd.
     Bloomfield, CT 06002

     MDM Golf of GR, LLC                        14-21566
     1360 Hall Blvd.
     Bloomfield, CT 06002

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: August 4, 2014

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Hon. Albert S. Dabrowski (14-21565)

Debtors' Counsel: Peter L. Ressler, Esq.
                  GROOB RESSLER & MULQUEEN, PC
                  123 York Street, Ste 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  Email: ressmul@yahoo.com

                                 Estimated     Estimated
                                  Assets      Liabilities
                                ----------    -----------
MDM Golf of Gillette            $1MM-$10MM    $1MM-$10MM
MDM Golf of GR, LLC             $1MM-$10MM    $1MM-$10MM

The petitions were signed by Matthew F. Menchetti, managing
member.

A list of MDM Golf of Gillette's 10 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ctb14-21565.pdf

A list of MDM Golf of GR, LLC's 10 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ctb14-21566.pdf


MOMENTIVE PERFORMANCE: Plan Has Backing of Labor Union
------------------------------------------------------
Sherri Toub, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Momentive Performance
Inc., the producer of silicones for the semiconductor industry,
has the support of the labor union representing the overwhelming
majority of its unionized employees as it prepares to seek
approval of its contested Chapter 11 plan.

According to the report, the union says it strongly supports the
proposed reorganization plan because it adopts Momentive's
collective bargaining agreements and will significantly reduce the
company's "unreasonable" debt level.  The four-day confirmation
hearing is scheduled to start Aug. 18, the report noted.

                   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.


NAVARRO ORTHODONTIX: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Navarro Orthodontix of Edinburg, PLLC
        911 North Macarthur
        Irving, TX 75061

Case No.: 14-33804

Nature of Business: Health Care

Chapter 11 Petition Date: August 4, 2014

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Harlin DeWayne Hale

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

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Carlos Navarro, managing member.

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


OHIO COUNTY, KY: Moody's Affirms 'Ba2' Rating on $83.3MM Bonds
--------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 senior secured rating
on $83.3 million of County of Ohio, Kentucky (the county)
Pollution Control Refunding Revenue Bonds (Big Rivers Electric
Corporation Project; cusip number 677288AG7) and concurrently
revised the rating outlook to stable from negative.

Ratings Rationale

"The rating actions for the pollution control refunding revenue
bonds previously issued by the county on behalf of Big Rivers
Electric Corporation (BREC) primarily reflect BREC's good progress
in implementing load concentration mitigation strategies, the most
critical ones being the credit supportive rate case outcomes at
the Kentucky Public Service Commission (KPSC) and better than
anticipated success in selling excess energy and capacity off
system in the MISO and other markets at good margins" said Kevin
Rose, Vice President-Senior Analyst. "BREC is more dependent on
rate increases and other mitigation strategies because it is
compensating for the significant loss of load from two aluminum
smelters who were previously being served by BREC's largest member
owner, Kenergy Corp., until they terminated their respective power
purchase contracts" Rose added. In the first instance the
Hawesville smelter terminated its contract effective August 20,
2013 and then the Sebree smelter terminated its contract effective
January 31, 2014.

The Ba2 rating further recognizes the cost plus nature of the
cooperative model which generally allows for cost recovery from
its members, albeit tempered in this case to some degree because
BREC's rates are regulated by the KPSC, which is atypical for the
G&T coop sector. Still, BREC's credit profile not only reflects
the financial benefits of recent rate case decisions, but also
factors the various steps it took to unwind a lease and other
transactions in 2008 and 2009 where among other benefits, residual
cash was set aside in restricted accounts to provide a mitigant in
the event of lost smelter load. Pursuant to the terms of the
latest KPSC rate case decision, cash in the restricted accounts is
being used, as intended, to mitigate cost pressures from
significant smelter load loss.

BREC's contracts with its former largest customer, Century
Aluminum of Kentucky (a subsidiary of Century Aluminum Company,
which owns the Hawesville and Sebree smelters) historically made
up roughly two-thirds of BREC's annual energy sales and accounted
for just under 60% of its system demand and in excess of 60% of
annual revenues. While initial expectations contemplated the
prospect that both smelters could cease operations upon expiration
of their respective power contracts, subsequent developments are
allowing the smelters to continue operating, while purchasing
power on the wholesale market. Effective June 3, 2013, Century
acquired substantially all the assets of the Sebree aluminum
smelter from Rio Tinto Alcan. This deal followed Century's
definitive agreement with BREC and Kenergy which, upon receiving
various regulatory approvals, is allowing Century to continue
operating its Hawesville smelter by purchasing electricity on the
open market. Under the agreement, Kenergy arranges for the energy
purchases at wholesale market prices and Century pays the market
price and additional amounts to cover any incremental costs
incurred by BREC and Kenergy to accommodate Century's desire to
purchase energy on the market for the Hawesville smelter. Century
used this framework as a model for a similar arrangement for the
Sebree smelter which is allowing it to continue operating as well
since its contract expired on January 31, 2014. When compared to
the alternative scenario of having both smelters permanently shut
down, Moody's view this outcome as being a better alternative from
a credit standpoint as ancillary loads remain intact with BREC and
Kenergy being reimbursed for the incremental costs to purchase
power at wholesale market prices for the smelters.

On October 29, 2013 the KPSC approved a wholesale power rate
increase of $54.2 million (retroactive to August 20, 2013), and,
on April 25, 2014 approved a wholesale power rate increase of
$36.2 million (retroactive to February 1, 2014). Even though the
approved rate increases are about 20% and 50% less than the full
amounts included in the revised filings, respectively, the rate
increases are credit positive for BREC because the incremental
amounts will support financial performance, ensure a degree of
cushion for compliance with financial covenants, and allow for
BREC to further advance strategies to mitigate the significant
electric load loss owing to the termination of contracts with its
two aluminum smelters. Moody's notes that it is not uncommon for a
state public service commission to disallow certain requested
amounts in rate case proceedings and in some instances, disallowed
amounts are even more substantial compared to BREC's recent
decisions. Notwithstanding the fact that BREC is left with
substantial excess capacity due to the large customer contract
terminations, the KPSC made supportive comments in the recent rate
orders about prudent mitigation steps taken by BREC and the
commission clearly states its intent to ensure rates are
sufficient to maintain BREC's financial integrity. To that end,
the KPSC rates approved in the April 2014 rate order are designed
to enable BREC to achieve a 1.3x Times Interest Earned Ratio
(TIER), a level that is 20 basis points higher than the 1.1times
margins for interest (essentially the equivalent of TIER) required
under BREC's indenture.

Importantly and a key rating consideration are the KPSC's approval
of plans to accelerate use of the economic reserve, rural economic
reserve and transmission revenue economic reserve accounts in the
amount of roughly $97 million as of June 30, 2014 to offset the
rate increase approved April 25, 2014. The accelerated use of the
reserve accounts effectively neutralizes the non-smelter customer
rate impact from the April 25, 2014 rate order for large
industrial/business (non-smelter) customers and for rural
(residential) customers. Under this approach, the additional rate
shock for BREC's non-smelter customers is delayed into mid-2015
for large industrial/business (non-smelter) customers and mid-2016
for rural (residential) customers, during which time BREC will
continue to implement other load concentration mitigation
strategies.

