TCR_Public/140811.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, August 11, 2014, Vol. 18, No. 222

                            Headlines

ALLY FINANCIAL: DBRS Assigns 'BB' Issuer Rating
ALION SCIENCE: Amends Exchange Offer Prospectus
AMERICAN AIRLINES: Bankruptcy Lawyers, Advisers See $375M Payday
AMERICAN INT'L: Greenberg Faces January Trial in Spitzer Suit
ANGLO IRISH: Suit Over Bank Overcharges Won't Be Heard in NY

ARCH COAL: Bank Debt Trades at 3% Off
ARCHDIOCESE OF MILWAUKEE: Ordered to Pay Attorney Fees
ASARCO LLC: Baker Botts Takes $5.2M Defense Fees to High Court
AXION INTERNATIONAL: Claude Brown Assumes CEO Role
BERNARD L. MADOFF: Forfeiture Claims May Delay Aides' Sentencing

BERRY PLASTICS: Closes Secondary Offering of 14.7MM Common Shares
BIOLIFE SOLUTIONS: Stockholders Elected Five Directors
BROADWAY FINANCIAL: Posts $59,000 Net Income in Second Quarter
CAESARS ENTERTAINMENT: Files Complaint Against Certain Investors
CAESARS ENTERTAINMENT: Bank Debt Due Jan. 2018 Trades at 8% Off

CAESARS ENTERTAINMENT: Bank Debt Due March 2018 Trades at 3% Off
CASTLE KEY: A.M. Best Affirms 'B-(fair)' Finc'l Strength Rating
CESAR CHAVEZ ACADEMY: S&P Lowers 2012 Bond Rating to 'BB+'
CIRCLE STAR: Auditors Doubt Going Concern Status
CHINA TELETECH: To Buy 51% of Shenzhen Jinke's Assets

COMMUNITY FIRST: Reports $379,000 Net Income in Second Quarter
COMMUNITYONE BANCORP: Had $2 Billion Total Assets at June 30
CST BRANDS: Lehigh Gas Deal No Impact on Moody's 'Ba2' CFR
DAUPHIN MEDIA: Files Bankruptcy in Toronto
DETROIT, MI: Federal Court Asked to Suspend Bankruptcy Appeals

DETROIT, MI: Pensioners Face Moment of Truth on Ch. 9 Appeals
DETROIT, MI: Hold-Out Creditor Argues for Dismissal of Ch. 9
DETROIT, MI: Was Insolvent When Bankruptcy Filed, Auditor Says
DTD PIZZA: Case Summary & 20 Largest Unsecured Creditors
ELECTRONIC GAME: Securities Discovery Ban Hinges On Subpoena Date

ENDEAVOUR INTERNATIONAL: Net Loss Increased to $37.1MM in Q2
EURAMAX HOLDINGS: Incurs $3.1 Million Net Loss in Second Quarter
FAIR FINANCE: Convicted CFO Agrees To Pay $1.7M Back To Co.
FANNIE MAE: Aug. 29 Deadline for Continental Western to Respond
FANNIE MAE: Reports Net Income of $3.7 Billion in Second Quarter

FIAT CHRYSLER: Sued over Jeep Ignition-Switch Failures
FIRST AMERICAN PAYMENT: Moody's Affirms B2 Corp. Family Rating
FIRST DATA: Incurs $34.5 Million Net Loss in Second Quarter
FONTAINEBLEAU LAS VEGAS: Info on Ex-Principal's Worth Sought
FREDDIE MAC: Aug. 29 Deadline for Continental Western to Respond

GENERAL MOTORS: Judge Denies Motion to Dismiss Ignition Suit
GENERAL MOTORS: 120 Claims Tied to Ignition-Switch Defect Filed
GENERAL MOTORS: Judge Keeps Ignition Switch Case on Pause
GESTION RER: Hydro Turbine Maker Must File Plan by Aug. 29
GETTY IMAGES: Bank Debt Trades at 4% Off

GGW BRANDS: 'Girls Gone Wild' Founder Says Judge Can't Jail Him
GLYECO INC: Signs Consulting Agreement with CTO
GRD HOLDING: Moody's Lowers Rating on $360MM Sr. Notes to 'B2'
GRIFFIN HOMEBUILDING: BofA Can't Bill Firm Owners For $60MM Award
GUGGENHEIM PARTNERS: Faker Can't Toss $1.7M Award Through Ch. 7

HAMPTON ROADS: Reports $2.5 Million Net Income in Second Quarter
HEARTLAND MEMORIAL: McGuireWoods Beats Suit Over Suspect LBO
IOWA GAMING: Section 341(a) Meeting Rescheduled for Sept. 9
IOWA GAMING: Court Denies Iowa Racing's Case Dismissal Motion
J&J SPOT HOLDING: Case Summary & Unsecured Creditor

JACKSONVILLE BANCORP: Posts $507,000 Net Income in 2nd Quarter
JAZZ PHARMACEUTICALS: S&P Rates $500MM Unsec. Notes Due 2021 'B+'
JUPITER RESOURCES: Moody's Withdraws 'B3' Senior Unsecured Rating
LEO MOTORS: Sells $961,540 of Convertible Promissory Notes
LEVEL 3: Swings to $51-Million Net Income in Second Quarter

LEVEL 3: TW Telecom Posts $36.4 Million Net Income in 2013
LONGVIEW POWER: Wants $825MM Policy Fight Kept In Bankruptcy
LOT POLISH: EU Approves $260M Aid For Struggling Airline
LPATH INC: Incurs $3.7 Million Net Loss in Second Quarter
MACHINING PROGRAMMING: Case Summary & 9 Top Unsecured Creditors

MCCLATCHY CO: Agrees to Sell 25.6% Stake in Cars.com to Gannett
METRO AFFILIATES: Can't Duck Severance Claims
MICHAEL BAKER: Moody's Assigns 'B2' Corporate Family Rating
MOLYCORP INC: Incurs $84 Million Net Loss in Second Quarter
MOMENTIVE PERFORMANCE: Can't Use Plan to Dodge Taxes, Feds Say

MORGANS HOTEL: Incurs $13.7 Million Net Loss in Second Quarter
MSR RESORT: Court Rules on Dispute With Conlon Group Arizona
N-VIRO INTERNATIONAL: Incurs $440,000 Net Loss in First Quarter
NATROL INC: Gets Nod for Cerberus Settlement
NEONODE INC: Incurs $3.9 Million Net Loss in Second Quarter

NEW WORLD RESOURCES: Sept. 9 Hearing on Chapter 15 Recognition
NY SATELLITE INDUSTRIES: 4th Cir. Rejects Owner's Appeal
ONE2ONE COMMUNICATIONS: Quad/Graphics Can't File Avoidance Suits
OVERSEAS SHIPHOLDING: Net Loss Widens to $204,111,000 in Q2
OVERSEAS SHIPHOLDING: Caxton Int'l Acquires 12.61% Equity Stake

PANAMA CITY: Goes After Attys for Bungled Foreclosure Defense
PARK INSURANCE: A.M. Best Withdraws 'ccc' Issuer Credit Rating
PLATFORM SPECIALTY: Agriphar Deal No Impact on Moody's B1 Rating
PLANT INSULATION: Reorg Plan Flouts 9th Circ., Insurers Say
PLY GEM: Posts $11.4 Million Net Income in Second Quarter

PORTER BANCORP: Incurs $672,000 Net Loss in Second Quarter
PRESTIGE BRANDS: Moody's Lowers Corporate Family Rating to 'B2'
PRESTIGE BRANDS: S&P Affirms B+ CCR; Removed From Watch Negative
PRINCE PREFERRED HOTELS: 3rd Amended Plan Confirmed
PROXYMED INC: Suit Alleging Shareholder Caused Bankruptcy Is Cut

PUERTO RICO: Municipal Bankruptcy Proposed in U.S. House Bill
QUALITY DISTRIBUTION: Swings to $11.4 Million Net Income in Q2
QUANTUM CORP: Swings to $4.3 Million Net Loss in June 30 Quarter
QUANTUM FUEL: Net Loss Down to $2.2 Million in Second Quarter
QVC INC: Fitch Retains 'BB' Issuer Default Rating

QVC INC: Moody's Affirms Ba3 CFR & Rates Sr. Secured Notes Ba2
QVC INC: S&P Affirms 'BB' Corporate Credit Rating
RELIANCE INSURANCE: Sept. 19 Deadline to Respond to Bar Date Bid
RESPONSE BIOMEDICAL: SVP World Wide Sales and Marketing Quits
ROME FINANCE: Soldiers' Consumer Debt Cleared In Shutdown

SAN BERNARDINO, CA: Judge Accuses Fire Union of "Stonewalling"
SANMINA CORP: Fitch Raises IDR to 'BB' & Rates 2019 Notes 'BB+'
SANUWAVE HEALTH: Widens Loss to $1.7 Million in Second Quarter
SEANERGY MARITIME: Incurs $759,000 Net Loss in Second Quarter
SEETARAM LLC: Case Summary & 12 Unsecured Creditors

SHIMOJI FAMILY: Case Summary & 4 Largest Unsecured Creditors
SINCLAIR BROADCAST: Files Form 10-Q, Reports $41.6MM Income in Q2
SPRINGLEAF FINANCE: Fitch Raises LT Issuer Default Rating to 'B'
SPRINGLEAF HOLDINGS: Moody's Puts B3 CFR on Review for Upgrade
SUN BANCORP: Files Form 10-Q Reporting $24.2 Million Q2 Loss

SUNTECH POWER: Acting Chief Financial Officer Departs
TERRAFORM POWER: S&P Assigns 'BB-' CCR & Rates $300MM Loan 'BB'
THERAPEUTICSMD INC: Incurs $10.9 Million Net Loss in 2nd Quarter
TMT GROUP: CEO Casts $100M IP Suit Over Vessel Sale
TJ MCGLONE: Withholding Taxes Can't Be Dumped In Bankruptcy

TRANSGENOMIC INC: Incurs $4.2 Million Net Loss in Second Quarter
TRAVELPORT LIMITED: Reports $4MM Net Income in Second Quarter
UNIVERSAL HEALTH: S&P Keeps BB+ Rating on Amended Credit Facility
US SHALE SOLUTIONS: S&P Assigns 'CCC+' Corp. Credit Rating
USEC INC: Files Form T-3; To Issue 2019/2024 PIK Notes Under Plan

VERITEQ CORP: Issues Convertible Promissory Notes
VERTIS HOLDINGS: Cash Collateral Use Approved
VEYANCE TECHNOLOGIES: S&P Retains 'B' CCR on CreditWatch Positive
WALTER ENERGY: Widens Q2 Loss to $151MM, May File for Bankruptcy
WALTER ENERGY: Bank Debt Trades at 6% Off

WARNER MUSIC: Incurs $184 Million Net Loss in Third Quarter
WASHINGTON MUTUAL: Chase Beats Rocker Rundgren's Mortgage Suit
WAVE SYSTEMS: Reports Q2 Net Revenues of $4.4 Million
WESTMORELAND COAL: Announces Monetization of Port Agreement
XZERES CORP: KLJ & Associates Is New Accountant

YRC WORLDWIDE: Marc Lasry Reports 23.3% Equity Stake
WORLDCOM INC: IRS Says High Court Should Skip 'Obsolete' Case
ZOGENIX INC: Files Form 10-Q, Posts $62.8MM Net Income in Q2
ZOGENIX INC: To Issue 2.7 Million Common Shares Under Plan

* Barclays Seeks Dismissal of New York Dark Pool Lawsuit
* BofA Ordered to Pay $1.27 Billion Over Mortgage Fraud
* BofA Deal Hung Up Over Penalties Tied to Countrywide, Merrill
* Dollar General Said to Explore Family Dollar Bid

* MoneyPak Opens Path to Fraud Schemes
* Royal Bank of Scotland To Revamp Restructuring Unit Amid Probe
* UAW Sued for Treating Plant Workers Unequally

* Judge Threatens Argentina With Contempt

* Banks Face Hit from CFPB on $30 Billion in Overdraft Fees
* CFTC Says Flexibility Vital to Oversee Cross-Border Swaps
* Ending Too Big to Fail Could Rest on Obscure Contract Language

* Lew Can Use Tax Rule to Slow Inversions, Ex-Official Says
* Lloyds Bank to Pay $380MM+ Over Rate Manipulation Inquiries
* New Legislation Targets Inversions from Different Angle

* BOND PRICING -- For Week From Aug. 4 to 8, 2014


                             *********


ALLY FINANCIAL: DBRS Assigns 'BB' Issuer Rating
-----------------------------------------------
DBRS Inc. considers Ally Financial Inc.'s 2Q14 results as
demonstrating the strength of the Company's dealer-centric
franchise in a highly competitive marketplace.  For the quarter,
Ally originated $10.9 billion of retail auto loans and leases, up
18% quarter-on-quarter (QoQ) and outpacing its peers.
Importantly, origination volumes grew across all channels,
including the highest used vehicle originations in Company
history.  Non-GM and non-Chrysler originations were up 48% year-
on-year (YoY), accounting for 20% of total consumer originations.
DBRS views this as demonstrating the Company's success in
broadening its dealer channel and focus on diversifying its
origination mix.

For 2Q14, Ally reported underlying pre-tax income (excluding
original issue discount (OID) and repositioning items) of $417
million, up 23% from the prior quarter.  Good expansion in net
financing revenue, sound credit performance and the continuing
management focus on operating costs were the primary drivers of
the improved results.  Net financing revenue, excluding OID,
increased QoQ to $912 million, reflecting a slight increase in
automotive earning assets as well as expanding net interest
margin (NIM).  Excluding OID, NIM improved 10 basis points from
the prior quarter to 2.63%.  Lower funding costs reflecting
continuing growth in lower cost retail deposits and the
redemption of $10 billion in legacy high-cost debt benefited
margins.  Meanwhile, the strong used vehicle market supported
lease remarketing gains resulting in an improving asset yield.
However, going forward, Ally expects some moderation in used
vehicle values, which would translate into lower asset yields
and, subsequently, potentially lower NIM.

Credit performance remains strong supported by lower loss
severities due to favorable used vehicle values and investments
made by Ally in its servicing operations.  Net charge-offs were
lower QoQ while delinquencies increased QoQ reflecting normal
seasonal patterns.  As a result, the provision for loan losses
was 54% lower QoQ at $63 million.

Excluding repositioning items, adjusted non-interest expense was
13% higher QoQ at $805 million.  Driving the sequential increase
was severe hail storms in the Midwest during the quarter that
resulted in weather-related losses in the Insurance segment which
far exceeded those incurred over prior second quarters.
Positively, compensation and benefits expense was 15% lower on
reduced corporate headcount, reflecting management's continued
focus on streamlining the cost base as well as a revaluation of
the Company's equity compensation.  As a result, the Company's
adjusted efficiency ratio was 49% in 2Q14 compared to 55% in
1Q14.

DBRS rates Ally's Issuer and Long-Term Debt at BB with a Stable
trend.


ALION SCIENCE: Amends Exchange Offer Prospectus
-----------------------------------------------
Alion Science and Technology Corporation amended its registration
statement on Form S-1 relating to the Company's exchange offer,
unit offering and consent solicitation.

The Company has an offer to exchange all of its Outstanding
$235,000,000 10.25% Senior Notes due 2015 and the Related
Guarantees for an aggregate of: up to $235,000,000 of its Third-
Lien Senior Secured Notes due 2020 and the Related Guarantees and
up to $20,000,400 in Cash and the Solicitation of Consents.

The Company is also offering up to 8,633 Units consisting of an
aggregate of up to $8,633,000 of its Third-Lien Senior Secured
Notes due 2020 and the Related Guarantees Available to holders of
Old Notes.

The Exchange Offer and Consent Solicitation will expire at 9:00
a.m., New York City time, on Wednesday, Aug. 13, 2014, unless
extended by the Company.  Holders who tender Old Notes at or prior
to 5:00 p.m., New York City time, on Tuesday, Aug. 12, 2014,
unless extended by it, will receive an Early Tender Payment.
Tenders of Old Notes may be withdrawn at any time at or prior to
the Expiration Date.

The Unit Offering will expire on the Early Tender Date.  The
election to purchase Units in the Unit Offering cannot be revoked
except that a valid withdrawal of Old Notes in the Exchange Offer
will be deemed to have revoked any election to purchase Units in
the Unit Offering.

A full-text copy of the amended prospectus is available at:

                        http://is.gd/C56AjN

                        About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

Alion Science has been reporting losses for four consecutive years
from Sept. 30, 2010, to Sept. 30, 2013.  In 2013, Alion Science
incurred a net loss of $36.59 million.

Deloitte & Touche LLP, in McLean, Virginia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2013.  The independent auditors noted
that the Company does not expect to be able to repay its existing
debt at their scheduled maturities.  The Company's financing
needs, its recurring net losses, and its excess of liabilities
over assets raise substantial doubt about its ability to continue
as a going concern, the auditors stated.

                           *     *     *

As reported by the TCR on March 10, 2014, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
McLean, Va.-based Alion Science and Technology Corp. to 'CC' from
'CCC+'.  "The ratings downgrade reflects a capital structure that
matures within 12 months, a currently 'weak' liquidity assessment,
which we revised from 'less than adequate', and our expectation
that we would classify an exchange offer or similar restructuring
undertaken by Alion as distressed," said Standard & Poor's credit
analyst Martha Toll-Reed.

In the May 23, 2014, edition of the TCR, Moody's Investors Service
affirmed, among other things, Alion Science & Technology
Corporation's ratings including the Caa2 Corporate Family Rating.
The affirmation of Alion's Caa2 corporate family rating reflects
the company's continued high leverage and weak interest coverage
metrics that are not anticipated to improve meaningfully in the
near-term, Moody's said.


AMERICAN AIRLINES: Bankruptcy Lawyers, Advisers See $375M Payday
----------------------------------------------------------------
Law360 reported that lawyers, advisers and other professional
services firms who worked on the bankruptcy case of former
American Airlines parent AMR Corp. scored $375 million in fee
awards with Weil Gotshal & Manges LLP leading the way with $74.5
million and then Debevoise & Plimpton LLP with $53.7 million.
According to the report, U.S. Bankruptcy Judge Sean H. Lane
approved $375.19 million in fees and $16.44 million in expenses to
53 law and financial advisory firms that worked on AMR's Chapter
11 case from its inception in November 2011 through emergence.

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines filed
for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463)
in Manhattan on Nov. 29, 2011, after failing to secure cost-
cutting labor agreements.  AMR, previously the world's largest
airline prior to mergers by other airlines, is the last of the so-
called U.S. legacy airlines to seek court protection from
creditors.  It was the third largest airline in the United States
at the time of the bankruptcy filing.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.

The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways.  By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.


AMERICAN INT'L: Greenberg Faces January Trial in Spitzer Suit
-------------------------------------------------------------
Chris Dolmetsch, writing for Bloomberg News, reported that Maurice
"Hank" Greenberg, the former chairman of American International
Group Inc., will go on trial in January after more than nine years
of legal jousting over former New York Attorney General Eliot
Spitzer's lawsuit accusing him of fraud.  According to the report,
the state claims Greenberg, 89, and former AIG Chief Financial
Officer Howard Smith bear responsibility for allegedly sham
transactions with General Reinsurance Corp. in 2000 and 2001 that
inflated AIG's loss reserves by $500 million.

The case is State of New York v. Greenberg, 401720-2005, New York
State Supreme Court, New York County (Manhattan).


ANGLO IRISH: Suit Over Bank Overcharges Won't Be Heard in NY
------------------------------------------------------------
Law360 reported that a New York federal judge tossed a
racketeering suit launched by Irish property developer John Flynn
and his family alleging Ireland's National Asset Management Agency
covered up loan overcharges made by the bankrupt Anglo Irish Bank,
saying the suit belongs in Ireland.  According to the report, U.S.
District Judge Lewis A. Kaplan dismissed on the ground of forum
non conveniens the Racketeer Influenced and Corrupt Organizations
Act suit launched by members of the Flynn family and their
associated entities.

The case is Flynn et al v. National Asset Management Agency et
al., Case No. 1:13-cv-09035 (S.D.N.Y.).

                       About Anglo Irish

Anglo Irish Bank was an Irish bank headquartered in Dublin from
1964 to 2011.  It went into wind-down mode after nationalization
in 2009.  In July 2011, Anglo Irish merged with the Irish
Nationwide Building Society, with the new company being named the
Irish Bank Resolution Corporation (IBRC).

Standard & Poor's Ratings Services said that it lowered its long-
and short-term counterparty credit ratings on Irish Bank
Resolution Corp. Ltd. (IBRC) to 'D/D' from 'B-/C'.   S&P also
lowered the senior unsecured ratings to 'D' from 'B-'.  S&P then
withdrew the counterparty credit ratings, the senior unsecured
ratings, and the preferred stock ratings on IBRC.  At the same
time, S&P affirmed its 'BBB+' issue rating on three government-
guaranteed debt issues.

The rating actions follow the Feb. 6, 2013, announcement that the
Irish government has liquidated IBRC.

The former Irish bank sought protection from creditors under
Chapter 15 of the U.S. Bankruptcy Code on Aug. 26, 2013 (Bankr.
D. Del., Case No. 13-12159).  The former bank's Foreign
Representatives are Kieran Wallace and Eamonn Richardson.  Its
U.S. bankruptcy counsel are Mark D. Collins, Esq., and Jason M.
Madron, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware.


ARCH COAL: Bank Debt Trades at 3% Off
-------------------------------------
Participations in a syndicated loan under which Arch Coal Inc. is
a borrower traded in the secondary market at 97.33 cents-on-the-
dollar during the week ended Friday, August 8, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.76
percentage points from the previous week, The Journal relates.
Arch Coal Inc. pays 500 basis points above LIBOR to borrow under
the facility.  The bank loan matures on May 17, 2018, and carries
Moody's B1 rating and Standard & Poor's BB- rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


ARCHDIOCESE OF MILWAUKEE: Ordered to Pay Attorney Fees
------------------------------------------------------
Bruce Vielmetti, writing for Milwaukee-Wisconsin Journal Sentinel,
reported that a judge ordered the Archdiocese of Milwaukee to come
up with $1.35 million to pay lawyers involved in its ongoing
bankruptcy case, at least a portion of the many more millions
they're owed.  According to the report, the lawyers and other
professionals involved haven't been paid since the archdiocese won
a suspension of payments more than a year ago, saying it barely
had enough money to continue operations.  U.S. Bankruptcy Judge
Susan V. Kelley also granted the archdiocese's request to return
the case to mediation for a possible consensual resolution to the
long, complex and fractious proceeding.

                  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.


ASARCO LLC: Baker Botts Takes $5.2M Defense Fees to High Court
--------------------------------------------------------------
Law360 reported that Baker Botts LLP and co-counsel have asked the
U.S. Supreme Court to reinstate a $5.2 million award for defending
their fees relating to Asarco LLC's successful bankruptcy
reorganization, saying federal law allows bankruptcy judges
discretion in granting such compensation.  According to the
report, if the high court takes up the case, Baker Botts and
Jordan Hyden Womble Culbreth & Holzer PC would seek to overturn a
ruling by the Fifth Circuit, which denied the award in April,
concluding that a bankruptcy court abused its discretion by
awarding the money and in doing so reversed a lower court ruling.

The case is Baker Botts LLP et al. v. Asarco LLC, case number 14-
103, in the Supreme Court of the United States.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005.  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


AXION INTERNATIONAL: Claude Brown Assumes CEO Role
--------------------------------------------------
AXION International Holdings, Inc., announced a move to increase
production of ECOTRAX(R) and STRUXURE(R) products to meet growing
demand, and realign the Company's operational and management team
to better focus on its core activities, definitive strategy and
drive long-term growth.

AXION has announced that it will immediately begin converting
extrusion equipment in its Zanesville, OH facility now used for
reprocessing plastic waste so that such equipment can be used to
produce engineered products such as rail ties and industrial mats.
The Zanesville facility will continue to sort, grind, and wash
post-consumer and post-industrial plastics and plastic composites,
though the output will now be primarily for AXION's proprietary
engineered products.  The realignment will require modifications
and upgrades to existing equipment and the addition of mat
fabrication capability to support the production of the Company's
engineered products.  The execution of the strategy to vertically
integrate reprocessing with product manufacturing is now being
accelerated to enable AXION to increase its manufacturing capacity
and earn a higher gross margin on its product sales.  AXION will
remain a significant and increasing purchaser of recycled plastic
waste and continue its marketing and manufacturing of customized
reprocessed plastics from which higher gross margins can be
realized.

AXION's Steve Silverman, who has served as AXION's chief executive
officer since January, 2011 said, "This is an exciting time for
the Company as we planned for this realignment to take place in
early 2015.  Given the prospect that demand can overwhelm us as
our orders and pipeline continue to grow, we decided we needed to
move forward now.  Our Waco, TX facility is producing finished
product and nearing full capacity for the assets we have in place
and we are currently finalizing multiple supply agreements around
the world.  The test projects our rail customers previously
initiated are now leading to new orders that will be quite
significant for our business and we must increase our capacity to
support such demand.  Market demand for both our heavy
construction mat and laminated temporary road mat is increasing,
and it is necessary to have adequate inventory when a customer
calls in an order.  Our decision to realign this facility to build
this inventory is based on the prospects we foresee in the market
with our products."

Mr. Silverman continues, "We have built a great foundation of
vertically integrating our material stream.  We have come so far
in just 4 years.  We now have demand for our products at higher
price per pound realizations and we have two manufacturing
facilities.  As part of this evolutionary process, we required a
CEO with the experience to lead a plastic-based manufacturing
operation.  There is no better person for this position than
Claude."

AXION also announced changes to its Board of Directors and its
senior management team to more effectively support an engineered
products manufacturing business.  Samuel Rose, one of AXION's
principal investors, was appointed to its Board of Directors,
effective Aug. 4, 2014.  In addition, Claude Brown Jr., previously
the Company's chief operating and technology officer has been
promoted to chief executive officer, while Steve Silverman, will
assume the role of the Company's vice chairman of the Board.  Mr.
Brown is a respected industry veteran with over 22 years of
experience in engineering, development, commercialization and
production of unique polymer technologies and differentiated
building products.

On and effective as of Aug. 4, 2014, Steven Silverman resigned as
the president and chief executive officer of Axion International.

"It is my pleasure to assume the post of Chief Executive Officer
of AXION," says Mr. Brown, "I fully endorse the acceleration of
the execution of our strategy and am excited for the prospects we
foresee for the specialized and proprietary engineered products
that AXION is now manufacturing."

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

AXION International reported a net loss of $24.19 million on $6.63
million of revenue in 2013, compared to a net loss of $5.43
million on $5.34 million of revenue in 2012.  As of March 31,
2014, the Company had $16.53 million in total assets, $34.37
million in total liabilities, $6.94 million in 10% convertible
preferred stock and a $24.78 million total stockholders' deficit.

Following the 2013 results, BDO USA, LLP, expressed substantial
doubt about the Company's ability to continue as a going concern,
stating that the Company has suffered recurring losses from
operations and has working capital and net capital deficiencies.
BDO USA, LLP also issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.


BERNARD L. MADOFF: Forfeiture Claims May Delay Aides' Sentencing
----------------------------------------------------------------
Law360 reported that the sentencing of five former Bernard L.
Madoff Investment Securities LLC employees convicted of aiding the
Ponzi scheme could be delayed yet again as defense attorneys
dispute the government's $150 billion forfeiture claim, a New York
federal judge said.  According to the report, Judge Laura Taylor
Swain said during a Manhattan court hearing that sentencing
hearings for the defendants may be delayed for a third time.
Initially scheduled for July 28-30, the hearings were pushed back
to Sept. 15-17, and then again to Sept. 29-Oct. 1, amid an
avalanche of court filings.

The case is USA v. O'Hara et al., Case No. 1:10-cr-00228
(S.D.N.Y.).

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BERRY PLASTICS: Closes Secondary Offering of 14.7MM Common Shares
-----------------------------------------------------------------
Berry Plastics Group, Inc., completed a secondary offering of
14,728,218 shares of common stock by investment funds affiliated
with or managed by Apollo Global Management, LLC.  The Company did
not receive any of the proceeds from the Offering.  The Offering
was made pursuant to the Company's shelf registration statement on
Form S-3 (File No. 333-194030), filed with the Securities and
Exchange Commission on Feb. 19, 2014, as amended on May 5, 2014,
and related prospectus supplement dated Aug. 4, 2014.

In connection with the Offering, the Company entered into an
Underwriting Agreement, dated Aug. 4, 2014, by and among the
Company, Apollo Investment Fund V, L.P., Apollo Investment Fund
VI, L.P., Covalence Co-Investment Holdings LLC, Apollo V Covalence
Holdings, L.P., AP Berry Holdings L.P., BPC Co-Investment Holdings
LLC, and Citigroup Global Markets Inc. as underwriter.

                       About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

As of June 28, 2014, the Company had $5.41 billion in total
assets, $5.53 billion in total liabilities, $12 million in non-
controlling interest and a $130 million total stockholders'
deficit.

                           *     *     *

As reported by the TCR on Feb. 1, 2013, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD.  The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BIOLIFE SOLUTIONS: Stockholders Elected Five Directors
------------------------------------------------------
BioLife Solutions, Inc., held its 2014 annual meeting of
stockholders on Aug. 6, 2014, at its principal executive office in
Bothell, Washington.  At the Annual Meeting, the Company's
stockholders elected Michael Rice, Raymond Cohen, Andrew Hinson,
Joseph Schick, and Rick Stewart as directors to hold office until
the 2015 Annual Meeting.  The Company's stockholders also ratified
the appointment of Peterson Sullivan LLP as the Company's
independent registered public accounting firm for 2014.

                     About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc., develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

BioLife Solutions incurred a net loss of $1.08 million in 2013,
a net loss of $1.65 million in 2012, and a net loss of $1.95
million in 2011.  The Company's balance sheet at March 31, 2014,
showed $15.98 million in total assets, $1.90 million in total
liabilities and $14.07 million in total shareholders' equity.


BROADWAY FINANCIAL: Posts $59,000 Net Income in Second Quarter
--------------------------------------------------------------
Broadway Financial reported net income of $59,000 on $3.87 million
of interest income for the three months ended June 30, 2014, as
compared with a net loss of $228,000 on $4.06 million of interest
income for the same period in 2013.

For the six months ended June 30, 2014, the Company reported net
income of $1.04 million on $7.67 million of interest income as
compared with a net loss of $844,000 on $8.08 million of interest
income for the same period last year.

Chief Executive Officer, Wayne Bradshaw stated, "During the second
quarter we continued our strategy of becoming the leader in
financing affordable housing in low-to-moderate income communities
throughout Southern California.  We significantly increased our
loan originations from a year ago and believe that the combination
of our strong capital base and ability to lend to experienced
owners of smaller multi-family residential properties will allow
Broadway to resume its historical leadership in serving low-to-
moderate income communities."

Mr. Bradshaw further stated that, "As of June 30, 2014, we
increased the Bank's Tier 1 Capital Ratio to 10.67% and its Total
Risk-Based Capital ratio to 17.00%.  Also, we are moving forward
with our plans to raise additional common equity so that we can
implement the extension of the maturity of our subordinated
debentures that was negotiated during the first quarter."

Total assets increased by $2.2 million to $334.7 million at
June 30, 2014, from $332.5 million at Dec. 31, 2013, primarily due
to an increase in securities available-for-sale and gross loans
receivable, partially offset by a decrease in cash and cash
equivalents.

A full-text copy of the press release is available at:

                        http://is.gd/Ml5i85

                      About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is regulated by the Board of Governors of the Federal
Reserve System.  The Bank is regulated by the Office of the
Comptroller of the Currency and the Federal Deposit Insurance
Corporation.

Broadway Financial reported a loss allocable to common
stockholders of $1.08 million in 2013, a loss allocable to common
stockholders of $693,000 in 2012 and a net loss available to
common shareholders of $15.36 million in 2011.

The Company's balance sheet at March 31, 2014, the Company had
$335.07 million in total assets, $308.51 million in total
liabilities and $26.56 million in total stockholders' equity.


CAESARS ENTERTAINMENT: Files Complaint Against Certain Investors
----------------------------------------------------------------
Caesars Entertainment Corporation and its subsidiary, Caesars
Entertainment Operating Company, Inc., filed suit in the Supreme
Court of New York, New York County, against certain institutional
investors who they believe have sought to injure them by
attempting to thwart CEOC's restructuring efforts through actions
apparently designed to push CEOC into default.  The complaint
states that Caesars and CEOC believe some creditors are motivated
to act against the best interest of the enterprise and other
creditors to inflate the value of credit default swap positions or
improve other unique securities positions.

The complaint names certain institutional investors who hold
second-lien notes issued by CEOC, along with Elliott Management
Corporation, which holds first-lien notes.  Caesars and CEOC
believe Elliott holds a significant CDS position.  The complaint
alleges that second-lien holders served CEOC with a baseless
notice of default.  The complaint seeks declaratory and injunctive
relief to prevent further damage to Caesars and CEOC.  The
complaint also seeks damages from the defendants.

"We refuse to be held hostage by speculators who appear to be
betting against the long-term health of our enterprise as well as
our more than 60,000 employees and the communities in which we
operate," said Gary Loveman, chairman and chief executive officer
of Caesars and Chairman of CEOC.  "Since the beginning of the
financial crisis, we have worked collaboratively and
constructively with debtholders in an effort to improve CEOC's
financial condition while investing in the business and taking
steps to enhance operating performance.  Caesars and its family of
companies have completed more than 50 capital markets transactions
to improve CEOC's financial condition.  Neither Caesars nor CEOC
have ever missed an interest or principal payment despite the
extremely challenging environment.  The meritless actions taken by
the defendants impede our ability to conduct rational negotiations
with holders to further improve CEOC's financial condition."

The complaint alleges that defendants' actions have included
demand letters, disruptive appearances before gaming regulators
and the transmission by second lien holders of what Caesars and
CEOC believe is a baseless default notice.  They now are seeking
judicial action to lay these claims to rest.  Caesars and CEOC
will continue to engage in constructive discussions with
creditors.

