TCR_Public/140822.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, August 22, 2014, Vol. 18, No. 233

                            Headlines

261 EAST: Hearing on Tyco Integrated's Bid Adjourned to Sept. 4
ACTIVECARE INC: Reports $3.5 Million Net Loss in June 30 Quarter
ADELPHI ACADEMY: Court Fixes Sept. 5 as Claims Bar Date
ADELPHI ACADEMY: Files Schedules of Assets and Liabilities
ADVANCED MICRO DEVICES: Grants $17.5-Mil. Equity Awards to Execs

ALION SCIENCE: Extends Maturity of Wells Fargo Credit Facility
AMERICAN APPAREL: Expects to Report $15 Million Q2 Net Loss
ARMORWORKS ENTERPRISES: Chapter 11 Plan Set for Confirmation
ATLANTIC INSULATION: Case Summary & 20 Top Unsecured Creditors
BEHRINGER HARVARD: Hotel Palomar Sold for $48 Million

B&B ALEXANDRIA: Wants to Hire Tyler Bartl as Counsel
B&B ALEXANDRIA: Files Schedules of Assets and Liabilities
BIOFUELS POWER: Incurs $500,000 Net Loss in Half Year 2014
BREF HR LLC: Doesn't Have Funds to Pay $48.6-Mil. Interest
BUCCANEER RESOURCES: Combined Hearing on Plan, DS on Sept. 9

BUDD COMPANY: U.S. Trustee Forms Five-Member Asbestos Committee
CAESARS ENTERTAINMENT: CEOC Expects to Reduce Debt by $548MM
CIRCLE STAR: Amended Report Shows $708K Income for Jan. 31 Qtr
COMPANION DIAGNOSTICS: Case Summary & 12 Top Unsecured Creditors
COTTONWOOD ESTATES: Confirms Plan of Reorganization

CRUMBS BAKE SHOP: Cancels Auction, Seeks Sale to Investors
DDMD TRUCKING: Voluntary Chapter 11 Case Summary
DELTATHREE INC: Stockholders Elected 7 Directors
DEMCO INC: Committee OK'd to Pursue Claims and Causes of Action
DENVER PARENT: Moody's Lowers Corporate Family Rating to 'Caa2'

DETROIT, MI: Reaches Agreement with DSWD Financial Parties
DETROIT, MI: Proposes Tender Offer to Issue $5.5-Bil. DSWD Bonds
ENERGY FUTURE: Deadline to File Proofs of Claim Set for Oct. 27
ENERGY FUTURE: Has Until Aug. 27 to Decide on Unexpired Leases
ENERGY FUTURE: Oct. 14 Deadline to Challenge Lender Stipulations

FIRED UP: Premium Finance Agreement Has Final Approval
FOUR OAKS: Raises $24MM From Rights Offering; Adopts Rights Plan
FREEDOM INDUSTRIES: Aug. 29 Hearing on Briefs on AIG Settlement
FUSION TELECOMMUNICATIONS: Incurs $2.9 Million Net Loss in Q2
GENERAL STEEL: Incurs $16.5 Million Net Loss in Second Quarter

GENESIS HEALTHCARE: S&P Keeps B CCR on Skilled Healthcare Merger
GOLDKING HOLDINGS: Confirms Plan of Reorganization
HCSB FINANCIAL: Had $370,000 Q2 Loss, Critically Undercapitalized
HDGM ADVISORY: KFH et al. Seek Chapter 11 Trustee Appointment
IBCS MINING: Seeks Approval of Community Trust Loan

IFS FINANCIAL: Trustee Properly Removed for Expensing Vacation
INDEPENDENCE TAX II: Incurs $118,800 Net Loss in June 30 Quarter
INTERMETRO COMMUNICATIONS: Incurs $797,000 Net Loss in 2nd Qtr.
JENNER'S COMMONS: Voluntary Chapter 11 Case Summary
KID BRANDS: Selling 'Sassy' Business Unit for $14 Million

LARRY WILLIAMSON: Case Summary & Unsecured Creditor
MANISTIQUE PAPERS: Aug. 28 Hearing on Lowenstein Order Review
MARINA BIOTECH: Posts $3.9 Million Net Income in Second Quarter
MOMENTIVE PERFORMANCE: Files Supplemental Brief on Trustee Rift
MOMENTIVE PERFORMANCE: Trustees File Supplemental Brief

MOMENTIVE PERFORMANCE: Newco Officers and Directors Unveiled
MOMENTIVE PERFORMANCE: $38.5BB in Claims Filed; Review Begins
MOUNTAIN PROVINCE: Welcomes Issuance of Land Use Permit License
MUD KING: Hearing on Plan Outline Continued Until Sept. 22
MUD KING: Reserves Right on National Oilwell's Estimation Appeal

MUD KING: Reserves Right to Object to NOV's Estimation Appeal
NEWLEAD HOLDINGS: Ironridge Seeks 1.3MM Additional Common Shares
NII HOLDINGS: Fucata to Buy Chilean Operating Unit
OCWEN FINANCIAL: S&P Affirms 'B+' ICR & Revises Outlook to Neg.
OPTIM ENERGY: Okayed to Sell Assets to Major Oak for $125MM Cash

ORECK CORP: Unsecured Creditors to Get Pro Rata Share Under Plan
OZ GAS: Oct. 2 Hearing on Confirmation of Fifth Amended Plan
PENN WEST: Obtains Waivers From Senior Unsecured Noteholders
PLANT INSULATION: Insurers' Appeal to Confirmation Order Rejected
SOLAR TRUST OF AMERICA: German Lawyer's Claim Goes to Trial

PROLIANCE INTERNATIONAL: Court Rules in Avoidance Suit v. JNJ
REDDY ICE: Credit Amendment No Impact on Moody's 'B3' CFR
REMY INT'L: Moody's Affirms 'B1' Corporate Family Rating
REVEL AC: Dec. 16 Set as Governmental Claims Bar Date
ROBERTS LAND: Reorganization Plan Consummated; Ch. 11 Case Closed

S.B. RESTAURANT: Has Going-Concern Buyer in Chalak Mitra Unit
S.B. RESTAURANT: Cooley LLP Approved as Counsel for Committee
S.B. RESTAURANT: Files Schedules of Asset and Liabilities
S.B. RESTAURANT: U.S. Trustee Withdraws Objection to GT Employment
S.B. RESTAURANT: Taps Deloitte Transactions to Provide CRO

SENSATA TECHNOLOGIES: S&P Revises Outlook & Retains 'BB+' CCR
SHOTWELL LANDFILL: Final Hearing on Plan Outline Set for Sept. 15
SIERRA NEGRA: Withdraws Bid for Final Order Closing the Case
SOLAR POWER: Incurs $1.3 Million Net Loss in Second Quarter
STARR PASS: US Trustee Unable to Form Creditor's Committee

STARR PASS: Opposes Bank's Bid for Case Dismissal
TECHPRECISION CORP: Incurs $1.3-Mil. Net Loss in June 30 Quarter
TELEXFREE LLC: Mesirow Financial Approved as Trustee's Accountant
TELEXFREE LLC: Murphy & King OK'd as Chapter 11 Trustee's Counsel
TELEXFREE LLC: Stuart A. MacMillan Approved as Interim CEO

TELEXFREE LLC: Trustee OK'd to Employ KCC as Administrative Agent
TELEXFREE LLC: William Runge III OK'd Chief Restructuring Advisor
TENET HEALTHCARE: 9.25% Senior Notes Delisted From NYSE
THELEN LLP: Unfinished-Business Suit Finished Off by 2nd Circuit
THOMAS M. COOLEY: S&P Lowers ICR to BB+ on Restructuring Efforts

THERMOENERGY CORP: Delays Form 10-Q Over Limited Staff
TRANS-LUX CORP: Gabelli Funds Hold 24.7% Equity Stake
TRAVELPORT WORLDWIDE: Plans to Raise $100MM From Public Offering
TRISTAR WELLNESS: Incurs $1.9 Million Net Loss in Second Quarter
UNI-PIXEL INC: Shareholders Elected 8 Directors

UNITED AMERICAN: CEO Affiliate Buys $753,000 Fifth Third Debt
UNIVERSAL SOLAR: Incurs $202,000 Net Loss in Second Quarter
US RENAL CARE: S&P Revises Outlook to Stable & Affirms 'B' CCR
VERITEQ CORP: Revises 2013 Annual Report for Accounting Error
VERTICAL COMPUTER: Incurs $187,000 Net Loss in Second Quarter

WAFERGEN BIO-SYSTEMS: Appoints COO and CFO
WATERSCAPE RESORT: Pavarini Must Comply With Construction Deal
WESTMORELAND COAL: Names Energy Vet Terry Bachynski as Director
WINDSOR PETROLEUM: Paul M. Leand, Jr. Authorized to Serve as CRO
WINDSOR PETROLEUM: Prime Clerk Approved as Administrative Advisor

WINDSOR PETROLEUM: Gets Court OK to Pay Critical Vendor Claims
WINDSOR PETROLEUM: Has Until Aug. 27 to File Schedules
WINDSOR PETROLEUM: Meeting of Creditors Continued Until Sept. 3
WINDSOR PETROLEUM: US Trustee Unable to Form Creditors Committee
WINDSOR PETROLEUM: Young Conaway Approved as Bankruptcy Counsel

WOMAN'S CLUB: Wieland Announces Reorganization Plan Confirmation
WORLD IMPORTS: Has Until Aug. 29 to Use PNC Bank Cash Collateral
WORLD SURVEILLANCE: Had $880,000 Net Loss in Second Quarter
YARWAY CORPORATION: Aug 27 Deadline to File Claims in Miller Case

* No Unconstitutional Taking from Larger Homestead Exemption
* Pittsburgh Lawyer in Disciplinary Proceeding Defaults on Appeal

* Bank Agrees to Pay $16.65 Billion in Cash and Consumer Aid

* BOOK REVIEW: Lost Prophets -- An Insider's History of the
               Modern Economists


                             *********


261 EAST: Hearing on Tyco Integrated's Bid Adjourned to Sept. 4
---------------------------------------------------------------
The Bankruptcy Court adjourned to Sept. 4, 2014, at 9:45 a.m., the
hearing to consider Tyco Integrated Security LLC's motion on its
administrative claim against Reorganized 261 East 78 Realty
Corporation or 261 East 78 Lofts, LLC, plan funder, or, in the
alternative, to vacate the confirmation order entered in the
Chapter 11 case.

The hearing was adjourned from July 30.

According to Tyco, the Debtor and the plan funder (1) at
confirmation failed to pay Tyco $46,364 for postpetition goods and
services provided by Tyco for the benefit of the Debtor and its
real property located at 261 East 78th Street, New York City, and
(2) following entry of the Confirmation Order, failed to serve
Tyco with the confirmation order containing the notice of
administrative bar date thereby violating Tyco's due process
rights associated with its claim for goods and services rendered.

As reported in the Troubled Company Reporter on July 18, 2014,
Tyco objected to the Reorganized Debtor's application in support
of entry of final decree on the basis that the Debtor failed to
serve the confirmation order containing the notice of
administrative bar date thereby violating TIS's due process rights
associated with approximately $46,364 in payments for goods and
services rendered.

TIS provided goods and services to the Debtor, including the
installation of fire, security, and CCTV systems, and the
maintenance and monthly monitoring of the systems.  Despite the
various prepetition contracts, TIS was not listed in the Debtor's
schedules, nor did TIS receive notice of the commencement of the
Debtor's bankruptcy case.  At the Debtor's request, TIS continued
to provide services to the Debtor on a postpetition basis, and the
parties also entered into various postpetition contracts for
additional goods and services.  Pursuant to TIS's books and
records, as of May 9, 2014, TIS is owed not less than $46,364.56
for goods and services provided to the Debtor pursuant to the TIS
contracts.

As reported by the TCR on March 19, 2014, Jonathan S. Pasternak,
Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, on
behalf of the Debtor, asks the Court for to enter a final decree
closing the Debtor's case.  Mr. Pasternak said the Debtor has
substantially consummated its Second Amended Plan of
Reorganization.

In its objection, TIS requested that the Court refrain from
entering the final decree in this case until TIS resolves a
dispute with the Debtor or determines that an entity other than
the Debtor is solely liable for the TIS Claim.

TIS submitted that regardless of the status of the amounts due to
TIS on the TIS claim, either an administrative expense or a cure
claim, the TIS Claim should be paid in full by the Debtor.

The confirmation order set Feb. 28, 2014, as the administrative
expense claim bar date.  TIS said it was not served with
confirmation order, was unaware of the administrative expense
claim bar date, and, until very recently, remained unaware of the
Debtor's pending bankruptcy case.

                         About 261 East

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  The case was assigned to Judge
Robert E. Gerber.  The Chapter 11 filing was precipitated by the
commencement of foreclosure proceedings on the premises.  The
Debtor scheduled $20.2 million in assets and $18.8 million in
liabilities.  The petition was signed by Lee Moncho, president.

Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise
& Wiederkehr, LLP, in White Plains, N.Y., represents the Debtor as
counsel.

Matthew W. Olsen, Esq., at Katten Muchin Rosenman LLP, in New
York, N.Y., represents MB Financial Bank, N.A., as counsel.

Pursuant to the Plan Term Sheet, the Plan will be funded by
amounts made available by (i) the Plan Funder, of which $1,500,000
will be deposited in the Plan Fund Account and $10,700,000 will be
distributed to MB Financial Bank, N.A., on account of its Allowed
Class 2 Claim or (ii) the net proceeds of a Public Sale of the
Debtor's Property conducted pursuant to the Plan, of which
$11,000,000 will be distributed to MB on account of its Allowed
Class 2 Claim and the balance will be used to make payments due
under the Plan.

Judge Gerber on Jan. 29, 2014, issued an order confirming 261 East
78 Realty's Second Amended Chapter 11 Plan of Reorganization after
determining that the Plan complies with the confirmation
requirements laid out in the Bankruptcy Court.


ACTIVECARE INC: Reports $3.5 Million Net Loss in June 30 Quarter
----------------------------------------------------------------
ActiveCare, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
attributable to common stockholders of $3.48 million on $800,174
of total revenues for the three months ended June 30, 2014,
compared to a net loss attributable to common stockholders of
$3.20 million on $4.32 million of total revenues for the same
period a year ago.

The Company also reported a net loss attributable to common
stockholders of $13.31 million on $4.31 million of total revenues
for the nine months ended June 30, 2014, compared to a net loss
attributable to common stockholders of $9.36 million on $11.41
million of total revenues for the same period in 2013.

As of June 30, 2014, the Company had $9.49 million in total
assets, $10.96 million in total liabilities and a $1.46 million
total stockholders' deficit.

The Company's cash balance as of June 30, 2014, was $379,000.  As
of June 30, 2014, the Company had a working capital deficit of
$3,642,000, compared to a working capital deficit of $3,251,000 as
of Sept. 30, 2013.

"The Company continues to incur negative cash flows from operating
activities and recurring net losses.  The Company had negative
working capital as of June 30, 2014 and September 30, 2013.  These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern," the Company said in the
Report.

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

                         http://is.gd/GhpIbb

                           About ActiveCare

South West Valley City, Utah-based ActiveCare, Inc., is organized
into three business segments based primarily on the nature of the
Company's products.  The Stains and Reagents segment is engaged in
the business of manufacturing and marketing medical diagnostic
stains, solutions and related equipment to hospitals and medical
testing labs.  The CareServices segment is engaged in the business
of developing, distributing and marketing mobile health monitoring
and concierge services to distributors and customers.  The Chronic
Illness Monitoring segment is primarily engaged in the monitoring
of diabetic patients on a real time basis.

The Company's business plan is to develop and market products for
monitoring the health of and providing assistance to mobile and
homebound seniors and the chronically ill, including those who may
require a personal assistant to check on them during the day to
ensure their safety and well being.

ActiveCare incurred a net loss attributable to common stockholders
of $25.95 million the year ended Sept. 30, 2013, as compared with
a net loss attributable to common stockholders of $12.42 million
for the year ended Sept. 30, 2012.

Tanner LLC, in Salt Lake City, Utah, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2013.  The independent auditors noted that
the Company has incurred recurring losses, has negative cash flows
from operating activities, has negative working capital, and has
negative total equity.  These conditions, among others, raise
substantial doubt about its ability to continue as a going
concern.


ADELPHI ACADEMY: Court Fixes Sept. 5 as Claims Bar Date
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
established Sept. 5, 2014, as the deadline for all persons and
entities holding or asserting a claim against Adelphi Academy,
operator of the Adelphi Academy of Brooklyn, to file their proofs
of claim.

Governmental entities, on the other hand, are given until Dec. 15,
2014, to file their proofs of claim.

                        About Adelphi Academy

Adelphi Academy -- operator of the Adelphi Academy of Brooklyn, a
not-for-profit, 501(c)(3), private and independent school from
property it owns at 8515 Ridge Boulevard in Bay Ridge, Brooklyn --
filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 14-43065) in
Brooklyn on June 16, 2014.  The bankruptcy case is assigned to
Judge Elizabeth S. Stong.

The proposed attorney for the Debtor is A. Mitchell Greene, Esq.
at Robinson, Brog, Leinwand, Greene, Genovese, & Gluck PC of New
York, New York.

Metropolitan Commercial Bank is represented by Lee Attanasio,
Esq., at Sidley Austin LLP, in New York.


ADELPHI ACADEMY: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Adelphi Academy, d/b/a Adelphi Academy of Brooklyn, filed with the
U.S. Bankruptcy Court for the Eastern District of New York its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $15,000,000
  B. Personal Property              $782,581
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $5,920,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $304,068
                                 -----------      -----------
        TOTAL                    $15,782,581       $6,251,352

                        About Adelphi Academy

Adelphi Academy -- operator of the Adelphi Academy of Brooklyn, a
not-for-profit, 501(c)(3), private and independent school from
property it owns at 8515 Ridge Boulevard in Bay Ridge, Brooklyn --
filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 14-43065) in
Brooklyn on June 16, 2014.  The bankruptcy case is assigned to
Judge Elizabeth S. Stong.

The proposed attorney for the Debtor is A. Mitchell Greene, Esq.
at Robinson, Brog, Leinwand, Greene, Genovese, & Gluck PC of New
York, New York.

Metropolitan Commercial Bank is represented by Lee Attanasio,
Esq., at Sidley Austin LLP, in New York.


ADVANCED MICRO DEVICES: Grants $17.5-Mil. Equity Awards to Execs
----------------------------------------------------------------
The Compensation Committee of the Board of Directors of Advanced
Micro Devices, Inc., approved the aggregate grant date fair value
of equity awards for these named executive officers of the
Company:

Named Executive Officer                             Award Value
-----------------------                             -----------
Rory P. Read                                        $6,500,000
President and Chief Executive Officer

Devinder Kumar                                      $2,000,000
Senior Vice President and
Chief Financial Officer

John Byrne                                          $2,500,000
Senior Vice President and
General Manager, Computing
and Graphics Business Group

Mark D. Papermaster                                 $2,500,000
Senior Vice President and
Chief Technology Officer

Lisa Su                                             $4,000,000
Senior Vice President and
Chief Operating Officer

On the grant date, each of the Named Executive Officer's Award
Value will be converted into a mix of time-based stock options
(with a grant date fair value equal to 25% of the Award Value),
time-based restricted stock units (with a grant date fair value
equal to 25% of the Award Value) and performance-based restricted
stock units (with a grant date fair value equal to 50% of the
Award Value) using a $4.10 share price for the time-based stock
options, time-based restricted stock units and performance-based
restricted stock units and a 38.86% binominal factor for the time-
based stock options.  These awards were granted on
Aug. 12, 2014, under the Advanced Micro Devices, Inc. 2004 Equity
Incentive Plan, as amended and restated.

Time-Based Stock Options.  The time-based stock options will have
an exercise price equal to 100% of the fair market value of the
Company's common stock on the grant date and will vest 33 1?3% on
Aug. 12, 2015, and 8 1?3% per quarter over the next eight
following quarters.

Time-Based RSUs.  The time-based restricted stock units will vest
33 1?3% on each of Aug. 9, 2015, 2016 and 2017.

Performance-Based RSUs.  The initial number of performance-based
restricted stock units that may be earned will be based upon the
Company achieving a certain pre-established target level of
adjusted non-GAAP operating income plus interest expense over a
two-year performance period commencing on Jan. 1, 2014, and ending
on Dec. 31, 2015.  Once the initial award amount is determined,
the performance-based restricted stock units will then be subject
to adjustment based upon a second metric, the Company's total
shareholder return relative to the TSR of the S&P 500 IT Sector
over the Performance Period.  If the Company's TSR for the
Performance Period is at or above the 75th percentile, then the
Named Executive Officer will earn 125% of the initial number of
shares.  If the Company's TSR for the Performance Period is above
the 25th percentile and below the 75th percentile, a proportionate
adjustment between 75% and 125% is applied to the initial number
of shares based on relative performance between the 25th and 75th
percentile.

The earned performance-based restricted stock units vest 50% upon
completion of the Performance Period and 50% on the one-year
anniversary of the completion of the Performance Period.

                   About Advanced Micro Devices

Sunnyvale, California-based Advanced Micro Devices, Inc., is a
global semiconductor company.  The Company's products include x86
microprocessors and graphics.

Advanced Micro incurred a net loss of $83 million on $5.29 billion
of net revenue for the year ended Dec. 28, 2013, as compared with
a net loss of $1.18 billion on $5.42 billion of net revenue for
the year ended Dec. 29, 2012.

                          *     *     *

In August 2013, Standard & Poor's Ratings Services revised its
outlook on Advanced Micro to negative from stable.  At the same
time, S&P affirmed its 'B' corporate credit and senior unsecured
debt ratings on AMD.

As reported by the TCR on June 5, 2014, Fitch Ratings had upgraded
the long-term Issuer Default Rating (IDR) for Advanced Micro
Devices Inc. (NYSE: AMD) to 'B-' from 'CCC'.  The upgrade
primarily reflects AMD's improved financial flexibility from
recent refinancing activity, which extends meaningful debt
maturities until 2019.

In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service
lowered Advanced Micro Devices' corporate family rating to B2 from
B1.  The downgrade of the corporate family rating to B2 reflects
AMD's prospects for weaker operating performance and liquidity
profile over the next year as the company commences on a multi-
quarter strategic reorientation of its business in the face of a
challenging macro environment and a weak PC market.


ALION SCIENCE: Extends Maturity of Wells Fargo Credit Facility
--------------------------------------------------------------
Alion Science and Technology Corporation entered into a second
amendment to the Second Amended and Restated Credit Agreement with
Wells Fargo Bank National Association, as administrative agent, to
extend the maturity date of the Credit Agreement to the earlier of
(a) Aug. 20, 2014, (b) the date on which Alion's secured notes due
November 2014 become due and payable in full whether by
acceleration or otherwise, and (c) the date on which Alion's
unsecured notes due February 2015 become due and payable in full
whether by acceleration or otherwise.  A copy of the amended
Credit Agreement is available for free at http://is.gd/X9DZUH

                        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 Aug. 21, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on McLean, Va.-based
Alion Science and Technology Corp. to 'SD' (selective default)
from 'CC'.

"The downgrades follow Alion's completion of a distressed exchange
transaction," 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 APPAREL: Expects to Report $15 Million Q2 Net Loss
-----------------------------------------------------------
American Apparel, Inc., filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its quarterly report on Form 10-Q for the period
ended June 30, 2014.

As previously disclosed, five of the seven directors of American
Apparel resigned on July 9, 2014, and four new board members were
appointed to fill the vacancies resulting from those resignations
on Aug. 2, 2014, and one new board member was appointed to fill
the remaining vacancy on Aug. 8, 2014.  According to the Company,
the new board needs additional time to review the financials and
ask questions of management before the Company is in a position to
finalize the financials to the Quarterly Report on Form 10-Q for
the quarter ended June 30, 2014.

"In light of the foregoing, the process of completing the
financial statements and the related information required to be
included in the Quarterly Report could not be completed by the
scheduled filing deadline for the Quarterly Report," the Company
said.

Net sales for the six months ended June 30, 2014, are estimated at
$299 million, a decrease of 0.3% from $300 million for the prior
year period.

Net loss for the six months ended June 30, 2014, is estimated at
$21 million (approximately $0.14 per share) as compared with $84
million (approximately $0.76 per share) for the prior year period.

As a result of the net loss for the six months ended June 30,
2014, stockholders' deficit as of June 30, 2014, is estimated at
$67 million, as compared with stockholders' deficit of $77 million
as of Dec. 31, 2013.

Net sales for the three months ended June 30, 2014, are estimated
at $162 million, essentially unchanged from the prior year period.

Net loss for the three months ended June 30, 2014, is estimated at
$15 million (approximately $0.09 per share) as compared with $38
million (approximately $0.34 per share) for the prior year period.

                       About American Apparel

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

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

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

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

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

                           *     *     *

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

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


ARMORWORKS ENTERPRISES: Chapter 11 Plan Set for Confirmation
-----------------------------------------------------------
Bankruptcy Court, in a minute entry for the July 24 hearing,
stated that it will approve, on a final basis, the Disclosure
Statement explaining Armorworks Enterprises, LLC's Chapter 11
Plan.

The Court also said that an evidentiary hearing will not be
necessary as to confirmation of the Fifth Amended Plan, the
solicitation package was properly served on all parties.  The
Court will overrule the objections including that of Travis S.
Williams Novellus Systems and North 54th Street Venture, LLC
because the Court finds that the Plan is fair and equitable to all
creditors and that there is no violation of the absolute priority
rule.

As reported in the TCR on June 4, 2014, Debtors Armorworks
Enterprises and TechFiber on May 27, filed with the Bankruptcy
Court a Fourth Amended Joint Plan.  The Debtors are co-proposing
the Plan with ArmorWorks Inc., and William J. Perciballi.

AWI is the majority member of ArmorWorks with a 60% interest.
C Squared Capital Partners, L.L.C. owns a 40% minority interest in
ArmorWorks.  Perciballi is a Manager and Founder of ArmorWorks.

According to the Disclosure Statement, the Plan provides that on
the Effective Date, in exchange for 100% of the equity interests
in reorganized AWE, a plan investor will: (a) contribute
$3,000,000 in cash to AWE for payment of claims and administrative
expenses; (b) cause Perciballi and AWI to contribute to
Reorganized AWE all intellectual property used in the businesses
of the Debtors that is owned or controlled by Perciballi or AWI;
and (c) fund the payment of certain obligations of AWI.  Also on
the Effective Date, (d) investor will contribute the equity
interests in Reorganized AWE to AWI, along with certain cash, and
will receive 67.5% of the common equity and 100% of the class A
preferred equity in AWI; (e) Perciballi will receive 22.5% of the
common equity in AWI; and (f) 10% of the common equity in AWI will
be reserved for a management bonus pool.  Concurrent with the
closing of the corporate restructuring transactions, Perciballi
will receive additional funds from investor to: (i) fund in full a
settlement with  C Squared; (ii) fund the purchase of the
intellectual property owned by AWI or Perciballi being contributed
to Reorganized AWE in the Corporate Restructuring Transactions;
(iii) repay working capital loans made by Perciballi to ArmorWorks
Canada; and (iv) fund other items.

The Plan will be funded from ongoing business operations and from
the proceeds of the sale of assets deemed to be no longer
necessary to the ongoing operations of the business.  The Debtors
also may obtain a working capital line of credit to replace the
DIP Facility.

A copy of the Fourth Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/ARMORWORKSENTERPRISES_630_4ds.pdf

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd.,
as financial advisor.  ArmorWorks estimated $10 million to
$50 million in assets and liabilities.

The U.S. Trustee for Region 14 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Forrester & Worth,
P.L.L.C. represents the Committee as its general counsel.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

ArmorWorks and TechFiber sought and obtained an order
(i) transferring the In re TechFiber, LLC chapter 11 case to
the Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.


ATLANTIC INSULATION: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Atlantic Insulation, Inc.
           fdba House of Ladders, LLC
           fdba Eagle Insulation Fabrication, LLC
           fdba Eagle Insulation Fabrication
           fdba Atlantic Insulation Contracting, LLC
           fdba House of Ladders
        4229 N. Main Street
        Jacksonville, FL 32206

Case No.: 14-04051

Chapter 11 Petition Date: August 20, 2014

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

Debtor's Counsel: Jason A Burgess, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  118 West Adams Street, Ste. 900
                  Jacksonville, FL 32202
                  Tel: 904-354-5065
                  Email: jason@jasonaburgess.com

                    - and -

                  Joshua Dawes, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  118 W. Adams Street, Suite 900
                  Jacksonville, FL 32202
                  Tel: 904-354-5065
                  Fax: 904-354-5069
                  Email: josh@jasonaburgess.com

Total Assets: $1.20 million

Total Liabilities: $1.79 million

The petition was signed by Richard Kim Whitlock, Sr., president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb14-04051.pdf


BEHRINGER HARVARD: Hotel Palomar Sold for $48 Million
-----------------------------------------------------
Behringer Harvard Mockingbird Commons, LLC, a 70% owned subsidiary
of Behringer Harvard Short-Term Liquidating Trust, sold a 198 room
hotel and retail project located in Dallas, Texas, ("Hotel
Palomar") to an unaffiliated buyer.  The contract sales price for
the Hotel Palomar was $48 million, exclusive of closing costs.  A
portion of the proceeds was used to pay off existing indebtedness.
As a result of the sale the Company has two remaining investments:
five acres of land and a back-end promoted interest in a
previously sold asset.  The Company continues to work towards the
liquidation of the trust in an orderly and expeditious manner.

                      About Behringer Harvard

Addison, Tex.-based Behringer Harvard is a limited partnership
formed in Texas on July 30, 2002.  The Company's general partners
are Behringer Harvard Advisors II LP and Robert M. Behringer.  As
of Sept. 30, 2011, seven of the twelve properties the Company
acquired remain in the Company's  portfolio.  The Company's
Agreement of Limited Partnership, as amended, provides that the
Company will continue in existence until the earlier of Dec. 31,
2017, or termination of the Partnership pursuant to the
dissolution and termination provisions of the Partnership
Agreement.

                       Plan of Liquidation

"On Feb. 11, 2013, the Partnership completed its liquidation
pursuant to a Plan of Liquidation adopted by Behringer Harvard
Advisors II LP, as its general partner.  The Plan provided for the
formation of a liquidating trust, Behringer Harvard Short-Term
Opportunity Liquidating Trust for the purpose of completing the
liquidation of the assets of the Partnership.  In furtherance of
the Plan, the Partnership entered into a Liquidating Trust
Agreement with one of the Partnership's General Partners,
Behringer Advisors II, as managing trustee, and CSC Trust Company
of Delaware, as resident trustee.  As of the Effective Date, each
of the holders of limited partnership units in the Partnership
received a pro rata beneficial interest in the Liquidating Trust
in exchange for such holder's interest in the Partnership.  In
accordance with the Plan and the Liquidating Trust Agreement, the
Partnership has transferred all of its remaining assets and
liabilities to us to be administered, disposed of or provided for
in accordance with the terms and conditions set forth in the
Liquidating Trust Agreement.  The General Partners elected to
liquidate the Partnership and transfer its remaining assets and
liabilities to the Liquidating Trust as a cost saving alternative
that the General Partners believed to be in the best interests of
the investors.  The expenses associated with operating a public
reporting entity, like the Partnership, are comparatively high and
therefore detract from distributable proceeds and returns it can
make to its investors.  The reorganization into a liquidating
trust enables us to reduce costs associated with public reporting
obligations and related audit expenses that are not applicable to
the Liquidating Trust, helping to preserve capital throughout our
disposition phase for the benefit of our investors.  Cutting
expenses and maximizing investor returns is a primary focus in
this disposition phase.

The Company's principal demands for funds in the next twelve
months and beyond will be for the payment of operating expenses,
costs associated with lease-up and capital improvements for our
remaining operating property and for the payment of recurring debt
service, further principal paydowns and reserve requirements on
our outstanding indebtedness as required by our lenders.

The Liquidating Trust had notes payable totaling $40.7 million at
Dec. 31, 2013, of which $31 million was secured by the hotel
property and $8.8 million was to Behringer Harvard Holdings, LLC,
a related party," the Partnership said in its 2013 Annual Report.


B&B ALEXANDRIA: Wants to Hire Tyler Bartl as Counsel
----------------------------------------------------
B&B Alexandria Corporate Park TIC 17 LLC asks the U.S. Bankruptcy
Court for the Eastern District of Virginia for permission to
employ Tyler, Bartl, Ramsdell & Counts, P.L.C., as counsel to
perform legal services.

The firm will charge the Debtor at its usual and customary hourly
rates between $330 and $400 per hour -- $350 per hour for the
undersigned -- for bankruptcy services rendered and will seek the
reimbursement of all out-of-pocket expenses incurred.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

The Debtor tells the Court that, on June 27, 2014, it paid a
retainer of $26,717 to the firm.  The firm applied $1,717 in
payment of the bankruptcy filing fee to the Court, and $25,000 is
on deposit in the firm's trust account.

                          Objection Filed

DC Fund 12-13 LLC objected to the application.  Specifically, it
objected the use of cash collateral, directly or indirectly, for
legal fees and expenses.  The firm said it has advised that the
retainer it received was not funded, directly or indirectly, from
rents.

DC Fund retained as counsel:

         Jackson D. Toof, Esq.
         Mary Joanne Dowd, Esq.
         ARENT FOX LLP
         1717 K Street NW
         Washington, DC 20036
         Tel: (202) 857-6000
         Fax: (202) 857-6395
         E-mail: jackson.toof@arentfox.com
                 mary.dowd@arentfox.comn

B&B Alexandria Corporate Park TIC 17, LLC, filed a Chapter 11
bankruptcy petition (Bankr. E.D. Va. Case No. 14-12434) on
June 27, 2014.  The Debtor estimated assets and liabilities of
$10 million to $50 million.  The petition was signed by David H.
Bralove as special member.  The Hon. Brian F. Kenney presides over
the case.  Tyler, Bartl, Ramsdell & Counts, P.L.C., acts as the
Debtor's counsel.


B&B ALEXANDRIA: Files Schedules of Assets and Liabilities
---------------------------------------------------------
B&B Alexandria Corporate Park TIC 17 LLC filed its summary of
schedules of assets and liabilities, disclosing total assets of
$29,025,116 and total liabilities of 32,587,089.  A full-text copy
of the schedules is available for free at http://is.gd/T8zJYG

B&B Alexandria Corporate Park TIC 17, LLC, filed a Chapter 11
bankruptcy petition (Bankr. E.D. Va. Case No. 14-12434) on
June 27, 2014.  The Debtor estimated assets and liabilities of
$10 million to $50 million.  The petition was signed by David H.
Bralove as special member.  The Hon. Brian F. Kenney presides over
the case.  Tyler, Bartl, Ramsdell & Counts, P.L.C., acts as the
Debtor's counsel.


BIOFUELS POWER: Incurs $500,000 Net Loss in Half Year 2014
----------------------------------------------------------
Biofuels Power Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting
a net loss of $499,753 on $0 of sales for the six months ended
June 30, 2014, compared to a net loss of $301,360 on $0 of sales
for the same period in 2013.

The Company's balance sheet at June 30, 2014, showed $1.42 million
in total assets, $6.49 million in total liabilities and a $5.06
million total stockholders' deficit.

The Company's net working capital deficit at June 30, 2014, was
($6,198,496), which is a decrease in working capital since
Dec. 31, 2013 of $327,809.

"We believe our available resources, together with our anticipated
operating revenue and the anticipated proceeds of certain planned
short-term borrowings, will be sufficient to pay our anticipated
operating expenses for a period of three to six months from the
date of this quarterly report on Form 10-Q.  Our available
resources are not sufficient to pay all of our anticipated capital
costs and we are presently seeking additional financing.  We
believe we will need at least $10 million in additional capital to
finance our planned facility expansions and future acquisitions.
Capital requirements are difficult to plan for companies like ours
that are developing novel business models.  We expect that we will
need additional capital to pay our day-to-day operating costs,
finance our feedstock and fuel inventories, and finance additions
to our infrastructure, pay for the development of additional
generating facilities and the marketing of our green electricity.
We intend to pursue additional financing as opportunities arise,"
the Company said in the Report.

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

                        http://is.gd/5lKbRQ

                           Biofuels Power

Humble, Tex.-based Biofuels Power Corporation is a distributed
energy company that is pioneering the use of biodiesel to fuel
small electric generating facilities that are located in close
proximity to end-users.  BPC's first power plant is currently
located near Houston, Texas in the city of Oak Ridge North.

Biofuels Power reported a net loss of $606,556 on $0 of sales for
the year ended Dec. 31, 2013, as compared with net income of
$342,456 on $0 of sales in 2012.

Clay Thomas, P.C., in Abilene, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered significant losses and will require
additional capital to develop its business until the Company
either (1) achieves a level of revenues adequate to generate
sufficient cash flows from operations; or (2) obtains additional
financing necessary to support its  working capital requirements.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.


BREF HR LLC: Doesn't Have Funds to Pay $48.6-Mil. Interest
----------------------------------------------------------
Jamie Mason, writing for The Deal, reported that BREF HR LLC, the
owner and operator of the Hard Rock Hotel & Casino Las Vegas, is
facing an Aug. 25 deadline to pay interest owed on its debt under
a forbearance agreement with its lender but warned that it doesn't
have the funds to make the payment.  According to report, citing a
filing with the U.S. Securities and Exchange Commission, BREF owes
$48.6 million in pay-in-kind interest to its lender, Vegas HR
Private Ltd., on roughly $911.25 million in debt due March 1,
2018.

BREF HR, LLC owns and operates Hard Rock Hotel & Casino Las Vegas.
The Company, which was formed by certain affiliates of Brookfield
Financial, LLC to acquire the entities which indirectly and
previously owned the Hard Rock Hotel & Casino Las Vegas, is based
in New York.


BUCCANEER RESOURCES: Combined Hearing on Plan, DS on Sept. 9
------------------------------------------------------------
Bankruptcy Court, in an omnibus notice of reset hearing dates,
will convene a hearing Sept. 9, 2014, a 9:00 a.m., consider:

   -- the final approval of the Disclosure Statement explaining
the Joint Chapter 11 Plan for Buccaneer Resources, LLC, et al., as
amended; and

   -- the confirmation of the Joint Plan.

As reported in the Troubled Company Reporter on Aug. 14, 2014,
in view of the announcement by the Debtor, the Official Committee
of Unsecured Creditors, AIX Energy LLC, Meridian Capital CIS Fund
and Meridian Capital International Fund at the hearing held on
August 12 that they have reached a global settlement resolving
certain disputes and claims, these requests were deemed withdrawn
without prejudice to re-filing:

     -- the Debtors' Emergency Motion for Entry of an Order
        (A) Approving Bidding Procedures in Connection with
        Sale of Substantially All of the Debtors Assets;
        (B) Scheduling an Auction; and (C) Granting Related
        Relief,

     -- the Debtors' Motion for Substantive Consolidation
        of Chapter 11 Cases, and

     -- the Emergency Motion to Quash and Protective Order
        and Motion for Deposition to be Taken By Remote Means.

The Bankruptcy Court in Houston, Texas, also vacated the Order (1)
Conditionally Approving Disclosure Statement; (2) Fixing Record
Date For Voting; (3) Approving Plan Solicitation Package And
Voting Procedures; (4) Setting Deadlines To Vote On Plan And
Object To Plan And Disclosure Statement; And (5) Setting Hearing
On Final Approval Of Disclosure Statement And Plan Confirmation.

As reported by the TCR, Judge David Jones on July 25, 2014,
conditionally approved the disclosure statement explaining
Buccaneer Resources' First Amended Joint Chapter 11 Plan of
Reorganization.  The Official Committee of Unsecured Creditors;
AIMM Technologies, Inc., and All American Oilfield Associates,
LLC, prepetition service providers to the Debtors; Cook Inlet
Region, Inc.; have objected to the Disclosure Statement,
complaining that the outline does not contain adequate
information.

The settling parties have advised the Court that the Debtors will
file a motion seeking approval of the settlement pursuant to Rule
9019 of the Federal Rules of Bankruptcy Procedure on or before
Aug. 15, 2014.  A hearing to approve the settlement will be
conducted at 3:00 p.m. on Aug. 25.

At the Aug. 25 hearing, the Court will also take up the Debtors'
request for interim use of cash collateral.

The hearing on the request of Cook Inlet Region, Inc., for relief
from the automatic stay is continued to Aug. 19 at 3:00 p.m.

The Debtors in July filed papers seeking entry of an order
substantively consolidating their estates for purposes of
solicitation, voting, and confirmation of the Debtors' bankruptcy-
exit plan, and substantively consolidating their estates for all
purposes conditioned upon entry of an order confirming the Plan.

The Debtors at that time said the Plan is premised on the
substantive consolidation of all the estates, and that their
assets, liabilities, accounting, and operations are deeply
intertwined and most of the creditors dealt with the Debtors on a
consolidated basis.  The costs of separately administering each of
the estates would quickly dissipate any assets that are available
after AIX?s liens are satisfied, and substantive consolidation
provides unsecured creditors with the best opportunity for
distributions, they said.

Cook Inlet Region, Inc., an Alaska Native regional corporation,
objected to the Substantive Consolidation Motion, saying
substantive consolidation is an extreme and unusual remedy that
should rarely be granted, and only following a fact-intensive
evaluation by the Court.  CIRI said the Debtors have not met their
burden to establish that consolidation is warranted.

In response to the Substantive Consolidation Motion, CIRI served
its First Request for Production of Documents on the Debtors on
July 18, 2014.

                      About Buccaneer Energy

Buccaneer Resources, LLC, and eight affiliates, including
Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in
Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on
May 31, 2014.

Founded in 2006, Buccaneer Energy, Ltd. is a publicly traded
independent oil and gas company listed on the Australian
Securities Exchange under the symbol "BCC".  Although BCC is an
Australian listed entity, the company operates exclusively through
its eight U.S. subsidiary debtors, each of which are headquartered
in the U.S. and which maintain offices in Houston and Dallas,
Texas, and Kenai and Anchorage, Alaska.