BREC's other load concentration mitigation strategies, some of
which are already being implemented, include entering into long-
term bilateral sales arrangements, temporarily idling generation
and reducing staff, making short-term off system sales,
participating in the capacity markets, and selling or leasing
generating assets. In that vein, BREC has said that it would
specifically consider the sale of its 417-MW D.B. Wilson and 443-
MW K.C. Coleman coal-fired plants. Concurrently, BREC is selling
power forward from the Wilson plant under four separate
transactions that will allow BREC to continue operating the Wilson
plant through May 31, 2016. The cooperative is also responding to
other requests for proposals to sell power from the Wilson plant
to other energy providers and awaits further developments related
to those responses. The Coleman plant was idled in May 2014 and
will be maintained to permit restart should market conditions
become economically feasible. Longer term opportunities may also
arise for sales of electricity, depending on economic development
activity in its service territory. Should a transaction, either an
outright sale or a unit specific long-term power arrangement for
all capacity involving both Wilson and Coleman occur, BREC's total
owned/available capacity would reduce to 584 MW from 1,444 MW.
BREC also has rights to about 197 MW of coal-fired capacity from
Henderson Municipal Power and Light Station Two and about 178 MW
of contracted hydro capacity from Southeastern Power
Administration.

In terms of liquidity considerations, BREC addressed what had been
its most pressing call on cash by using a portion of its existing
cash on May 31, 2013 to repay a $58.8 million tax-exempt debt
maturity which was scheduled for June 1, 2013. Following the debt
repayment, BREC reports its cash and temporary investments balance
is approximately $126.8 million at June 30, 2014 and its debt
maturities over the next eight quarters are largely comprised of
scheduled amortizations of long-term debt to be paid at a rate of
roughly $5.5 million per quarter. BREC is taking steps to maintain
its external liquidity by negotiating with National Rural
Utilities Cooperative Finance Corp. (NRUCFC) for a senior secured
loan to fund an estimated $25-$30 million of KPSC approved
environmental related capital expenditures over the next two
years. Moody's understand that BREC recently received a term sheet
for this multi-year loan reflecting agreed terms and conditions
following the favorable KPSC rate orders, which would serve as a
bridge to long-term senior secured financing under the U.S.
Department of Agriculture's Rural Utilities Service (RUS) loan
program. BREC also has a $50 million secured revolver with NRUCFC,
which expires in July 2017. The negotiations with NRUCFC and
approval from the KPSC to amend and extend the former revolver
which was set to expire in July 2014, converted the facility to a
secured position under BREC's indenture to take into account
credit challenges created by the smelter-related load loss.
Moody's view the extension of this facility to be an important
liquidity milestone since BREC terminated its $50 million CoBank
facility. The existing cash on hand and the full availability
under the $50 million secured revolver with NRUCFC, along with the
anticipated three-year senior secured term loan with NRUCFC for
environmental capital expenditures will supplement the
cooperative's internally generated cash flow going forward.

What Could Change the Rating -- Up

In light of ongoing credit challenges, BREC's rating is not likely
to be upgraded in the near term. Further significant support from
the KPSC in any future regulatory filings and successful results
through other ongoing load concentration mitigation strategies
would be credit positive and help to improve BREC's rating.

What Could Change the Rating -- Down

There are a variety of factors that could cause us to take
negative rating action, including a shift to less regulatory
support in future regulatory filings and weakening of external
liquidity. Furthermore, if full and timely recovery of
environmental compliance costs does not occur as anticipated under
the KPSC approved environmental cost recovery mechanism, that
would add downward rating pressure, especially if such amounts
increase substantially from currently anticipated levels.

Big Rivers Electric Corporation is an electric generation and
transmission cooperative headquartered in Henderson, Kentucky and
owned by its three member system distribution cooperatives --
Jackson Purchase Energy Corporation; Kenergy Corp; and Meade
County Rural Electric Cooperative Corporation. These member system
cooperatives provide retail electric power and energy to
approximately 114,000 residential, commercial, and industrial
customers in 22 Western Kentucky counties.


OVERSEAS SHIPHOLDING: Reorganization Plan Effective
---------------------------------------------------
Overseas Shipholding Group, Inc., et al., notified the U.S.
Bankruptcy Court for the District of Delaware that on Aug. 5,
2014, each of the conditions precedent to the effectiveness of the
First Amended Joint Plan of Reorganization occurred or was waived
in accordance with the provisions of the Plan.  Accordingly, the
Plan became effective and was substantially consummated on Aug. 5.
The Debtors will make initial distributions to holders of allowed
claims and allowed equity interests on or before Aug. 19.

                   About Overseas Shipholding

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

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

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

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

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

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

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

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

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


PACKAGING DYNAMICS: Note Redemption No Impact on Moody's B2 CFR
---------------------------------------------------------------
Moody's Investors Service related that Packaging Dynamics
Corporation's planned redemption of a significant portion of the
company's $425 million 8.75% senior secured notes due 2016 is
credit positive, but it does not impact the company's B2 Corporate
Family Rating (CFR), B2-PD Probability of Default Rating (PDR) or
stable rating outlook. Furthermore, the B3 rating on the notes is
unchanged, with $340 million that will remain outstanding
following the completion of the transaction.

Packaging Dynamics Corporation manufactures and converts value-
added food packaging products and flexible adhesive lamination
structures. Headquartered in Chicago, Packaging Dynamics is a
portfolio company of private equity firm Kohlberg & Company and
generated approximately $584 million of revenue for the twelve
months ended March 31, 2014.


PRM FAMILY: Creditor's Panel Files Liquidation Plan Outline
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of PRM Family
Holding Company, L.L.C., filed with the U.S. Bankruptcy Court for
the District of Arizona a disclosure statement in connection with
the solicitation of acceptances of the Joint Plan of Liquidation
dated July 25, 2014.

A copy of the Disclosure Statement is available for free at:

          http://bankrupt.com/misc/PRMFAMILY_1171_ds.pdf

The Plan proposes this treatment: holders of allowed CNG Secured
Claims, allowed secured tax claims and allowed other secured
claims will be paid in full.  The holders of allowed
administrative claims will be paid with proceeds as assets of the
estates are liquidated by a creditor trustee, or as agreed between
the creditor trustee and the claim holder.  Holders of allowed
priority tax claims and other priority claims will be paid in
order of priority from a creditor trust.  Allowed general
unsecured claims will be deemed to hold unsecured creditor trust
interests and will receive pro rata distributions from the
Creditor Trust, and the Debtors' equity securities will be
cancelled and terminated.  The Plan will be funded in part by a
contribution from related third parties, Provenzano Family
members and their respective trusts, in exchange for an
acknowledgement, affirmation and ratification that the estates and
their creditors hold no claims and fully release any claims
against the Plan Funding Source.

The Creditor Trustee will be charged with: (i) pursuing
claims and causes of action on behalf of the Creditor Trust;
(ii) analyzing and reconciling claims that have been filed against
the Debtors' estates; and (iii) making distributions on account of
allowed claims in accordance with the Plan and the
creditor trust agreement entered into with respect thereto.

The cost of distributing the Plan and Disclosure Statement as well
as the costs, if any, of soliciting acceptances, will be paid from
property of the estates.  Professional fees of the plan
proponents' counsel are not contingent upon the acceptance of the
Plan, and are payable as a cost of administration, upon court
approval.