On Aug. 4, 2014, Wilmington Savings Fund Society, FSB, solely in
its capacity as successor Indenture Trustee for the 10% Second-
Priority Senior Secured Notes due 2018, on behalf of itself and,
it alleges, derivatively on behalf of Caesars Entertainment
Operating Company, Inc., filed a lawsuit in the Court of Chancery
in the State of Delaware against Caesars Entertainment Corporation
and CEOC, Caesars Growth Partners, LLC, Caesars Acquisition
Company, Caesars Entertainment Resort Properties, LLC, Caesars
Enterprise Services, LLC, Eric Hession, Gary Loveman, Jeffrey D.
Benjamin, David Bonderman, Kelvin L. Davis, Marc C. Rowan, David
B. Sambur, and Eric Press.  The lawsuit alleges claims for breach
of contract, intentional and constructive fraudulent transfer,
breach of fiduciary duty, aiding and abetting breach of fiduciary
duty, and corporate waste.  The lawsuit seeks:

    (1) an award of money damages;

    (2) to void certain transfers, the earliest of which dates
        back to 2010;

    (3) an injunction directing the recipients of the assets in
        these transactions to return them to CEOC;

    (4) a declaration that the Company remains liable under the
        parent guarantee formerly applicable to the Notes;

    (5) to impose a constructive trust or equitable lien on the
        transferred assets; and

    (6) an award to plaintiffs for their attorneys' fees and
        costs.

The Company believes this lawsuit is without merit and will defend
itself vigorously.

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies.  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 in 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.

                           *     *     *

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.

As reported by the TCR on May 1, 2014, Fitch Ratings has
downgraded the Issuer Default Ratings (IDRs) of Caesars
Entertainment Corp (CEC) and Caesars Entertainment
Operating Company (CEOC) to 'CC' from 'CCC'.


CAESARS ENTERTAINMENT: Bank Debt Due Jan. 2018 Trades at 8% Off
---------------------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
92.39 cents-on-the-dollar during the week ended Friday, Aug. 8,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 0.84 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 1, 2018, and carries Moody's Caa2 rating and Standard &
Poor's CCC- rating.  The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.


CAESARS ENTERTAINMENT: Bank Debt Due March 2018 Trades at 3% Off
----------------------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
97.46 cents-on-the-dollar during the week ended Friday, Aug. 8,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 0.75 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on March 1, 2018, and carries Moody's Caa2 rating and Standard &
Poor's CCC- rating.  The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.


CASTLE KEY: A.M. Best Affirms 'B-(fair)' Finc'l Strength Rating
---------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
B- (Fair) and the issuer credit ratings (ICR) of "bb-" of the
members of Castle Key Group  (headquartered in St. Petersburg,
FL).  The outlook for all ratings is negative.

The ratings and outlook reflect Castle Key's poor overall
capitalization when measured on a catastrophe stress-tested basis
and geographic business concentration resulting in a
susceptibility to catastrophic loss accumulation.  Castle Key is
the dedicated Florida property writer for its parent company,
Allstate Insurance Company (Allstate), and it maintains
significant exposure to hurricanes, with a corresponding
substantial reliance on catastrophe reinsurance.  In addition,
Castle Key's reinsurance program relies heavily upon the Florida
Hurricane Catastrophe Fund (FHCF).

These negative rating factors are partially offset by Castle
Key's recently improved operating performance, which has been
positively impacted by favorable loss activity due to increased
rates and an absence of any hurricane events.

A.M. Best deviated from its "Rating Members of Insurance Groups"
rating criteria by providing more than two FSR levels of rating
enhancement to Castle Key's stand-alone assessment.  However, the
additional rating enhancement acknowledges the historical
financial and operational support provided to Castle Key as part
of the Allstate organization.  Although Castle Key is separately
capitalized and not reinsured by Allstate, in A.M. Best's
opinion, parental support regarding the claims-paying ability of
Castle Key will be maintained commensurate with its rating level
in the event of frequent and/or severe hurricane activity.  If
parental support is not provided, it would be necessary for A.M.
Best to re-evaluate the current FSR of A+ (Superior) and ICRs of
"aa-" of Allstate and all the remaining members of the Allstate
Insurance Group.

Future positive rating actions may result if Castle Key maintains
favorable underwriting trends along with capital accumulation.
However, negative rating actions could result if parental support
is not provided in the case of multiple significant events.

The FSR of B- (Fair) and ICRs of "bb-" have been affirmed for the
following members of the Castle Key Group:

-- Castle Key Insurance Company
-- Castle Key Indemnity Company
-- Encompass Floridian Insurance Company
-- Encompass Floridian Indemnity Company


CESAR CHAVEZ ACADEMY: S&P Lowers 2012 Bond Rating to 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB+' from 'BBB-' on the Michigan Finance Authority's series 2012
limited obligation revenue refunding bonds issued on behalf of
Cesar Chavez Academy (CCA).  The outlook is negative.

"The downgrade and negative outlook reflect our view of CCA's
approximately $1 million operating deficit in fiscal 2014," said
Standard & Poor's credit analyst Ashley Ramchandani, "which we
anticipate will result in a technical default with lease-adjusted
maximum annual debt service (MADS) coverage of 0x and a budgeted
operating deficit in fiscal 2015."  While the academy has
maintained a relatively stable demand and enrollment profile, its
recent expansion adding a new campus in East Detroit has weakened
operations; once it adjusts for one-time expenses associated with
the expansion, operations are balanced, producing a lease-adjusted
MADS coverage of 0.5x, violating the academy's 1.0x MADS coverage
covenant.

"It is our opinion that the academy will not return to historical
operating levels in the near term and we anticipate further
deterioration to cash," added Ms. Ramchandani.

"The 'BB+' rating and negative outlook also reflect our view of
the academy's anticipated operating deficit of $1 million in
fiscal 2014 and weak demographics due to its location in Detroit,"
she added.

The negative outlook reflects S&P's expectation that during the
two-year outlook period, CCA will experience a $1 million
operating deficit in fiscal 2014 due to costs associated with its
expansion and negative operations in fiscal 2015.  S&P anticipates
that cash levels will continue to deteriorate.

"Further negative rating action is possible if enrollment fails to
meet projections such that the academy experiences significantly
weaker operating performance than its planned $40,000 deficit on a
zash basis for fiscal 2015," said Ms. Ramchandani.  S&P do not
anticipate a positive rating action during the two-year outlook
period given the academy's anticipated operating deficit in fiscal
years 2014 and 2015 and its extremely weak lease-adjusted MADS
coverage.


CIRCLE STAR: Auditors Doubt Going Concern Status
------------------------------------------------
D'Arelli Pruzansky, P.A., in Boca Raton, Florida, raised concerns
about Circle Star Energy Corp.'s ability to continue as a going
concern in their report on the consolidated financial statements
for the year ended April 30, 2014.  The independent auditors noted
that the Company has net losses and an accumulated deficit and
stockholders' deficit of $23,091,306 and $2,301,989, respectively,
and a working capital deficit of $3,648,330 at April 30, 2014.

Circle Star incurred a net loss of $1.03 million on $958,342 of
total revenues for the year ended April 30, 2014, as compared with
a net loss of $10.81 million on $812,762 of total revenues for the
year ended April 30, 2013.

As of April 30, 2014, the Company had $1.98 million in total
assets, $4.29 million in total liabilities and a $2.30 million
total stockholders' deficit.

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

                        http://is.gd/qYbQ26

                         About Circle Star

Fort Worth, Tex.-based Circle Star Energy Corp. (OTC BB: CRCL)
owns a variety of non-operated working interests and overriding
royalty interests in approximately 73 producing wells in Texas.
The interests range from less than 1% up to approximately 5% in
each well.  The wells are located in the following areas:  Permian
Basin, Eagle Ford Shale, Pearsall Field, Giddings Field & the
Woodbine Field.  The wells are operated by Apache (Permian),
Chesapeake (Eagle Ford Shale), CML (Giddings, Pearsall & Permian),
Leexus (Giddings) and Woodbine Acquisitions (Woodbine).   As of
April 30, 2013, the Company had approximately 430 net leased acres
in Texas.

The Company also operates 2 wells in Kansas.  The Company owns a
25% working interest (approximately 20% net revenue interest)
before payout and a 43.75% working interest (approximately 35% net
revenue interest) after payout in both wells which are located in
Trego County.  As of July, 31, 2013, the Company had approximately
9,838 net leased acres in Kansas.  Approximately 1,480 are located
in Trego County and approximately 8,358 are located in Sheridan
County.  There are multiple potential pay zones of interest with
the primary zones of interest being the Arbuckle, Marmaton &
Lansing-Kansas City ranging from approximately 3,200 feet to
approximately 4,300 feet in depth.


CHINA TELETECH: To Buy 51% of Shenzhen Jinke's Assets
-----------------------------------------------------
China Teletech Holding, Inc., entered into a cooperation agreement
with Shenzhen Jinke Energy Development Co., Ltd., pursuant to
which the Company will purchase, in an aggregate, 51% of all the
assets of SJD, with purchase price to be paid in two installments
as follows:

   (i) the Company will issue to SJD 20 million shares (the "First
       Stock Issuance") of the Company's common stock, par value
       $0.01 per share in exchange for the 16% of all the assets
       of SJD; and

  (ii) the Company will, upon completion of a financing, purchase
       the additional 35% of the assets of SJD in consideration of
      (x) such amount of the shares of Common Stock to be issued
       to SJD as proportionate to the First Stock Issuance
       (approximately 43.75 million shares, the "Second Stock
       Issuance"), or (y) such amount of cash as equivalent to the
       fair market value of the Second Stock Issuance, in both
       cases, subject to adjustment based on result of the due
       diligence.

A copy of the Cooperation Agreement, dated as of June 30, 2014, by
and among the Company and Shenzhen Jinke Energy Development Co.,
Ltd., is available for free at http://is.gd/F4LajP

                       About China Teletech

Tallahassee, Fla.-based China Teletech Holding, Inc., is a
national distributor of prepaid calling cards and integrated
mobile phone handsets and a provider of mobile handset value-added
services.  The Company is an independent qualified corporation
that serves as one of the principal distributors of China Telecom,
China Unicom, and China Mobile products in Guangzhou City.

On June 30, 2012, the Company strategically sold its wholly-owned
subsidiary, Guangzhou Global Telecommunication Company Limited
("GGT"), to a third party.  GGT was engaged in the trading and
distribution of cellular phones and accessories, prepaid calling
cards, and rechargeable store-value cards.

China Teletech reported a net loss of $1.96 million on $30.87
million of sales for the year ended Dec. 31, 2013, as compared
with net income of $53,542 on $26.62 million of sales in 2012.
As of Dec. 31, 2013, the Company had $1.15 million in total
assets, $1.59 million in total liabilities and a $439,187 total
stockholders' deficit.

WWC, P.C., in San Mateo, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013, citing that the Company has incurred
substantial losses which raise substantial doubt about its ability
to continue as a going concern.

As reported by the TCR on Aug. 7, 2014, China Teletech dismissed
WWC, P.C., effective July 31, 2014.  The Company engaged Albert
Wong & Co. LLP as the Company's new independent registered public
accountant.


COMMUNITY FIRST: Reports $379,000 Net Income in Second Quarter
--------------------------------------------------------------
Community First, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
available to common shareholders of $379,000 on $4.01 million of
total interest income for the three months ended June 30, 2014, as
compared with net income available to common shareholders of
$98,000 on $4.34 million of total interest income for the same
period in 2013.

For the six months ended June 30, 2014, the Company reported net
income available to common shareholders of $836,000 on $8 million
of total interest income as compared with net income available to
common shareholders of $14,000 on $8.94 million of total interest
income for the same period during the prior year.

As of June 30, 2014, the Company had $452.13 million in total
assets, $441.51 million in total liabilities and $10.62 million in
total shareholders' equity.

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

                        http://is.gd/T93Ewh

                       About Community First

Columbia, Tenn.-based Community First, Inc., is a registered bank
holding company under the Bank Holding Company Act of 1956, as
amended, and became so upon the acquisition of all the voting
shares of Community First Bank & Trust on Aug. 30, 2002.  The Bank
conducts substantially all of its banking activities in Maury,
Williamson and Hickman Counties, in Tennessee.

                          Written Agreement

On March 14, 2013, the Bank entered into a written agreement with
the Tennessee Department of Financial Institutions, the terms of
which are substantially the same as those of the Consent Order,
including as to required minimum levels of capital the Bank must
maintain.

The Bank's Tier 1 capital to Average Assets as of December 31,
2013 was below those that the Bank agreed to achieve under the
terms of the Consent Order.  Based on December 31, 2013 levels of
average assets and risk-weighted assets, the required amount of
additional Tier 1 capital necessary for the Bank to meet the
requirements of the Consent Order was approximately $386.  As a
result of entering into the Consent Order, the Bank is subject to
additional limitations on its operations including accepting,
rolling over, or renewing brokered deposits, which could adversely
affect the Bank's liquidity and/or operating results.  By virtue
of entering into the Consent Order, the Bank is also limited from
paying deposit rates above national rate caps published weekly by
the FDIC, unless the Bank is determined to be operating in a high-
rate market area.  On December 1, 2011, the Bank received
notification from the FDIC that it is operating in a high-rate
environment, which allows the Bank to pay rates higher than the
national rate caps, but continues to limit the Bank to rates that
do not exceed the prevailing rate in the Bank's market by more
than 75 basis points.  The Bank is also limited, as a result of
its condition, in its ability to pay severance payments to its
employees and must receive the consent of the FDIC and the
Department to appoint new officers or directors.

"As of December 31, 2013, we believe that the Bank is in
compliance with all provisions of the Consent Order that were
required to be completed by December 31, 2013, with the exception
of attaining the Tier I capital to average assets ratio required
by the Consent Order.  In accordance with the terms of the Consent
Order, management has submitted a capital plan with the objective
of attaining the capital ratios required by the Consent Order.
The FDIC has accepted the capital plan.  In addition to the
capital plan, all other plans required by the Consent Order have
been prepared and submitted to the FDIC and have been accepted by
the FDIC," the Company said in the annual report for the year
ended Dec. 31, 2013.


COMMUNITYONE BANCORP: Had $2 Billion Total Assets at June 30
------------------------------------------------------------
CommunityOne Bancorp filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q for the period ended
June 30, 2014.

Total assets at June 30, 2014, were $2.01 billion, an increase of
$28.5 million, or 1%, compared to total assets of $1.99 billion at
Dec. 31, 2013.

Cash and interest-bearing balances were $70.5 million at June 30,
2014, an increase of $3 million, or 5%, compared to $67.4 million
at Dec. 31, 2013, primarily as a result of increases in the
deposit portfolio and repayments and maturities of investment
portfolio securities

Shareholders' equity at June 30, 2014, was $92.7 million as
compared to $80.4 million at Dec. 31, 2013.

Net income at June 30, 2014, was $2.79 million compared to a net
loss of $3.18 million for the three months ended June 30, 2013.

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

                        http://is.gd/156f9O

                         About CommunityOne

CommunityOne Bancorp (formerly FNB United) is the North Carolina-
based bank holding company for CommunityOne Bank, N.A.
(community1.com), which offers a full range of consumer, mortgage
and business banking services, including loan, deposit, cash
management, wealth and online banking services through 55 branches
in 44 communities throughout the central, southern and western
regions of the state.

CommunityOne Bancorp incurred a net loss of $1.48 million in 2013,
a net loss of $40 million in 2012, and a $137.31 million net loss
in 2011.


CST BRANDS: Lehigh Gas Deal No Impact on Moody's 'Ba2' CFR
----------------------------------------------------------
Moody's Investors Service said that CST Brands, Inc.'s
announcement that it has entered into an agreement to purchase
100% of the membership interests of Lehigh Gas GP LLC, the general
Partner of Lehigh Gas Partners LP from Lehigh Gas Corporation,
will have no immediate impact on CST's Ba2 Corporate Family Rating
or its stable ratings outlook. CST will pay $17 million in cash
and about two million shares of CST common stock for the
acquisition. The transaction is expected to close in the fourth
quarter of 2014.

The principal methodology used in rating CST Brands, Inc. was
Global Retail Industry published in June 2011.

CST Brands, Inc. is one of the largest independent retailers of
motor fuels and convenience merchandise in North America.


DAUPHIN MEDIA: Files Bankruptcy in Toronto
------------------------------------------
Dauphin Media Group Limited has filed for bankruptcy in Toronto,
Ontario, on Aug. 1.  A first meeting of creditors will be held on
Aug. 21, 2014, at 11:00 a.m. at the Office of the Superintendent
of Bankruptcy, 25 St. Clair Avenue East, Suite 600, Toronto, ON.

Ira Smith, Trustee and Receiver Inc., has been naed as trustee for
the case, and may be reached at:

     IRA SMITH, TRUSTEE AND RECEIVER INC.
     167 Applewood Cres.
     Concord, ON L4K 4K7
     Tel: 905-738-4167
     Fax: 605-738-9848


DETROIT, MI: Federal Court Asked to Suspend Bankruptcy Appeals
--------------------------------------------------------------
Reuters reported that attorneys for the city, Michigan, Detroit
pension funds, unions, and others have asked the federal court to
suspend seven pending appeals over Detroit's eligibility for
bankruptcy until the city concludes a confirmation process for its
plan to adjust $18 billion of debt.  According to the report,
attorneys for the parties said moving forward with the cases now
would "significantly undermine" settlements and mediation and
could delay the city's exit.  The parties, however, declined to
dismiss their cases at this point, the report related.

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Pensioners Face Moment of Truth on Ch. 9 Appeals
-------------------------------------------------------------
Law360 reported that the Sixth Circuit gave retiree groups that
have inched toward abandoning their fight against Detroit's
pension-cutting plan a deadline to make up their minds, saying
their decision can't wait because the appeals must be resolved
before the city's blockbuster confirmation trial.  According to
the report, writing for a three-judge panel, U.S. Circuit Judge
Julia Smith Gibbons told the appellants -- pension funds and
retiree groups -- that they must either withdraw their appeals or
be prepared for the court to rule, possibly without holding oral
arguments.

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Hold-Out Creditor Argues for Dismissal of Ch. 9
------------------------------------------------------------
Lisa Lambert, writing for Reuters, reported that Financial
Guaranty Insurance Company, which is one of the biggest hold-out
creditors in Detroit's bankruptcy, plan to argue for a dismissal
of the Chapter 9 case to lead to more equitable treatment of all
the city's creditors.  According to the report, Stephen Spencer,
managing director of Houlihan Lokey who was commissioned by FGIC,
said dismissing the case would lead to a more equitable treatment
of all unsecured claims and "force the city to implement a more
comprehensive and effective operational restructuring."

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Was Insolvent When Bankruptcy Filed, Auditor Says
--------------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that a so-
called comprehensive annual financial report said Detroit was
insolvent when it filed its record $18 billion municipal
bankruptcy last year, with a deficit of $130 million.  According
to the report, city auditor KPMG LLP verified the accuracy of the
CAFR, which state officials received in July after a seven-month
delay.

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DTD PIZZA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: DTD Pizza, LLC
           dba Papa Murphy's Take 'N' Bake Pizza
        8301 Lakeview Pkwy #111-301
        Rowlett, TX 75088

Case No.: 14-33869

Chapter 11 Petition Date: August 7, 2014

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

Judge: Hon. Barbara J. Houser

Debtor's Counsel: Jesse Blanco, Esq.
                  LAW OFFICES OF JESSE BLANCO & ASSOCIATES
                  7406 Garden Grove
                  San Antonio, TX 78250
                  Tel: (713) 320-3732
                  Fax: (210) 509-6903
                  Email: blancolaw@gmail.com

Total Assets: $638,943

Total Debts: $2.37 million

The petition was signed by Brian Watson, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb14-33869.pdf


ELECTRONIC GAME: Securities Discovery Ban Hinges On Subpoena Date
-----------------------------------------------------------------
Law360 reported that the Ninth Circuit has ruled that a key
securities law was never intended to ban the use of evidence
requested prior to discovery freezes, reviving a class action
against the bankrupt maker of an electronic scratch-off card and
greenlighting investors' evidence related to a catastrophic merger
rollback.  According to the report, investors sued Electronic Game
Card Inc. and its former executives and directors for allegedly
concealing the existence of an agreement that would reverse a
takeover if the target's board were switched out.

The case is Dalton Petrie, et al v. Electronic Game Card, Inc., et
al., Case No. 12-55620 (9th Cir.).


ENDEAVOUR INTERNATIONAL: Net Loss Increased to $37.1MM in Q2
------------------------------------------------------------
Endeavour International Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q on
Aug. 7, 2014.

As of June 30, 2014, the Company had $913.2 million in outstanding
debt and $83.2 million in cash, totaling $830 million in
outstanding indebtedness with a fair value of $648.6 million, net
of cash.  The Company anticipates that it will rely on its
existing cash balances and cash generated from operations to
satisfy its liquidity needs.

"We are primarily dependent upon our three fields in the U.K. -
Alba, Bacchus and Rochelle - for our cash flows from operations.
If we incur delays in production, such as those resulting from the
mechanical issues experienced at the Rochelle field and the
subsequent unplanned shutdown at the Scott platform discussed in
"Liquidity and Capital Resources," it will negatively impact our
cash flows, results of operations and financial condition," the
Company stated in the Report.

The Company reported a net loss to common stockholders of $37.12
million on $44.85 million of revenues for the three months ended
June 30, 2014, as compared with a net loss to common stockholders
of $14.34 million on $126.16 million of revenues for the same
period in 2013.

For the six months ended June 30, 2014, the Company incurred a net
loss to common stockholders of $82.45 million on $139.02 million
of revenues as compared with a net loss to common stockholders of
$28.84 million on $183.83 million of revenues for the same period
last year.

As of June 30, 2014, the Company had $1.55 billion in total
assets, $1.55 billion in total liabilities, $43.70 million in
series c convertible preferred stock and a $41.48 million total
stockholders' deficit.

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

                         http://is.gd/4oKe4H

                   About Endeavour International

Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.

Endeavour International reported net loss of $95.47 million in
2013, a net loss of $126.22 million in 2012 and a net loss of
$130.99 million in 2011.

                           *     *     *

As reported by the TCR on April 2, 2014, Moody's Investors Service
upgraded Endeavour International Corporation's Corporate Family
Rating (CFR) to Caa2 from Caa3.  "The rating upgrade to Caa2
reflects the recent equity issuance and other first quarter
financing transactions that have improved Endeavour
International's liquidity" commented Pete Speer, Moody's
Vice President.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Houston,
Texas-based Endeavour International Corp. (Endeavour) to 'CCC+'
from 'B-'.  The rating action reflects S&P's expectation that
Endeavour could have insufficient liquidity to meet its needs due
to the delay in production from its Rochelle development.


EURAMAX HOLDINGS: Incurs $3.1 Million Net Loss in Second Quarter
----------------------------------------------------------------
Euramax Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $3.11 million on $232.99 million of net sales for
the three months ended June 27, 2014, as compared with a net loss
of $1.55 million on $229.86 million of net sales for the three
months ended June 28, 2013.

For the six months ended June 27, 2014, the Company reported a net
loss of $22.38 million on $402.89 million of net sales as compared
with a net loss of $29.67 million on $402.40 million of net sales
for the six months ended June 28, 2013.

As of June 27, 2014, the Company had $610.95 million in total
assets, $742.06 million in total liabilities and a $131.11 million
total shareholders' deficit.

Hugh Sawyer, interim president of Euramax Holdings, Inc., and a
professional in Huron Consulting Group's Business Advisory
Practice, commented, "Our operating performance for the second
quarter of 2014 reflects improvements in net sales, operating
income and Adjusted EBITDA versus the first quarter of 2014.
Moreover, net sales, operating income and Adjusted EBITDA
increased versus the second quarter of 2013.  We believe our U.S.
Commercial Products segment benefited from the release of pent up
demand due to severe winter weather conditions experienced during
the first quarter of 2014.  Net sales in our U.S. Residential
Products segment remained relatively flat over the prior year
quarter substantially due to lower net sales in our home center
business.  Operating income in our international segments improved
due to the realization of cost savings from operational
initiatives undertaken in the prior year.  The Company has
aggressively managed costs, implemented operational efficiencies
and pursued business development initiatives in our international
segments as end market demand thus far remains below historical
levels."

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

                        http://is.gd/ycSGZz

                           About Euramax

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

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

Euramax Holdings reported a net loss of $24.89 million on $826.67
million of net sales for the year ended Dec. 31, 2013, as compared
with a net loss of $36.76 million on $837.14 million of net sales
for the year ended Dec. 31, 2012.  The Company incurred a net loss
of $62.71 million in 2011.

                         Bankruptcy Warning

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

                            *     *     *

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

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

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


FAIR FINANCE: Convicted CFO Agrees To Pay $1.7M Back To Co.
-----------------------------------------------------------
Law360 reported that the former chief financial officer of
bankrupt Fair Finance Co., currently serving a 10-year prison
sentence, has agreed to pay $1.76 million to the company's
bankruptcy trustee after participating in a $200 million scam
involving the CEO of movie company National Lampoon Inc.
According to the report, ex-CFO Rick Snow will pay $1.763 million,
the parties said. U.S. District Judge Patricia Gaughan signed off
on the deal, which FFC bankruptcy trustee Brian Bash initially
requested court approval of in a June filing in the related
bankruptcy case.

The case is Snow v. Bash, Case No. 5:12-cv-00980 (N.D. Ohio).

                        About Fair Finance

Akron, Ohio-based investment company Fair Finance Co. was closed
following a November 2009 raid by the U.S. Federal Bureau of
Investigation.  Fair Finance's owner, Indiana businessman Timothy
S. Durham, a Republican political contributor whose holdings
include National Lampoon Inc., has been targeted in lawsuits and
investigations over claims he funded a luxurious lifestyle with
the proceeds of a Ponzi scheme.

Three creditors -- Nick Spada, Jacques Dunaway, and Robert Ripley
-- filed on Feb. 8, 2010, a petition to send Fair Finance to
Chapter 7 liquidation (Bankr. N.D. Oh. Case No. 10-50494).  David
Mucklow, Esq., serves as counsel to the petitioners.  Brian Bash
was appointed bankruptcy trustee.

A motion to appoint a trustee filed by the petitioning creditors
said that Mr. Durham and co-owner James Cochran took $176 million
in loans transferred from the investment fund into Fair Holdings
LLC and DC Investments LLC.  They used the money to fund
$220 million in other loans, according to the filing.


FANNIE MAE: Aug. 29 Deadline for Continental Western to Respond
---------------------------------------------------------------
Magistrate Judge Ross A. Walters in Des Moines, Iowa, entered an
order last week denying Continental Western Insurance Company's
motion to compel production of the administrative record on which
the Federal Housing Finance Agency and the United States
Department of the Treasury based their decision to enter into the
Third Amendment under which Fannie Mae and Freddie Mac remit all
of their earnings to the Treasury Department, and giving the
insurer until Aug. 29, 2014, to respond to FHFA and Treasury's
motions to dismiss Continental Western's lawsuit challenging the
Third Amendment.

The parties in this litigation are represented by:

    -- David H. Thompson, Esq., at Cooper & Kirk, PLLC,

representing Continental Western Insurance Company;

    -- Howard N. Cayne, Esq., at Arnold & Porter LLP, representing
FHFA; and

    -- Joel McElvain, Esq., from the Department of Justice,
representing the Department of the Treasury.

Magistrate Walters says that the motions to dismiss appear to
advance purely legal arguments and no more documents are necessary
for Continental Western to respond to FHFA and Treasury's facial
challenge to the Complaint and for the court to rule on those
motions.

                        About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.

Fannie Mae reported net income of $83.98 billion on $117.54
billion of total interest income for the year ended Dec. 31, 2013,
as compared with net income of $17.22 billion on $129.19 billion
of total interest income for the year ended Dec. 31, 2012.

As of March 31, 2014, the Company had $3.22 trillion in total
assets, $3.21 trillion in total liabilities and $8.09 billion in
total equity.

                          Conservatorship

Fannie Mae has operated under the conservatorship of the Federal
Housing Finance Agency ("FHFA") since Sept. 6, 2008.  Fannie Mae
has not received funds from Treasury since the first quarter of
2012.  The funding the company has received under its senior
preferred stock purchase agreement with Treasury has provided the
company with the capital and liquidity needed to fulfill its
mission of providing liquidity and support to the nation's housing
finance markets and to avoid a trigger of mandatory receivership
under the Federal Housing Finance Regulatory Reform Act of 2008.
For periods through March 31, 2014, Fannie Mae has requested
cumulative draws totaling $116.1 billion and paid $121.1 billion
in dividends to Treasury.  Under the senior preferred stock
purchase agreement, the payment of dividends cannot be used to
offset prior draws.  As a result, Treasury maintains a liquidation
preference of $117.1 billion on the Company's senior preferred
stock.


FANNIE MAE: Reports Net Income of $3.7 Billion in Second Quarter
----------------------------------------------------------------
Federal National Mortgage Association filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $3.66 billion on $28.74 billion of
total interest income for the three months ended June 30, 2014, as
compared with net income of $10.09 billion on $28.97 billion of
total interest income for the same period in 2013.  Net income in
the second quarter of 2014 declined compared with the first
quarter of 2014, due primarily to a decline in the amount of
income recognized by the company from settlement agreements
related to private-label mortgage-related securities sold to
Fannie Mae.  This decline was partially offset by an increase in
the Company's benefit for credit losses due primarily to higher
home prices in the second quarter of 2014.

For the six months ended June 30, 2014, the Company reported net
income of $8.99 billion on $57.92 billion of total interest income
as compared with net income of $68.78 billion on $59.15 billion of
total interest income for the same period during the prior year.

The Company's balance sheet at June 30, 2014, showed $3.21
trillion in total assets, $3.21 trillion in total liabilities and
$6.11 billion in total equity.

"We have been under conservatorship, with the Federal Housing
Finance Agency ("FHFA") acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to our Board of Directors and has delegated to
management the authority to conduct our day-to-day operations.
Our directors do not have any fiduciary duties to any person or
entity except to the conservator and, accordingly, are not
obligated to consider the interests of the company, the holders of
our equity or debt securities or the holders of Fannie Mae MBS
unless specifically directed to do so by the conservator.  We
describe the rights and powers of the conservator, key provisions
of our agreements with the U.S. Department of the Treasury
("Treasury"), and their impact on shareholders in our Annual
Report on Form 10-K for the year ended December 31, 2013 ("2013
Form 10-K") in "Business--Conservatorship and Treasury
Agreements."

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

                        http://is.gd/QC4LdB

                          About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.

Fannie Mae reported net income of $83.98 billion on $117.54
billion of total interest income for the year ended Dec. 31, 2013,
as compared with net income of $17.22 billion on $129.19 billion
of total interest income for the year ended Dec. 31, 2012.


FIAT CHRYSLER: Sued over Jeep Ignition-Switch Failures
------------------------------------------------------
Margaret Cronin Fisk, writing for Bloomberg News, reported that
Chrysler Group LLC was sued over allegedly faulty ignition
switches in Jeeps, in a follow-up to more than 120 lawsuits
General Motors faces over the same defect.  According to the
report, both automakers are accused of employing ignition switches
that can be unexpectedly turned off, cutting power to brakes,
steering and airbags and causing potentially deadly loss of
control.  The Chrysler lawsuit, filed on June 29 in federal court
in Riverside, California, follows the automaker's announcement
last week that it would recall almost 800,000 Grand Cherokees and
Commanders made from 2005 to 2007 because a driver's knee could
bump the key out of the "on" position, the report related.

The case is Lumpkin v. Chrysler Group LLC, 14-cv-01555, U.S.
District Court, Central District of California (Riverside).


FIRST AMERICAN PAYMENT: Moody's Affirms B2 Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the First American Payment
Systems, L.P.'s ("FAPS") B2 Corporate Family Rating ("CFR"), B2-PD
Probability of Default Rating ("PDR"), and the instrument ratings
following the sale of FAPS to an investment group led by Ontario
Teachers' Pension Plan ("Teachers") and amendments to loosen the
financial leverage covenants. The outlook is stable.

No new debt is being issued and the existing debt will be reduced
slightly as a requirement to allow it to remain in place following
this change in control of FAPS. The investment group led by
Teachers' is using cash equity to purchase all of Lindsay
Goldberg's equity, with management maintaining its equity interest
as part of the transaction.

Affirmations:

Issuer: First American Payment Systems, L.P.

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Senior Secured First Lien Bank Credit Facility (Term Loan),
Affirmed Ba3 (LGD3)

Senior Secured First Lien Bank Credit Facility (Revolver),
Affirmed Ba3 (LGD3)

Senior Secured Second Lien Bank Credit Facility (Term Loan),
Affirmed Caa1 (LGD5)

Outlook Actions:

Issuer: First American Payment Systems, L.P.

Outlook, Remains Stable

Ratings Rationale

The financial leverage covenants on both the Senior Secured First
Lien Credit Facility ("First Lien Debt") and the Senior Secured
Second Lien Credit Facility ("Second Lien Debt") were scheduled to
tighten rapidly over the near term. The amendment will relax the
covenants on both the First Lien Debt and the Second Lien Debt and
will thus permit FAPS to maintain high leverage over a longer
horizon than is currently the case and suggests that the
deleveraging activity of the past several quarters has come to an
end.

The B2 CFR reflects FAPS's high leverage, its relatively small
market share, and its exposure to smaller sized customers, which
have a higher risk of attrition and chargeback liabilities.
Moreover, given the private equity ownership, Moody's anticipate
that debt to EBITDA (Moody's standard adjustments) will remain
moderate to high due to periodic debt-funded acquisitions and
equity distributions. Nevertheless, the rating is supported by
FAPS's consistent Free Cash Flow ("FCF"), which reflects the
combination of a recurring transaction-based revenue stream from
multi-year contracts with merchants and modest capital expenditure
requirements.

The stable outlook reflects Moody's expectation that FAPS will
generate flat to low single digit revenue growth over the next 12
to 18 months. Although Moody's expect EBITDA to be flat over the
period, as the margin benefit from the Durbin Amendment reduction
in debit interchange charges decreases following contract
renewals, Moody's expect that a return to revenue growth will
produce increasing EBITDA. Thus, over the intermediate term,
Moody's expect EBITDA and FCF to increase as FAPS benefits from
increased scale. Moody's anticipate that Teachers' use of leverage
will be limited to acquisitions to increase FAPS's revenue base,
foregoing shareholder distributions until meaningful deleveraging
has occurred.

The rating could be upgraded if FAPS profitably expands its market
share and maintains its conservative financial policy of foregoing
equity distributions. Thus, Moody's would expect that FCF to debt
(Moody's adjusted) would remain at least in the low teens percent
for an extended period.