The Debtors' primary business is the exploration for and
production of oil and natural gas in North America.  Operations
have historically focused on both onshore and offshore
opportunities in the Cook Inlet of Alaska as well as the
development of offshore projects in the Gulf of Mexico and onshore
oil opportunities in Texas and Louisiana.

CEO Curtis Burton was terminated in May 2014.  Manning the
Debtors' operations is Conway MacKenzie senior managing director
John T. Young, who was appointed chief restructuring officer in
March 2014.

The bankruptcy cases are assigned to Judge David R Jones.  The
Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.  The other debtors are
Buccaneer Energy Limited, Buccaneer Energy Holdings, Inc.,
Buccaneer Alaska Operations, LLC, Buccaneer Alaska, LLC, Kenai
Land Ventures, LLC, Buccaneer Alaska Drilling, LLC, Buccaneer
Royalties, LLC, and Kenai Drilling, LLC.

The Debtors have tapped Robert Andrew Black, Esq., Jason Lee
Boland, Esq., Robert Bernard Bruner, and William R Greendyke,
Esq., at Fulbright Jaworski LLP as counsel.  Norton Rose Fulbright
Australia will render legal services related to cross-border
insolvency and general corporate and litigation matters to
Buccaneer Energy Ltd.  Epiq Systems is the claims and notice
agent.

The U.S. Trustee for Region 7 on June 10, 2014, appointed five
creditors to serve on the official committee of unsecured
creditors.  The Committee retained Greenberg Traurig, LLP as legal
counsel to the Committee, and Alvarez & Marsal North America, LLC
as financial advisors.


BUDD COMPANY: U.S. Trustee Forms Five-Member Asbestos Committee
---------------------------------------------------------------
Patrick S. Layng, U.S. Trustee appointed these persons to serve in
the Committee of Asbestos Personal Injury Claimants in the Chapter
11 case of The Budd company, Inc.

   Committee Appointee       Appointee's Counsel
   -------------------       -------------------
Harold Koepke*               Steven Kazan
121 Round Court              Kazan, McClain, Satterley & Greenwood
Petaluma, CA 94952           E-mail: skazan@kazanlaw.com

Daniel Quinn                 Robert E. Paul
2308 E. Huntingdon St.       Paul, Reich & Myers, P.C.
Philadelphia, PA 19125       E-mail: info@prmpclaw.com

Robert L. Shifflet           Paul Matheny
1100 Jackson Blvd, Apt. A107 Law Offices of Peter G. Angelos
Lebanon, PA 17042            E-mail: pmatheny@lawpga.com

Livio Smolizza               John C. Dearie
146-48 Bayside Avenue        John C. Dearie & Associates
Flushing, NY 11354           E-mail: jcd@johndearie.com

Bruce E. Vanderhoof          Matthew Lee
3036 Panama Avenue           Brayton Purcell, LLP
Carmichael, CA 95608         E-mail: mlee@braytonlaw.com

* interim chairperson

As reported in the Troubled Company Reporter on July 10, 2014,
Bankruptcy Judge Jack B. Schmetterer green-lighted the appointment
of an Official Committee of Asbestos Personal Injury Claimants.

An Ad Hoc Committee of Asbestos Personal Injury Claimants filed
the request.  Budd Co. objected.  Joinders in the Debtor's
objection were filed by Thyssenkrupp North America, Inc., the
Debtor's parent; and The Committee of Executive & Administrative
Retirees.

                     About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million.  Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in
liabilities as of the Chapter 11 filing.

The Hon. Jack B. Schmetterer oversees the case.  The Debtor has
tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright
PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as
noticing, claims and balloting agent, and Conway MacKenzie
Management Services, LLC's Charles M. Moore as CRO.

The U.S. Trustee appointed five individuals to serve on the
Committee of Executive & Administrative Retirees.  The Segal
Company (Eastern States), Inc. serves as the Committee's actuarial
consultant.  The Committee retained Solic Capital Advisors, LLC as
its financial advisor.

Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois,
represents the ad hoc committee of asbestos personal injury
claimants.


CAESARS ENTERTAINMENT: CEOC Expects to Reduce Debt by $548MM
------------------------------------------------------------
Caesars Entertainment Operating Company, Inc., and Caesars
Entertainment Corporation announced that they have reached an
agreement with certain holders of CEOC's outstanding 6.50% Senior
Notes due 2016 and 5.75% Senior Notes due 2017 in connection with
a private refinancing transaction, pursuant to which, among other
things:

  (i) those Holders, representing $237.8 million aggregate
      principal amount of the Notes and greater than 51% of each
      class of the Notes that are held by non-affiliates of CEC
      and CEOC, have agreed to sell to CEC and CEOC an aggregate
      principal amount of approximately $89.4 million of the 2016
      Notes and an aggregate principal amount of approximately
      $66 million of the 2017 Notes;

(ii) CEC has agreed to pay those Holders a ratable amount of
      $77.7 million of cash in the aggregate;

(iii) CEOC has agreed to pay those Holders a ratable amount of
      $77.7 million of cash in the aggregate;

(iv) CEOC has agreed to pay those Holders accrued and unpaid
      interest in cash; and

  (v) CEC has agreed to contribute no less than $393 million
      aggregate principal amount of the Notes to CEOC for
      cancellation.

Upon the closing of the Transaction, CEOC expects that its
indebtedness would decrease by approximately $548.4 million.

Pursuant to the Note Purchase and Support Agreement, certain of
the Holders have also (i) agreed to consent to amendments to the
terms of the indentures that govern the Notes and to amendments to
a ratable amount of approximately $82.4 million face amount of the
Notes held by those Holders and (ii) agreed that for the period
from the closing date of the Transaction until the earlier of (1)
the 181st day after the closing date of the Transaction and (2)
the occurrence of a "credit event" within the meaning of Section
4.2 (Bankruptcy) or 4.5 (Failure to Pay) of the 2003 ISDA
definitions, such Holders will consent or approve a restructuring
of Notes and Amended CEOC Notes on the terms described below and,
subject to certain exceptions, will not transfer their Amended
CEOC Notes except to a transferee that agrees to be bound by such
agreement.  The Indenture Amendments include (A) a consent to the
removal and acknowledgement of the termination of the CEC
guarantee within the indenture governing the Notes and (B) a
modification to the covenant restricting disposition of
"substantially all" of CEOC's assets to measure future asset sales
based on CEOC's assets as of the date of the amendment.  The Notes
Amendments include provisions that holders of the Amended CEOC
Notes will be deemed to consent to any restructuring of Notes and
Amended CEOC Notes so long as holders have consented thereto that
hold at least 10% of the outstanding 2016 Notes and 2017 Notes, as
applicable (in each case, not including the Amended CEOC Notes or
any Notes held by affiliates of CEOC), the restructuring
solicitation is no less favorable to any Holder of Amended CEOC
Notes than to any holder of Notes, and certain other terms and
conditions are satisfied.  The Proposed Indenture Amendments and
the Proposed Notes Amendments would not become operative until the
closing of the Transaction.

In connection with the Transaction, CEOC and CEC also agreed that
if no restructuring of CEOC is consummated within 18 months of the
closing of the Transaction, subject to certain conditions, CEC
will be obligated to make an additional payment to CEOC of $35
million.

The Transaction is subject to customary conditions, and may not
occur as described or at all.

                    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 had
downgraded the Issuer Default Ratings (IDRs) of Caesars
Entertainment Corp (CEC) and Caesars Entertainment
Operating Company (CEOC) to 'CC' from 'CCC'.


CIRCLE STAR: Amended Report Shows $708K Income for Jan. 31 Qtr
--------------------------------------------------------------
Circle Star Energy Corp. amended its quarterly report on Form 10-Q
for the period ended Jan. 31, 2014, to correct the accounting for
certain transactions as presented within the consolidated
statement of operations and statement of cash flows along with
their corresponding impact on the Company's balance sheet.

On Aug. 4, 2014, the management of Circle Star and its Board of
Directors concluded that the previously issued consolidated
financial statements contained in the Company's quarterly report
on Form 10-Q for the quarter ended Jan. 31, 2014, should no longer
be relied upon because of errors related to the presentation of
certain information included in the consolidated financial
statements and footnotes to the consolidated financial statements.

The initial accounting for the fair value of certain over-riding
royalty interests and net revenue interests in certain crude oil
and natural gas properties ('Interests') sold during the fiscal
quarter ended Jan. 31, 2014, to an un-related third party resulted
in the gain being over-stated in the Form 10Q filed on March 14,
2014.  The methodology which was initially utilized to arrive at
the fair value applied to the Interests sold was inappropriately
applied at the time the transaction was initially recorded.
Related to the re-allocation of the fair value of the assets sold;
the calculation of depletion on a field by field basis was re-
performed.  The issues were discovered in connection with the
audit of our April 30, 2014 financial statements.  The gain on the
sale of assets initially reported as $1,728,235 was re-calculated
utilizing the appropriate fair value to arrive at a net gain of
$1,232,279.  Depletion expense of $134,685 as reported through
Jan. 31, 2014, was re-calculated to be $496,659 for the nine
months then ended.  The net impact of these adjustments resulted
in net income of $708,485 or $0.01 per share and $231,187 or $0.00
per share for the three months and nine months ended Jan. 31,
2014, respectively as compared to a previously reported $1,566,415
or $0.03 per share and $1,089,117 or $0.02 per share for the three
and nine months ended Jan. 31, 2014, respectively.

The Company's restated balance sheet at Jan. 31, 2014, showed
$2.97 million in total assets, $4.35 million in total liabilities
and a $1.37 million total stockholders' deficit.  The Company
previously reported $3.83 million in total assets, $4.35 million
in total liabilities and a $519,544 total stockholders' deficit at
Jan. 31, 2014.

A full-text copy of the Form 10-Q, as amended, is available at:

                          http://is.gd/q8Eu2f

                           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.

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.


COMPANION DIAGNOSTICS: Case Summary & 12 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Companion Diagnostics Inc.
        8206 Rockville Road Unit #282
        Indianapolis, IN 46214-3113

Case No.: 14-07801

Chapter 11 Petition Date: August 20, 2014

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Hon. Robyn L. Moberly

Debtor's Counsel: Courtney Elaine Chilcote, Esq.
                  TUCKER, HESTER, BAKER & KREBS, LLC
                  One Indiana Square, Suite 1600
                  Indianapolis, IN 46204
                  Email: cchilcote@thbklaw.com


Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Richard Selinfreud, CEO.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/insb14-07801.pdf


COTTONWOOD ESTATES: Confirms Plan of Reorganization
---------------------------------------------------
U.S. Bankruptcy Judge R. Kimball Mosier of the Bankruptcy Court
for the District of Utah entered an order confirming Cottonwood
Estates Development, LLC's Plan of Reorganization dated July 28,
2014.

The Plan provides that the Reorganized Debtor may pay any and all
real estate brokers without further Bankruptcy Court approval,
except for any sales made prior to the Effective Date.  The
Reorganized Debtor may continue to sell the Tavaci Project,
including lots therein, free and clear of any and all liens,
claims and interests, with all such liens, claims and interests to
be paid pursuant to the Plan, or attach to the sales proceeds as
allowed by the Plan.

The Debtor may sell the Tavaci Project, or lots therein, pursuant
to any commercially reasonable terms, in the Debtor's business
judgment, including seller financing, so long as there are
sufficient cash proceeds to pay Allowed Claims and the applicable
release prices which are required by the Plan to be paid at the
closing of a sale.

From the Effective Date until all Class 1, 2, and 6 Claims are
paid in full, the Reorganized Debtor will deposit 90% of its
calendar quarter net income from all operations, which will be
calculated after deducting actual payments of Class 3 and 4
Claims, including the requisite funding of the Reserve Account.
The Reorganized Debtor will make this deposit no less frequently
than one time per calendar quarter, on the last business day of
such calendar quarter.

A copy of the Amended Plan is available for free at
http://bankrupt.com/misc/CottonwoodEstates_121_amendedplan.pdf

In a separate order, the Court authorized the employment of Clyde
Snow & Sessions as co-counsel.

The Debtor is represented by:

         Blake D. Miller,
         MILLER TOONE, P.C.
         165 Regent Street
         Salt Lake City, UT 84111
         Tel: (801) 363-5600
         Fax: (801) 363-5601
         E-mail: miller@millertoone.com

                  - and ?

         James W. Anderson, Esq.
         CLYDE SNOW & SESSIONS
         One Utah Center, Thirteenth Floor
         201 South Main Street
         Salt Lake City, UT 84111
         Tel: (801) 322-2516
         Fax: (801) 521-6280
         E-mail: jwa@clydesnow.com

                     About Cottonwood Estates

Cottonwood Estates Development, LLC's primary asset is a real
estate project located in Big Cottonwood Canyon, Salt Lake County,
Utah, referred to as the Tavaci Project.  The Tavaci Projects
consists of 39 single family residence lots which are finished and
ready for construction of homes thereon.  Four lots were sold
before the bankruptcy filing.

Cottonwood Estates filed a Chapter 11 bankruptcy petition (Bankr.
D. Utah Case No. 13-34298) on Dec. 30, 2013, in Salt Lake City,
Utah.  The Debtor estimated up to $50 million in both assets and
debts.

The Debtor has tapped Miller Guymon, PC, in Salt Lake City, as
bankruptcy counsel, Parr Brown Gee & Loveless as special counsel
for real estate transaction matters, J. Philip Cook as appraiser,
and Daines Goodwin as accountant.


CRUMBS BAKE SHOP: Cancels Auction, Seeks Sale to Investors
----------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
Crumbs Bake Shop cancelled the auction for its assets after no
competing bid was submitted by the deadline and will ask the U.S.
Bankruptcy Court in Newark, New Jersey, to approve the sale of the
assets to Marcus Lemonis and Dippin' Dots owner Fischer
Enterprises.  According to the report, the pair made an
approximately $6.5 million debt-forgiveness offer.

                      About Crumbs Bake Shop

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

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

                           *     *     *

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

On the petition date, Crumbs entered into an Asset Purchase
Agreement through which Lemonis Fischer Acquisition Company, LLC,
a joint venture created by Marcus Lemonis LLC and Fischer
Enterprises, L.L.C., will acquire the Crumbs' business as part of
the Company's Chapter 11 filing.  The Debtor will sell itself at a
bankruptcy auction on Aug. 21.  The lead bidder has a $6.5 million
credit bid.  A hearing to approve the sale is scheduled to take
place on Aug. 26.  The Company hopes to complete the sale process
in approximately 60 days, pending receipt of the necessary
approvals from the Bankruptcy Court.

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


DDMD TRUCKING: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: DDMD Trucking, Inc.
        P.O. Box 20811
        Amaarillo, TX 79114

Case No.: 14-12511

Chapter 11 Petition Date: August 20, 2014

Court: United States Bankruptcy Court
       District of New Mexico (Albuquerque)

Debtor's Counsel: William F. Davis, Esq.
                  WILLIAM F. DAVIS & ASSOCIATES, P.C.
                  6709 Academy NE, Suite A
                  Albuquerque, NM 87109
                  Tel: 505-243-6129
                  Fax: 505-247-3185
                  Email: daviswf@nmbankruptcy.com

Total Assets: $1.04 million

Total Liabilities: $678,795

The petition was signed by David A. Duran, president.

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


DELTATHREE INC: Stockholders Elected 7 Directors
------------------------------------------------
deltathree, Inc., held its annual meeting of stockholders on
Aug. 12, 2014, at which seven directors were elected for a term of
one year each, to serve until the Company's next annual meeting of
stockholders and until their successors are duly elected and
qualified, as follows: (1) Robert Stevanovski, (2)  Anthony
Cassara, (3) Lior Samuelson, (4) David Stevanovski, (5) Colleen
Jones, (6) J. Lyle Patrick, and (7) Donna Reeves-Collins.

The stockholders also approved on an advisory basis the
compensation of the Company's named executive officers and the
holding of future advisory votes on executive compensation every
three years.  The appointment of Brightman Almagor Zohar & Co., a
member firm of Deloitte Touche Tohmatsu, as the Company's
independent auditors for the fiscal year ending Dec. 31, 2014, was
approved.

                          About deltathree

Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.

deltathree reported a net loss of $1.81 million on $16.08 million
of revenues for the year ended Dec. 31, 2013, as compared with a
net loss of $1.57 million on $13.68 million of revenues in 2012.
The Company's balance sheet at March 31, 2014, showed $1.17
million in total assets, $8.37 million in total liabilities and a
$7.20 million total stockholders' deficiency.

Brightman Almagor Zohar & Co., in Tel Aviv, Israel, 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 deficiency in stockholders' equity raise substantial doubt
about its ability to continue as a going concern.

                         Bankruptcy Warning

"In view of the Company's current cash resources, nondiscretionary
expenses, debt and near term debt service obligations, the Company
may begin to explore all strategic alternatives available to it,
including, but not limited to, a sale or merger of the Company, a
sale of its assets, recapitalization, partnership, debt or equity
financing, voluntary deregistration of its securities, financial
reorganization, liquidation and/or ceasing operations.  In the
event that the Company requires but is unable to secure additional
funding, the Company may determine that it is in its best
interests to voluntarily seek relief under Chapter 11 of the U.S.
Bankruptcy Code," the Company said in the Annual Report for the
year ended Dec. 31, 2013.


DEMCO INC: Committee OK'd to Pursue Claims and Causes of Action
---------------------------------------------------------------
The Bankruptcy Court approved a stipulation and order authorizing
the Official Committee of Unsecured Creditors to pursue claims and
causes of action of DEMCO, Inc.'s estate.

According to the Committee, after the appointment of Amigone,
Sanchez & Mattrey, LLP, as counsel for the Committee, it continued
to investigate potential claims and causes of action arising under
Chapter 5 of the Bankruptcy Code.

The Debtor has advised that it does not intend to pursue claims
and causes of action, but the Committee sought to preserve and
prosecute those Chapter 5 Ceded Claims which the Committee, in its
discretion, concedes are potentially valuable and are likely to
benefit reorganization.

                         About Demco Inc.

Demco, Inc., aka Decommissioning & Environmental Management
Company, is a specialty trade contractor based in West Seneca, New
York, which provides demolition services, nuclear work,
environmental clean-up, disaster response and a variety of other
services throughout the United States and, on a project-by-project
basis, internationally.  Some of Demco's better known demolition
projects in the past have included the Rocky Flats Nuclear Power
Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial
Auditorium, and the Sunflower Army Ammunition Plant.

Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No.
12-12465) on Aug. 6, 2012.  Bankruptcy Judge Michael J. Kaplan
presides over the case.  Daniel F. Brown, Esq., at Andreozzi,
Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represents the
Debtor in its restructuring effort.  Freed Maxick CPAs, P.C.
serves as its accountants, and Horizons Consulting, LLC, serves as
its tax consultants.  The petition was signed by Michael J.
Morin, controller.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
creditors to serve on the Official Committee of Unsecured
Creditors.  The Committee retained Amigone, Sanchez & Mattrey, LLP
as its counsel.

First Niagara Bank, the cash collateral lender, is represented by
William F. Savino, Esq., at Damon Morey.


DENVER PARENT: Moody's Lowers Corporate Family Rating to 'Caa2'
---------------------------------------------------------------
Moody's Investors Service downgraded Denver Parent Corporation's
(DPC) Corporate Family Rating (CFR) to Caa2 from Caa1. Moody's
also downgraded DPC's senior unsecured rating to Ca from Caa3,
Venoco, Inc.'s (Venoco) senior unsecured rating to Caa2 from Caa1,
and assigned a SGL-4 Speculative Grade Liquidity Rating to DPC.
The outlook is negative.

"The downgrade of Denver Parent Corporation reflects the
unsustainably high leverage of its capital structure," commented
Michael Sabella, Moody's Analyst. "While a pending asset sale will
be used to pay down debt, leverage on reserves and production will
remain largely unchanged. DPC will remain one of the most levered
exploration and production companies rated by Moody's."

Ratings Downgraded:

Denver Parent Corporation

Corporate Family Rating downgraded to Caa2

Probability of Default Rating downgraded to Caa2-PD

Senior Unsecured Note Rating downgraded to Ca (LGD5)

Outlook negative from stable

Venoco, Inc.

Senior Unsecured Note Rating downgraded to Caa2 (LGD3)

Outlook negative from stable

Ratings Assigned:

Denver Parent Corporation

Speculative Grade Liquidity Rating assigned at SGL-4

Ratings Rationale

DPC's Caa2 CFR reflects its very high financial leverage, small
production and proved reserve scale, weak capital efficiency,
geographic concentration and the uncertainties regarding its
future performance given the inherent execution risks related to
its offshore California operations. The company's wholly-owned
subsidiary, Venoco, does not expect to be in compliance with its
revolver covenant and expects to negotiate covenant relief on its
revolver. The revolver, which matures in March 2016, had $263
million outstanding on August 18, 2014. Net proceeds from a $200
million asset sale that is expected to close in October 2014 will
be used in their entirety to reduce the revolver debt. However, a
covenant waiver will still likely be required. The company's
rating is supported by its high margin, long-lived oil-weighted
reserves and low proved undeveloped ratio.

The DPC senior unsecured notes have a PIK feature and since there
are no other meaningful liabilities at the holding company level,
it does not have a need for liquidity. The company has said it
will PIK the interest payment to be made in February 2015. The
holding company had a cash balance of around $4 million as of June
30, 2014 and does not have a revolving credit facility. Venoco has
weak liquidity, as indicated by DPC's SGL-4 Speculative Grade
Liquidity rating. As of June 30, 2014, Venoco had minimal cash and
as of August 18, 2014 there was just $14 million available under
its $280 million borrowing base revolving credit facility.
Subsequent to the close of the second quarter, Venoco signed a
Purchase and Sale Agreement to divest its West Montalvo oilfield
for $200 million, the net proceeds of which will be used to repay
revolver borrowings. The facility borrowing base will be reduced
to $180 million in conjunction with the sale. Pro forma for the
asset sale, there is around $114 million available as of August
18, 2014. The revolver matures in March 2016 and contains a
maximum debt to EBITDA ratio of 5.5x on June 30, 2014, 5.25x on
September 30, 2014, and 4.75x on December 31, 2014. Currently,
Venoco does not expect to be in compliance with this covenant at
the end of 2014's third quarter and expects to seek relief from
its lenders. The $988 million in total outstanding debt, $788 pro
forma for the asset sale, has been moved to current on the balance
sheet pending covenant relief. The facility has a first-lien on
substantially all of Venoco's oil and gas assets, but asset sales
could likely be used to generate modest amounts of alternate
liquidity.

The negative outlook reflects Moody's assumption that leverage
will remain at unsustainably high levels and negative free cash
flow will continue. For consideration of an upgrade, DPC and
Venoco would need to substantially reduce financial leverage and
improve operating performance and liquidity. The rating could be
downgraded if the company cannot negotiate covenant relief or if
liquidity does not appear to be sufficient to cover cash
obligations for at least the next 12 months.

The Ca rating on DPC's $258 million senior PIK notes reflects the
subordination to Venoco's $500 million senior unsecured notes and
Venoco's pro forma $180 million senior secured revolver. The size
of the debt ahead of the DPC notes in the capital structure
results in the DPC notes being double-notched below the Caa2 CFR
under Moody's Loss Given Default Methodology.

The Caa2 rating on Venoco's $500 million senior unsecured notes
reflects the subordination to the pro forma $180 million senior
secured revolver and the seniority to the $258 million DPC PIK
notes. The subordination to the revolver and seniority to the DPC
PIK notes results in Venoco's outstanding senior unsecured notes
being rated at the Caa2 CFR under Moody's Loss Given Default
Methodology.

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

Denver Parent Corporation/Venoco, Inc. is an independent E&P
company headquartered in Denver, Colorado.


DETROIT, MI: Reaches Agreement with DSWD Financial Parties
----------------------------------------------------------
The City of Detroit, Michigan, has reached an agreement in
principle with Assured Guaranty Municipal Corp., et al., regarding
various matters in the Corrected Fifth Amended Plan for the
Adjustment of Debts of the City of Detroit (July 29, 2014), which
relate to the "DWSD Bonds".

The parties to the stipulation -- designating themselves as the
DWSD Financial Parties -- are Assured Guaranty; Berkshire Hathaway
Assurance Corp.; U.S. Bank National Association, as Trustee for
the Water and Sewer Bonds; Nuveen Asset Management and BlackRock
Financial Management, Inc., members of the Ad Hoc Bondholder
Committee; and Fidelity Management & Research Company, Eaton Vance
Management, and Franklin Advisers, Inc., members of the Ad Hoc
Bondholder Committee.

In light of this agreement in principle, which involves a certain
tender transaction, the parties have agreed, subject to the
Court's consent, to modified procedures in connection with the
confirmation hearing on the Plan.

The parties agreed, among other things, that until the later of
the City's determination to accept the DWSD tender offer and the
settlement date of the Tender Transaction, but in no event later
than Sept. 4, 2014, the City and the DWSD Financial Parties will
not call any fact or expert witnesses to testify at the
confirmation hearing, or otherwise present evidence, to address
any issues relating in any way to the DWSD or its operations,
finances, budgets, projections, capital expenditures or debt, or
the Plan's proposed impairment of interest rates or call
protection of DWSD Bonds without the agreement of all parties.  A
full-text copy of the stipulation is available for free at:
http://bankrupt.com/misc/Detroit_Plan_DSWD_Stipulation.pdf

Assured Guaranty Municipal Corp. is represented by:

         Lawrence A. Larose, Esq.
         Samuel S. Kohn, Esq.
         Robert A. Schwinger, Esq.
         CHADBOURNE & PARKE LLP
         30 Rockefeller Plaza
         New York, NY 10112
         Tel: (212) 408-5100
         E-mail: llarose@chadbourne.com
                 skohn@chadbourne.com
                 rschwinger@chadbourne.com

Attorneys for National Public Finance Guarantee Corp. are:

         James F. Bendernagel, Jr., Esq.
         Guy S. Neal, Esq.
         SIDLEY AUSTIN LLP
         1501 K Street, N.W.
         Washington, D.C. 20005
         Tel: (202) 736-8041
         Fax: (202) 736-8711
         E-mail: jbendernagel@sidley.com
                 gneal@sidley.com

                 - and -

         Jeffrey E. Bjork, Esq.
         Gabriel MacConaill, Esq.
         SIDLEY AUSTIN LLP
         555 West Fifth Street, Suite 4000
         Los Angeles, CA 90013
         Tel: (213) 896-6000
         Fax: (213) 896-6600
         E-mail: jbjork@sidley.com
                 gmacconaill@sidley.com

Attorneys for Berkshire Hathaway Assurance Corp.

         Thomas P. Christy, Esq.
         GARAN LUCOW MILLER, P.C.
         1111 West Long Lake Road, Suite 300
         Troy, Michigan 48098
         Tel: (248) 641-7600
         Fax: (248) 641-0222
         E-mail: tchristy@garanlucow.com

                  - and -

         Christopher P. Jelinek
         GARAN LUCOW MILLER, P.C.
         1000 Woodbridge St
         Detroit, MI 48207
         Tel: (313) 446-1530
         E-mail: cjelinek@garanlucow.com

                  - and -

         My Chi To, Esq.
         DEBEVOISE & PLIMPTON LLP
         919 Third Avenue
         New York, NY 10022
         Tel: (212) 909-7435
         Fax: (212) 521-7425
         E-mail: mcto@debevoise.com

Attorneys for U.S. Bank National Association, as Trustee for the
Water and Sewer Bonds, are:

         Paul S. Davidson, Esq.
         David E. Lemke, Esq.
         Heather J. Hubbard, Esq.
         WALLER LANSDEN DORTCH & DAVIS, LLP
         511 Union Street, Suite 2700
         Nashville, TN 37219
         Tel: (615) 244-6380
         Fax: (615) 244-6804

                   - and -

         Robert J. Diehl, Jr., Esq.
         Jaimee L. Witten, Esq.
         BODMAN PLC
         1901 St. Antoine Street, 6th Floor
         Detroit, MI 48226
         Tel: (313) 393-7597
         Fax: (313) 393-7579

Attorneys for Nuveen Asset Management, and BlackRock Financial
Management, Inc., members of the Ad Hoc Bondholder Committee, are:

         Amy Caton, Esq.
         Gregory A. Horowitz, Esq
         KRAMER LEVIN NAFTALIS & FRANKEL, LLP
         1177 Avenue of the Americas
         New York, NY 10036
         Tel: (212) 715-9100
         Fax: (212) 715-8000
         E-mail: acaton@kramerlevin.com

Attorneys for Fidelity Management & Research Company, Eaton Vance
Management, and Franklin Advisers, Inc., members of the Ad Hoc
Bondholder Committee, are:

         William W. Kannel
         Adrienne K. Walker, Esq.
         MINTZ, LEVIN, COHN, FERRIS, GLOVSKY and POPEO, P.C.
         One Financial Center
         Boston, MA 02111
         Tel: 617-542-6000
         Fax: 617-542-2241
         E-mail: wkannel@mintz.com
                 akwalker@mintz.com

                  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: Proposes Tender Offer to Issue $5.5-Bil. DSWD Bonds
----------------------------------------------------------------
The City of Detroit, Michigan, is asking the bankruptcy court to
enter an order authorizing the City and the Detroit Water and
Sewerage Department ("DWSD"), a department of the City, to issue,
via a public offering, direct purchase or a private placement, one
or more series of Sewage Disposal System Revenue and Revenue
Refunding Bonds and Water Supply System Revenue Refunding Bonds
that, if approved, would provide DWSD with secured financing in an
aggregate amount not to exceed $5,500,000,000.

The DWSD Revenue and Revenue Refunding Financing will consist of
(a) an amount not to exceed $190,000,000 in capital improvement
financing, which will be used to make essential capital
improvements to the City's sewage disposal system as required
under state and federal law; and (b) a tender offer financing, in
an amount up to $5,310,000,000, which will be used to (i) finance
the City's purchase for cancellation of certain water and sewer
bonds that have been tendered and accepted in connection with a
pending invitation to tender to the holders of the City's
outstanding water and sewer bonds and, potentially, (ii) refund
through optional redemption certain outstanding water and sewer
bonds of the City.

            DWSD Bonds Under City's Plan of Adjustment

Currently, DWSD has approximately $1.8 billion of outstanding
senior lien sewer bonds and $945 million of outstanding second
lien sewer bonds.  DWSD has approximately $1.8 billion of
outstanding senior lien water bonds and $629 million of
outstanding second lien water bonds.

The City's existing water and sewer bonds are secured, along with
the State Revolving Funds bonds, by a statutory lien on DWSD's
"Pledged Assets."  "Pledged Assets" consist of: (i) Net Revenues;
(ii) the funds and accounts established by or pursuant to the
Ordinances except for the Operation and Maintenance Fund and the
Construction Fund (each as defined in the Ordinances) and any
account thereof; (iii) investments of amounts credited to any
fund, account or sub-account that is a Pledged Asset; and (iv) any
income or gain realized from investments that are Pledged Assets
to the extent that such income or gain is not a Net Revenue. See
Amended and Restated Ordinance No. 18-01 Sewer Ordinance at Sec.
II.1; Amended and Restated Ordinance No. 01-05 Water Ordinance at
Sec. 1.

The City's Corrected Fifth Amended Plan of Adjustment filed with
the Court on July 29, 2014, currently classifies claims arising
with respect to the Existing DWSD Bonds into Classes 1A through
1C.  Class 1A consists of 337 individual classes of Existing DWSD
Bonds divided by CUSIP.  Claims classified in certain classes
comprising Class 1A are impaired. Claims classified in Classes 1B
and 1C are unimpaired.  The direct economic savings to the City
and DWSD if the City and DWSD are successful at impairing Class 1A
claims under the Plan could be as high as approximately $225
million under certain circumstances on a present value basis over
the remaining life of the impaired bonds (23 years).

The deadline for the holders of impaired claims to vote to accept
or reject the Plan was July 11, 2014. Holders of unimpaired claims
in Classes 1B and 1C were not entitled to vote on the Plan and
were deemed to have accepted the Plan. The impaired classes in
Class 1A, however, were solicited to vote, and most voted to
reject the Plan.

Various parties with an interest in Existing DWSD Bonds also
raised objections to the Plan:

    * U.S. Bank National Association as DWSD Bond Trustee;
    * Berkshire Hathaway Assurance Corporation;
    * National Public Finance Guarantee Corporation;
    * Ad Hoc Committee of DWSD Bondholders; and
    * Financial Guaranty Insurance Company

Many of the DWSD Plan Objections asserted that the treatment of
Existing DWSD Bond Claims under the Plan is not "fair and
equitable" under 11 U.S.C. Sec. 1129(b)(2), in that the Plan does
not give the bondholders the present value of their claims,
impermissibly modifies the call protections of existing bonds, and
does not provide the "indubitable equivalent" value mandated for
such secured claims.  Similarly, certain DWSD Plan Objections
asserted that the Plan treatment does not satisfy the "best
interests of creditors" test under 11 U.S.C. Sec. 943(b)(7)
because bondholders do not receive under the Plan what they could
reasonably expect under the circumstances and that the bondholders
could have enhanced recovery outside of Chapter 9.  Other DWSD
Plan Objections argued that the Plan impermissibly impairs or
strips liens on special revenues in violation of 11 U.S.C. Sec.
928.   Additionally, certain DWSD Plan Objections claimed that the
Plan does not satisfy the requirements of 11 U.S.C. Sec. 943(b)
because the Plan (a) requires the issuance of securities that do
not comply with Michigan law, (b) is not conditioned on requisite
regulatory approvals, (c) violates Michigan law regarding the use
of DWSD's "Revenues" or (d) otherwise does not comply with
Michigan or federal bankruptcy law.

                    Tender & Proposed Settlement

On Aug. 7, 2014, the City, acting through the DWSD,
launched the Tender for all Existing DWSD Bonds. The material
terms of the Tender are described in the invitations to tender,
each dated August 7, 2014, sent to holders of Existing DWSD Bonds.

Each series of Existing DWSD Bonds and related CUSIPs and the
associated proposed tender purchase price are set forth on
Schedule A to the applicable Tender Invitation. The period to
tender Existing DWSD Bonds closes at 5:00 p.m. (Eastern Time) on
August 21, 2014.

The Tender is the result of negotiations among the City (including
DWSD), providers of bond insurance for certain of the Existing
DWSD Bonds (the "DWSD Bond Insurers"), the Ad Hoc Committee of
DWSD Bondholders (the "Ad Hoc Committee") and U.S. Bank National
Association ("DWSD Trustee"), as trustee for the Existing DWSD
Bonds.

The Tender is an effort to achieve long-term savings for DWSD in
connection with the Existing DWSD Bonds in a consensual manner in
advance of any ruling on confirmation of the Plan.  The
confirmation hearing is scheduled to commence on August 21, 2014.
The Tender and the DWSD Revenue and Revenue Refunding Financing
encompass a series of interrelated agreements and transactions
among the parties that, when taken together and if accepted by the
City, will result in a restructuring of DWSD's capital structure
producing significant economic savings for DWSD and, upon closing
of the Tender on the Settlement Date, the resolution of all of the
DWSD Plan Objections (including the objection of National).  The
parties thus believe that the Tender and the Settlement will
result in streamlining the upcoming confirmation hearing.

In addition to the Tender itself, the Settlement consists of these
terms:

A. Potential Acceptance of Tender

   -- If, in the City's sole discretion, a sufficient amount of
the Existing DWSD Bonds are tendered on or prior to the Tender
Offer Expiration Date, such that DWSD will achieve economic
savings from the tender acceptable to DWSD and the City, the City
will accept the tender of such Existing DWSD Bonds (upon
acceptance by the City, the "Tendered Bonds"), subject to
receiving acceptable pricing in the market for the 2014 DWSD
Revenue and Revenue Refunding Bonds;

   -- Each member of the Ad Hoc Committee will tender a
significant portion of their respective impaired Existing DWSD
Bonds;

   -- The other provisions of the Assured Insurance Commitment
Term Sheet set forth on Exhibit 7 will be implemented7;

B. Financing the Tender

   -- To the extent that the City accepts the Tendered Bonds, and
following entry of the proposed order, the City will issue 2014
Revenue and Revenue Refunding Bonds either through a private
placement or direct purchase (a "Direct Purchase") or a public
offering (a "Public Offering") through the Michigan Finance
Authority (the "MFA"), certain proceeds of which will be used by
the City to finance the purchase or optional redemption of the
Tendered Bonds (the date of such closing, the "Settlement Date");

   -- The City will request that the Court find that the pledge of
DWSD "Net Revenues" as security for the 2014 DWSD Revenue and
Revenue Refunding Bonds constitutes a "lien" on "special revenues"
as contemplated by sections 101(37), 902(2), 922(d) and 928 of the
Bankruptcy Code;

   -- On the Settlement Date (i) the City will file an amended
Plan (the "Amended Plan") that renders unimpaired the Existing
DWSD Bond Claims within the meaning of section 1124 of the
Bankruptcy Code, and (ii) the DWSD Plan Objections will be deemed
to be withdrawn;

C. Plan of Adjustment Matters

   -- The City and the DWSD Objecting Parties have agreed that,
with respect to DWSD's contributions to the GRS pension plan: (i)
DWSD will pay as operation and maintenance expenses, to be
allocated between the Sewage Disposal System and the Water Supply
System, no more than the sum of (a) $24 million per annum; and (b)
DWSD's allocable share of its annual "defined contribution"
payments related to the DWSD employees; and (ii) DWSD shall pay
the difference between the annual allocation of the Plan GRS
pension contributions provided in the Plan and $24 million from a
"pension liability payment fund" that is funded after payments
required to be made into the SRF Junior Lien Bond and Interest
Redemption Fund established and defined in the Bond Documents and
on a subordinated basis to the 2014 DWSD Revenue and Revenue
Refunding Bonds and all other existing bond debt.  All parties
have agreed that this accounting treatment shall not constitute
"impairment" of the Existing DWSD Bonds or the Existing DWSD Bond
Claims in respect thereof;

   -- Following the filing of the Amended Plan, the City will not
thereafter amend, supplement or otherwise modify the Amended Plan,
or participate in, support or acquiesce to any such amendment,
supplement or modification (including any motion for an order
seeking such amendment, supplement or modification) of the Amended
Plan that would result in the impairment of any Existing DWSD Bond
Claim;

D. New DWSD Bond Insurance

   -- Assured will commit to insure the 2014 DWSD Revenue and
Revenue Refunding Bonds (the insurance policies to be issued, the
"2014 DWSD Refunding Bonds Insurance Policies") in an amount not
less than the principal amount of the outstanding Assured-insured
Tendered Bonds.  Specifically, Assured has committed to insure:

     (i) The portion of the 2014 DWSD Revenue and Revenue
Refunding Bonds which are senior lien DWSD Sewage Disposal System
Revenue Refunding Bonds in a principal amount not less than the
principal amount of the outstanding Assured-insured senior lien
DWSD Sewage Disposal System Revenue and Revenue Refunding Bonds
tendered and refunded in conjunction with the tender offer
contemplated by the Disclosure Statement Relating to Invitation to
Tender Bonds $2,750,800,000, City of Detroit Michigan, Detroit
Water and Sewerage Department Sewage Disposal System Bonds
Consisting of $1,805,620,000 Revenue and Revenue Refunding Senior
Lien Bonds and $945,180,000 Revenue Refunding Second Lien Bonds,

    (ii) The portion of the 2014 DWSD Revenue and Revenue
Refunding Bonds which are senior lien DWSD Water Supply System
Revenue Refunding Bonds in a principal amount not less than the
principal amount of the outstanding Assured-insured senior lien
DWSD Water Supply System Revenue and Revenue Refunding Bonds
tendered and refunded in conjunction with the tender offer
contemplated by the Disclosure Statement Relating to Invitation to
Tender Bonds $2,433,140,000 City of Detroit Michigan, Detroit
Water and Sewerage Department Water Supply System Bonds Consisting
of $1,803,940,000 Revenue Refunding Senior Lien Bonds and
$629,200,000 Revenue Refunding Second Lien Bonds, and

   (iii) The portion of the 2014 DWSD Revenue and Revenue
Refunding Bonds which are senior lien 2014 Sewer Refinancing Bonds
in an amount not less than the principal amount of the outstanding
Assured-insured junior lien Sewage Disposal System Revenue and
Revenue Refunding Bonds and Water Supply System Revenue and
Revenue Refunding Bonds tendered and refunded in conjunction with
the tender offer;

E. New DWSD Surety Policies

   -- Assured will agree to deliver debt service reserve fund
("DSRF") surety insurance policies (the "2014 DWSD Refunding Bonds
Surety Policies" and together with the 2014 DWSD Refunding Bonds
Insurance Policies, collectively, the "Assured Policies") as to
reserve accounts that secure exclusively the Assured-insured 2014
DWSD Revenue and Revenue Refunding Bonds in a principal amount
equal to the DSRF requirement (subject to a limit of $70 million
of additional surety coverage).  The coverage available as to each
surety shall amortize ratably with the amortization of the series
of 2014 DWSD Revenue and Revenue Refunding Bonds that it secures
and shall also be reduced proportionately to the extent the series
of 2014 DWSD Revenue and Revenue Refunding Bonds so secured by the
DSRF policy is defeased or redeemed prior to scheduled
amortization.  Assured also will charge as a premium for each 2014
DWSD Refunding Bonds Surety Policy 15% of the initial face amount
of any DSRF surety, payable upon delivery. With respect to any
2014 DWSD Refunding Bonds Surety Policy for a DSRF with respect to
any Assured-insured 2014 DWSD Revenue and Revenue Refunding Bonds
the proceeds of which are applied to the payment of the tender
price or refunding of DWSD bonds insured by BHAC -- any such bonds
tendered, the "Berkshire Bonds" -- Assured's premium will be
reduced from 15% by .75% for each $50 million of Berkshire Bonds
that are tendered/refunded subject to a floor of 10%.  Therefore,

          if at least $50 million but less than $100 million of
Berkshire Bonds are tendered the Assured surety premium will be
14.25%;

          if at least $100 million but less than $150 million of
Berkshire Bonds are tendered, the Assured surety premium will be
13.50%;

          if at least $150 million but less than $200 million of
Berkshire Bonds are tendered, the Assured surety premium will be
12.75%;

          if at least $200 million but less than $250 million of
Berkshire Bonds are tendered, the Assured DSRF surety premium will
be 12%;

          if at least $250 million but less than $300 million of
Berkshire Bonds are tendered, the Assured surety premium will be
11.25%;

          if at least $300 million but less than $350 million of
Berkshire Bonds are tendered, the Assured surety premium will be
10.50%; and

          if at least $350 million of Berkshire Bonds are
tendered, the Assured surety premium will be 10.00%.