All remaining assets of the Debtors' estates will be transferred
to the Creditor Trust and will be held for the benefit of the
holders of (i) allowed administrative claims, allowed priority tax
claims and allowed priority claims, and (ii) allowed general
unsecured claims.  The provisions of the Creditor Trust will be
implemented under the direction of the Creditor Trustee, who will
be designated prior to the confirmation hearing.

Prior to the Effective Date, the Committee will select three
creditors to serve on an advisory board.  The Creditor Advisory
Board will: (a) select a successor Creditor Trustee in the
event that the initial Creditor Trustee needs or is required to
resign or is unable to complete its duties as Creditor Trustee;
(b) advise the Creditor Trustee with respect to his or her duties,
including the reconciliation of claims, distributions to
beneficiaries of the Creditor Trust and avoidance actions; and (c)
file any necessary pleadings with the Court challenging any
actions of the Creditor Trustee as permitted under the Creditor
Trust Agreement.  The Creditor Trustee will provide the Creditor
Advisory Board with quarterly reports.

On the Effective Date, all of the equity securities in the Debtors
will be and are deemed to be cancelled.  Upon receipt
by the Debtors (or the Creditor Trust) of the plan funding
Contribution with a value of $1.6 million from the Plan Funding
Source, the guarantor release parties are fully released from any
claims or causes of action held by the Debtors and the Creditor
Trust.

                         About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico,
sought Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026)
on May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods, and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.

HG Capital Partners' Jim Ameduri serves as financial advisor.

PRM Family submitted to the Bankruptcy Court on Sept. 23, 2013, a
Joint Disclosure Statement in support of Plan of Reorganization.
The Disclosure Statement says the Debtor will continue the
operation of a long-standing business, which currently employs
approximately 2,300 people. Continuing the business will allow the
Debtors to repay creditors and maintain trading relationships with
long-term trade vendors.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


QUBEEY INC: Has $250K Funding; To Pay Unsecured Claims in 8 Yrs
---------------------------------------------------------------
Qubeey, Inc., on July 30 delivered to the Bankruptcy Court for the
Central District of California its plan of reorganization and
explanatory disclosure statement.

A hearing to approve the disclosure statement is set for Sept. 11
at 9:30 a.m. in Bankruptcy Court in Woodland Hills, Calif.  A
hearing to confirm the Plan will be set following approval of the
disclosure statement.

Qubeey seeks to accomplish payments under the Plan by cash
infusion and cash from net income.  Dr. Art Malone has committed
to provide $250,000 through an affiliated business entity owned by
him, in the form of both debt and equity.  The Debtor anticipates
that after the bankruptcy, Art Malone Jr., will be hired as
president and CEO, replacing Rocky Wright, and Mr. Wright will
serve as chairman of the board of directors.

Under the Plan, general unsecured claims not entitled to priority,
estimated in the amount of $10,542,848, will be paid in annual
installments for eight years beginning 2017:

           2017         $400,000
           2018         $800,000
           2019       $1,800,000
           2020       $1,200,000
           2021       $1,500,000
           2022       $1,650,000
           2023       $1,900,000
           2024       $2,150,000

No interest will be paid on account of general unsecured claims.

The secured claim of Jeff Franklin in the principal amount of
$450,000, will be paid in three annual installments beginning
2015:

           2015         $100,000
           2016         $300,000
           2017         $150,000

The payments include interest at contract rate, estimated to be
roughly $100,000.

The Debtor, meanwhile, will make a one-time payment of $8,000 to
settle the secured claim of Los Angeles County Tax Collector in
the principal amount of $7,914.

Interest Holders will retain their ownership in the Debtor,
subject to dilution in the amount of 20% of the total issued and
outstanding shares of the company based on the capital commitment
to be made by Dr. Art Malone.

Greenberg & Bass LLP, counsel to the Debtor, will also receive a
2.5% equity stake in consideration for the legal services
rendered.

The Plan is to become effective 30 days following entry of a
confirmation order by the Court.  For planning purposes, the Plan
effective date is assumed to be Jan. 2, 2015.

Interested parties desiring further information about the Plan may
contact:

     Douglas M. Neistat, Esq.
     GREENBERG & BASS LLP
     16000 Ventura Blvd., Suite 1000
     Encino, CA 91436
     Tel: 818-382-6200

Hon. Maureen A. Tighe has rescheduled a July 31 status conference
for Sept. 11.

                        About Qubeey, Inc.

Qubeey, Inc., which is in the business of computer software, filed
a Chapter 11 petition (Bankr. C.D. Calif. Case No. 13-15805) on
Sept. 5, 2013.  Rocky Wright signed the petition as president.
The Debtor disclosed $83,500 in assets and $11,108,391 in
liabilities as of the Chapter 11 filing.  Judge Maureen Tighe
presides over the case.

On Oct. 18, 2013, the Court authorized Qubeey Inc. to employ
Greenberg & Bass LLP as bankruptcy counsel.  Douglas M. Neistat,
Esq., at Greenberg & Bass, in Encino, California, leads the
engagement.

Qubeey filed for Chapter 11 after a receiver was appointed by the
Riverside Superior Court.  Paul B. Garcia was named as receiver.


REVEL AC: Modifies Proposed Bonus Program to Tie to Sale Results
----------------------------------------------------------------
Sherri Toub, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that the Revel casino in
Atlantic City, New Jersey, has modified the structure of the
incentive plan to reflect the resolution of informal objections
from the Official Committee of Unsecured Creditors.

According to the report, if approved, bonuses under the modified
plan would be based on achieving various levels of cash and so-
called credit bid consideration in the sale.  As originally
proposed, bonuses were to be based on achieving various levels of
operating cash flow exceeding the budget, the report related.

                           About Revel AC

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

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

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

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

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

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

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


RIVER-BLUFF: Files Plan of Reorganization, To Keep Management
-------------------------------------------------------------
River-Bluff Enterprises, Inc., filed with the U.S. Bankruptcy
Court for the Eastern District of Washington a Plan of
Reorganization and accompanying disclosure statement.

A copy of the Disclosure Statement is available for free at:

         http://bankrupt.com/misc/RIVER-BLUFF_137_ds.pdf

The Debtor and guarantors Byron and Rose Haney, Eric and Sue
Layman, Marcy and Jeanette Haney and Roger and Marleta Haney --
who each signed personal guarantees on certain secured debts --
anticipate that the Plan will be funded by a combination of
future net cash flow from the future operations of the Debtor, and
the contributions by the Guarantors, who are also the holders of
the Class 12 Shareholder Interests.  The Debtor estimates that the
confirmation date will occur this year.

On or prior to the Effective Date, the equity security holders
will contribute certain amount to be used first to make plan
distributions to the holders of the Allowed Class 9 Claim of Huff
Construction of Modesto California (hired to build the
three story structure that would be the Medical Building) and the
Class 10 Claims of investor Mark Grover, who loaned the Debtor
$200,000 to pay Huff the funds required to retain and pay the
necessary subcontractors, until those claims have been paid in
full as provided for by the Plan.