The rating could be downgraded if FAPS were to experience a
weakening competitive position, as evidenced by increased customer
churn and declining margins. The rating could also be downgraded
if Moody's believe that FCF to debt will remain below the mid
single digits, for an extended period.

First American Payment Systems (FAPS), based in Fort Worth, Texas,
is a merchant acquirer providing credit, debit and other
electronic payment processing services for merchants in United
States and Canada. FAPS is owned by an investor group led by
Ontario Teachers' Pension Plan.

The principal methodology used in this rating was 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.


FIRST DATA: Incurs $34.5 Million Net Loss in Second Quarter
-----------------------------------------------------------
First Data Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $34.5 million on $2.83 billion of
total revenue for the three months ended June 30, 2014, as
compared with a net loss attributable to the Company of $189.1
million on $2.70 billion of total revenue for the same period last
year.

For the six months ended June 30, 2014, First Data reported a net
loss attributable to the Company of $235 million on $5.47 billion
of total revenue as compared with a net loss attributable to the
Company of $526.5 million on $5.29 billion of total revenue for
the same period during the prior year.

As of June 30, 2014, the Company had $37.23 billion in total
assets, $35.74 billion in total liabilities, $70 million in
redeemable noncontrolling interest, and $1.41 billion in total
equity.

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

                         http://is.gd/rIhpWi

                           About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

First Data reported a net loss attributable to the Company of
$869.1 million in 2013, a net loss attributable to the Company of
$700.9 million in 2012 and a net loss attributable to the Company
of $516.1 million in 2011.

                           *     *     *

The Company carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FONTAINEBLEAU LAS VEGAS: Info on Ex-Principal's Worth Sought
------------------------------------------------------------
Law360 reported that term lenders are fighting a settlement of
director and officer litigation in the failed $2.9 billion
Fontainebleau Las Vegas resort and casino project and have asked a
Florida bankruptcy judge to force real estate mogul and
Fontainebleau principal Jeffrey Soffer to cough up his financial
information.  According to the report, the term lenders said
Soffer is asking for a blanket protective order to bar the term
lenders from obtaining any discovery related to his financial
condition except for a personal financial statement that he would
create for the proceeding.

                  About Fontainebleau Las Vegas

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

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

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


FREDDIE MAC: Aug. 29 Deadline for Continental Western to Respond
----------------------------------------------------------------
Magistrate Judge Ross A. Walters in Des Moines, Iowa, entered an
order last week denying Continental Western Insurance Company's
motion to compel production of the administrative record on which
the Federal Housing Finance Agency and the United States
Department of the Treasury based their decision to enter into the
Third Amendment under which Fannie Mae and Freddie Mac remit all
of their earnings to the Treasury Department, and giving the
insurer until Aug. 29, 2014, to respond to FHFA and Treasury's
motions to dismiss Continental Western's lawsuit challenging the
Third Amendment.

The parties in this litigation are represented by:

    -- David H. Thompson, Esq., at Cooper & Kirk, PLLC,
representing Continental Western Insurance Company;

    -- Howard N. Cayne, Esq., at Arnold & Porter LLP, representing
FHFA; and

    -- Joel McElvain, Esq., from the Department of Justice,
representing the Department of the Treasury.

Magistrate Walters says that the motions to dismiss appear to
advance purely legal arguments and no more documents are necessary
for Continental Western to respond to FHFA and Treasury's facial
challenge to the Complaint and for the court to rule on those
motions.

                        About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


GENERAL MOTORS: Judge Denies Motion to Dismiss Ignition Suit
------------------------------------------------------------
The Associated Press reported that a Georgia judge has denied a
motion by General Motors to dismiss a wrongful-death case against
the auto maker and set a trial date for April 2016.  According to
the report, the family of Brooke Melton, a 29-year-old nurse who
died in a 2010 car crash near Atlanta, settled last year with GM
for $5 million, but the case exposed how GM let millions of cars
stay on the road even after discovering ignition-switch flaws
linked to at least 13 deaths.  The Meltons filed a new complaint
in May that GM fraudulently concealed evidence during the first
case and GM had filed for dismissal of the case because they said
it had already been settled, but that was denied, 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.


GENERAL MOTORS: 120 Claims Tied to Ignition-Switch Defect Filed
---------------------------------------------------------------
Christina Rogers and Mike Ramsey, writing for The Wall Street
Journal, reported that General Motors Co.'s compensation program
has received about 120 claims in its first eight days.  According
to the report, more than half of the number involved deaths
allegedly linked to GM cars that were recalled earlier this year
to fix an ignition-switch defect.

The Journal, citing Kenneth Feinberg, the lawyer hired by GM to
oversee the program, said of the claims filed so far, about 65
were reported by families who say the victims were killed in
accidents involving cars that were subject to the 2.6-million-car
recall.  Another dozen claims involved catastrophic injuries and
the remaining are from people who were hospitalized, the Journal
related, further citing Mr. Feinberg.

                       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.


GENERAL MOTORS: Judge Keeps Ignition Switch Case on Pause
---------------------------------------------------------
Law360 reported that a New York bankruptcy judge denied a bid by
plaintiffs to proceed with a proposed class action against General
Motors Co. over an ignition switch defect, ruling that their suit
-- like nearly 90 other related cases -- should be stayed while he
considers whether GM can use its bankruptcy defense.  According to
the report, U.S. Bankruptcy Judge Robert Gerber denied the request
by plaintiffs including Lisa Phaneuf and Adam Smith, whose suit is
among the dozens consolidated in multidistrict litigation before
U.S. District Judge Jesse Furman.

                       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.


GESTION RER: Hydro Turbine Maker Must File Plan by Aug. 29
----------------------------------------------------------
The District Court of Quebec entered an Order on July 30, 2014,
under the Companies' Creditors Arrangement Act, and appointed
Raymond Chabot Inc. as monitor of the financial and business
affairs of Gestion Rer Inc., Rer Hydro LTEE and Hydroliennes Trec
Saint-Laurent Inc.

The Debtors are required to submit a plan of arrangement no later
than August 29, 2014, or ask the Court for an extension of that
deadline.

For more information, contact:

     Emmanuel Phaneuf, M.Sc., CIRP
     RAYMOND CHABOT INC
     National Bank Tower
     600 De La Gauchetierre Street West, Suite 2000
     Montreal (Quebec) H3B 4L8
     Tel: 514-897-1385
     Fax: 514-878-2100
     E-mail: phaneuf.emmanuel@rcgt.com


GETTY IMAGES: Bank Debt Trades at 4% Off
----------------------------------------
Participations in a syndicated loan under which Getty Images Inc.
is a borrower traded in the secondary market at 96.07 cents-on-
the-dollar during the week ended Friday, Aug. 8, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 0.52
percentage points from the previous week, The Journal relates.
Getty Images Inc. pays 350 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 14, 2019, and
carries Moody's B2 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.


GGW BRANDS: 'Girls Gone Wild' Founder Says Judge Can't Jail Him
---------------------------------------------------------------
Law360 reported that "Girls Gone Wild" founder Joe Francis told a
California bankruptcy court that he should not be jailed after the
judge found him in contempt for entering the offices of his
bankrupt company, arguing the court couldn't lawfully hand down
such a sanction.  According to the report, opposing the imposition
of incarceration as a sanction, Francis' attorneys claimed a
holding of criminal contempt is beyond the power of the bankruptcy
court and its non-Article III judge, due to the lack of express
statutory authority.

                         About GGW Brands

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

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

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

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

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


GLYECO INC: Signs Consulting Agreement with CTO
-----------------------------------------------
GlyEco, Inc., entered into a consulting agreement with the
Company's Chief Technical Officer, Richard Geib.

The Agreement supersedes the terms of the Consulting Agreement
previously entered into between Global Recycling Technologies,
Ltd., a Delaware corporation, and Mr. Geib on May 3, 2010, which
the Company assumed upon the consummation of a reverse triangular
merger with Global Recycling on Nov. 28, 2011.

The Agreement is for a term of two years and may be extended for
additional one-year terms by written agreement.  Pursuant to the
Agreement, Mr. Geib will assist in the further development and
implementation of the Company's proprietary technology for
recycling glycol, the GlyEco TechnologyTM, and perform such other
duties as requested by the Company's chief executive officer.

In consideration for his services during the term, the Company
will compensate Mr. Geib with an initial engagement fee of
$50,000, a monthly consulting fee of $12,500 per month for the
first year of the term, a to be determined monthly consulting fee
for the second year of the term, and a total of 2,700,000 warrants
to purchase shares of GlyEco common stock, par value $0.0001 per
share, at an exercise price of $0.73 per share, of which half will
vest immediately and the remaining amount will vest on Aug. 4,
2015.

              Adopts Amended Bylaws and Code of Conduct

The Board of Directors of GlyEco, Inc., approved and adopted
Amended and Restated Bylaws.  The Amended and Restated Bylaws:

   * provide that directors will be elected by a plurality of the
     votes of shares present in person or represented by proxy at
     each stockholders' meeting and entitled to vote on the
     election of directors;

   * clarify the process for fixing a record date to determine
     which stockholders are entitled to notice of or to vote at
     any meeting of stockholders or adjournment thereof or in
     order to make a determination for any other purpose;

   * clarify that any shares belonging to the Company will not be
     voted directly or indirectly at any stockholders' meeting and
     will not be counted in determining the total number of
     outstanding shares at any given time;

   * articulate the process by which the Board may create one or
     more committees and define the scope of assigned
     responsibilities each committee may have; and

   * clarify the processes by which the Bylaws may be amended by
     the Board or the Company's stockholders.

On Aug. 5, 2014, the Board of the Company adopted a Code of
Business Conduct and Ethics, which sets forth legal and ethical
standards of conduct applicable to all directors, officers, and
employees of the Company.

The Code of Business Conduct and Ethics supersedes and replaces
the Code of Ethics previously adopted by the Board of the Company
on Jan. 20, 2012.  The adoption of the Code of Business Conduct
and Ethics did not relate to, or result in, any waiver, explicit
or implicit, of any provision of the Prior Code.

A copy of the Code of Business Conduct and Ethics may be
requested, free of charge, by sending a written communication to
Matt Hamilton, General Counsel, at the Company's executive
offices.  The Code of Business Conduct and Ethics will also be
posted on the Company's Web site, www.glyeco.com.

                         About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

GlyeCo reported a net loss of $4.01 million in 2013, a net loss of
$1.86 million in 2012.and a net loss of $592,171 in 2011.  As of
Dec. 31, 2013, the Company had $15.69 million in total assets,
$3.34 million in total liabilities, $1.17 million in mandatorily
redeemable series AA convertible preferred stock, and $11.18
million in total stockholders' equity.

Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has yet to achieve profitable
operations and is dependent on its ability to raise capital from
stockholders or other sources to sustain operations and to
ultimately achieve viable profitable operations.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern.


GRD HOLDING: Moody's Lowers Rating on $360MM Sr. Notes to 'B2'
--------------------------------------------------------------
Moody's Investors Service downgraded the senior secured note
rating of GRD Holding III Corporation's ("GRD"), owner of At Home
and Garden Ridge home decor stores, to B3 from B2 following a
change in the company's capital structure, as per Moody's Loss
Given Default Methodology. Concurrently, Moody's affirmed GRD's B2
Corporate Family Rating and B2-PD Probability of Default Rating.
The ratings outlook remains stable.

Ratings downgraded:

  $360 million senior secured Notes due 2019 to B3 (LGD 4)
  from B2 (LGD 4)

Ratings affirmed:

Corporate Family Rating, affirmed at B2

Probability of Default Rating, affirmed at B2-PD

The ratings outlook is stable outlook

Ratings Rationale

The downgrade of GRD's notes to B3 from B2 reflects the increase
in size of the company's ABL revolver, to $140 million from $90
million. While GRD's notes are secured by substantially all assets
of the company, they only have a second lien position on the more
liquid assets (receivables and inventory) on which the ABL has a
first lien. Thus, Moody's treats the ABL as having a priority
position in the capital structure when applying its Loss Given
Default Methodology. The ABL increase, along with Moody's
expectation for increased borrowing over the near term in support
of accelerated store growth, re-branding and other capital
spending, will add a material amount of senior debt in the capital
structure.

GRD's B2 Corporate Family Rating continues to reflect its limited
scale and small regional store base with annual revenue of over
$400 million and 68 total stores as of April 26. 2014. The rating
also reflects the company's high financial leverage and low level
of interest coverage stemming from the company's partially debt
financed acquisition of controlling interest by AEA Investors LP
in October 2011. As of April 26, 2014, lease-adjusted Debt/EBITDA
stood at about 6.0 times and adjusted interest coverage was 1.4
times. Following a period of strategic re-alignment, the company
has entered a period of significant investment in store growth
which may pressure margins going forward as they invest in new
store openings, increased marketing, re-branding, and additional
overhead to support future growth. While accelerated growth brings
significant risks, the company's year-to-date results have been
strong, with double digit revenue growth due to new store openings
and strong, positive comparable store sales. The rating also
considers GRD's large array of product offerings which provide an
advantage as it strives to appeal to the home decorating
enthusiast, and adequate liquidity.

The ratings outlook is stable, reflecting Moody's view that
although GRD will invest in new store expansion, continued revenue
and earnings growth will lead to improved credit metrics over the
next 12-18 months.

GRD's ratings could be upgraded if the return on its investment in
new stores meets or exceeds the company's consolidated return
profile and the company demonstrates the ability and willingness
to achieve and maintain debt/EBITDA below 4.5 times and interest
coverage above 2.25 times.

Ratings could be downgraded if it appears that the rate of return
from new store openings will be materially lower than expected, or
if operating performance or liquidity were to deteriorate.
Specific metrics include debt/EBITDA rising above 6.0 times for an
extended period, and/or interest coverage falling below 1.25
times.

Through its subsidiaries, GRD Holding III Corporation operated 68
stores (as of April 26, 2014) throughout the South Central,
Southeastern and Midwestern regions of the U.S. mainly under the
"Garden Ridge" brand name, with several new stores under the new
"At Home" brand name. Revenues for the period ended April 26, 2014
exceeded $418 million.

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


GRIFFIN HOMEBUILDING: BofA Can't Bill Firm Owners For $60MM Award
-----------------------------------------------------------------
Law360 reported that a California judge said that a $60 million
award Bank of America NA and Bank of the West obtained in the
federal bankruptcy of Griffin Homebuilding Group LLC does not
entitle the banks to collect that debt from the company's
individual owners.  According to the report, the banks had argued
that a federal bankruptcy court's order allowing them pursue their
claims for $60 million in unpaid loans against GHG's bankruptcy
estate counts as a "judgment" under state law, and thus can be
applied to GHG -- not its bankruptcy.


GUGGENHEIM PARTNERS: Faker Can't Toss $1.7M Award Through Ch. 7
---------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Elizabeth Stong sided
with Guggenheim Partners LLC and ruled that a man who allegedly
used the famous surname to peddle millions in sham investments
couldn't use Chapter 7 to evade a trial court's $1.69 million
damages award.  According to the report, Judge Stong ruled that
David Birnbaum's debt to Guggenheim was nondischargeable in
bankruptcy proceedings because it arose from a "from a willful and
malicious injury" he caused -- namely, promoting investments under
the name "David Guggenheim" in order to falsely associate with the
famous surname.


HAMPTON ROADS: Reports $2.5 Million Net Income in Second Quarter
----------------------------------------------------------------
Hampton Roads Bankshares, Inc., reported net income attributable
to the Company of $2.47 million on $17.93 million of total
interest income for the three months ended June 30, 2014, as
compared with net income attributable to the Company of $89,000 on
$19.58 million of total interest income for the same period last
year.

For the six months ended June 30, 2014, the Company reported net
income attributable to the Company of $6.33 million on $35.89
million of total interest income as compared with net income
attributable to the Company of $721,000 on $39.11 million of total
interest income for the same period in 2013.

As of June 30, 2014, the Company had $1.97 billion in total
assets, $1.78 billion in total liabilities and $194.79 million in
total shareholders' equity.

"Our operating performance in the second quarter has allowed us to
make continued, strategic investments in the Company that we
believe will benefit our shareholders, employees and customers
over the long term," said Douglas Glenn, president and chief
executive officer.  "Our commitment to developing a strong and
vibrant corporate culture is also resonating in our markets and
has attracted talented individuals who we believe will create new
opportunities for our company and serve to enhance the customer
experience."

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

                         http://is.gd/QQTa1i

                     About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.

Hampton Roads reported net income attributable to the Company of
$4.07 million in 2013, a net loss attributable to the Company of
$25.09 million in 2012 and a net loss attributable to the Company
of $97.54 million in 2011.

                            *    *    *

This concludes the Troubled Company Reporter's coverage of Hampton
Roads Bankshares until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


HEARTLAND MEMORIAL: McGuireWoods Beats Suit Over Suspect LBO
------------------------------------------------------------
Law360 reported that an Indiana federal judge cleared McGuireWoods
LLP of helping insiders at Heartland Memorial Hospital LLC plunder
the health care system's assets during a 2006 leveraged buyout
that led to its bankruptcy, finding no impropriety in the
underlying transaction.  According to the report, Chief U.S.
District Judge Philip P. Simon determined that Indiana law has
explicitly rejected the theory advanced by Chapter 11 trustee
David Abrams that directors at Heartland parent company
iHealthcare Inc. breached their fiduciary duty when they converted
Heartland's real estate assets to cash.

The case is Abrams v. Heartland Memorial Hospital LLC et al., Case
No. 2:12-cv-00021 (N.D. Ind.).

                About Heartland Memorial Hospital

In January 2007, creditors filed an involuntary Chapter 7
bankruptcy petition against Heartland Memorial Hospital, LLC.  On
March 2, 2007, the bankruptcy court granted relief against the
Debtor and converted the case to Chapter 11.  On Nov. 19, 2008,
the bankruptcy court confirmed the Debtor's liquidating plan of
reorganization and appointed David Abrams, as liquidating trustee.


IOWA GAMING: Section 341(a) Meeting Rescheduled for Sept. 9
-----------------------------------------------------------
The U.S. Trustee has rescheduled for Sept. 9, 2014, at 2:00 p.m.
the meeting of creditors of Iowa Gaming Co. LLC at the Office of
the U.S. Trustee, Meeting Room, Suite 501, 833 Chestnut Street,
Philadelphia, PA 19107.

As reported by the Troubled Company Reporter on Aug. 5, 2014,
the U.S. Trustee first scheduled the meeting for June 24, 2014, at
2:00 p.m.  The meeting was later set for Aug. 5, 2014, at
1:00 p.m. and thereafter adjourned sine die.

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

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

On June 5, 2014, Hon. Richard E. Fehling of the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania granted the Debtors
permission to employ Weinhardt & Logan, PC., as litigation co-
counsel.

As reported by the Troubled Company Reporter on May 20, 2014, W&L
has represented the Debtors since October 2012 in prepetition
litigation related to Belle's gaming license.  Postpetition, W&L
has agreed to, among other things, continue assisting and advising
the Debtors with respect to litigation matters including and
relating to the Debtors' prepetition litigation in Iowa.

                         About Iowa Gaming

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

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

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

In their schedules, Iowa Gaming disclosed $57,866,300 in total
assets and $4,710,258 in total liabilities, while Belle disclosed
$58,450,809 in total assets and $4,710,258 in total liabilities.
According to Belle's financial records, Belle has an intercompany
receivable of $47 million from Penn National.


IOWA GAMING: Court Denies Iowa Racing's Case Dismissal Motion
-------------------------------------------------------------
The Hon. Richard E. Fehling of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania has denied Iowa Racing and Gaming
Commission, Missouri River Historical Development and SCE
Partners, LLC's motion to dismiss Iowa Gaming Company, LLC, et
al.'s bankruptcy case.

As reported by the Troubled Company Reporter on June 5, 2014,
Bloomberg News bankruptcy columnist Bill Rochelle reported that
Iowa gambling regulators asked U.S. Bankruptcy Judge Richard E.
Fehling to dismiss Iowa Gaming Co.'s bankruptcy case because it
was filed in bad faith.

On June 5, 2014, the Debtors objected to the dismissal motion,
saying that, among other things, "this bankruptcy has no effect on
any other pending litigation in Iowa, save to stay the closing of
the Argosy Casino pending completion of judicial review of the
April 17 ruling.  It does not impact at all the four existing
petitions for review, which all concern the antics of the IRGC,
MRHD, and SCE to give SCE a license to a land-based casino.
Moreover, the Debtors are not asking this Court to determine any
of the issues in the petition for review of the IRGC's April 17
ruling, which the Debtors filed on June 5, 2014; those issues will
also be decided by the Iowa courts.  This bankruptcy does not
stay, interfere with, or prevent SCE from continuing to build its
competing casino or honoring contracts, which it has been doing
since the Petition Date, and has done for years in the face of
substantial litigation risk that SCE has knowingly undertaken."

A copy of the objection is available for free at:

     http://bankrupt.com/misc/IOWAGAMING_154_dismissalobj.pdf

                          Automatic Stay

On May 27, 2014, the IRGC, MRHD, and SCE objected to the Debtors'
consolidated motion for stay, application of the U.S. Bankruptcy
Code Section 108(A), and preliminary injuction, saying that an
injunction will harm the efforts of Sioux City to redevelop the
downtown Sioux City.  Sioux City has expended considerable
resources to revitalize downtown Sioux City around the Hard Rock
Casino, including the issuance of $22 million in municipal bonds
to support the SCE Hard Rock Casino project.

In a court filing dated May 27, 2014, IRGC, MRHD, and SCE said the
Debtors do not have a legitimate need for reorganization or
liquidation.  They have failed to promptly pursue judicial review
or seek interim stays pending final review in Iowa.

A copy of their memorandum of points and authorities is available
for free at:

    http://bankrupt.com/misc/IOWAGAMING_119_dismissalmemo.pdf

A copy of the objection is available for free at:

       http://bankrupt.com/misc/IOWAGAMING_118_stayobj.pdf

The Court denied on June 11, 2014, the Debtors' motion for a
determination of the applicability of the stays to the Debtors'
license in Iowa to conduct gambling.

On June 25, 2014, the Debtors filed a notice of appeal of the
order denying the Debtors' motion for entry of an order
determining that the threatened non-renewal of the Debtors'
license and closure of the Debtors' business are stayed by either
the automatic stay or by operation of Bankruptcy Code Section
108(a) and Iowa Code Section 17A.18(2).  The notice seeks review
of the court order to the extent it determined that the automatic
stay does not apply to the July 1, 2014 casino closure date
imposed by the IRGC order.  The Debtors are continuing to
prosecute their appeal of that portion of the Bankruptcy Court
order.

On July 25, 2014, the Iowa Supreme Court (i) denied the
application of Belle of Sioux City, LP, for a stay pending
appeal of the order dated July 14, 2014, denying Belle's petition
for review of the order of the IRGC dated April 17, 2014,
and (ii) lifted, as of July 30, 2014, an emergency stay which had
been previously granted by the Iowa Supreme Court.

As a result of the entry of the Supreme Court stay order, the
Agrosy Casino has closed and its casino operations have been
terminated.  However, Belle is continuing to pursue its appeal of
the District Court order.

On Aug. 4, the Court ordered that the Parties file by Aug. 6,
2014, a stipulation regarding (i) whether the Debtors have ceased
operations and closed the Argosy Casino; (ii) whether the Debtors
are continuing to press their appeal of the June 11, 2014 order
denying the Debtors' motion for a determination of the
applicability of the stays to the Debtors' license in Iowa to
conduct gambling.  On Aug. 6, 2014, the Debtors, the State of Iowa
and IRGC, MRHD,  and SCE filed the Stipulation.  If the
Stipulation were not filed by the deadline, a hearing would be
held on the status of the joint motions to dismiss at 11:00 a.m.,
previaling time, on Aug. 11, 2014.

The Debtors said in a court filing dated Aug. 6, 2014, that the
motion to dismiss their cases should not be decided as long as the
appeal of the Bankruptcy Court order remains pending.

The counsel to the State of Iowa and IRGC can be reached at:

      Ciardi Ciardi & Astin
      Albert A. Ciardi, III, Esq.
      Marnie E. Simon, Esq.
      Jennifer C. McEntee, Esq.
      Adrienne N. Anderson, Esq.
      One Commerce Square
      Philadelphia, Pennsylvania 19103
      Tel: (215) 557-3550
      E-mail: aciardi@ciardilaw.com
              msimon@ciardilaw.com
              jcranston@ciardilaw.com
              aanderson@ciardilaw.com

MRHD can be reached at:

      Fox Rothschild
      Michael G. Menkowiz, Esq.
      Samuel H. Israel, Esq.
      2000 Market Street, 20th Floor
      Philadelphia, Pennsylvania 19103
      Tel: (215) 299-2000
      E-mail: mmenkowitz@foxrothschild.com
              sisrael@foxrothschild.com

                  and

      Lane & Waterman LLP
      Richard A. Davidson, Esq.
      220 North Main Street, Suite 600
      Davenport, Iowa 52801-1987

SCE can be reached at:

      Klehr, Harrison, Harvey Branzburg LLP
      Morton R. Branzburg, Esq.
      1835 Market Street, Suite 1400
      Philadelphia, Pennsylvania 19103
      Tel: (215) 569-2700
      Fax: (215) 568-6603
      E-mail: mbranzburg@klehr.com

                  and

      Kirkland & Ellis LLP
      Mark Holscher, Esq.
      Jeffrey S. Sinek, Esq.
      333 Hope Street
      Los Angeles, California 90071
      Tel: (213) 680-8400
      E-mail: mark.holscher@kirkland.com
              jeff.sinek@kirkland.com

                  and

      Kirkland & Ellis LLP
      David R. Seligman, P.C.
      Ray C. Schrock, P.C.
      300 North LaSalle
      Chicago, Illinois 60654
      Tel: (312) 862-2000
      E-mail: david.seligman@kirkland.com
              ray.schrock@kirkland.com

                  and

      Grefe & Sidney, P.L.C.
      Guy R. Cook, Esq.
      500 East Court Avenue
      Des Moines, Iowa 50309
      Tel: (515) 245-4300
      E-mail: gcook@grefesidney.com

                         About Iowa Gaming

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

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

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

In their schedules, Iowa Gaming disclosed $57,866,300 in total
assets and $4,710,258 in total liabilities, while Belle disclosed
$58,450,809 in total assets and $4,710,258 in total liabilities.
According to Belle's financial records, Belle has an intercompany
receivable of $47 million from Penn National.




J&J SPOT HOLDING: Case Summary & Unsecured Creditor
---------------------------------------------------
Debtor: J&J Spot Holding Inc.
        850 North Broadway
        North White Plains, NY 10603

Case No.: 14-23129

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: August 7, 2014

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

Judge: Hon. Robert D. Drain

Debtor's Counsel: Steven D. Hamburg, Esq.
                  STEVEN D. HAMBURG
                  2736 Independence Avenue, Suite 1H
                  Bronx, NY 10463
                  Tel: (917) 885-8275
                  Email: kshamburg@optonline.net

Estimated Assets: $1 million to $10 million

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

The petition was signed by Joseph Macellaro, vice president.

The Debtor listed NY State Dept. of Tax & Finance as its largest
unsecured creditor holding a claim of $8,000.

A full-text copy of the petition is available for free at:

              http://bankrupt.com/misc/nysb14-23129.pdf


JACKSONVILLE BANCORP: Posts $507,000 Net Income in 2nd Quarter
--------------------------------------------------------------
Jacksonville Bancorp, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $507,000 on $5.53 million of total interest income
for the three months ended June 30, 2014, as compared with net
income of $29,000 on $5.79 million of total interest income for
the same period in 2013.

For the six months ended June 30, 2014, the Company reported net
income of $533,000 on $10.65 million of total interest income as
compared with net income of $228,000 on $12.15 million of total
interest income for the same period in 2013.

As of June 30, 2014, the Company had $494.63 million in total
assets, $459.11 million in total liabilities and $35.52 million in
total shareholders' equity.

"We continue to execute a clear strategy and remain encouraged by
the ongoing economic improvement in the Northeast Florida market,"
said Chief Executive Officer Kendall L. Spencer.  "While
disappointed in the slight uptick in non-performing assets, we are
extremely encouraged about the significant reduction in past due
loans which is a clear indication of the health of our customers
and their ability to service their loans.  Our core earnings are
stabilized and momentum is building as we continue to focus on
earning opportunities and strong expense controls."

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

                       http://is.gd/EbWjyV

                    About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with eight full-service branches
in Jacksonville, Duval County, Florida, as well as the Company's
virtual branch.  The Jacksonville Bank opened for business on
May 28, 1999, and provides a variety of community banking services
to businesses and individuals in Jacksonville, Florida.

Jacksonville Bancorp reported a net loss available to common
shareholders of $32.42 million on $22.93 million of total interest
income for the year ended Dec. 31, 2013, as compared with a net
loss available to common shareholders of $43.04 million on $26.25
million of total interest income for the year ended Dec. 31, 2012.
The Company reported a net loss available to common shareholders
of $24.05 million in 2011.


JAZZ PHARMACEUTICALS: S&P Rates $500MM Unsec. Notes Due 2021 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating to the $500 million of senior unsecured exchangeable notes
maturing 2021 issued by Jazz Investments I Ltd. and guaranteed by
Jazz Pharmaceuticals plc.  The recovery rating on these unsecured
obligations is '6', reflecting S&P's expectation for negligible
(0%-10%) recovery in the event of default.  S&P expects the
company to use part of the proceeds to pay down amounts
outstanding on the revolver and to use the remainder for general
corporate purposes including potential business development
activities.

Although this issuance modestly increases S&P's estimate of 2014
debt leverage to about 2.5x from around 2.1x, its corporate credit
rating remains unchanged, as debt leverage continues to remain
within the range (2x to 3x) S&P views as consistent with an
"intermediate" financial risk score.  The company's "weak"
business risk profile reflects the high degree of product and
therapeutic concentration.  S&P estimates Xyrem will represent
about 65% to 70% of 2014 revenues, while the top two products
(Xyrem and Erwinaze) will represent around 80% to 85% of 2014
revenues.

Although S&P believes the company's range of use, formulation, and
distribution patents on Xyrem are not generally as strong as
patents relating to the composition of the pharmaceutical
molecule, the company has a variety of such patents protecting
Xyrem from generic competition.  While multiple generic drug
companies have challenged the validity of Jazz's patents on Xyrem
and a trial may occur in early 2015, S&P's base-case expectation
assumes no impact through 2016.

RATINGS LIST

Jazz Pharmaceuticals plc
Corporate Credit Rating                  BB/Stable/--

New Rating
Jazz Investments I Ltd.
$500M sr unsecured exchangeable notes    B+
  due 2021
   Recovery rating                        6


JUPITER RESOURCES: Moody's Withdraws 'B3' Senior Unsecured Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the B3 rating of Jupiter
Resources Inc.'s proposed US$1.1 billion of senior unsecured
notes. The withdrawal of the B3 rating on the notes follows
Jupiter's announcement that due to adverse market conditions, the
company has elected to postpone the offering of the notes. The B2
Corporate Family Rating (CFR), B2-PD Probability of Default Rating
and Speculative Liquidity Rating of SGL-3 were unchanged.

Issuer: Jupiter Resources Inc.

   Senior Unsecured Regular Bond/Debenture, Withdrawn,
   previously rated B3

   Senior Unsecured Regular Bond/Debenture, Withdrawn, previously
   rated a range of LGD4, 67 %

Ratings Rationale

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

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

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

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

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


LEO MOTORS: Sells $961,540 of Convertible Promissory Notes
----------------------------------------------------------
Leo Motors, Inc., sold three convertible promissory notes for an
aggregate principal amount of $961,540 to two Korean accredited
investors pursuant to a Securities Purchase Agreement on July 31,
2014.

Each note has a maturity date which is three years after the date
of issuance.  Each Note has an interest rate of four percent per
annum.  Each note is convertible into restricted shares of the
Company's common stock at any time on the date that is three
months after the date that Note was issued at an exercise price
equal to $0.10 per share, which may be adjusted, subject to
certain terms and conditions, to a price equal to the greater of
(i) par value of the Common Stock, or (ii) 75% of the average
trading price of the Common Stock for the 3 months immediately
preceding the date of conversion.  The Company is permitted to
repay the Note at any time after the date that is three months
after the date of issuance.

                          About Leo Motors

Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo
Motors, Inc., a Nevada corporation, is currently engaged in the
research and development of multiple products, prototypes and
conceptualizations based on proprietary, patented and patent
pending electric power generation, drive train and storage
technologies.

In 2011, the Company determined its investment in Leo B&T Inc. an
investment account was impaired and recorded an expense of
$4.5 million.  During the 2012 year the Company had a net non
operating income largely from the result of the forgiveness of
debt for $1.3 million.

Leo Motors reported a net loss of $1.24 million on $0 of revenues
for the year ended Dec. 31, 2013, as compared with a net loss of
$1.88 million on $25,605 of revenues during the prior year.  The
Company's balance sheet at March 31, 2014, showed $1.14
million in total assets, $1.80 million in total liabilities and a
$656,382 total deficit.

John Scrudato CPA, in Califon, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred significant losses since inception
of $16,871,850.  This and other factors raise substantial doubt
about the Company's ability to continue as a going concern.


LEVEL 3: Swings to $51-Million Net Income in Second Quarter
-----------------------------------------------------------
Level 3 Communications, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q for the
period ended June 30, 2014.

The Company disclosed net income of $51 million on $1.62 billion
of revenue for the three months ended June 30, 2014, as compared
with a net loss of $24 million on $1.56 billion of revenue for the
same period during the prior year.

The Company also reported net income of $163 million on $3.23
billion of revenue for the six months ended June 30, 2014, as
compared with a net loss of $102 million on $3.14 billion of
revenue for the same period in 2013.

The Company's balance sheet at June 30, 2014, showed $13.02
billion in total assets, $11.34 billion in total liabilities, and
$1.67 billion in total stockholders' equity.

The Company had $637 million of cash and cash equivalents on hand
at June 30, 2014.

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

                      http://is.gd/3uRgVj

                   About Level 3 Communications

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

Level 3 incurred a net loss of $109 million in 2013, a net
loss of $422 million in 2012, and a net loss of $756 million in
2011.