In no event shall the premium for any 2014 DWSD Refinancing Bonds
Surety Policy be less than 10% of the original face amount of the
surety;

F. Professional Fee Reimbursements

   -- DWSD will reimburse the professional fees and expenses (the
"Resolved DWSD Fee Claims") of certain of the DWSD Settlement
Parties8 incurred in connection with the DWSD claims in the City's
chapter 9 case, as follows:

     (i) To Assured, $3,000,000

    (ii) To the Ad Hoc Committee, $1,200,000

   (iii) To FGIC, $550,000

    (iv) With respect to the fee and expense claim (the "DWSD
Trustee Fee Claim") of the DWSD Trustee, which includes its
extraordinary fees and expenses as trustee and the fees and
expenses of professionals engaged in connection with the
extraordinary services it has performed, the parties have agreed
to a range with respect to amount and a binding arbitration
process that establishes the parameters for resolving the DWSD
Trustee Fee Claim within that range. In that regard, the City and
DWSD Trustee have agreed as follows:

         (a) The DWSD Trustee Fee Claim will be established in an
amount not less than $2.25 million and not more than $5.75 million
(the "DWSD Trustee Fee Claim Range"), inclusive of amounts
received or held by the DWSD Trustee.  Fees and expenses incurred
by the DWSD Trustee relating to the Tender as well as fees and
expenses unrelated to the chapter 9 case are not included in the
DWSD Trustee Fee Claim Range and will be paid in the ordinary
course by DWSD to the DWSD Trustee.  Bankruptcy-related fees, that
are not related to the Tender and that are incurred by the DWSD
Trustee through the conclusion of the confirmation hearing set to
commence on August 21, 2014, are subject to the DWSD Trustee Fee
Claim Range.

         (b) The DWSD Trustee Fee Claim will be resolved in
binding arbitration (the "DWSD Trustee Fee Claim Arbitration").
The arbitrator will be selected by the parties no later than
August 26, 2014 and is to be a person with experience in both
municipal finance and bankruptcy.  If the parties cannot agree on
an arbitrator, DWSD and the DWSD Trustee will each submit two
individuals with the requisite experience to Judge Elizabeth
Perris and Judge Gerald Rosen (the federal mediators in this case)
who, in turn, will select the arbitrator.

         (c) DWSD and the DWSD Trustee will evenly split the cost
of the DWSD Trustee Fee Claim Arbitration.

         (d) Subject to the arbitrator's time and availability,
the parties agree to conclude the DWSD Trustee Fee Claim
Arbitration before November 30, 2014. Upon entry of the fee award
by the arbitrator, DWSD will promptly pay the amount of the award
to the DWSD Trustee.

         (e) As part of the DWSD Trustee Fee Claim Arbitration,
the City and DWSD will release the DWSD Trustee from any claims
related to the fees and expenses incurred by the DWSD Trustee
through the date of the DWSD Trustee Fee Claim Arbitration.

         (f) The DWSD Trustee Fee Claim Arbitration will be the
exclusive means for DWSD to resolve disputes regarding the DWSD
Trustee Fee Claim. The DWSD Trustee, its professionals, and the
DWSD Trustee Fee Claim will no longer be subject to the Fee Review
Order, dated September 11, 2013 [Docket No. 810], as amended by
the Order Amending and Clarifying Fee Review Order of September
11, 2013 [Docket No. 5150], or the Order Appointing Fee Examiner,
dated August 19, 2013, as these orders may be further amended. The
parties and the Bankruptcy Court will accept, conclusively, the
arbitrator's final award as reasonable and otherwise satisfactory
to the requirements of Section 943(b)(3) of the Bankruptcy Code.
Neither DWSD nor the City will file a disgorgement motion or seek
to litigate fees and costs in a manner that is inconsistent with
the DWSD Trustee Fee Claim Arbitration.

The City (through the Board of Water Commissioners and the
Emergency Manager) will decide whether to accept for purchase and
cancellation Tendered Bonds no later than August 22, 2014. The
City proposes to have this Motion heard by the Court on August 25,
2014 or as soon thereafter as the Court's calendar permits.
Assuming approval of this Motion on this time frame, the 2014 DWSD
Revenue and Revenue Refunding Bonds will be priced in the public
market on or about August 26, 2014. The projected Settlement Date
to close the DWSD Revenue and Revenue Refunding Financing and the
purchase of the Tendered Bonds is September 4, 2014.  The City
would file the Amended Plan on that date immediately prior to
closing.

Based on preliminary feedback from certain large institutional
holders of Existing DWSD Bonds, the City is informed and,
therefore, believes that there is sufficient interest in the
Tender among bondholders to achieve a successful result.  To the
extent consummated, the Tender would facilitate a consensual
restructuring of DWSD's capital structure, while rendering
unimpaired all Existing DWSD Bond Claims and resolving the DWSD
Bond Objections to confirmation of the Plan.

Additionally, and perhaps just as importantly from the perspective
of DWSD's long-term liquidity position and capital structure, the
DWSD Revenue and Revenue Refunding Financing will allow DWSD to
refinance the Tendered Bonds with insured and uninsured public
debt or, to the extent that there is any shortfall, with direct
purchase financing from Citibank, N.A., together with one or more
additional purchasers.  DWSD will work to achieve ratings of the
2014 DWSD Revenue and Revenue Refunding Bonds, and DWSD believes
that the 2014 DWSD Revenue and Revenue Refunding Bonds should be
investment grade. Moreover, the ratings of the 2014 Revenue and
Revenue Refunding Bonds will be further enhanced by the 2014 DWSD
Refunding Bonds Insurance Policies and the 2014 DWSD Refunding
Bonds Surety Policies.

The long-term cost of capital for the publicly-financed bonds
should be lower than that of the Existing DWSD Bonds, thus saving
DWSD tens of millions of dollars in annual debt service payments
in both systems combined.

Finally, bond documents for certain of the Existing DWSD Bonds
currently require DWSD to maintain sureties and in some cases,
significant sums of cash in debt service reserves to protect
bondholders against a payment default by the City. In connection
with the DWSD Revenue and Revenue Refunding Financing, certain of
the existing sureties will be cancelled and certain cash reserves
will be released, in an amount that DWSD currently estimates at
approximately $50 million.  These funds will be applied in
accordance with the applicable bond documents and applicable law
as a part of the DWSD Revenue and Revenue Refunding Financing,
effectively reducing the necessary size of the financing by the
amount of released funds, net of the cost of reserve fund
compliance under the Ordinances.  These cost savings will also be
facilitated by the issuance of the 2014 DWSD Refunding Bonds
Insurance Policies and the 2014 DWSD Refunding Bonds Surety
Policies.

Based on the foregoing, the City believes that approving the
Settlement and DWSD Revenue and Revenue Refunding Financing is in
the best interests of the City (including DWSD), its residents,
other users of the water supply system and sewerage disposal
system and all parties in interest in this case.

G. Intended Use of Proceeds of the DWSD Revenue Financing

The DWSD Revenue Financing will be used by DWSD to complete
critically needed investments in its sewage disposal system to
assist in keeping the City in compliance with applicable
environmental laws and regulations. DWSD's long history of failing
to comply with requirements of the Environmental Protection Agency
(the "EPA") under the Clean Water Act, 33 U.S.C. Sec. 1251 et seq.
(the "Clean Water Act") is well documented, most comprehensively
in the myriad of compliance orders (the "Compliance Orders")
issued by the Judge Cox in Case No. 77-71100, United States of
America v. City of Detroit (D. Ct. E.D. Michigan) (the "Oversight
Litigation"). The Oversight Litigation was initiated in 1977 by
the federal government to remedy alleged violations of federal
environmental laws and regulations at the DWSD wastewater
treatment plants.

Citing the Department's operational and compliance progress, on
March 27, 2013, the District Court issued an Order closing the
Oversight Litigation but retained limited jurisdiction to enforce
the Compliance Orders as necessary.

DWSD now operates under NPDES Permit No. MI0022802 issued March 1,
2013 (the "Permit") and Administrative Consent Order No. ACO-
000131 between DWSD and the Michigan Department of Environmental
Quality, Water Resources Division, dated July 8, 2011 entered in
the Oversight Litigation (the "ACO"). Both the Permit and the ACO
contain operating, compliance, monitoring and implementation
provisions and deadlines, all of which are designed to bring DWSD
into compliance with state and federal law.

The failure to comply with the Permit and ACO, including key
deadlines set forth therein, constitutes a violation of Michigan
and, in some cases, federal law. Such violations can constitute
grounds for enforcement actions, which can include termination of
the Permit, denial of operating permit renewal, the imposition of
fines under the ACO (running from $1,000 to $2,000, most of which
accrue on a per diem, per violation basis) and the imposition of
statutory or equitable remedies by the state and federal
governments. Any of these remedies could have a significant and
material impact on DWSD's ability to operate the City's sewage
disposal system.

The causes of the City's difficulties with respect to complying
with its obligations under applicable law are varied and
complicated.  Nevertheless, an acute shortage of resources has
been a primary contributing factor. Toward that end, in December
2013, the Board of Water Commissioners for the City approved a
five-year "Capital Improvement Plan" for the City's sewage
disposal system (as amended on July 9, 2014, and as may be further
amended from time to time, the "CIP"), which is intended to ensure
that DWSD makes the necessary infrastructure and personnel
investments over the life of the CIP in order to remain in
compliance with the Permit and ACO.

To date, the City has financed its ongoing CIP with proceeds of
the Sewage Disposal System Revenue Bonds, federal and State grants
and loans and revenues of the Sewage Disposal System. Over the
past ten years, the Department spent approximately $1.7 billion on
capital improvements to the Sewage Disposal System.

DWSD needs to continue carrying out the CIP, and the DWSD Revenue
Financing is critical to that effort. DWSD has entered into a
number of contracts with vendors to provide certain system
improvements, as set forth in the CIP, and construction is
underway on many system improvement components.

Pursuant to its contracts, DWSD is obligated to make payment for
these improvements pursuant to established contract milestones.
Absent incremental financing, DWSD's capital budget will be
perilously depleted beginning in October 2014, thus risking DWSD's
continued efforts under the CIP to remain in compliance with the
Permit and ACO. Failure to comply with the rigid compliance
standards set forth in the ACO may result in significant penalties
risking DWSD's ability to operate the sewage system for the
benefit of the City's residents and other users of the sewerage
disposal system.

                  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.


ENERGY FUTURE: Deadline to File Proofs of Claim Set for Oct. 27
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established Oct. 27, 2014, as the deadline for all persons and
entities holding or asserting a claim against Energy Future
Holdings Corp., formerly known as TXU Corp. to file a proof of
claim in the Debtors' bankruptcy cases.

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

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

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

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

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

EFH's legal advisors for the Chapter 11 proceedings are Richard M.
Cieri, Esq., Edward O. Sassower, P.C., Stephen E. Hessler, Esq.,
Brian E. Schartz, Esq., James H.M. Sprayregen, P.C., Chad J.
Husnick, Esq., and Steven N. Serajeddini, Esq., at Kirkland &
Ellis, LLP; and Mark D. Collins, Esq., and Daniel J. DeFranceschi,
Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger,
P.A.  The Debtors also tapped as financial advisor, Evercore
Partners, and as restructuring advisor, Alvarez & Marsal.  Epiq
Systems is the claims agent.

The TCEH first lien lenders supporting the restructuring agreement
are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP
as legal advisor, and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.

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


ENERGY FUTURE: Has Until Aug. 27 to Decide on Unexpired Leases
--------------------------------------------------------------
The Bankruptcy Court extended from Aug. 27, 2014, until Nov. 25,
Energy Future Holdings Corp., et al.'s time to assume or reject
the unexpired leases.

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: Oct. 14 Deadline to Challenge Lender Stipulations
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation and consent order extending certain deadlines in the
final order authorizing Energy Future Holdings Corp., et al.'s use
of cash collateral.

The stipulation was entered among Texas Competitive Electric
Holdings Company LLC, et al.; Wilmington Trust, N.A., as successor
collateral agent and successor administrative agent under that
certain credit agreement dated as of Oct. 10, 2007, as modified;
CSC Trust Company of Delaware as successor indenture trustee under
that certain indenture dated April 19, 2011, for the 11.50% senior
secured notes due Oct. 1, 2020; and the unofficial committee of
certain unaffiliated holders of, inter alia, first lien senior
secured claims against the TCEH Debtors.

The stipulation provides that the final cash collateral order
dated June 6, 2014, will be modified solely to reflect that the
deadline established for parties-in-interest, including without
limitation, the Creditors Committee and any person acting on
behalf of the TCEH Debtors' estates, to challenge the stipulations
and admissions contained in the final cash collateral order is
extended until Oct. 14, 2014, subject to further extension by
written agreement of the parties.

            About Energy Future Holdings fka TXU Corp.

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

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

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

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

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

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

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

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

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


FIRED UP: Premium Finance Agreement Has Final Approval
------------------------------------------------------
U.S. Bankruptcy Judge Tony M. Davis entered a final order
approving the premium finance agreement between Fired Up, Inc.,
and AFCO Credit Corporation with respect to the finance of the
Debtor's continuing insurance coverage.

The Debtor, in its motion, stated that it is engaged in the
business of owning, operating and franchising the Johnny Carino's
chain of casual dining restaurants.  In the ordinary course of its
business, the Debtor must maintain various insurance policies.
The policies will bear total premiums of $336,586.  In order to
better manage its cash flow, the Debtor finances such premiums in
the ordinary course of business.  The policies are valuable
policies and it is essential to maintain them in the interest of
the preservation of the property, assets and business of the
Debtor.

The premiums for the policy(ies) are to be financed through AFCO
which requires the Debtor to enter into a premium finance
agreement that includes a security agreement which grants AFCO a
secured interest in the gross unearned premiums which would be
payable in the event of cancellation of the insurance policy(ies)
and which further authorizes AFCO to cancel the financed insurance
policy(ies) and obtain the return of any unearned premiums in the
event of a default in the payment of any installment due.

The terms of the financing are:

   a. The Debtor will make a down payment of $117,805 and then
will make eight payments of $27,694, including interest at the
rate of 3.35% per annum; and

   b. The Debtor will pay a total of $2,778 in finance charges
under the agreement.

The Court also ordered that AFCO is granted a first and only
priority security interest in: (i) any and all unearned premiums
and dividends which may become payable under the financed
insurance policies for whatever reason; and (ii) loss payments
which reduce the unearned premiums, subject to any mortgagee
or loss payee interests.

The Debtor requested an expedited hearing on the matter.

                       About Fired Up, Inc.

Fired Up, Inc., the Austin, Texas-based owner and operator of the
Johnny Carino's Italian restaurant chain, sought Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on
March 27, 2014, in Austin.  The Debtor is represented by attorneys
at Barron & Newburger, P.C., in Austin.  It estimated assets and
debt of $10 million to $50 million.

As of the bankruptcy filing, Fired Up had 2,900 employees and
owned and operated 46 company-owned stores known as Johnny
Carino's Italian in seven states (Texas, Arkansas, Colorado,
Louisiana, Idaho, Kansas and Missouri) and 61 franchised or
licensed locations in 17 states and four other countries (Bahrain,
Dubai, Egypt and Kuwait).

The company began its own "out of court" reorganization in the
last quarter of 2013 by closing 20 unprofitable restaurants.  The
company later opted to seek bankruptcy protection to tie up the
"loose ends" of its self-imposed "reorganization" that did not
appear capable of being tied up without litigation.  In
particular, the provisions of the Bankruptcy Code with respect to
the rejection of burdensome leases and the ability to propose and
pay out its debts pursuant to a Plan without piecemeal prosecution
by random uncooperative creditors undermining same were
particularly attractive.

For the fiscal year ending June 27, 2012, the company reported
total revenues of $125.7 million, net income of $614,000, and
guest counts of 8.6 million.  For the fiscal year ending June 26,
2013, the company reported total revenues of $120.8 million, a net
loss of $5.9 million, and guest counts totaling 8.5 million.

The Debtor disclosed $10,360,877 in assets and $36,139,375 in
liabilities.

Creed Ford III is the majority shareholder and has served as
president and CEO since 2008.   Mr. Ford and Norman J. Abdallah
formed Fired Up in 1997 for the purpose of acquiring the then six-
unit Johnny Carino's Italian Kitchen chain from Brinker
International, Inc.

The U.S. Trustee appointed a seven-member Official Committee of
Unsecured Creditors.  The Committee tapped Pachulski Stang Ziehl &
Jones LLP as its counsel, and FTI Consulting, Inc. as its
financial advisor.


FOUR OAKS: Raises $24MM From Rights Offering; Adopts Rights Plan
----------------------------------------------------------------
Four Oaks Fincorp, Inc., concluded a rights offering and
concurrent standby offering to Kenneth R. Lehman, in which the
Company issued an aggregate of 24,000,000 shares of common stock
at $1.00 per share for aggregate gross proceeds of $24.0 million.
In connection with the Rights Offering, 9,248,464 shares were
issued to holders upon exercise of their basic subscription
privilege (including 2,625,000 shares issued to Mr. Lehman) and
1,376,536 shares were issued to holders upon exercise of their
oversubscription privilege, which was approximately 9.2% of the
total number of shares requested pursuant to holders'
oversubscription privilege.  In connection with the Standby
Offering, Mr. Lehman purchased an additional 12,500,000 shares.

Shareholders who purchased shares in the Rights Offering through
their brokerage accounts will receive their purchased shares and
any excess subscription payments within their respective accounts.

Chairman, president and chief executive officer, Ayden R. Lee,
Jr., said, "The tremendous success of this rights offering and the
associated standby offering reinforces the capital foundation of
the Company and builds on the positive trends in our operations
and financial results.  We greatly appreciate the continued
support of our Four Oaks shareholders and remain sharply focused
on capitalizing on this positive momentum."

                            Poison Pill

On Aug. 18, 2014, the Board of Directors of Four Oaks entered into
a tax asset protection plan between the Company and Registrar and
Transfer Company, as Rights Agent, according to a regulatory
filing with the U.S. Securities and Exchange Commission.

In connection with the Rights Agreement, the Board declared a
dividend of one right for each outstanding share of common stock,
$1.00 par value per share held of record at the close of business
on Aug. 19, 2014, or issued thereafter and prior to the Separation
Time and pursuant to options and convertible securities
outstanding at the Separation Time.  Each Right entitles its
registered holder to purchase from the Company, after the
Separation Time, one one-thousandth of a share of Series A
Preferred Stock, for $10.00, subject to adjustment.

Four Oaks said the Plan is intended to preserve the long-term
value of the Company's federal net operating loss and other tax
carryforwards, which represent a substantial asset to the Company
and its shareholders.  The Company added the Plan is similar to
tax protection plans adopted by other public companies with
significant tax carryforwards.  As of June 30, 2014, the Company
had a federal net operating loss carryforward of approximately
$36.8 million, as well as state net operating loss carryforwards
and federal and state tax credits that can be carried forward to
future years.

"The Plan should protect the Company's valuable tax assets by
reducing the likelihood of an unintended 'ownership change' under
technical IRS rules," said Ayden R. Lee Jr., the Company's
chairman, president and chief executive officer.  Under Section
382 of the Internal Revenue Code, the use of the Company's net
operating loss and other carryforwards would be limited in the
event of an "ownership change," which is defined as a cumulative
change of more than 50% during any three year period by
shareholders owning 5% or more of the Company's stock.  Certain
Company actions, including share repurchases, would add to the
cumulative ownership change under Section 382.

The Plan is designed to discourage any person from becoming a 5%
shareholder, thereby reducing the risk of such an ownership
change.  There is no guarantee, however, that the Plan will
prevent the Company from experiencing an ownership change, and the
Company may pursue additional means of protecting this substantial
asset.

Existing holders of 4.9% or more of the Company's outstanding
shares of common stock are exempt from triggering provisions of
the Plan, but lose that exemption as soon as they make any
additional purchases of Company common stock.  The Board of
Directors considered a number of factors in establishing the term
of the Plan, including anticipated use of the net operating loss
carryforwards, governance matters and efficiency.  The Company
does not anticipate exhausting its net operating loss
carryforwards prior to the expiration of the term; nevertheless,
the Plan will expire if the value of any unused carryforwards is
no longer material.  The Plan will also expire upon redemption or
exchange of the rights.  Otherwise, the Plan will expire no later
than the close of business on Aug. 18, 2020, unless extended by
the Board of Directors.

                          About Four Oaks

Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is
the bank holding company for Four Oaks Bank & Trust Company.  The
Company has no significant assets other than cash, the capital
stock of the bank and its membership interest in Four Oaks
Mortgage Services, L.L.C., as well as $1,241,000 in securities
available for sale as of Dec. 31, 2011.

Four Oaks reported a net loss of $350,000 in 2013, a net loss of
$6.96 million in 2012 and a net loss of $9.09 million in 2011.
The Company's balance sheet at March 31, 2014, showed $816.22
million in total assets, $791.81 million in total liabilities and
a $24.40 million in total stockholders' equity.

                          Written Agreement

"In late May 2011, the Company and the Bank entered into a formal
written agreement (the "Written Agreement") with the Federal
Reserve Bank of Richmond (the "FRB") and the North Carolina Office
of the Commissioner of Banks (the "NCCOB").  Under the terms of
the Written Agreement, the Bank developed and submitted for
approval, within the time periods specified, plans to:

   * revise lending and credit administration policies and
     procedures at the Bank and provide relevant training;

   * enhance the Bank's real estate appraisal policies and
     procedures;

   * enhance the Bank's loan grading and independent loan review
     programs;

   * improve the Bank's position with respect to loans,
     relationships, or other assets in excess of $750,000, which
     are now or in the future become past due more than 90 days,
     are on the Bank's problem loan list, or adversely classified
     in any report of examination of the Bank; and

   * review and revise the Bank's policy regarding the Bank's
     allowance for loan and lease losses and maintain a program
     for the maintenance of an adequate allowance.

A material failure to comply with the terms of the Written
Agreement could subject the Company to additional regulatory
actions and further restrictions on its business.  These
regulatory actions and resulting restrictions on the Company's
business may have a material adverse effect on its future results
of operations and financial condition," the Company said in its
quarterly report for the period ended March 31, 2014.


FREEDOM INDUSTRIES: Aug. 29 Hearing on Briefs on AIG Settlement
---------------------------------------------------------------
The Hon. Ronald G. Pearson of the U.S. Bankruptcy Court for the
Southern District of West Virginia will consider on Aug. 29, 2014,
reply briefs in relation to the motion for approval of a
settlement agreement and insurance buy-back between Freedom
Industries, Inc., and insurer AIG Specialty Insurance Company and
affiliated parties.

The Court also said that the July 30 order will be modified to
provide that in the event that the objecting parties do not file
notices of withdrawal of the AIG Settlement objections by Aug. 15,
the parties must file simultaneous briefs by Aug. 22, 2014.  Reply
briefs will be considered if filed by Aug. 29, 2014.

On July 22, the Debtor, as a result of the Jan. 9, 2014 Elk River
Spill, asked the Court to approve the sale of the portion of the
insurance coverage to AIG Specialty in exchange for the asserted
policy limits and requested that the court issue a comprehensive
injunction to protect AIG Specialty from potential further
litigation or loss under its policies.  Former shareholders
objected to the motion. In this connection, the parties requested
and the Court granted extension to discuss the settlement.

The July 30 order contemplated that if no resolution was reached,
briefs related to contested matters raised at the hearing would be
filed by Aug. 8.

                             Objections

William Tis and Charles Herzing, in their objection, stated that
the Motion sought to pay over the full coverage amounts of the
policies (minus amounts already paid) to the Debtor's estate to be
held in a segregated account.  In exchange for the payment(s), the
insurer, AIG Specialty, will be released from any further payments
under the excess policy, and also any payments under the primary
policy with respect to claims resulting from the incident.  The
respondents asserted that while the Motion sought to create a
fund, it provides no guidance or structure with respect to
accessing those proceeds or expenses that would ordinarily be
covered under the policies.

Dennis P. Ferrel, in his objection, related that the motion to
compromise does not set forth a process for the Court to address
attorney fees for individual separate and apart from the Debtor
for whom the policy of insurance may provide coverage and an
obligation to provide representation.

                     Support from  Committee

The Official Committee of Unsecured Creditors expressed its
support to the Motion stating that based upon its diligence, the
Committee supports the AIG Settlement motion and believes that the
Motion must be approved by this Court.

                         AIG Settlement

As reported in the Troubled Company Reporter on July 24, 2014, the
Debtor's bankruptcy filing was a result of an incident on Jan. 9,
2014, involving one of its storage tanks at its Charleston
facility.  Facts surrounding the incident are subject to pending
investigations.

Numerous lawsuits were filed against Freedom because of the
incident, giving rise to various types of claims including from
governmental agencies. Some creditors and claimants have already
inquired about the nature and extent of Freedom's insurance.

On the date of the incident, Freedom maintained two insurance
policies that provide coverage for pollution legal liability:

   (a) a commercial general liability and pollution legal
       liability policy issued by AIG Specialty Insurance Company;
       and

   (b) a commercial excess policy also issued by AIG Specialty.

The combined limits of liability under both policies applicable to
the incident are $3,000,000, with a deductible of $25,000. Payment
of defense costs erodes the limits of liability. Payment of
emergency response costs within 72 hours of the commencement of
the incident would also erode the $3,000,000 limits of liability.

The excess policy has additional coverages for crisis response and
crisis management expenses, with separate and distinct limits of
liability totaling $300,000. Following the incident, Freedom
retained a public relations firm, Abernathy MacGregor. The
Abernathy invoices fall within the crisis response/crisis
management limits of liability, but there are no other expenses
incurred by Freedom that are payable from the crisis
response/crisis management limits.

Mark E. Freedlander, Esq., at McGuirewoods LLP, in Pittsburg,
Pennsylvania, relates that Freedom requested that AIG Specialty
tender the limits of the policies for these reasons:

   (a) competing claims asserted against Freedom as a result of
       the incident are highly varied and would almost certainly
       exhaust the limits of the policies;

   (b) Freedom has already incurred substantial defense costs and
       emergency response costs that would be payable under the
       terms of the policies;

   (c) other potential insureds, including employees Gary Southern
       and Dennis Farrell, have been sued or may be sued as a
       result of the incident and have or may request defense and
       indemnity under the policies;

   (d) without the oversight of the Bankruptcy Court, it is likely
       that the payment of defense and other costs will
       substantially and quickly erode the limits of the policies;
       and

   (e) Freedom's bankruptcy estate has limited resources and would
       be impacted by the erosion of the policy limits.

AIG Specialty disputes the propriety of Freedom's demand at this
stage because the substantial majority of the claims remain
disputed, contingent and unliquidated.  AIG Specialty has also
reserved its rights as to certain coverage defenses that would
potentially apply to claims related to the incident.

Notwithstanding, AIG Specialty has advised Freedom that it is
prepared to compromise its position pursuant to a settlement
agreement, key terms of which include:

   (a) Freedom will sell and AIG Specialty will purchase the
       excess policy free and clear of all interests pursuant to
       Section 363 of the Bankruptcy Code for $3,000,000 less any
       amounts AIG Specialty has paid under the policies.

   (b) AIG Specialty will pay the invoice submitted by Abernathy
       for public relations services rendered in connection with
       the incident prior to the date of Freedom's Chapter 11
       petition.

   (c) AIG Specialty will continue to insure Freedom under the
       primary policy for losses unrelated to the incident up to
       an aggregate limit of $1,000,000.

Accordingly, Freedom seeks the Court's authority to effectuate the
settlement agreement with AIG Specialty.  In connection with the
sale, Freedom intends to hold the settlement amount in a
segregated account.

                      About Freedom Industries

Freedom Industries Inc., is engaged principally in the business of
producing specialty chemicals for the mining, steel and cement
industries.  The Debtor operates two production facilities located
in (a) Nitro, West Virginia; and (b) Charleston, West Virginia.

The company, connected to a chemical spill that tainted the water
supply in West Virginia, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan.
17, 2014.  The case is assigned to Judge Ronald G. Pearson.  The
petition was signed by Gary Southern, president.

The Debtor is represented by Mark E Freedlander, Esq., at McGuire
Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson,
Esq., at Barth & Thompson, in Charleston, West Virginia.

On Dec. 31, 2013, four companies merged under the umbrella of
Freedom Industries: Freedom Industries Inc., Etowah River Terminal
LLC, Poca Blending LLC and Crete Technologies LLC.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
Kate White, writing for The Charleston Gazette, reported that the
Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.

On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors.  The Committee retained Frost Brown Todd
LLC as counsel.

On March 18, the Bankruptcy Court approved the hiring of Mark
Welch at MorrisAnderson in Chicago as Freedom's chief
restructuring officer.


FUSION TELECOMMUNICATIONS: Incurs $2.9 Million Net Loss in Q2
-------------------------------------------------------------
Fusion Telecommunications International, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss applicable to common stockholders of
$2.91 million on $23.14 million of revenues for hte three months
ended June 30, 2014, compared to net income applicable to common
stockholders of $1.58 million on $14.23 million of revenues for
the same period in 2013.

For the six months ended June 30, 2014, the Company reported a net
loss applicable to common stockholders of $1.91 million on $46.04
million of revenues compared to a net loss applicable to common
stockholders of $110,102 on $30.39 million of revenues for the
same period during the prior year.

The Company's balance sheet at June 30, 2014, showed $70.05
million in total assets, $58.09 million in total liabilities and
$11.95 million in total stockholders' equity.

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

                        http://is.gd/F9xOCA

                    About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

Fusion Telecommunications incurred a net loss applicable to common
stockholders of $5.48 million in 2013, a net loss applicable to
common stockholders of $5.61 million in 2012 and a net loss of
$4.45 million in 2011.


GENERAL STEEL: Incurs $16.5 Million Net Loss in Second Quarter
--------------------------------------------------------------
General Steel Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $16.54 million on $588.01 million of total sales for
the three months ended June 30, 2014, compared to a net loss of
$63.77 million on $653.65 million of total sales for the same
period a year ago.

For the six months ended June 30, 2014, the Company reported a net
loss of $86.13 million on $1.18 billion of total sales compared to
a net loss of $53.25 million on $1.30 billion of total sales for
the same period during the prior year.

As of June 30, 2014, the Company had $2.55 billion in total
assets, $3.13 billion in total liabilities and a $575.89 million
total deficiency.

As of June 30, 2014, the Compoany had cash and restricted cash
aggregating $492.9 million, of which $448.1 million was
restricted.

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

                        http://is.gd/90Bzqj

                  Restatement of Financial Reports

General Steel amended its annual report for the fiscal year ended
Dec. 31, 2013, which was originally filed with the SEC on March
27, 2014.  The Company also filed amendments to its previously
filed annual reports on Form 10-K for the years ended Dec. 31,
2012, and 2011 and previously filed quarterly reports on Form 10-Q
for the interim periods ended Sept. 30, 2013, June 30, 2013, March
31, 2013, Sept. 30, 2012, June 30, 2012, March 31, 2012, Sept. 30,
2011 and June 30, 2011, as a comprehensive filing.

The Amendment contains restatements related to the classification,
display and disclosure of the Company's profit sharing liability
(which, since its inception during the interim period ended
June 30, 2011, has been accounted for at fair value as a
derivative instrument liability), which the Company concluded to
be incomplete and inconsistent after communications with the Staff
of the Commission following the Staff's review of certain of the
Company's prior quarterly and annual reports, and based on
subsequent communications between the Staff and the Company.

The restatements do not impact the Company's previously reported
consolidated balance sheets, or consolidated statements of changes
in deficiency, nor do the restatements result in adjustment of
reported net income/loss in the Company's consolidated statements
of operations and comprehensive income (loss) or adjustment of
reported cash flows in the Company's consolidated statements of
cash flows for any period presented.

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

                         http://is.gd/FE16aY

A full-text copy of the amended Q1 2014 Form 10-Q is avialable at:

                         http://is.gd/jdoSP0

                     About General Steel Holdings

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

General Steel reported a net of $42.62 million on $2.01 billion of
sales for the year ended Dec. 31, 2013, as compared with a net
loss of $231.93 million on $1.96 billion of sales during the prior
year.


GENESIS HEALTHCARE: S&P Keeps B CCR on Skilled Healthcare Merger
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' corporate
credit rating and negative outlook on Genesis HealthCare LLC is
unchanged following the announcement that Genesis will be merging
with Skilled Healthcare Group Inc. in an all-stock transaction.

S&P is however placing the 'B' issue-level rating on Genesis' term
loan on CreditWatch developing.  S&P believes there is upside
potential to the rating because of the inclusion of certain
additional assets that will serve as new, additional collateral
following the merger.  However, there is also downside potential
due to the company's plan to increase its ABL debt, which could
reduce the residual value available from accounts receivable, to
below levels S&P had previously assumed.

S&P expects to resolve this CreditWatch placement in coming weeks
as more detailed information is made available to S&P regarding
the collateral package and the priority of other debt in the
capital structure.

Although scale and geographic diversity improve slightly through
this transaction, S&P views Genesis' credit profile as largely
unchanged given the company's high exposure to government
reimbursement, thin EBITDA margins, thin covenant cushions, and
pro forma lease adjusted leverage of about 9x.  S&P believes the
potential for cost and revenue synergies and potential proceeds of
divestitures of non-core businesses could enable Genesis to reduce
leverage over the medium term, if it chooses to do so.

RATINGS LIST

Genesis HealthCare LLC
Corporate credit rating           B/Negative/--

Rating on CreditWatch
Genesis HealthCare LLC
Senior Secured
  Term Loan                        B/Watch Dev       B
   Recovery rating                 3                 3


GOLDKING HOLDINGS: Confirms Plan of Reorganization
--------------------------------------------------
Goldking Holdings, LLC, et al., confirmed on Aug. 18, 2014, won
confirmation of their Third Amended Plan of Reorganization dated
Aug. 15, 2014.

The Plan generally provides for the allocation of the Debtors'
remaining assets in order to address creditor claims in a manner
consistent with their relative legal rights and interest.  The
Plan also contemplates certain post-bankruptcy activities and
provides means to ensure the activities are able to be performed
as contemplated.

The Plan originally, filed on May 27, 2014, was amended along with
the Disclosure Statement on June 25.  Among other things, the Plan
contemplates:

  -- the issuance of New Equity;
  -- provision of Exit Financing by Wayzata Opportunities Fund II;
  -- the cancellation of certain securities and agreements;
  -- appointment of a Plan Agent; and
  -- preservation of certain Avoidance Actions.

The Plan designates and provides treatment for 17 classes of
claims and interests against the Debtors -- one of them was added
under the First Amended Plan, Class GOO-04.

Before the Court entered its ruling, several parties filed formal
written objections.  They include the Official Committee of
Unsecured Creditors; the Tallerine Parties -- Leonard C.
Tallerine, Jr. and Goldking LT Capital Corp.; and White Oak
Operating Co., LLC and White Oak Energy V, LLC.

The Debtors related that they engaged in discussions with the
Objecting Parties to resolve their issues.  Among the issues
resolved are noted in the Amended Plan and Disclosure Statement.

All objections to the Disclosure Statement are overruled to the
extent not withdrawn, settled or otherwise resolved, the Court
ruled.

A red-line version of the First Amended Disclosure Statement dated
June 25, 2014, is available for free at:

       http://bankrupt.com/misc/GOLDKING_AmdDS0625.pdf

White Oak Operating Co., LLC and White Oak Energy V, LLC filed a
limited objection to the confirmation of the Debtors' Plan,
stating that to the extent that it seeks to alter, amend, or
otherwise modify the rights of WhiteOak vis-a-vis non-debtor
parties, including Wayzata Opportubities Fund II, LP, under that
certain compromise and forbearance agreements by and among certain
of the Debtors and White Oak.

                        Plan Modification

On Aug. 4, 2014, the Debtor filed an expedited motion to modify
the First Amended Joint Plan.

According to the Debtor, since the solicitation procedures order
was entered, the Debtors have received further comments and
informal objections to the Plan from certain creditors that the
Debtors, after further review and negotiation with its DIP Lender,
have been able to make accommodations to address.  Based on the
negotiations, the Debtors propose certain modifications to the
Plan that are responsive to certain classes.   The Debtor noted
that modifications do not require re-solicitation of the Plan.

The Court, in a prior order, approved a sixth agreed stipulation
concerning final order (i) approving postpetition financing from
lender Wayzata Opportunities Fund II, L.P.; (ii) authorizing use
of cash collateral until Aug. 19; and (iii) granting liens and
proving superpriority administrative expense status.

The Debtor is represented by:

         Patrick L. Hughes, Esq.
         Christopher L. Castillo, Esq.
         Arsalan Muhammad, Esq.
         HAYNES AND BOONE, LLP
         1221 McKinney Street, Suite 2100
         Houston, TX 77010
         Tel: (713) 547-2000
         Fax: (713) 547-2600
         E-mail: Patrick.Hughes@haynesboone.com
                 Christopher.Castillo@haynesboone.com
                 Arsalan.Muhammad@haynesboone.com

                       About Goldking Holdings

Goldking Holdings LLC, an oil-and-gas exploration company based in
Houston, sought bankruptcy protection (Bankr. D. Del. Case No.
13-12820) in Wilmington, Delaware, on Oct. 30, 2013, from
creditors with plans to sell virtually all its assets.  Goldking
Onshore Operating, LLC, and Goldking Resources, LLC, also sought
creditor protection.

The cases were initially assigned to Delaware Judge Brendan
Linehan Shannon.  On Nov. 20, 2013, Judge Shannon granted the
request of Goldking's former CEO Leonard C. Tallerine Jr. and
Goldking Capital LT Corp., to move the Chapter 11 case to Houston,
Texas (Bankr. S.D. Tex. Case No. 13-37200).  Mr. Tallerine owns a
nearly 6% stake in the company through an entity called Goldking
LT Capital Corp.

The Debtors are represented by Scott W. Everett, Esq., and
Christopher L. Castillo, Esq., at Haynes and Boone, LLP.  Edmon L.
Morton, Esq., and Robert F. Poppiti, Jr., Esq., at Young, Conaway,
Stargatt & Taylor, LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  The Debtors' notice, claims, solicitation
and balloting agent is Epiq Bankruptcy Solutions, LLC.

Lantana Oil & Gas Partners was initially hired as the Debtors'
financial advisors.  In December 2013, the Debtors won Court
approval to employ E-Spectrum Advisors LLC, led by its CEO Coy
Gallatin, as asset sale advisor.

Alvarez & Marsal Global Forensic and Dispute Services, LLC, has
been engaged to provide computer forensics and related services.

Goldking Holdings disclosed $16,170 in assets and $11,484,881 in
liabilities as of the Chapter 11 filing.

Judy A. Robbins, United States Trustee for the Southern District
of Texas, appointed a three-member official committee of unsecured
creditors.  The Committee filed papers to retain Brinkman Portillo
Ronk, APC, as counsel, and Okin & Adams LLP as local counsel.


HCSB FINANCIAL: Had $370,000 Q2 Loss, Critically Undercapitalized
-----------------------------------------------------------------
HCSB Financial Corporation 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 $370,000 on $4.12
million of total interest income for the three months ended
June 30, 2014, as compared with a net loss available to common
shareholders of $140,000 on $4.22 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 $275,000 on $8.26 million
of total interest income as compared with net income available to
common shareholders of $308,000 on $8.39 million of total interest
income for the same period last year.

As of June 30, 2014, the Company had $452.62 million in total
assets, $464.41 million in total liabilities and a $11.79 million
total shareholders' deficit.

"At June 30, 2014, the Company was categorized as "critically
undercapitalized" and the Bank was categorized as "significantly
undercapitalized."  Our losses over the past five years have
adversely impacted our capital.  As a result, we have been
pursuing a plan to increase our capital ratios in order to
strengthen our balance sheet and satisfy the commitments required
under the Consent Order.  However, if we continue to fail to meet
the capital requirements in the Consent Order in a timely manner,
then this would result in additional regulatory actions, which
could ultimately lead to the Bank being taken into receivership by
the FDIC.  Our auditors have noted that the uncertainty of our
ability to obtain sufficient capital raises substantial doubt
about our ability to continue as a going concern," the Company
stated in the filing.

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

                         http://is.gd/AzZQm6

                        About HCSB Financial

Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank.  The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988.  From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services.  During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach.  All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.


HDGM ADVISORY: KFH et al. Seek Chapter 11 Trustee Appointment
-------------------------------------------------------------
KFH Capital Investment Company, K.S.C.C and Kuwait Finance House
Real Estate Company K.S.C.C filed a motion with the Bankruptcy
Court seeking an order for an appointment of a chapter 11 trustee
in the bankruptcy cases of HDGM Advisory Services, LLC, and HDG
Mansur Investment Services, Inc.

KFH's Motion notes that the court found Harold D. Garrison, owner
of the Debtors, and the Debtors to have engaged in "massive theft
on the flimsiest of pretexts" on the order of $6.8 million.

