TCR_Public/140905.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, September 5, 2014, Vol. 18, No. 247

                            Headlines

ABRA INC: Moody's Assigns 'B2' CFR & Rates 1st Lien Debt 'B1'
ALLIED SYSTEM: Taps CLC & Colliers as Real Estate Brokers
AMERICAN AIRLINES: FA Union to Represent USAir Attendants
ARCHDIOCESE OF MILWAUKEE: $4.39-Mil. Note May Extend to June 2015
ARXX CORP: Court Issues Final Decree on Chapter 15 Case

AS SEEN ON TV: Files Financial Statements of Infusion Brands
ATLS ACQUISITION: Court Issues Bridge Order on Lease Deadline
B&B ALEXANDRIA: Amends Schedules of Assets and Liabilities
BENTLEY PREMIER: Golgart Can Retrieve Property at Amenity Center
BOSTON THERAPEUTICS: Incurs $1.21-Mil. Net Loss in June 30 Quarter

BIOLASE INC: Reports $6.44-Mil. Net Loss for June 30 Quarter
BROWN & BROWN: S&P Assigns Prelim. 'BB+' Subordinated Debt Rating
BUILDING MATERIALS: Moody's Hikes Corporate Family Rating to B2
BUILDERS FIRSTSOURCE: S&P Affirms 'B' Corp. Credit Rating
CABEL PROPERTIES: Court Dismisses Chapter 11 Bankruptcy Case

CAESARS ENTERTAINMENT: Bondholders Sue Co. Over 'Backroom' Deal
CALIFORNIA COMMUNITY: Has Access to Cash Until Sept. 30
CALMARE THERAPEUTICS: Faces Suit Over Alleged Breach of Contract
CANADA TOBACCO: In Bankruptcy; Creditors Meeting on Sept. 8
CHC-CLP OPERATOR: Case Summary & Largest Unsecured Creditors

CLARK RETIREMENT: S&P Alters Outlook to Stable & Affirms BB Rating
CLEAN DIESEL: Incurs $1.19-Mil. Net Loss for Q2 Ended June 30
COLOR STARGROWERS: Has Until October 9 to Solicit Plan Votes
COYOTE MOON: Bankruptcy Court Dismisses Chapter 11 Case
CRYOPORT INC: Four Directors Re-elected to Board

CUI GLOBAL: Has Consulting Agreement With Relentless Ventures
CYCLONE POWER: Had $1.2MM Q2 Loss, Doubts 'Going Concern' Status
DETROIT, MI: Former VP Candidate Says City is ?Warning' to U.S.
DORAL FINANCIAL: Deal Falls Apart In $229M Puerto Rico Tax Row
DOTS LLC: Proposes October 10 as Claims Bar Date

DOTS LLC: Wants Until January 2015 to File Chapter 11 Plan
DSI OILFIELD: Voluntary Chapter 11 Case Summary
ELBIT IMAGING: Novartis Invests $35 Million in Gamida Cell
ELEPHANT TALK: Copy of September 2014 Investor Presentation Filed
ENDEAVOUR INTERNATIONAL: Missed $33.5 Million Interest Payment

ENERGEN CORP: S&P Lowers CCR to 'BB' on Sale of Alagasco
ENERGYTEK CORP: Incurs $37,000 Net Loss in Q2 Ended June 30
EXGEN TEXAS: Moody's Assigns B1 Rating on Planned $700MM Debt
EXGEN TEXAS: S&P Assigns Prelim. 'BB-' Rating on $700MM Loan
EXPERA SPECIALTY: S&P Affirms & Withdraws 'B' Corp. Credit Rating

FAIRMONT GENERAL: Sept. 19 Closing of Sale to Alecto Set
FAR EAST ENERGY: Has $8.71-Mil. Net Loss in Second Quarter
FL 6801: Z Capital Wins Auction, Sale Hearing on Sept. 12
FMB BANCSHARES: Fails to Dismiss Involuntary Ch.7 Petition
FRONTIER COMMUNICATIONS: Moody's Cuts Corp. Family Rating to Ba3

FRONTIER COMMUNICATIONS: S&P Rates $1.55BB Sr. Unsec. Notes 'BB-'
GANNETT CO: Moody's Assigns 'Ba1' Rating on $350MM Senior Notes
GANNETT CO: S&P Assigns 'BB+' Ratings to $675-Mil. Senior Notes
GENERAL MOTORS: Fund Has Received 100 Death Compensation Requests
GENESIS HEALTHCARE: S&P's 'B' Rating Removed From Watch Developing

GEO JS TECH: Posts $12,000 Net Profit in Q2 Ended June 30
GETTY PETROLEUM: Lukoil Sues Insurer Over $5M D&O Policy
GLASCO INC: Case Summary & 4 Unsecured Creditors
GREEN EARTH: Buys Greentek IP for 10 Million Shares
HARDWARE HOLDINGS: S&P Assigns 'B-' CCR; Outlook Stable

HAWAII OUTDOOR: Ch. 11 Trustee Balks at Bank's Dismissal Plea
HEDWIN CORPORATION: Debtor, Unsec. Creditors Have Liquidating Plan
HEDWIN CORPORATION: Can Pay $120,000 in Executive Bonuses
HEDWIN CORPORATION: Seeks to Hire CBIZ as Pension Consultant
HELIA TEC RESOURCES: Plan Contemplates Sale of All Assets

HELIA TEC: Court Denies Bid to Amend Order on Case Conversion
HOUSTON REGIONAL: Comcast Cries Foul on Restructuring Plan
IBCS MINING: Court Set October 10 as Claims Bar Date
IBCS MINING: BB&T Objects to DIP Financing and Cash Collateral Use
IBCS MINING: US Trustee Withdraws Bid to Convert Case to Ch. 7