                           *     *     *

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

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

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


LEVEL 3: TW Telecom Posts $36.4 Million Net Income in 2013
----------------------------------------------------------
As previously announced, on June 15, 2014, Level 3 Communications,
Inc., entered into a definitive agreement to acquire tw telecom
inc. in a stock-and-cash transaction.  Completion of the tw
telecom transaction is subject to, among other things, approval by
Level 3 stockholders and tw telecom stockholders.  Level 3 expects
the tw telecom transaction to occur before the end of 2014,
although there can be no assurance as to whether or when the
transaction will be completed.

On Aug. 7, 2014, Level 3 filed with the U.S. Securities and
Exchange Commission the annual report of tw telecom for the year
ended Dec. 31, 2013.  tw telecom reported net income of $36.45
million on $1.56 billion of total revenue in 2013, net income of
$76.88 million in 2012, and net income of $57.91 million in 2011.

As of Dec. 31, 2013, the Company had $2.92 billion in total
assets, $2.28 billion in total liabilities and $636.06 million in
total stockholders' equity.

A full-text copy of tw telecom's Annual Report is available at:

                        http://is.gd/Tmawpu

                     About Level 3 Communications

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

Level 3 incurred a net loss of $109 million in 2013, a net
loss of $422 million in 2012, and a net loss of $756 million in
2011.

The Company's balance sheet at June 30, 2014, showed $13.02
billion in total assets, $11.34 billion in total liabilities, and
$1.67 billion in stockholders' equity.

                           *     *     *

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

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

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


LONGVIEW POWER: Wants $825MM Policy Fight Kept In Bankruptcy
------------------------------------------------------------
Law360 reported that coal plant operator Longview Power LLC told a
Delaware bankruptcy judge that its suit over an $825 million
insurance policy needs to remain before the court because the
outcome is crucial to the successful resolution of its Chapter 11
case.  According to the report, Longview -- which filed an
adversary complaint seeking a declaration that coverage is
available under the policy from First American Title Insurance Co.
policy and that proceeds are property of the estate -- urged U.S.
Bankruptcy Judge Brendan L. Shannon to declare the matter as "core
proceeding."

                      About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.


LOT POLISH: EU Approves $260M Aid For Struggling Airline
--------------------------------------------------------
Law360 reported that the European Commission has approved Poland's
plan to aid struggling airline LOT, the country's flagship
carrier, with EUR193.6 ($259.6 million) to support a restructuring
program intended to stave off bankruptcy, ruling the money will
not unduly distort competition.  According to the report, LOT's
restructuring plan calls for giving up some profitable routes and
slots at congested airports, factors the EC said demonstrate the
aid is not designed to give the airline an unfair edge over
European competitors, thus complying with European Union state aid
rules.

Polskie Linie Lotnicze LOT S.A., trading as LOT Polish Airlines,
is the flag carrier of Poland. Based in Warsaw, LOT was
established in 1929, making it one of the world's oldest airlines
still in operation.  Using a fleet of 55 aircraft, LOT operates a
complex network to 60 destinations in Europe, the Middle East,
North America, and Asia.  Most of the destinations are served
from its hub, Warsaw Chopin Airport.


LPATH INC: Incurs $3.7 Million Net Loss in Second Quarter
---------------------------------------------------------
LPath, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.72 million on $1.33 million of total revenues for the three
months ended June 30, 2014, as compared with a net loss of $1.38
million on $2.01 million of total revenues for the same period in
2013.

For the six months ended June 30, 2014, the Company reported a net
loss of $7.02 million on $3.05 million of total revenues as
compared with a net loss of $2.63 million on $3.12 million of
total revenues for the same period last year.

As of June 30, 2014, the Company had $18.40 million in total
assets, $5.26 billion in total liabilities and $13.14 million in
total stockholders' equity.

As of June 30, 2014, Lpath had cash and cash equivalents totaling
$14.3 million.

"Until we can generate significant cash from operations, we expect
to continue to fund our operations with cash resources generated
from a combination of NIH grants, license agreements, and the
proceeds of offerings of our equity and debt securities.  However,
we may not be successful in obtaining funding from new or existing
collaboration agreements or licenses, or in receiving milestone or
royalty payments under those agreements.  In addition, we cannot
be sure that additional financing will be available when needed or
that, if available, financing will be obtained on terms favorable
to us or to our stockholders."

"Having insufficient funds may require us to delay, scale back, or
eliminate some or all of our development programs, relinquish some
or even all rights to product candidates at an earlier stage of
development, or renegotiate less favorable terms than we would
otherwise choose.  Failure to obtain adequate financing could
eventually adversely affect our ability to operate as a going
concern.  If we raise additional funds from the issuance of equity
securities, substantial dilution to our existing stockholders
would likely result.  If we raise additional funds by incurring
debt financing, the terms of the debt may involve significant cash
payment obligations as well as covenants and specific financial
ratios that may restrict our ability to operate our business," the
Company stated in the Report.

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

                        http://is.gd/vjq1wY

                         About Lpath, Inc.

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

LPath reported a net loss of $6.56 million in 2013, a net loss of
$2.75 million in 2012 and a net loss of $3.11 million in 2011.


MACHINING PROGRAMMING: Case Summary & 9 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Machining Programming Manufacturing Inc.
           aka MPM Inc
        2100 S West Street
        Wichita, KS 67213-1112

Case No.: 14-11836

Chapter 11 Petition Date: August 7, 2014

Court: United States Bankruptcy Court
       District of Kansas (Wichita)

Judge: Hon. Robert E. Nugent

Debtor's Counsel: Christopher W. O'Brien, Esq.
                  BROWN, DENGLER & O'BRIEN, LLC
                  1938 N. Woodlawn, Ste. 405
                  Wichita, KS 67208
                  Tel: (316) 260-9720
                  Fax: (316) 260-8867
                  Email: cobrien@bdolaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Don Gorges, president.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/ksb14-11836.pdf


MCCLATCHY CO: Agrees to Sell 25.6% Stake in Cars.com to Gannett
---------------------------------------------------------------
The McClatchy Company said that it, along with the remaining
partners in Classified Ventures, LLC (CV), have entered into a
definitive agreement to sell their entire stake in CV to Gannett
Co., Inc. (NYSE-GCI) for a price that values CV at $2.5 billion.
The transaction is expected to close before the end of 2014,
subject to normal regulatory reviews.

In connection with the Sale, McClatchy will enter into a five-year
affiliation agreement with CV that will allow McClatchy to
continue to resell Cars.com products and services exclusively in
its local market.  The affiliation agreement will increase the
wholesale rate that McClatchy will pay to CV in connection with
the sale of Cars.com products and services.

CV, whose primary asset is the online car shopping Web site
Cars.com, is a joint venture among McClatchy, Gannett, Tribune
Media Company, Graham Holdings Company and A. H. Belo Corporation.
McClatchy owns 25.6% of CV.

CV was valued at $2.5 billion for purposes of the transaction,
which represents a multiple of 14.6 times 2014 EBITDA of $171
million pro forma for the impact of the new affiliate agreements.
Gross proceeds to selling partners are expected to be $1.8 billion
and McClatchy estimates its share of pre-tax, cash proceeds will
be $640 million.  After-tax proceeds are anticipated to be
approximately $406 million.  McClatchy expects to record a gain on
the sale of its interest in CV in the quarter that the deal
closes.

Upon closing of the transaction, McClatchy, Tribune Publishing
Company, The Washington Post and A. H. Belo will enter into a new,
five-year affiliate agreement with Cars.com that will allow each
company to continue to sell Cars.com products and services
exclusively in their local markets.  The affiliate agreement
increases the wholesale rate at which the affiliates will purchase
Cars.com products.

Commenting on the announcement, Pat Talamantes, McClatchy's
president and CEO, said, "Cars.com is a shining example of what
the newspaper industry can accomplish working together.  We joined
forces and from scratch developed a highly successful internet
company that has benefited consumers, auto advertisers, our
individual companies and our shareholders.  After 17 years, the
time is right for an ownership change.  We're happy to monetize a
valuable digital asset and feel great that Gannett, our long-term
partner in CV, will continue to innovate in order to grow the
company and move it forward.

"This is a significant transaction for our company and its
shareholders, and we are very pleased with how it came together.
We received a great price that reflects the strength of the
Cars.com franchise while maintaining the right to sell its
products and services to our customers.  This transaction will
provide funding for the continuing digital transformation of
McClatchy, including the ability to find other exciting digital
investments.  It will allow us to continue to pay down debt and
will generate liquidity for other uses as determined by management
and our board of directors."

Talamantes added, "We will continue to provide highly-effective
digital sales and marketing tools to the automotive advertisers in
each of our markets and we look forward to our continued
partnership with them.  Our commitment to grow our Cars.com
business remains as strong as ever.  We are proud that McClatchy
has some of the best Cars.com sales professionals in the country.
Our new affiliate agreement offers us the flexibility to provide
the products and appropriate pricing for Cars.com to each market
while leveraging our experienced and energized sales force that
knows how to get the best results from these products for
advertisers.  We believe this is a great outcome for our local
auto advertisers."

McClatchy noted that under its bond indenture for its 2022 senior
secured notes it plans to offer the after-tax proceeds from this
transaction, to the extent that they are not reinvested within 365
days of the closing of the transaction, in an offering to
repurchase those bonds at par. As of noon Pacific time yesterday
those bonds were trading at premium prices ranging between $109
and $109.625.

McClatchy's pro forma cash as of the end of the second quarter,
reflecting the CV transaction and excluding expected tax payments
for all recent transactions, is expected to be $606 million.

Moelis & Company is acting as the financial advisor and Skadden,
Arps, Slate, Meagher & Flom is acting as legal advisor to the
selling partners on the transaction.

A full-text copy of the Unit Purchase Agreement is available at:

                           http://is.gd/rrT14B

                             About McClatchy

The McClatchy Company is a news and information provider, offering
a wide array of print and digital products in each of the markets
it serves.  McClatchy's operations include 29 daily newspapers,
community newspapers, Web sites, mobile news and advertising,
niche publications, direct marketing and direct mail services. The
company's largest newspapers include the (Fort Worth) Star-
Telegram, The Sacramento Bee, The Kansas City Star, the Miami
Herald, The Charlotte Observer and The (Raleigh) News & Observer.
McClatchy is listed on the New York Stock Exchange under the
symbol MNI.

The Company reported net income of $18.80 million for the year
ended Dec. 29, 2013, as compared with a net loss of $144,000 for
the year ended Dec. 30, 2012.  As of Dec. 29, 2013, the Company
had $2.61 billion in total assets, $2.37 billion in total
liabilities, and $240.38 million in stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.

As reported by the TCR on April 2, 2014, Standard & Poor's Ratings
Services affirmed all ratings on U.S. newspaper company The
McClatchy Co., including the 'B-' corporate credit rating, and
revised the rating outlook to stable from positive.  The outlook
revision to stable reflects S&P's expectation that the
timeframe for a potential upgrade lies beyond the next 12 months,
and could also depend on the company realizing value from its
digital minority interests.


METRO AFFILIATES: Can't Duck Severance Claims
---------------------------------------------
Law360 reported that a New York bankruptcy judge rebuffed a bid by
school bus and charter bus operator Atlantic Express
Transportation Corp. to get rid of former employees' claims for
severance pay, saying it's unclear whether such compensation was
promised to certain workers.  According to the report, U.S.
Bankruptcy Judge Sean H. Lane said there is conflicting evidence
regarding whether Atlantic Express senior management told some
nonunion workers they were eligible for participation in an
informal severance program in which employees would receive one
week's pay for every two years of work they did for the company.

                      About Metro Affiliates

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).  The
case is assigned to Judge Sean Lane.  In its schedules, Metro
Affiliates disclosed $14,438,351 in total assets and $163,562,007
total liabilities.

Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, D.C., represent the Debtors.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

The Joint Chapter 11 Plan of Liquidation filed by Metro
Affiliates, Inc. and its debtor affiliates embodies a global
settlement among the Debtors, the Creditors Committee, Wells Fargo
and Wayzata for a fair allocation of the Debtors' remaining
assets.  Wayzata holds a substantial majority of the Debtors'
Notes.  Among other things, the Settlement provides that proceeds
of the Noteholders' Collateral will be used to pay certain
administrative expenses.

The Plan creates a trust for unsecured creditors who are given the
right to pursue lawsuits.  Recoveries will be shared, with 70%
going to noteholders on their remaining claim of $14.3 million and
30% earmarked for other unsecured creditors.

On June 11, 2014, the U.S. Bankruptcy Court entered its Findings
of Fact, Conclusions of Law, and Order Confirming First Amended
Joint Chapter 11 Plan of Liquidation for the Debtors.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

The U.S. appointed a three-member official committee of
unsecured creditors represented by Farrell Fritz, P.C.
PricewaterhouseCoopers LLP serves as the Committee's
Financial advisors.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, previously sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.


MICHAEL BAKER: Moody's Assigns 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has assigned a B2 Corporate Family
Rating and B2-PD Probability of Default Rating to Michael Baker
Holdings LLC and withdrawn the B2 CFR and B2-PD PDR of Michael
Baker International, LLC. All instrument ratings of the corporate
family have been affirmed. The relocation of the CFR and PDR
reflects the April issuance of $150 million pay-in-kind notes due
2019 at Michael Baker, the corporate family's highest ranking
entity.

Michael Baker Holdings LLC

Ratings assigned:

Corporate Family, B2

Probability of Default, B2-PD

Ratings affirmed:

$150 million PIK Notes due 2019, Caa1, LGD6

Rating Outlook: continues at Negative

Michael Baker International, LLC

Ratings withdrawn:

Corporate Family, B2

Probability of Default, B2-PD

Ratings affirmed:

$350 million Senior Secured Notes due 2018, B1, LGD3

Rating Outlook: continues at Negative

Ratings Rationale

The B2 CFR balances high financial leverage (about 6x pro forma
for the April 2014 PIK note issuance), integration risks and
limited performance visibility from the company's rapid growth
through acquisition, against a good backlog level.

The negative rating outlook reflects an anticipated soft 2014
FCF/debt ratio of about 5% or less and a rather limited degree of
liquidity. Michael Baker's leveraged dividend transaction of April
was undertaken following $838 million of contract awards to
construct/renovate and support operations of the Balad Air Base in
Iraq under a U.S. Foreign Military Sales Program arrangement.
Clarity regarding the project's construction schedule has lessened
with instability in Iraq.

Downward rating pressure would develop with a debt to EBITDA level
continued at 6x or higher, FCF/debt below 5%, or thinner
liquidity. Stabilization of the rating outlook would depend on
expectation of debt to EBITDA of 5x, low revolver utilization and
an adequate liquidity profile. Upward rating momentum would follow
expectation of debt to EBITDA of around 4x, FCF to debt of 10% and
a good liquidity profile.

Michael Baker Holdings LLC provides engineering, development,
intelligence and technology solutions with global reach and
mobility. Annual revenues, pro forma for business combinations,
were estimated to be $1.1 billion in 2013. The company is
majority-owned by DC Capital Partners.

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


MOLYCORP INC: Incurs $84 Million Net Loss in Second Quarter
-----------------------------------------------------------
Molycorp, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $83.85 million on $116.90 million of revenues for the three
months ended June 30, 2014, as compared with a net loss of $70.68
million on $136.11 million of revenues for the same period last
year.

The Company also reported a net loss of $169.84 million on $235.43
million of revenues for the six months ended June 30, 2014, as
compared with a net loss of $108.84 million on $281.51 million of
revenues for the same peiod during the prior year.

The Company's balance sheet at June 30, 2014, showed $2.83 billion
in total assets, $1.61 billion in total liabilities and $1.21
billion in total stockholders' equity.

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

                         http://is.gd/Vv0bQO

In a separate press release, the Company announced that it has
entered into a commitment letter for a $400 million financing
arrangement with funds managed by Oaktree Capital Management, L.P.
Under the arrangement, Oaktree will provide Molycorp and certain
of the Company's subsidiaries up to $400 million in secured
financing through credit facilities and the sale and leaseback of
certain equipment at the Company's Mountain Pass facility.  About
$250 million of the Financings will be available to be borrowed at
the closing of the Financings, with the remaining $150 million
available until April 30, 2016, if Molycorp satisfies certain
financial and operational conditions.  The closing of the
Financings is subject to the satisfaction of certain customary
closing conditions.

                           About Molycorp

Molycorp is the only advanced material manufacturer in the world
that both controls a world-class rare earth resource and can
produce high-purity, custom engineered rare earth products to meet
increasingly demanding customer specifications.  A globally
integrated manufacturer, the Company produces a wide variety of
specialized products from 13 different rare earths (lights, mids
and heavies), the transition metal yttrium, and five rare metals
(gallium, indium, rhenium, tantalum and niobium). With 26
locations across 11 countries, Molycorp also produces rare earth
magnetic materials through its Molycorp Magnequench subsidiary,
including neodymium-iron-boron ("NdFeB") magnet powders, used to
manufacture bonded NdFeB permanent rare earth magnets. Through its
joint venture with Daido Steel and the Mitsubishi Corporation,
Molycorp manufactures next-generation, sintered NdFeB permanent
rare earth magnets.  The Company also markets and sells a line of
rare earth-based water treatment products. For more information
please visit http://www.molycorp.com.

                            *   *    *

As reported by the TCR on June 23, 2014, Moody's Investors Service
downgraded the corporate family rating (CFR) of Molycorp, Inc. to
Caa2 from Caa1.  The downgrade reflects continued weakness in rare
earths pricing environment, ongoing negative free cash flows, weak
liquidity and high leverage.

In July, 2014, Standard & Poor's Rating Services lowered its
corporate credit rating on Greenwood Village, Colo.-based Molycorp
Inc. to 'CCC' from 'CCC+.  The downgrade reflects S&P's view of
the company's deteriorating liquidity position.


MOMENTIVE PERFORMANCE: Can't Use Plan to Dodge Taxes, Feds Say
--------------------------------------------------------------
Law360 reported that the U.S. government is afraid that Momentive
Performance Materials Inc. will use its proposed Chapter 11 plan
to dodge tax liability, asking a U.S. Bankruptcy Court to insert
language in the proposal saying the plan cannot be deemed to
determine federal tax treatment.  According to the report, U.S.
Attorney for the Southern District of New York Preet Bharara
objected to MPM's plan and asked the court to reinsert language in
the plan clarifying that it can't be used to determine the
company's tax liability.

                   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.


MORGANS HOTEL: Incurs $13.7 Million Net Loss in Second Quarter
--------------------------------------------------------------
Morgans Hotel Group Co. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss attributable to common stockholders of $13.70 million
on $61.44 million of total revenues for the three months ended
June 30, 2014, as compared with a net loss attributable to common
stockholders of $19.03 million on $60.70 million of total revenues
for the same period last year.

For the six months ended June 30, 2014, the Company reported a net
loss attributable to common stockholders of $42.20 million on
$117.07 million of total revenues as compared with a net loss
attributable to common stockholders of $33.36 million on $113.35
million of total revenues for the same period during the prior
year.

As of June 30, 2014, the Company had $684.79 million in total
assets, $896.03 million in total liabilities, $5.38 million in
redeemable noncontrolling interest and a $216.62 million total
deficit.

Jason T. Kalisman, interim chief executive officer, stated, "We
are pleased with Morgans Hotel Group's continued progress during
the second quarter, and believe that our improved results reflect
the significant effort over the last year to return the Company to
solid footing.  With two high-profile properties scheduled to open
in the third quarter, and our ongoing commitment to operational
excellence, we are confident in Morgans' future prospects as we
enter the second half of 2014."

At June 30, 2014, the Company had approximately $133 million in
cash and cash equivalents.

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

                        http://is.gd/EOriL0

                      About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

Morgans Hotel reported a net loss attributable to common
stockholders of $57.48 million on $236.48 million of total
revenues for the year ended Dec. 31, 2013, as compared with a net
loss attributable to common stockholders of $66.81 million on
$189.91 million of total revenues in 2012.


MSR RESORT: Court Rules on Dispute With Conlon Group Arizona
------------------------------------------------------------
Bankruptcy Judge Sean H. Lane ruled on cross-motions for summary
judgment filed by MSR Resort Golf Course LLC, et al. and The
Conlon Group Arizona, LLC, with respect to their dispute over cure
amounts due to Conlon by virtue of the Debtors' assumption of
rental pool agreements related to the Arizona Biltmore Hotel.

The parties dispute whether any or all of Conlon's present claims
for cure damages -- including the so-called Revenue Claims and 17
Percent Claims -- are barred by prior litigation in federal
district court in Arizona.

In his August 7, 2014 Memorandum of Decision available at
http://is.gd/Gypa82from Leagle.com, the Court agrees with the
Debtors that Conlon's Revenue Claims are barred by the doctrine of
res judicata, but concludes that some -- but not all -- of
Conlon's 17 Percent Claims are precluded by collateral estoppel.

Counsel to The Conlon Group Arizona, LLC:

     Stephen W. Tully, Esq.
     GORDON & REES, LLP
     111 W. Monroe St., Ste. 1600
     Phoenix, AZ 85003

                          About MSR Hotels

MSR Hotels & Resorts, Inc., returned to Chapter 11 by filing a
voluntary bankruptcy petition (Bankr. S.D.N.Y. Case No. 13-11512)
on May 8, 2013 in Manhattan, to thwart a lawsuit by lender Five
Mile Capital Partners, which claims it is owed tens of millions of
dollars related to the sale of several luxury resorts in a prior
bankruptcy.  MSR Hotels also seeks to sell its remaining assets
and wind down.

Paul M. Basta, Esq., at Kirkland & Ellis, LLP, represents the 2013
Debtor.

MSR Hotels owned a portfolio of eight luxury hotels with over
5,500 guest rooms.  On Jan. 28, 2011, CNL-AB LLC acquired the
equity interests in the portfolio through a foreclosure
proceeding.  CNL-AB LLC is a joint venture consisting of
affiliates of Paulson & Co. Inc., a joint venture affiliated with
Winthrop Realty Trust, and affiliates of Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the January 2011 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
Then known as MSR Resort Golf Course LLC, the company and its
affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 11-10372) in Manhattan on Feb. 1, 2011.  The resorts
subject to the 2011 filings were Grand Wailea Resort and Spa,
Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA
West, Doral Golf Resort and Spa, and Claremont Resort and Spa.

In the 2011 petitions, the five resorts had $2.2 billion in assets
and $1.9 billion in debt as of Nov. 30, 2010.  In its 2011
schedules, MSR Resort disclosed $59,399,666 in total assets and
$1,013,213,968 in total liabilities.

In the 2011 bankruptcy, James H.M. Sprayregen, P.C., Esq., Paul M.
Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq.,
at Kirkland & Ellis, LLP, served as the Debtors' bankruptcy
counsel.  Houlihan Lokey Capital, Inc., acted as the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC acted as the
Debtors' claims agent.

The Official Committee of Unsecured Creditors in the 2011 case was
represented by Martin G. Bunin, Esq., and Craig E. Freeman, Esq.,
at Alston & Bird LLP, in New York.

In March 2012, the Debtors won Court approval to sell the Doral
Golf Resort to Trump Endeavor 12 LLC, an affiliate of Donald
Trump's Trump Organization LLC, for $150 million.  An auction was
held in February that year but no other bids were received.

The 2011 Debtors won approval of a bankruptcy-exit plan that was
predicated on the sale of the remaining four resorts by the
Government of Singapore Investment Corp. -- the world's eighth-
largest sovereign wealth fund, according to the Sovereign Wealth
Fund Institute -- for $1.5 billion.  U.S. Bankruptcy Judge Sean
Lane, who oversaw the 2011 cases, overruled Plan objections by the
U.S. Internal Revenue Service and investor Five Mile.  The IRS and
Five Mile alleged that the sale created a tax liability of as much
as $331 million that may not be paid.  That Plan was declared
effective on Feb. 28, 2013.

On April 9, 2013, Five Mile sued Paulson & Co. executives and MSR
Hotels in New York state court, alleging they (i) mishandled the
company's intellectual property and other assets in a bankruptcy
sale, and failed to get the best price for the assets, and (ii)
owe Five Mile $58.7 million on a loan.  According to a Reuters
report, Five Mile seeks $58.7 million representing sums owed,
including interest and costs, plus at least $100 million for
breach of fiduciary duty, gross negligence and corporate waste.

The 2013 Debtor has two critical court dates: a Jan. 30, 2014
auction to locate the best bid for trademarks not sold in the
prior bankruptcy; and a Feb. 6 hearing to approval a Chapter 11
plan.

In the 2013 case, MSR Hotels originally listed assets of $785,000
and liabilities totaling $59.2 million.  Debt at that time
included $59.1 million owing to Midland, a secured creditor in the
five resorts' bankruptcy.  Midland has a lien on the three
resorts' trademarks.  Other than the trademarks, MSR Hotels' other
assets were listed as being $150,000 in unrestricted cash.  The
company has no operations. Revenue in 2012 was $32,500, according
to a court filing.


N-VIRO INTERNATIONAL: Incurs $440,000 Net Loss in First Quarter
---------------------------------------------------------------
N-Viro International Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $440,084 on $523,588 of revenues for the
three months ended March 31, 2014, as compared with a net loss of
$625,880 on $783,204 of revenues for the same period in 2013.

As of March 31, 2014, the Company had $1.47 million in total
assets, $2.37 million in total liabilities and a $896,224 total
stockholders' deficit.

"Between April and July 2014, a total of $242,500 in cash has been
received from the issuance of stock in private placements, and
another $55,000 in debt was converted to equity.  For the
remainder of 2014, we expect to maintain current operating results
and have adequate cash or access to cash to adequately fund
operations from cash generated from equity issuances and exercises
of outstanding warrants and options, and by focusing on existing
and expected new sources of revenue, especially from our new
processing facility in Bradley.  We expect that market
developments favoring cleaner burning renewable energy sources and
ongoing discussions with companies in the fuel and wastewater
industries could provide enhanced liquidity and have a positive
impact on future operations.  We continue to pursue opportunities
with strategic partners for the development and commercialization
of the N-Viro Fuel technology both domestically and
internationally.  In addition, we are focusing on the development
of regional biosolids processing facilities, and are currently in
negotiations with potential partners to permit and develop
independent, regional facilities."

"There can be no assurance these discussions will be successful or
result in new revenue or cash funding sources for the company.
Our failure to achieve improvements in operating results,
including through these potential sources of revenue, or in our
ability to adequately finance or secure additional sources of
funds would likely have a material adverse effect on our
continuing operations," the Company stated in the Report.

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


                        http://is.gd/VXS50w

                     About N-Viro International

Toledo, Ohio-based N-Viro International Corporation owns and
sometimes licenses various N-Viro processes and patented
technologies to treat and recycle wastewater and other bio-organic
wastes, utilizing certain alkaline and mineral by-products
produced by the cement, lime, electrical generation and other
industries.

N-Viro International reported a net loss of $1.64 million on $3.37
million of revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $1.63 million on $3.58 million of revenues
during the prior year.

UHY LLP, in Farmington Hills, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company's recurring losses, negative cash flow from operations
and net working capital deficiency raise substantial doubt about
its ability to continue as a going concern.


NATROL INC: Gets Nod for Cerberus Settlement
--------------------------------------------
Law360 reported that a Delaware bankruptcy judge blessed a
settlement between nutritional supplement maker Natrol Inc. and
private equity lender Cerberus Business Finance LLC, removing the
specter of litigation that threatened to bog down the vitamin
company's reorganization plans.  According to the report, at a
hearing in Wilmington, Delaware, U.S. Bankruptcy Judge Brendan L.
Shannon signed off on the agreement, which lets Natrol tap the
secured lender's cash collateral to fund operations and sees
Cerberus drop its bid to have a trustee take control of the
Chapter 11 case.

                        About Natrol, Inc.

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

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

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

The U.S. Trustee for Region 3 on June 19 appointed five creditors
of Natrol, Inc. to serve on the official committee of unsecured
creditors.  The Committee tapped to retain Otterbourg P.C. as lead
counsel; (ii) Pepper Hamilton LLP as Delaware counsel; and (iii)
CMAG as financial advisors.


NEONODE INC: Incurs $3.9 Million Net Loss in Second Quarter
-----------------------------------------------------------
Neonode Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.87 million on $865,000 of net revenues for the three months
ended June 30, 2014, as compared with a net loss of $3.12 million
on $1.08 million of net revenues for the same period last year.

For the six months ended June 30, 2014, the Company reported a net
loss of $7.88 million on $1.87 million of net revenues as compared
with a net loss of $6.69 million on $1.63 million of net revenues
for the same period during the prior year.

As of June 30, 2014, the Company had $14.98 million in total
assets, $5.74 million in total liabilities and $9.23 million in
total stockholders' equity.

"The ramp of our printer business is progressing and related
revenues should continue to ramp as new printers incorporating our
technology keep getting introduced.  We are engaged with two
additional tier one printer OEMs and we believe we will expand our
market share of the ~100 million unit printer market," said
Neonode CEO Thomas Eriksson.

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

                         http://is.gd/JQQK7Y

                            CFO to Retire

Effective Aug. 15, 2014, David Brunton will retire from his
position as Neonode's chief financial officer, vice president,
finance, treasurer and secretary in accordance with a Separation
Agreement dated Aug. 5, 2014.  Neonode previously disclosed in a
Current Report on Form 8-K filed May 9, 2014, that Mr. Brunton
intended to retire within 12 months.  Mr. Brunton will continue to
act as a consultant to Neonode in accordance with a Consulting
Agreement.

On Aug. 5, 2014, Mr. Brunton and Neonode entered into a Separation
Agreement in connection with his retirement as Neonode's chief
financial officer, vice president, finance, treasurer and
secretary effective Aug. 15, 2014.  Under the terms of the
Separation Agreement, in lieu of any severance amount due to him
under his Executive Severance Agreement and any other accrued
benefits due to him including under his Employment Agreement,
Neonode will pay $180,000 to Mr. Brunton and also will provide Mr.
Brunton with health insurance through his 65th birthday in 2015.
In addition, pursuant to the Separation Agreement, Neonode agreed
to modify Mr. Brunton's outstanding options so that their amended
expiration date is July 1, 2015.

Also on Aug. 5, 2014, Mr. Brunton and Neonode entered into a
Consulting Agreement pursuant to which Mr. Brunton will perform
consulting services to Neonode effective Aug. 15, 2014.  Under the
terms of the Consulting Agreement, Mr. Brunton will work up to 40
hours per month and will receive compensation of $3,333.32 per
month.

                 Lars Lindqvist Quits as Director

On Aug. 5, 2014, Lars Lindqvist resigned as a member of the Board
of Directors of Neonode.

On Aug. 5, 2014, the Board of Directors of Neonode appointed Mr.
Lindqvist as Neonode's chief financial officer, vice president,
finance, treasurer, and secretary effective Aug. 15, 2014.

Mr. Lindqvist, age 57, previously served as a director of Neonode
Inc. since November 2011.  Since January 2013, Mr. Lindqvist has
served as a management consultant to LQ Consulting GmbH.  Mr.
Lindqvist served as interim chief executive officer of 24 Mobile
Advertising Solutions AB from June 2012 to December 2012 and as
interim chief executive officer of ONE Media Holding AB from April
2011 to May 2012.  Mr. Lindqvist served as chief financial officer
for Mankato Investments AG Group from June 2005 to March 2011.
From August 2002 to May 2005, Mr. Lindqvist served as chief
financial officer for Microcell OY, a Finnish ODM of mobile
phones, and from May 1995 to July 2002, he served as chief
financial officer of Ericsson Mobile Phones.

In connection with his appointment as an officer of Neonode, Mr.
Lindqvist and Neonode entered into an Employment Agreement.  Under
his Employment Agreement, Mr. Lindqvist is entitled to receive a
monthly salary, payable in Swedish Krona, of 125,000 SEK
(approximately US$18,000).  In addition, under his Employment
Agreement, Mr. Lindqvist will be paid a fee of 250,000 SEK
(approximately US$37,000) during the initial 30 days of his
transition into the chief financial officer position, and a fee of
200,000 SEK (approximately US$29,000) in connection with his
relocation to Stockholm, Sweden.  Mr. Lindqvist's Employment
Agreement also provides that he is entitled to receive a bonus for
2014 of up to 300,000 SEK (approximately US$43,500) and a bonus in
each subsequent year of up to 50% of his total yearly salary.  Mr.
Lindqvist further is eligible to receive health care, pension, and
other employee benefits in accordance with his Employment
Agreement.

On Aug. 5, 2014, in connection with the appointment of Mr.
Lindqvist to the position of chief financial officer effective
Aug. 15, 2014, Neonode determined that effective Aug. 15, 2014,
the principal executive office of Neonode will be in Stockholm,
Sweden, where both the chief executive officer and chief financial
officer of Neonode will be based.  Specifically, the principal
executive office will be at Neonode's previously-disclosed office
space located at Storgatan 23C, 114 55 Stockholm, Sweden.  Neonode
will continue to have its United States headquarters at its
existing office in Santa Clara, California.

                  Per Lofgren Appointed as Director

On Aug. 5, 2014, Per Lofgren was appointed a member of the Board
of Directors of Neonode.  Mr. Lofgren will serve as a Class III
director to fill the vacancy created by Mr. Lindqvist's
resignation.  Mr. Lofgren also was appointed as Chairman of the
Audit Committee and a member of each of the Compensation Committee
and the Nominating and Governance Committee.  The Board of
Directors of Neonode has determined that Mr. Lofgren is an
"independent director" in accordance with the listing rules of the
NASDAQ Stock Market, and is eligible to serve on each of the
committees to which he has been appointed.  In addition, the Board
of Directors of Neonode has determined that Mr. Lofgren is an
"audit committee financial expert" in accordance with the rules
and regulations of the Securitas and Exchange Commission and the
listing rules of the NASDAQ Stock Market.

Mr. Lofgren, age 50, has been employed for the past 30 years in
various management positions for Ericsson, a multinational
provider of communications technology and services.  Since 2011,
he has served as executive vice president and chief financial
officer of Ericsson North America.  From 2008 until 2011, Mr.
Lofgren served as president of Ericsson Sweden AB.  Prior to 2008,
he served in various Ericsson business units globally as a
division chief financial officer, controller, marketing and other
management positions.

                          About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.

Neonode reported a net loss of $13.08 million in 2013, a net loss
of $9.28 million in 2012 and a net loss of $17.14 million in 2011.