Mr. Garrison, HDG Mansur Investment Services, Inc., and a non-
debtor affiliate, HDG Mansur Investment Services Limited, are also
the subject of a suit brought in England by KFH -- whereby KFH
alleged Mr. Garrison, Mansur Investment and Mansur Investment
Limited defrauded KFH by submitting false invoices and making
fraudulent claims and actionable misrepresentations.

The KFH Parties also note that the Debtors' Statements of
Financial Affairs also reflect an avoidable $400,000 payment to
the Harold D. Garrison Revocable Trust during the year preceding
the bankruptcy filing, and their Schedules reflect purported
claims by various Garrison non-debtor affiliates totaling
approximately $3.4 million.  "These matters need to be
investigated by the estates," the KFH Parties assert.

The Motion narrates that the man charged with the fiduciary duty
to investigate and pursue the estates' claims against Mr.
Garrison, Mr. William Echols, has been Mr. Garrison's employee of
for 25 years.  Mr. Garrison pays Mr. Echols's salary through a
non-debtor Garrison affiliate.

Mr. Garrison's non-debtor employees prepared the Debtors'
schedules; Mr. Garrison's non-debtor affiliates will pay the
Debtors' expenses; and Mr. Garrison placed Mr. Echols in charge of
the Debtors two days before the cases were filed, according to the
Motion.  Mr. Echols acknowledged that he would seek guidance from
Mr. Garrison in making decisions on behalf of the Debtors'
estates, the Motion further noted.

The KFH Parties aver that the Debtors, at the direction of Mr.
Echols, have already moved to extend the automatic stay to protect
Mr. Garrison from litigation against the GPIF Funds; and it is
anticipated that under Mr. Echols, they will similarly attempt to
shield Garrison from liability to KFH, the estate's largest
creditor.

The KFH Parties add that the Debtors' estates have no operating
income and no significant assets to liquidate.

"The creditors, collectively owed over $112 million, will see
little or no recovery unless the estates have a fiduciary
motivated to evaluate causes of action against Mr. Garrison fairly
and impartially," the KFH Parties argue.

                About HDGM Advisory Services

HDGM Advisory Services, LLC, and HDG Mansur Investment Services,
Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D. Ind.
Case No. 14-04797 and 14-04798) in Indianapolis, Indiana, on
May 21, 2014.  On May 28, 2014, the Hon. James M. Carr directed
the joint administration the cases of HDGM Advisory Services, LLC,
and HDG Mansur Investment Services, Inc., under the lead case --
HDGM Advisory, Case No. 14-04797.

HDGH Advisory disclosed $20,257,001 in assets and $7,991, 590 in
liabilities as of the Chapter 11 filing.  HDG Mansur disclosed
$20,454,819 in assets and $12,377,542 in liabilities.  According
to a court filing, the Debtors don't have any secured creditors.

The cases are assigned to Judge James M. Carr.

The Debtors have tapped Michael W. Hile, Esq., Christine K.
Jacobson, Esq., and Henry Mestetsky, Esq., at Katz & Korin PC, as
counsel.

An affiliate of the Debtors, Hamilton Proper Partners Golf
Partnership, L.P., sought bankruptcy protection (Bankr. S.D. Ind.
Case NO. 14-00461) on Jan. 24, 2014.


IBCS MINING: Seeks Approval of Community Trust Loan
---------------------------------------------------
IBCS Mining, Inc., et al., are seeking final approval of their
motion for authority to obtain senior secured debtor-in-possession
postpetition financing from Community Trust Bank, Inc., consisting
of a $1.5 million term loan secured by a first lien on all assets
of the Debtors; and use cash collateral.

The Court granted interim approval of the motion on July 25.  A
final hearing was slated Aug. 20.

The material terms of the DIP financing include, among other
things:

   DIP lender:                 Community Trust Bank

   Commitments:                $1.5 million superpriority senior
                               secured term loan, to be drawn upon
                               entry of the interim order.

   Maturity Date:              the DIP Loan will be due on the
                               earliest of (i) Dec. 15, 2014, (ii)
                               the occurrence of an event of
                               default; (iii) the closing of a
                               sale pursuant to an order
                               authorizing a sale of all or
                               substantially all of the Debtors'
                               assets; or (iv) the effective date
                               of any confirmed plan of
                               reorganization

   Interest Rates:             base rate: 7.5% per annum
                               default interest rate: 3% per annum
                               above the otherwise applicable
                               interest rates.

A copy of the financing terms is available for free at
http://bankrupt.com/misc/IBCSMINING_101_financing.pdf

               Limited Postpetition Financing

The Debtors sought and obtained authorization to incur a limited
postpetition financing up to an aggregate principal amount not to
exceed $25,000 to fund the operational and working capital needs
of the Debtors on a temporary basis until the Debtors are able to
finalize the terms of more extensive DIP financing.

According to the Debtors, they were in negotiations with a lender
regarding new DIP financing.

The terms are:

   Interest Rate:              0%

   Maturity Date:              Matures upon funding of
                               subsequently approved debtor-in-
                               possession financing and is to be
                               paid through any subsequently
                               approved DIP financing

   Events of Default:          None

   Liens:                      None

   Borrowing Limits:           $25,000

   Borrowing Conditions:       None


                    Callidus Capital DIP Loan

On July 7, the Bankruptcy Court authorized, in an interim basis,
the Debtor to (i) obtain senior secured DIP financing from
Callidus Capital Corporation, the DIP lender, consisting of a
$1 million revolving DIP facility and a $2.5 term loan each
secured by a first lien on all assets; and (ii) use of the DIP
Lender's cash collateral.

A copy of the terms of financing is available for free at
http://bankrupt.com/misc/IBCSMINING_44_financingord.pdf

As reported in the Troubled Company Reporter on July 10, 2014, the
Debtor related that Callidus Capital committed to provide a
$2.5 million superpriority senior secured term loan and a
$1 million revolving loan.  The DIP Loan will bear interest at a
rate of 18% per annum. From and after an event of default, the DIP
Loan will accrue interest at 3% per annum above the otherwise
applicable interest rates.  The DIP Loan will be due on the
earliest of: (i) Dec. 15, 2014; (ii) the occurrence of an event of
default; (iii) closing of a sale; or (iv) the effective date of
any confirmed plan of reorganization.

Separately, the Debtors filed a motion seeking authority to assume
an agreement, confirmation and amendment with Virginia Electric
and Power Company, because assumption of such agreement is a
condition precedent to the DIP Financing.  The Debtors tell the
Court that assumption of the agreement ensures that IBCS will be
able to resume operations and generate income.  Without assumption
of the agreement, IBCS will be unable to generate sufficient cash
flow required by the terms of the DIP Financing Facility, will be
unable to resume operations, and will likely be forced to
liquidate.

Branch Banking and Trust Company, as a secured creditor of the
Debtors, objects to the Debtors' motion for approval of the DIP
financing and use of use of cash collateral and asks the Court to
issue an order directing the Debtors to provide adequate
protection of BB&T's interests in certain property owned by the
Debtors.  BB&T complains that the offer of adequate protection
fails to meet the standards set forth in the Bankruptcy Code as
the value of the as-extracted coal as of the Petition Date will
decline as it is used and a replacement lien will be of no value.

Wells Fargo Bank Northwest, N.A., as indenture trustee, objected
to Debtors' motion for authorization to obtain postpetition date
financing, and to use cash collateral, stating that the request to
grant senior lender Callidus a senior priming lien on the GOB
Coal, if approved, would constitute an indenture event of default.

The Debtors are represented by:

         Robert S. Westermann, Esq.
         Rachel A. Greenleaf, Esq.
         HIRSCHLER FLEISCHER, P.C.
         The Edgeworth Building
         2100 East Cary Street
         P.O. Box 500
         Richmond, VA 23218-0500
         Tel: (804) 771-9500
         Fax: (804) 644-0957
         E-mail: rwestermann@hf-law.com
                 rgreenleaf@hf-law.com

Wells Fargo is represented by:

         Bruce H. Matson, Esq.
         Christopher L. Perkins, Esq.
         Christian K. Vogel, Esq.
         LeCLAIRRYAN, A Professional Corporation
         Riverfront Plaza, East Tower
         951 East Byrd Street
         Richmond, VA 23219
         Tel: (804) 783-7550

                         About IBCS Mining

IBCS Mining, Inc., and IBCS Mining, Inc., Kentucky Division, filed
separate Chapter 11 bankruptcy petitions (Bankr. W.D. Va. Case
Nos. 14-61215 and 14-61216) on June 27, 2014.  Edmund Scarborough
signed the petition as president.  Hirschler Fleischer, P.C.,
serves as the Debtors' counsel.  The Court on July 8, 2014,
authorized the joint administration of the cases.  The cases are
assigned to Judge Kevin R. Huennekens.  IBCS Mining estimated
assets and debts of at least $10 million.  IBCS Mining Inc.
disclosed $6,914,815 in assets and $7,279,157 in liabilities.

The U.S. Trustee for Region 4 appointed two creditors to serves in
the Official Committee of Unsecured Creditors.


IFS FINANCIAL: Trustee Properly Removed for Expensing Vacation
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a trustee in Houston who charged a bankrupt estate
for a four-day vacation in New Orleans was properly removed from
his post because "he cannot be trusted," U.S. District Judge Lynn
N. Hughes said in an Aug. 11 opinion.

According to the report, Attorney W. Steve Smith, serving as
trustee for IFS Financial Corp., was removed as trustee after his
wife, who he hired as lawyer on an appeal, charged the estate
$3,500 for a five-day trip to New Orleans for oral argument.  The
report related that Judge Hughes upheld the removal, saying that
"staying in an expensive hotel might be poor judgment, but staying
in an expensive one in a vacation town when you are not needed is
categorically worse."

The case in district court is Smith v. Robbins (In re IFS
Financial Corp.), 13-cv-1447, U.S. District Court, Southern
District Texas (Houston).

On January 3, 2005, the affiliated cases were ordered jointly
administered.  IFS's debtor-affiliates are: Circle Investors, Inc.
Comstar Mortgage Corporation, IFS Insurance Holdings Corporation,
Interstar Investment Corp., Interamericas, Ltd., Interamericas
Investments Ltd., Interamericas Holdings, Inc., Interamericas
Financial Holdings Corp., Amper International, Ltd., Amper Ltd.,
Orbost Ltd., and MP Corp. (Case Nos. 02-39553, 04-34514, 04-34515,
04-34516, 04-34517, 04-34519, 04-34520, 04-34521, 04-34523, 04-
34525, 04-34526, 04-34529, 04-34530).


INDEPENDENCE TAX II: Incurs $118,800 Net Loss in June 30 Quarter
----------------------------------------------------------------
Independence Tax Credit Plus L.P. II filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q reporting a net loss of $118,862 on $213,343 of total
revenues for the three months ended June 30, 2014, compared to a
net loss of $109,256 on $213,441 of total revenues for the same
period a year ago.

As of June 30,2014, the Company had $2.75 million in total assets,
$16.60 million in total liabilities and a $13.85 million total
partners' deficit.

At June 30, 2014, cash and cash equivalents were $2.40 million.

"The Partnership is in the process of disposing of all of its
investments.  As of June 30, 2014, the Partnership had sold its
limited partnership interests in thirteen Local Partnerships and
one Local Partnership sold its property and the related assets and
liabilities.  The Partnership is expecting to dispose of last
remaining investment within the next year; however there can be no
assurance when the remaining investment will be disposed of or the
amount of proceeds which may be received.  However, based on the
historical operating results of the remaining Local Partnership
and the current economic conditions, the proceeds from such sale
received by the Partnership will not be sufficient to return to
the BACs holders their original investments.  All gains and losses
on sales are included in discontinued operations," the Company
stated in the Report.

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

                        http://is.gd/tLK8WF

             About Independence Tax Credit Plus L.P. II

Based in New York, Independence Tax Credit Plus L.P. II was
organized on Feb. 11, 1992, and commenced its public offering on
Jan. 19, 1993.  The general partner of the Partnership is Related
Independence Associates L.P., a Delaware limited partnership.  The
general partner of Related Independence Associates L.P. is Related
Independence Associates Inc., a Delaware Corporation.  The
ultimate parent of Related Independence Associates L.P. is
Centerline Holding Company.

The Partnership's business is primarily to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.

The Partnership is in the process of developing a plan to dispose
of all of its investments.

Independence Tax II reported a net loss of $568,406 on $849,412 of
total revenues for the year ended March 31, 2014, as compared with
net income of $12.52 million on $825,809 of total revenues for the
year ended March 31, 2013.


INTERMETRO COMMUNICATIONS: Incurs $797,000 Net Loss in 2nd Qtr.
---------------------------------------------------------------
InterMetro Communications, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $797,000 on $1.76 million of net revenues
for the three months ended June 30, 2014, compared to a net loss
of $118,000 on $2.87 million of net revenues for the same period a
year ago.

For the six months ended June 30, 2014, the Company reported a net
loss of $764,000 on $3.97 million of net revenues compared to a
net loss of $710,000 on $7.20 million of net revenues for the same
period during the prior year.

As of June 30, 2014, the Company had $3.36 million in total
assets, $15.73 million in total liabilities and a $12.36 million
total stockholders' deficit.

At June 30, 2014, the Company had $136,000 in cash as compared to
cash of $116,000 at Dec. 31, 2013.  The Company's working capital
position, defined as current assets less current liabilities, has
historically been negative and was negative $12.4 million at
June 30, 2014, and negative $12.1 million at Dec. 31, 2013.

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

                        http://is.gd/Vr6vko

                          About InterMetro

Simi Valley, Calif.-based InterMetro Communications, Inc.,
-- http://www.intermetro.net/-- is a Nevada corporation which
through its wholly owned subsidiary, InterMetro Communications,
Inc. (Delaware), is engaged in the business of providing voice
over Internet Protocol ("VoIP") communications services.

InterMetro Communications reported a net loss of $2.45 million on
$11.57 million of net revenues for the year ended Dec. 31, 2013,
as compared with net income of $699,000 on $20.06 million of net
revenues in 2012.

Gumbiner Savett Inc., in Santa Monica, California, issued a "going
cocern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2013.  The independent auditors noted that
the Company incurred net losses in previous years, and as of
Dec. 31, 2013, the Company had a working capital deficit of
approximately $12,082,000 and a total stockholders' deficit of
approximately $12,426,000.  The Company anticipates that it will
not have sufficient cash flow to fund its operations in the near
term and through fiscal 2014 without the completion of additional
financing.  These factors, among other things, raise substantial
doubt about the Company's ability to continue as a going concern


JENNER'S COMMONS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Jenner's Commons, LLC
        712 Smoke House Road
        West Chester, PA 19382

Case No.: 14-16695

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: August 20, 2014

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Magdeline D. Coleman

Debtor's Counsel: Mark S. Haltzman, Esq.
                  SILVERANG, DONOHOE, ROSENZWEIG & HALTZMAN, LLC
                  595 East Lancaster Avenue, Suite 203
                  St. Davids, PA 19087
                  Tel: 610-263-0115
                  Fax: 215-754-4932
                  Email: mhaltzman@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by David C. Murtagh, managing member.

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


KID BRANDS: Selling 'Sassy' Business Unit for $14 Million
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Kid Brands Inc., a designer and distributor of infant
and juvenile products, got the green light to sell almost all
assets of the 'Sassy' business to Sassy 14 LLC.  According to the
report, the buyer will buy the business for $14 million plus
quantified amounts to cover specified contract, employee and other
costs and will assume specified liabilities.  No trademarks,
intellectual property or related interests owned by William Carter
Co. or Disney Consumer Products Inc. will be transferred in the
sale, the report said, citing the court order.

                       About Kid Brands

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

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

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

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

Lowenstein Sandler LLP serves as the Debtors' counsel.
PricewaterhouseCoopers LLP is the Debtors' financial advisor.  GRL
Capital Advisors acts as the Debtors' restructuring advisors.
GRL's Glenn Langberg served as the Debtors' chief restructuring
officer.  Mr. Langberg also oversaw the bankruptcy and sales of
Big M Inc., operator of the Mandee and Annie Sez stores.  Rust
Consulting/Omni Bankruptcy is the Debtors' claims and noticing
agent.

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


LARRY WILLIAMSON: Case Summary & Unsecured Creditor
---------------------------------------------------
Debtor: Larry Williamson Properties, LLC
        2675 Gibraltar Road
        Santa Barbara, CA 93105

Case No.: 14-11809

Chapter 11 Petition Date: August 20, 2014

Court: United States Bankruptcy Court
       Central District of California (Santa Barbara)

Judge: Hon. Peter Carroll

Debtor's Counsel: Anthony Egbase, Esq.
                  A.O.E. LAW & ASSOCIATES
                  350 S Figueroa St Ste 189
                  Los Angeles, CA 90071
                  Tel: 213-620-7070
                  Fax: 213-620-1200
                  Email: info@anthonyegbaselaw.com
                         info@aoelaw.com

Total Assets: $1.76 million

Total Liabilities: $2.51 million

The petition was signed by Larry Williamson, managing member.

The Debtor listed Zions Bank, at PO Box 26304, Dearborn, MI, as
its largest unsecured creditor holding a claim of $2.51 million.

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

             http://bankrupt.com/misc/cacb14-11809.pdf


MANISTIQUE PAPERS: Aug. 28 Hearing on Lowenstein Order Review
-------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Aug. 28, 2014, at
2:00 p.m., to consider Sanabe & Associates, LLC's motion for
reconsideration of an order modifying the retention of Lowenstein
Sandler LLP, as counsel for the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Manistique Papers Liquidation
Company, Inc.

As reported in the Troubled Company Reporter on Aug. 4, 2014, the
Committee obtained permission to modify the retention of its
counsel, Lowenstein Sandler.  The panel is allowed to pay
Lowenstein Sandler from certain settlement proceeds.  All
outstanding fees and expenses of Lowenstein Sandler previously
approved by orders of the Court are to be paid directly from the
Settlement Proceeds without delay.

The subject settlement stems from lawsuits related to Remark Paper
Company, Inc.  The initial lawsuit was commenced by the Debtor on
January 12, 2012, styled Manistique Papers, Inc. v. Remark Paper
Company, Adv. Proc. No. 12-50052 (the "Remark Lawsuit").  A second
lawsuit was filed by the Official Committee of Unsecured Creditors
on December 26, 2012, on behalf of the Debtor's estate against (i)
Remark, (ii) DDFKD Investments, LP, (iii) Donald P. Kramer and
Dennis Kramer (iv) Merit Mezzanine Parallel Fund IV, L.P., Merit
Mezzanine Fund IV, L.P. and Merit Capital Partners IV, L.P. d/b/a
Merit Capital Partners, (v) Thomas Campion and Evan Gallinson, and
(vi) Jon Johnson (collectively, the "Defendants").  The lawsuit is
styled as Official Committee of Unsecured Creditors of Manistique
Papers, Inc. v. Remark Paper Company, et al, Adv. Proc. No. 12-
51307.  The Committee sought and obtained permission from the
Court for standing to commence the action after a very contested
hearing.

Thereafter, with significant involvement by the Committee, the
parties to the Lawsuits and Philadelphia Indemnity Insurance
Company, as insurer to certain of the Defendants, entered into
negotiations which ultimately led to the settlement of the
Lawsuits on these terms:

   (a) Philadelphia, on behalf of the Merit Directors, Johnson,
       Donald P. Kramer, and Dennis Kramer, agreed to pay to the
       Debtor $1,215,000; and

   (b) The Kramers agreed to pay to the Debtor $10,000.

The Committee obtained Court approval of the Settlement back in
mid-February.

                     About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  It owns a 125,000 ton-a-year plant making specialty
papers from recycled fiber.

Manistique Papers filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-12562) on Aug. 12, 2011.  Godfrey &
Kahn, S.C. represents the Debtor in its restructuring effort.
Morris, Nichols, Arsht & Tunnell LLP serves as its Delaware
bankruptcy co-counsel.  Vector Consulting, L.L.C., serves as its
financial advisor.  Baker Tilly Virchow Krause, LLC, serves as its
accountant.

The Official Committee of Unsecured Creditors appointed in the
case is represented by Lowenstein Sandler PC as lead counsel and
Ashby & Geddes, P.A., as Delaware counsel.  J.H. Cohn LLC serves
as the panel's financial advisor.

Manistique Papers disclosed $19,688,471 in assets and $24,633,664
in liabilities as of the Chapter 11 filing.


MARINA BIOTECH: Posts $3.9 Million Net Income in Second Quarter
---------------------------------------------------------------
Marina Biotech, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly reports for the periods ended June 30,
2014, and March 31, 2014.

The Company reported net income applicable to common stockholders
of $3.92 million on $0 of license and other revenue for the three
months ended June 30, 2014, compared to a net loss applicable to
common stockholders of $7,000 on $315,000 of license and other
revenue for the same period in 2013.

For the six months ended June 30, 2014, the Company reported a net
loss applicable to common stockholders of $11.15 million on $0 of
license and other revenue compared to net income applicable to
common stockholders of $1.36 million on $315,000 of license and
other revenue for the same period during the prior year.

For the first quarter of 2014, the Company incurred a net loss
applicable to common stockholders of $15.07 million on $0 of
license and other revenue compared to net income applicable to
common stockholders of $1.37 million on $0 of license and other
revenue for the same period in 2013.

The Company's balance sheet at June 30, 2014, $11.10 million in
total assets, $14.43 million in total liabilities and a $3.32
million total stockholders' deficit.

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

                         http://is.gd/mSGOPS

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

                         http://is.gd/kbbYQC

                         About Marina Biotech

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

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

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

In 2013, the Company incurred a net loss of $1.57 million on $2.11
million of license and other revenue, compared to a net loss of
$9.54 million on $4.21 million of license and other revenue in
2012.



MOMENTIVE PERFORMANCE: Files Supplemental Brief on Trustee Rift
---------------------------------------------------------------
Momentive Performance Materials Inc. and its affiliated debtors
filed a Supplemental Memorandum of Law with respect to the motion
by Wilmington Trust, the 1.5 Lien Trustee, for modification of the
automatic stay to permit delivery of a deceleration notice of
those certain 10% Senior Secured Notes due 2020 in an original
principal amount of $250 million; and the joinder to the Motion by
The Bank of New York Mellon Trust Company, N.A., in its capacity
as First Lien Trustee.  BONY has since been replaced by BOKF, N.A.
as First Lien Trustee.

On May 9, 2014, the Debtors instituted separate adversary
proceedings against the Trustees seeking declaratory judgments
that the Applicable Premium (as defined in the Indentures) is not
due under either the First Lien Indenture or 1.5 Lien Indenture,
respectively.  On June 18, 2014, the Trustees filed answers and
asserted counterclaims to the Debtors' adversary complaints.

On June 18, 2014, the 1.5 Lien Trustee filed the Motion seeking
relief from the automatic stay "in the unlikely event that the
Court concludes that the automatic stay extends to stay the
Holders' delivery of a rescission notice" or, in the alternative,
for adequate protection in the amount of the Applicable Premium.
The First Lien Trustee filed a joinder to the Motion requesting
that the Court grant the relief requested in the Motion as to the
First Lien Noteholders as well.

During this week's Plan confirmation hearing, the Court asked the
parties to file supplemental memoranda of law discussing case law
relating to (a) whether courts have interpreted section 555 to
apply to indentures or similar contracts which govern the terms of
the security being sold, as opposed to contracts which govern the
terms of the sale of the security, and (b) the meaning of
"liquidation" under section 555 of the Bankruptcy Code.

In a 12-page filing, the Debtors contend that the Indentures are
not contracts for the purchase, sale or loan of a security.
Rather, the Indentures are the documents setting forth the terms
of the securities and the duties and responsibilities of the
Indenture Trustees for such securities.

The Debtors point out that the Indentures do not include the
hallmarks of a purchase or sale agreement -- most notably, an
indenture does not include an actual buyer of securities, or the
terms of a sale, including a commitment to purchase at a
particular price or the number of securities to be purchased.  On
the contrary, the Indentures are signed only by the issuer and the
Indenture Trustees, not a buyer of the securities. However, at the
time of the issuance of securities, such as the Notes, it is
common to enter into a note purchase agreement with one or more
underwriters who agree to initially purchase the notes which are
being issued.  Those separate purchase agreements (which
agreements include sale terms and are signed by the actual buyers
of the notes) would constitute a securities contract under section
741(7) of the Bankruptcy Code.

The Debtors note that in the case, EPLG I, LLC v. Citibank, N.A.
(In re Qimonda Richmond, LLC), 467 B.R. 318 (Bankr. D. Del. 2012),
Citibank argued that certain payments it received prior to the
petition date were not subject to avoidance pursuant to the
section 546(e) safe harbor provisions on account of the fact
that the payments were made in connection with bonds and their
indenture -- and were therefore payments made "in connection with
a securities contract" for purposes of section 546(e).  Delaware
Judge Walrath notes that "[a]lthough it is settled law that bonds
and indentures are contracts, the Court is not persuaded that the
Bonds and Indenture are securities contracts within the
definitions in the Bankruptcy Code."

While no other case appears to have addressed this exact issue,
Momentive said the vast majority of cases interpreting section 555
or 741(7) or similar safe harbor provisions are in connection with
contracts that relate to the purchase or sell of securities --
most often "repo agreements" or other note purchase agreements,
whereby the parties were actually buying or selling notes,
mortgages, bonds or other securities.  Momentive points to a
ruling in Quebecor World, wherein the Second Circuit determined
that two note purchase agreements were "clearly 'securities
contracts' because they provided for both the original purchase
and the 'repurchase' of the Notes."  That case is, Official Comm.
of Unsecured Creditors of Quebecor World (USA) Inc. v. Am. United
Life Ins. Co. (In re Quebecor World (USA) Inc.), 719 F.3d 94, 98-
99 (2d Cir. 2013).

Momentive notes that the Court in American Home Mortgage found
that a single contract which contained both (i) provisions for the
purchase and sale of mortgages and (ii) separate provisions for
the servicing of the underlying mortgages were severable from each
other, with only the portion relating to the purchase and sale of
securities subject to the section 555 safe harbor provisions.  See
Calyon N.Y. Branch v. American Home Mortg. Corp. (In re Am. Home
Mortg., Inc.), 379 B.R. 503 (Bankr. D. Del. 2008).  In American
Home Mortgage, Judge Sontchi reviewed a sale and repurchase
agreement of mortgage loans between the debtor and the plaintiff.
The repurchase agreement provided not only for the sale and
repurchase of mortgage loans among the parties, but also provided
that the debtor would service the underlying mortgages which were
bought and sold.  The right to service the mortgages, which
encompassed collecting mortgage payments and responding to
borrower inquiries, among other things, provided a significant
benefit to the debtors since they were entitled to collect a fee
for these services.

When the plaintiff sought to terminate the mortgage servicing
aspect of the repurchase agreement along with the other aspects of
the contract, the bankruptcy court found that the "securities
contract" portion of the agreement was severable from the
servicing portion.  Judge Sontchi found that there "is simply no
basis to require the Debtors to transfer property of the estate
(i.e., the right to service of the mortgages loans under the
contract) to the plaintiff."

Momentive points out that the First Lien Trustee and the 1.5 Lien
Trustee are attempting to shoehorn an entirely separate contract
(the Indenture) into the definition of "securities contract"
solely by virtue of the fact that at the time the Indentures were
entered into, there were in fact securities contracts (the
Purchase Agreements) which were also entered into in connection
with the issuance of the Notes.  By doing so, the Trustees seek to
deprive the Debtors of their contractual rights to forgo paying a
redemption premium in the case of a bankruptcy acceleration.

According to Momentive, the Bankruptcy Court does not need to go
so far as American Home Mortgage and sever a contract in order to
find that the provisions of section 555 should not be unduly
expanded beyond the actual "securities contracts" (in this case,
the Purchase Agreements) to instead cover all documents entered
into at the same time, such as the Indentures.   That expansion
would be a gross overreach, and constitute a re-writing of the
Bankruptcy Code in a way unsupported by the language of section
555 and 741, giving rise to results completely unintended by
Congress, such as the obliteration of the protections of the
automatic stay for debtors that issued debt securities, the
Debtors said.

Section 555 of the Bankruptcy Code allows a stockbroker, financial
institution, financial participant or securities clearing agency
to exercise its contractual right to liquidate, terminate or
accelerate a "securities contract," as defined in section 741 of
the Bankruptcy Code.  As a threshold matter, the Debtors said the
Indentures do not constitute "securities contracts" for purposes
of section 555, and therefore, the Indentures clearly fall beyond
the scope of the provision.

However, the Trustees assert that decelerating their debt under
the  Indentures could constitute a contractual right to
"liquidation" under the terms of section 555.  In contrast to this
dubious use of the word, courts have interpreted "liquidation" to
entail the "termination or cancellation of the contract, fixing of
the damages suffered by the nondefaulting party based on market
conditions at the time of the liquidation, and accelerating the
required payment date of the net amount of the remaining
obligations and damages."  In re Am. Home Mortg., 379 B.R. at 513
(citing 5 Collier on Bankruptcy, at Par. 555.04); see also H.R.
Rep. No. 97-420, at 4 (1982), as reprinted in 1978 U.S.C.C.A.N.
583, 585 (("The prompt liquidation of an insolvent's position is
generally desirable to minimize the potentially massive losses and
chain reaction of insolvencies that could occur if the market were
to move sharply in the wrong direction").

According to Momentive, that interpretation of "liquidation" is
hardly reconcilable with the Trustees' attempted usage to
decelerate.  The Trustees action are not intended to protect
themselves from massive shifts in market value, but rather to
increase their claims.  This was not the intent of 555 which was
put in place to protect against large swings in market value
associated with securities as collateral as opposed to the
collateral package enjoyed by these creditors.

"In all, there is no giant gaping loophole in the Bankruptcy Code
which only the Trustees were clever enough to find and exploit to
avoid the restrictions of the automatic stay on indentures. This
is merely a sideshow act to the Trustees multi-pronged quest to
seek greater value from these estates than holders of Notes are
contractually entitled," the Debtors said in ending their brief.

The Debtors' bankruptcy-exit plan has the support of Apollo Global
Management, LLC and certain of its affiliated funds, and the Ad
Hoc Committee of Second Lien Noteholders.

IUE-CWA, AFL-CIO, a labor union that represents the majority of
union members employed by the Debtors, also has filed a statement
in support of the Plan.  The union said it "strongly" supports the
Plan because the Plan calls for the assumption of the parties'
collective bargaining agreements and will significantly reduce the
"unreasonable" debt level that the Debtors acquired since its
spin-off as an independent company by General Electric Company in
2006.

Counsel for IUE-CWA, AFL-CIO are:

     Thomas M. Kennedy, Esq.
     Susan M. Jennik, Esq.
     Serge Ambroise, Esq.
     KENNEDY JENNIK & MURRAY, P.C.
     113 University Place
     New York, NY 10003
     Fax: (212) 358-0207
     E-mail: sjennik@kjmlabor.com
             sambroise@kjmlabor.com

                  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.

Wilmington Trust, National Association, the Trustee for the
Momentive Performance Materials Inc. 10% Senior Secured Notes due
2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25,
2012, by and between Momentive Performance Materials Inc. and The
Bank of New York Mellon Trust Company, National Association, is
represented by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and
Stephen Moeller-Sally, Esq., at Ropes & Gray LLP.

U.S. Bank National Association -- as successor Indenture Trustee
under the indenture dated as of December 4, 2006, among Momentive
Performance Materials Inc., the Guarantors named in the Indenture,
and Wells Fargo Bank, N.A. as initial trustee, governing the 11.5%
Senior Subordinated Notes due 2016 -- is represented in the case
by Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L.
Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and
Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan,
LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at
Maslon Edelman Borman & Brand, LLP.

BOKF, NA -- as successor First Lien Trustee to The Bank of New
York Mellon Trust Company, N.A., as trustee under an indenture
dated as of October 25, 2012, for the 8.875% First-Priority Senior
Secured Notes due 2020 issued by Momentive Performance Materials
Inc. and guaranteed by certain of the debtors -- is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A.
Espana, Esq., at Dechert LLP.

Counsel to Apollo Global Management, LLC and certain of its
affiliated funds are Ira S. Dizengoff, Esq., Philip C. Dublin,
Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L.
Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP.

Attorneys for Ad Hoc Committee of Second Lien Noteholders are
Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A.
Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP.


MOMENTIVE PERFORMANCE: Trustees File Supplemental Brief
-------------------------------------------------------
BOKF, NA, the First Lien Trustee, and Wilmington Trust, National
Association, the 1.5 Lien Trustee, on Thursday filed a joint
supplemental brief with respect to the inapplicability of the
automatic stay in the Chapter 11 cases of Momentive Performance
Materials Inc. and its affiliated debtors.

The Supplemental Brief addresses three questions on which the
Court requested additional briefing at the August 19, 2014 hearing
related to the confirmation of the Debtors' reorganization plan:

          (A) Can a "securities contract" encompass integrated
agreements that are part and parcel of the same transaction?

The Trustees point to Michigan State Housing Development
Authority v. Lehman Bros. Derivate Products Inc. (In re Lehman
Bros. Holdings Inc.), 502 B.R. 383 (Bankr. S.D.N.Y. 2013)
("MHSDA"), wherein Judge Peck treated an ISDA master agreement and
accompanying schedule, 20 underlying interest-rate swap
transactions, and a subsequent assignment and amendment agreement
(pursuant to which the debtor succeeded an affiliated entity as
obligor under the ISDA master agreement) as a single integrated
agreement that qualified for the protections of the safe harbor
for swap agreements set forth in section 560 of the Bankruptcy
Code.  In that case, the non-debtor counterparty sought to recover
millions of dollars representing the settlement amount owed upon
early liquidation of a swap agreement with one of the Lehman
debtors, calculated using a contractually agreed methodology set
forth in the assignment and amendment agreement.  The debtor
argued that the calculation method was an unenforceable ipso facto
clause, which was not protected by section 560 of the Bankruptcy
Code because the safe harbor therein included only the right to
liquidate, but did not explicitly contemplate a right to calculate
a liquidation amount.  Judge Peck rejected the debtor's theory,
holding that the liquidation calculation was inextricably tied to
the safe-harbored right to liquidate.

The Trustees note that the liquidation provision at issue in MHSDA
was contained in the assignment and amendment agreement that
transferred all of a different debtor's rights and obligations
under the ISDA to the debtor at issue.  Yet, Judge Peck held that
this fact did not shield the liquidation provision from the
protection of the safe harbor, stating that "[t]he Liquidation
Paragraph of the Assignment Agreement is part of the swap
agreement at issue."  Judge Peck distinguished prior case law
(including two of his own Lehman decisions) where the court had
refused to extend safe harbor protection to certain ipso facto
provisions, in part because these provisions were contained in
supplemental agreements that did not comprise part of the
protected agreement, but were "merely incidental or ancillary" to
the protected agreement.

According to the Trustees, like the relationship between the ISDA
master agreement and underlying swap agreements at issue in MHSDA,
the relationship between the Indentures and the underlying First
Lien and 1.5 Lien Notes is not "merely incidental or ancillary."
The Indentures specifically and expressly incorporate the Notes by
reference, thereby integrating them into single, unitary
contracts.

The Trustees also remind the Bankruptcy Court of the holding in
Am. Home Mortg. Inv. Corp. v. Lehman Bros. (In re Am. Home Mortg.
Holdings, Inc.), 388 B.R. 69 (Bankr. D. Del. 2008) and Calyon N.Y.
Branch v. Am. Home Mortg. Corp. (In re Am. Home Mortg., Inc.), 379
B.R. 503 (Bankr. D. Del. 2008), wherein Delaware Judge Sontchi
held that the safe harbors in sections 555 and 559 of the
Bankruptcy Code protected a non-debtor party's rights under master
repurchase agreements governing individual sale and repurchase
transactions, as such an agreement falls within the definition of
both "securities contract" and "repurchase agreement" as set forth
in the Bankruptcy Code.

          (B) Is the definition of "liquidate" satisfied if all
issues are determined other than a mathematical calculation of
damages?

The Trustees note that Section 562 of the Bankruptcy Code makes
clear that liquidation of a securities contract merely fixes the
counterparty's liability at the date of liquidation, while the
amount of liability owing may be calculated with reference to a
later date, i.e., the date on which there are commercially
reasonable determinants of value.

They also point out that the he Second Circuit established that
the liquidation of a claim turns upon whether the value of the
claim is dependent upon "a future exercise of discretion, not
restricted by specific criteria[,]" citing In re Mazzeo, 131 F.3d
295, 304 (2d Cir. 2007).  Where the value of a claim can be
"readily ascertained," it is liquidated.

The Trustees are seeking to liquidate their Claims through the
Notices of Rescission of Acceleration delivered to the Debtors by
the Trustees.  Once the automatic acceleration is rescinded, the
Trustees said they are entitled to the full Claims under the
Indentures and the Notes. No further act of discretion is needed
to determine the Debtors' liability because the method for
calculating damages upon an optional redemption is explicitly
provided for in each respective Note and in the respective
definitions of "Applicable Premium" under the Indentures.

"It does not matter which equation is ultimately used to determine
the amounts owing under the Indentures and the Notes, nor does it
matter whether the Debtors dispute that they owe the makewhole
premiums. What is important is that the Trustees have taken the
last discretionary step necessary to fix their Claims for damages
arising under the Indentures and the Notes and the Court need only
look to the text of the Indentures and the Notes to determine how
to calculate the total amount of the Claims," they state.

          (C) What is the consequence of determining that the
First Lien Documents and 1.5 Lien Documents constitute protected
securities contracts under Bankruptcy Code?

The 1.5 Lien Trustee has asserted its position on the
interpretation of section 362(b)(6) of the Bankruptcy Code on the
record at the August 19 hearing, and maintains that position. The
First Lien Trustee submits that the proper interpretation of
section 362(b)(6) is not currently before the Court and takes no
position as to its interpretation at this time.

However, even if section 362(b)(6) of the Bankruptcy Code were
interpreted to provide unfettered rights to foreclose on
collateral, the Trustees said that is not a practical concern in
the Debtors' chapter 11 cases because the First Lien Notes Claims
and the 1.5 Lien Note Claims are oversecured and the Debtors'
Joint Plan provides that the treatment of the Trustees' Claims can
be rendered unimpaired through the payment of the Claims in full
in cash.

"Thus, if the Court were to determine that the First Lien
Documents and 1.5 Lien Documents are protected securities
contracts (as it should), it is almost certain that the Debtors
would exercise their option to unimpair the First Lien Note Claims
and the 1.5 Lien Note Claims to avoid the exercise by the Trustees
of their respective contractual rights," the Trustees said.

                  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.

Wilmington Trust, National Association, the Trustee for the
Momentive Performance Materials Inc. 10% Senior Secured Notes due
2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25,
2012, by and between Momentive Performance Materials Inc. and The
Bank of New York Mellon Trust Company, National Association, is
represented by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and
Stephen Moeller-Sally, Esq., at Ropes & Gray LLP.

U.S. Bank National Association -- as successor Indenture Trustee
under the indenture dated as of December 4, 2006, among Momentive
Performance Materials Inc., the Guarantors named in the Indenture,
and Wells Fargo Bank, N.A. as initial trustee, governing the 11.5%
Senior Subordinated Notes due 2016 -- is represented in the case
by Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L.
Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and
Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan,
LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at
Maslon Edelman Borman & Brand, LLP.

BOKF, NA -- as successor First Lien Trustee to The Bank of New
York Mellon Trust Company, N.A., as trustee under an indenture
dated as of October 25, 2012, for the 8.875% First-Priority Senior
Secured Notes due 2020 issued by Momentive Performance Materials
Inc. and guaranteed by certain of the debtors -- is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A.
Espana, Esq., at Dechert LLP.

Counsel to Apollo Global Management, LLC and certain of its
affiliated funds are Ira S. Dizengoff, Esq., Philip C. Dublin,
Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L.
Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP.

Attorneys for Ad Hoc Committee of Second Lien Noteholders are
Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A.
Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP.


MOMENTIVE PERFORMANCE: Newco Officers and Directors Unveiled
------------------------------------------------------------
Momentive Performance Materials Inc. on Wednesday notified to the
Bankruptcy Court the proposed officers and directors of the
Reorganized Debtors in a supplemental document filed as part of
its Joint Chapter 11 Plan of Reorganization.

According to Momentive, the Proposed Directors of the Reorganized
Debtors, Intermediate HoldCo and Top HoldCo are:

     * Independent Directors

       -- Bradley Bell
       -- a designee by Apollo Global
       -- a designee by the Ad Hoc Committee

     * Apollo Designees

       -- Robert Kalsow-Ramos
       -- Scott Kleinman
       -- David Sambur
       -- Marvin Schlanger

     * Ad Hoc Committee Designees

       -- a designee by Oaktree
       -- Vacant
       -- Vacant

     * Chief Executive Officer

Vacant director positions will be filled following the Effective
Date pursuant to the terms of the Top HoldCo Certificate of
Incorporation.

Momentive said the postpetition officers -- and their base salary
-- are:

     Postpetition Officer   Title Base               Salary
     --------------------   ----------               ------
     Jack Boss              Interim CEO              $585,000.00
     Brian Berger           Interim CFO              $266,475.00
     Stephen Psutka         Interim General Counsel  $254,311.20

Pursuant to the Restructuring Support Agreement, the CEO, CFO and
General Counsel of the Reorganized Debtors will be selected on
either an interim or permanent basis by, and be acceptable to, the
Requisite Investors.  Other officers, if any, will be determined
with the consent of the Requisite Investors. The review and
selection process with respect to candidates for directors and
officers for the Reorganized Debtors is ongoing.

Post-Effective Date, each interim officer is anticipated to
receive the same compensation as he received immediately prior the
Effective Date, including payments pursuant to any applicable
employment agreement or other compensation program, if any. The
interim officers may also be eligible to participate in the
Management Incentive Plan to be established by the Board of
Reorganized MPM.

                  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.

Wilmington Trust, National Association, the Trustee for the
Momentive Performance Materials Inc. 10% Senior Secured Notes due
2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25,
2012, by and between Momentive Performance Materials Inc. and The
Bank of New York Mellon Trust Company, National Association, is
represented by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and
Stephen Moeller-Sally, Esq., at Ropes & Gray LLP.