Under the Plan, unsecured claims which are included in Class 8,
including the deficiency claim of US Bank, N.A., holder of a
secured claim secured by Medical Building and guaranteed by the
Guarantors, are being paid their allowed claims in full.  Holders
of unsecured claims in Classes 9, 10, and Class 11 (the allowed
claim of Alpine Townhouse Apartments, LLC, which is the holder
claim in the scheduled amount of $2,303,637 secured by a junior
lien against substantially all of the Debtor's California real
property) are receiving less than 100% of their allowed claims,
provided that they vote in favor of the Plan.  If they do not vote
in favor of the Plan, then their claims will still be treated as
Allowed Class 8 General Unsecured Claims and will be paid 100% of
the claim plus any allowable interest.  Accordingly, all creditors
provided for under the Plan would be paid 100% of their allowed
claims, unless they have otherwise consented by voting in favor of
a less favorable treatment which would allow for the separate
classification of those claims being paid less than 100% of their
allowed claims.

Upon confirmation, the reorganized Debtor will continue to employ
Roger Haney, Byron Haney and Eric Layman, in their capacity as
officers, directors, and shareholders of the Debtor, to perform
the day to day management of the Debtor's business.  The Debtor
will continue to pay Roger Haney a monthly salary of $3,000 per
month.

On the Effective Date, all property of the estate, excluding
property otherwise distributed and claims otherwise resolved under
the Plan, will be vested in the Reorganized Debtor.

                  About River-Bluff Enterprises

Ellensburg, Washington-based River-Bluff Enterprises, Inc., filed
a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No. 14-
00843) on March 11, 2014.  In its schedules, the Debtor disclosed
$10,231,777 in total assets and $17,609,653 in total liabilities.

This is River-Bluff's second bankruptcy filing in less than two
years.  It previously sought bankruptcy protection (Bankr. E.D.
Cal. Case No. 12-92017) in Modesto, California, in July 2012.  The
case was dismissed in 2013.

Gary W. Dryer, Assistant U.S. Trustee for Region 18, informed the
U.S. Bankruptcy Court for the Eastern District of Washington that
due to the lack of entities eligible to serve on the unsecured
creditors' committee, the U.S. Trustee is not appointing an
unsecured creditors' committee in the Chapter 11 case of River-
Bluff Enterprises, Inc.


RIVER-BLUFF: Has Court's Nod to Use Cash Collateral Until Sept. 4
-----------------------------------------------------------------
The Hon. Frank L. Kurtz of the U.S. Bankruptcy Court for the
Eastern District of Washington entered on July 29, 2014, an agreed
order authorizing in part on a final basis River-Bluff
Enterprises, Inc.'s continued use of cash collateral that was
turned over to the Debtor from the Sterling Bank operating account
of Revitalization Partners, L.L.C., the Debtor's superseded
receiver, and rents and other proceeds of the collateral generated
from March 11, 2014.

The use of cash collateral will continue until Sept. 4, 2014.
A copy of the order and the budget is available for free
at http://is.gd/tQHs0Y

U.S. Bank is granted a lien on and security interest in all of the
property in which U.S. Bank holds a valid and enforceable
prepetition lien and security interest and acquired by the Debtor
on and after the Petition Date.

                  About River-Bluff Enterprises

Ellensburg, Washington-based River-Bluff Enterprises, Inc., filed
a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No. 14-
00843) on March 11, 2014.  In its schedules, the Debtor disclosed
$10,231,777 in total assets and $17,609,653 in total liabilities.

This is River-Bluff's second bankruptcy filing in less than two
years.  It previously sought bankruptcy protection (Bankr. E.D.
Cal. Case No. 12-92017) in Modesto, California, in July 2012.  The
case was dismissed in 2013.

Gary W. Dryer, Assistant U.S. Trustee for Region 18, informed the
U.S. Bankruptcy Court for the Eastern District of Washington that
due to the lack of entities eligible to serve on the unsecured
creditors' committee, the U.S. Trustee is not appointing an
unsecured creditors' committee in the Chapter 11 case of River-
Bluff Enterprises, Inc.


RIVER-BLUFF: Court Okays Larson Berg as Special Counsel
-------------------------------------------------------
River-Bluff Enterprises, Inc., obtained permission from the Hon.
Frank L. Kurtz of the U.S. Bankruptcy Court for the Eastern
District of Washington to employ James A. Perkins, Esq., Larson,
Berg & Perkins PLLC as special counsel.

As reported by the Troubled Company Reporter on July 23, 2014,
U.S. Bank N.A. filed an objection to the application indicating
that it did not disclose the Debtor's post-petition payment of
$2,532.75 to Mr. Perkins' law firm.  U.S. Bank said that, before
the application may be granted, the Court should determine whether
Mr. Perkins has no interest adverse to the estate or is
disinterested, and what disclosures should be made regarding the
$2,532.75 payment the Debtor made to his firm.

Larson Berg is ordered to transfer all funds it has received after
the Chapter 11 petition was filed into their trust account, and no
disbursements of those funds may be made without further order of
this court.  All issues regarding the approval of any award of
fees for special counsel is reserved to each party.

                  About River-Bluff Enterprises

Ellensburg, Washington-based River-Bluff Enterprises, Inc., filed
a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No. 14-
00843) on March 11, 2014.  In its schedules, the Debtor disclosed
$10,231,777 in total assets and $17,609,653 in total liabilities.

This is River-Bluff's second bankruptcy filing in less than two
years.  It previously sought bankruptcy protection (Bankr. E.D.
Cal. Case No. 12-92017) in Modesto, California, in July 2012.  The
case was dismissed in 2013.

Gary W. Dryer, Assistant U.S. Trustee for Region 18, informed the
U.S. Bankruptcy Court for the Eastern District of Washington that
due to the lack of entities eligible to serve on the unsecured
creditors' committee, the U.S. Trustee is not appointing an
unsecured creditors' committee in the Chapter 11 case of River-
Bluff Enterprises, Inc.


SBARRO LLC: Insurers Don't Benefit From Chapter 11 Plan Injunction
------------------------------------------------------------------
Sherri Toub, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that U.S. Bankruptcy Judge
Martin Glenn modified the injunction contained in the consummated
Chapter 11 plan of Sbarro LLC to accommodate the estate of a
Sbarro employee who was fatally shot at a Little Rock, Arkansas,
mall in February 2013.

According to the report, the deceased's estate, which initially
sued mall-related entities for the incident, amended the lawsuit
to add Sbarro as a defendant on June 11 following its June 2
emergence from bankruptcy.  Under its lease, Sbarro maintained
insurance coverage for the benefit of some "mall parties,"
according to court papers, the report noted.  Sbarro agreed to
allow the deceased's estate relief from the plan injunction for
the "limited and exclusive purpose" of seeking recovery from its
insurance carriers, and the judge agreed, the report related.

                        About Sbarro LLC

Pizza chain Sbarro sought Chapter 11 bankruptcy protection
together with several affiliated entities (Sbarro LLC, Bankr.
S.D.N.Y. Lead Case No. 14-10557) on March 10, 2014, in Manhattan.
Bankruptcy Judge Martin Glenn presides over the Debtors' cases.

The bankruptcy filing came after Sbarro said in February it would
155 of the 400 restaurants it owns in North America.