NEW WORLD RESOURCES: Sept. 9 Hearing on Chapter 15 Recognition
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will hold a hearing Sept. 9 at 10 a.m. (NY Time), to consider the
petition filed by Boudewijn Wentink -- the foreign representative
of New World Resources N.V., the financing vehicle for Dutch
company CERCL Mining B.V. -- for recognition as a "foreign main"
proceeding under Chapter 15 of the U.S. Bankruptcy Code of New
World's voluntary restructuring proceedings pending before the
Chancery Division (Companies Court) of the High Court of Justice
of England and Wales.

At the Recognition Hearing, the U.S. Court may order the
scheduling of a case management conference to consider the
efficient administration of the case.

Responses or objections to the Chapter 15 petition may be
submitted by Aug. 29 to:

     -- Mr. Wentink's U.S. counsel:

        Richard A. Graham, Esq.
        Richard S. Kebrdle, Esq.
        WHITE & CASE LLP
        1155 Avenue of the Americas
        New York, NY 10036-2787
        Tel: 212-819-8200
        Fax: 212-354-8113
        E-mail: rkebrdle@whitecase.com

     -- U.K. Counsel to the Debtor:

        Time Lees, Esq.
        WHITE & CASE LLP
        5 Old Broad Street
        London, ECN2N 1DW
        United Kingdom
        Tel: + 44 20 7532 1746
        Fax: + 44 20 7532 1001
        E-mail: tlees@whitecase.com

     -- Counsel to the Existing Trustees:

        Elizabeth McGovern, Esq.
        REED SMITH LLP
        Broadgate Tower
        20 Primrose Street
        London, EC2A 2RS
        United Kingdom
        Tel: +44 (0)20 3116 3151
        Fax: +44 (0)20 3116 3999
        E-mail: emcgovern@reedsmith.com

     -- Counsel to the Security Agent:

        Yannis Erifillidis, Esq.
        NORTON ROSE FULBRIGHT LLP
        3 More London Riverside
        London SE1 2AQ
        United Kingdom
        Tel: + 44 20 7444 2064
        Fax: + 44 20 7283 6500
        E-mail: yannis.erifillidis@nortonrosefulbright.com

     -- Counsel to the Ad Hoc Group:

        Geoff O'Dea, Esq.
        Sean Lacey, Esq.
        FRESHFIELDS BRUCKHAUS DERINGER
        65 Fleet Street
        London EC4Y 1HT
        United Kingdom
        Tel: +44 20 7936 4000
        Fax: +44 20 7832 7001
        E-mail: geoff.odea@freshfields.com
                sean.lacey@freshfields.com

     -- Counsel to CERCL:

        Adam Goldberg, Esq.
        LATHAM & WATKINS LLP
        885 Third Avenue
        New York, NY 10022-4834
        Tel: 212-906-1828
        E-mail: adam.goldberg@lw.com

     -- the Information Agent:

        Sunjeeve Patel
        Thomas Choquet
        LUCID ISSUER SERVICES LIMITED
        Leroy House
        436 Essex Road
        London N1 3QP
        United Kingdom
        Tel: +44 20 7704 0880
        E-mail: invitel@lucid-is.com

     -- Mr. Wentink's U.S. counsel:

        Richard A. Graham, Esq.
        WHITE & CASE LLP
        1155 Avenue of the Americas
        New York, NY 10036-2787
        Tel: 212-819-8200
        Fax: 212-354-8113

     -- Office of the U.S. Trustee in New York

Details of New World's Chapter 15 filing was reported by the
Troubled Company Reporter on Aug. 5, and the case summary was
reported by the TCR on July 31.

The Debtor is seeking to stop creditor actions in the U.S.  The
Debtor has assets in the form of funds held in an account at
Citibank N.A. in New York, New York, and the indentures governing
the notes that will be adjusted pursuant to the Scheme are
governed by New York law.

                     About New World Resources

New World Resources N.V. is owned and controlled by New World
Resources Plc, an English public limited company domiciled in the
Netherlands that is admitted for trading on the London Stock
Exchange, where it maintains a Premium Listing, along with the
Warsaw Stock Exchange and the Prague Stock Exchange.

The ultimate parent and indirect majority owner of NWR is CERCL
Mining B.V., a privately-held Dutch company, which owns a
controlling majority of the shares of NWR Plc.

NWR's primary role in its corporate group has been to issue debt
(primarily in the form of secured and unsecured notes) and to
loan the corresponding proceeds to its wholly-owned operating
subsidiaries.  These operating subsidiaries conduct coal mining
and exploration operations in the Czech Republic and Poland.  The
operating subsidiary conducting mining operations in the Czech
Republic is critical to the local economy in that country.
Collectively, these operating subsidiaries employee over 11,500
workers (and utilize an additional 3,000 contractors), and many
major steel groups -- including some operating in the U.S. -- are
reliant on their coal.

As of July 15, 2014, NWR had outstanding gross external debt of
approximately EUR825 million (exclusive of amounts it owes under
certain intercompany obligations).  Of this debt, EUR500 million
in principal amount plus accrued interest is owed to the
beneficial holders of the 7.875% Senior Secured Notes due May 1,
2018.  NWR also owes EUR275 million in principal amount plus
accrued interest to the beneficial holders of its 7.875% Senior
Unsecured Notes due January 15, 2021.

NWR applied to the Chancery Division (Companies Court) of the
High Court of Justice of England and Wales, on July 28, 2014, for
an order directing it to convene separate meetings for two
classes of creditors only, namely, the existing senior secured
noteholders  on the one hand, and the existing senior unsecured
noteholders.

NWR filed a Chapter 15 bankruptcy petition (Bankr. S.D.N.Y. Case
No. 14-12226) in Manhattan, New York on July 30, 2014, to seek
recognition of the UK proceeding.

Neither the Debtor's parent nor any of its operating subsidiaries
have commenced insolvency proceedings in the UK Court or any
other court within any jurisdiction.

The U.S. case is assigned to Judge Stuart M. Bernstein.


NY SATELLITE INDUSTRIES: 4th Cir. Rejects Owner's Appeal
--------------------------------------------------------
The United States Court of Appeals, Fourth Circuit, dismissed the
related appeals UNITED STATES OF AMERICA, Plaintiff-Appellee, v.
NADER MODANLO, a/k/a Nader Modanlou, a/k/a Nader Modanlu,
Defendant-Appellant; and UNITED STATES OF AMERICA, Plaintiff-
Appellee, v. NADER MODANLO, a/k/a Nader Modanlou, a/k/a Nader
Modanlu, Defendant-Appellant, Nos. 13-4378, 13-4414 (4th Cir.).

In the appeal, the Fourth Circuit was required to decide whether a
criminal defendant can, by less than extraordinary means, divest
the district court of jurisdiction in the middle of his trial and
command that the ongoing proceedings be suspended. Twenty days
after his trial had begun, before the prosecution had finished
presenting its evidence, Nader Modanlo filed a notice of appeal of
the court's written order denying his motion to dismiss one of the
11 charges against him as barred by collateral estoppel. Sixteen
days later, on the eve of jury deliberations, Modanlo filed a
second notice of appeal challenging the court's denial of his
motion to sever that same charge from the remainder of the trial.
Because neither notice was effective to confer appellate
jurisdiction over the merits of the underlying rulings, the Fourth
Circuit dismissed them both.  According to the Fourth Circuit,
Modanlo will have to wait until his final-judgment appeal to press
his contentions concerning the district court's collateral
estoppel ruling, together with any other issues he may
legitimately raise.

A copy of the Fourth Circuit's August 7, 2014 decision is
available at http://is.gd/tK6Js9from Leagle.com.

Modanlo, a naturalized American citizen, was born in Iran and
educated in the United States. By its operative Third Superseding
Indictment of February 20, 2013, the grand jury in the District of
Maryland accused Modanlo of facilitating the 2005 launch and
subsequent maintenance of an Iranian communications satellite by a
state-owned Russian conglomerate, in violation of the Iran Trade
Embargo. According to the Indictment, the Iranians availed
themselves of Modanlo's business contacts with the Russians, as a
result of which about $10 million in cash made its way in 2002
from Iran to Modanlo's closely held business entity, New York
Satellite Industries, LLC.  The cash hoard was funneled through
Prospect Telecom, a Swiss entity established and funded by the
Iranians, with straw ownership.

The first ten counts of the eleven-count Indictment charged
Modanlo with conspiring to illegally avoid the trade embargo, with
three substantive violations thereof, with money laundering in
connection with the initial transfer of funds from Prospect
Telecom to NYSI, and with five instances of engaging in monetary
transactions in excess of $10,000 with criminally derived
property. The latter five charges stemmed from retransfers of the
laundered funds to numbered accounts at two Russian banks and, on
three occasions, to a domestic account in the name of Final
Analysis Communications Services ("FACS"), a subsidiary of Final
Analysis, Inc. ("FAI").

Modanlo, with Michael Ahan, had formed FAI in Maryland in 1992. In
September 2001, FAI's creditors placed it in involuntary Chapter 7
bankruptcy. Ahan later sued Modanlo over the conduct of their
joint business affairs and obtained a judgment of $109 million,
prompting Modanlo to file for personal Chapter 11 reorganization
in July 2005. As is typical in a proceeding under Chapter 11,
Modanlo retained possession of the bankruptcy estate and
administered it himself. Meanwhile, as part of the Chapter 7
liquidation of FAI, NYSI had purchased the controlling stock in
FACS. That stock increased in value after FACS, embroiled in
separate litigation in the district court, was the beneficiary of
a jury verdict in September 2005 amounting to nearly $160 million.

On October 14, 2005, Prospect Telecom brought a replevin action in
Maryland against NYSI, seeking possession of the FACS stock.
Therein, it was alleged that NYSI was in default of its $10
million "loan," in consideration of which the FACS stock had been
pledged as collateral. NYSI chose not to appear to defend the
allegations, and Modanlo thereafter signed its stock certificates
over to Prospect Telecom. The stock transfer came to light a few
weeks later, during a hearing on Ahan's motion in the bankruptcy
proceeding to appoint a trustee for the Chapter 11 estate.1 That
motion was granted, and, upon appointment, the trustee filed a
petition to also place NYSI into Chapter 11 reorganization; the
Modanlo and NYSI bankruptcies were subsequently consolidated and
jointly administered.

As it turned out, the verdict in favor of FACS provided no boon to
either NYSI or Prospect Telecom, as the jury's award was reduced
post-trial by the district court and then eliminated entirely on
appeal, leaving intact an $8 million judgment against FACS on a
pair of counterclaims.  After the FACS stock proved to be
essentially worthless, Modanlo moved to voluntarily dismiss the
joint proceedings. The bankruptcy court granted the motion over
the objections of the Chapter 11 trustee and the United States
Trustee, both of whom complained that Modanlo's tactics had
complicated the search for assets and otherwise hindered the
efficient administration of the reorganization process.

Modanlo testified several times in connection with the bankruptcy
proceedings. On certain of those occasions, Modanlo insisted that
he had negotiated an arms-length loan agreement with Prospect
Telecom and denied intimate knowledge of that company's formation
or operations, denied any awareness of the identity or nationality
of its beneficial owners, and denied that he had received the $10
million in payment for his services. Modanlo's denials under oath
served as the basis of Count Eleven of the Indictment, which
charged him with obstructing, influencing, or impeding the
bankruptcies.

Lawyers at Gibson, Dunn & Crutcher LLP represent Modanlo.

Nader Modanlo sought Chapter 11 protection from his creditors
(Bankr. D. Md. Case No. 05-26549) prior to BAPCAP's enactment on
Oct. 15, 2005.  New York Satellite Industries LLC sought Chapter
11 protection from its creditors (Bankr. Case No. 06-10158) after
BAPCPA's enactment.  After a chapter 11 trustee was appointed in
both cases, Mr. Modanlo moved to dismiss both cases.  Judge Nancy
Alquist has removed the Chapter 11 Trustee but has declined to
dismiss the cases.

The Debtors are represented by Christopher B. Mead, Esq., at
London & Mead in Washington, D.C., and Richard Marc Goldberg,
Esq., in Baltimore, Md.


ONE2ONE COMMUNICATIONS: Quad/Graphics Can't File Avoidance Suits
----------------------------------------------------------------
Bankruptcy Judge Novalyn L. Winfield denied the request of
Quad/Graphics, Inc. (i) to obtain derivative standing in the
Chapter 11 case of One2One Communications, LLC, to pursue
avoidance actions and (ii) to extend the time periods under
Bankruptcy Code Sections 108(a) and 546(a) for filing avoidance
actions.

One2One and certain officers and employees of the Reorganized
Debtor, including Bruce Heverly, Joanne Heverly, Amy Heverly-
DeSanto, Travis Howe, Frank DeCicco, Tom Mason and certain other
employees and officers, object to Quad's motion .

One2One's Chapter 11 bankruptcy was precipitated by the Debtor's
litigation with Quad, which culminated in a judgment in favor of
Quad in the amount of $9,359,630.  This judgment was the largest
claim against the Debtor when it filed for Chapter 11 relief.

Early in the case, the United States Trustee appointed Quad, Ricoh
Production Print Solutions, LLC and Enterprise Group as members of
the Official Unsecured Creditors' Committee.  The Creditors'
Committee retained counsel and a financial consultant and fully
participated in the case, including negotiations with the Debtor
on the terms of a plan of reorganization.  Those negotiations led
to a First Amended Plan of Reorganization, which was supported by
the Creditors'Committee, but not by Quad.  Quad objected to the
First Amended Plan on several grounds, and, after hearing
extensive testimony, the court denied confirmation of the Debtor's
First Amended Plan on December 6, 2012, primarily on the ground
that the Debtor did not demonstrate that it met the "new value"
exception.

Ultimately, the Debtor obtained an investor, Bela Szigethy, who
formed One2One Holdings, LLC to acquire 100% of the ownership
interest in the Debtor in exchange for an investment of $200,000.
Under the Plan Support Agreement between the Debtor and One2One
Holdings, LLC the Debtor's existing management was continued in
place. Mr. Szigethy's investment and the Plan Support Agreement
eventually resulted in a Fourth Amended Plan that was submitted to
creditors.  Notably, in the Fourth Amended Disclosure Statement
sent to creditors, the Debtor explicitly disclosed that "No claims
shall be pursued against any principal, director, officer,
shareholder or employee of the Debtor. This determination was made
by the Debtor and Creditors' Committee based upon the value of the
claims, the cost to pursue the claims, the likelihood of success
in pursuing the claim, and the ability to collect if the claim was
pursued."

After the court approved the Debtor's Fourth Amended Disclosure
Statement and the Debtor submitted the Fourth Amended Plan to its
creditors for voting, impaired classes One through Five voted to
accept the Fourth Amended Plan. Only Quad, separately classified
in classes Six and Seven, rejected the Plan.

Consistent with its rejection of the Debtor's plan, Quad also
raised the decision by the Debtor and the Creditor's Committee to
not pursue avoidance actions as a basis for objection to
confirmation. The hearing to confirm the Debtor's Fourth Amended
Plan required five days of testimony. As part of the February 2013
confirmation hearings, the court considered the testimony
presented by the financial advisors for the Debtor and Quad
regarding potential avoidance action recoveries. On this specific
issue, the court determined that Quad's expert overestimated the
amount that could be realized from avoidance actions and
underestimated the costs to effect such recoveries. Additionally,
the court reviewed the testimony given by the financial advisor to
the Creditors' Committee at the prior confirmation hearing and
found that the decision by the Creditors' Committee to not pursue
avoidance actions was an appropriate exercise of business
judgment.

This exercise of business judgement by the Creditors' Committee
and its counsel also is evidenced by counsel's email response to
Quad's offer to purchase the avoidance action for $5,000.  The
Committee said it does not "necessarily agree to anyone else's
valuation of alleged chapter 5 claims."

The court issued its order confirming the Debtor's Fourth Amended
Plan on March 25, 2013. Quad did not request that the Bankruptcy
Court grant it derivative standing to pursue avoidance actions
until July 10, 2014 -- which is the last day on which an avoidance
action could be instituted under Bankruptcy Code Sec. 546(a),
absent an extension of time granted by the court.

According to the Bankruptcy Court, Quad's motion does not provide
much in the way of factual support for the derivative standing it
seeks to prosecute avoidance actions. It simply recites the
history of its efforts opposing the Debtor's plan, including its
opposition to the release of actions against insiders and other
third parties.

A copy of the Court's August 7, 2014 Opinion is available at
http://is.gd/qYEQqsfrom Leagle.com.

Counsel to Quad/Graphics, Inc.:

     Courtney A. Schael, Esq.
     Ashford - Schael, LLC
     1371 Morris Avenue
     Union, NJ 07083
     Tel: 908-232-5566
     Fax: 908-728-3113
     E-mail: cschael@AshfordNJLaw.com

Counsel to One2One Holdings, LLC are:

     Michael D. Sirota, Esq.
     David M. Bass, Esq.
     Nicholas B. Vislocky, Esq.
     COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, PA
     Court Plaza North
     25 Main Street
     Hackensack, NJ 07601
     Tel: 201-489-3000
     Fax: 201-489-1536
     E-mail: dbass@coleschotz.com
             nvislocky@coleschotz.com

Counsel to the Employees and Officers of One2One Communications,
LLC is:

     Mitchell Malzberg, Esq.
     LAW OFFICE OF MITCHELL MALZBERG, ESQ.
     29 Race Street
     Frenchtown, NJ  08825
     Tel: (908) 996-3716
     Fax: (908) 996-7743
     E-mail: mmalzberg@mmpclawfirm.com

One2One Communications, LLC, filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 12-27311) on July 10, 2012.  The Debtor tapped
Richard D. Trenk, Esq., at Trenk, Dipasquale, Della Fera & Sodono,
P.C., as counsel.  The Debtor disclosed $354,088 in assets and
$13,687,311 in liabilities.


OVERSEAS SHIPHOLDING: Net Loss Widens to $204,111,000 in Q2
-----------------------------------------------------------
Overseas Shipholding Group, Inc., which exited Chapter 11
protection last week, has delivered to the Securities and Exchange
Commission its Form 10-Q report for the quarterly period ended
June 30, 2014.

In the financial report, filed Aug. 4, OSG posted shipping
revenues of $241,777,000 for the three months ended June 30, 2014,
slightly up from the $228,114,000 for the same period in 2013.
Shipping revenues for the six months ended June 30, 2014, were
$534,223,000, also up from $475,552,000 from the same period in
2013.

OSG, however, posted wider net loss of $204,111,000 for the three
months ended June 30, 2014, from $24,147,000 from the same period
in 2013.  Net loss was $193,694,000 for the six months ended June
30, 2014, from $191,909,000 during the same period in 2013.

OSG said total assets were $3,655,434,000 at June 30, 2014,
against total liabilities of $3,911,285,000.

A copy of the Form 10-Q report is available at http://is.gd/1N2DAe

OSG 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


OVERSEAS SHIPHOLDING: Caxton Int'l Acquires 12.61% Equity Stake
---------------------------------------------------------------
Scott B. Bernstein, Caxton Associates LP and their affiliated
entities filed with the U.S. Securities and Exchange Commission
Amendment No. 1 to Schedule 13D, disclosing their ownership of
12.61% of Class A Common Stock, par value $.01 per share, of
Overseas Shipholding Group, Inc.

According to the SEC filings, Caxton International Limited, a
corporation organized under the laws of the British Virgin
Islands, is the record and/or beneficial owner of 10,885,235
shares of Class A Common Stock and 32,601,606 Warrants, which were
purchased from OSG in accordance with the terms of the Equity
Commitment Agreement entered into with OSG during the bankruptcy
proceedings.  The aggregate purchase price for such acquired Class
A Common Stock and Warrants was $128,706,437, and was paid out of
Caxton International's working capital.

OSG exited Chapter 11 protection last week.

OSG entered into the ECA, dated as of May 2, 2014, as amended,
with Caxton International and each of the other so-called
Commitment Parties.  The ECA was terminated on August 5, 2014 in
connection with the consummation of OSG's Chapter 11 Plan.

Pursuant to the ECA, OSG agreed, in connection with the
consummation of the chapter 11 plan, to issue and distribute its
common stock and/or warrants to any person who held shares of
OSG's common stock as of a certain date and who elected to
exercise subscription rights in accordance with procedures
approved by the Bankruptcy Court.

Pursuant to the ECA, each Commitment Party, severally and not
jointly, agreed with OSG to back-stop, or cause its designees to
back-stop, certain securities underlying the subscription rights
that were not exercised in accordance with the Rights Offering
Procedures.  In addition, each Commitment Party agreed to purchase
certain additional securities offered by the Issuer to such
Commitment Party.

As consideration for the foregoing back-stop commitment, OSG paid
a certain premium in the form of securities to each Commitment
Party.

Whether issued upon the valid exercise of the subscription rights
or otherwise in accordance with the ECA, the securities were
offered, sold, issued and distributed without registration under
the Securities Act of 1933, on August 5, 2014.

Pursuant to the ECA, on August 5, 2014, Caxton International
purchased and received an aggregate amount of 10,885,235 shares of
Class A Common Stock and 32,601,606 Warrants for an aggregate
purchase price of $128,706,437.

Copies of Caxton's 13D filings are available at:

     http://is.gd/DYY5X6
     http://is.gd/V6Jpkb

                   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

OSG notified the Delaware Bankruptcy Court 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.


PANAMA CITY: Goes After Attys for Bungled Foreclosure Defense
-------------------------------------------------------------
Law360 reported that a Florida property management company sued
its former counsel claiming the firm botched a foreclosure
proceeding that ended in a $5.8 million judgment and drove the
company into Chapter 11 protection.  According to the report,
Panama City Properties LLC sued Archer Bay PA and BKN Murray LLP,
claiming the firms failed to file affidavits regarding an earlier
settlement to combat a summary judgment motion in a suit to
foreclose on its properties in the Island Reserve Condominium
Complex in Panama City, Fla.

The case is Panama City Properties LLC v. Archer Bay PA et al.,
case number 9:14-cv-80984, in the U.S. District Court for the
Southern District of Florida.


PARK INSURANCE: A.M. Best Withdraws 'ccc' Issuer Credit Rating
--------------------------------------------------------------
A.M. Best Co. affirmed the financial strength rating of C(Weak)
and the issuer credit rating of "ccc" of Park Insurance Company
(New York, NY).  The outlook for both ratings is negative.
Concurrently, A.M. Best has withdrawn the ratings due to
management's request to no longer participate in A.M. Best's
interactive rating process.


PLATFORM SPECIALTY: Agriphar Deal No Impact on Moody's B1 Rating
----------------------------------------------------------------
Moody's said Platform Specialty Products Corporation's (Platform,
B1, stable) announced agreement to acquire Belgium-based Agriphar
agrochemical business for EUR300 million (approximately US$405
million) in cash, debt, and stock will not negatively impact the
rating.

Headquartered in Miami, Florida, Platform Specialty Products Corp
(Platform) is a publicly-traded company founded by investors
Martin Franklin and Nicolas Berggruen in 2013. Platform's first
acquisition in 2013 was MacDermid Holdings, LLC, a global
manufacturer of variety of chemicals and technical services for a
range of applications and markets including; metal and plastic
finishing, electronics, graphic arts, and offshore drilling.
Platform is in the process of acquiring Chemtura Corporation's
AgroSolutions business in a levered transaction valued at roughly
$1 billion. The AgroSolutions business is a provider of
agrochemical and seed treatment products for a variety of crop
applications, and will add a new business vertical to Platform's
existing business. Pro forma for the acquisitions, Platform's
sales are roughly $1.4 billion for the twelve months ended March
31, 2014 (LTM revenues of $748 million from Platform's existing
business and $462 million from AgroSolutions as of March 31, 2014
as well as $171 million YE 2013 revenues from Agriphar).

Agriphar is a European crop protection group with leading product
development, registration and distribution capabilities. The group
provides a wide range of herbicides, fungicides and insecticides
across Europe supported by a team of researchers and regulatory
experts. Agriphar also has an in-house formulation and packaging
capabilities through its facility in Ougree, Belgium. With its
owned-distribution subsidiaries, Agriphar has an established
presence in Western Europe and has developed a footprint in
Central and Latin America. Agriphar generated approximately EUR127
million (US$171 million) in revenue in 2013.


PLANT INSULATION: Reorg Plan Flouts 9th Circ., Insurers Say
-----------------------------------------------------------
Law360 reported that insurer creditors for Plant Insulation Co.
urged a California federal judge to reverse a bankruptcy court's
approval of Plant's latest reorganization plan, arguing that the
plan flouts a Ninth Circuit order by forcing Plant's trust to
purchase a majority of Plant's shares at four times their value.
According to the report, attorneys for OneBeacon Insurance Co.,
one of a group of Plant Insulation's insurers that haven't settled
with the bankrupt insulation company, argued that a proposed
aspect of the reorganization plan -- in which the bankruptcy trust
could purchase a 40 percent stake for $2 million, and another 11
percent for $1 -- doesn't comply with federal bankruptcy law.

The case is OneBeacon Insurance Company v. Plant Insulation
Company, Case No. 3:14-cv-01200 (N.D.Calif.).

San Francisco, California-based Plant Insulation Company
manufactured insulation products and services.  The Company filed
for Chapter 11 protection (Bankr. N.D. Calif. Case No. 09-31347)
on May 20, 2009.  Michaeline H. Correa, Esq., Peter J. Benvenutti,
Esq., and Tobias S. Keller, Esq., at Jones Day, represent the
Debtor in its restructuring effort.  The Debtor estimated assets
and debts ranging from $500 million to $1 billion.


PLY GEM: Posts $11.4 Million Net Income in Second Quarter
---------------------------------------------------------
Ply Gem Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $11.38 million on $409.21 million of net sales for
the three months ended June 28, 2014, as compared with a net loss
of $50.87 million on $368.14 million of net sales for the three
months ended June 29, 2013.

For the six months ended June 28, 2014, Ply Gem reported a net
loss of $40.19 million on $678.67 million of net sales as compared
with a net loss of $78.98 million on $625.23 million of net sales
for the six months ended June 29, 2013.

The Company's balance sheet at June 28, 2014, showed $1.09 billion
in total assets, $1.18 billion in total liabilities and a $91.43
million total stockholders' deficit.

Commenting on the Company's results, Gary E. Robinette, Ply Gem's
president and CEO stated, "During the second quarter, we were able
to recover from the unusually severe winter weather conditions
during the first quarter and experienced net sales growth of 11%
and a gross profit increase of 18% from the prior year.  This
operating performance improvement was primarily attributed to our
US Windows businesses partially offset by near-term integration
and restructuring costs associated with combining our Western
Canadian businesses.  Despite the choppiness in U.S. single-family
housing starts, we continue to demonstrate improvement in our
operating performance and remain focused on our strategic
priorities to drive further gross profit improvements and
increases in adjusted EBITDA.  We continue to remain positive
about the long-term recovery for the housing industry and our
ability to take advantage of the market as it improves."

"As demonstrated in the second quarter, as our volumes increase
during the recovery, we expect to generate meaningful operating
leverage within all of our businesses.  Despite the pace of
recovery in the U.S. single-family housing starts being much
slower than prior market forecasts, we continue to believe the
long-term outlook for the U.S. housing market is positive.  I
continue to be pleased with the improvement that we are seeing in
the operating performance of our U.S. window and door business.
Although we have experienced some near-term challenges with
integration and restructuring costs associated with the
consolidation of our Western Canadian operations into a single
manufacturing site, I remain confident in our ability to achieve
the cost savings and synergies from our 2013 Canadian
acquisitions," stated Mr. Robinette.  "Ply Gem has an attractive
position in the market place and we will continue to strengthen
our position as underlying macro trends improve."

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

                        http://is.gd/J0xOXH

                            About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

Ply Gem Holdings reported a net loss of $79.52 million in 2013, a
net loss of $39.05 million in 2012 and a net loss of $84.50
million in 2011.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.


PORTER BANCORP: Incurs $672,000 Net Loss in Second Quarter
----------------------------------------------------------
Porter Bancorp, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common shareholders of $672,000 on $10.16 million
of interest income for the three months ended June 30, 2014, as
compared with a net loss attributable to common shareholders of
$1.68 million on $11.16 million of interest income for the same
period in 2013.

For the six months ended June 30, 2014, the Company reported
a net loss attributable to common shareholders of $1.64 million on
$20.06 million of interest income as compared with a net loss
attributable to common shareholders of $2.21 million on $22.42
million of interest income for the six months ended June 30, 2013.

As of June 30, 2014, the Company had $1.05 billion in total
assets, $1.01 billion in total liabilities and $37.77 million in
total stockholders' equity.

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

                         http://is.gd/i1MaV3

                        About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.

Porter Bancorp incurred a net loss attributable to common
shareholders of $3.39 million in 2013, a net loss attributable to
common shareholders of $33.43 million in 2012 and a net loss
attributable to common shareholders of $105.15 million in 2011.

Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred substantial losses in 2013, 2012 and
2011, largely as a result of asset impairments.  In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios.  Additional losses or the continued inability to
comply with the regulatory enforcement order may result in
additional adverse regulatory action.  These events raise
substantial doubt about the Company's ability to continue as a
going concern.


PRESTIGE BRANDS: Moody's Lowers Corporate Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
("CFR") of Prestige Brands, Inc. to B2 from B1. Accordingly, its
Probability of Default Rating was downgraded to B2-PD, the senior
secured debt rating to B1 from Ba2 and senior unsecured debt
rating to Caa1 from B2. This concludes the review for downgrade
initiated on April 28, 2014 following the company's announced $750
million debt-funded acquisition of Insight Pharmaceuticals, LLC
("Insight"). Moody's also assigned a B1 rating to Prestige Brands'
proposed $720 million add-on senior secured term loan. The rating
outlook is stable.

The rating downgrade reflects substantially increased leverage
(6.5 times resulting from the Insight acquisition), as well as the
challenges Prestige will face in reversing declining sales among
the brands it is acquiring. Debt-to-EBITDA will increase from 4.6
times to 6.5 times on a pro forma basis for the 12 month period
ending March 31, 2014. Moody's expects, however, that Prestige's
strong free cash flow will support delevering to 5.5 to 6 times by
the end of 2015 absent additional acquisitions as the company
continues to use its free cash flow to pay down debt. Moody's also
affirmed Prestige Brands' SGL-1 speculative-grade liquidity
rating.

Moody's expects to withdraw ratings on Insight Pharmaceuticals
upon closing of the transaction, assuming all of its debt is
repaid.

Ratings Downgraded:

Prestige Brands, Inc.:

  Corporate Family Rating to B2 from B1;

  Probability of Default Rating to B2-PD from B1-PD;

  Senior Secured Bank Credit Facility to B1, (LGD3) from
  Ba2(LGD2);

  Senior Unsecured Bonds to Caa1(LGD5) from B2(LGD5);

Ratings Assigned:

Senior Secured Bank Credit Facility ($720 million add-on),
assigned B1(LGD3)

Ratings Affirmed:

  Speculative-grade liquidity rating affirmed at SGL-1

Outlook Actions:

  Outlook Changed to Stable from Ratings Under Review


PRESTIGE BRANDS: S&P Affirms B+ CCR; Removed From Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Prestige Brands Inc. (PBH) and removed the
company from CreditWatch with negative implications, where S&P had
placed them on April 25, 2014.  The outlook is negative.

At the same time, S&P affirmed its 'BB' rating on the company's
existing senior secured debt.  The recovery rating on the senior
secured debt is '1', indicating that lenders could expect very
high (90% to 100%) recovery in the event of a payment default.

In addition, S&P lowered its senior unsecured debt rating to 'B-'
from 'B+'.  The recovery rating on this debt is '6', indicating
that lenders could expect negligible (0% to 10%) recovery in the
event of a payment default.

S&P estimates that debt pro forma for the transaction will total
approximately $1.7 billion.

Despite higher debt levels and weaker credit measures, the
corporate credit rating affirmation reflects S&P's view that the
company will successfully integrate the Insight Pharmaceuticals
acquisition and apply free cash flow for debt reduction to improve
its credit protection measures over the next two to three years.
This includes S&P's forecast for leverage to decline to the mid-5x
area by the end of fiscal 2015 (ending March 31) from just above
6x pro forma at the close of the transaction.  S&P could still
lower the rating if the integration does not proceed as planned or
if credit measures do not strengthen over the next year, which
could occur if sales are weaker than expected despite increased
brand spending, which S&P believes could result in reduced cash
flow generation and leverage remaining around 6.0x.  S&P considers
PBH's financial policy to be aggressive based on its active
acquisition-based growth strategy and on its use of debt as its
primary source to fund such transactions.  S&P's current rating
incorporates the expectation that acquisition activity will be
limited until credit measures strengthen.  Over time, S&P still
expects the company to remain opportunistic with regards to
acquisitions, but that it will hold off on additional acquisitions
until it reduces leverage to the mid-4.0x area.


PRINCE PREFERRED HOTELS: 3rd Amended Plan Confirmed
---------------------------------------------------
Bankruptcy Judge Stephen V. Callaway confirmed the Third Amended
Plan of Reorganization of Prince Preferred Hotels Shreveport 2,
LLC.

The original Plan documents were filed June 19.  A first revision
was filed July 16.  The second and third revisions were filed Aug.
5 and 6, respectively.

The Court approved the explanatory disclosure statement July 16.
A hearing to confirm the Plan was held Aug. 6.

The Plan satisfies the requirements for confirmation set forth in
Bankruptcy Code Section 1129, Judge Callaway said in his Aug. 6
FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER UNDER 11 U.S.C.
Sec. 1129 CONFIRMING DEBTOR'S THIRD AMENDED PLAN OF
REORGANIZATION, available at http://is.gd/ovfVlUfrom Leagle.com.

Counsel for the Debtor are:

     Rakhee V. Patel, Esq.
     Frances A. Smith, Esq.
     Christina W. Stephenson, Esq.
     SHACKELFORD, MELTON & MCKINLEY, LLP
     Dallas, TX
     E-mail: rpatel@shacklaw.net
             fsmith@shacklaw.net
             cstephenson@shacklaw.net

          - and -

     Robert W. Raley & Associates,
     Robert W. Raley, Esq.
     290 Benton Road Spur
     Bossier City, LA
     E-mail: rraley52@bellsouth.net

Prince Preferred Hotels Shreveport 2 LLC, based in Shreveport,
Louisiana, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
No. 13-36337) on December 4, 2013, in Dallas.  Judge Barbara J.
Houser was first assigned to the case.  In its petiton, the Debtor
estimated $1 million to $10 million in both assets and
liabilities.  The petition was signed by Sunil A. Tolani, managing
member.