U.S. Bank National Association -- as successor Indenture Trustee
under the indenture dated as of December 4, 2006, among Momentive
Performance Materials Inc., the Guarantors named in the Indenture,
and Wells Fargo Bank, N.A. as initial trustee, governing the 11.5%
Senior Subordinated Notes due 2016 -- is represented in the case
by Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L.
Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and
Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan,
LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at
Maslon Edelman Borman & Brand, LLP.

BOKF, NA -- as successor First Lien Trustee to The Bank of New
York Mellon Trust Company, N.A., as trustee under an indenture
dated as of October 25, 2012, for the 8.875% First-Priority Senior
Secured Notes due 2020 issued by Momentive Performance Materials
Inc. and guaranteed by certain of the debtors -- is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A.
Espana, Esq., at Dechert LLP.

Counsel to Apollo Global Management, LLC and certain of its
affiliated funds are Ira S. Dizengoff, Esq., Philip C. Dublin,
Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L.
Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP.

Attorneys for Ad Hoc Committee of Second Lien Noteholders are
Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A.
Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP.


MOMENTIVE PERFORMANCE: $38.5BB in Claims Filed; Review Begins
-------------------------------------------------------------
Momentive Performance Materials Inc. and its affiliated debtors,
as of Aug. 1, 2014, have received 1,300 proofs of claim, a portion
of which assert, in part or in whole, unliquidated claims. In the
aggregate, liquidated proofs of claim of $38.5 billion have been
filed against the Debtors, including guarantee and other redundant
or duplicative claims filed against multiple debtors.

According to Momentive, new and amended claims may be filed in the
future, including claims amended to assign values to claims
originally filed with no designated value.

The Company is now in the process of reconciling those claims to
the amounts listed by the Debtors in their schedule of assets and
liabilities.  As of Aug. 13, 2014, the Company has substantially
reconciled the $38.5 billion of filed claims to the amount of
liabilities classified in "Liabilities Subject To Compromise" as
of June 30, 2014.

Momentive pointed out that differences in liability amounts
included in the Schedule of Assets and Liabilities and claims
filed by creditors, have and will continue to be, investigated and
resolved, including through the filing of objections with the
Court, where appropriate.  The Company will ask the Court to
disallow claims that it believes are duplicative, have been later
amended or superseded, are without merit, are overstated or should
be disallowed for other reasons.

The Company said the determination of how liabilities will
ultimately be treated cannot be made until the Court confirms the
Debtors' reorganization plan.

On June 4, 2014, the Debtors filed their schedules of assets and
liabilities and statements of financial affairs with the Court,
which were amended on July 15, 2014.  On June 6, 2014, the Court
entered an order establishing July 17, 2014 as the bar date for
potential non-governmental creditors and October 10, 2014 for
governmental creditors to file proofs of claim and establishing
the required procedures with respect to filing such claims.

                           DIP Financing

Momentive is financing the Chapter 11 proceedings and post-
bankruptcy operations with DIP financing from lenders.  On April
15, 2014, the Debtors entered into:

     (1) an amended and restated senior secured debtor-in-
         possession and exit asset-based revolving credit
         agreement -- DIP ABL Facility -- which amends and
         restates the Company's existing asset-based revolving
         loan facility; and

     (2) a senior secured debtor-in-possession term loan
         agreement, as amended.

The DIP ABL Facility has a 12-month term unless, prior to the end
of such 12 month period, a reorganization plan is confirmed
pursuant to an order entered by the Court and subsequently
consummated, in which case, the DIP ABL Facility will terminate on
the date of such consummation, unless the Company exercises its
option to convert the DIP ABL Facility into an exit asset-based
revolving facility -- Exit ABL Facility -- in which case, upon the
effectiveness of the Exit ABL Facility, the term will be five
years after such effective date. The maximum availability under
the DIP ABL Facility is $270 million.

The DIP ABL Facility is also subject to a borrowing base that is
based on a specified percentage of eligible accounts receivable
and inventory and, in certain foreign jurisdictions, machinery and
equipment.

The DIP ABL Facility bears interest based on, at the Company's
option, an adjusted LIBOR rate plus an applicable margin of 2.75%
or an alternate base rate plus an applicable margin of 1.75%. In
addition to paying interest on outstanding principal under the DIP
ABL Facility, the Company will be required to pay a commitment fee
to the lenders in respect of the unutilized commitments at an
initial rate equal to 0.375% per annum, subject to adjustment
depending on the usage.

The DIP ABL Facility has a minimum EBITDA covenant calculated on a
cumulative basis beginning with May 1, 2014 and tested monthly
commencing as of August 31, 2014 and a minimum liquidity covenant
of $50 million tested at the close of each business day.

The Exit ABL Facility will not have any financial maintenance
covenants, other than a minimum fixed charge coverage ratio of 1.0
to 1.0 that would only apply if availability is less than the
greater of (a) 12.5% of the lesser of the borrowing base and the
total Exit ABL Facility commitments at such time and (b) $27
million.  The fixed charge coverage ratio under the agreement
governing the Exit ABL Facility is defined as the ratio of (a)
Adjusted EBITDA minus non-financed capital expenditures and cash
taxes to (b) debt service plus cash interest expense plus certain
restricted payments, each measured on a last twelve months basis.

The DIP ABL Facility is secured by, among other things, first-
priority liens on most of the inventory and accounts receivable
and related assets of the Company, its domestic subsidiaries and
certain of its foreign subsidiaries, and, in the case of certain
foreign subsidiaries, machinery and equipment -- DIP ABL Priority
Collateral -- and second-priority liens on certain collateral that
generally includes most of the Company's, its domestic
subsidiaries' and certain of its foreign subsidiaries' assets
other than DIP ABL Priority Collateral, in each case subject to
certain exceptions and permitted liens.

Meanwhile, the DIP Term Loan Facility was used in part to repay in
full the outstanding obligations under the Company's existing ABL
Facility.  The DIP Term Loan Facility has a 12-month term unless,
prior to the end of such 12 month period, a reorganization plan is
confirmed pursuant to an order entered by the Court and
subsequently consummated, in which case, the DIP Term Loan
Facility will terminate on the date of such consummation. The
amount committed and made available under the DIP Term Loan
Facility is $300 million.  The DIP Term Loan Facility bears
interest based on, at the Company's option, an adjusted LIBOR rate
plus an applicable margin of 3.25% or an alternate base rate plus
an applicable margin of 2.25%.

Like the DIP ABL Facility, the DIP Term Loan Facility has a
minimum EBITDA covenant calculated on a cumulative basis beginning
with May 1, 2014 and tested monthly commencing as of Aug. 31,
2014, and a minimum liquidity covenant of $50 million tested at
the close of each business day.

The security arrangements for the DIP Term Loan Facility include
first-priority liens on the DIP Term Loan Priority Collateral
owned by the Company and its domestic subsidiaries and second-
priority liens on the DIP ABL Priority Collateral owned by the
Company and its domestic subsidiaries, which are junior to the DIP
ABL Facility, in each case subject to certain exceptions and
permitted liens.

The Company has authorization from the Court to access the full
amount of the DIP Facilities, and as of June 30, 2014, $300
million is outstanding under the DIP Term Loan Facility and no
amounts are outstanding under the DIP ABL Facility.

A full-text copy of the FIRST AMENDMENT dated as of May 12, 2014,
among MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC., a Delaware
corporation ("Holdings"), MOMENTIVE PERFORMANCE MATERIALS INC., a
Delaware corporation ("Intermediate Holdings"), MOMENTIVE
PERFORMANCE MATERIALS USA INC., a Delaware corporation (the "U.S.
Borrower"), MOMENTIVE PERFORMANCE MATERIALS GMBH, a company
organized under the laws of Germany (the "Germany Silicone
Borrower"), MOMENTIVE PERFORMANCE MATERIALS QUARTZ GMBH, a company
organized under the laws of Germany (the "Germany Quartz
Borrower"), MOMENTIVE PERFORMANCE MATERIALS NOVA SCOTIA ULC, an
unlimited company incorporated under the laws of the Province of
Nova Scotia, Canada (the "Canadian Borrower"; the Canadian
Borrower, the Germany Silicone Borrower, the Germany Quartz
Borrower and the U.S. Borrower, each a "Borrower" and collectively
the "Borrowers"), the LENDERS party hereto and JPMORGAN CHASE
BANK, N.A., as administrative agent for the Lenders (in such
capacity, the "Administrative Agent") under the AMENDED AND
RESTATED SENIOR SECURED DEBTOR-IN-POSSESSION AND EXIT ASSET-BASED
REVOLVING CREDIT AGREEMENT dated as of April 15, 2014, among
Holdings, Intermediate Holdings, the Borrowers, the Lenders party
thereto from time to time and the agents, arrangers and
bookrunners party thereto, is available at http://is.gd/y603vE

                          Bridge Facility

In connection with the transactions contemplated by the Plan,
prior to the Petition Date, the Debtors secured a commitment for a
$1 billion first lien term loan exit facility.  Subsequent to the
Petition Date, the Debtors sought a commitment for a $250 million
second lien exit facility which would ensure the availability of
the remainder of the financing contemplated under the Plan.

After good faith, arm's-length negotiations, the Debtors and
JPMorgan Securities LLC, Citigroup Global Markets, Inc., and
Credit Suisse Securities (USA) LLC reached an agreement on a so-
called bridge facility.

Pursuant to the Bridge Facility Commitment letter, on the
Effective Date, the Bridge Facility Lenders have committed to
provide, and to act as Arrangers for, a new second lien secured
bridge loan facility in the aggregate principal amount of up to
$250,000,000 -- Second Lien Bridge Facility -- to be drawn to the
extent the Debtors are not able to issue new senior second-
priority secured notes in a Rule 144A or other private placement
yielding sufficient aggregate cash proceeds to repay the amounts
outstanding in connection with the 10% Senior Secured Notes due
2020 issued pursuant to an Indenture dated as of May 25, 2012 --
1.5 Lien Notes -- in cash pursuant to the Plan.

Separately, the Debtors entered into the engagement letter which
contemplates the Debtors' engagement of JPMorgan Securities LLC,
Citigroup Global Markets, Inc., and Credit Suisse Securities (USA)
LLC as investment bankers in connection with a registered or a
Rule 144A or other private placement of the Second Lien Notes.

The Second Lien Documents do not obligate the Debtors to
ultimately enter into the Second Lien Bridge Facility or issue the
Second Lien Notes, but they do obligate the Debtors to, among
other things, pay certain reasonable fees and expenses and to
grant indemnities.

Should the Second Lien Bridge Facility or the Second Lien Notes be
ultimately issued, the Debtors would also incur the additional
financing fees set forth in the Second Lien Documents in
connection with such issuance.  The fees, expenses and indemnities
set forth in the Second Lien Documents are compensation to the
Arrangers and the Notes Offering Investment Banks for their
commitment to provide the financing and their efforts to arrange
and syndicate the Second Lien Bridge Facility and the Second Lien
Notes.  These terms are also the product of arm's-length
negotiations among the parties.

The Second Lien Bridge Facility will constitute senior second-
priority secured indebtedness of the Borrower, and will rank pari
passu in right of payment with all obligations under the Senior
Facilities and all other senior indebtedness of the Borrower.  The
Closing Date is upon the Effective Date of the Plan, but no later
than October 14, 2014.

The Debtors will pay interest for the first three month period
commencing on the date on which the Plan is consummated at the
Adjusted LIBOR plus 600 basis points per annum.  At the end of the
three-month period commencing on the Closing Date, and at the end
of each three-month period thereafter, the Spread shall increase
by an additional 50 basis points.  Interest on the Second Lien
Bridge Facility will be payable in cash, quarterly in arrears.

Default interest rate is the applicable interest rate plus 2.0%
per annum.

On the first anniversary of the Closing Date, any Second Lien
Bridge Loan that has not been previously repaid in full will be
automatically converted into a senior second-priority secured term
loan due on the date that is eight years after the Closing Date,
subject to the conditions precedent set forth in the Term Sheet.
At any time on or after the Conversion Date, at the option of the
applicable lender, such Second Lien Term Loans may be exchanged in
whole or in part for senior second-priority secured exchange notes
having an equal principal amount; provided, however, that the
Reorganized Debtors may defer the first issuance of Second Lien
Exchange Notes until such time as they shall have received
requests to issue an aggregate of at least $100 million in
principal amount of Second Lien Exchange Notes. The Second Lien
Exchange Notes will mature on the date that is eight years after
the Closing Date.

The Bankruptcy Court on July 18 authorized the Debtors to enter
into and perform under the Bridge Facility Commitment Letter and
related commitment documents, and incur and pay relevant fees,
costs and expenses.  The indemnification obligations contained in
the Second Lien Documents are also approved.

                  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.


MOUNTAIN PROVINCE: Welcomes Issuance of Land Use Permit License
---------------------------------------------------------------
De Beers Canada Inc., as the Operator, and Mountain Province
Diamonds announced that the Mackenzie Valley Land and Water Board
has issued the Gahcho Kue Type A Land Use Permit and sent the Type
A Water License for final approval to the Minister of Environment
and Natural Resources of the Government of the Northwest
Territories.

Tony Guthrie, CEO of De Beers Canada Inc., said, "This represents
one of the final regulatory steps for the Gahcho Kue diamond mine
and is the result of very hard work by the Project team over the
past eight years with the Board, Regulatory agencies, Aboriginal
parties, Communities and other Stakeholders.  We will continue to
develop the Project responsibly in keeping with the principles of
sustainable development, including protection of the environment,
and with respect for Aboriginal culture and traditions.

We look forward to strengthening relationships with all
Stakeholders as we advance the project toward operation and build
for the future together.

We want to thank the Board and staff of the MVLWB and the many
Participants for their work during the permitting process."

Patrick Evans, CEO of Mountain Province Diamonds, added: "As the
world's largest and richest new diamond mine, Gahcho Kue will
maintain Canada's position as a leading diamond producer.
Employment created by Gahcho Kue and revenues generated by the
mine will contribute to growth and prosperity in the NWT.  I
extend my appreciation to the Gahcho Ku' Project team, the
Regulators as well as our community partners who have supported
the mine development."

Gahcho Kue will employ close to 700 people during the two years of
construction and approximately 400 people during its operational
phase.

                  About Mountain Province Diamonds

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49 percent interest in the Gahcho Kue
Project.

Mountain Province reported a net loss of C$26.60 million in 2013,
a net loss of C$3.33 million in 2012 and a net loss of C$11.53
million in 2011.  As of March 31, 2014, the Company had C$153.62
million in total assets, C$36.32 million in total liabilities and
C$117.29 million in total shareholders' equity.

                           Going Concern

"The Company currently has no source of revenues.  In the years
ended December 31, 2013, 2012 and 2011, the Company incurred
losses, had negative cash flows from operating activities, and
will be required to obtain additional sources of financing to
complete its business plans going into the future.  Although the
Company had working capital of $35,133,368 at December 31, 2013,
including $35,687,694 of cash and short-term investments, the
Company has insufficient capital to finance its operations and the
Company's share of development costs of the Gahcho Kue Project
(Note 8) over the next 12 months.  The Company is currently
investigating various sources of additional funding to increase
the cash balances required for ongoing operations over the
foreseeable future.  These additional sources include, but are not
limited to, share offerings, private placements, rights offerings,
credit and debt facilities, as well as the exercise of outstanding
options.  However, there is no certainty that the Company will be
able to obtain financing from any of those sources.  These
conditions indicate the existence of a material uncertainty that
results in substantial doubt as to the Company's ability to
continue as a going concern," the Company said in the 2013 Annual
Report.


MUD KING: Hearing on Plan Outline Continued Until Sept. 22
----------------------------------------------------------
The Bankruptcy Court has continued until Sept. 22, 2014, at 2:00
p.m., the hearing to consider the adequacy of information in the
disclosure statement explaining Mud King Products, Inc.'s
Reorganization Plan.

As reported in the Troubled Company Reporter on July 23, 2014,
according to the Disclosure Statement, the key provisions of the
Plan are:

    (1) Administrative Claims will be paid in cash in full;

    (2) Priority Claims will be paid in full in cash when due;

    (3) Allowed Claim of Ad Valorem taxing authorities will be
        paid when due;

    (4) Allowed Secured Claim of Ford Motor Credit will be paid
        pursuant to its contractual terms;

    (5) Allowed Claims of $50,000 or less will be paid in cash in
        full;

    (6) Allowed General Unsecured Claims of Greater than $50,000
        will receive a pro rata share of equal quarterly payments
        for a period of twenty quarters until such claims are paid
        in full, with simple interest at the rate of 5% per annum
        accruing from the Effective Date;

    (7) Allowed Employee Indemnification Claims will be paid in
        full in cash;

    (8) Holders of Class 6 Equity Interest will retain their
        Interests held on the date of the filing of the bankruptcy
        case with the prohibition of payment of dividends until
        Class 1, 2, 3, 4 and 5 are paid as provided in the Plan.

To the extent that the Court determines that NOV should hold an
Allowed Claim, the NOV Claim would be treated in either Class 3 or
Class 4 of this Plan, as appropriate.  On September 21, 2012,
National Oilwell Varco (NOV) initiated a lawsuit n Harris County
District Court against Mud King and various other defendants for
misappropriation of trade secret and related actions.

As of the Effective Date, the management of the Reorganized Debtor
will continue to receive salaries as follows: Nigel Brassington -
$237,070 annually and Djoni Handoyo Layanto - $148,494 annually.
Lee Wilson will continue as operations manager at an annual salary
of $110,000.

A copy of the Disclosure Statement dated July 1, 2014, is
available for free at http://bankrupt.com/misc/MUDKING_302_ds.pdf

                      About Mud King Products

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013.  The petition was signed
by Erich Mundinger as vice president.  The Debtor disclosed
$18,959,158 in assets and $3,351,216 in liabilities as of the
Chapter 11 filing.  Annie E Catmull, Esq., Melissa Anne Haselden,
Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, Esq., at
Hoover Slovacek, LLP, represent the Debtor in its restructuring
effort.  Judge Karen K. Brown presides over the case.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditor.


MUD KING: Reserves Right on National Oilwell's Estimation Appeal
----------------------------------------------------------------
Mud King Products, Inc., filed a notice of cross-appeal, in
response to National Oilwell Varco, LP's notice of appeal of the
memorandum opinion and order disposing the Debtor's motion to
estimate claim of NOV for purposes of allowance, distribution and
voting.

On July 21, NOV submitted a post-trial brief regarding prejudgment
interest to be added to the amount of NOV's claim.

On July 17, the Court entered an order in which it found that NOV
has established its claims against the Debtor for misappropriation
of trade secrets under Texas law and violations of the Texas Theft
Liability Act, and estimated NOV's claim in the amount of $74,434
for the trade secrets misappropriation, and $1,000 for the TTLA
violation.

In this relation, NOV is entitled to an award of $6,860 in accrued
prejudgment interest, and any additional interest that will accrue
between the date of the order and the date of entry of judgment on
NOV's claims.

The Court scheduled a hearing on NOV's motion on Sept. 8, at 2:00
p.m.  NOV has requested that the Court set an Oct. 3 hearing on
the matter.

The Debtor said, in its response that it reserves and does not
waive the right to argue that NOV's notice of appeal was
premature, but files the notice to preserve its cross-appellate
rights.

The Debtor said, in a previous filing, that it has no objection to
NOV's calculation of prejudgment interest in the amount of $6,860,
to the extent allowed by the Court.

The Debtor is represented by:

         Suzanne Lehman Johnson, Esq.
         Mitchell A. Greene, Esq.
         MUSKAT MARTINEZ & MAHONY, LLP
         1201 Louisiana St., Suite 850
         Houston, TX 77002
         Tel: (713) 987-7850
         Fax: (713) 987-7854
         E-mail: sjohnson@m3law.com

                      About Mud King Products

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013.  The petition was signed
by Erich Mundinger as vice president.  The Debtor disclosed
$18,959,158 in assets and $3,351,216 in liabilities as of the
Chapter 11 filing.  Annie E Catmull, Esq., Melissa Anne Haselden,
Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, Esq., at
Hoover Slovacek, LLP, represent the Debtor in its restructuring
effort.  Judge Karen K. Brown presides over the case.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditor.


MUD KING: Reserves Right to Object to NOV's Estimation Appeal
-------------------------------------------------------------
Mud King Products, Inc., filed a notice of cross-appeal, in
response to National Oilwell Varco, LP's appeal of the memorandum
opinion and order disposing the Debtor's motion to estimate claim
of NOV for purposes of allowance, distribution and voting.

The Debtor said that it reserves and does not waive the right to
argue that NOV's notice of appeal was premature, but files the
notice to preserve its cross-appellate rights.

The Debtor said, in a previous filing, that it has no objection to
NOV's calculation of prejudgment interest in the amount of $6,860,
to the extent allowed by the Court.

On July 21, NOV submitted a post-trial brief regarding prejudgment
interest to be added to the amount of NOV's claim.

On July 17, the Court entered an order in which it found that NOV
has established its claims against the Debtor for misappropriation
of trade secrets under Texas law and violations of the Texas Theft
Liability Act, and estimated NOV's claim in the amount of $74,434
for the trade secrets misappropriation, and $1,000 for the TTLA
violation.

In this relation, NOV is entitled to an award of $6,860 in accrued
prejudgment interest, and any additional interest that will accrue
between the date of the order and the date of entry of judgment on
NOV's claims.

The Court scheduled a hearing on NOV's motion on Sept. 8, at 2:00
p.m.  NOV has requested that the Court set an Oct. 3 hearing on
the matter.

The Debtor is represented by:

         Suzanne Lehman Johnson, Esq.
         Mitchell A. Greene, Esq.
         MUSKAT MARTINEZ & MAHONY, LLP
         1201 Louisiana St., Suite 850
         Houston, TX 77002
         Tel: (713) 987-7850
         Fax: (713) 987-7854
         E-mail: sjohnson@m3law.com

                      About Mud King Products

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013.  The petition was signed
by Erich Mundinger as vice president.  The Debtor disclosed
$18,959,158 in assets and $3,351,216 in liabilities as of the
Chapter 11 filing.  Annie E Catmull, Esq., Melissa Anne Haselden,
Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, Esq., at
Hoover Slovacek, LLP, represent the Debtor in its restructuring
effort.  Judge Karen K. Brown presides over the case.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditor.


NEWLEAD HOLDINGS: Ironridge Seeks 1.3MM Additional Common Shares
----------------------------------------------------------------
Ironridge Global IV, Ltd., on Aug. 11, 2014, requested an
additional 1.3 million common shares from NewLead Holdings Ltd.
As of Aug. 12, 2014, Ironridge has requested approximately 8.5
million shares (adjusted to reflect the 1-for-50 reverse split
effective as of May 15, 2014 and the 1-for-50 reverse split
effective as of July 15, 2014), 2.4 million of which have been
requested but not issued.

As of July 31, 2014, Ironridge has invested $2.5 million in the
Company and force funded another $2.5 million, which was
immediately returned pending resolution of the arbitration, and,
as disclosed to the Company by Ironridge, has sold the common
shares of the Company issued to it for aggregate proceeds of $32.3
million.

As of August 12, 2014, the Company had approximately 11.6 million
shares outstanding.

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

                        http://is.gd/uNBPfM

                     About NewLead Holdings Ltd.

Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels.  NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings.  NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.

NewLead Holdings reported a net loss of $158.22 million on $7.34
million of operating revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $403.92 million on $8.92 million of
operating revenues in 2012.  The Company's balance sheet at
Dec. 31, 2013, showed $151.33 million in total assets, $292.68
million in total liabilities and a $141.34 million total
shareholders' deficit.

EisnerAmper LLP, in 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 a net loss, negative operating cash
flows, a working capital deficiency, and shareholders' deficiency
and has defaulted under its credit facility agreements.  Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


NII HOLDINGS: Fucata to Buy Chilean Operating Unit
--------------------------------------------------
NII Holdings, Inc., disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that the Company's wholly-owned
subsidiaries NII Mercosur Telecom, S.L., NII Mercosur Moviles,
S.L., and NII International Telecom S.C.A. entered into a Stock
Purchase Agreement with Fucata S.A. -- a sociedad anonima existing
under the Oriental Republic of Uruguay, a venture comprised of
Grupo Veintitres, Optimum Advisors and ISM Capital -- pursuant to
which Fucata will purchase all of the outstanding equity interests
in Nextel Chile S.A., the Company's Chilean operating company.

                        About NII Holdings

NII Holdings, Inc. -- http://www.nii.com/-- a publicly held
company based in Reston, Va., is a provider of differentiated
mobile communication services for businesses and high value
consumers in Latin America.  NII Holdings, operating under the
Nextel brand in Brazil, Mexico, Argentina and Chile, offers fully
integrated wireless communications tools with digital cellular
voice services, data services, wireless Internet access and Nextel
Direct Connect(R) and International Direct ConnectSM, a digital
two-way radio.  NII Holdings is a Fortune 500 and Barron's 500
company, and has also been named one of the best places to work
among multinationals in Latin America by the Great Place to
Work(R) Institute.  The Company trades on the NASDAQ market under
the symbol NIHD.

As of June 30, 2014, the Company had $7.43 billion in total
assets, $8.02 billion in total liabilities and a $583.5 million
total stockholders' deficit.

                         Bankruptcy Warning

"Currently we have not entered into any agreements relating to any
potential strategic transactions or any potential restructuring of
our obligations.  There can be no assurance that these efforts
will result in any such agreement.  If an agreement is reached and
we decide to pursue a restructuring either on a standalone basis
or in conjunction with one or more other potential actions, we
expect that it will be necessary for us to file a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code in
order to implement it through the confirmation and consummation of
a plan of reorganization approved by the bankruptcy court in the
bankruptcy proceedings.  We may also conclude that it is necessary
to initiate Chapter 11 proceedings to implement a restructuring of
our obligations even if we are unable to reach an agreement with
our creditors and other relevant parties regarding the terms of
such a restructuring.  In either case, such a proceeding could be
commenced in the very near future," the Company disclosed in its
quarterly report for the period ended June 30, 2014.

                             *   *    *

As reported by the TCR on Aug. 15, 2014, Standard & Poor's Ratings
Services lowered the corporate credit rating on Reston, Va.-based
wireless carrier NII Holdings Inc. to 'CC' from 'CCC'.  The
outlook is negative.

In the Aug. 14, 2014, edition of the TCR, Moody's Investors
Service has downgraded the corporate family rating (CFR) of NII
Holdings Inc. ("NII" or "the company") to Caa2 from Caa1. The
downgrade reflects Moody's expectation that bankruptcy filing is
more likely as a result of the company's inability to find a
strategic solution to extend its liquidity.


OCWEN FINANCIAL: S&P Affirms 'B+' ICR & Revises Outlook to Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
issuer credit rating on OCWEN Financial Corp. and revised the
outlook to negative from stable.

The revision of S&P's outlook to negative reflects Ocwen's
disclosure in its recently filed second-quarter financial
statements that it received a subpoena from the SEC in June
requesting documents relating to its dealings with certain related
parties.  "We believe this disclosure, in conjunction with ongoing
examinations by the New York Department of Financial Services
(DFS) and identified weaknesses in the company's internal controls
that led to a restatement of certain financial statements, weighs
sufficiently on our rating," said Standard & Poor's credit analyst
Stephen Lynch.

In February, Ocwen, at the request of the New York DFS, placed an
indefinite hold on its planned purchase of the rights to service
mortgages with an unpaid principal balance (UPB) of $39 billion
from Wells Fargo.  Since that time, the New York DFS has sent a
series of letters to Ocwen asking questions and raising concerns
over the compan's related-party dealings, management and
governance, and servicing practices.  Most recently, the DFS sent
Ocwen a letter on Aug. 4 regarding what it called a "troubling
transaction" between Ocwen and Altisource Portfolio Solutions, a
company that was spun out from Ocwen in 2009.  The DFS said the
transaction "appears designed to funnel" fees to Altisource for
"minimal work" related to force-place insurance on loans serviced
by Ocwen.  S&P don't know if the transaction was improper in any
way -- it is possible that it was completely innocuous -- but
believe the letter underscores Ocwen's high level of regulatory
risk and S&P's concerns about its governance.

S&P is not taking any action on its issuer credit rating or
outlook on Altisource (B+/Stable/--) at this time, as S&P believes
Altisource's business and financial performance would support the
rating, even if the company was forced to forgo the fees in
question.  Still, S&P will continue to assess whether the scrutiny
on Ocwen could materially affect its relationship with Altisource
and if any changes in that relationship could result in lower
earnings and cash flows at Altisource.

Earlier this month, Ocwen restated its fourth-quarter 2013 and
first-quarter 2014 financial statements due to weaknesses in
internal controls related to how the company values its mortgage
servicing right (MSR) financing liability.  The MSR liability
relates to rights to servicing assets the company sold to related
party Home Loan Servicing Solutions (HLSS).  Although the
restatement had no net impact on the company's long-term financial
position, it raises concerns about whether the cited weaknesses
are emblematic of further deficiencies in internal controls.

Lastly, in its recently filed second-quarter financial statements,
Ocwen disclosed that, in June, the SEC issued a subpoena
requesting documents relating to the company's dealings with
Altisource Portfolio Solutions, HLSS, Altisource Residential
Corp., and Altisource Asset Management Corp.  William Erbey serves
as chairman of the board for all of the companies covered under
the subpoena and is a large shareholder in Ocwen and Altisource.
Earlier this year, Ocwen also received a letter from the SEC
informing the company that they were conducting an investigation
into Mr. Erbey's surrender of options to purchase common stock.
According to company filings, Mr. Erbey surrendered 1 million
options after the company received a letter from a shareholder who
claimed the award of options was inconsistent with the terms of
the company's 2007 Equity Incentive Plan.

"We believe the confluence of these events raises serious
management and governance concerns, which could hurt Ocwen's
market position and financial performance.  Ocwen's servicing
assets, measured by UPB, underwent two consecutive quarters of
decline due to what we believe is the company's inability to
execute bulk servicing acquisitions under the backdrop of
regulatory inquiries.  We believe debt to adjusted EBITDA, which
ended the second quarter at about 3x on a trailing 12-month basis,
could come under pressure if the company is unable to acquire
future servicing assets.  Leverage rose during the second quarter,
largely due to the company's issuance of $350 million of senior
unsecured debt," S&P said.

At the same time, S&P believes the company's low level of debt
relative to its equity provides support for the rating.  If its
ratio of debt to equity were to rise materially, S&P could lower
the rating.

S&P's negative outlook reflects increasing regulatory pressure on
the company's business and servicing practices.  S&P believes the
ongoing examinations could hurt the company's ability to acquire
future servicing assets and heightens the risk of additional
regulatory actions or fines and penalties.

S&P could lower its rating if the regulatory probes into Ocwen
result in a reduction in earnings and cash flows -- perhaps due to
an inability to purchase new MSRS -- causing leverage to continue
to steadily rise and S&P believes that a heightened level of
leverage is likely to be sustained.  S&P could also lower the
rating if regulatory actions cause a significant rise in legal and
regulatory expenses or an alteration in Ocwen's business model.

S&P also plans to continue to assess Ocwen's governance over the
coming months.  S&P could lower the rating if that ongoing
assessment results in an even more heightened concern about
governance -- especially if any of the regulatory investigations
reveal evidence of improper business dealings.

S&P believes an upgrade is unlikely over the foreseeable future.


OPTIM ENERGY: Okayed to Sell Assets to Major Oak for $125MM Cash
----------------------------------------------------------------
The Bankruptcy Court authorized Optim Energy, LLC, et al., to sell
certain of assets of Optim Energy Twin Oaks, LP., to Major Oak
Power, LLC, pursuant to an asset purchase agreement dated Aug. 5.

At the Aug. 4 auction, Major Oak was chosen as the prevailing
bidder and Twin Oaks Power, LLC chosen as back up bidder.  The
auction was held at the law offices of Bracewell & Giuliani LLP,
1251 Avenue of Americas, New York City.

The Major Oak APA provides that the aggregate consideration for
the sale of the assets is as follows:

   1. cash in an amount equal to $125,000,000; plus

   2. the "coal value" as of the closing; plus

   3. the amount of capital expenditures of seller for the period
      from July 1, 2014, to the closing date, solely to the extent
      such capital expenditures are incurred in accordance with
      Section 8.2(b)(v); plus

   4. the amount of deposits of seller relating to any assumed
      contract or permit that constitutes a purchased asset.

On July 3, the Court entered an order approving sale procedures
and proposed purchaser payments in connection with the sale of
assets.  All objections were overruled.  The Debtors, in response
to (a) formal objections filed by: (i) Walnut Creek Mining
Company; (ii) Carlyle Investment Management, LLC; (iii) the U.S.
Trustee; and (iv) the Texas Commission on Environmental Quality;
and (b) an informal objection received from the Environmental
Protection Agency, said that, among other things:

   1. Major Oak formulated its superior offer without any
communications with Walnut Creek.  As part of its bid, Major Oak
requested that the Debtors continue to enforce the confidentiality
agreements prohibiting other bidders from having discussions with
Twin Oaks' vendors, including Walnut Creek.

   2. Walnut Creek's objection to the debtors' timeline is
unfounded.

   3. Walnut Creek is not prohibited from becoming a qualifying
bidder.

   4. The stalking horse protections and auction parameters do not
chill bidding and will enhance value.

Lenders Cascade Investment, L.L.C. and ECJV Holdings, LLC,
submitted their joinder to the Debtors' omnibus reply to
objections to the Debtors' sale motion.

Cascade Investment and ECJV Holdings are represented by:

         Margaret Whiteman Greecher, Esq.
         Pauline K. Morgan, Esq.
         YOUNG CONAWAY STARGATT & TAYLOR, LLP
         Rodney Square
         1000 North King Street
         Wilmington, DE 19801
         Tel: (302) 571-6600
         Fax: (302) 571-1253
         E-mails: pmorgan@ycst.com
                  mgreecher@ycst.com
                  bankfilings@ycst.com

         Lindsee P. Granfield, Esq.
         Boaz S. Morag, Esq.
         CLEARY GOTTLIEB STEEN & HAMILTON LLP
         One Liberty Plaza
         New York, NY 10006
         Tel: (212) 225-2000
         Fax: (212) 225-3999
         E-mails: lgranfield@cgsh.com
                  bmorag@cgsh.com

                    About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cear
Bayou plants are fueled by natural gas, and the third is coal-
fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

Optim Energy, LLC scheduled $6,948,418 in assets and $716,561,450
in liabilities.  Optim Energy Cedar Bayou 4, LLC, disclosed
$183,694,097 in assets and $717,646,180 in liabilities as of the
Chapter 11 filing.  The Debtors have $713 million of outstanding
principal indebtedness.

On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3,
notified the Bankruptcy Court that she was unable to appoint an
official committee of unsecured creditors in the Debtors' cases.
The U.S. Trustee explained that there were insufficient responses
to her communication/contact for service on the committee.


ORECK CORP: Unsecured Creditors to Get Pro Rata Share Under Plan
----------------------------------------------------------------
Oreck Corporation, et al., and the Official Committee of Unsecured
Creditors filed with the Bankruptcy Court a Disclosure Statement
explaining the Joint Plan of Liquidation dated Aug. 13, 2014.

According to the Disclosure Statement, the Plan proposed that,
among other things:

   -- Each holder of an allowed general unsecured claim will
receive in full and final satisfaction, its pro rata share of the
liquidating trust assets;

   -- Each holder of an allowed convenience claim will receive in
full and final satisfaction, cash in the amount of 50% of its
allowed convenience claim, up to a maximum amount of $1,000; and

   -- Holders of interests will receive no distributions under the
Plan and are deemed to have rejected the Plan because the Plan
cancels all interests in the Debtors.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/Oreck_1438_DS_aug13.PDF

The Plan Proponents also propose that ballots accepting or
rejecting the Plan be received by 4:00 p.m., on Oct. 14.  Ballots
must be submitted to:

         LOWENSTEIN SANDLER LLP
         Attn: Sharon L. Levine, Esq.
         S. Jason Teele, Esq.
         65 Livingston Avenue
         Roseland, NJ 07068,

The Debtors are represented by:

         William L. Norton, III, Esq.
         BRADLEY ARANT BOULT CUMMINGS LLP
         Roundabout Plaza
         1600 Division Street, Suite 700
         Nashville, TN 37203
         Tel: (615) 252-2397

The Committee is represented by:

         Sharon L. Levine, Esq.
         S. Jason Teele, Esq.
         Nicole Stefanelli, Esq.
         LOWENSTEIN SANDLER LLP
         65 Livingston Avenue
         Roseland, NJ 07068
         Tel: (973) 597-2500
         Fax: (973) 597-2400

         Daniel H. Puryear, Esq.
         102 Woodmont Boulevard
         Woodmont Centre, Suite 520
         Nashville, TN 37205
         Tel: (615) 630-6601
         Fax: (615) 630-6602

                     About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee, on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.  The Debtor disclosed $18,013,249 in assets
and $14,932,841 plus an unknown amount in liabilities as of the
Chapter 11 filing.

William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at
Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent.  Sawaya Segalas &
Co., LLC serves as financial advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as its financial advisor.

In July 2013, Royal Appliance Mfg. Co. (RAM), a subsidiary of the
TTI Group, finalized the purchase of Oreck Corp.'s assets.  The
Bankruptcy Court approved the sale on July 16, 2013.

Royal, the maker of Dirt Devil floor-care products, won the
auction for Oreck Corp.  The second-place bidder was the Oreck
family, which sold the business in a $272 million transaction in
2003.  The Oreck family made the first bid at auction at
$21.9 million, including $14.5 million cash.

The terms of Royal's winning bid weren't disclosed publicly,
according to a Bloomberg News report.  Royal was acquired in 2003
by Hong Kong-based Techtronic Industries Co., the maker of Hoover
vacuum cleaners.


OZ GAS: Oct. 2 Hearing on Confirmation of Fifth Amended Plan
------------------------------------------------------------
The Hon. Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania will convene a hearing on Oct. 2,
2014, at 10:00 a.m., to consider the confirmation of John D. Oil
and Gas Company's Fifth Amended Plan of Reorganization.
Objections, if any, are due Sept. 19.

The Court on Aug. 13 approved the adequacy of information in the
Disclosure Statement dated Aug. 12.

The Court ordered that by Aug. 20, the Debtor will mail a copy of
the Order, the Fifth Amended Disclosure Statement, the Fifth
Amended Plan Summary to Accompany Fifth Amended Chapter 11 Plan of
Reorganization, and Official Ballot (Form 14) to all creditors,
equity security holders and other parties-in-interest.

Ballots accepting or rejecting the Plan are due Sept. 16.  On
Sept. 19, counsel for the Plan proponent will file a Summary of
the balloting.  Ballots must be submitted to:

         BERNSTEIN-BURKLEY, P.C.
         Attn: John D. Ballots
         707 Grant Street, Suite 2200
         Pittsburgh, PA 15219

According to the Amended Plan, it will incorporate the terms of
the Settlement Agreement with secured lender RBS Citizens N.A.,
and RBS Settlement orders.  Any excess proceeds and additional
estate assets will fund the remainder of the payments under the
Plan.  The source of the funds will come from the Debtor's
continued business operations post-confirmation.  To the extent
there may be a shortfall, plan funding will be contributed by
Richard Osborne, Sr., from other sources, including liquidations
of real estate not liquidated to fund the RBS Settlement.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/OzGas_707_DS_5thamendedplan.pdf

                     About John D. Oil & Gas;
               OZ Gas; and Great Plains Exploration

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012.  Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011, and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated
$10 million to $50 million in assets and debts.  John D. Oil's
balance sheet at Dec. 31, 2011, showed $6.98 million in total
assets, $13.26 million in total liabilities, and a stockholders'
deficit of $6.28 million.  The petitions were signed by Richard M.
Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


PENN WEST: Obtains Waivers From Senior Unsecured Noteholders
------------------------------------------------------------
Penn West Petroleum Ltd. on Aug. 21 disclosed that, further to its
August 12, 2014 announcement, it has now obtained waivers from the
holders of its senior unsecured notes of certain defaults under
the Notes arising from matters relating to the decision to restate
certain historical financial results and the delay in filing the
Company's second quarter 2014 interim filings.  Such defaults do
not relate to any of the financial tests under the Notes
respecting the Company's financial condition.  Subject to certain
conditions, the waivers have the effect of extending the cure
period for such defaults until October 14, 2014 and allowing for
the defaults to be cured by delivery of the restated historical
and second quarter financial statements.  Upon the curing of the
defaults, the Notes will remain in place on their existing terms.

These waivers, together with the waiver previously obtained from
the Company's lenders under its bank facility announced in the
Company's news release of August 12, 2014, provide the Company
with certainty with respect to its lending agreements during this
period and maintain the existing terms of the Notes and the bank
facility thereafter.

Penn West Petroleum, Ltd. is a senior exploration and production
company and is one of the largest conventional oil and natural gas
producers in Canada.


PLANT INSULATION: Insurers' Appeal to Confirmation Order Rejected
-----------------------------------------------------------------
District Judge Richard Seeborg in San Francisco, Calif, rejected
the insurers' appeal to the confirmation of Plant Insulation
Company's revised reorganization plan.

The Ninth Circuit had rejected Plant's prior reorganization pla,
holding the Original plan failed to comply with 11 U.S.C. Sec.
524(g)(2)(B)(i)(III), a Bankruptcy Code provision that seeks to
ensure a reorganized debtor's future operations are controlled by
an asbestos trust formed under Sec. 524(g).

The Plan Proponents -- consisting of Plant, the Official Committee
of Unsecured Creditors, and the Futures Representative -- then
formulated and lodged an amended plan, which was subsequently
confirmed by the bankruptcy court.  A contingent of Plant's
insurers lodged the appeal of the confirmation order, arguing the
Revised Plan still violates Sec. 524(g)(2)(B)(i)(III).