Bankruptcy Judge Martin Glenn presides over the 2014 case.  Nicole
Greenblatt, Esq., James H.M. Sprayregen, Esq., Edward O. Sassower,
Esq., and David S. Meyer, Esq., at Kirkland & Ellis, LLP,
represent Sbarro.  Mark Hootnick, Brian Bacal, Gregory Doyle, and
Roger Wood at Moelis & Company, serve as Sbarro's investment
bankers.  Loughlin Management serves as the financial advisors.
Prime Clerk LLC serves as claims and noticing agent, and
administrative advisor.

Melville, N.Y.- based Sbarro LLC listed $175.4 million in total
assets and $165.2 million in total liabilities.  The petitions
were signed by Stuart M. Steinberg, authorized individual.

This is Sbarro's second bankruptcy filing in three years.  The
corporate entity was then known as Sbarro Inc., which, together
with several affiliates, filed Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 11-11527) on April 4, 2011, in Manhattan.
Sbarro Inc. disclosed $51,537,899 in assets and $460,975,646 in
liabilities in the 2011 petition.

Bankruptcy Judge Shelley C. Chapman presided over the 2011 case.
In the 2011 case, Edward Sassower, Esq., and Nicole Greenblatt,
Esq., at Kirkland & Ellis, LLP, served as the Debtors' general
bankruptcy counsel; Rothschild, Inc., as investment banker and
financial advisor; PriceWaterhouseCoopers LLP as bankruptcy
consultants; Marotta Gund Budd & Dzera, LLC, as special financial
advisor; Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts
counsel; Epiq Bankruptcy Solutions, LLC, as claims agent; and Sard
Verbinnen & Co as communications advisor.

Sbarro Inc. emerged from Chapter 11 protection seven months later,
in November 2011, after Judge Chapman confirmed a Plan of
Reorganization that handed ownership of the company to the pre-
bankruptcy first lien lenders.  Under the terms of the Plan,
Sbarro reduced debt by approximately 73%, or $295 million (from
approximately $405 million to $110 million, plus any amounts
funded under a new money term loan facility), by converting 100%
of the outstanding amount of the $35 million post-petition debtor-
in-possession financing into an equal amount of a newly issued
$110 million senior secured exit term loan facility; and
converting approximately $173 million in prepetition senior
secured debt held by the Company's prepetition first lien lenders
into the remaining exit term loan facility and 100% of the common
equity of the reorganized company (subject to dilution by shares
issued under a management equity plan); and eliminating all other
outstanding debt.

In January 2014, Standard & Poor's Ratings Services lowered
Sbarro's corporate credit rating further into junk category -- to
'CCC-' from 'CCC+' -- with negative outlook; and The Wall Street
Journal reported pizza chain enlisted restructuring lawyers at
Kirkland & Ellis LLP and bankers at Moelis & Co.

On March 5, 2014, the Debtors commenced solicitation of the
Proposed Joint Prepackaged Chapter 11 Plan of Reorganization.  The
Plan received near unanimous support from the Debtors' prepetition
secured lenders, with Holders of approximately 98% of the
outstanding Prepetition Secured Lender Claims in dollar amount
voting to accept the Plan.

On March 26, 2014, the United States Trustee appointed an official
committee of unsecured creditors, consisting of (i) Performance
Food Group, Inc., (ii) PepsiCo Sales, Inc., (iii) GGP Limited
Partnership, (iv) Simon Property Group, Inc., and (v) The Macerich
Company.  The Committee is represented by Jay R. Indyke, Esq.,
Cathy R. Herschopf, Esq., Seth Van Aalten, Esq., and Alex
Velinsky, Esq., at Cooley LLP.  Mesirow Financing Consulting, LLC
serves as its financial advisors.

Counsel for the Prepetition Agent and DIP Agent is Milbank, Tweed,
Hadley & McCloy LLP's Evan R. Fleck, Esq.

The effective date of the Joint Prepackaged Chapter 11 Plan of
Reorganization of Sbarro LLC and its debtor affiliates occurred on
June 2, 2014.  The Plan was confirmed by Judge Martin Glenn in a
May 19 order.


SCRUB ISLAND: FirstBank Puerto Rico Renews Bid to End Exclusivity
-----------------------------------------------------------------
FirstBank Puerto Rico, prepetition secured lender to Scrub Island
Development Group Limited and Scrub Island Construction Limited,
will demonstrate at a hearing later this month in Bankruptcy Court
in Tampa, Florida, why the Debtors' exclusivity periods should be
terminated.

FirstBank on July 24 filed with the Court a request to terminate
the Debtors' exclusive solicitation period as to their First
Amended Joint Plan dated July 11, 2014, or alternatively, to find
that the Debtors' act of filing a bankruptcy-exit plan on July 11
caused the automatic termination of exclusivity, as a matter of
law.

The hearing is set for Aug. 26, 2014, at 9:30 a.m. at Tampa, FL -
Courtroom 8A, Sam M. Gibbons United States Courthouse, 801 N.
Florida Avenue.

According to FirstBank, the Debtors' July 11 Plan is based upon a
"new value," Effective Date contribution of $6 million by existing
shareholders -- including controlling shareholder, Joe Collier --
in exchange for a pre-determined, exclusive, 70% stake in the
Reorganized Debtors -- without any open market test or competitive
bidding in clear violation of Bank of America National Trust and
Savings Association v. 203 North LaSalle Street Partnership, 526
U.S. 434 (1999).

FirstBank said it is the largest creditor in the Debtors' cases,
holding claims against the estates in excess of $120 million, and
liens on substantially all of the Debtors' assets including,
without limitation, the Debtors' principal asset, the Scrub Island
Resort, Spa & Marina located in the British Virgin Islands.

FirstBank's claims against the Debtors arise under certain loan
documents entered into prior to the Petition Date.  The Debtors'
obligations to FirstBank are guaranteed by the Debtors'
controlling shareholder and insider, Joe Collier.

                          March 19 Plan

On March 19, 2014, the Debtors filed a proposed plan and an
accompanying disclosure statement.  The March 19 Plan proposed
that the Debtors' existing shareholders would acquire 40% of the
Reorganized Debtors, in exchange for a $6 million "new value"
contribution at closing, without any open market test or
competitive bidding.

On April 18, FirstBank filed a motion seeking termination of the
exclusive solicitation period as to the March 19 Plan.  That
request was supplemented on June 24 and 25.  FirstBank requested
termination of the Debtors' Solicitation Period for "cause"
pursuant to section 1121(d) of the Bankruptcy Code due to alleged
lack of progress and other factors.  The Initial Termination
Motion asserted that the Debtors' act of filing the March 19 Plan
terminated the Exclusive Solicitation Period as a matter of law --
due specifically to its proposed "new value" contribution by
existing shareholders in exchange for equity in the Reorganized
Debtors, without any open market test or competitive bidding, in
violation of LaSalle and certain progeny.

Shortly after the filing of the Initial Termination Motion, upon
motion of the Committee, the Court directed the Debtors,
FirstBank, and the Committee to participate in mediation, during
which time the Exclusive Solicitation Period was extended on a
consensual basis through June 27.  On June 24, the Mediation
resulted in an impasse.

On June 24, the Debtors filed an emergency motion seeking an
extension of the Exclusive Solicitation Period as to the March 19
Plan.  Although the pendency of the Mediation afforded the Debtors
two months to prepare a response to the arguments raised in the
Initial Termination Motion, FirstBank said the Debtors' Extension
Motion failed to address the separate legal issue of a LaSalle
Termination.