PROXYMED INC: Suit Alleging Shareholder Caused Bankruptcy Is Cut
----------------------------------------------------------------
Law360 reported that a Delaware federal judge tossed one claim and
left the other two intact in a suit alleging that the actions of
private equity firm General Atlantic LLC and its managing director
led to the bankruptcy of ProxyMed Inc., which provided information
technology services to doctors, pharmacies and labs.  According to
the report, NHB Assignments LLC, acting as the liquidating trustee
on behalf of bankrupt ProxyMed, had alleged that General Atlantic
and one of its managing directors, Braden Kelly, each breached
their fiduciary duties to ProxyMed and that General Atlantic aided
and abetted Kelly's fiduciary duty breach. According to the
lawsuit, their actions resulted in ProxyMed losing $100 million of
"enterprise value," which ultimately led to the bankruptcy.

The case is NHB Assignments LLC v. General Atlantic LLC, et al.,
Case No. 1:12-cv-01020 (D.Del.).

Headquartered in Norcross, Georgia, ProxyMed Inc. f/k/a MedUnite,
Inc. -- http://www.medavanthealth.com-- facilitates the exchange
of medical claim and clinical information.  On Sept. 17, 2008, the
company filed Articles of Amendment to its Articles of
Incorporation to change its name from ProxyMed, Inc. to PM
Liquidating Corp.

The company and two of its affiliates filed for Chapter 11
protection on July 23, 2008 (Bankr. D. Del. Lead Case No.08-
11551).  Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq., at
Young Conaway Stargatt & Taylor, L.L.P., represent the Debtors in
their restructuring efforts.

The Debtors indicated $40,655,000 in total consolidated assets and
$47,640,000 in total consolidated debts as of December 31, 2007.
In its petition, ProxyMed Transaction Services, Inc. indicated
$10,000,0000 in estimated assets and $10,000,000 in estimated
debts.

At Aug. 31, 2008, the company reported total assets of
$13,500,145, total liabilities of $28,014,859, and stockholders'
deficit of $14,514,714.


PUERTO RICO: Municipal Bankruptcy Proposed in U.S. House Bill
-------------------------------------------------------------
William Selway and Derek Wallbank, writing for Bloomberg News,
reported that Puerto Rico's government-owned corporations could
file for bankruptcy protection under a bill proposed in the U.S.
House of Representatives by the delegate from the Caribbean
territory, which is struggling to pay $73 billion in debt.

According to the report, Pedro Pierluisi, a Democrat who can
propose legislation but can't vote on it, has introduced the
measure that would let agencies restructure debt in court.  The
bill would "enable the Puerto Rico government to authorize its
government-owned corporations to utilize the tried-and-true
Chapter 9 procedure if it becomes necessary, under the expert
supervision of an impartial federal bankruptcy judge," Bloomberg
said, citing Pierluisi as saying in a statement.


QUALITY DISTRIBUTION: Swings to $11.4 Million Net Income in Q2
--------------------------------------------------------------
Quality Distribution, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $11.36 million on $255.59 million of total operating
revenues for the three months ended June 30, 2014, as compared
with a net loss of $31.14 million on $239.29 million of total
operating revenues for the same period in 2013.

For the six months ended June 30, 2014, the Company reported net
income of $14.44 million on $490.08 million of total operating
revenues as compared with a net loss of $22 million on $468.71
million of total operating revenues for the same period last year.

As of June 30, 2014, the Company had $445.64 million in total
assets, $481.19 million in total liabilities and a $35.55 million
total shareholders' deficit.

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

                        http://is.gd/6HECkZ

                     About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30 percent of the common
stock of Quality Distribution, Inc.

Quality Distribution reported a net loss of $42.03 million on
$929.81 million of total operating revenues for the year ended
Dec. 31, 2013, as compared with net income of $50.07 million on
$842.11 million of total operating revenues in 2012.

                        Bankruptcy Warning

The Company had consolidated indebtedness and capital lease
obligations, including current maturities, of $383.3 million as of
Dec. 31, 2013.  The Company must make regular payments under the
ABL Facility, including the $17.5 million senior secured term loan
facility that was fully funded on July 15, 2013, and the Company's
capital leases and semi-annual interest payments under its 2018
Notes.

"The ABL Facility matures August 2016.  Obligations under the Term
Loan mature on June 14, 2016 or the earlier date on which the ABL
Facility terminates.  The maturity date of the ABL Facility,
including the Term Loan, may be accelerated if we default on our
obligations.  If the maturity of the ABL Facility and/or such
other debt is accelerated, we may not have sufficient cash on hand
to repay the ABL Facility and/or such other debt or be able to
refinance the ABL Facility and/or such other debt on acceptable
terms, or at all.  The failure to repay or refinance the ABL
Facility and/or such other debt at maturity would have a material
adverse effect on our business and financial condition, would
cause substantial liquidity problems and may result in the
bankruptcy of us and/or our subsidiaries.  Any actual or potential
bankruptcy or liquidity crisis may materially harm our
relationships with our customers, suppliers and independent
affiliates," the Company said in the Annual Report for the year
ended Dec. 31, 2013.

                           *    *     *

As reported in the TCR on June 28, 2013, Moody's Investors Service
upgraded Quality Distribution, LLC's Corporate Family Rating to B2
from B3 and Probability of Default Rating to B2-PD from B3-PD.

The upgrade of Quality's CFR to B2 was largely driven by the
expectation that credit metrics will improve over the next twelve
to eighteen months, through a combination of EBITDA growth and
debt paydowns, to levels consistent with the B2 rating level.  The
company is in the process of integrating the bolt-on acquisitions
made in its Energy Logistics business sector since 2011.


QUANTUM CORP: Swings to $4.3 Million Net Loss in June 30 Quarter
----------------------------------------------------------------
Quantum Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $4.32 million on $128.12 million of total revenue for the three
months ended June 30, 2014, as compared with net income of $3.28
million on $147.84 million of total revenue for the same period in
2013.

As of June 30, 2014, the Company had $351.21 million in total
assets, $439.81 million in total liabilities and a $88.59 million
total stockholders' deficit.

Cash and cash equivalents at June 30, 2014, was $104.4 million.

"We continue to focus on improving our operating performance,
including efforts to increase revenue and to continue to control
costs in order to improve margins, return to consistent
profitability and generate positive cash flows from operating
activities.  We believe that our existing cash and capital
resources will be sufficient to meet all currently planned
expenditures, debt service, contractual obligations and sustain
operations for at least the next 12 months," the Company stated in
the Report.

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

                        http://is.gd/jfA3V8

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

Quantum Corporation incurred a net loss of $21.47 million on
$553.16 million of total revenue for the year ended March 31,
2014, as compared with a net loss of $52.17 million on $587.43
million of total revenue for the year ended March 31, 2013.


QUANTUM FUEL: Net Loss Down to $2.2 Million in Second Quarter
-------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., filed with the
U.S. Securities and Exchange Commission its quarterly report on
Form 10-Q disclosing a net loss attributable to stockholders of
$2.23 million on $6.53 million of revenue for the three months
ended June 30, 2014, as compared with a net loss attributable to
stockholders of $4.56 million on $6.07 million of revenue for the
same period in 2013.

The Company also reported a net loss attributable to stockholders
of $5.43 million on $14.48 million of revenue for the six months
ended June 30, 2014, as compared with a net loss attributable to
stockholders of $11.46 million on $10.48 million of revenue for
the same period last year.

As of June 30, 2014, the Company had $72.42 million in total
assets, $39.35 million in total liabilities and $33.07 million in
total stockholders' equity.

"Our principal sources of liquidity as of June 30, 2014 consisted
of consolidated cash and cash equivalents of $10.2 million and
$5.0 million of availability under our line of credit.  Based on
current assumptions and estimates, we believe we have sufficient
available capital to cover our existing operations and obligations
through at least June 30, 2015, and sufficient capital to fund the
anticipated expansion of our manufacturing infrastructure.  Our
long-term future cash requirements will depend on numerous
factors, including our revenue base, profit margins, product
development activities, market acceptance of our products, future
expansion plans and ability to control costs," the Company stated
in the Report.

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

                       http://is.gd/11nPj1

                        About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel reported a net loss attributable to stockholders of
$23.04 million in 2013, a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.


QVC INC: Fitch Retains 'BB' Issuer Default Rating
-------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to QVC Inc.'s proposed
10.5- and 20-year note offerings. Proceeds are expected to be used
to redeem the remaining $769 million principal amount of 7.5%
senior secured notes due October 2019, which become callable in
October 2014 at 103.75. Any excess proceeds are expected to be
used for general corporate purposes, including working capital.
Fitch views the transaction as neutral to the credit profile as it
is expected to be materially leverage neutral.

The QVC notes' security package (including the proposed note
offerings) mirrors the credit facility's security package. Both
sets of instruments are pari passu with each other and benefit
from a security interest in the capital stock of QVC and are
guaranteed by QVC's material domestic subsidiaries.

Under the credit agreement, priority debt (debt senior to the
credit agreements and the notes) is limited to 50% of QVC EBITDA
(an approximately $900 million limit). All other additional debt
(either pari passu or subordinated to QVC's existing debt) is
primarily limited by the 3.5x financial leverage covenant.

Under the secured indentures (including the proposed note
offering), additional indebtedness is limited by a 2x interest
coverage incurrence test, with standard carve-outs. In addition,
debt secured by QVC/QVC subsidiary assets is limited to $4.5
billion/$5 billion (currently there is no debt issued under this
basket). Fitch notes that under the indenture documents, if QVC
were to pledge the equity of its subsidiaries to secure debt in
the future, the notes (and the credit facility under the bank
agreement) would receive the security as well. Fitch does not
expect this to happen.

In addition to the debt limitations discussed above, the
provisions of these notes include a 101% change of control offer
that is triggered if 1) more than 30% of the voting power is
acquired by a person other than a Permitted Holder (as defined),
2) such voting power exceeds the voting power of the Permitted
Holders, and 3) QVC's secured notes are rated non-investment
grade. As with the QVC secured indentures, in the event that the
notes are rated investment grade (as defined), the limitations on
debt, restricted payments and other provisions would fall away and
would not be reinstated, regardless of any rating changes.

Key Rating Drivers

The ratings incorporate Liberty Interactive Corporation's July
2014 agreement to sell Provide Commerce Inc., excluding
RedEnvelope, to FTD Companies, Inc., and decision to delay
separation of the Liberty Interactive tracking stock (LINTA) into
Liberty Digital Commerce (LDCA/B), which would have included the
e-commerce companies attributed to it, and QVC (QVCA/B), which
would hold QVC and the 38% HSN, Inc. stake. The ratings also
reflect the October 2013 announcement that Liberty intends to
spin-off its 22% equity/57% voting interest in TripAdvisor Inc.
(TRIP) and its BuySeasons Inc. business, which is expected to be
completed by August/September 2014. Fitch does not expect a delay
in the TRIP spin-off.

Fitch's ratings materially rely on QVC, with Liberty's other
investments, such as TRIP, viewed as incremental support to the
ratings.

Fitch's ratings for Liberty and QVC reflect the consolidated legal
entity/obligor credit profile, rather than the tracking stock
structure. Based on Fitch's interpretation of the Liberty bond
indentures, the company could not spin out QVC without consent of
the bondholders, based on the current asset mix at Liberty. QVC
generates 84% and 98% of Liberty's revenues and EBITDA,
respectively. In addition, Fitch believes QVC makes up a
meaningful portion of Liberty's equity value. Any spin-off of QVC
would likely trigger the 'substantially all' asset disposition
restriction within the Liberty indentures.

The consolidated legal/obligor credit view (discussed above) may
change over time if the Liberty Ventures (LVNT) assets become a
more meaningful portion of the consolidated Liberty asset
mix/equity value. At that point, Fitch may adopt a more hybrid
rating analysis, taking into consideration the attribution of
assets and liabilities within each tracking stock. Fitch does not
expect this to occur in the near or intermediate term.

The ratings reflect Fitch's expectation that the company will
continue to manage QVC unadjusted gross leverage at 2.5x.

As of June 30, 2014, Fitch calculates QVC's unadjusted gross
leverage at 2.1x and Liberty's unadjusted gross leverage at 4.2x
(excludes Trip Advisor's debt and EBITDA). While Fitch expects
EBITDA growth would lead to reduced leverage, Fitch expects
Liberty to manage leverage closer to its target levels over the
long term. Currently, there is financial flexibility for debt-
funded acquisition and/or share repurchases.

Fitch rates both QVC's senior secured bank credit facility and the
senior secured notes 'BBB-' (two notches higher than QVC's IDR).
The secured issue rating reflects what Fitch believes would be
QVC's standalone rating.

The ratings incorporate the risk of continued acquisitions at
Liberty Interactive. Fitch recognizes that there is risk of an
acquisition of HSN, Inc. However, the ratings may remain unchanged
depending on how the transaction is structured and on the
company's commitment to returning QVC's leverage to 2.5x.

Fitch recognizes QVC's ability to manage product mix and adapt to
its customers' shopping preferences. QVC has managed to grow
revenues over the last three years (up 1.7% YoY in the LTM period
ended June 2014), and maintain Fitch-calculated EBITDA margins in
the 20% to 22% range over that same timeframe. Fitch believes that
QVC will be able to continue to grow revenues at least at GDP
levels going forward, and models low- to mid-single-digit revenue
growth at both QVC and at Liberty consolidated. QVC EBITDA margin
fluctuation is driven in part by the product mix and will likely
fluctuate over time as the product mixes change. However, Fitch
believes, over the next few years, QVC's EBITDA margins will
remain in this historical 20% to 22% range.

Liquidity and Maturities

Fitch believes liquidity at Liberty Interactive will be sufficient
to support operations and QVC's expansion into other markets.
Acquisitions and share buybacks are expected to be a primary use
of free cash flow (FCF).

In Fitch's view, there is sufficient liquidity and cash generation
(from investment dividends and tax sharing between the tracking
stocks) to support debt service and disciplined investment at
LVNT. Fitch recognizes that in the event of a liquidity strain at
LVNT, QVC could provide funding to support debt service (via
intercompany loans), or the tracking stock structure could be
collapsed.

Fitch notes that cash can travel throughout all entities
relatively easily (although the tracking stock structure adds a
layer of complexity, Liberty LLC has in the past reattributed
assets and liabilities). Fitch believes that resources at QVC
would be used to support Liberty LLC, and vice versa, if ever
needed.

Liberty continues to carry meaningful liquidity: $1.2 billion in
cash (ex-TRIP), $1.9 billion of availability on QVC's $2 billion
revolver (expires March 2018), and $4.2 billion in other public
holdings (ex-TRIP) as of June 30, 2014. Fitch calculates FCF of
$951 million (ex-TRIP) in the LTM period ended June 30, 2014.
Based on Fitch's conservative projections, Fitch expects Liberty's
FCF to be in the range of $750 million to $1 billion.

Liberty's near-term maturities include $400 million of 1% HSN
exchangeable debentures that may be put to or redeemed by the
company in 2016. QVC's next maturity, other than its credit
facility in 2018, is $400 million aggregate principal of 3.125%
senior secured notes due in 2019. Further, the 7.375% senior
secured notes due 2020 become callable in April 2015 at 103.688%.
Fitch believes Liberty has sufficient liquidity to handle these
maturities and potential redemption. Other than the 2019 and 2020
notes, the remaining QVC notes' (including the new notes) call
provisions are limited to make-whole provisions ranging from 25
bps-50 bps.

Rating Sensitivities

Positive Rating Actions: Fitch believes that the current financial
policy is consistent with the current ratings. If the company were
to manage to more conservative leverage targets, ratings may be
upgraded.

Negative Rating Actions: Conversely, changes to financial policy
(including more aggressive leverage targets) and asset mix changes
that weakened bondholder protection could pressure the ratings.
While unexpected, revenue declines in excess of 10% that
materially drove declines in EBITDA and FCF and resulted in QVC
leverage exceeding 2.5x would likely pressure ratings.

Fitch currently rates Liberty and QVC as follows:

Liberty
-- IDR 'BB';
-- Senior unsecured debt 'BB'.

QVC
-- IDR 'BB';
-- Senior secured debt 'BBB-'.

The Rating Outlook is Stable.


QVC INC: Moody's Affirms Ba3 CFR & Rates Sr. Secured Notes Ba2
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to QVC, Inc.'s
proposed senior secured notes maturing in 2025 and 2034. QVC
intends to utilize the net proceeds from the offering for the
redemption of its 7.5% senior secured notes due 2019 and for
working capital and other general corporate purposes. There is no
change to the Ba3 Corporate Family Rating of Liberty Interactive,
QVC's parent company.

Assignments:

QVC, Inc.

  New senior secured notes due 2025 at Ba2, LGD 3

  New senior secured notes due 2034 at Ba2, LGD 3

LGD Revisions:

QVC, Inc.

  Senior secured notes to LGD 3 from LGD 2

Liberty Interactive LLC

  Senior Unsecured LGD5 from LGD5

Ratings Rationale

Liberty Interactive's Ba3 CFR reflects the good operating margins
and cash flow generated from its portfolio of operating assets led
by QVC, its moderate leverage with debt to EBITDA in the low four
times range, and risk that its assets will be utilized in a manner
that benefits shareholders more than bondholders. The rating also
recognizes QVC's sizable position in the television shopping
industry, its international expansion and strong capabilities in
online shopping. The ratings also take into account the company's
solid overall liquidity profile with its high cash balances and
long term debt maturity profile.

The stable rating outlook reflects Moody's expectation that LINTA
will consider opportunistic transactions including share
repurchases. Moody's also expect Liberty to retain a solid
liquidity position and that the QVC business will continue to show
stable performance, notwithstanding economic pressures in Europe
where the company has a meaningful exposure. The stable rating
outlook also reflects Moody's expectations that QVC will maintain
debt/EBITDA within its target range of 2.0-2.5 times.

The ratings could be downgraded if liquidity weakens, the asset
composition or risk profile meaningfully changes, QVC's operating
performance deteriorates meaningfully, or debt-to-EBITDA is
sustained above 5.25x.In view of the company's history of
aggressive financial policies, there is limited upward rating
momentum in the near term. Over time maintaining balanced
financial policies and continued meaningful debt reductions could
lead to an upgrade.

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

Liberty Interactive Corporation (LINTA), headquartered in
Englewood, Colorado, is a holding company that owns and operates
QVC, a portfolio of e-commerce companies. It also holds
significant equity positions in Expedia (Ba1/stable), HSN and
other smaller issuers. QVC was founded in 1986 and has operations
in the U.S., United Kingdom, Germany, Japan and Italy.


QVC INC: S&P Affirms 'BB' Corporate Credit Rating
-------------------------------------------------
Standard & Poor's Ratings Services assigned QVC Inc.'s proposed
$750 million senior secured notes a 'BBB-' (two notches above
S&P's corporate rating on the company) issue-level rating, with a
recovery rating of '1', indicating its expectation for very high
(90%-100%) recovery in the event of a payment default.  The
company will issue the proposed notes in two maturities, 2025 and
2034.  The allocation of $750 million principal amount between the
two maturities has not been determined.  QVC will use net proceeds
from the offering to redeem its 7.5% senior secured notes due
October 2019 and for other general corporate purposes.

QVC Inc. is a wholly owned subsidiary of Liberty Interactive Corp.
and accounts for the vast majority of Liberty Interactive's
revenues and EBITDA.  S&P analyzes the entities on a consolidated
basis. Consolidated adjusted debt leverage was 2.7x (net of S&P's
estimate of excess cash) as of June 30, 2014.

For 2014, S&P is expecting mid-single-digit percentage revenue and
EBITDA growth at the Liberty Interactive level.  S&P assumes
moderate growth across most of QVC's markets, with some continuing
softness in Japan.  S&P expects that debt leverage will remain
near the current level.

RATINGS LIST

QVC Inc.
Corporate Credit Rating           BB/Stable/--

New Rating

QVC Inc.
Senior Secured
  $750M notes due 2025 and 2034    BBB-
   Recovery Rating                 1


RELIANCE INSURANCE: Sept. 19 Deadline to Respond to Bar Date Bid
----------------------------------------------------------------
The Commonwealth Court of Pennsylvania set Sept. 19, 2014, as the
deadline for interested parties to file a response or objection to
the request of the Liquidator of Reliance Insurance Company to
establish a deadline for filing proofs of claim and for approval
of notice.

If the Court approves a Claims Bar Date, a proof of claim filed on
or after the bar date will not be considered even if the claim is
filed late for a reason constituted good cause under 40 P.S. Sec.
221.37.  Any proof of claim filed before the bar date must
identify, prior to the bar date, a specific claimant with specific
and identified existing injuries or damages or it will be barred.

In his application, Michael F. Consedine, Insurance Commissioner
of the Commonwealth of Pennsylvania, in his capacity as Statutory
Liquidator of RIC, disclosed that as of Dec. 31, 2013, the RIC
estate has received a total of 160,544 proofs of claim.  Of these,
11,829 were received after the Dec. 31, 2003 claim filing
deadline. The Liquidator noted that because no Bar Date has been
established, proofs of claim filed after the Dec. 2003 claim
filing deadline may be considered timely filed if the claimant can
show good cause for late filing pursuant to 40 P.S. Sec. 221.37.

The Liquidator noted that only 1.3% of the 160,544 proof of claim
filed through Dec. 31, 2013, remain to be processed.  In addition,
new proofs of claim have dwindled to 22 in the fourth quarter of
2013, down from 1,967 filed in the first quarter of 2004.

The Liquidator also disclosed that as of the end of 2013, he had
issued Notices of Determination or NODs for 158,438 of the 160,544
proofs of claim for a total allowed amount of $1.16 billion.  The
State court has approved 158,068 of those NODs at year end, for a
total allowed amount of roughly $1.1 billion.

A copy of the Liquidator's "Application to Establish a Claims Bar
Date and for Approval of Notice" may be obtained at
http://is.gd/luKXXQ

Additional information may be obtained at:

     Liquidator-Bar Date Application
     Reliance Insurance Company (In Liquidation)
     Three Parkway, 5th Floor
     Pennsylvania, PA 19102
     Tel: 215-864-4000
     Fax: 215-864-4040
     E-mail: liquidator@relianceinsurance.com

                   About Reliance Insurance

Reliance Insurance Company is subject to state liquidation
proceedings pending before the Commonwealth Court of Pennsylvania
in the Civil Action No. 1 REL 2001-(269 M.D. 2001) (Pa. Cmwlth.
Ct.).  A Pennsylvania-based insurance company, Reliance Insurance
Company, was licensed to write insurance in all 50 states.  The
states with the largest number of policyholders included
California, New York, Florida, Pennsylvania, Illinois and Texas.
Reliance Insurance Company's insurance business consisted
primarily of workers' compensation, commercial auto, commercial
liability and personal auto coverage.

Based in New York City, Reliance Group Holdings Inc. owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by order of the Commonwealth
Court of Pennsylvania dated Oct. 3, 2001.  The Bankruptcy Court
confirmed the Creditors' Committee's Plan of Reorganization on
Jan. 25, 2005.


RESPONSE BIOMEDICAL: SVP World Wide Sales and Marketing Quits
-------------------------------------------------------------
Timothy Shannon, senior vice president world wide sales and
marketing of Response Biomedical Corp., informed the Company's
Board of Directors that he was resigning effective Aug. 1, 2014.

                     About Response Biomedical

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.

Response Biomedical reported a net loss and comprehensive loss of
$5.99 million in 2013, a net loss and comprehensive loss of $5.28
million in 2012 and a net loss and comprehensive loss of $5.37
million in 2011.  As of Dec. 31, 2013, the Company had $14.20
million in total assets, $15.68 million in total liabilities and a
$1.48 million total shareholders' deficit.

PricewaterhouseCoopers LLP, in Vancouver, British Columbia, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has incurred recurring losses from
operations and has an accumulated deficit at Dec. 31, 2013, that
raises substantial doubt about its ability to continue as a going
concern.


ROME FINANCE: Soldiers' Consumer Debt Cleared In Shutdown
---------------------------------------------------------
Law360 reported that Rome Finance Co., which financed purchases
for some 18,000 soldiers across the country, has been shuttered by
regulators for a slew of abuses in an action that returns service
members $92 million in value, New York's attorney general said
after joining state and federal authorities in an investigation.
According to the report, the California- and Georgia-based lender,
as well as its Colfax Capital Corp. and Culver Capital LLC
affiliates, financed debt -- and guaranteed returns through access
to soldiers' bank accounts -- but inflated prices for goods.


SAN BERNARDINO, CA: Judge Accuses Fire Union of "Stonewalling"
--------------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that the
firefighters of San Bernardino, California, are "stonewalling"
negotiations in the California city's bankruptcy, said a federal
judge, who refused to immediately give their union permission to
sue in state court.  According to the report, since the city filed
for bankruptcy in 2012, the firefighters have fought over a
variety of technical questions, including what rules should govern
any contract-related negotiations.

San Bernardino has said that if the firefighters reject its final
offer, the city will ask Jury to cancel the current union
contract, the report related.  So far, however, it has been unable
to meet with the firefighters to present the final offer, the
report said.

                 About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.


SANMINA CORP: Fitch Raises IDR to 'BB' & Rates 2019 Notes 'BB+'
---------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR) for
Sanmina Corporation (Sanmina) to 'BB' from 'BB-'. The Rating
Outlook is Stable.

Fitch has also assigned a 'BB+' rating to Sanmina's senior secured
notes due 2019. Sanmina's $375 million of senior secured 4.375%
notes due June 2019 are legally subordinated to the company's
first-lien senior secured revolving credit facility (RCF),
resulting in the secured notes being rated one notch lower than
the RCF rating of 'BBB-'.

The ratings affect total pro forma debt of $515 million. A full
list of rating actions follows at the end of this release.

The ratings and Outlook reflect Fitch's expectations for improving
operating performance through the intermediate term. Fitch
anticipates the resumption of positive revenue growth, continued
profit margin expansion, and solid free cash flow (FCF) following
a challenging fiscal 2012 and 2013.

Fitch expects increased penetration in emerging industrial,
defense, and auto end-markets and intensified investments in the
Components, Products, and Service segment (CPS) will drive solid
mid-cycle revenue growth over the longer-term. This will offset
inherent volatility in legacy communications end markets that
still represent a significant share of revenues.

For fiscal 2014, Fitch expects new product ramps and an improving
macroeconomic environment will drive low- to mid-single digit
revenue growth. The top line is recovering from supply constraints
related to the Thai floods in fiscal 2012 and weak end demand in
fiscal 2013.

Fitch believes an increased mix of faster growing and higher gross
margin CPS sales will drive mid-cycle profitability higher,
although operating EBITDA margins will continue to range in the
mid-single digits, consistent with the operating profile of the
EMS industry.

In the near term, Fitch expects operating EBITDA margins will
exceed 5%, versus recent lows near mid-4%, due to higher
utilization rates from the resumption of revenue growth and lower
revenue break even profitability level from recent restructuring.

Fitch expects annual FCF of $100 million to 200 million, driven by
higher profitability. Longer-term visibility continues to be
limited due to the volatility and project-oriented nature of
legacy communications businesses. However, Fitch believes Sanmina
will continue to generate free cash flow from lower working
capital requirements during periods of softer demand.

Sanmina will likely use FCF for opportunistic share repurchases
and relatively modest-sized acquisitions, targeting new
capabilities or customers. Fitch believes debt levels have
stabilized, following the use of free cash flow over the past
several years to meaningfully reduce debt associated with
historical acquisitions.

Sanmina's credit metrics should continue to remain strong for the
rating, with total debt to operating EBITDA near or below 2 times
(x) and FCF to total debt of more than 20% through the
intermediate term. This compares to Fitch estimates of 2.2x and
36%, respectively, for the LTM ended June 28, 2014.

Ratings Drivers

Rating strengths include Sanmina's:

-- Favorable industry trends toward increased outsourcing in
    underpenetrated markets for product design consultation,
    component sourcing, manufacturing, fulfillment logistics, and
    repair/reverse logistics.

-- Significant capabilities in low volume, high mix design and
    assembly, positioning the company to gain share in non-
    traditional end markets.

-- Consistent annual FCF from profitability expansion during
    positive demand environments and cash generation from lower
    working capital requirements in a downturn.

Ratings concerns include:

-- Low mid-cycle profit margins associated with the electronics
    manufacturing services model, resulting in minimal room for
    execution missteps.

-- Ongoing volatility associated with roughly 45% of revenues
    coming from more project oriented legacy networking and
    communications end markets.

-- Customer concentration with Sanmina's top 10 customers
    representing roughly 50% of revenue.

Rating Sensitivities:

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

-- Higher focus revenue growth translating into mid-cycle FCF
    approaching $200 million or FCF approaching 3%; or

-- Mid-cycle operating EBITDA structurally above 5% resulting in
    leverage remaining near or below 2x

Positive rating action would result in the compression of notching
for the secured debt ratings.

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

-- Profitability pressures (operating EBITDA approaching 4%) or
    debt financed acquisitions of manufacturing assets in order to
    win new business resulting in operating EBITDA in total Debt
    to operating EBITDA sustained above 3x; or

-- Volatility in legacy markets resulting in mid-cycle FCF below
    $100 million

Sanmina's liquidity was solid as of June 28, 2014, and supported
by:

-- $416 million of cash and short-term investments pro forma for
    the redemption of $136 million of senior unsecured notes on
    July 7, 2014;

-- $277 million available net of $22.7 million in letters of
    credit under a $300 million senior secured asset-backed credit
    facility due March 2017.

Fitch's expectations for $100 million to $200 million of annual
free cash flow through the intermediate-term also supports
liquidity.

Pro forma total debt was $515 million as of July 7, 2014 and
consisted of:

-- $40 million loan secured by the company's corporate campus due
    July 2015;

-- $100 million of senior unsecured notes due May 2019, pro forma
    for redemption of $136 million on July 7, 2014; and

-- $375 million of senior secured 4.375% notes due June 2019.

Fitch has upgraded the following ratings for Sanmina:

-- Long-term IDR to 'BB' from 'BB-';
-- Senior secured credit facility rating to 'BBB-' from 'BB+';
-- Senior unsecured notes rating to 'BB' from 'BB-';

The Rating Outlook is Stable.


SANUWAVE HEALTH: Widens Loss to $1.7 Million in Second Quarter
--------------------------------------------------------------
SANUWAVE Health, Inc., reported a net loss of $1.69 million on
$238,115 of revenue for the three months ended June 30, 2014, as
compared with a net loss of $818,331 on $160,617 of revenue for
the same period in 2013.

"We achieved a significant milestone for SANUWAVE in the second
quarter with the 90th patient being enrolled in the dermaPACE
clinical trial and now having completed the 12 week efficacy
assessment period," stated Kevin A. Richardson, II, Chairman of
the board of directors.  "We anticipate having the feedback from
the Data Monitoring Committee regarding the first 90 patients in
September and look forward to updating shareholders at that time.
We have continued to enroll patients in the dermaPACE(R) clinical
trial for treating diabetic foot ulcers and remain focused on
completing the trial as soon as possible to address this $3
billion market opportunity in the United States."

Net loss for the three months ended June 30, 2014, was $1,693,650,
or ($0.03) per basic and diluted share, compared to a net loss of
$818,331, or ($0.04) per basic and diluted share, for the same
period in 2013, an increase in the net loss of $875,319, or 107%.
The increase in the net loss was primarily a result of the one-
time non-cash gain of $2,328,000 in other income in 2013 for the
embedded conversion feature of the Senior Secured Notes which were
converted to equity in the third quarter of 2013, offset by
accrued interest expense on the Senior Secured Notes.

Revenue for the three months ended June 30, 2014, was $238,115,
compared to $160,617 for the same period in 2013, an increase of
$77,498, or 48%.  The increase in revenue for 2014 was due to
higher sales of orthoPACE devices in 2014 in Asia/Pacific, as
compared to the prior year, as well as higher sales of refurbished
applicators in Europe.

As of June 30, 2014, the Company had $7.37 million in total
assets, $6.32 million in total liabilities and $1.04 million in
total stockholders' equity.

On June 30, 2014, the Company had cash and cash equivalents of
$6,153,055 compared with $182,315 as of Dec. 31, 2013.

A full-text copy of the press release is available for free at:

                         http://is.gd/0CrV5E

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

                        http://is.gd/5StjI9

                       About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

SANUWAVE reported a net loss of $11.29 million in 2013, a net
loss of $6.40 million in 2012 and a net loss of $10.23 million in
2011.


SEANERGY MARITIME: Incurs $759,000 Net Loss in Second Quarter
-------------------------------------------------------------
Seanergy Maritime Holdings Corp. reported a net loss of $759,000
on $0 of net vessel revenue for the three months ended June 30,
2014, as compared with a net loss of $14.76 million on $6.80
million of net vessel revenue for the same period in 2013.

The Company also reported net income of $82.74 million on $2.01
million of net vessel revenue for the six months ended June 30,
2014, as compared with a net loss of $13.70 million on $12.45
million of net vessel revenue for the same period last year.

As of June 30, 2014, the Company had $3.52 million in total
assets, $554,000 in total liabilities and $2.96 million in total
shareholders' equity.

Stamatis Tsantanis, the Company's chairman & chief executive
officer, stated, "Following the conclusion of the financial
restructuring process in March 2014, we have focused entirely on
completing all the necessary steps in order to finalize the
previously announced acquisition of four Capesize vessels by the
end of the third quarter of 2014.

"Additionally, we have worked to ensure the Company's continued
compliance with the NASDAQ minimum equity listing requirement,
which has been achieved.  As part of this effort, certain of our
major shareholders contributed the amount of $1.1 million in
return for newly issued common shares of Seanergy in June 2014.

The Company ended the second quarter of 2014 with $2.7 million in
cash and cash equivalents.

A full-text copy of the press release is available for free at:

                        http://is.gd/zPP751

                          About Seanergy

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.

Seanergy Maritime reported net income of $10.90 million on $23.07
million of net vessel revenue for the year ended Dec. 31, 2013, as
compared with a net loss of $193.76 million on $55.61 million of
net vessel revenue for the year ended Dec. 31, 2012.

Ernst & Young (Hellas) Certified Auditors Accountants S.A., in
Athens, Greece, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2013.  The independent auditors noted that the Company, as of
December 31, 2013 continued to be in breach of certain terms and
covenants of the loan facility with its remaining lender, and had
a working capital deficit and an accumulated deficit.  Following
the disposal of its entire fleet subsequent to December 31, 2013
in the context of its restructuring plan, the Company is unable to
generate sufficient cash flow to meet its obligations and sustain
its continuing operations.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.