According to Judge Seeborg, while Sec. 524(g)(2)(B)(i)(III) "is
about control over the reorganized debtor's future operations,"
the statute does not require that the trust retain an unfettered
right to sell its shares in the organized debtor. Nor does the
statute preclude an arrangement whereby the trust is required to
invest in the reorganized debtor at confirmation, even at an over-
market price.  Because the insurers' claims of legal and factual
error are without merit, the appeal is denied, Judge Seeborg said.

The Plan provides two avenues for compensating existing and future
asbestos injury claimants: (1) from a trust established under Sec.
524(g), and (2) by preserving claimants' right to file tort
actions against Plant and insurers that refuse to settle such
claims by making cash contributions to the Trust.

The Sec. 524(g) injunction operates to create strong incentives
for Plant's remaining insurers to settle their potential
liabilities by making cash contributions to the Trust, or else
continue to defend asbestos injury claims without any possibility
of receiving reimbursement from Plant if its underlying liability
policies are ultimately determined to be exhausted. In exchange
for the settlement payments, the injunction completely releases
so-called Settling Insurers from all claims brought by all
parties, including tort claims asserted by asbestos injury
claimants, and claims for equitable contribution that might
otherwise be brought by Non-Settling Insurers.

The Plan further provides partial payment for general unsecured
creditors, including insurers' claims for reimbursement, by
setting aside 10% of all available funds (e.g., insurance
settlement proceeds) to the Unsecured Claims Reserve. All other
available cash proceeds are transferred to the Trust for
reimbursement to asbestos injury claimants. Distributions to those
claimants will be made according to established "Trust
Distribution Procedures," which enable the Trust's administrators
to determine the amount of compensable damages for each claimant
as well as the proportion of the Trust's funds that may be paid
out to each claimant without depleting payments to future
claimants.

Alternatively, under the Plan, asbestos injury claimants retain
their right to pursue Plant and Non-Settling Insurers by filing a
tort action, subject to several conditions. First, a determination
by the Trust as to the validity or sum of compensable claims
cannot provide a basis for liability in the courts. Second, if a
claimant obtains a judgment against Plant, he or she may file suit
(or Direct Action) against the Non-Settling Insurers to determine
whether the claim is covered by insurance.

Claimants are enjoined from enforcing any such judgment against
the Settling Insurers, (reorganized) Bayside, or the officers,
directors, or shareholders of either Plant or Bayside. In
addition, any judgment against a Non-Settling Insurer obtained by
an asbestos injury claimant must be reduced by the amount
previously recovered by the claimant from the Trust. By the same
token, a claimant who is fully compensated in such a Direct Action
against a Non-Settling Insurer may not seek to recover from the
Fund.

Finally, a claimant may not proceed with a Direct Action unless he
or she agrees in writing that the Non-Settling Insurer may offset
from any recovery otherwise available in a final judgment, the
amount of equitable contributions (including for defense costs)
that would be available to the Non-Settling Insurer from other
Settling Insurers, collection of which is enjoined under the Plan.
The deductions to Direct Action judgments are only applicable if
the Action goes to trial and leads to a final judgment. In other
words, those deductions are not available to the Non-Settling
Insurers in asbestos-related cases that are dismissed without any
payment to the claimant or settled before judgment.

The Plan also requires the merger of Plant and Bayside, under the
latter's name. As part of that transaction, the Trust will invest
$2 million in the reorganized Bayside and receive 40% of the
common stock of the company in exchange, as well as a warrant to
purchase an additional 11% of shares (thus totaling 51% of voting
shares). Reorganized Bayside is to assume Plant's responsibilities
to its insurers under the latter's liability policies, post-
merger.

The case is ONEBEACON INSURANCE COMPANY, et al., Appellants, v.
PLANT INSULATION CO., et al., Appellees, No. C 14-01200 RS (N.D.
Cal.).  A copy of Judge Seeborg's August 18, 2014 Order is
available at http://is.gd/WKlgXqfrom Leagle.com

OneBeacon Insurance Company is represented by Meeghan Leahy
Buckley, Dentons US LLP, Philip Aloysius O'Connell, Jr., Dentons
US LLP, Christopher Day Soper, Dentons US LLP & Robert Millner,
Dentons US LLP.

United States Fire Insurance Company, Appellant, represented by
Clinton Earl Cameron, Troutman Sanders LLP, Chad A. Westfall,
Musick Peeler & Garrett LLP, Lawrence Allen Tabb, Musick Peeler &
Garrett LLP & Seth Martin Erickson.

Safety National Casualty Corporation, Appellant, represented by
Paul Joseph Killion, Duane Morris LLP & Philip Richard Matthews,
Duane Morris LLP.

American Home Assurance Company, Defendant, represented by Jeff R.
Carlisle, Lynberg & Watkins, Michael S Davis, Zeichner Ellman
Krause LLP & Randall James Peters, Lynberg & Watkins.

Granite State Insurance Company, Defendant, represented by Jeff R.
Carlisle, Lynberg & Watkins, Michael S Davis, Zeichner Ellman
Krause LLP & Randall James Peters, Lynberg & Watkins.

The Insurance Company of the State of Pennsylvania, Defendant,
represented by Jeff R. Carlisle, Lynberg & Watkins, Michael S
Davis, Zeichner Ellman Krause LLP & Randall James Peters, Lynberg
& Watkins.

United States Fidelity and Guaranty Company, Defendant,
represented by Andrew T. Frankel, Kathrine A. McLendon & Terry
Sanders, Simpson Thacher and Bartlett.

Transport Insurance Company, Defendant, represented by Ray L.
Wong, Duane Morris LLP.

Plant Insulation Company, Appellee, represented by Peter J.
Benvenutti, Keller & Benvenutti LLP, Lori Sinanyan, Jones Day &
Ryan T. Routh, Jones Day.

Official Committee of Unsecured Creditors of Plant Insulation
Company, Appellee, represented by Michael H. Ahrens, Sheppard
Mullin Richter & Hampton LLP & Michael Magayne Lauter, Sheppard,
Mullin, Richter & Hampton.

Charles B Renfrew, Appellee, represented by Gary Scott Fergus,
Fergus, A Law Office.

Bayside Insulation & Construction, Inc., Interested Party,
represented by George H. Kalikman, Schnader Harrison Segal & Lewis
LLP.

San Francisco, California-based Plant Insulation Company
manufactured insulation products and services.  It is formerly
involved in the sale, installation, repair, and distribution of
products containing asbestos.  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.


SOLAR TRUST OF AMERICA: German Lawyer's Claim Goes to Trial
-----------------------------------------------------------
Bankruptcy Judge Kevin Gross denied the Motion for Summary
Judgment Allowing the General Unsecured Claim Number 49 of Krammer
Jahn Rechtsanwaltsgesellschaft mbH in the Chapter 11 case of Solar
Trust of America, LLC.  Krammer Jahn has failed to demonstrate
that no material question of fact or law exists that would entitle
the granting of summary judgment, the Court said.

On December 15, 2010, Utz Classen, the former chief executive
officer of Solar Millennium, initiated a lawsuit in Germany,
seeking a declaratory judgment that STA had no claim for
defamation of the Debtors against him.  On March 25, 2011, STA and
Krammer Jahn executed an Engagement Letter to provide for
representation of only STA in the lawsuit.  STA also executed a
power of attorney that authorized Krammer Jahn to take legal
action on its behalf.

On January 1, 2012, the German court dismissed the lawsuit because
Classen failed to allege an identifiable harm and the German court
had no legal authority to enjoin a judicial proceeding that would
be filed in the United States.  On February 4, 2012, Classen
appealed the dismissal.

On April 2, 2012, the Debtors filed their petition for relief
under Chapter 11 of the Bankruptcy Code, which stayed the appeal
with respect to STA.  On June 5, 2012, although the lawsuit sought
25,000 euros, the German appellate court issued an opinion setting
the amount in controversy in the lawsuit at 30,000,000 euros,
based on the defendants' allegation of losses exceeding tens of
millions of dollars.

On July 31, 2012, Krammer Jahn sent a final invoice to the
Debtors' claims processing agent for $264,319.94 in fees pursuant
to German law.  On August 8, 2012, Krammer Jahn filed its proof of
claim asserting a general unsecured claim based on the final
invoice and explaining that, pursuant to the German Lawyer's Fee
Act, the fees are based on the amount in controversy in the
lawsuit.

The Liquidation Trustee objected to the claim, requesting its
disallowance on two grounds. First, the Liquidation Trustee
asserts that the Debtors' books and records do not indicate any
liability to Krammer Jahn because the STA paid the invoice for the
underlying lawsuit prepetition and Krammer Jahn did not represent
the STA in the appeal. Second, the Liquidation Trustee alleges
that Krammer Jahn fails to establish the entitlement to payment of
any fees pursuant to the German Opinion or relevant German law
because the German Opinion was issued against STA's co-defendants,
not STA.

In response, Krammer Jahn argues that the Liquidation Trustee
fails to rebut the prima facie validity of the claim and moves for
summary judgment seeking allowance of the claim. Krammer Jahn
asserts that the Engagement Letter provides that "[f]or court
services provided by [Krammer Jahn], at least the minimum fees
outlined in the German Lawyers' Fee Act are to be charged as
required by mandatory provisions of law."

Krammer Jahn further asserts that the German appellate court set
the value of the initial lawsuit at 30,000,000 euros.

The Liquidation Trustee opposes the Motion arguing that a question
of material fact exists as to whether the German Opinion is void
as to the Debtors because it was entered while the automatic stay
was in effect. Moreover, the Liquidation Trustee asserts that STA
was not represented in the German appeal proceedings.
Additionally, the Liquidation Trustee argues that 11 U.S.C. Sec.
502(b)(4) allows a court to examine an attorney's claim to
determine the reasonable value of services rendered and there
remains a question as to the reasonable value of services provided
by Krammer Jahn.

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

                      About Solar Millennium

Solar Trust of America LLC, Solar Millennium Inc., and nine
affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-11136) on April 2, 2012.

Solar Trust was a joint venture created by Solar Millennium AG and
Ferrostaal AG to develop solar projects at locations in
California and Nevada.  Located in the "Solar Sun Belt" of the
American Southwest, the project sites have extremely high solar
radiation levels, and allow the Debtors' projects to harness high
levels of solar power generation.  Projects include the rights to
develop one of the world's largest permitted solar plant
facilities with capacity of 1,000 MW in Blythe, California.  Two
other projects contemplated 500 MW solar power facilities in
Desert Center, California and Amargosa Valley, Nevada.

Although the Debtors have obtained highly valuable transmission
right and permits, each project is only in the developmental
phase and does not generate revenue for the Debtors.  Ferrostaal
ceased providing funding two years ago and SMAG, due to its own
deteriorating financial condition, stopped providing funding
after December 2011.

When the Debtor filed for bankruptcy, NextEra Energy Resources LLC
committed to provide a postpetition secured credit facility and
expressed an interest in serving as stalking horse purchaser for
certain of the Debtors' assets.

Justin H. Rucki, Esq. at Young Conaway Stargatt & Taylor, LLP,
served as counsel to the Debtors.  K&L Gates LLP served as special
corporate counsel.

Ridgecrest Solar Power Project, LLC, and two entities filed for
Chapter 11 protection (Bankr. D. Del. Case Nos. 12-11204 to 12-
11206) on April 10, 2012.  Ridgecrest Solar, et al., are
affiliates of Solar Trust of America LLC. STA Development, LLC,
one of the debtors that filed for bankruptcy April 2, owns 100% of
the interests in Ridgecrest, et al.

Ridgecrest Solar Power estimated up to US$50,000 in assets and
debts.  Ridgecrest Solar I, LLC, estimated up to US$50,000 in
assets and up to US$10 million in liabilities.

In July 2012, NextEra Energy Inc. received formal authority to
buy the unfinished 1,000-megawatt facility in Blythe, California,
owned by Solar Millennium Inc.  NextEra paid US$10 million in cash
plus as much as $40 million when the project is finished.

The Delaware Bankruptcy Court also approved the sale of the 500-
megawatt project under development in Desert Center, California,
to BrightSource Energy Inc. for a price that could reach about
US$30 million.


PROLIANCE INTERNATIONAL: Court Rules in Avoidance Suit v. JNJ
-------------------------------------------------------------
Delaware Bankruptcy Judge Christopher Sontchi ruled on cross
motions for summary judgment filed in the avoidance action, George
L. Miller, Plaintiff, v. JNJ Logistics LLC, Defendant, ADV. CASE
NO. 11-52514 (CSS)(Bankr. D. Del.).

Mr. Miller is the chapter 7 trustee for Proliance International,
Inc., and its affiliated debtors.  He seeks the return of $548,036
in (alleged) preferential transfers from JNJ Logistics LLC, which
provided freight transport services for the Debtors prior to the
Petition Date.

The parties agree that Defendant is entitled to a subsequent new
value defense in the amount of $49,366, resulting from invoices
"open" (i.e. unpaid) as of the Petition Date (referred to as
"Unpaid SNV").  The parties disagree regarding the validity of the
Defendant's asserted subsequent new value defense for invoices
that were paid prior to the Petition Date in the amount of
$222,045.11 ("Paid SNV" also referred to as the "subsequent
advance approach").

The parties agree that: (i) in the 90-days prior to the Petition
Date, the Debtors made 12 transfers totaling $548,036 to the
Defendant; (ii) the Transfers were property of one or more of the
Debtors; and (iii) the Transfers were made by check or wire
transfer.

The Defendant filed its Motion for Partial Summary Judgment
regarding the validity of its Paid SNV defense to the preference
action.  The Trustee responded with his own Cross-Motion for
Partial Summary Judgment on the same issue.

Judge Sontchi held that the Defendant's partial motion for summary
judgment is granted and the Trustee's cross-motion for partial
summary judgment is denied.  The Defendant, the judge explained,
has established that it is entitled to partial summary judgment
upon application of the subsequent new value defense in the amount
of $271,411.39, thus reducing the Defendant's preference exposure
in that amount.

A copy of the Court's Aug. 14, 2014 Opinion is available at
http://is.gd/KIkbM9from Leagle.com.

Counsel for JNJ Logistics LLC:

         James S. Yoder, Esq.
         Sean A. Meluney, Esq.
         WHITE AND WILLIAMS LLP
         824 N. Market Street, Suite 902
         Wilmington, DE 19899-0709
         E-mail: yoderj@whiteandwilliams.com
                 meluneys@whiteandwilliams.com

Counsel for George L. Miller:

         Peter C. Hughes, Esq.
         DILWORTH PAXSON LLP
         One Customs House - Suite 500
         704 King Street
         Wilmington, DE 19801
         E-mail: phughes@dilworthlaw.com

                  About Proliance International

Based in New Haven, Connecticut, Proliance International, Inc. --
http://www.pliii.com/-- ,aka Godan, was a manufacturer of
automobile parts.  The Company and its affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 09-12278) on July 2,
2009.  Richards, Layton & Finger PA, represented the Debtors in
their restructuring effort.  The Debtors' financial condition as
of June 22, 2009, showed assets of $160.3 million and debt of
$133.5 million.

The sale of Proliance's North American assets to Centrum Equities
XV, LLC, was consummated under the provisions of Sec. 363 of the
Bankruptcy Code on Aug. 14, 2009.


REDDY ICE: Credit Amendment No Impact on Moody's 'B3' CFR
---------------------------------------------------------
Moody's Investors Service said in a published comment that the
amendment to Reddy Ice Corporation's first lien credit agreement
is a moderate credit positive, but it does not immediately impact
the parent company's B3 Corporate Family Rating (CFR) or stable
outlook. The proposed amendment will benefit the company's
liquidity by resetting the facility's only financial maintenance
covenant, a cap on the total net leverage ratio.

Reddy Ice Holdings, Inc., ("Reddy Holdings"), through its wholly-
owned subsidiary, Reddy Ice Corporation ("Reddy Ice"), the
borrower, manufactures and distributes packaged ice products. The
company is the largest manufacturer of packaged ice in the United
States and serves a variety of customer locations in 36 states and
the District of Columbia. Typical customers include supermarkets,
mass merchants, and convenience stores. Reddy Holdings is majority
owned and controlled by PE firm Centerbridge Partners.


REMY INT'L: Moody's Affirms 'B1' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed the ratings of Remy
International, Inc. -- Corporate Family and Probability of Default
Ratings at B1 and B1-PD, respectively. In a related action,
Moody's affirmed the ratings on Remy's $297 million senior secured
term loan at B1 and assigned a Speculative Grade Liquidity Rating
of SGL-3.  The rating outlook remains stable.

The following ratings were affirmed:

Remy International, Inc.:

  Corporate Family Rating, B1;

  Probability of Default, B1-PD;

  B1 (LGD3) to the $297 million (remaining amount) senior secured
  term loan B due 2020

The following rating was assigned:

  SGL-3, Speculative Grade Liquidity Rating

The $95 million asset based revolving credit facility is not
rated.

Ratings Rationale

The affirmation of Remy's B1 Corporate Family Rating continues to
incorporate the challenges faced by the company as a result of
high customer and regional concentrations, and the company's
modest size, balanced by relatively strong profit margin and
interest coverage metrics. Over the recent years through 2013,
Remy's revenues and profit levels deteriorated and failed to keep
pace with the industry recovery due to a number of factors,
including the roll-off of certain platforms at its largest
customer, soft commercial vehicle demand, a decline in hybrid
vehicle products (due to improving mileage performance of smaller
combustion engines), and competitive pricing pressure. As a
result, the company has underperformed Moody's expectations.
Favorably however, Remy's operating performance in 2014 has
stabilized and improved supported by previously enacted cost
reduction actions, and the January 2014 acquisition of United
Starters and Alternators Industries. Remy's profit margins and
interest coverage remain strong for the rating category with EBITA
margin at 9.6% (including Moody's standard adjustments), and
EBITA/interest expense at 4.5x for the LTM period ending
June 30, 2014.

The stable outlook incorporates Remy's strong credit metrics and
longstanding position in the automotive parts industry, balanced
by Moody's expectation of continued industry pricing pressure, and
risks around the company's high customer concentrations. Remy's
top five customers represented about 48% of sales in 2013.

Remy is expected to have an adequate liquidity profile over near
term supported by cash on hand, revolving credit availability, and
Moody's expectation of positive free cash flow generation over the
near-term. As of June 30, 2014, Remy had cash on hand of $56.2
million and the $95 million asset based revolving credit facility
was unfunded with availability for borrowings of $79.6 million
after $14.0 million of outstanding letters of credit. Financial
covenants under the term loan include a maximum leverage test and
a minimum interest coverage test for which there is expected be
ample cushion over the near-term. The asset based revolving credit
has a springing fixed charge coverage test of 1.1 to 1 when
availability falls below certain levels. Alternate liquidity is
limited as essentially all the company's domestic assets secure
the asset based revolver and term loan facilities.

Remy uses factoring arrangements to support its customer
relationships and provide financial flexibility. As of June 30,
2014, gross amounts factored under these facilities were about
$241 million. While a liquidity consideration and concern, Moody's
understands that arrangements between Remy and most of its
customers which require long-dated receivables contractually
permit the ability to revert back to shorter payment terms if
factoring markets are not available. As such, Moody's believes the
potential pressure on Remy's liquidity profile and financial
flexibility is more moderate than implied by Moody's adjusted
debt/EBITDA leverage of 4.4x (which includes consideration for
factoring) for the LTM period ending June 30, 2014.

Developments that could lead to an improved outlook or rating
include continued improvement in automotive industry conditions
supporting the company's ability to maintain EBITA/Interest of
about 3.5x and Debt/EBITDA at about 3.5x (inclusive of factoring
adjusted debt) on a consistent basis.

Developments that could lead to a lower outlook or ratings include
deterioration in automotive industry conditions which are not
offset by cost saving actions resulting in EBIT/interest sustained
below 2.5x or Debt/EBITDA sustained above 5.0x (inclusive of
factoring adjusted debt). Higher usage or the inability to access
accounts receivable factoring markets resulting in reduced
liquidity could also result in a lower rating or outlook.

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

Remy, headquartered in Pendleton, Indiana, is a leading worldwide
manufacturer, remanufacturer, and distributor of starter motors
and alternators for light vehicle and commercial vehicle
applications, multi-line products and hybrid electric motors.
Revenues in 2013 were $1.1 billion. The company, publicly listed
on the NASDAQ, is largely owned by affiliates of Fidelity National
Financial, Inc.


REVEL AC: Dec. 16 Set as Governmental Claims Bar Date
-----------------------------------------------------
Governmental entities holding a claim against Revel AC, Inc., have
until Dec. 16, 2014 to file their proofs of claim in the Debtor's
bankruptcy case.

All other persons and entities holding or asserting a claim
against Revel AC had until Aug. 6, 2014 to file their proofs of
claim.

                          About Revel AC

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

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

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

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

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

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

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


ROBERTS LAND: Reorganization Plan Consummated; Ch. 11 Case Closed
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, in
an amended order, entered a final decree closing the Chapter 11
cases of Roberts Land & Timber Investment Corp., and Union Land &
Timber Corp.

According to the Court, the amended final decree is solely for the
purpose of correcting the caption.  All references to the Debtor
will include and refer to both Debtors in the case filed jointly
by two individuals.

The Court determined that the Debtor's confirmed Amended and
Restated Plan of Reorganization dated Aug. 23, 2013, as modified,
has been substantially consummated.  All motions/objections/
applications that have not been resolved are denied as moot.

The Debtors notified the the Court that the Effective Date of
their Plan occurred on April 30, 2014.

As reported in the Troubled Company Reporter on April 9, 2014,
Judge Paul M. Glenn approved the Plan of the Debtors as
satisfying the confirmation requirements under the Bankruptcy
Code.

The judge simultaneously granted the Debtors' request to modify
the Plan after finding that the proposed modification does not
adversely change the treatment of the claims of the creditors that
voted to accept the Debtors' prior plan.

As previously reported by The TCR, the Debtor, through its
Restated Joint Plan of Reorganization filed Aug. 23, 2013, sought
to restructure debt owed to creditors including Farm Credit.  The
Plan amends and restates all previous plans (as modified from time
to time) in their entireties that have been filed by the Debtors.
With respect to the Secured Claim of Farm Credit of Florida, ACA,
as successor by merger to Farm Credit of North Florida, ACA, in
the amount of approximately $13 million, the Plan provides that,
at the sole and exclusive option of the Debtors, the Debtors will
inform the Court of their determination to elect to treat Farm
Credit's Allowed Class 4 Claim under Plan Treatment 1, Plan
Treatment 2 or Plan Treatment 3.

The Debtors are represented by:

          Andrew J. Decker, IV, Esq.
          Anthony W. Chauncey, Esq.
          THE DECKER LAW FIRM, P.A.
          P.O. Box 1288
          Live Oak, Florida 32064
          Tel: (386) 364-4440
          Fax: (386) 364-4508
          E-mail: andrewjdecker@thedeckerlawfirm.com
                  anthonywchauncey@thedeckerlawfirm.com

          James H. Post, Esq.
          SMITH HULSEY & BUSEY
          225 Water Street, Suite 1800
          Jacksonville, FL 32202
          Tel: (904) 359-7700
          Fax: (904) 359-7708
          E-mail: jpost@smithhulsey.com

                        About Roberts Land

Roberts Land & Timber Investment Corp. filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 11-03851) in Jacksonville, Florida, on
May 25, 2011.  Affiliate Union Land & Timber Corp. also sought
Chapter 11 protection (Case No. 11-03853).

Anthony W. Chauncey, Esq., at The Decker Law Firm, P.A., in Live
Oak, Florida; and James H. Post, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, serve as counsel for the Chapter 11
Debtors.

The Debtors are real estate holding and development companies as
well as holder of private mortgages.  The Debtors receive income
from the sale and development of real estate, management of real
estate developments, mortgage receivables, cattle grazing leases
and hunting leases.

In its schedules, Roberts Land disclosed assets of $26.7 million
with debt totaling $12.2 million, all secured.  The principal
properties are 1,500 acres in Baker County, Florida and 3,300
acres in Union County, Florida.

In its schedules, Union Land disclosed $2,376,170 in assets and
$11,945,819 in liabilities as of the petition date.


S.B. RESTAURANT: Has Going-Concern Buyer in Chalak Mitra Unit
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Elephant Bar, a chain of 29 restaurants in seven
states, will be sold to CM7 Capital Partners LLC, an affiliate of
Chalak Mitra Group, for about $1.25 million in cash.  The buyer
will aso pay designated claims to vendors and assume specified
liabilities, the report related.

According to the report, originally, the buyer was to be Cerberus
Business Finance LLC, as agent for the pre-bankruptcy and post-
bankruptcy lenders, but Cerberus bowed out when CM7 offered to
sign a contract and operate the chain.  Included among assumed
liabilities is an exit financing credit agreement, under which
Cerberus will lend as much as $18.3 million to finance operations,
the report said.

S.B. Restaurant Co. dba Elephant Bar Global Grill/Wok Kitchen, now
a chain of 29 restaurants in seven states, filed a petition for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-13778)
on June 17, 2014, in Santa Ana, California.  The case is assigned
to Judge Erithe A. Smith.

The Debtors' counsel is Jeffrey N Pomerantz, Esq., and John W.
Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
California.  The Debtors' chief restructuring officers are from
Deloitte Transactions & Business Analytics LLP, while their
investment banker is Mastodon Ventures, Inc.  The Debtors'
noticing claims and balloting agent is Rust Consulting Omni
Bankruptcy.


S.B. RESTAURANT: Cooley LLP Approved as Counsel for Committee
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of S.B. Restaurant Co., et al., to retain Cooley
LLP, as its counsel nunc pro tunc to June 26, 2014.

Peter C. Anderson, the U.S. Trustee, has withdrawn his limited
objection to the Committee's application after the Committee
submitted supplemental declaration which addressed the U.S.
Trustee's concerns.

The U.S. Trustee in his limited objection, stated that (1) the
application purported to affect all debtors even though the
Committee is appointed only in the case of S.B. Restaurant Co.;
and (2) the application needs to address travel expenses.

Cooley's personnel who will be responsible in the engagement and
their hourly rates are:

         Cathy Hershcopf, partners             $895
         Robert L. Eisenbach III, of counsel   $895
         Seth Van Aalten, associate            $710
         Robert Winning, associate             $560
         Jeremy Rothstein, associate           $375
         Rebecca Goldstein, paralegal          $285

Ms. Hershcopf, assured the Court that Cooley is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Cooley intends to comply with the U.S. Trustee's requests for
information and additional disclosures as set forth in the
Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses by attorneys in larger cases effective
as of Nov. 1, 2013.

The following is provided in response to the request for
additional information:

     Question: Did you agree to any variations from, or
       alternatives to, your standard or customary billing
       arrangements for this engagement?

     Response: No.

     Question: Do any of the professionals included in this
       engagement vary their rate based on the geographic location
       of the bankruptcy case?

     Response: No.

     Question: If you represented the client in the 12 months
       prepetition, disclose your billing rates and material
       financial terms for the prepetition engagement, including
       any adjustments during the 12 months prepetition. If your
       billing rates and material financial terms have changed
       postpetition, explain the difference and the reasons for
       the difference.

     Response: Cooley did not represent the Committee in the 12
       months prepetition.  Cooley has in the past represented,
       currently represents, and may represent in the future
       certain Committee members and/or their affiliates in their
       capacities as official committee members in other chapter
       11 cases.

     Question: Has your client approved your prospective budget
       and staffing plan, and, if so for what budget period?

     Response: Yes. For the period from June 26, 2014, until
       Sept. 30, 2014.

The firm can be reached at:

         Robert L. Eisenbach III, Esq.
         COOLEY LLP
         101 California Street, 5th Floor
         San Francisco, CA 94111-5800
         Tel: (415) 693-2000
         Fax: (415) 693-2222
         E-mail: reisenbach@cooley.com

         Cathy Hershcopf, Esq.
         Seth Van Aalten, Esq.
         Robert Winning, Esq.
         COOLEY LLP
         1114 Avenue of the Americas
         New York, NY 10036-7798
         Tel: (212) 479-6000
         Fax: (212) 479-6575
         E-mails: chershcopf@cooley.com
                  svanaalten@cooley.com
                  rwinning@cooley.com

                     About S.B. Restaurant Co.

S.B. Restaurant Co. dba Elephant Bar Global Grill/Wok Kitchen, now
a chain of 29 restaurants in seven states, filed a petition for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-13778)
on June 17, 2014, in Santa Ana, California.  The case is assigned
to Judge Erithe A. Smith.

The Debtors' counsel is Jeffrey N Pomerantz, Esq., and John W.
Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
California.  The Debtors' chief restructuring officers are from
Deloitte Transactions & Business Analytics LLP, while their
investment banker is Mastodon Ventures, Inc.  The Debtors'
noticing claims and balloting agent is Rust Consulting Omni
Bankruptcy.

S.B. Restaurant Co., disclosed $32,730,439 in assets and
$62,089,162 in liabilities as of the Chapter 11 filing.

No trustee, examiner, or committee has been appointed in the
cases.


S.B. RESTAURANT: Files Schedules of Asset and Liabilities
---------------------------------------------------------
S.B. Restaurant Co., filed with the U.S. Bankruptcy Court for the
Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $32,730,439
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $45,939,786
  E. Creditors Holding
     Unsecured Priority
     Claims                                       $10,887,042
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                        $5,262,333
                                 -----------      -----------
        Total                    $32,730,439      $62,089,162

Affiliate S.B. Restaurant Co. of Central Florida, LLC disclosed
$86,956 in assets and $42,334,395 in liabilities.

Copies of the schedules are available for free at:

    http://bankrupt.com/misc/SBRESTAURANT_184_sal.pdf
    http://bankrupt.com/misc/SBRESTAURANT_188_sal.pdf

The Debtors are represented by:

         Jeffrey N. Pomerantz, Esq.
         John W. Lucas, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         10100 Santa Monica Blvd., Suite 1300
         Los Angeles, CA 90067-4114
         Tel: (310) 277-6910
         Fax: (310) 201-0760
         E-mails: jpomerantz@pszjlaw.com
                  jlucas@pszjlaw.com

                     About S.B. Restaurant Co.

S.B. Restaurant Co. dba Elephant Bar Global Grill/Wok Kitchen, now
a chain of 29 restaurants in seven states, filed a petition for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-13778)
on June 17, 2014, in Santa Ana, California.  The case is assigned
to Judge Erithe A. Smith.

The Debtors' counsel is Jeffrey N Pomerantz, Esq., and John W.
Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
California.  The Debtors' chief restructuring officers are from
Deloitte Transactions & Business Analytics LLP, while their
investment banker is Mastodon Ventures, Inc.  The Debtors'
noticing claims and balloting agent is Rust Consulting Omni
Bankruptcy.

No trustee, examiner, or committee has been appointed in the
cases.


S.B. RESTAURANT: U.S. Trustee Withdraws Objection to GT Employment
------------------------------------------------------------------
The U.S. Trustee has withdrawn his limited objection to the
employment of Grant Thornton LLP after the Official Committee of
Unsecured Creditors has filed an amended application that
addressed the concerns raised by the U.S. Trustee.

In response to the U.S. Trustee's limited objection to the
original application, GT and the Committee agreed to modify the
proposed terms of GT's retention, and submitted the amended
application.

The Committee is requesting approval to retain Grant Thornton as
its financial advisor nunc pro tunc as of June 27, 2014.  The
Committee said that it is necessary and essential that it employ
financial advisors to render the foregoing professional services.
GT has indicated a willingness to act on behalf of, and render
services to, the Committee.

According to the amended application, GT will charge its standard
hourly rates for professional services subject to a 15% discount.
GT's standard hourly rates and discounted hourly rates are:

   Classification        Standard        Standard Hourly
                       Hourly Rates        Rates at 85%
   --------------      ------------      ---------------
Partner/Principal/
Managing Director          $695                $591

Director                   $610                $519

Manager                    $465                $396

Senior Associate           $360                $306

Associate                  $250                $213

Paraprofessional           $175                $149

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

                     About S.B. Restaurant Co.

S.B. Restaurant Co. dba Elephant Bar Global Grill/Wok Kitchen, now
a chain of 29 restaurants in seven states, filed a petition for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-13778)
on June 17, 2014, in Santa Ana, California.  The case is assigned
to Judge Erithe A. Smith.

The Debtors' counsel is Jeffrey N Pomerantz, Esq., and John W.
Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
California.  The Debtors' chief restructuring officers are from
Deloitte Transactions & Business Analytics LLP, while their
investment banker is Mastodon Ventures, Inc.  The Debtors'
noticing claims and balloting agent is Rust Consulting Omni
Bankruptcy.

S.B. Restaurant Co., disclosed $32,730,439 in assets and
$62,089,162 in liabilities as of the Chapter 11 filing.

No trustee, examiner, or committee has been appointed in the
cases.


S.B. RESTAURANT: Taps Deloitte Transactions to Provide CRO
----------------------------------------------------------
S.B. Restaurant Co., et al., ask the Bankruptcy Court to approve
an agreement pursuant to which Deloitte Transactions and Business
Analytics LLP with provide a CRO and other personnel, nunc pro
tunc to June 16, 2014.

T. Scott Avila, a principal with DTBA, will serve as chief
restructuring officer of the Debtors, Allen Soong will serve as
assistant CRO, and additional individuals will provide other
services to the Debtors in support of the CRO and ACRO.

The DTBA personnel will, among other things:

   -- assist the Debtors in their assessment of cash management
and cash flow forecasting processes, including the monitoring of
actual cash flow versus projections;

   -- assist the Debtors in their analysis of their liquidity
outlook, debt service capacity and appropriate capital structure;
and

   -- assist the Debtors in their estimation of a future baseline
EBITDA.

The parties have agreed to this payment structure:

   (a) Fees in connection with the engagement will be based upon
the time incurred, multiplied by the applicable hourly rates:

         Personnel Level                         Rate Per Hour
         ---------------                         -------------
         Principal                                   $695
         Senior Vice President                       $495
         Vice President                              $435
         Senior Consultant                           $375

   (b) The Debtors paid DTBA $50,000 as the deposit or retainer.

   (c) The Debtors will reimburse DTBA, the CRO, and ACRO for all
reasonable out-of-pocket expenses incurred in connection with the
engagement such as travel, lodging, telephone and facsimile
charges.

Mr. Avila assures the Court that DTBA is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                     About S.B. Restaurant Co.

S.B. Restaurant Co. dba Elephant Bar Global Grill/Wok Kitchen, now
a chain of 29 restaurants in seven states, filed a petition for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-13778)
on June 17, 2014, in Santa Ana, California.  The case is assigned
to Judge Erithe A. Smith.

The Debtors' counsel is Jeffrey N Pomerantz, Esq., and John W.
Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
California.  The Debtors' chief restructuring officers are from
Deloitte Transactions & Business Analytics LLP, while their
investment banker is Mastodon Ventures, Inc.  The Debtors'
noticing claims and balloting agent is Rust Consulting Omni
Bankruptcy.

S.B. Restaurant Co., disclosed $32,730,439 in assets and
$62,089,162 in liabilities as of the Chapter 11 filing.

No trustee, examiner, or committee has been appointed in the
cases.


SENSATA TECHNOLOGIES: S&P Revises Outlook & Retains 'BB+' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook to
negative on electronic sensors and controls manufacturer Sensata
Technologies B.V. (Sensata).  All ratings, including the 'BB+'
corporate credit rating, remain unchanged.

"The outlook revision reflects our view that both the increase in
leverage and integration risks in absorbing Schrader pose at least
a one-third chance of a ratings downgrade over the next year.
Sensata announced that it had entered an agreement to acquire the
Schrader Group for $1 billion.  Schrader is primarily a
manufacturer of TPMS (approaching two-thirds of sales) mostly for
the light-vehicle automotive end markets and is likely to benefit
from its significant market share.  We expect the company to
finance the acquisition entirely with debt.  At the end of 2014,
the company's debt to EBITDA could be about 4x, considerably
higher than the 3x leverage that we see as the upper bound for the
current rating," S&P said.

Although S&P believes the acquisition should strengthen Sensata's
No. 1 position in the pressure sensor market, it is also cautious
about the risks in integrating Schrader, its largest acquisition
in years.  Schrader should post 2014 revenue of $550 million,
approximately one-quarter of Sensata's revenue.

The acquisition extends the company's presence in the pressure
sensor market.  Moreover, regulatory requirements in Europe and
China are bolstering new demand for tire pressure sensors.  At the
same time, S&P believes the additional $1 billion in debt to fund
the acquisition raises the company's financial risk.  Furthermore,
how smoothly and quickly one company can be integrated into
another remains a concern in any acquisition, let alone a sizeable
one such as this.  S&P also thinks the task of aligning Schrader's
margins with that of Sensata's introduces another element of
uncertainty that warrants the outlook revision.

The rating on Sensata reflects S&P's "significant" financial risk
profile and "satisfactory" business risk profile assessments for
the company.  S&P expects the company to sustain debt to EBITDA in
the 2x-3x range, on average.  S&P considers this appropriate for a
"significant" financial risk profile assessment because of the
potential for high volatility in Sensata's credit metrics, given
the company's significant exposure to the highly cyclical
automotive market.

S&P expects Sensata to maintain its No. 1 market share in most of
its markets.  The company is the sole or primary source for most
of its customers, and S&P believes it is the lowest-cost producer,
which supports its solid operating margin.  Demand for Sensata's
products is increasing at a faster rate than vehicle growth as
sensor content per vehicle rises.  S&P do not believe growth
prospects are as favorable in the controls portion of the
business, but this segment does provide some diversification
benefits to the credit profile, and it is very profitable as well.
The company's global manufacturing footprint helps it maintain its
low-cost production and leading positions.  Sensata has good
geographic diversification, with more than 60% of sales outside
the U.S.


SHOTWELL LANDFILL: Final Hearing on Plan Outline Set for Sept. 15
-----------------------------------------------------------------
The Bankruptcy Court rescheduled until Sept. 15, 2014, at 10:00
a.m., the hearing to consider final approval of the disclosure
statements explaining the competing Chapter 11 plans filed in the
Chapter 11 case of Shotwell Landfill, Inc.

Secured creditor LSCG Fund 18, LLC, on the one hand, and the
Debtor itself, on the other, have filed competing Chapter 11 plans
for the Debtor.

                             LSCG Plan

The LSCG Plan provides for the orderly liquidation of the landfill
and all of the Debtors' property.  The proceeds resulting from
such liquidation will be distributed to creditors with allowed
claims in the order of their respective priorities under the
Bankruptcy Code and other applicable law.  On July 18, 2014, the
Court entered an amended order conditionally approving the LSCG's
disclosure statement, as amended, and directed the Plan proponent
to file a ballot report.

The Bankruptcy Administrator for the Eastern District of North
Carolina objects to the adequacy of information in the Disclosure
Statement, stating that the Plan gives the liquidation trustee and
interested buyers limited time to submit a stalking horse bid.
Equity holders are not permitted to review the terms of the
stalking horse bid prior to its acceptance by the Liquidation
Trustee, the Committee and LSCG.

The Debtor also filed an objection, asserting that Disclosure
Statement dated June 16, 2014, remains misleading.  The Disclosure
Statement provided that the primary means of execution for the
Plan is the auction of the Debtor's property, particularly the
landfill.  On the confirmation date, the Debtor's principals well
as the appointed corporate restructuring officer will be removed
as officers and principals of the Debtor and as operators of the
landfill, and a Liquidation Trustee will be appointed to manage,
market, and liquidate the Debtor's Property.

                        The Debtor's Plan

LSCG, unsurprisingly, is objecting to the Chapter 11 Plan filed by
the Debtor, stating that the Plan is not confirmable because it
fails to comply with Section 1129(a) of the Bankruptcy Code.
Also, LSCG asserts that the Plan is not confirmable pursuant to
Section 1129(b) because the Plan is not fair and equitable, and it
unfairly discriminates against LSCG.

On June 24, the Court entered an amended order conditionally
approving amended Disclosure Statement dated May 16, 2014, filed
by the Debtor, and directed that a ballot report be filed.  On
July 28, the Debtor filed a ballot report, which is available for
free at:
http://bankrupt.com/misc/Shotwell_710_ballotreportDebtor.pdf

                  About Shotwell Landfill, Inc.

Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in Wilson
on April 19, 2013.  Blake P. Barnard, Esq., William P. Janvier,
Esq., and Samantha Y. Moore, Esq., at the Janvier Law Firm, PLLC,
in Raleigh, N.C., represent the Debtor as counsel.  William W.
Pollock, Esq., at Ragsdale Liggett PLLC, in Raleigh, N.C.,
represents the Debtor as special counsel.

The Debtor, in its amended schedules, disclosed $23,235,236 in
assets and $10,049,020 in liabilities.

The Bankruptcy Administrator was unable to appoint an official
committee of unsecured creditors in the Debtor's case.


SIERRA NEGRA: Withdraws Bid for Final Order Closing the Case
------------------------------------------------------------
Sierra Negra Ranch LLC, has withdrawn its motion for entry of a
final decree and order closing its Chapter 11 case; and requested
that the Court vacate the hearing.

The Reorganized Debtor, in its motion, stated that its Third
Amended Plan of Reorganization, as modified, became effective as
of Nov. 26, 2013.

The Debtor is represented by:

         Gerald M. Gordon, Esq.
         Candace C. Clark, Esq.
         GORDON SILVER
         3960 Howard Hughes Pkwy., 9th Floor
         Las Vegas, NV 89169
         Tel: (702) 796-5555
         Fax: (702) 369-2666
         E-mails: ggordon@gordonsilver.com
                  cclark@gordonsilver.com

                   About Sierra Negra Ranch

Las Vegas, Nevada-based Sierra Negra Ranch, LLC, is a limited
liability company organized in November 2004 to purchase an
aggregate of approximately 2,757.5 acres of undeveloped land in
the Tonopah area of incorporated Maricopa County, west of Phoenix,
Arizona.  It filed a bare-bones Chapter 11 petition (Bankr. D.
Nev. Case No. 12-19649) in Las Vegas on Aug. 21, 2012.  Candace C.
Clark, Esq., Gerald M. Gordon, Esq., Kirk D. Homeyer, Esq., and
Mark M. Weisenmiller, Esq., at Gordon Silver, in Las Vegas, Nev.,
represent the Debtor as counsel.