On June 25, the Court held a hearing on, among other things, the
Initial Termination Motion and the Extension Motion.  The Court
denied the Initial Termination Motion, and granted the Extension
Motion subject to the Debtors' filing of an amended Plan on or
before July 11.

                           July 11 Plan

On July 11, the Debtors filed an amended Plan and an accompanying
disclosure statement.  FirstBank noted that the alleged funding of
the July 11 Plan consists of a $12.5 million "loan" to SIDG by the
Plan Funder, and a $6 million "contribution" to SIDG by existing
shareholders, both payable on the Effective Date.

According to FirstBank, "nowhere in the July 11 Plan do the
Debtors disclose what their existing shareholders are to receive
in return for this $6 million investment (one would expect it is
not being provided for free). Nor do the Debtors provide even a
form of their alleged Plan Funder Loan Agreement (which is
incumbent upon the Debtors to disclose if it actually exists)."

"Rather, by piecing together various references and material
omissions in the July 11 Disclosure Statement, one arrives at the
logical conclusion: while the Plan Funder receives 100% of the
equity of Reorganized SIDG on the Effective Date on account of its
$12.5 million "loan," upon the Reorganized Debtors' repayment of
the $12.5 million loan to the Plan Funder, the Plan Funder will
retain only 30% of this equity. The remaining 70% of this equity
is to vest automatically with the Debtors' existing shareholders
on account of their $6 million "contribution"," said FirstBank.

FirstBank argues that in LaSalle, the Supreme Court of the United
States ruled that a plan is "doomed" when it purports to vest
reorganized equity with existing shareholders "without extending
an opportunity to anyone else either to compete for that equity or
to propose a competing reorganization plan."  While LaSalle arises
in the plan confirmation context, courts applying LaSalle in the
exclusivity context have held that a debtor's act of filing a "new
value" plan causes automatic termination of exclusivity.
FirstBank contends that the Debtors' act of filing of the July 11
Plan compels the same conclusion.

FirstBank also noted that in In re Situation Management Systems,
Inc., which cites LaSalle, Judge Feeney held that debtor's act of
filing a "new value" plan triggered termination of exclusivity
under section 1121(d) of the Bankruptcy Code.  In that case, the
largest creditor of a chapter 11 debtor sought termination of the
debtor's exclusive solicitation period because the debtor's
proposed plan "provide[d] for the [d]ebtor to retain [its] assets
with a minimal contribution of new value."

The bank also said that in the 2011 decision of H.G. Roebuck &
Son, Inc. v. Alter Communs., Inc., the Maryland District Court
found the Situation Management Systems decision "instructive,"
concluding that "in order to satisfy the absolute priority rule
and the Supreme Court's mandate in LaSalle, the Bankruptcy Court's
confirmation of the [new value plan] must be reversed and this
case must be remanded with instructions to terminate exclusivity
and to allow competing reorganizations to be filed."  In Roebuck,
the debtor proposed a new value plan which "mandate[d] that [its]
existing shareholders . . . must own at least 85 percent of the
equity in the reorganized company"; the plan also specified the
aggregate purchase price for all of the equity interests in the
reorganized debtor.  In so ruling, the court framed the relevant
inquiry as whether "the act of filing a new value plan was
sufficient cause to terminate the old equity holders' exclusive
right to file a reorganization plan under the Bankruptcy Code."

FirstBank is represented by:

     W. Keith Fendrick, Esq.
     HOLLAND & KNIGHT LLP
     100 N. Tampa St., Suite 4100
     Tampa, FL 33602
     Tel: 813-227-8500
     Fax: 813-229-0134
     E-Mail: keith.fendrick@hklaw.com

          - and -

     Zachary H. Smith, Esq.
     MOORE & VAN ALLEN PLLC
     100 North Tryon Street, Suite 4700
     Charlotte, NC 28202-4003
     Tel: 704-331-1000
     Fax: 704-331-1159
     E-Mail: zacharysmith@mvalaw.com

                         About Scrub Island

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

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

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

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

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

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

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

The Official Committee of Unsecured Creditors appointed in Scrub
Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice,
Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A.,
as general counsel.


SEA SHELL COLLECTIONS: Creditor Seeks Receiver Order Compliance
---------------------------------------------------------------
Stabilis Master Fund III, LLC, asks the U.S. Bankruptcy Court for
the Northern District of Florida, Pensa Cola Division, to excuse a
receiver appointed for a property of Sea Shell Collections, LLC,
from compliance with Sections 543(a),(b), and (c), because the
interests of the bankruptcy estate and creditors would be better
served by permitting the receiver to continue to possess, control,
manage, use, lease and sell property of the bankruptcy estate.

Stabilis, an undersecured holder of the first mortgage on the
property located at 8000-888 Gulf Breeze Parkway, in Gulf Breeze,
Florida (referred to as the "Publix Shopping Center"), filed a
complaint for foreclosure against the Debtor and non-debtors
Moulton Properties, Inc., Pensacola Candy Company, Mo'tel, LLC,
James C. Moulton, and Robert W. Moulton, in the Circuit Court of
the First Judicial Circuit in and for Escambia County, Florida, in
connection with the Publix Shopping Center and two other real
properties not owned by the Debtor but securing the Debtor's
obligations under certain prepetition loan documents.  Robert R.
Bell was appointed receiver of the property.  Stabilis wants the
Debtor to comply with the Receiver Order.

Stabilis is represented by:

         John H. Adams, Esq.
         EMMANUEL SHEPPARD & CONDON
         30 South Spring Street
         Pensacola, FL 32502
         Tel: (850) 433-6581
         Fax: (850) 434-7163
         Email: jha@esclaw.com

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.


SOUTHWEST HOMES: Case Summary & 3 Unsecured Creditors
-----------------------------------------------------
Debtor: Southwest Homes, LLC
        PO Box 28775
        Bellingham, WA 98228

Case No.: 14-15870

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: August 4, 2014

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Debtor's Counsel: David E Vis, Esq.
                  BRITAIN & VIS PLLC
                  805 Dupont St Ste 1
                  Bellingham, WA 98225-3197
                  Tel: 360-647-7489
                  Email: david@davidvis.com

Total Assets: $1.39 million

Total Liabilities: $1.55 million

The petition was signed by Glen Whitfield, member.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/wawb14-15870.pdf


TRAVELPORT LLC: Moody's Puts Caa1 CFR on Review for Upgrade
------------------------------------------------------------
Moody's Investors service has placed Travelport LLC's Caa1
corporate family rating (CFR) and Caa1-PD probability of default
rating (PDR) under review for upgrade. At the same time, Moody's
has assigned provisional (P)B3 ratings to the proposed USD2.3
billion first-lien loan facility and USD100 million revolving
credit facility (RCF) to be issued by Travelport Finance
(Luxembourg) S.a.r.l. Moody's has also placed the (P)B3 ratings
under review for upgrade.