SEETARAM LLC: Case Summary & 12 Unsecured Creditors
---------------------------------------------------
Debtor: Seetaram LLC
           dba Putnam Fuel Depot
        2 Grove Street.
        Putnam, CT 06260

Case No.: 14-21585

Chapter 11 Petition Date: August 7, 2014

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

Judge: Hon. Albert S. Dabrowski

Debtor's 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 Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Daya Singh, managing member.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ctb14-21585.pdf


SHIMOJI FAMILY: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Shimoji Family Trust
        14955 Gulf Blvd, Ste 18
        Saint Petersburg, FL 33708

Case No.: 14-09170

Nature of Business: Trust

Chapter 11 Petition Date: August 7, 2014

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

Debtor's Counsel: Paul DeCailly, Esq.
                  DECAILLY LAW GROUP, P.A.
                  19455 Gulf Boulevard, Suite 8
                  Indian Shores, FL 33785
                  Tel: 727-824-7709
                  Fax: (866) 906-5977
                  Email: pdecailly@dlg4me.com

Total Assets: $605,505

Total Liabilities: $2.11 million

The petition was signed by Charlene Diefel, trustee.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-09170.pdf


SINCLAIR BROADCAST: Files Form 10-Q, Reports $41.6MM Income in Q2
-----------------------------------------------------------------
Sinclair Broadcast Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $41.60 million on $455.13 million of total revenues
for the three months ended June 30, 2014, as compared with net
income of $18.05 million on $314.15 million of total revenues for
the same period last year.

The Company also reported net income of $69.25 million on $867.78
million of total revenues for the six months ended June 30, 2014,
as compared with net income of $34.92 million on $596.77 million
of total revenues for the same period in 2013.

The Company's balance sheet at June 30, 2014, the Company had
$4.18 billion in total assets, $3.81 billion in total liabilities
and $370.17 million in total equity.

As of June 30, 2014, the Company had $395.5 million in cash and
cash equivalent balances and net working capital of approximately
$426.3 million.

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

                       http://is.gd/KEVLqI

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22 percent of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

Sinclair Broadcast reported net income of $75.81 million in 2013,
as compared with net income of $144.95 million in 2012.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Sinclair to 'BB-'
from 'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments.
Moody's also assigned a B2 (LGD 5, 87%) rating to the proposed
$250 million issuance of Senior Unsecured Notes due 2018 by STG.
The Speculative Grade Liquidity Rating remains unchanged at SGL-2.
The rating outlook is now stable.


SPRINGLEAF FINANCE: Fitch Raises LT Issuer Default Rating to 'B'
----------------------------------------------------------------
Fitch Ratings has upgraded the long-term Issuer Default Rating
(IDR) and senior unsecured debt ratings of Springleaf Finance
Corporation (Springleaf) to 'B' from 'B-' and maintained the
Stable Rating Outlook. Fitch has also upgraded the preferred stock
ratings of AGFC Capital Trust I to 'CCC/RR6' from 'CC/RR6'.

Key Rating Drivers

The rating upgrades reflect the progress made by Springleaf toward
repaying debt, improving its debt maturity profile and furthering
core profitability while growing its consumer lending business.
Fitch also believes that today's announced sale of Springleaf's
interests in approximately $7.2 billion of legacy mortgage assets
and related servicing for net cash proceeds of approximately $3.0
billion will simplify the company's balance sheet and remove a
source of earnings volatility.

That said, further upward ratings momentum will depend on
increased clarity regarding the use of sale proceeds which could
potentially include debt repayment, acquisitions, and shareholder
distributions. Additional rating constraints include Springleaf's
monoline business model, material regulatory risk, above-average
growth, high reliance on the capital markets for funding,
concentrated ownership structure, and higher-risk core
demographic, which may be particularly sensitive in a rising
interest rate environment.

Springleaf has made significant progress toward reducing its debt
load. Over the last year the company prepaid ($2 billion) and
terminated its secured term loan while also making progress toward
reducing its 2017 unsecured debt maturity wall. At March 31, 2014,
2017 unsecured debt maturities were $2.4 billion, down from $3.3
billion at June 30, 2013. Fitch views these actions favorably as
they have reduced leverage and improved the company's debt
maturity profile.

Fitch believes the company has adequate sources of liquidity to
originate new loans and meet its debt obligations through 2017.
That said, the company's ability to meet its remaining 2017
maturities could come under pressure if a significant portion of
the company's unrestricted cash is deployed to make acquisitions
and/or fund shareholder distributions. Pro forma for the sale of
the majority of Springleaf's legacy mortgage assets, Fitch
estimates the company would have had approximately $4 billion of
unrestricted cash at March 31, 2014, which could be used to repay
debt, fund shareholder distributions, make acquisitions and/or
support new loan originations.

Springleaf's leverage, as calculated by Fitch, has improved over
the past several quarters. Leverage, as measured by adjusted debt-
to-adjusted tangible equity, declined to 6.2x at March 31, 2014
from 8.2x at June 30, 2013. However, reported leverage is
calculated on a push-down accounting basis following the majority
sale of Springleaf to Fortress Investment Group LLC from American
International Group, Inc. in 2010. Fitch also calculates leverage
on a historical cost basis, which adds back the asset and debt
discounts recorded as part of the application of push-down
accounting. On this basis, Fitch estimates leverage declined to
8.4x at March 31, 2014, down from 9.4x at June 30, 2013. Pro forma
for the sale of mortgage assets, Fitch estimates leverage,
including historical cost adjustments, was under 5.0x at March 31,
2014. Under all of these metrics, Fitch views Springleaf's
leverage as improved, although it is less clear whether leverage
will remain at existing levels going forward.

Credit performance has continued to normalize from trough levels
experienced post-financial crisis. Net charge-offs within the
company's consumer segment rose to 5.1% in 2Q'14, up from 3.2%
(excluding the sale of previously charged-off receivables in June
2013) in the year-ago period. Total consumer delinquencies were
2.28% at June 30, 2014, up from 1.92% in the year-ago period.
Fitch believes the increase in charge-offs and delinquencies
reflects a modest loosening of underwriting standards from more
conservative levels post-crisis combined with loan seasoning.
Charge-offs also remain in line with the company's long-term
historical average of between 4.75% and 5.75%. That said, the
company continues to generate strong growth in personal loan
originations. If not prudently managed, Fitch believes above-
average growth could potentially lead to higher than expected
losses in the future.

The Stable Outlook reflects Fitch's view that Springleaf's
liquidity profile and leverage have improved and that operating
performance will continue to gradually improve, absent a market
stress. These positive factors are counterbalanced by elevated
regulatory risk, Fitch's expectation that credit performance will
continue to normalize, as well as the incremental risk associated
with the company's expansion into direct auto lending.
Furthermore, Fitch will assess any potential changes to
Springleaf's business model and/or risk profile as the company
deploys the cash proceeds generated from the sale of its mortgage
assets.

The Recovery Rating of 'RR4' assigned to Springleaf's senior
unsecured debt reflects Fitch's expectation that recovery
prospects for the notes are average, and could be approximately
between 31%-50% in a stress scenario. The Recovery Rating of 'RR6'
assigned to the preferred stock of AGFC Capital Trust I reflects
Fitch's expectation that recovery prospects for the securities are
poor, and could be as low as 0%-10% in a stress scenario.

Rating Sensitivities

Longer-term positive rating momentum could be driven by additional
actions to improve the debt maturity profile, sustained
improvements in profitability and operating performance, measured
growth in core lending businesses, successfully executing on new
business opportunities, and reducing concentrated ownership while
maintaining leverage at levels in-line with similar nonprime
consumer finance companies. However, potential upward momentum
would remain limited to below investment-grade level, given
Springleaf's monoline business model, core demographic, high
reliance on the capital markets for funding. Furthermore, Fitch
views the elevated regulatory, legislative and litigation risks
that exist for Springleaf, as well as a lack of prudential
regulation as key rating constraints.

Negative ratings momentum could develop from an inability to
access the capital markets for funding at reasonable costs,
substantial credit quality deterioration, potential new and more
onerous rules and regulations, as well as potential shareholder-
friendly actions given the high private equity ownership. These
factors could also potentially result in notching the senior
unsecured rating below the current IDR.

Fitch has upgraded the following ratings:

Springleaf Finance Corporation

-- Long-term IDR to 'B' from 'B-';
-- Senior unsecured debt to 'B/RR4' from 'B-/RR4'.

AGFC Capital Trust I

-- Preferred stock to 'CCC/RR6' from 'CC/RR6'.

The Rating Outlook is Stable.


SPRINGLEAF HOLDINGS: Moody's Puts B3 CFR on Review for Upgrade
--------------------------------------------------------------
Moody's Investors Service placed the B3 corporate family rating of
Springleaf Holdings, Inc. (Springleaf) and the B3 senior unsecured
rating of operating subsidiary Springleaf Finance Corporation
(SFC) on review for upgrade.

Ratings Rationale

The rating action follows the company's announcement that it will
sell most of its $8 billion non-core real estate portfolio,
including $5.5 billion of residential mortgage-backed securities
and $1.7 billion of whole loans, and associated loan servicing.
Springleaf expects the transaction, projected to close by the end
of third quarter of this year, to generate approximately $3
billion of net cash proceeds and pre-tax gains between $575 to
$625 million.

Springleaf's sale of real estate assets could meaningfully improve
the company's overall profitability and reduce earnings
volatility. To date, the non-core real estate portfolio has
generated substantial losses, creating a drag on the company's
profitability. Springleaf's performance post-sale will be driven
by its core branch-based personal lending business, which provides
higher risk-adjusted returns than the home lending. $0.8 billion
of real estate assets not sold by Springleaf as part of the
transaction have higher average yields and a cushion to absorb
underperformance, which moderates the risks to overall
profitability of this wind-down portfolio.

In addition, the transaction deleverages the balance sheet by
reducing total debt by $3.6 billion, all of which is related to
the RMBS securitizations associated with the assets identified for
sale. The remaining debt balance translates into pro-forma
leverage of 3.7x, as compared to 6.7x at March 31, 2014.

Moody's review will focus on Springleaf's deployment of the sale
proceeds and resulting impact on leverage, the risk
characteristics of the remaining unsold real estate portfolio and
the extent of residual liabilities, as well as the operating
prospects of the core personal lending business. The review will
also consider longer-term credit implications of Springleaf's
expansion plans in online lending, which Moody's views as an
increase in risk appetite, newly-launched direct auto lending, as
well as the company's funding and liquidity profiles.

A summary of the action follows:

Springleaf Holdings, Inc.:

  Corporate Family: B3 rating placed on review for upgrade

Springleaf Finance Corporation:

  LT Issuer: B3 rating placed on review for upgrade

  Senior Unsecured: B3 rating placed on review for upgrade

  Senior Unsecured MTN Program: (P)B3 rating placed on review for
  upgrade

  Senior Unsecured Shelf: (P)B3 rating placed on review for
  upgrade

AGFC Capital Trust I:

  Preferred Stock: Caa2(hyb) rating placed on review for upgrade

Springleaf Holdings, Inc., through principal operating subsidiary
Springleaf Finance Corporation, provides consumer finance and
credit insurance products to consumers through a multi-state
branch network.


SUN BANCORP: Files Form 10-Q Reporting $24.2 Million Q2 Loss
------------------------------------------------------------
Sun Bancorp, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
available to common shareholders of $24.24 million on $23.77
million of total interest income for the three months ended
June 30, 2014, as compared with net income available to common
shareholders of $678,000 on $25.71 million of total interest
income for the same period in 2013.

For the six months ended June 30, 2014, the Company reported a net
loss available to common shareholders of $26.15 million on $48.41
million of total interest income as compared with net income
available to common shareholders of $3.13 million on $52.79
million of total interest income for the same period last year.

The Company's balance sheet at June 30, 2014, showed $2.89 billion
in total assets, $2.66 billion in total liabilities and $227.65
million in total shareholders' equity.

Cash and cash equivalents at June 30, 2014, was $330.44 million.

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

                         http://is.gd/GRjTWs

                          About Sun Bancorp

Sun Bancorp, Inc. (NASDAQ: SNBC) is a bank holding company
headquartered in Vineland, New Jersey, with its executive offices
located in Mt. Laurel, New Jersey.  Its primary subsidiary is Sun
National Bank, a full service commercial bank serving customers
through more than 60 locations in New Jersey.

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.

Sun Bancorp reported a net loss available to common shareholders
of $9.94 million in 2013, a net loss available to common
shareholders of $50.49 million in 2012, and a net loss available
to common shareholders of $67.50 million in 2011.


SUNTECH POWER: Acting Chief Financial Officer Departs
-----------------------------------------------------
Suntech Power Holdings Co., Ltd.'s Joint Provisional Liquidators
said Aug. 5 that Deyong He, acting Chief Financial Officer (?CFO?)
of the Company, on June 25, 2014, submitted a letter of
resignation, effective July 1, 2014.  Mr. He will maintain his
position as a member of the Board of Directors of the Company.
With the departure of Mr. He, the Company?s global accounting
functions will leverage off existing resources, as directed by the
JPLs.  The JPLs are proposing to restructure the Company?s global
accounting functions, and manage the functions of the CFO until a
candidate is selected to fill the vacancy.

                           About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd., produces solar
products for residential, commercial, industrial, and utility
applications.  Suntech has delivered more than 25,000,000
photovoltaic panels to over a thousand customers in more than 80
countries.

Suntech Power Holdings Co., Ltd., received from the trustee of its
3 percent Convertible Notes a notice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  That event of default has also triggered cross-defaults
under Suntech's other outstanding debt, including its loans from
International Finance Corporation and Chinese domestic lenders.

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are
represented by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP,
in White Plains, New York.

Suntech Power on Jan. 31, 2014, disclosed that it has signed a
Restructuring Support Agreement relating to the petition for
involuntary bankruptcy filed against it under chapter 7 of the
U.S. Bankruptcy Code.  Under the RSA, the parties agreed that
chapter 7 proceedings will be dismissed following recognition of
the provisional liquidation proceeding previously filed by the
Company in the Cayman Islands under chapter 15 of the U.S.
Bankruptcy Code.

On Feb. 21, 2014, David Walker and Ian Stokoe, the joint
provisional liquidators of Suntech Power Holdings Co., Ltd.,
appointed by the Grand Court of the Cayman Islands, commenced a
Chapter 15 proceeding (Bankr. S.D.N.Y. Case No. 14-10383).  The
Chapter 15 Petitioners are represented by Jennifer Taylor, Esq.,
and Diana Perez, Esq., at O'Melveny & Myers LLP.  According to the
Chapter 15 petition, Suntech has more than $1 billion in both
assets and debts.


TERRAFORM POWER: S&P Assigns 'BB-' CCR & Rates $300MM Loan 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to TerraForm Power Inc.  At the same time,
Standard & Poor's assigned its 'BB' issue-level rating to
subsidiary TerraForm Power Operating LLC's $300 million senior
secured term loan B due 2019.  The recovery rating is '2',
indicating that lenders can expect substantial (70% to 90%)
recovery if a default occurs.  The outlook is stable.

The company owns a portfolio of 23 solar power projects operating
or in late-stage construction with nameplate capacity of 808
megawatts.  The projects are in four countries -- the U.S. (63% of
estimated 2015 EBITDA), the U.K. (17%), Canada (13%), and Chile
(7%).

The ratings on Terraform reflect its 'bb-' stand-alone credit
profile.  S&P believes its business risk profile is "weak."  S&P
bases this primarily on the company's small scale and limited fuel
diversity, which is only partially offset by its cash flow
stability stemming from long-term fee-based power purchase
agreements with highly rated counterparties.  TerraForm's
"significant" financial risk profile incorporates S&P's view of
the company's moderate financial leverage, material dependence on
upstream dividends from assets with structurally senior project-
level debt, and the "yieldco" structure that gives management a
lot of incentive to pay out most available free cash flow to
investors after maintenance capital spending.

"However, in our view, TerraForm benefits from structural
protections, allowing the rating to be higher than those on its
parent company.  A non-consolidation opinion supports our view
that TerraForm is severable from its parent, holds itself out as a
separate entity, and would not be materially affected by financial
distress at SunEdison.  In addition, TerraForm's independent
directors must approve any form of bankruptcy proceedings,
disposal of material assets, and initiation of transactions
between TerraForm and SunEdison.  Although the two companies have
multiple support agreements, we believe third-party providers
could step in without material disruption to TerraForm's
operational or financial risk profile.  At this time, SunEdison's
creditworthiness does not constrain our corporate credit rating on
TerraForm," S&P said.

The stable outlook on TerraForm reflects S&P's expectation for
minimal merchant price risk and debt to EBITDA in the 3x to 3.5x
range.  Apart from a reassessment of SunEdison's group credit
profile, S&P could lower the ratings on TerraForm if the
company begins to assume more significant merchant price risk or
if credit measures weaken such that debt to EBITDA rises above
4.5x.  Absent an upgrade of SunEdison's group credit profile, S&P
would not envision upgrading TerraForm because of the link between
the two companies.


THERAPEUTICSMD INC: Incurs $10.9 Million Net Loss in 2nd Quarter
----------------------------------------------------------------
TherapeuticsMD Inc. reported a net loss of $10.89 million on $3.75
million of net revenues for the three months ended June 30, 2014,
as compared with a net loss of $6 million on $2.08 million of net
revenues for the same period last year.

For the six months ended June 30, 2014, the Company reported a net
loss of $20.08 million on $6.58 million of net revenues as
compared with a net loss of $12.38 million on $3.61 million of net
revenues for the six months ended June 30, 2013.

As of June 30, 2014, the Company had $44.43 million in total
assets, $6.94 million in total liabilities and $37.48 million in
total stockholders' equity.

At June 30, 2014, TherapeuticsMD had cash of approximately $35.6
million, compared to approximately $54.2 million at Dec. 31, 2013.
The Company recently completed a public offering of shares of its
common stock for gross proceeds of approximately $46 million.  The
proceeds will be used toward development of the Company's late-
stage pipeline of novel hormone therapies and to support
advancement of its earlier stage and preclinical programs.

"During the second quarter, we continued recruitment in the
ongoing REPLENISHTM phase 3 study for our combination hormone
therapy pill, engaged a contract research organization to start up
our phase 3 study of VagiCap in the VVA indication, and
strengthened our intellectual property position with notification
of two new patent allowances," said TherapeuticsMD CEO Robert G.
Finizio.  "More recently, we've solidified our cash position
through a recent equity offering, providing us with additional
resources to advance our ongoing programs and support our earlier
stage pipeline, including novel transdermal product opportunities
that leverage our proprietary SYMBODA technology."

A full-text copy of the press release is available for free at:

                        http://is.gd/tTcVOG

                       About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

TherapeuticsMD reported a net loss of $28.41 million in 2013, a
net loss of $35.12 million in 2012, and a net loss of $12.9
million in 2011.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.


TMT GROUP: CEO Casts $100M IP Suit Over Vessel Sale
---------------------------------------------------
Law360 reported that the CEO of troubled Taiwanese shipping firm
TMT Group launched a suit in Texas federal court, alleging that a
planned bankruptcy sale of three company ships to Mega
International Commercial Bank Co. Ltd. will strip him of
intellectual property worth more than $100 million.  According to
the report, Hsin-Chi Su, who also goes by Nobu Su, said in a
lawsuit filed in Houston that U.S. Bankruptcy Judge Marvin Isgur
recently signed off on a sale of the ships to Mega Bank, a major
creditor of TMT, without adequately protecting his interest in the
boats' patented technology.

The case is Su v. Mega International Commercial Bank Co. Ltd.,
case number 4:14-cv-02166, in the U.S. District Court for the
Southern District of Texas.

                           About TMT Group

Known in the industry as TMT Group, TMT USA Shipmanagement LLC and
its affiliates own 17 vessels.  Vessels range in size from
approximately 27,000 dead weight tons (dwt) to approximately
320,000 dwt.

TMT USA and 22 affiliates, including C. Ladybug Corporation,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-
33740) in Houston, Texas, on June 20, 2013 after lenders seized
seven vessels.

TMT filed a lawsuit in U.S. bankruptcy court aimed at forcing
creditors to release the vessels so they can return to generating
income.

TMT has tapped attorneys from Bracewell & Giuliani LLP as
bankruptcy counsel and AlixPartners as financial advisors.

On a consolidated basis, the Debtors have $1.52 billion in assets
and $1.46 billion in liabilities.


TJ MCGLONE: Withholding Taxes Can't Be Dumped In Bankruptcy
-----------------------------------------------------------
Law360 reported that New Jersey's Tax Court ruled that the head of
a bankrupt construction company must pay over $175,000 to satisfy
his company's past due withholding taxes because the sums aren't
dischargeable in bankruptcy.  According to the report, T.J.
McGlone & Co. Inc. president Daniel McGlone said his company's
Chapter 7 liquidation wiped out any tax debts and also argued that
the state waited too long to file its claim, but the state tax
court disagreed, saying state and federal law clearly establishes
that the money isn't dischargeable.


TRANSGENOMIC INC: Incurs $4.2 Million Net Loss in Second Quarter
----------------------------------------------------------------
Transgenomic, Inc., reported a net loss available to common
stockholders of $4.19 million on $6.76 million of net sales for
the three months ended June 30, 2014, as compared with a net loss
available to common stockholders of $3.04 million on $7.30 million
of net sales for the same period last year.

For the six months ended June 30, 2014, the Company reported a net
loss available to common stockholders of $8.60 million on $13.01
million of net sales as compared with a net loss available to
common stockholders of $6.81 million on $14.68 million of net
sales for th same period in 2013.

The Company's balance sheet at June 30, 2014, showed $31.09
million in total assets, $20.74 million in total liabilities and
$10.35 million in stockholders' equity.

Cash and cash equivalents were $1.2 million as of June 30, 2014,
compared with $1.6 million as of Dec. 31, 2013.  After the close
of the quarter, in July 2014, the Company sold the rights to its
SURVEYOR Nuclease technology and assets for a minimum of $4.25
million.  The net proceeds from this sale will be used to pay down
debt under the Company's revolving credit facility, which may be
redrawn as needed, and for working capital and other general
corporate purposes.

Paul Kinnon, president and chief executive officer of
Transgenomic, commented, "During the second quarter, we continued
to make progress putting in place the elements needed to reach our
goal of creating a revitalized company.  Operationally, our
patient testing business continues to show renewed strength, with
revenues again growing sequentially quarter over quarter.  We
expect that this trend will continue in the third quarter, along
with growth from new projects in our contract services
laboratory."

A full-text copy of the press release is available for free at:

                       http://is.gd/ReLO47

A full-text copy of the Form 10-Q filed with the U.S. Securities
and Exchange Commission is available for free at:

                         http://is.gd/G77ebz

                        About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

The Company reported a net loss available to common stockholders
of $16.71 million in 2013, a net loss available to common
stockholders of $8.98 million in 2012 and a net loss available to
common stockholders of $10.79 million in 2011.


TRAVELPORT LIMITED: Reports $4MM Net Income in Second Quarter
-------------------------------------------------------------
Travelport Limited filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
attributable to the Company of $4 million on $551 million of net
revenue for the three months ended June 30, 2014, compared to a
net loss attributable to the Company of $105 million on $537
million of net revenue for the same period in 2013.

For the six months ended June 30, 2014, the Company reported a net
loss attributable to the Company of $25 million on $1.12 billion
of net revenue as compared with a net loss attributable to the
Company of $115 million on $1.08 billion of net revenue for the
same period last year.

As of June 30, 2014, Travelport Limited had $3.01 billion in total
assets, $4.08 billion in total liabilities and a $1.06 billion
total deficit.

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

                         http://is.gd/lUb4sf

                      About Travelport Holdings

Headquartered in Atlanta, Georgia, Travelport provides transaction
processing services to the travel industry through its global
distribution system business, which includes the group's airline
information technology solutions business.  During FYE2011, the
group reported revenues and adjusted EBITDA of US$2 billion and
US$507 million, respectively.

For the year ended Dec. 31, 2013, the Company reported a net loss
attributable to the Company of $192 million on $2.07 billion of
net revenue as compared with a net loss attributable to the
Company of $236 million on $2 billion of net revenue in 2012.
The Company's balance sheet at Dec. 31, 2013, showed $3.08 billion
in total assets, $4.39 billion in total liabilities and a $1.31
billion total deficit.

                           *     *     *

As reported by the TCR on May 1, 2013, Standard & Poor's Ratings
Services said that it raised its long-term corporate credit
ratings on Travelport Holdings Ltd. and indirect primary operating
subsidiary Travelport LLC (together, Travelport) to 'CCC+' from
'SD' (selective default).  The rating action follows S&P's review
of Travelport's business and financial risk profiles after it
downgraded the group to 'SD' on April 16, 2013.


UNIVERSAL HEALTH: S&P Keeps BB+ Rating on Amended Credit Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB+' issue-level
rating on Universal Health Services Inc.'s amended and extended
credit facility is unchanged following a broad refinancing plan
that is leverage neutral.  The facility includes a $800 million
revolver and a $1.775 billion term loan A.  The recovery rating on
these obligations is '2', reflecting S&P's expectation of
substantial (70%-90%) recovery in the event of default.

Universal Health Services owns and/or operates 24 acute care
hospitals and 193 behavioral health centers across more than 35
sates.  The company also manages, owns outright, or owns in
partnership with physicians, five surgical hospitals, and surgery
and radiation oncology centers.  The benefits of diversification
between the acute care and behavioral health business segments,
positive historical trends, strong margins in the behavioral
health business, as well as reimbursement risk and pockets of
geographic concentration underpin our "fair" business risk
profile.  Its "intermediate" financial risk profile is supported
by leverage of about 2.4x.

S&P's positive outlook on the corporate credit rating reflects the
potential for an upgrade within one year if it gains further
confidence in the company's commitment to generally maintaining
debt leverage below 3x.

RATINGS LIST

Universal Health Services Inc.

Corporate Credit Rating         BB/Positive
Senior Secured

$800 million revolver           BB+
  Recovery rating                2

$1.775 billion term loan A      BB+
  Recovery rating                2


US SHALE SOLUTIONS: S&P Assigns 'CCC+' Corp. Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'CCC+'
corporate credit rating to Houston-based US Shale Solutions Inc.
The outlook is developing.

At the same time, S&P assigned its 'B-' issue rating (one notch
above the corporate credit rating) to the company's proposed $210
million senior secured notes due 2017.  The recovery rating is
'2', indicating S&P's expectation of substantial (70% to 90%)
recovery if a payment default occurs.  This assumes no first-lien
ABL facility is in place.  S&P expects that the company will use
proceeds from the proposed notes, along with $83 million of
rollover equity to fund the acquisition of four companies to be
rolled up into US Shale.

"During the next 12 months, we could either raise or lower the
rating depending on US Shale's ability to successfully operate
and begin to integrate the four acquired companies, as well as the
level of liquidity that the company is able to maintain," said
Standard & Poor's credit analyst Stephen Scovotti.

A positive rating action could be considered if the company
successfully operates and begins the integration of the four
acquired companies, while maintaining sufficient liquidity,
including putting an ABL facility in place.

S&P could lower ratings if liquidity further deteriorates.  Such
an event could occur if the company has difficulty operating and
integrating the four acquired companies and the company is unable
to put a sufficient ABL facility in place.


USEC INC: Files Form T-3; To Issue 2019/2024 PIK Notes Under Plan
-----------------------------------------------------------------
USEC Inc. has filed with the Securities and Exchange Commission a
FORM T-3 "FOR APPLICATION FOR QUALIFICATION OF INDENTURE UNDER THE
TRUST INDENTURE ACT OF 1939".

USEC intends to offer its 8.0% PIK Toggle Notes due 2019/2024
pursuant to its Plan of Reorganization and Disclosure Statement.
USEC anticipates issuing on the Effective Date $240,380,000 in New
Notes.

Under the Plan, USEC expects to issue additional New Notes
pursuant to PIK Payments during the time the New Notes are
outstanding.  The New Notes will be offered to (i) the holders of
USEC's 3% Convertible Senior Notes due 2014 and (ii) the two
holders of USEC's outstanding Series B-1 12.75% convertible
preferred stock and outstanding warrants to purchase shares of the
Old Preferred Stock, in each case in partial satisfaction of such
claims and interests.

The New Notes and any additional New Notes issued as PIK Payments
are to be issued pursuant to the indenture to be qualified under
the Form T-3, among USEC as Issuer, United States Enrichment
Corporation as the Guarantor and CSC Trust Company of Delaware, as
trustee and collateral agent.  USEC's obligations under the New
Indenture will be guaranteed on a limited basis by the Guarantor.

A copy of the Form T-3 is available at http://is.gd/Bs3fN2

                       About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Hon. Christopher
S. Sontchi presides over the case.

D. J. Baker, Esq., Rosalie Walker Gray, Esq., Adam S. Ravin, Esq.,
and Annemarie V. Reilly, Esq., at Latham & Watkins LLP, serve as
the Debtor's general counsel.  Amanda R. Steele, Esq., Mark D.
Collins, Esq., and Michael J. Merchant, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtor's Delaware counsel.  Vinson &
Elkins is the Debtor's special counsel.  Lazard Freres & Co. LLC
acts as the Debtor's investment banker.  AP Services, LLC,
provides management services to the Debtor.  Logan & Company Inc.
serves as the Debtor's claims and noticing agent.  Deloitte Tax
LLP are the Debtor's tax professionals.  The Debtor's independent
auditor is PricewaterhouseCoopers LLP.  KPMG LLP provides fresh
start accounting services to the Debtors.

                          *     *     *

The Court approved the disclosure statement explaining USEC Inc.'s
plan of reorganization on July 7, 2014.  The Confirmation Hearing
is scheduled for Sept. 5, 2014, at 1:00 p.m. (Eastern time).
The Plan Objection Deadline is Aug. 22, and the deadline for
filing a reply to objections to confirmation of the Plan, if any,
is Sept. 2.


VERITEQ CORP: Issues Convertible Promissory Notes
-------------------------------------------------
VeriTeQ Corporation entered into a securities purchase agreement,
dated July 31, 2014, and effective Aug. 6, 2014, with an
accredited investor.  Pursuant to the terms of the SPA, the
Company issued and sold to the Buyer two 8% convertible promissory
notes in the amount of $75,000 each.  The first note for $75,000
was paid for by the Buyer on Aug. 6, 2014, in cash, less
transaction expenses.  The second note was paid for by the
issuance of an offsetting $75,000 secured note issued to the
Company by the Buyer, which is to be paid in cash to the Company
within 8 months.

The 8% Note matures on July 31, 2015.  It may be converted in
whole or in part into the Company's common stock, at the option of
the holder, at any time following 180 days after issuance and
until the maturity date.  The conversion price will be 61% of the
average of the three lowest closing bid prices of the Company's
common stock for the fifteen prior trading days, including the day
upon which the conversion notice is received by the Company.
During the first 180 days that 8% Note is in effect, the Company
may redeem the note by paying to the holder an amount equal to
150% of the face amount plus any accrued interest.  The 8% Note
may not be prepaid after the 180th day.  Interest on any unpaid
principal balance of 8% Note will be paid at the rate of 8% per
annum. Interest on the 8% Note will be paid by the Company in
shares of its common stock, referred to as Interest Shares.  The
holder may, at any time, send in a notice of conversion to the
Company for Interest Shares based on the formula provided above
for principal conversions.

The 8% Second Note matures on July 31, 2015.  The holder of the 8%
Second Note is entitled, at its option, after the expiration of
the requisite Rule 144 holding period and after full cash payment
of the 8% Buyer Note, to convert all or any amount of the
principal face amount of the 8% Second Note then outstanding into
shares of the Company's common stock without restrictive legend of
any nature, at a conversion price for each share of the Company's
common stock equal to 61% of the average of the three lowest
closing bid prices of the Company's common stock for the fifteen
prior trading days, including the day upon which the conversion
notice is received by the Company.  The 8% Second Note may not be
prepaid, except in certain circumstances described therein.
Interest on any unpaid principal balance of the 8% Second Note
shall be paid by the Company in Interest Shares.  The holder may,
at any time, send in a notice of conversion to the Company for
Interest Shares based on the formula provided above for principal
conversions.

The 8% Note and the 8% Second Note contain certain covenants and
restrictions, including, among others, that, for so long as the
notes are outstanding the Company will not dispose of certain
assets and will maintain its listing on the over-the-counter
market.  Events of default under the note include, among others,
failure to pay principal or interest on the note or comply with
certain covenants under the note.

The Company also entered into a securities purchase agreement,
effective Aug. 4, 2014, with another accredited investor.
Pursuant to the terms of the Purchase Agreement, the Company
issued and sold to the Lender two 12% convertible promissory notes
in the amount of $50,000 each. The first note for $50,000 was paid
for by the Lender on Aug. 4, 2014, in cash, less transaction
expenses.  The second note was initially paid for by the issuance
of an offsetting $50,000 secured note issued to the Company by the
Lender, which is to be paid in cash to the Company within 8
months.

The 8% Note matures on Aug. 4, 2015.  It may be converted in whole
or in part into the Company's common stock, at the option of the
holder, at any time following 180 days after issuance and until
the maturity date.  The conversion price will be 61% of the
average of the three lowest closing bid prices of the Company?s
common stock for the twenty prior trading days, including the day
upon which the conversion notice is received by the Company.
During the first 180 days the 12% Note is in effect, the Company
may redeem the note by paying to the holder an amount equal to
150% of the face amount plus any accrued interest.  The 12% Note
may not be prepaid after the 180th day. Interest on any unpaid
principal balance of 12% Note will be paid at the rate of 12% per
annum. Interest on the 12% Note will be paid by the Company in
shares of its common stock, referred to as Interest Shares.  The
holder may, at any time, send in a notice of conversion to the
Company for Interest Shares based on the formula provided above
for principal conversions.

The 12% Second Note matures on August 4, 2015.  The holder of the
12% Second Note is entitled, at its option, after the expiration
of the requisite Rule 144 holding period and after full cash
payment of the 12% Lender Note, to convert all or any amount of
the principal face amount of the 12% Second Note then outstanding
into shares of the Company's common stock without restrictive
legend of any nature, at a conversion price for each share of the
Company's common stock equal to 61% of the average of the three
lowest closing bid prices of the Company's common stock for the
twenty prior trading days, including the day upon which the
conversion notice is received by the Company.  The 12% Second Note
may not be prepaid, except in certain circumstances described
therein. Interest on any unpaid principal balance of the 12%
Second Note shall be paid by the Company in Interest Shares.  The
holder may, at any time, send in a notice of conversion to the
Company for Interest Shares based on the formula provided above
for principal conversions.