In its amended schedules, the Debtor disclosed $26,197,986 in
total assets and $4,801,931 in total liabilities.  The Debtor is
"Single Asset Real Estate" as defined in 11 U.S.C. Sec 101(51B)
and its asset is located in Maricopa County, Arizona.


SOLAR POWER: Incurs $1.3 Million Net Loss in Second Quarter
-----------------------------------------------------------
Solar Power, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.34 million on $6.32 million of net sales for the three
months ended June 30, 2014, compared to a net loss of $6.83
million on $4.19 million of net sales for the same period a year
ago.

For the six months ended June 30, 2014, the Company reported a net
loss of $2.17 million on $9.94 million of net sales compared to a
net loss of $9.97 million on $5.96 million of net sales for the
same period during the prior year.

As of June 30, 2014, the Company had $72.84 million in total
assets, $56.85 million in total liabilities and $15.99 million in
total stockholders' equity.

Cash and cash equivalents at June 30, 2014, were $5.9 million,
compared with $1.0 million at Dec. 31, 2013.

"During the quarter, we made significant progress in strengthening
SPI as a platform for growth," said Xiaofeng Peng, Chairman of
SPI.  "Following the close of the quarter, we completed the
previously announced private placement of $21.75 million and
entered into a new private placement agreement for an additional
$25.0 million.  Importantly, these placements will dramatically
improve our financial position and balance sheet to support our
ambitious global growth strategy," continued Peng.  "In addition,
we continued to work toward resuming growth of our global pipeline
of solar PV projects, in conjunction with the roll out of our
innovative Yes!(R) Solar solution targeting the high-growth
residential segment," Peng added.  "Finally, we established for
SPI during this quarter a strong foundation for a number of other
important initiatives currently underway which we plan to
capitalize on in the coming quarters."

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

                        http://is.gd/sN37Z2

                         About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

Solar Power reported a net loss of $32.24 million in 2013
following a net loss of $25.42 million in 2012.

Crowe Horwath LLP, in San Francisco, 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 has incurred a current year net loss of $32.2
million, has an accumulated deficit of $56.1 million, has
experienced a significant reduction in working capital, has past
due related party accounts payable and a debt facility under which
a bank has declared amounts immediately due and payable.
Additionally, the Company's parent company LDK Solar Co., Ltd has
experienced significant financial difficulties including the
filing of a winding up petition on Feb. 24, 2014.  These matters
raise substantial doubt about the Company's ability to continue as
a going concern.


STARR PASS: US Trustee Unable to Form Creditor's Committee
----------------------------------------------------------
The U.S. Trustee for Region 14 informed the U.S. Bankruptcy Court
for the District of Arizona that it was unable to appoint
creditors form the Official Committee of Unsecured Creditors for
the Chapter 11 case of Starr Pass Residential LLC because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.

                 About Starr Pass Residential LLC

Starr Pass Residential LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 14-09117) on June 12, 2014.  Christopher
Ansley signed the petition as authorized officer.  Gust Rosenfeld,
P.L.C., serves as the Debtor's counsel.  The Debtor disclosed
total assets of $7.40 million and total liabilities of
$145.86 million.

The bankruptcy case was reassigned to Judge Eileen W. Hollowell
because Judge Brenda Moody Whinery recused herself from hearing
any matter on the Chapter 11 proceeding.


STARR PASS: Opposes Bank's Bid for Case Dismissal
-------------------------------------------------
U.S. Bank N.A., secured creditor and trustee for Credit Suisse,
asks the U.S. Bankruptcy Court for the District of Arizona to
dismiss the Chapter 11 case of Starr Pass Residential LLC on
grounds that the bankruptcy filing is "nothing more than a
litigation tactic."

The bank tells the Court that the Debtor is merely attempting to
interrupt the adjudication of certain disputes being addressed in
pending litigation in the Superior Court for the State of Arizona
in and for the County of Pima regarding the only two assets owned
by the Debtor two parcels of property -- Block 14 and Block B of
Coyote Pass -- related to the J.W. Marriott Starr Pass Resort in
Tucson, Arizona, which parcels are subject to a lender's lien
under a recorded deed of trust.

According to court documents, the bank holds an undisputed lien on
Block 14.  The Debtor scheduled the lien on Block 14 in the total
amount of $145 million.  The bank notes it has not yet filed
proofs of claim.

                        Debtor's Objection

The Debtor argues that the Chapter 11 filing cannot constitute a
bad faith filing because it does not have a subjective bad motive,
it cannot act in bad faith.  The Debtor points out that it is
merely attempting to survive the aggressive efforts of the lender
to recover its collateral from Debtor's affiliate, Starr Pass
Resort Development another defendant in the State Court Action,
after it defaulted on the $145 million loan.

Starr Pass Resort says the Debtor sought relief in a legitimate
and good-faith effort to preserve its assets in hopes of
reemerging from bankruptcy.

Starr Pass Resort retained as counsel:

         Jody A. Corrales, Esq.
         GUST ROSENFELD P.L.C.
         One S. Church Avenue, Suite 1900
         Tucson, Arizona 85701
         Tel: 520.388.4789
         E-mail: jcorrales@gustlaw.com

U.S. Bank N.A. retained as counsels:

         Dean C. Waldt, Esq.
         Brian Schulman, Esq.
         Craig Solomon Ganz, Esq.
         BALLARD SPAHR LLP
         1 East Washington Street, Suite 2300
         Phoenix, Arizona 85004-2555
         Tel: 602.798.5400
         Fax: 602.798.5595
         E-mail: waldtd@ballardspahr.com
                 schulmanb@ballardspahr.com
                 ganzc@ballardspahr.com

                 About Starr Pass Residential LLC

Starr Pass Residential LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 14-09117) on June 12, 2014.  Christopher
Ansley signed the petition as authorized officer.  Gust Rosenfeld,
P.L.C., serves as the Debtor's counsel.  The Debtor disclosed
total assets of $7.40 million and total liabilities of
$145.86 million.

The bankruptcy case was reassigned to Judge Eileen W. Hollowell
because Judge Brenda Moody Whinery recused herself from hearing
any matter on the Chapter 11 proceeding.


TECHPRECISION CORP: Incurs $1.3-Mil. Net Loss in June 30 Quarter
----------------------------------------------------------------
TechPrecision Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.27 million on $6.23 million of net sales for the
three months ended June 30, 2014, compared to a net loss of $1.42
million on $7.09 million of net sales for the same period a year
ago.

As of June 30, 2014, the Company had $17.23 million in total
assets, $14.88 million in total liabilities and $2.34 million in
total stockholders' equity.

At June 30, 2014, TechPrecision had negative working capital of
$3.4 million as compared with negative working capital of $2
million at March 31, 2014.  As of June 30, 2014, the Company had
$0.9 million in cash and cash equivalents compared to $1.1 million
at March 31, 2014.

"TechPrecision continues to take the steps necessary to regain a
stabilized and consistent revenue stream, higher gross margins,
positive cash flow and a return to profitability," commented Len
Anthony, TechPrecision's executive chairman.  "I am encouraged by
the sequential improvement we delivered in revenues compared to
the fiscal fourth quarter of 2014, and we continue to target
higher sales and production volumes to more fully exploit our
capacity at Ranor.  In comparison with last year's first quarter
sales volume, an increase in naval/maritime sales was offset by
lower sales volume with energy and precision industrial customers,
even as our customer base remains committed to sourcing
TechPrecision for its consistently high quality products."

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

                        http://is.gd/8Y64GA

                        About TechPrecision

TechPrecision Corporation (OTC BB: TPCSE), through its wholly
owned subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical
Components Co., Ltd., globally manufactures large-scale, metal
fabricated and machined precision components and equipment.

TechPrecision reported a net loss of $7.09 million on $21.06
million of net sales for the year ended March 31, 2014, as
compared with a net loss of $2.41 million on $32.47 million of net
sales for the year ended March 31, 2013.

KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2013.  The independent auditors noted that
the Company was not in compliance with the fixed charges and
interest coverage financial covenants under their credit facility,
and the Bank has not agreed to waive the non-compliance with the
covenants.  Since the Company is in default, the Bank has the
right to accelerate payment of the debt in full upon 60 days
written notice.  The Company has suffered recurring losses from
operations, and the Company's liquidity may not be sufficient to
meet its debt service requirements as they come due over the next
twelve months.  These circumstances raise substantial doubt about
the Company's ability to continue as a going concern.


TELEXFREE LLC: Mesirow Financial Approved as Trustee's Accountant
-----------------------------------------------------------------
The Bankruptcy Court authorized Stephen B. Darr, Chapter 11
trustee for the estates of Telexfree, LLC, et al., to employ
Mesirow Financial Consulting, LLC as accountant and financial
advisor nunc pro tunc to June 5, 2014.

MFC is expected to perform accounting and financial advisory
services that will be necessary during the cases.  Specifically,
MFC:

   a) assist in identifying and documenting estate property,
including all tangible and intangible assets both domestic and
international;

   b) assist in determining the existence and status of estate
insurance coverage;

   c) assist the trustee in the preparation of financial-related
disclosures required by the Court, including the Debtors'
schedules of assets and liabilities, statements of financial
affairs and monthly operating reports;

The Trustee has agreed to compensate MFC for professional services
rendered at its normal and customary hourly rates except that
MFC's blended rate for each fee application will not exceed
$550 per hour.

The current normal and customary hourly rates for the accounting
and financial advisory services are:

         Level                           Hourly Rates
         -----                           ------------

Senior Managing Director,
Managing Director and Director            $895 - $950

Senior Vice President                     $725 - $795

Vice President                            $625 - $695

Senior Associate                          $495 - $595

Associate                                 $295 - $445

Paraprofessional                          $160 - $250

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

                         About TelexFREE

TelexFREE -- http://www.TelexFREE.com-- is a telecommunications
business that uses multi-level marketing to assist in the
distribution of voice over internet protocol telephone services.
TelexFREE's retail VoIP product, 99TelexFREE, allows for unlimited
international calling to seventy countries for a flat monthly rate
of $49.90.  TelexFREE has over 700,000 associates or promoters
worldwide.

The company believes the sales of the 99TelexFREE product, the
TelexFREE "app," and other new products will ultimately prove
successful and profitable.  The company is struggling, however,
with several factors that required it to seek chapter 11
protection.  First, the Company experienced exponential growth in
revenue between 2012 and 2013 (from de minimus amounts to over
$1 billion), which put tremendous pressure on the Company's
financial, operational and management systems.  Second, although
the company revised its original compensation plan to promoters in
order to address certain questions that were raised regarding such
plan, the company believes that the plans need to be further
revised.  Finally, the trailing liabilities arising from the
original compensation plan are difficult to quantify and have
resulted in substantial asserted liabilities against the company,
a number of which may not be valid.

TelexFREE LLC and two affiliates sought bankruptcy protection
(Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014.

Alvarez & Marsal North America, LLC is serving as restructuring
advisor and Greenberg Traurig, LLP and Gordon Silver are serving
as legal advisors to TelexFREE.  Kurtzman Carson Consultants LLC
serves as claims and noticing agent.

TelexFREE, LLC, estimated $50 million to $100 million in assets
and $100 million to $500 million in liabilities.

TelexFREE is facing accusations of operating a $1 billion-plus
pyramid scheme.

In May, the Court approved the motion by the U.S. Securities &
Exchange Commission to transfer the venue of the Debtors' cases to
the U.S. Bankruptcy Court, District of Massachusetts (Bankr. D.
Mass. Case Nos. 14-40987, 14-40988 and 14-40989).  The Court
entered an order in relation to the venue transfer stating that
the cases remain jointly administered, and KCC will continue to
serve as claims processing agent.

The Debtors had opposed to the motion, stating that while the SEC
contends that the Massachusetts Bankruptcy Court is more
convenient for the SEC, the SEC has failed entirely to meet its
burden to show that the Massachusetts Bankruptcy Court is better
than the Nevada Bankruptcy Court for administration of the Chapter
11 Cases.  The Debtors chose the Nevada Bankruptcy Court because,
inter alia, TelexFREE Nevada, a Nevada entity, is a counter-party
to more than 700,000 contracts governed by Nevada law.

A creditors' committee has not yet been appointed in the Chapter
11 Cases.


TELEXFREE LLC: Murphy & King OK'd as Chapter 11 Trustee's Counsel
-----------------------------------------------------------------
The Bankruptcy Court authorized Stephen B. Darr, the duly
appointed Chapter 11 trustee of the bankruptcy estates of
TelexFree, LLC, et al., to employ Murphy & King, as his counsel.

M&K will assist the trustee carrying out his duties under the
Bankruptcy Code.  Specifically M&K will provide necessary legal
services in connection with his administration of the estates,
without limitation, the following:

   a. consultation with the trustee concerning all matters
relating to the administration of the Debtors' estates;

   b. providing assistance to the Trustee in preparing the
motions, notices, complaints, and any other pleadings and
documents that must be prepared or reviewed by an attorney and
which are necessary to the administration of the cases; and

   c. representing the trustee at all hearings and matters
pertaining to his role as trustee of the Debtors' estates.

The current customary and normal hourly rates for the M&K
personnel are:

         Position                            Hourly Rates
         --------                            ------------
         Partner                             $450 - $635
         Associate                           $200 - $470
         Paraprofessional                       $190

M&K has agreed to provide a public service discount for the
benefit of the Debtors' bankruptcy estates by capping its usual
hourly rates for services rendered by partners of M&K in the
matter at $550 per hour through Dec. 31, 2015.

The Trustee has not provided M&K with a retainer in the matter.

To the best of the Trustee's knowledge, M&K is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy.


TELEXFREE LLC: Stuart A. MacMillan Approved as Interim CEO
----------------------------------------------------------
The Bankruptcy Court authorized Telexfree, LLC, et al., to employ
Stuart A. MacMillan as interim chief executive officer nunc pro
tunc as of the Petition Date.

Mr. MacMillan, a consultant with Impact This Day, Inc., told the
court that he has the authority to make decisions regarding
management and operations of the Debtors and the Debtors'
restructuring process and execute binding agreements on behalf of
the Debtors, and has been performing such duties for the Debtors
since his retention.

For the services of Mr. MacMillan, the Debtors agreed to pay
Mr. MacMillan a monthly, non-refundable fee of $50,000.  In
addition, the Debtors agreed to reimburse Mr. MacMillan for his
reasonable out-of-pocket expenses incurred in connection with the
engagement, including attorney's fees, travel, lodging, meals,
telephone and internet, duplicating, messenger, secretarial and
personal legal fees.

Prior to the Petition Date, the Debtors remitted to Mr. MacMillan
a retainer in the amount of $180,000.

To the best of the Debtors' knowledge, Mr. MacMillan holds no
interest adverse to, the Debtors, their creditors, or any other
party-in-interest.

                         About TelexFREE

TelexFREE -- http://www.TelexFREE.com-- is a telecommunications
business that uses multi-level marketing to assist in the
distribution of voice over internet protocol telephone services.
TelexFREE's retail VoIP product, 99TelexFREE, allows for unlimited
international calling to seventy countries for a flat monthly rate
of $49.90.  TelexFREE has over 700,000 associates or promoters
worldwide.

The company believes the sales of the 99TelexFREE product, the
TelexFREE "app," and other new products will ultimately prove
successful and profitable.  The company is struggling, however,
with several factors that required it to seek chapter 11
protection.  First, the Company experienced exponential growth in
revenue between 2012 and 2013 (from de minimus amounts to over
$1 billion), which put tremendous pressure on the Company's
financial, operational and management systems.  Second, although
the company revised its original compensation plan to promoters in
order to address certain questions that were raised regarding such
plan, the company believes that the plans need to be further
revised.  Finally, the trailing liabilities arising from the
original compensation plan are difficult to quantify and have
resulted in substantial asserted liabilities against the company,
a number of which may not be valid.

TelexFREE LLC and two affiliates sought bankruptcy protection
(Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014.

Alvarez & Marsal North America, LLC is serving as restructuring
advisor and Greenberg Traurig, LLP and Gordon Silver are serving
as legal advisors to TelexFREE.  Kurtzman Carson Consultants LLC
serves as claims and noticing agent.

TelexFREE, LLC, estimated $50 million to $100 million in assets
and $100 million to $500 million in liabilities.

TelexFREE is facing accusations of operating a $1 billion-plus
pyramid scheme.

In May, the Court approved the motion by the U.S. Securities &
Exchange Commission to transfer the venue of the Debtors' cases to
the U.S. Bankruptcy Court, District of Massachusetts (Bankr. D.
Mass. Case Nos. 14-40987, 14-40988 and 14-40989).  The Court
entered an order in relation to the venue transfer stating that
the cases remain jointly administered, and KCC will continue to
serve as claims processing agent.

The Debtors had opposed to the motion, stating that while the SEC
contends that the Massachusetts Bankruptcy Court is more
convenient for the SEC, the SEC has failed entirely to meet its
burden to show that the Massachusetts Bankruptcy Court is better
than the Nevada Bankruptcy Court for administration of the Chapter
11 Cases.  The Debtors chose the Nevada Bankruptcy Court because,
inter alia, TelexFREE Nevada, a Nevada entity, is a counter-party
to more than 700,000 contracts governed by Nevada law.

A creditors' committee has not yet been appointed in the Chapter
11 Cases.


TELEXFREE LLC: Trustee OK'd to Employ KCC as Administrative Agent
-----------------------------------------------------------------
The U.S. Bankruptcy Court authorized Stephen B. Darr, Chapter 11
trustee for the estates of Telexfree, LLC, et al., to employ
Kurtzman Carson Consultants, LLC, as administrative agent, on a
modified rate structure that will provide the Debtor with $1
million in savings.

KCC was initially employed by the Debtors to serve as claims and
noticing agent prior to the appointment of the trustee.  The Court
approved the application on May 30.

The Trustee said that he elected to employ KCC on terms and
conditions substantially more favorable to the estates than the
terms and conditions in KCC's initial engagement agreement.

In this relation, the Trustee reviewed the objections previously
filed by the U.S. Trustee to KCC's retention, in particular
regarding the reasonableness of the fees and expenses sought to be
charged, and has solicited proposals from multiple claims and
noticing agents, including Epiq Bankruptcy Solutions LLC, Rust
Consulting/Omni Bankruptcy, KCC and BMC Group Inc.   After
receiving the proposals, the Trustee conferred further with
prospective applicants to further refine and improve their
proposals.

The Trustee received a modified proposal from KCC.  The adjustment
to the prior rates structure is substantial and is expected to
result in savings that may equal or exceed $1,000,000.  Among the
significant modifications are:

   1. KCC has modified its date storage charges from $.10 per
creditor per month to $.05 per creditor per month; however, the
charges are now capped at an aggregate amount of $28,380 for the
life of the cases.  This modification alone may result in savings
in excess of $1,000,000 depending upon the number of claimants in
the cases;

   2. Hourly consulting charges were reduced by approximately 10
percent to 20 percent;

   3. Electronic imaging charges were deleted and online claims
processing charges were substantially reduced; and

   4. KCC will waive any charges for the use of the virtual data
room.

Further, KCC has agreed to make the rate modifications retroactive
to the Petition Date.

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

                         About TelexFREE

TelexFREE -- http://www.TelexFREE.com-- is a telecommunications
business that uses multi-level marketing to assist in the
distribution of voice over internet protocol telephone services.
TelexFREE's retail VoIP product, 99TelexFREE, allows for unlimited
international calling to seventy countries for a flat monthly rate
of $49.90.  TelexFREE has over 700,000 associates or promoters
worldwide.

The company believes the sales of the 99TelexFREE product, the
TelexFREE "app," and other new products will ultimately prove
successful and profitable.  The company is struggling, however,
with several factors that required it to seek chapter 11
protection.  First, the Company experienced exponential growth in
revenue between 2012 and 2013 (from de minimus amounts to over
$1 billion), which put tremendous pressure on the Company's
financial, operational and management systems.  Second, although
the company revised its original compensation plan to promoters in
order to address certain questions that were raised regarding such
plan, the company believes that the plans need to be further
revised.  Finally, the trailing liabilities arising from the
original compensation plan are difficult to quantify and have
resulted in substantial asserted liabilities against the company,
a number of which may not be valid.

TelexFREE LLC and two affiliates sought bankruptcy protection
(Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014.

Alvarez & Marsal North America, LLC is serving as restructuring
advisor and Greenberg Traurig, LLP and Gordon Silver are serving
as legal advisors to TelexFREE.  Kurtzman Carson Consultants LLC
serves as claims and noticing agent.

TelexFREE, LLC, estimated $50 million to $100 million in assets
and $100 million to $500 million in liabilities.

TelexFREE is facing accusations of operating a $1 billion-plus
pyramid scheme.

In May, the Court approved the motion by the U.S. Securities &
Exchange Commission to transfer the venue of the Debtors' cases to
the U.S. Bankruptcy Court, District of Massachusetts (Bankr. D.
Mass. Case Nos. 14-40987, 14-40988 and 14-40989).  The Court
entered an order in relation to the venue transfer stating that
the cases remain jointly administered, and KCC will continue to
serve as claims processing agent.

The Debtors had opposed to the motion, stating that while the SEC
contends that the Massachusetts Bankruptcy Court is more
convenient for the SEC, the SEC has failed entirely to meet its
burden to show that the Massachusetts Bankruptcy Court is better
than the Nevada Bankruptcy Court for administration of the Chapter
11 Cases.  The Debtors chose the Nevada Bankruptcy Court because,
inter alia, TelexFREE Nevada, a Nevada entity, is a counter-party
to more than 700,000 contracts governed by Nevada law.

A creditors' committee has not yet been appointed in the Chapter
11 Cases.


TELEXFREE LLC: William Runge III OK'd Chief Restructuring Advisor
-----------------------------------------------------------------
The Bankruptcy Court authorized Telexfree, LLC, et al., to employ
Alvarez & Marsal North America, LLC, together with employees of
its affiliates to serve as financial advisors, including the
retention of William H. Runge III as chief restructuring advisor.

A&M will provide consulting services to the Debtors at the
direction of the Debtors' interim chief executive officer in
connection with its efforts in seeking to improve the Company's
financial and operating performance, reporting directly to the
responsible officer.  In addition, A&M will provide assistance to
the Debtors with respect to management of the overall
restructuring process, the development of ongoing business and
financial plans and supporting restructuring negotiations among
the Debtors, their advisors and their creditors with respect to an
overall exit strategy for their cases.

The hourly rates of A&M professionals are:

         Managing Director            $700 - $925
         Director                     $500 - $725
         Associate/Consultant         $375 - $525
         Analyst                      $325 - $375

A&M received $1,000,000 on April 11, as a retainer in connection
with preparing for and conducting the filing of the Chapter 11
cases.  The unapplied residual retainer, which is estimated to
total approximately $898,000, will not be segregated by A&M in a
separate account, and will be held until the end of the cases and
applied to A&M's finally approved fees in the proceedings.

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

                             Bar Date

In a separate order, the Bankruptcy Court established Aug. 1, 2014
as the deadline for any professional to file final applications
for compensation or Chapter 11 administrative expense claims for
services rendered and expenses incurred from the commencement of
the Debtors cases.

On July 2, Stephen B. Darr, the duly appointed Chapter 11 trustee
for the Debtor said that the establishment of the professional fee
bar date is necessary to the trustee's administration of the
estates.  According to the retention pleadings filed with the
Court, the professionals received retainers from the Debtors
aggregating approximately $6,000,000.  Each of Gordon Silver,
Greenburg Traurig, and A&M are required, pursuant to the terms of
their retention, to file applications with the Bankruptcy for the
allowance of compensation and reimbursement of expenses.  The
Debtors were authorized to pay KCC and Mr. MacMillan on a monthly
basis without further order of the Court.

The Debtors are represented by:

         Joseph P. Davis III, Esq.
         GREENBERG TRAURIG, LLP
         One International Place
         Boston, MA 02110
         Tel: (617) 310-6000
         Fax: (617) 310-6001
         E-mail: davisjo@gtlaw.com

                         About TelexFREE

TelexFREE -- http://www.TelexFREE.com-- is a telecommunications
business that uses multi-level marketing to assist in the
distribution of voice over internet protocol telephone services.
TelexFREE's retail VoIP product, 99TelexFREE, allows for unlimited
international calling to seventy countries for a flat monthly rate
of $49.90.  TelexFREE has over 700,000 associates or promoters
worldwide.

The company believes the sales of the 99TelexFREE product, the
TelexFREE "app," and other new products will ultimately prove
successful and profitable.  The company is struggling, however,
with several factors that required it to seek chapter 11
protection.  First, the Company experienced exponential growth in
revenue between 2012 and 2013 (from de minimus amounts to over
$1 billion), which put tremendous pressure on the Company's
financial, operational and management systems.  Second, although
the company revised its original compensation plan to promoters in
order to address certain questions that were raised regarding such
plan, the company believes that the plans need to be further
revised.  Finally, the trailing liabilities arising from the
original compensation plan are difficult to quantify and have
resulted in substantial asserted liabilities against the company,
a number of which may not be valid.

TelexFREE LLC and two affiliates sought bankruptcy protection
(Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014.

Alvarez & Marsal North America, LLC is serving as restructuring
advisor and Greenberg Traurig, LLP and Gordon Silver are serving
as legal advisors to TelexFREE.  Kurtzman Carson Consultants LLC
serves as claims and noticing agent.

TelexFREE, LLC, estimated $50 million to $100 million in assets
and $100 million to $500 million in liabilities.

TelexFREE is facing accusations of operating a $1 billion-plus
pyramid scheme.

In May, the Court approved the motion by the U.S. Securities &
Exchange Commission to transfer the venue of the Debtors' cases to
the U.S. Bankruptcy Court, District of Massachusetts (Bankr. D.
Mass. Case Nos. 14-40987, 14-40988 and 14-40989).  The Court
entered an order in relation to the venue transfer stating that
the cases remain jointly administered, and KCC will continue to
serve as claims processing agent.

The Debtors had opposed to the motion, stating that while the SEC
contends that the Massachusetts Bankruptcy Court is more
convenient for the SEC, the SEC has failed entirely to meet its
burden to show that the Massachusetts Bankruptcy Court is better
than the Nevada Bankruptcy Court for administration of the Chapter
11 Cases.  The Debtors chose the Nevada Bankruptcy Court because,
inter alia, TelexFREE Nevada, a Nevada entity, is a counter-party
to more than 700,000 contracts governed by Nevada law.

A creditors' committee has not yet been appointed in the Chapter
11 Cases.


TENET HEALTHCARE: 9.25% Senior Notes Delisted From NYSE
-------------------------------------------------------
The New York Stock Exchange LLC filed a Form 25 with the U.S.
Securities and Exchange Commission to remove from listing or
registration the 9.25% senior notes due Feb. 1, 2015, of Tenet
Healthcare Corp.

                             About Tenet

Tenet Healthcare Corporation is a national, diversified healthcare
services company with more than 105,000 employees united around a
common mission: to help people live happier, healthier lives.  The
company operates 80 hospitals, more than 190 outpatient centers,
six health plans and Conifer Health Solutions, a leading provider
of healthcare business process services in the areas of revenue
cycle management, value based care and patient communications.
For more information, please visit www.tenethealth.com.

Tenet reported a net loss of $104 million in 2013 following net
income of $133 million in 2012.

As of June 30, 2014, the Company had $16.90 billion in total
assets, $15.75 billion in total liabilities, $277 million in
redeemable noncontrolling interests in equity of consolidated
subsidiaries and $873 million in total equity.

                             *    *    *

Tenet carries a 'B' IDR from Fitch Ratings, B corporate credit
rating from Standard & Poor's Ratings Services and B1 Corporate
Family Rating from Moody's Investors Service.


THELEN LLP: Unfinished-Business Suit Finished Off by 2nd Circuit
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Circuit Court of Appeals in Manhattan upheld
the dismissal of a lawsuit brought against Seyfath Shaw LLP by the
trustee for the defunct firm Thelen LLP.

According to the report, the Circuit Court upheld the dismissal of
the lawsuit following the state high court's July 1 opinion saying
there's no property in hourly unfinished business because it's
"too contingent in nature and speculative to create a present or
future property interest."

The Thelen opinion in federal court is Geron v. Seyfarth Shaw LLP
(In re Thelen LLP), 12-4138, U.S. Court of Appeals for the Second
Circuit (Manhattan).

                        About Thelen LLP

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bi-coastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.

In October 2008, Thelen's remaining partners voted to dissolve the
firm.  As reported by the Troubled Company Reporter on Sept. 22,
2009, Thelen LLP filed for Chapter 7 protection.  The filing was
expected due to the timing of a writ of attachment filed by one of
Thelen's landlords, entitling the landlord to $25 million of the
Company's assets.  The landlord won approval for that writ in June
2009, but Thelen could void the writ by filing for bankruptcy
within 90 days of that court ruling.  Thelen, according to AM Law
Daily, has repaid most of its debt to its lending banks.


THOMAS M. COOLEY: S&P Lowers ICR to BB+ on Restructuring Efforts
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
rating (ICR) to 'BB+' from 'BBB-' on Thomas M. Cooley Law School,
Mich.  In addition, S&P assigned its 'BB+' long-term rating to the
Michigan Finance Authority's series 2014 limited obligation
revenue bonds issued on behalf of the law school.  The outlook is
negative.

"The 'BB+' ratings reflect our view of Cooley's financial
restructuring efforts and plans to refinance its currently
variable-rate debt to fixed rate and to terminate its swap
agreements," said Standard & Poor's credit analyst Ashley
Ramchandani.  "While we believe the school's efforts will be
favorable in the longer term, we anticipate that the school's
plans to issue an additional $17 million in new money to terminate
its swap agreements, to establish a debt service reserve fund, and
to cover bond issuance costs will further weaken financial
resources that have, in our view, historically been just
adequate," added Ms. Ramchandani.

It is S&P's opinion that the school will continue to experience
significant operating pressure during the next few years as it
navigates enrollment challenges, as are all law schools
nationally.  S&P understands that in anticipation of ongoing
operating challenges, management has implemented significant cost-
containment measures.  Also contributing to the downgrade is
management's report that it anticipates a significant,
approximately $20 million operating deficit on a full-accrual
basis in fiscal 2014 as a result of these measures; S&P notes that
this is a significantly higher deficit than anticipated at the
time of S&P's review in May due to one-time restructuring costs;
however, S&P understands that the school expects to save $80
million over the course of the next four fiscal years through the
restructuring efforts which, in S&P's view, will improve the
school's operations for the longer term.


THERMOENERGY CORP: Delays Form 10-Q Over Limited Staff
------------------------------------------------------
ThermoEnergy Corporation's quarterly report on Form 10-Q for the
period ended June 30, 2014, was not filed within the prescribed
time period because the Company reduced its staffing to essential
operating employees on or about May 30, 2014, the Company
disclosed in a regulatory filing with the U.S. Securities and
Exchange Commission.

As a result of the cost containment measure, the Company said it
does not have sufficient staff resources to prepare and review the
financial statements required to be included in its Form 10-Q.
The Company does not know when it will be able to file its Form
10-Q and does not anticipate filing in a timely manner any
subsequent periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 for the foreseeable future.

                   About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

As reported by the TCR on July 15, 2013, the Audit Committee of
ThermoEnergy Corporation's Board of Directors voted to dismiss
Grant Thornton LLP as the Company's independent registered public
accounting firm and, on the same day, engaged Moody, Famiglietti &
Andronico, LLP, as the Company's new independent registered public
accounting firm.  The dismissal was not a result of any
disagreement with the former accounting firm.

ThermoEnergy incurred a net loss of $1.61 million on $2.81 million
of revenue for the year ended Dec. 31, 2013, as compared with a
net loss of $7.38 million on $6.97 million of revenue in 2012.

The Company's balance sheet at March 31, 2014, showed $3.12
million in total assets, $9.57 million in total liabilities, $8.97
million in series C convertible redeemable preferred stock and a
$15.42 million total stockholders' deficiency.

Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts,
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 significant
operating losses raise substantial doubt about its ability to
continue as a going concern


TRANS-LUX CORP: Gabelli Funds Hold 24.7% Equity Stake
-----------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Gabelli Funds, LLC, and its affiliates
disclosed that as of Aug. 14, 2014, they beneficially owned
404,180 shares of common stock of Trans-Lux Corporation
representing 24.73 percent of the shares outstanding.  A copy of
the regulatory filing is available at http://is.gd/6ccXtw

                   About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

Trans-Lux Corporation reported a net loss of $1.86 million on
$20.90 million of total revenues for the year ended Dec. 31, 2013,
as compared with a net loss of $1.36 million on $23.02 million of
total revenues in 2012.  As of March 31, 2014, the Company had
$18.48 million in total assets, $17.24 million in total
liabilities and $1.23 million in total stockholders' equity.

BDO USA, LLP, in Melville, NY, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a significant working capital deficiency that raise substantial
doubt about its ability to continue as a going concern.  Further,
the Company is in default of the indenture agreements governing
its outstanding 9 1/2 Subordinated debentures which was due in
2012 and its 8 1/4 percent Limited convertible senior subordinated
notes which was due in 2012 so that the trustees or holders of 25
percent of the outstanding Debentures and Notes have the right to
demand payment immediately.  Additionally, the Company has a
significant amount due to their pension plan over the next 12
months.


TRAVELPORT WORLDWIDE: Plans to Raise $100MM From Public Offering
----------------------------------------------------------------
Travelport Worldwide Limited disclosed with the U.S. Securities
and Exchange Commission that it is proposing to sell an aggregate
of $100 million worth of shares of common stock.

This is the Company's initial public offering and no public market
currently exists for its common shares.  The Company anticipates
that the initial public offering price will be between $[_____]
and $[_____] per share.

The Company expects to apply to list its common shares on the New
York Stock Exchange under the symbol TVPT.

The underwriters of the offering are:

    * Morgan Stanley & Co. LLC

    * UBS Securities LLC

    * Credit Suisse Securities (USA) LLC

    * Deutsche Bank Securities Inc.

    * Cowen and Company, LLC

    * Evercore Group L.L.C.

    * Jefferies LLC

    * Sanford C. Bernstein & Co., LLC

    * William Blair & Company, L.L.C.

A copy of the amended preliminary Form S-1 prospectus is available
for free at http://is.gd/Ak9jDx

                      About Travelport Worldwide

Travelport Worldwide Limited is a travel commerce platform
providing distribution, technology, payment and other solutions
for the global travel and tourism industry.

                           *     *     *

As reported by the TCR on Aug. 6, 2014, Standard & Poor's Ratings
Services assigned its 'CCC+' long-term corporate credit rating to
U.S.-based travel services provider Travelport Worldwide Ltd.
(Travelport) and its new wholly owned financing entity, Travelport
Finance (Luxembourg) S.a.r.l. (Travelport Finance).


TRISTAR WELLNESS: Incurs $1.9 Million Net Loss in Second Quarter
----------------------------------------------------------------
Tristar Wellness Solutions, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $1.93 million on $1.22 million of sales
revenue for the three months ended June 30, 2014, compared to a
net loss of $1.69 million on $1.28 million of sales revenue for
the same period a year ago.

For the six months ended June 30, 2014, the Company reported a net
loss of $5.50 million on $2.52 million of sales revenue compared
to a net loss of $3.87 million on $1.29 million of sales revenue
for the same period during the prior year.

The Company's balance sheet at June 30, 2014, showed $5.11 million
in total assets, $13.34 million in total liabilities and a $8.23
million total stockholders' deficit.

During the six months ended June 30, 2014 and 2013, because of the
Company's operating losses, the Company did not generate positive
operating cash flows.  The Company's cash and cash equivalents as
of June 30, 2014, was $85,000.

"Due to our monthly cash burn rate we have significant short term
cash needs.  These needs are being satisfied through proceeds from
the sales of our securities and the issuance of convertible notes.
We currently do not believe we will be able to satisfy our cash
needs from our revenues for some time," the Company said in the
Report.

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

                         http://is.gd/npu2zh

TriStar Wellness Solutions, Inc., offers products and technologies
in the areas of wound care, women's health and therapeutic skin
care.  The Company is based in Westport, Connecticut.


UNI-PIXEL INC: Shareholders Elected 8 Directors
-----------------------------------------------
Uni-Pixel, Inc., held its 2014 annual meeting of shareholders on
Aug. 19, 2014, at which the shareholders:

   (1) elected Jeff A. Hawthorne, Bernard T. Marren, Carl J.
       Yankowski, Bruce I. Berkoff, Ross A. Young, William Wayne
       Patterson, Anthony J. LeVecchio and Malcolm J. Thompson to
       the Board of Directors;

   (2) approved, on an advisory basis, the compensation of the
       Company's named executive officers; and

   (3) ratified the appointment of PMB Helin Donovan as the
       Company's independent registered public accounting firm for
       the year ending Dec. 31, 2014.

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel reported a net loss of $15.18 million in 2013, a net
loss of $9.01 million in 2012 and a net loss of $8.56 million in
2011.

As of June 30, 2014, the Company had $44.40 million in total
assets, $5.60 million in total liabilities and $38.80 million in
total shareholder's equity.


UNITED AMERICAN: CEO Affiliate Buys $753,000 Fifth Third Debt
-------------------------------------------------------------
Tonaquint, Inc., as Buyer, entered into a Non-Recourse Loan Sale
Agreement with Fifth Third Bank, an Ohio banking corporation, as
successor by merger to Fifth Third Bank, a Michigan banking
corporation, according to United American Healthcare Corporation's
regulatory filing with the U.S. Securities and Exchange
Commission.

Tonaquint is an affiliate of John Fife, CEO, president, and
Chairman of the Board of Directors of United American Healthcare.
Pursuant to the terms of the Non-Recourse Loan Sale Agreement, the
Buyer purchased the debt that the United American owes to Fifth
Third for approximately $753,000.

A copy of the Non-Recourse Loan Sale Agreement, dated August 15,
2014, is available for free at http://is.gd/MIwOZG

                       About United American

Chicago-based United American Healthcare, through its wholly owned
subsidiary Pulse Systems, LLC, provides contract manufacturing
services to the medical device industry, with a focus on precision
laser-cutting capabilities and the processing of thin-wall tubular
metal components, sub-assemblies and implants, primarily in the
cardiovascular market.

The Company disclosed a net loss of $769,000 on $3.23 million of
contract manufacturing revenue for the six months ended Dec. 31,
2013, as compared with net income of $82,000 on $3.83 million of
contract manufacturing revenue for the same period in 2012.

Bravos & Associates, CPA's, in Bloomingdale, Illinois, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company's liabilities and working capital
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at March 31, 2014, showed $14.95
million in total assets, $13.11 million in total liabilities and
$1.84 million in total shareholders' equity.


UNIVERSAL SOLAR: Incurs $202,000 Net Loss in Second Quarter
-----------------------------------------------------------
Universal Solar Technology, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $202,125 on $17,326 of sales for the
three months ended June 30, 2014, compared to a net loss of
$257,377 on $0 of sales for the same period a year ago.

For the six months ended June 30, 2014, the Company reported a net
loss of $418,098 on $460,871 of sales compared to a net loss of
$1.07 million on $0 of sales for the same period during the prior
year.

The Company's balance sheet at June 30, 2014, showed $4.85 million
in total assets, $15.77 million in total liabilities and a $10.91
million total stockholders' deficiency.

Cash and cash equivalents were $12,250 at the beginning of the
fiscal year 2014 and decreased to $2,440 at the end of the first
half of 2014.

"As of June 30, 2014, the Company had negative working capital of
$560,225 and a stockholders' deficiency of $10,919,447 and has
accumulated deficit of $11,594,004 since inception.  These
factors, among others, raise substantial doubt as to the Company's
ability to continue as a going concern," the Company stated in the
Report.

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

                       http://is.gd/XebUMn

                      About Universal Solar

Headquartered in Zhuhai City, Guangdong Province, in the People's
Republic of China, Universal Solar Technology, Inc., was
incorporated in the State of Nevada on July 24, 2007.  It operates
through its wholly owned subsidiary, Kuong U Science & Technology
(Group) Ltd., a company incorporated in Macau, the People's
Republic of China on May 10, 2007, and its subsidiary, Nanyang
Universal Solar Technology Co., Ltd., a wholly foreign owned
enterprise registered on Sept. 8, 2008 under the wholly foreign-
owned enterprises laws of the PRC.

The Company primarily manufactures, markets and sells silicon
wafers to manufacturers of solar cells.  In addition, the Company
manufactures photovoltaic modules with solar cells purchased from
third parties.

Universal Solar reported a net loss of $1.28 million in 2013
following a net loss of $5.66 million in 2012.

Paritz & Company, P.A., in Hackensack, 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 had not generated cash from its operation, had a
stockholders' deficiency of $ 10,663,106 and had incurred net loss
of $ 11,175,906 since inception.  These circumstances, among
others, raise substantial doubt about the Company's ability to
continue as a going concern.


US RENAL CARE: S&P Revises Outlook to Stable & Affirms 'B' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Plano,
Texas-based dialysis services provider U.S. Renal Care Inc. (USRC)
to stable from negative.  In addition, S&P affirmed its 'B'
corporate credit rating on the company.

At the same time, S&P affirmed its 'B' issue-level rating on the
company's first-lien debt and 'CCC+' on the second-lien debt.  The
'3' and '6' recovery ratings, respectively, remain unchanged.

"The ratings on USRC reflect its narrow business focus and
reimbursement risk," said credit analyst David Peknay.  "The
company provides kidney dialysis services.  The ratings also
reflect the company's financial risk profile, with leverage
(adjusted debt to EBITDAR less net income attributable to non-
controlling interests) expected to remain above 6x over the next
year."