"Upon the successful closing of the transaction Moody's expect to
move the CFR from Travelport LLC to Travelport Limited which is
the top entity of the new restricted group", said Knut Slatten,
Moody's Assistant Vice President and Lead Analyst for Travelport.
The refinancing is expected to enhance Travelport's free cash
flows as interest expenses diminish significantly. Moreover,
Travelport has in recent months de-leveraged its capital
structure. "As a result Moody's expect to upgrade the CFR and PDR
to B3 upon transaction closing as currently presented. Moody's
also expect to withdraw all existing ratings at Travelport LLC",
adds Mr.Slatten. Following the refinancing, Moody's understands
Travelport's capital structure will essentially consist of the
USD2.3 billion first-lien loan and USD500 million of unsecured
notes. Should the ultimate capital structure of Travelport be
along these lines, Moody's would expect to upgrade the ratings of
the USD2.3 billion first-lien facility and USD100 million RCF to
B2 driven by the high amount of junior debt ranking behind it
in the waterfall.

Moody's issues provisional ratings in advance of the final sale of
securities and these ratings reflect Moody's preliminary credit
opinion regarding the transaction only. Upon conclusive review of
the final documentation, Moody's will endeavor to assign a
definitive rating to the first-lien loan facility. A definitive
rating may differ from a provisional rating.

RATINGS RATIONALE

On August 1, Travelport announced it would embark upon an
extensive refinancing which will see all of its existing financial
debt refinanced through the issuance of USD2.3 billion of first-
lien loans and USD500 million of unsecured notes. The envisaged
refinancing will strengthen Travelport's credit profile as free
cash flows are projected to significantly increase as the
company's annual interest expenses diminish considerably. The
liquidity profile will further strengthen as Travelport will have
no upcoming debt-maturities in the foreseeable future. Following
the refinancing, Moody's would also no longer expect the company's
liquidity profile to be dented by limited headroom to financial
maintenance covenants.

In recent months, Travelport has taken several measures in order
to de-leverage its capital structure. Among others, the company
has divested its stake in Orbitz Worldwide, Inc -- an asset
Travelport earlier in the year had classified as being a non-core
asset -- and have already applied these funds towards debt
redemption in advance of the refinancing transaction. At closing
of the transaction, Moody's would expect the company's leverage --
defined as Moody's adjusted debt/EBITDA -- to remain high at
around 6.5x. Moody's anticipates only limited de-leveraging to
take place until the end of FY2015 as Travelport during 2015 will
face headwinds following its revised distribution-agreement with
Orbitz. As a result, Travelport has guided towards its 2015 EBITDA
being broadly flat against 2014.

Whilst not incorporated into the ratings at this stage, Moody's
acknowledges, however, that Travelport Worldwide (the parent
company of Travelport LLC), in the beginning of June announced it
had filed a registration statement with the SEC related to a
proposed initial public offering (IPO) of its common shares. A
successful IPO could further contribute to de-leveraging and
upward pressure on the ratings, depending on the amount raised in
the offering.

The (P)B3 rating assigned to the first-lien instrument reflects
its preferential positioning in the waterfall. Moody's understands
the first-lien loan facility to be secured upon assets and benefit
from upstream guarantees from its operating subsidiaries.

Following the refinancing, Moody's expects that Travelport's
liquidity profile will be adequate over the next 12-18 months.
Pro-forma for the transaction, Moody's understands Travelport will
have unrestricted cash balances of around USD163 million and
expects that Travelport will generate positive free cash flows.
Further liquidity cushion is provided by access to an undrawn RCF
of USD100 million. Moody's would expect the company to have ample
leeway to financial maintenance covenants, which will only be
tested if the RCF is drawn by 30% or more.

Principal Methodologies

The principal methodology used in these ratings 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 Atlanta, Georgia, Travelport is a leading
provider of transaction processing services to the travel industry
through its global distribution system (GDS) business, which
includes the group's airline information technology solutions
business. During FY2013, the group reported revenues and adjusted
EBITDA of USD2.1 billion and USD517 million, respectively.


TRAVELPORT WORLDWIDE: S&P Assigns 'CCC+' Corp. Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' long-term
corporate credit rating to U.S.-based travel services provider
Travelport Worldwide Ltd. (Travelport) and its new wholly owned
financing entity, Travelport Finance (Luxembourg) S.a.r.l.
(Travelport Finance).

S&P then equalized the corporate credit rating on intermediate
holding company Travelport Holdings Ltd. and its primary operating
subsidiary Travelport LLC with that on Travelport, the holding
company for the group.

At the same time, S&P placed all abovementioned ratings on
CreditWatch with positive implications.

In addition, S&P assigned 'B-' issue ratings to the proposed $2.3
billion senior secured term loan and the proposed $100 million
revolving credit facility (RCF) to be issued by Travelport
Finance.  The recovery rating on these instruments is '3',
indicating S&P's expectation of meaningful (50%-70%) recovery in
the event of a payment default.

S&P expects to withdraw its ratings on Travelport Holdings Ltd.
and Travelport LLC following the successful completion of the
transaction.

The CreditWatch positive placement primarily reflects Travelport's
plans to refinance its capital structure in the short term, which
is contingent on the company issuing of a new $2.3 billion senior
secured first-lien term loan.  The placement also reflects S&P's
expectation that Travelport will repay its remaining debt with the
proceeds of new senior unsecured debt.

If the transaction closes as expected, Travelport's gross
financial debt would be $2.9 billion (including capital leases).
S&P forecasts that Standard & Poor's-adjusted funds from
operations (FFO) to debt would improve to about 8% (from about
1.8% in 2013).  Under this scenario, S&P would maintain its
assessment of Travelport's financial risk profile as "highly
leveraged," as S&P's criteria defines the term.

"In our opinion, following the refinancing, Travelport will
benefit from a simplified capital structure and improved financial
flexibility.  At the moment, the company's operating performance
is constrained by its high debt and cash interest costs, which in
our view makes the current capital structure unsustainable in the
medium-to-long term.  However, following the refinancing, we
anticipate that cash interest costs will reduce significantly, by
about $110 million-$130 million on an annual basis.  We consider
that this should enable sustainable, positive free cash flow
generation that supports some deleveraging over the medium term.
We place a significant amount of reliance on management's
commitment to improving Travelport's capital structure, and our
understanding that the restoration of the financial risk profile
would remain a high priority against growth-oriented investments.
We also believe that post-refinancing, the risk of another
distressed debt exchange will be significantly lower," S&P said.

"Our assessment of Travelport's business risk profile as "fair" is
constrained by our view of the travel industry's seasonal and
cyclical nature; the sector's competitive and consolidating
nature, leading to competition on pricing; and the sector's
exposure to event risks.  These weaknesses are partly offset by
our view of Travelport's position as a leading player in the
global distribution systems (GDS) market and its strong
geographical diversification compared with other GDS peers.  In
2013, Travelport's GDS business held about 26% of the global
shares of GDS air segments, with balanced positions across the
main world travel regions of the Americas (44%), Europe (26%), the
Middle East and Africa (11%), and Asia/Pacific (18%).  By
comparison, although Amadeus IT Holding S.A. and Sabre Holdings
Corp. hold about 60% and 80%, respectively, of their GDS-processed
business in Europe and America, these companies lack exposure to
the growing Asia/Pacific and Middle East markets.  Our assessment
of Travelport's competitive position is supported by industry-
average profitability measures under our base-case scenario, such
as return on capital of between 8%-9%.  However, Travelport's
operating profitability demonstrates low volatility relative to
its transportation cyclical industry peers and is a key
consideration in our assessment of its "strong" competitive
position," S&P noted.