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

                       http://is.gd/T5bONg

                          About VeriTeQ

VeriTeQ (formerly known as Digital Angel Corporation) develops
innovative, proprietary RFID technologies for implantable medical
device identification, and dosimeter technologies for use in
radiation therapy treatment.  VeriTeQ offers the world's first FDA
cleared RFID microchip technology that can be used to identify
implantable medical devices, in vivo, on demand, at the point of
care.  VeriTeQ's dosimeters provide patient safety mechanisms
while measuring and recording the dose of radiation delivered to a
patient in real time.  For more information on VeriTeQ, please
visit www.veriteqcorp.com .

Veriteq Corporation reported a net loss of $15.07 million on
$18,000 of sales for the year ended Dec. 31, 2013, as compared
with a net loss of $1.60 million on $0 of sales for the year ended
Dec. 31, 2012.  As of March 31, 2014, the Company had $7.97
million in total assets, $15.19 million in total liabilities and a
$7.21 million total stockholders' deficit.

EisnerAmper LLP, in New York, New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has incurred recurring net losses, and at Dec. 31,
2013, had negative working capital and a stockholders' deficit.
These events and conditions raise substantial doubt about the
Company's ability to continue as a going concern.


VERTIS HOLDINGS: Cash Collateral Use Approved
---------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court issued a
third supplemental order authorizing Vertis Holdings to continue
using cash collateral and granting continued adequate protection
to the pre-petition term loan lenders.

The order, according to BData, states, "The wind-down reserve
amount of 'not less than $500,000 through July 31, 2014' set forth
in Paragraph 1 of the second supplement is hereby deleted and
replaced with (i) such amounts as may be required to pay all
remaining fees, costs and expenses incident to the administration
of the Cases accrued or incurred through July 31, 2014 including
in accordance with the 4-week budget and (ii) an amount equal to
$600,000 through the date on which cases are either dismissed or
converted to cases under chapter 7 of the Bankruptcy Code (the
'Case Disposition Date') comprised of (a) $300,000 on account of
professional fees and expenses incident to the cases that accrue
or are incurred on or before July 31, 2014 (the 'Professional Fees
Carve-Out') and (b) $300,000 set aside to fund the fees, costs and
expenses incident to the administration of the cases accrued or
incurred on or after August 1, 2014, including the payment of
professional's fees and expenses that accrue or are incurred on or
after August 1, 2014 (the 'Chapter 11 Amount')."

                      About Vertis Holdings

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No. 08-
11460) on July 15, 2008, to complete a merger with American Color
Graphics.  ACG also commenced separate bankruptcy proceedings.  In
August 2008, Vertis emerged from bankruptcy, completing the
merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-
16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on Dec.
16, 2010, and Vertis consummated the plan on Dec. 21.  The plan
reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

On Jan. 16, 2013, Quad/Graphics completed the acquisition of
Vertis Holdings for a net purchase price of $170 million.  This
assumes the purchase price of $267 million less the payment of $97
million for current assets that are in excess of normalized
working capital requirements.


VEYANCE TECHNOLOGIES: S&P Retains 'B' CCR on CreditWatch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Fairlawn, Ohio-based engineered rubber products manufacturer
Veyance Technologies Inc., including the 'B' corporate credit
rating, remain on CreditWatch with positive implications, where
S&P initially placed them on Feb. 11, 2014.

"The ratings remain on CreditWatch with positive implications
because the proposed acquisition of Veyance Technologies by
higher-rated Continental AG has yet to be completed, pending
regulatory approval," said Standard & Poor's credit analyst
Svetlana Olsha.

S&P plans to resolve the CreditWatch placement after the
transaction closes.  At that time, S&P could raise or withdraw the
ratings on the company.


WALTER ENERGY: Widens Q2 Loss to $151MM, May File for Bankruptcy
----------------------------------------------------------------
Walter Energy, Inc., disclosed in its quarterly report for the
period ended June 30, 2014, that it may not be able to refinance
any of its indebtedness on commercially reasonable terms or at
all.  If the Company's operations do not generate sufficient cash
flows, and additional borrowings or refinancing are not available
to it, the Company said it may not have sufficient cash to enable
it to meet all of its obligations.

"If we cannot make scheduled payments on our debt or are not in
compliance with our covenants and are not able to amend those
covenants, we will be in default and holders of the Notes could
declare all outstanding principal and interest to be due and
payable, the lenders under the Credit Agreement could terminate
their commitments to loan money, the lenders could foreclose
against the assets securing their borrowings and we could be
forced into bankruptcy or liquidation.  If we are not able to
generate sufficient cash flow from operations, we may need to seek
an amendment to our Credit Agreement to prevent us from
potentially being in breach of our covenants," the Company stated
in the Form 10-Q.

The Company reported a net loss of $151.39 million on $378.35
million of revenues for the three months ended June 30, 2014, as
compared with a net loss of $34.49 million on $441.49 million of
revenues for the same period last year.

For the six months ended June 30, 2014, the Company reported a net
loss of $243.56 million on $792.23 million of revenues as compared
with a net loss of $83.93 million on $932.83 million of revenues
for the same period during the prior year.

The Company's balance sheet at June 30, 2014, showed $5.46 billion
in total assets, $4.90 billion in total liabilities and $557.33
million in total stockholders' equity.

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

                        http://is.gd/wsvoEX

                        About Walter Energy

Walter Energy is a leading, publicly traded "pure-play"
metallurgical coal producer for the global steel industry with
strategic access to high-growth steel markets in Asia, South
America and Europe.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,900 employees with operations in
the United States, Canada and United Kingdom.

                            *    *    *

As reported by the TCR on July 1, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on Birmingham, Ala.-
based Walter Energy Inc. to 'CCC+' from 'B-'.  S&P believes the
company's capital structure is likely unsustainable in the long-
term absent an improvement in met coal prices.

The TCR reported on July 10, 2014, that Moody's downgraded the
Corporate Family Rating of Walter Energy, Inc., to Caa2 from Caa1.
The downgrade in the corporate family rating reflects the
anticipated deterioration in performance, increased cash burn and
increase in leverage, given the recent met coal benchmark
settlement of $120 per tonne for high quality coking coal and our
expectation that meaningful recovery in metallurgical coal markets
is twelve to eighteen months away.


WALTER ENERGY: Bank Debt Trades at 6% Off
-----------------------------------------
Participations in a syndicated loan under which Walter Energy Inc
is a borrower traded in the secondary market at 94.20 cents-on-
the-dollar during the week ended Friday, Aug. 8, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 0.63
percentage points from the previous week, The Journal relates.
Walter Energy Inc. pays 575 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 14, 2018.  The
bank debt carries Moody's B3 rating and Standard & Poor's B-
rating.  The loan is one of the biggest gainers and losers among
249 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


WARNER MUSIC: Incurs $184 Million Net Loss in Third Quarter
-----------------------------------------------------------
Warner Music Group Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $184 million on $788 million of revenues for the
three months ended June 30, 2014, as compared with a net loss of
$62 million on $663 million of revenues for the same period last
year.

For the nine months ended June 30, 2014, the Company reported a
net loss of $279 million on $2.25 billion of revenues as compared
with a net loss of $137 million on $2.10 billion of revenues for
the same period last year.

As of June 30, 2014, the Company had $6.11 billion in total
assets, $5.65 billion in total liabilities and $460 million in
total equity.

"A stronger release schedule, combined with sustained investment
in exceptional artistic talent and first-class execution by our
operators, delivered robust results this quarter," said Stephen
Cooper, Warner Music Group's CEO.  "We are especially pleased to
see our strategic moves pay off, with the acquisition of
Parlophone Label Group (PLG) being a key contributor to this
quarter's success.  We expect our momentum to continue through the
remainder of the fiscal year, due to several exciting artist
releases in the coming months."

"We are pleased with our financial performance with key highlights
including solid revenue growth, improvement in Adjusted OIBDA and
an increase in our cash balance as compared to the prior-year
quarter," added Brian Roberts, Warner Music Group's executive vice
president and CFO.  "Excluding the non-recurring costs associated
with the PLG acquisition and integration, our cash flow from
operations was strong and we remain committed to delivering solid
free cash flow in the quarters to come."

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

                        http://is.gd/HWKTKR

                      About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

Warner Music reported a net loss attributable to the Company $198
million on $2.87 billion of revenues for the fiscal year ended
Sept. 30, 2013, as compared with a net loss attributable to the
Company of $112 million on $2.78 billion of revenues for the
fiscal year ended Sept. 30, 2012.

                           *    *     *

As reported by the TCR on March 28, 2014, Standard & Poor's
Ratings Services affirmed its 'B+' corporate credit rating on
recorded music and music publishing company Warner Music Group
Corp. (WMG).  S&P's rating and negative outlook reflect continued
uncertainty surrounding industry wide revenue and profitability
trends affecting WMG over the intermediate term, despite recent
signs of stabilization in the industry.


WASHINGTON MUTUAL: Chase Beats Rocker Rundgren's Mortgage Suit
--------------------------------------------------------------
Law360 reported that the Ninth Circuit tossed '70s rocker Todd
Rundgren's suit contending JPMorgan Chase Bank NA is liable for
defunct Washington Mutual Bank FA's allegedly fraudulent handling
of his $3 million mortgage, saying the musician failed to exhaust
his administrative remedies before suing.  According to the
report, Rundgren, along with his wife, Michele Rundgren, had sued
the bank in Hawaii federal court to block foreclosure of their
Hawaii residence, alleging WaMu agents created a false loan
application for the couple.

The case is Todd Rundgren, et al v. JPMorgan Chase Bank, Case No.
12-15368 (9th Cir.).

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on September 25, 2008, by
U.S. government regulators.  The next day, WaMu and its affiliate,
WMI Investment Corp., filed separate petitions for Chapter 11
relief (Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu
owns 100% of the equity in WMI Investment.


WAVE SYSTEMS: Reports Q2 Net Revenues of $4.4 Million
-----------------------------------------------------
Wave Systems Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q for the period ended
June 30, 2014.

"I am never satisfied with reporting a loss or a quarterly drop in
sales, however these results for Q2 do not derail Wave's
previously discussed plan or its timing to turn around this
company's financial performance.  The changes that we have made
are still on track to begin having a positive impact in the coming
quarters," said Wave CEO Bill Solms.

"As I have stated over the past several months, our objectives
won't be accomplished in a single quarter or two.  We expect
greater traction from our new sales strategy and new product
launches.  To accomplish this, we have overhauled the bulk of our
sales team and have attracted an impressive group of experienced
and driven industry veterans who understand what needs to be done
to achieve our sales targets.  Such changes are time consuming and
disruptive in the short term, but are critical in building the
groundwork to deliver the stronger, long term results."

Wave disclosed a net loss of $3.79 million on $4.43 million of
total net revenues for the three months ended June 30, 2014, as
compared with a net loss of $3.49 million on $6.74 million of
total net revenues for the same period last year.

For the six months ended June 30, 2014, the Company reported a net
loss of $7.08 million on $9.77 million of total net revenues as
compared with a net loss of $13.70 million on $12.53 million of
total net revenues for the same period in 2013.

The Company's balance sheet at June 30, 2014, showed $15.36
million in total assets, $15.91 million in total liabilities and a
$541,220 total stockholders' deficit.

"Wave may be required to sell shares of common stock, preferred
stock, obtain debt financing or engage in a combination of these
financing alternatives, to raise additional capital to continue to
fund its operations for the twelve-months ending June 30, 2015.
If Wave is not successful in executing its business plan, it will
be required to sell additional shares of common stock, preferred
stock, obtain debt financing or engage in a combination of these
financing alternatives or it could be forced to reduce expenses
which may significantly impede its ability to meet its sales,
marketing and development objectives, or cause it to cease
operations or merge with another company.  No assurance can be
provided that any of these initiatives will be successful.  Due to
our current cash position, our forecasted capital needs over the
next twelve months and beyond, uncertainty as to whether we will
achieve our sales forecast for our products and services and the
fact that we may require additional financing, substantial doubt
exists with respect to our ability to continue as a going
concern," the Company stated in the Form 10-Q Report.

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

                        http://is.gd/kxazNT

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

Wave Systems reported a net loss of $20.32 million in 2013, a net
loss of $33.96 million in 2012 and a net loss of $10.79 million in
2011.

KPMG LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.


WESTMORELAND COAL: Announces Monetization of Port Agreement
-----------------------------------------------------------
Westmoreland Coal Company, through its Coal Valley Resources,
Inc., subsidiary, has entered into several agreements that will
result in all of its Coal Valley Mine export tonnage being shipped
through Ridley Terminals located in Prince Rupert, British
Columbia, Canada, beginning January 2015.  CVRI voluntarily
entered into a Termination Agreement with Westshore Terminals,
located in Roberts Bank, British Columbia, Canada, to terminate
its throughput capacity at Westshore effective as of Dec. 31,
2014.  Under a separate, but related agreement, Cloud Peak Energy
Inc. paid $37 million to CVRI in order to obtain CVRI's capacity
at the fully utilized Westshore Terminals.

"This is a 'win-win' series of agreements," noted Keith E. Alessi,
Westmoreland's chief executive officer.  "We have entered into a
new supply chain collaboration with the CN railroad and Ridley
Terminals.  The rail line to Ridley is better suited to our needs.
In addition, Ridley Terminals has the capacity we need to allow us
to grow our business, and our customers' business.  The
monetization is yet an added benefit.  We look forward to working
with our partners at CN and Ridley."

A full-text copy of the Agreement between Cloud Peak Energy
Logistics LLC and Coal Valley Resources, Inc. dated August 7,
2014, is available for free at http://is.gd/GzbrcQ

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss applicable to common
shareholders of $6.05 million in 2013, a net loss
applicable to common shareholders of $8.58 million in 2012 and a
net loss applicable to common shareholders of $34.46 million in
2011.  As of Dec. 31, 2013, the Company had $946.68 million in
total assets, $1.13 billion in total liabilities and a $187.87
million total deficit.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


XZERES CORP: KLJ & Associates Is New Accountant
-----------------------------------------------
Silberstein Ungar, PLLC, notified Xzeres Corp. that its client
base has been acquired by KLJ & Associates, LLP .  As a result of
the transaction, the Former Accountant effectively resigned as the
Company's independent registered public accounting firm and KLJ &
Associates, as the successor following the transaction, became the
Company's independent registered public accounting firm.  The
engagement of the New Accountant was approved by the Company's
Board of Directors on July 25, 2014.

The Former Accountant's audit reports on the financial statements
of the Company for the fiscal years ended Feb. 28, 2014, and 2013
contained no adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or
accounting principles, except that the audit reports on the
financial statements of the Company for the fiscal years ended
Feb. 28, 2014, and 2013 contained an uncertainty about the
Company's ability to continue as a going concern.

The Company said that during the fiscal years ended Feb. 28, 2014,
and 2013, and through the interim period ended May 31, 2014, there
were no "disagreements" with the Former Accountant on any matter.

During the fiscal years ended Feb. 28, 2014 and 2013, and through
the interim period ended May 31, 2014, there were the following
"reportable events" (as such term is defined in Item 304 of
Regulation S-K).  As disclosed in Part I, Item 4 of the Company's
Form 10-Q for the quarterly period ended May 31, 2014, the
Company's management determined that the Company's internal
controls over financial reporting were not effective as of the end
of such period due to the existence of material weaknesses related
to the following:

  (i) inadequate segregation of duties and effective risk
      assessment; and

(ii) insufficient written policies and procedures for accounting
      and financial reporting with respect to the requirements
      and application of both US GAAP and SEC guidelines.

These material weaknesses have not been remediated as of Aug. 6,
2014.

Prior to retaining the New Accountant, the Company said it did not
consult with the New Accountant regarding either: (i) the
application of accounting principles to a specified transaction,
either contemplated or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements; or (ii)
any matter that was the subject of a "disagreement" or a
"reportable event" (as those terms are defined in Item 304 of
Regulation S-K).

                         About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

XZERES reported a net loss of $9.49 million for the year ended
Feb. 28, 2014, as compared with a net loss of $7.59 million for
the year ended Feb. 28, 2013.

The Company's balance sheet at May 31, 2014, showed $6.80 million
in total assets, $14.43 million in total liabilities and a $7.63
million total stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Feb. 28, 2014.  The independent
auditors noted that  the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


YRC WORLDWIDE: Marc Lasry Reports 23.3% Equity Stake
----------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Marc Lasry and his affiliates disclosed that
as of Aug. 6, 2014, they beneficially owned 7,273,125 shares of
common stock of YRC Worldwide Inc. representing 23.3 percent of
the shares outstanding.  The reporting persons previously held
8,205,062 common shares at March 14, 2014.  A full-text copy of
the regulatory filing is available at http://is.gd/KVrPpn

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

The Company incurred a net loss of $83.6 million in 2013 following
a net loss of $136.5 million in 2012.  As of Dec. 31, 2013, the
Company had $2.06 billion in total assets, $2.66 billion in total
liabilities and a $597.4 million total shareholders' deficit.

                            *    *    *

As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
had upgraded the Corporate Family Rating for YRC Worldwide Inc.
("YRCW") from Caa3 to B3, following the successful closing of its
refinancing transactions.

In the Jan. 31, 2014, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its ratings on Overland Park,
Kansas-based less-than-truckload (LTL) trucker YRC Worldwide Inc.
(YRCW), including the corporate credit rating to 'CCC+' from
'CCC', and removed them from CreditWatch negative, where they were
placed on Jan. 10, 2014.  "The upgrades reflect YRCW's improved
liquidity position and minimal debt maturities as a result of its
proposed refinancing," said Standard & Poor's credit analyst Anita
Ogbara.


WORLDCOM INC: IRS Says High Court Should Skip 'Obsolete' Case
-------------------------------------------------------------
Law360 reported that the Internal Revenue Service has urged the
U.S. Supreme Court to pass on reviewing a decision holding now-
defunct WorldCom Inc. liable for $26 million in excise taxes and
interest on a telecom service for dial-up modems, arguing that the
technology is now obsolete.  According to the report, the question
of whether WorldCom, which later became MCI Inc. and is now a unit
controlled by Verizon Communications Inc., should have paid taxes
on the service as a telephone provider even though it didn't
enable phone calls isn't important anymore, the IRS has argued in
a brief filed July 24.

The case is WorldCom Inc. v. Internal Revenue Service, case number
13-1269, in the U.S. Supreme Court.

WorldCom, Inc., a Clinton, Mississippi-based global communications
company, filed for chapter 11 protection (Bankr. S.D.N.Y. Case No.
02-13532) on July 21, 2002.  On March 31, 2002, WorldCom disclosed
$103,803,000,000 in assets and $45,897,000,000 in debts.  The
Debtors were represented by Weil, Gotshal & Manges LLP.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on April 20, 2004, the Company formally emerged from Chapter 11
protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with Verizon
Communications, Inc.  MCI is now known as Verizon Business, a unit
of Verizon Communications.


ZOGENIX INC: Files Form 10-Q, Posts $62.8MM Net Income in Q2
------------------------------------------------------------
Zogenix, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $62.86 million on $9.16 million of total revenue for the three
months ended June 30, 2014, compared to a net loss of $13.33
million on $8.94 million of total revenue for the same period in
2013.

For the six months ended June 30, 2014, the Company reported net
income of $41.93 million on $16.83 million of total revenue as
compared with a net loss of $34.38 million on $15.92 million of
total revenue for the same period last year.

The Company's balance sheet at June 30, 2014, the Company had
$133.29 million in total assets, $64.98 million in total
liabilities and $68.31 million in total stockholders' equity.

"The Company has incurred significant net losses since inception
and has relied on its ability to fund its operations through
equity financings, debt financings, revenues from the sale of
product and proceeds from business collaborations.  As the Company
continues to incur losses, successful transition to profitability
is dependent upon achieving a level of revenues adequate to
support the Company's cost structure.  This may not occur and,
unless and until it does, the Company will continue to need to
raise additional cash.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern," the
Company stated in the Quarterly Report.

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

                        http://is.gd/eGTkGi

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Zogenix reported a net loss of $80.85 million in 2013, as compared
with a net loss of $47.38 million in 2012.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company's recurring losses from operations and lack of
sufficient working capital raise substantial doubt about its
ability to continue as a going concern.


ZOGENIX INC: To Issue 2.7 Million Common Shares Under Plan
----------------------------------------------------------
Zogenix, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registration statement to register
2,700,000 shares of common stock issuable under the Company's
Employment Inducement Equity Incentive Award Plan for a proposed
maximum aggregate offering price of $8.7 million.  A full-text
copy of the prospectus is available for free at:

                       http://is.gd/0guWFb

                        About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Zogenix reported a net loss of $80.85 million in 2013, as compared
with a net loss of $47.38 million in 2012.

The Company's balance sheet at June 30, 2014, showed $133.29
million in total assets, $64.98 million in total liabilities and
$68.31 million in total stockholders' equity.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company's recurring losses from operations and lack of
sufficient working capital raise substantial doubt about its
ability to continue as a going concern.


* Barclays Seeks Dismissal of New York Dark Pool Lawsuit
--------------------------------------------------------
Christie Smythe and Chris Dolmetsch, writing for Bloomberg News,
reported that Barclays Plc asked a judge to throw out New York
Attorney General Eric Schneiderman's lawsuit that accused the bank
of lying to customers and hiding the role of high-frequency
traders to boost its dark pool profile.  According to the report,
the London-based bank said the lawsuit fails to show any investors
were harmed and is based on "clear and substantial factual
errors," according to a filing in Manhattan state court.  The
attorney general's office also took New York's securities law --
the Martin Act -- too far in bringing the lawsuit, the bank
alleged, the report related.

The case is New York v. Barclays Capital (JNK), 451391-2014,
Supreme Court of the State of New York, County of New York.


* BofA Ordered to Pay $1.27 Billion Over Mortgage Fraud
-------------------------------------------------------
Christina Rexrode and Julie Steinberg, writing for The Wall Street
Journal, reported that state and federal officials have collected
big penalties from the top ranks of Bank of America Corp. and its
Countrywide Financial Corp. mortgage unit for their roles in the
financial crisis.  According to the report, a federal judge added
a midlevel mortgage manager, Rebecca Mairone, to the list of those
punished.  The Journal said that in addition to the $1.27 billion
penalty levied on the Charlotte, N.C., bank, Judge Jed Rakoff
ordered Ms. Mairone to pay $1 million.


* BofA Deal Hung Up Over Penalties Tied to Countrywide, Merrill
---------------------------------------------------------------
Christina Rexrode and Andrew Grossman, writing for The Wall Street
Journal, reported that negotiations between Bank of America Corp.
and the Justice Department have hit a snag over whether the firm
should pay a cash penalty for the dealings of Countrywide
Financial Corp. and Merrill Lynch & Co., according to people
familiar with the talks.  Bank of America has offered $13 billion
to end the government's mortgage-securities probe, including a
combination of fines and consumer assistance, which could include
credit for measures such as writing down the values of mortgages
for struggling homeowners, but the Justice Department is demanding
billions more -- and wants a bigger chunk in fines, these people
said.


* Dollar General Said to Explore Family Dollar Bid
--------------------------------------------------
David Welch, Matthew Campbell and Matt Townsend, writing for
Bloomberg News, reported that Dollar General Corp. is weighing a
bid for Family Dollar Stores Inc. that would challenge Dollar Tree
Inc.'s $8.5 billion takeover of the discount retailer, people with
knowledge of the matter said.  According to the report, Dollar
General is working with an adviser to evaluate its options and
knows that banks are willing to finance a counterbid, one of the
people said, asking not to be identified discussing private
information.

Selina Wang, Beth Jinks and Cotten Timberlake, writing for
Bloomberg News, previously reported that Dollar Tree has agreed to
buy Family Dollar for about $8.5 billion, with Dollar Tree paying
$74.50 a share in cash and stock.  Including debt, the deal has a
value of about $9.2 billion, the Bloomberg report said.

Bloomberg related that while Dollar General had earlier passed on
the chance to bid for Family Dollar, the company is re-evaluating
its options out of concern that the smaller retailer may soon be
out of its reach for good, two people said.


* MoneyPak Opens Path to Fraud Schemes
--------------------------------------
Matthew Goldstein, writing for The New York Times' DealBook,
reported that federal authorities are sounding alarms about a wide
range of fraudulent schemes involving a popular prepaid money card
product.  According to the report, abuses relating to the card,
called MoneyPak, are mounting as the market in prepaid cards is
increasingly finding favor with Americans who don't have access to
a traditional bank account or credit card.


* Royal Bank of Scotland To Revamp Restructuring Unit Amid Probe
----------------------------------------------------------------
Chad Bray, writing for The New York Times' DealBook, reported that
the Royal Bank of Scotland is revamping its controversial unit
that assists businesses facing serious financial difficulties,
according to a person briefed on the matter.  The unit, the Global
Restructuring Group, will be disbanded and replaced by a new
restructuring group to be headed by Laura Barlow, who joined the
bank in 2009, the DealBook said, citing the person, who wasn?t
authorized to discuss the matter publicly.  A report by a British
businessman and government adviser, Lawrence Tomlinson, claimed
the unit artificially forced some businesses facing financial
troubles into default so that the R.B.S. unit could profit, the
DealBook related.


* UAW Sued for Treating Plant Workers Unequally
-----------------------------------------------
Law360 reported that United Auto Workers was hit with a suit in a
Michigan federal court by a group of temporary employees Michigan
auto plants who accused the union of forcing them into dodgy
contracts and accepting union dues from the workers without proper
representation.  According to the report, nearly 200 workers of
Automotive Component Holdings accuse the UAW of failing to
represent them properly even as they paid union dues, in addition
to subjecting them to pressure to blindly sign and vote for
contracts for which they lacked the details.

The case is Barker et al v. International United Auto Workers,
Case No. 2:14-cv-12997 (E.D. Mic.).


* Judge Threatens Argentina With Contempt
-----------------------------------------
Alexandra Stevenson, writing for The New York Times' DealBook,
reported that U.S. District Judge Thomas P. Griesa in Manhattan
told Argentina to cease making "false and misleading" statements
that it did not default on July 30.  He added that if Argentina
continued to defy his orders, he would have to consider it in
contempt of court, the report related.


* Banks Face Hit from CFPB on $30 Billion in Overdraft Fees
-----------------------------------------------------------
Carter Dougherty, writing for Bloomberg News, reported that the
$30 billion banks collect in overdraft fees each year may shrink
as the U.S. Consumer Financial Protection Bureau imposes rules
aimed at shielding customers from harm.  According to the report,
the agency, which issued a study on the fees on July 31, is also
weighing regulations to improve consumer awareness of overdraft
costs and restrict how banks can debit transactions and impose
fees, according to a senior agency official.


* CFTC Says Flexibility Vital to Oversee Cross-Border Swaps
-----------------------------------------------------------
Andrew Zajac and Silla Brush, writing for Bloomberg News, reported
that U.S. regulators need flexibility in overseeing cross-border
swaps, a lawyer for the Commodity Futures Trading Commission told
a federal judge as he defended the agency's reliance on guidance
rather than formal rules in a lawsuit brought by Wall Street's
largest lobbying groups.  According to the report, Congress
directed the CFTC to regulate overseas trading of swaps to prevent
a catastrophic market failure like the one involving American
International Group Inc. in 2008, Robert Schwartz, a lawyer for
the agency, said at a hearing in federal court in Washington.

The case is SIFMA v. U.S. CFTC, 13-cv-1916, U.S. District Court,
District of Columbia (Washington).


* Ending Too Big to Fail Could Rest on Obscure Contract Language
----------------------------------------------------------------
Jesse Hamilton and Silla Brush, writing for Bloomberg News,
reported that Wall Street and global financial regulators, trying
to squash the lingering perception that banks remain "too big to
fail," are looking to an obscure change in derivatives contracts
to solve the problem.  According to the report, the main industry
group for the $700 trillion global swaps market is rewriting
international protocols to impose a "stay" or pause designed to
prevent trading partners from calling in collateral all at once
when a bank nears failure.  The new protocol "puts another nail in
the coffin of ?too big to fail,'" Wilson Ervin, a senior adviser
at Credit Suisse Group AG and the bank's chief risk officer during
the 2008 crisis, said in an e-mail to Bloomberg.


* Lew Can Use Tax Rule to Slow Inversions, Ex-Official Says
-----------------------------------------------------------
Richard Rubin, writing for Bloomberg News, reported that the U.S.
Treasury Department's former top international tax lawyer said the
department should use immediate stopgap regulations to make
offshore transactions known as corporate inversions less
lucrative.  According to the report, citing Stephen Shay, the
administration can unilaterally limit inverted companies from
taking interest deductions in the U.S. or from accessing their
foreign cash without paying U.S. taxes.


* Lloyds Bank to Pay $380MM+ Over Rate Manipulation Inquiries
-------------------------------------------------------------
Chad Bray, writing for writing for The New York Times' DealBook,
reported that the Lloyds Banking Group agreed to pay more than
$380 million to British and United States authorities to resolve
investigations into the manipulation of rates, including one used
to determine fees paid by Lloyds for taxpayer-backed funding
during the financial crisis.  The bank will also pay an additional
7.76 million British pounds, or about $13.2 million, to compensate
the Bank of England for the manipulation of another benchmark
rate, which was used to determine fees paid under an emergency
funding program for financial institutions during the financial
crisis, the report related.


* New Legislation Targets Inversions from Different Angle
---------------------------------------------------------
David Gelles, writing for writing for The New York Times'
DealBook, reported that lawmakers in Washington ratcheted up the
pressure on companies seeking tax relief by moving overseas,
introducing a bill that would withhold government contracts from
companies that undertake so-called inversion deals.  According to
the report, the No Federal Contracts for Corporate Deserters Act -
- introduced by four Democrats, Senators Richard Durbin of
Illinois and Carl Levin of Michigan, and Representatives Rosa
DeLauro of Connecticut and Lloyd Doggett of Texas -- seeks to
discourage companies from reincorporating abroad by threatening to
withhold federal dollars from the offending companies.


* BOND PRICING -- For Week From Aug. 4 to 8, 2014
-------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
Alion Science &         ------  ------ ---------  -------------
  Technology Corp       ALISCI  10.250    80.333       2/1/2015
Allen Systems
  Group Inc             ALLSYS  10.500    50.500     11/15/2016
Allen Systems
  Group Inc             ALLSYS  10.500    52.500     11/15/2016
Ark of Safety
  Christian
  Church Inc            AOSCC    6.500     9.000     10/15/2015
Brookstone Co Inc       BKST    13.000    38.250     10/15/2014
Brookstone Co Inc       BKST    13.000    45.000     10/15/2014
Brookstone Co Inc       BKST    13.000    38.125     10/15/2014
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    41.500     12/15/2014
Caesars Entertainment
  Operating Co Inc      CZR     10.000    29.500     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.750    59.233       2/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     12.750    33.500      4/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      6.500    59.500       6/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     10.000    31.250     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.750    56.875       2/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     10.000    31.750     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    29.750     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.750    56.875       2/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     10.000    29.750     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    31.750     12/15/2018
Champion
  Enterprises Inc       CHB      2.750     0.250      11/1/2037
Endeavour
  International Corp    END     12.000    48.500       6/1/2018
Endeavour
  International Corp    END      5.500    41.750      7/15/2016
Energy Conversion
  Devices Inc           ENER     3.000     0.125      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU      8.175     1.000      1/30/2037
Energy Future
  Holdings Corp         TXU      5.550    85.000     11/15/2014
FairPoint
  Communications
  Inc/Old               FRP     13.125     1.000       4/2/2018
Global Geophysical
  Services Inc          GGS     10.500    27.854       5/1/2017
Global Geophysical
  Services Inc          GGS     10.500    31.250       5/1/2017
Hertz Corp/The          HTZ      6.900   100.050      8/15/2014
Iglesia Templo
  Jerusalen             ITJE     7.800    26.000     12/12/2017
Iglesia Templo
  Jerusalen             ITJE     7.800    25.950     12/12/2019
Iglesia Templo
  Jerusalen             ITJE     7.500    26.000     12/12/2014
James River Coal Co     JRCC     7.875    12.500       4/1/2019
James River Coal Co     JRCC     4.500     7.000      12/1/2015
James River Coal Co     JRCC    10.000     7.000       6/1/2018
James River Coal Co     JRCC     3.125     2.125      3/15/2018
James River Coal Co     JRCC    10.000    11.000       6/1/2018
LBI Media Inc           LBIMED   8.500    30.000       8/1/2017
Las Vegas Monorail Co   LASVMC   5.500    10.000      7/15/2019
Lehman Brothers Inc     LEH      7.500    13.500       8/1/2026
MF Global Holdings Ltd  MF       6.250    45.500       8/8/2016
MF Global Holdings Ltd  MF       1.875    44.500       2/1/2016
MModal Inc              MODL    10.750    10.375      8/15/2020
MModal Inc              MODL    10.750    10.125      8/15/2020
Mohegan Tribal
  Gaming Authority      TRIBAL   7.125    99.750      8/15/2014
Momentive Performance
  Materials Inc         MOMENT  11.500    29.250      12/1/2016
Motors Liquidation Co   MTLQQ    7.200    11.250      1/15/2011
Motors Liquidation Co   MTLQQ    6.750    11.250       5/1/2028
Motors Liquidation Co   MTLQQ    7.375    11.250      5/23/2048
NII Capital Corp        NIHD    10.000    26.000      8/15/2016
NII Capital Corp        NIHD     7.625    25.250       4/1/2021
NII Capital Corp        NIHD     8.875    32.055     12/15/2019
OnCure Holdings Inc     RTSX    11.750    48.875      5/15/2017
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Savient
  Pharmaceuticals Inc   SVNT     4.750     0.125       2/1/2018
TMST Inc                THMR     8.000    13.100      5/15/2013
Terrestar
  Networks Inc          TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    37.250       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    13.875      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    14.500      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    14.250      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    38.750       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    14.000      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    13.875      11/1/2016
Tunica-Biloxi
  Gaming Authority      PAGON    9.000    60.750     11/15/2015
Western Express Inc     WSTEXP  12.500    82.250      4/15/2015
Western Express Inc     WSTEXP  12.500    84.750      4/15/2015



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***