S&P's stable rating outlook reflects its expectation that low-
single-digit revenue growth and modest improvement in EBITDA
margins, driven by the opening of de novo clinics and successfully
integrating future acquisitions, will support the generation of
moderate free operating cash flow over the next two years.

Downside Scenario

S&P could lower its rating if the company fails to generate enough
cash flow to meet its operating and capital needs.  S&P believes
this could occur with an EBITDA decline of about $25 million.
Events that could contribute to such a decline may include
reimbursement cuts from commercial payers and difficulties
managing costs.  Given recent clarity on Medicare reimbursement,
S&P do not expect adverse reimbursement changes over the next few
years.

Upside Scenario

S&P could raise its ratings if USRC steadily deleverages through
EBITDA growth to achieve sustained adjusted leverage at or below
5x.  This would correspond to an approximate 50% increase in
EBITDA generation from out 2014 estimates, which S&P views as
unlikely.  Given the presence of a financial sponsor and in light
of its recent debt-financed one-time dividend to shareholders, S&P
believes a reduction in leverage would likely be an opportunity to
releverage the company to benefit shareholders.


VERITEQ CORP: Revises 2013 Annual Report for Accounting Error
-------------------------------------------------------------
Veriteq Corporation had amended its annual report on Form 10-K for
the year ended Dec. 31, 2013, to correct certain information.

In connection with the preparation of the Company's quarterly
report on Form 10-Q for the period ended June 30, 2014, the
Company identified an error relating to the accounting for a
financing transaction in November 2013 which included notes in the
principal amount of $1,816,667.  The notes are convertible into
shares of the Company's common stock at an initial exercise price
of $0.75 per share.  The notes provided for the initial conversion
price to be reset to lower amounts in the event the Company issues
its common stock or is deemed to have issued its common stock at a
price below the conversion price in effect at that time.  This
provision results in what is referred to as an embedded derivative
and should have been bifurcated and a liability recorded for the
embedded derivative at fair value upon the issuance of the notes
and on Dec. 31, 2013, in the Original Report.

The Company said this oversight resulted in an understatement of
the derivative liability of $3.1 million at Dec. 31, 2013.
Accordingly, the Company is restating its previously filed
financial statements to reflect the fair value of this embedded
derivative liability as a non-cash current liability on the
Company's consolidated balance Sheet at Dec. 31, 2013, and to
reflect the initial fair value and change in the fair value
through Dec. 31, 2013, in the Company's Consolidated Statement of
Operations, Consolidated Statement of Comprehensive Losses,
Consolidated Statement of Changes in Stockholders' Deficit and
Consolidated Statement of Cash Flows for the year ended Dec. 31,
2013 and from Dec. 14, 2011 (inception date) to Dec. 31, 2013.
The Company is also restating certain unaudited pro forma results
related to a business combination for the year ended Dec. 31,
2013.  The correction of the error did not impact any assets.

The Company previously reported total liabilities of $19.22
million and total stockholders' deficit of $11.01 million at
Dec. 31, 2013.  As restated, the Company's total liabilities at
Dec. 31, 2013, was $22.35 million and total stockholders' deficit
was $14.13 million.

For the year ended Dec. 31, 2013, the Company previously reported
a net loss of $15.07 million.  As restated, the Company's net loss
for 2013 was $18.20 million.

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

                         http://is.gd/RRtxwu

                            About VeriTeQ

VeriTeQ Corporation (formerly known as Digital Angel Corporation)
-- http://www.veriteqcorp.com/-- 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.

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.


VERTICAL COMPUTER: Incurs $187,000 Net Loss in Second Quarter
-------------------------------------------------------------
Vertical Computer Systems, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting a net loss available to common stockholders of $187,265
on $2.94 million of total revenues for the three months ended
June 30, 2014, compared to a net loss available to common
stockholders of $226,330 on $1.45 million of total revenues for
the same period in 2013.

For the six months ended June 30, 2014, the Company reported a net
loss available to common stockholders of $737,522 on $5.04 million
of total revenues compared to a net loss available to common
stockholders of $657,828 on $2.79 million of total revenues for
the same period in 2013.

The Company's balance sheet at June 30, 2014, showed $1.17 million
in total assets, $16.80 million in total liabilities and a $9.90
million in convertible cumulative preferred stock and a $25.52
million total stockholders' deficit.

As of June 30, 2014, the Company had negative working capital of
approximately $15 million and defaulted on several of its debt
obligations.

"Our management is continuing its efforts to attempt to secure
funds through equity and/or debt instruments for our operations,
expansion and possible acquisitions, mergers, joint ventures,
and/or other business combinations.  The Company will require
additional funds to pay down its liabilities, as well as finance
its expansion plans consistent with anticipated changes in
operations and infrastructure.  However, there can be no assurance
that the Company will be able to secure additional funds and that
if such funds are available, whether the terms or conditions would
be acceptable to the Company and whether the Company will be able
to turn into a profitable position and generate positive operating
cash flow.  The consolidated financial statements contain no
adjustment for the outcome of this uncertainty," the Company
stated in the Report.

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

                         http://is.gd/rRqaCY

                       About Vertical Computer

Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.

Vertical Computer reported a net loss applicable to common
stockholders of $3.08 million in 2013 following a net loss
applicable to common stockholders of $2.07 million in 2012.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company suffered net losses and has a working capital deficiency,
which raises substantial doubt about its ability to continue as a
going concern.


WAFERGEN BIO-SYSTEMS: Appoints COO and CFO
------------------------------------------
WaferGen Bio-systems, Inc., has appointed two seasoned executives
to its senior management team, Keith Warner as chief operating
officer and Michael Henighan as chief financial officer.

The Henighan Employment Agreement has an initial term expiring on
Aug. 25, 2017, with automatic one-year renewals and provides for
an annual base salary of $220,000.  Mr. Henighan will have an
annual bonus opportunity equal to 30% of his current base salary.

The Warner Employment Agreement has an initial term expiring on
Aug. 14, 2017, with automatic one-year renewals and provides for
an annual base salary of $310,000.  Mr. Warner will have an annual
bonus opportunity equal to 40% of his current base salary.

"We are very excited about Keith and Mike joining WaferGen.  Their
experience and proven track records will be great additions to the
Company, and they significantly increase the depth and breadth of
our management team as we continue to grow WaferGen's business in
offering Next-Gen Sequencing solutions in clinical research,
testing and diagnostics," said Ivan Trifunovich, president and
chief executive officer of WaferGen.

According to the Company, Keith Warner is a seasoned executive in
the life science and diagnostic industry.  He has created
significant value for investors by assembling high-performing
organizations and combining them with targeted asset building
strategies.  Prior to joining WaferGen, Mr. Warner served as a
consultant to several life science investment firms since 2009 and
was instrumental in assessing new technologies and building early
stage companies toward successful M&A transactions.  As a senior
executive, Mr. Warner has served in leadership roles in both
commercial and general management at such firms as Novartis/Chiron
as vice president, Worldwide Marketing, and as chief executive
officer of Biodesix, an early stage technology firm focused on
personalizing cancer therapies through advanced detection
solutions.  Earlier in his career, Mr. Warner held numerous
positions of increasing responsibility in manufacturing, sales and
marketing and management at Abbott Diagnostics.  Mr. Warner
received his undergraduate in microbiology from Kansas State
University and his MBA from Pepperdine University.

The Company said Michael Henighan is an experienced financial
executive, having spent approximately 20 years in the healthcare
industry.  Prior to joining WaferGen, Mr. Henighan was a founder
and chief financial officer of Aplegen, Inc. since early 2011.
From 1997 to 2011, Mr. Henighan served as chief financial officer
or corporate controller at three publicly-traded healthcare
companies including Alpha Innotech, Inc., HemoSense, Inc., and
Cholestech Corp.  Prior to 1997, he also held senior management
positions with Solectron, Applied Biosystems, and Motorola.  Mr.
Henighan earned his BS in Accounting from California State
University, Los Angeles.

Pursuant to their employment agreements with WaferGen, and in
connection with the closing of the offering described in the
Registration Statement on Form S-1 filed by the Company with the
Securities and Exchange Commission on May 28, 2014, Mr. Warner and
Mr. Henighan are  entitled to receive inducement options to
purchase shares of the Company's common stock equal to 1.25% and
0.50%, respectively, of the Company's then outstanding common
stock (calculated on an as-converted basis taking into account any
outstanding convertible preferred stock on such date), provided
such offering yields gross proceeds in an amount equal to or
greater than $15 million, or equal to or greater $20 million, in
the case of Mr. Warner's and Mr. Henighan's agreements,
respectively.  The options will have an exercise price equal to
the closing market price on the grant date and vest over a period
of three years.  One-third of the shares subject to the options
vest on the first anniversary of the grant date, and the remaining
two-thirds of the shares subject to the options vest in eight
equal quarterly installments in years two and three following the
grant date, subject to executive's continued employment with the
Company through each vesting date.

Additional information is available for free at:

                          http://is.gd/uUH9Y0

                       About WaferGen Bio-systems

Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research.  Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.

WaferGen reported a net loss attributable to common stockholders
of $17.71 million in 2013, following a net loss attributable to
common stockholders of $8.97 million in 2012.

SingerLewak LLP, in San Jose, California, issued a "going concern"
qualification on the consoliated financial statements for the year
ended Dec. 31, 2013.  The independent auditors noted that the
Company has incurred operating losses and negative cash flows from
operating activities since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


WATERSCAPE RESORT: Pavarini Must Comply With Construction Deal
--------------------------------------------------------------
Waterscape Resort LLC moved to discharge certain mechanics liens
filed against its property and for related relief.  The motion is
opposed by Pavarini McGovern, LLC, Waterscape's general
contractor, and one of Pavarini's subcontractors, John Civetta &
Sons, Inc.

Bankruptcy Judge Stuart M. Bernstein, in an August 15, 2014
Memorandum Decision available at http://is.gd/olJ3Jdfrom
Leagle.com, denied the motion to discharge the liens as a matter
of law, but directed Pavarini to specifically perform its
obligations under the parties' contract.

Waterscape in 2007 entered into a Construction Management
Agreement with Pavarini as the Construction Manager to build a 45-
story hotel and condominium building on its property.  Pavarini
hired subcontractors to do the actual work.

Following Waterscape's bankruptcy filing, Pavarini filed a proof
of secured claim in the amount of $10,833,132.59, plus interest,
which corresponded to its filed mechanics lien. This sum included
the amounts that Pavarini owed to the subcontractors it had hired.
Many of the subcontractors also filed their own mechanics liens.
As a result, approximately $20 million in mechanics liens were
filed against Waterscape's property although roughly half that
amount, at most, was actually owed.

Waterscape confirmed the Debtor's Second Amended Plan of
Reorganization on July 21, 2011.  The Plan placed the Pavarini and
subcontractors' overlapping mechanics liens and trust fund claims
under Article 3-A of the New York Lien Law in Class 3, and
Waterscape and its secured lender agreed to carve out $11 million
from the hotel sale proceeds to fund an $11 million Trust Fund
Account to pay the Class 3 claims.

Pavarini's mechanics lien was deemed released and discharged upon
the funding of the Trust Fund Account, but the Plan did not affect
the subcontractors' mechanics liens.

Each Class 3 claim was deemed to be disputed. Many actions
involving Waterscape, Pavarini and the subcontractors were already
pending before the state court and the Dispute Resolution Board,
and the intent of the Plan was to allow Pavarini and the
subcontractors to continue to liquidate the allowed amounts of
their claims in the non-bankruptcy fora. Once a claim was
liquidated pursuant to a settlement or "Final Order," the claim
became an allowed claim subject to payment from the Trust Fund
Account or Waterscape's own assets.  The original definition of
"Final Order" was limited to an order rendered by a forum of
competent jurisdiction as to which the time to appeal had expired,
no appeal was pending and the order had become conclusive and was
in full force and effect.

This definition did not suit Pavarini. The CMA provided that the
amount of the Final Payment as determined by the DRB was due prior
to any appeal or review process. At Pavarini's insistence, the
Plan was modified to state that "each alleged Class 3 Claim shall
be determined by settlement or Final Order in the ordinary course
in a court, the Court, Dispute Resolution Board ("DRB") or other
dispute resolution forum of competent jurisdiction pursuant to the
parties' contracts and applicable laws and procedures."

As a result of the change, Waterscape was obligated to satisfy
Pavarini's claim once the DRB rendered its Final Accounting that
reflected the disposition of all of the claims before it, and
prior to any appeal or review process.

On March 11, 2014, after years of litigation, the DRB issued its
97-page Final Accounting in which it concluded that Waterscape
owed Pavarini $8,093,655.92. On March 12, 2014, Pavarini moved to
enforce the DRB's Final Accounting and direct payment of
Pavarini's Class 3 Claim. By Order dated April 24, 2014, the Court
granted that motion and Pavarini has been paid.

Following the payment, Waterscape filed its motion seeking an
order discharging all mechanics liens filed by Class 3 creditors
and allowing their claims to the extent of the payment to
Pavarini. The Motion also seeks to compel Pavarini to discharge
the mechanics liens in accordance with the provisions of the CMA,
or provide proof that they have been satisfied. Finally,
Waterscape seeks to dismiss a punitive damage claim that Pavarini
has moved for leave to assert by separate motion in the adversary
proceeding against Waterscape and its managing member, the
defendant Salim Assa a/k/a Solly Assa.

Pavarini has said it is not required to perform the obligations
imposed under the CMA because Waterscape committed a material
breach by wrongfully terminating the CMA, and the material breach
excused Pavarini from further performance.

According to Judge Bernstein, Waterscape made the Final Payment as
required by the CMA, and "in exchange for" the Final Payment,
Pavarini must comply with the CMA.

Attorneys for Defendant Waterscape Resort LLC:

         MEDINA LAW FIRM LLC
         Eric S. Medina, Esq.
         The Chrysler Building
         405 Lexington Avenue, 7th Floor
         New York, NY 10174

              - and -

         RICHARD J. MIGLIACCIO, ESQ.
         410 Park Avenue 16th Floor
         New York, NY 10022

Attorneys for Plaintiff Pavarini McGovern, LLC:

         Eric W. Sleeper, Esq.
         BARTON LLP
         420 Lexington Avenue
         New York, NY 10170

Attorneys for Defendants Salim Assa a/k/a Solly Assa and Ezak
Assa:

         Harlan M. Lazarus, Esq.
         LAZARUS & LAZARUS, P.C.
         240 Madison Avenue
         New York, NY 10016

Attorneys for Defendant John Civetta & Sons, Inc.:

         Steven Cohen, Esq.
         TESSER & COHEN
         946 Main Street
         Hackensack, NJ 07601

                    About Waterscape Resort

Waterscape Resort LLC, aka Cassa NY Hotel and Residences, filed
for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
11-11593) on April 5, 2011.  Waterscape acquired property
consisting of three contiguous buildings at 66, 68 and 70 West
45th Street in Manhattan, for the sum of $20 million, and
developed the property into a 45-storey condominium project
including a luxury hotel, a restaurant and luxury residential
apartments.  The purchase was financed with a $17 million
acquisition loan and mortgage from U.S. Bank Association.  The
Cassa NY Hotel and Residences features 165 hotel rooms, and above
the hotel units, 57 residences.

Brett D. Goodman, Esq., and Lee William Stremba, Esq., at Troutman
Sanders LLP, represented the Debtor as bankruptcy counsel.
Holland & Knight LLP served as its special litigation counsel.
The Debtor disclosed $214,285,027 in assets and $158,756,481 in
liabilities as of the Chapter 11 filing.

Schiff Hardin LLP served as counsel to a 3-member Official
Committee of Unsecured Creditors.

U.S. Bankruptcy Judge Stuart Bernstein confirmed Waterscape's
reorganization plan in July 2011, which calls for repaying much of
the company's debt with proceeds from the $128 million sale of the
hotel section of the development.  The Plan was filed May 6, 2011.


WESTMORELAND COAL: Names Energy Vet Terry Bachynski as Director
---------------------------------------------------------------
Westmoreland Coal Company announced that Mr. Terry Bachynski from
Edmonton, Alberta, has been appointed to its Board of Directors.
He will serve until the next Annual Meeting, at which time he will
stand for election by the shareholders.

"We welcome the appointment of Terry to our Board," noted Richard
Klingaman, Chairman of the Board.  "He brings rich and extensive
experience in the natural resource and power generation
industries, together with a deep understanding of the regulatory
environment of Canada.  Terry also brings long-standing
sensitivity to and experience with First Nations' interests in
resource development.  His addition to Westmoreland's Board
strengthens and broadens its oversight of the company as it
continues to create and deliver value to our shareholders."

Mr. Bachynski has over 30 years' experience in the energy
business, having served in several executive management and board
positions with various private and public companies, including
Suncor Energy Inc., Gulf Canada Resources Limited, CS Resources
Limited, EPCOR Utilities Inc. and Syncrude Canada.  Mr. Bachynski
is president and CEO of JDEL Associates Ltd., which provides
regulatory, environmental, stakeholder, aboriginal and government
affairs consulting services to industry for the development and
operation of major resource development projects, primarily in
Western Canada.  Mr. Bachynski sits on the boards of private
companies, Universe Machines Corporation, Unified Alloys Ltd. and
Millennium EMS Solutions Ltd. and is also Vice President
Regulatory, Environmental and Government Affairs for Athabasca Oil
Corporation.  Mr. Bachynski has an LL.B. from the University of
Western Ontario and resides in Edmonton, Alberta, Canada.

Mr. Bachynski received a pro-rata award of restricted stock units
on Aug. 11, 2014, valued at $69,534 (pro-rated from $90,000),
which will vest at next year's annual meeting of stockholders.
There is no arrangement or understanding between Mr. Bachynski and
any other person pursuant to which Mr. Bachynski was elected as a
director of the Company.

                      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.


WINDSOR PETROLEUM: Paul M. Leand, Jr. Authorized to Serve as CRO
----------------------------------------------------------------
The Bankruptcy Court (i) approved the agreement between Windsor
Petroleum Transport Corporation, et al., and AMA Capital Partners
LLC; and (ii) authorized the appointment of Paul M. Leand, Jr., to
serve as chief restructuring officer.

The Court also ordered that no success fee, transaction fee or
back-end fee will be sought upon conversion of the case, dismissal
of the case for cause, or appointment of a trustee.

Pursuant to the agreement, AMA has agreed to provide Mr. Leand,
and additional staff during the chapter 11 cases.

Mr. Leand will have the powers and responsibilities necessary to
perform the various duties required of the Debtors' CRO, including
coordinating the efforts of the Debtors in the chapter 11 cases,
and identifying, developing and implementing key strategies
related to the Debtors' business plan and other related matters.

The CRO and the additional personnel will provide these services,
among others:

   -- provide oversight and support to the Debtors' other
professionals in connection with the restructuring efforts;

   -- provide oversight and assistance with the preparation of all
necessary cash flow forecasts and evaluate short-term liquidity
requirements of the Debtors, to the extent consistent with the
Debtors' fiduciary obligations to maximize value for the Debtors'
stakeholders; and

   -- as necessary, provide oversight and assistance with the
preparation of financial-related disclosures required by the
Court, including the schedules of assets and liabilities, the
statements of financial affairs and monthly operating reports, and
attend any meeting of creditors convened by the Office of the U.S.
Trustee on behalf of the Debtors.

The Debtors have agreed to pay a fixed fee of $1,500,000 to AMA,
payable upon the effective date of the Plan, in consideration of
the services to be performed by AMA, including the services
of the CRO in the chapter 11 cases.  AMA will also be entitled to
reimbursement of reasonable expenses incurred in connection with
the engagement.  AMA has not received any payments from the
Debtors in the 90 days prior to the Petition Date.

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

The U.S. Trustee objected to the employment of the CRO, stating
that AMA is not disinterested if it is a prepetition creditor.

          About Windsor Petroleum Transport Corporation

Windsor Petroleum Transport Corporation and several of its
subsidiaries and related entities on July 14, 2014, filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court in Wilmington, Delaware (Lead Case
No. 14-11708).

The Debtors' counsel is Pauline K. Morgan, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware.  The Debtors'
crisis managers come from AMA Capital, while their chief
restructuring officer is Paul J. Leand, Jr.

The U.S. Trustee notified the Bankruptcy Court that it was unable
to appoint an official committee of unsecured creditors.


WINDSOR PETROLEUM: Prime Clerk Approved as Administrative Advisor
-----------------------------------------------------------------
The Bankruptcy Court authorized Windsor Petroleum Transport
Corporation, et al., to employ Prime Clerk LLC as administrative
advisor nunc pro tunc to the Petition Date.

Prime Clerk is expected to, among other things:

   a. assist with, among other things, solicitation, balloting,
and tabulation and calculation of votes, as well as preparing any
appropriate reports, as required in furtherance of confirmation of
any chapter 11 plan(s) in the cases;

   b. generate an official ballot certification and testifying, if
necessary, in support of the ballot tabulation results for any
chapter 11 plan(s) in the cases; and

   c. gather data in conjunction with the preparation, and assist
with the preparation, of the Debtors' schedules of assets and
liabilities and statements of financial affairs.

Michael J. Frishberg, co-president of and chief operating officer
of Prime Clerk LLC, told the Court that prior to the hearing on
the application, the Debtors anticipate providing Prime Clerk a
retainer in the amount of $20,000.  Prime Clerk seeks to hold the
retainer during the cases as security for the payment of fees and
expenses incurred under the engagement agreement.

In a separate order, the Court authorized Prime Clerk to serve as
claims and noticing agent to perform noticing services and to
receive, maintain, record and otherwise administer the proofs of
claim filed in the cases, and all elated tasks.

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

          About Windsor Petroleum Transport Corporation

Windsor Petroleum Transport Corporation and several of its
subsidiaries and related entities on July 14, 2014, filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court in Wilmington, Delaware (Lead Case
No. 14-11708).

The Debtors' counsel is Pauline K. Morgan, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware.  The Debtors'
crisis managers come from AMA Capital, while their chief
restructuring officer is Paul J. Leand, Jr.

The U.S. Trustee notified the Bankruptcy Court that it was unable
to appoint an official committee of unsecured creditors.


WINDSOR PETROLEUM: Gets Court OK to Pay Critical Vendor Claims
--------------------------------------------------------------
The Bankruptcy Court authorized, on a final basis, Windsor
Petroleum Transport Corporation, et al., to pay: (a) manager
claims of up to $2,875,000; (b) outstanding taxes and fees in the
ordinary course of business up to an aggregate amount of $10,000;
and (c) vendor claims of up to $20,000.

                      About Windsor Petroleum

Windsor Petroleum Transport Corporation and several of its
subsidiaries and related entities on July 14, 2014, filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court in Wilmington, Delaware (Lead Case
No. 14-11708).

The Debtors' counsel is Pauline K. Morgan, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware.  The Debtors'
crisis managers come from AMA Capital, while their chief
restructuring officer is Paul J. Leand, Jr.

The U.S. Trustee notified the Bankruptcy Court that it was unable
to appoint an official committee of unsecured creditors.


WINDSOR PETROLEUM: Has Until Aug. 27 to File Schedules
------------------------------------------------------
The Bankruptcy Court extended until Aug. 27, 2014, Windsor
Petroleum Transport Corporation, et al.'s time to file their
schedules of assets and liabilities and statement of financial
affairs.

The Debtors, in their motion, stated that they they will be unable
to complete their schedules as a result of preparing for the
chapter 11 cases, including negotiating and executing the
restructuring support agreement with the supporting noteholders.

                      About Windsor Petroleum

Windsor Petroleum Transport Corporation and several of its
subsidiaries and related entities on July 14, 2014, filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court in Wilmington, Delaware (Lead Case
No. 14-11708).

The Debtors' counsel is Pauline K. Morgan, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware.  The Debtors'
crisis managers come from AMA Capital, while their chief
restructuring officer is Paul J. Leand, Jr.

The U.S. Trustee notified the Bankruptcy Court that it was unable
to appoint an official committee of unsecured creditors.


WINDSOR PETROLEUM: Meeting of Creditors Continued Until Sept. 3
---------------------------------------------------------------
The U.S. Trustee for Region 3 continued until Sept. 3, 2014, at
1:00 p.m., the meeting of creditors in the Chapter 11 cases of
Windsor Petroleum Transport Corporation.  The meeting will be held
at J. Caleb Boggs Federal Building, 844 King St., Room 5209,
Wilmington, Delaware.

The meeting was continued from Aug. 12, at 10:00 a.m.

                      About Windsor Petroleum

Windsor Petroleum Transport Corporation and several of its
subsidiaries and related entities on July 14, 2014, filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court in Wilmington, Delaware (Lead Case
No. 14-11708).

The Debtors' counsel is Pauline K. Morgan, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware.  The Debtors'
crisis managers come from AMA Capital, while their chief
restructuring officer is Paul J. Leand, Jr.

The U.S. Trustee notified the Bankruptcy Court that it was unable
to appoint an official committee of unsecured creditors.


WINDSOR PETROLEUM: US Trustee Unable to Form Creditors Committee
----------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee notified the bankruptcy
Court that it was unable to appoint an official committee of
Unsecured Creditors in the Chapter 11 cases of Windsor Petroleum
Transport Corporation, et al.

According to the U.S. Trustee no unsecured creditor responded to
the communication/contact for service on the committee.

                      About Windsor Petroleum

Windsor Petroleum Transport Corporation and several of its
subsidiaries and related entities on July 14, 2014, filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court in Wilmington, Delaware (Lead Case
No. 14-11708).

The Debtors' counsel is Pauline K. Morgan, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware.  The Debtors'
crisis managers come from AMA Capital, while their chief
restructuring officer is Paul J. Leand, Jr.

The U.S. Trustee notified the Bankruptcy Court that it was unable
to appoint an official committee of unsecured creditors.


WINDSOR PETROLEUM: Young Conaway Approved as Bankruptcy Counsel
---------------------------------------------------------------
The Bankruptcy Court authorized Windsor Petroleum Transport
Corporation, et al., to employ Young Conaway Stargatt & Taylor,
LLP as counsel.

The firm's principal attorneys and paralegal designated to
represent the Debtors and their hourly rates are:

         Pauline K. Morgan             $765
         Sean T. Greecher              $475
         Robert F. Poppiti, Jr.        $375
         Andrew Magaziner              $350
         Ashley E. Markow              $300
         Debbie Laskin, paralegal      $240

According to the Debtor, Young Conaway continues to hold a
retainer of $10,724.

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

                      About Windsor Petroleum

Windsor Petroleum Transport Corporation and several of its
subsidiaries and related entities on July 14, 2014, filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court in Wilmington, Delaware (Lead Case
No. 14-11708).

The Debtors' counsel is Pauline K. Morgan, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware.  The Debtors'
crisis managers come from AMA Capital, while their chief
restructuring officer is Paul J. Leand, Jr.

The U.S. Trustee notified the Bankruptcy Court that it was unable
to appoint an official committee of unsecured creditors.


WOMAN'S CLUB: Wieland Announces Reorganization Plan Confirmation
----------------------------------------------------------------
The law firm of Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP
(Weiland Golden) on Aug. 20 announced the successful facilitation
and confirmation of a multi-faceted plan to restore The Woman's
Club of Hollywood, California (WCH) and set it on a path to
prosperity and its former glory and relevance.  The legal order
confirming the plan took effect on Aug. 20, launching the club on
a straightforward track to regaining financial health and overall
stability.

Since its inception in 1905, the WCH has strived to serve the
community and advance the arts through social, cultural and
philanthropic endeavors.  The club has made several notable
contributions including establishing the first Hollywood Public
Library, supporting the Hollywood Hospital, and helping to create
the Hollywood Bowl, the first Easter Sunrise Service and the
famous Hollywood Studio Club.  In recent years, the organization
has faced dire challenges with leadership, governance and
financial vulnerability -- including a multi-year litigation
battle with new comers attempting to gain control of WCH and its
valuable real estate -- that threatened a permanent end to this
historic institution.

Seeking to repair this complex and highly volatile situation, the
Bankruptcy Court appointed Heide Kurtz as the Chapter 11 Trustee
for the club.  Ms. Kurtz and her counsel, partners Lei Lei Wang
Ekvall and Robert Marticello of Weiland Golden faced numerous
challenges in their efforts to correct the injustices plaguing the
WCH, including a number of legal issues unique to non-profit
organizations in Chapter 11, a place where non-profit
organizations usually do not find themselves.  Under the plan
negotiated and confirmed by Wang Ekvall and Marticello, the WCH
will transition to a new and capable board of directors who are
committed to restoring the club; be permitted to raise donations
to repay its debts; and be able to retain its club house, a
highly-valuable and historic property located blocks from
Grauman's Chinese Theater.

Partners Wang Ekvall and Marticello noted the unique challenges of
facilitating the reorganization plan for WCH.

"For non-profits, effectively circumnavigating financial hardship
while recognizing and preserving its intangible values is
extremely difficult, and in the case of the Woman's Club of
Hollywood the conditions were particularly complicated by former
management displaced by the Bankruptcy Court," Wang Ekvall said.
"The confirmation of our reorganization plan represents a
significant turning point for the Woman's Club of Hollywood,
helping this historic organization regain control of its future
and set the club on a path to fiscal and administrative health."

New Leadership Restores Integrity & Instills Confidence

The new board of directors for WCH is composed of extremely
experienced and competent volunteers who have demonstrated a
commitment to the club's mission and values and desire to see it
restored to prosperity.  The newly named president is Claudia
Deutsch, who served as president of the Beverly Hills Women's Club
from 2007-2011 and was instrumental in helping grow its membership
and bring the organization to its current operational health.
Additional board members include Andrea Quinn, vice president;
John Crosby; Rev. Kandace Krapu; and Christine Zardeneta.

"As trustee, I am envisioning that the Woman's Club of Hollywood
can now move forward to preserve the historic clubhouse, serve the
community and the arts by providing volunteer service along with
allowing for social enrichment among its members," said Ms. Kurtz.
The new leadership team will place a high priority on restoring
the legacy WCH and revitalizing the organization by re-engaging
former members and conducting outreach to attract new members.
The WCH is looking to the people of Los Angeles and surrounding
community who share the organization's values of preserving
historical Hollywood and supporting the community and arts through
cultural and philanthropic efforts.  For more information about
The Woman's Club of Hollywood, California, visit
www.wchollywood.org

     About Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP

Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP --
http://www.wgllp.com-- represents debtors, creditors, creditors'
committees, trustees, asset purchasers and other parties in
bankruptcy cases, receiverships, private workouts and settlement
negotiations.


WORLD IMPORTS: Has Until Aug. 29 to Use PNC Bank Cash Collateral
----------------------------------------------------------------
The Bankruptcy Court approved a ninth final stipulation and order
authorizing World Imports, Ltd., et al., to use cash collateral in
which PNC Bank, National Association, and PNC Equipment Finance,
LLC, assert an interest.

The Debtors had requested and the Banks consented to the use of
cash collateral to fund their operations until the earlier of (a)
5:00 p.m. on Aug. 29, 2014; or (b) the date upon which an Event of
Default occurs.  The Debtors will be permitted to exceed approved
expenses in the budget by an amount not to exceed, on a weekly
basis, either (a) five percent of the aggregate amount of approved
expenses for such week or (b) as otherwise agreed to among the
Debtors and Banks.

As adequate protection for any diminution in the value of the
lenders' collateral, the Debtors will grant the Banks replacement
liens on and security interests in all of the Debtors' real and
personal property and assets, a superpriority administrative
expense claim status.

As additional adequate protection, the Debtors will (i) pay to the
Banks all payments owed to the Banks.

On April 23, the Bankruptcy Court approved an eighth final
stipulation and order authorizing the Debtors to use cash
collateral until June 27.

                     About World Imports

World Imports, Ltd., filed a Chapter 11 petition (Bankr. E.D. Pa.
Case No. 13-15929) on July 3, 2013, in Philadelphia.  Debtor-
affiliates World Imports South, LLC (Bankr. E.D. Pa. Case No.
13-15933), 11000 LLC (Bankr. E.D. Pa. Case No. 13-15934, and World
Imports Chicago, LLC (Bankr. E.D. Pa. Case No. 13-15935) filed
separate petitions for Chapter 11 relief.  The cases are jointly
administered under Case No. 13-15929.  John E. Kaskey, Esq., at
Braverman Kaskey, P.C., in Philadelphia, serves as counsel to the
Debtors.  World Imports, Ltd., estimated assets and debts of
$10 million to $50 million.  World Imports South, LLC, estimated
assets of $1 million to $10 million.

Roberta A. DeAngelis, United States Trustee for Region 3,
appointed a 3-member Committee of Unsecured Creditors.  Fox
Rothschild LLP as counsel.


WORLD SURVEILLANCE: Had $880,000 Net Loss in Second Quarter
-----------------------------------------------------------
World Surveillance Group Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $880,587 on $498,252 of net sales for the three
months ended June 30, 2014, compared to a net loss of $840,372 on
$301,605 of net sales for the same period in 2013.

For the six months ended June 30, 2014, the Company reported a net
loss of $2 million on $829,405 of net sales compared to a net loss
of $1.35 million on $763,482 of net sales for the same period
during the prior year.

The Company's balance sheet at June 30, 2014, showed $11.56
million in total assets, $17.02 million in total liabilities, all
current, and a $5.46 million total stockholders' deficit.

The Company's cash balance was $124,057 at June 30, 2014, compared
to $8,907 at Dec. 31, 2013, reflecting an increase of $115,150.

                         Bankruptcy Warning

The Company stated in the Quarterly Report, "Our total
indebtedness at June 30, 2014 was $17,025,397.  A portion of such
indebtedness reflects judicial judgments against us that could
result in liens being placed on our bank accounts or assets.  We
are continuing to review our ability to reduce this debt level due
to the age and/or settlement of certain payables but we may not be
able to do so.  This level of indebtedness could, among other
things:

   * make it difficult for us to make payments on this debt and
     other obligations;

   * make it difficult for us to obtain future financing;

   * require us to redirect significant amounts of cash from
     operations to servicing the debt;

   * require us to take measures such as the reduction in scale of
     our operations that might hurt our future performance in
     order to satisfy our debt obligations; and

   * make us more vulnerable to bankruptcy or an unwanted
     acquisition on terms unsatisfactory to us."

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

                       http://is.gd/M8RgbJ

                     About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

World Surveillance reported a net loss of $3.41 million on
$558,574 of net revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $3.36 million on $272,201 of net
revenues for the year ended Dec. 31, 2012.

Rosen Seymour Shapss Martin & Company LLP, in 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 experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.  These conditions raise
substantial doubt about its ability to continue as a going
concern.


YARWAY CORPORATION: Aug 27 Deadline to File Claims in Miller Case
-----------------------------------------------------------------
In the case, JANE E. MILLER, Personal Representative of the Estate
of Robert Wesley Miller, Deceased, Plaintiff, v. 3M COMPANY a/k/a
MINNESOTA MINING MANUFACTURING CO, et al., Defendants, NO. 5:12-
CV-00620-BR (E.D.N.C.), Senior District Judge W. Earl Britt
granted the plaintiff's motion to stay pre-trial conference.

Plaintiff represents in her motion that she "has resolved her case
with defendants" and "that the remaining defendants prevailed on
motions for summary judgment." However, the court's records
indicate that plaintiff's claims against defendants 3M Company,
General Electric Company, Metropolitan Life Insurance Company,
Navistar, Inc., IMO Industries, Inc., and Yarway Corporation have
neither been disposed of by joint motion to dismiss, by
stipulation of dismissal, nor by motion for summary judgment.

The Court directs that any party who contends that a claim
(including any counterclaim or crossclaim) has not been disposed
of and who wishes to pursue or defend such claim shall file notice
with the court of such claim on or before August 27, 2014. After
that date, if no notice is filed, the court will dismiss without
prejudice any claim remaining.

Plaintiff and defendant IMO Industries, Inc.'s motion to dismiss
is pending.

A copy of the Court's August 13 Order is available at
http://is.gd/EEplHUfrom Leagle.com.

                    About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.

On May 6, 2013, the U.S. Trustee for Region 3, appointed an
official committee of asbestos personal injury claimants.  The
Committee tapped Elihu Inselbuch, Esq. at Caplin & Drysdale,
Chartered, as lead bankruptcy counsel.


* No Unconstitutional Taking from Larger Homestead Exemption
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Manhattan ruled that a
bankrupt is entitled to utilize the state's enlarged homestead
exemption to void a judgment lien created before the
law was amended.  According to the report, U.S. Circuit Judge
Richard C. Wesley ruled that using the larger exemption wasn't a
taking of property prohibited by the Takings Clause in the Fifth
Amendment, made applicable to the states by the Fourteenth
Amendment.
The case is 1256 Hertel Ave. Associates LLC v. Calloway, 12-1603,
U.S. Second Circuit Court of Appeals (Manhattan).


* Pittsburgh Lawyer in Disciplinary Proceeding Defaults on Appeal
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jason J. Mazzei, a Pittsburgh bankruptcy lawyer, had
an appeal dismissed in which he was trying to disqualify U.S.
Bankruptcy Judge Thomas P. Agresti from presiding over any of his
cases.  According to the report, U.S. District Judge Nora Barry
Fischer in Pittsburgh dismissed the appeal for failure to file a
brief on time, saying Mazzei "has demonstrated a history of
dilatoriness before this court."

The Bloomberg report recalled that Chief Bankruptcy Judge Jeffery
A. Deller in Pittsburgh in April called on Agresti to preside over
a district-wide investigation into Mazzei's conduct and decide
whether he could continue representing bankrupts.  At a hearing in
May 2013, Judge Agresti called Mazzei a "sociopath," prompting the
lawyer to ask for another judge to handle the disciplinary
proceedings, the report further related.

The disciplinary investigation is In re Matters Involving the
Professional Conduct of Jason J. Mazzei, 14-205, U.S. Bankruptcy
Court, Western District of Pennsylvania (Pittsburgh).


* Bank Agrees to Pay $16.65 Billion in Cash and Consumer Aid
------------------------------------------------------------
Christina Rexrode and Andrew Grossman, writing for The Wall Street
Journal, reported that Bank of America Corp. has agreed to pay
$16.65 billion to settle the U.S. government's accusations it sold
flawed mortgage securities in the run up to the 2008 crisis, the
largest settlement ever reached between the U.S. and a single
company.  According to the report, Bank of America will have to
pay $9.65 billion in cash to the U.S. Justice Department, six
states and other government agencies, and provide $7 billion in
consumer aid by modifying mortgages for borrowers who owe more
than their homes are worth, demolishing derelict properties or
other relief.

Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that as part of the Justice Department's mortgage settlement, the
Federal Deposit Insurance Corp. said Bank of America would pay
$1.031 billion to the FDIC, as the receiver for 26 failed banks,
to settle more than a dozen securities lawsuits tied to mortgage
loans sold by the bank.


* BOOK REVIEW: Lost Prophets -- An Insider's History of the
               Modern Economists
-----------------------------------------------------------
Author: Alfred L. Malabre, Jr.
Publisher: Beard Books
Softcover: 256 pages
List Price: $34.95
Review by Henry Berry

Order your personal copy today at http://is.gd/KNTLyr

Alfred Malabre's personal perspective on the U.S. economy over the
past four decades is firmly grounded in his experience and
knowledge.  Economics Editor of The Wall Street Journal from 1969
to 1993 and author of its weekly "Outlook" column, Malabre was in
a singular position to follow the U.S. economy in recent decades,
have access to the major academic and political figures
responsible for economic affairs, and get behind the crucial
economic stories of the day.  He brings to this critical overview
of the economy both a lively, often provocative, commentary on the
picture of the turns of the economy.  To this he adds sharp
analysis and cogent explanation.

In general, Malabre does not put much stock in economists. "In
sum, the profession's record in the half century since Keynes and
White sat down at Bretton Woods [after World War II] provokes
dismay."  Following this sour note, he refers to the belief of a
noted fellow economist that the Nobel Prize in this field should
be discontinued.  In doing so, he also points out that the Nobel
for economics was not one originally endowed by Alfred Nobel, but
was one added at a later date funded by the central bank of Sweden
apparently in an effort to give the profession of economists the
prestige and notice of medicine, science, literature and other
Nobel categories.

Malabre's view of economists is widespread, although rarely
expressed in economic circles.  It derives from the plain fact
that modern economists, even hugely influential ones such as John
Meynard Keynes, are wrong as many times as they are right.  Their
economic theories have proved incomplete or shortsighted, if not
basically wrong-headed.  For example, Malabre thinks of the
leading economist Milton Friedman and his "monetarist colleagues"
as "super salespeople, successfully merchandising.an economic
medicine that promised far more than it could deliver" from about
the 1960s through the Reagan years of the 1980s.  But the author
not only cites how the economy has again and again disproved the
theories and exposed the irrelevance of wrong-headedness of the
policy recommendations of the most influential economists of the
day.  Malabre also lays out abundant economic data and describes
contemporary marketplace and social activities to show how the
economy performs almost independently of the best analyses and
ideas of economists.

Malabre does not engage in his critiques of noted economists and
prevailing economic ideas of recent decades as an end in itself.
What emerges in all of his consistent, clear-eyed, unideological
analysis and commentary is his own broad, seasoned view of
economics-namely, the predominance of the business cycle.  He
compares this with human nature, which is after all the substance
of economics often overlooked by professional and academic
economists with their focus on monetary policy, exchange rates,
inflation, and such.  "The business cycle, like human nature, is
here to stay" is the lesson Malabre aims to impart to readers
interested in understanding the fundamental, abiding nature of
economics.  In Lost Prophets, in language that is accessible and
jargon-free, this author, who has observed, written about, and
explained economics from all angles for several decades,
persuasively makes this point.

In addition to holding a top position at The Wall Street Journal,
Malabre is also the author of the books, Understanding the New
Economy and Beyond Our Means, which received the George S. Eccles
Prize from the Columbia Business School as the best economics book
of 1987.



                             *********

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
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
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                  *** End of Transmission ***