S&P's base-case scenario for Travelport assumes:

   -- A low single-digit revenue increase in 2014, followed by a
      marginal increase in 2015;
   -- A reported EBITDA margin of at least 19% in 2014-2015;
   -- Capital requirements of about 6%-7% of forecast revenues;
   -- No committed acquisitions; and
   -- No potential dividend payouts.

Based on these assumptions S&P arrives at the following credit
measures:

   -- A weighted-average of adjusted FFO-to-debt ratio of about
      8%; and

   -- Adjusted debt to EBITDA of about 7x.

The Creditwatch placement reflects S&P's view that, following the
successful completion of the refinancing, it will likely raise its
rating on Travelport by one notch to 'B-'.

An upgrade to 'B-' would reflect S&P's view that the lower annual
cash interest costs post-refinancing should enable sustainable,
positive free cash flow generation that supports some deleveraging
over the medium term.  In this context, S&P would expect weighted-
average FFO to debt of about 8%-9% over the next two years, which
would be commensurate with a 'B-' rating.

S&P's CreditWatch placement does not incorporate Travelport's
plans to float an IPO within the next couple of months.  While S&P
would assume that the company would use a portion of IPO proceeds
to repay existing debt, at this stage S&P cannot estimate the
certainty of such an event or its potential effect on leverage.

S&P could affirm the ratings at their current level if the
refinancing does not go ahead as planned, although this is not
S&P's base-case scenario.


TRIPLANET PARTNERS: Sept. 5 Hearing on Roberts' Dismissal Bid
-------------------------------------------------------------
In the Chapter 11 case of Triplanet Partners LLC, the Bankruptcy
Court for the Southern District of New York adjourned the hearing
on the motion to dismiss the Debtor's chapter 11 case or,
alternatively, for relief from the automatic stay filed by Irve J.
Goldman, Esq., on behalf of Benjamin Roberts.  The hearing on
Roberts' request will be held Sept. 5, 2014 at 10:00 a.m. in
Bankruptcy Court in White Plains.

As reported by the Troubled Company Reporter, prior to filing the
Chapter 11 petition, the Debtor and its management team were named
as defendants in a civil case filed by Roberts in Connecticut
State Court.  Roberts contends that the Debtor has violated the
state wage statute, committed fraud, breached fiduciary duties,
and converted assets of nearly $9 million.  Roberts obtained a
Prejudgment Attachment Order against the Debtor and its managers,
and attempted to seize the Debtor's assets.  The Debtor then filed
its Chapter 11 Petition in an attempt to reorganize its business
and pay all creditors their proportional shares of the Debtor's
estate.

The Debtor intends to name a Chief Restructuring Officer to act as
its principle decision-maker in its reorganization efforts.
Roberts has opposed the CRO appointment. While Roberts contends
that this case is a two-party dispute and that he is the primary
creditor, in actuality the Debtor has fifteen creditors who hold
more than $32 million in claims against the Debtor.

The Debtor argues that contrary to Roberts' assertions, it did not
file its Chapter 11 case in bad faith, and as a means to re-
litigate the state court action.  The Debtor filed its petition so
that it could attempt to reorganize before Roberts could marshall
all of its assets.  Additionally, the Debtor argues it is not
improperly utilizing Chapter 11.  It is, in fact, using Chapter 11
legitimately in an attempt to reorganize and pay its just debts.
The Debtor points out that the burden is on Roberts to prove bad
faith on the part of the Debtor, and he has failed to do so.

Roberts is represented by Brendan J. O'Rourke, Esq. and Lorey
Rivas Leddy, Esq. at O'Rouke & Associates LLC of New Canaan, CT
and Irve J. Goldman, Esq. at Pullman & Combley LLC of Bridgeport,
CT.

The Debtor is represented by A. Mitchell Greene, Esq. at Robinson,
Brog, Leinwand, Greene, Genovese and Gluck of New York, NY.

                   About Triplanet Partners LLC

Triplanet Partners LLC filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 14-22643) on May 8, 2014.  Sophien
Bennaceur signed the petition as manager.  The Debtor disclosed
$19,946,560 in assets and $33,663,525 in liabilities.  Arnold
Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese &
Gluck, P.C., serves as the Debtor's counsel.  Judge Robert D.
Drain oversees the case.


WR GRACE: Asbestos PI Claims Deal No Impact on Moody's Rating
-------------------------------------------------------------
Moody's Investors Service has said that it views as credit
positive W. R. Grace & Co. - Conn. (Grace, Ba2 stable)
announcement that it reached an agreement to terminate all of its
deferred payment obligations for asbestos-related personal injury
claims, for a cash consideration of $632 million. Grace's
asbestos-related personal injury claims are channelled through a
personal injury trust established under Section 524(g) of the US
Bankruptcy Court. It is this Trust that Grace has reached this
most recent agreement with. Grace has said that it expects to
raise long-term debt to fund the agreement, which is set to close
no later than October 31, 2014.

Headquartered in Maryland, US, W. R. Grace & Co. is the ultimate
parent of W. R. Grace & Co.--Conn. Grace is a manufacturer of
specialty chemicals and materials with operations in over 40
countries. Grace has three major reporting segments: (1) catalysts
technologies (40% of 2012 revenue); (2) materials technologies
(27%); and (3) construction products (33%). Approximately 72% of
the company's sales are generated outside of the US. For the last
twelve months ended March 2014 Grace's revenues were $3.1 billion.


* Alabama Chapter 7 Lawyer Found Collecting Fees Improperly
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a lawyer in Anniston, Alabama, who represents low-
income consumers needing bankruptcy protection "concocted" what
the judge called a "surreptitious scheme" to collect fees after
his clients filed their Chapter 7 petitions.

According to the report, as described in an opinion by U.S.
Bankruptcy Judge James J. Robinson, lawyer LeRoy Alan Cobb had
more than 200 clients sign 15 checks for $100 each, dated one
month apart.  The U.S. Trustee took notice of the arrangement,
which went on for two years, and Judge Robinson determined that
the mechanism for paying fees was "for the purpose of avoiding
detection.?

The case is In re Davis, 13-40938, U.S. Bankruptcy Court, Northern
District of Alabama (Anniston).


* U.S. Tells Big Banks to Rewrite 'Living Will' Bankruptcy Plans
----------------------------------------------------------------
Ryan Tracy, Victoria McGrane and Christina Rexrode, writing for
The Wall Street Journal, reported that in a sweeping rebuke to
Wall Street, U.S. regulators said 11 of the nation's biggest banks
haven't demonstrated they can collapse without causing damaging
economic repercussions and ordered them to try again.  According
to the report, the Federal Reserve and the Federal Deposit
Insurance Corp. said bankruptcy plans submitted by big banks make
"unrealistic or inadequately supported" assumptions and "fail to
make, or even to identify, the kinds of changes in firm structure
and practices that would be necessary to enhance the prospects
for" an orderly failure.

The findings applied to 11 banks with assets greater than $250
billion, including Bank of America Corp., Bank of New York Mellon
Corp., Citigroup Inc., Goldman Sachs Group Inc., J.P. Morgan Chase
& Co., Morgan Stanley, State Street Corp., and the U.S. units of
Barclays PLC, Credit Suisse Group AG, Deutsche Bank AG, and UBS
AG.



                             *********

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then-ending.

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