IBCS MINING: BB&T, US Trustee Balk at CFO Employment
IKANOS COMMUNICATIONS: Has $12.3-Mil. Net Loss in June 29 Quarter
INSTITUTO MEDICO: Taps HLB as Counsel Over US Trustee's Objection
IRISH BANK: Wins U.S. Nod to Sell Channelside Lease to CBP
KM WEDDING EVENTS: Shares Offering to Provide Funding

LDR INDUSTRIES: To Sell Business Through Chapter 11 Bankruptcy
LIGHTSQUARED INC: Obtains $121-Mil. in DIP Financing
LONGVIEW POWER: Mepco Debtors' Financing Deal With Aon Approved
LONGVIEW POWER: Amended Incentive Plan for Up to $2.1MM Pay OK'd
MADISON MEMORIAL: S&P Alters Outlook to Stable, Affirms BB+ Rating

MATAGORDA ISLAND: Case Summary & 20 Largest Unsecured Creditors
MECHANICSBURG LAND: Case Summary & 2 Largest Unsecured Creditors
MEE APPAREL: Objections Filed to Liquidating Plan
METABOLIX INC: Reports $7.24-Mil. Net Loss in Second Quarter
MISSION NEW ENERGY: Inks JV to Sell Biodiesel Plant for $22.5MM

MOMENTIVE PERFORMANCE: Bondholders Look to Appeal Ruling
MPF HOLDING: Personal Jurisdiction Over Non-U.S. Units Limited
N'GENUITY ENTERPRISES: Bowen Must Face Jackson Suit
NATIONAL JEWISH: S&P Cuts Rating on 2012 Revenue Bonds to 'BB+'
NCL CORP: Moody's Affirms 'Ba3' Corporate Family Rating

NCL CORP: S&P Affirms 'BB-' CCR & Revises Outlook to Stable
NE OPCO: "Torres" Suit Remanded to Los Angeles State Court
NEPHROS INC: Southpaw et al Report 4.5% Equity Stake
NEW ENGLAND COMPOUNDING: MDL Court Rules on Motions to Dismiss
NEXXTWORKS INC: PNC Bank Not Liable to Illinois Telecom

OCEANIA CRUISES: Moody's Puts 'B2' CFR on Review for Upgrade
ORCKIT COMMUNICATIONS: Acting Liquidator Seeking Potential Buyers
PAID INC: Has $570K Net Loss for Q2 Ended June 30
PANACHE BEVERAGE: Thomas Smith Dismissed as CFO
PENNHILL FARMS: Case Summary & 20 Largest Unsecured Creditors

PHOENIX PAYMENT: Can Proceed with Sept. 18 Auction
PROSPECT PARK: Can Sell Apple $6-Mil. In Tax Credits
PUERTO RICO ELECTRIC: Eyes AlixPartners, FTI for Restructuring
RESPONSE BIOMEDICAL: Names Lewis Shuster New Board Chairman
RESTAURANT DEVELOPMENT: Firm Dodges Claims Over Law360 Comments

RICEBRAN TECHNOLOGIES: Closes Brazil Plant for Structural Failure
ROSETTA GENOMICS: Annual General Meeting Set for October 10
ROCK AIRPORT: Court Won't Stay Plan Hearing & Sale Process
RUTHERFORD CO. LIFE: Voluntary Chapter 11 Case Summary
SANUWAVE HEALTH: Reports $1.69-Mil. Net Loss for Q2 Ended June 30

SCIENTIFIC GAMES: Moody's Rates $2.2-Bil. Unsecured Notes 'Caa1'
SCIENTIFIC GAMES: S&P's 'B+' CCR Removed From Watch Negative
SENTINEL MANAGEMENT: Didn't Seek High Court Review of May Ruling
SEVEN COUNTIES: Court Ruling Won't Impact Kentucky's Credit Rating
STARR PASS: Court Establishes Claims Bar Date

SUMMIT MATERIALS: Moody's Assigns Caa1 Rating on $115MM Sr. Notes
SUMMIT MATERIALS: S&P Affirms 'B+' Corporate Credit Rating
SUNRISE REAL ESTATE: CEO Has 50.3% Equity Stake
T-MOBILE USA: Moody's Rates Proposed Sr. Notes Due 2023/2025 Ba3
T-MOBILE USA: S&P Gives 'BB' Rating on New Sr. Notes Due 2023/2025

TAMPA WAREHOUSE: Seeks Extension of CBRE Agreement to Dec. 31
TEE INVESTMENT: Chapter 11 Case Closed; Receiver Released
TEINE ENERGY: Moody's Assigns 'B2' CFR & Rates $350MM Notes 'B3'
TELIK INC: Posts $1.6-Mil. Net Loss for June 30 Quarter
TEMPLAR ENERGY: Moody's Rates Proposed $550MM 2nd Lien Loan 'B3'

THERMOENERGY CORP: Borrows $240,000 From Robert Trump et al.
THOMPSON CREEK: Moody's Raises Corporate Family Rating to 'B3'
THREE FORKS: Files Third Amendment to 2013 Annual Report
TRANS-LUX CORP: Carlisle Buys $1 Million Worth of Common Shares
TRIVASCULAR TECHNOLOGIES: Has $14.57-Mil. Loss in Second Quarter

TRULAND GROUP: Trustee Has More Time, Money to Probe Shutdown
ULTRA PETROLEUM: S&P Assigns BB Rating on $700MM Sr. Unsec. Notes
UNIVERSAL COOPERATIVES: Seeks Extension of Plan Filing Period
USEC INC: Filed Consolidated Supplement Under Reorganization Plan
USEC INC: Wants AP Services to Help in Assessment of IT Systems

VARIANT HOLDING: Employs Pachulski Stang as Bankruptcy Counsel
VARIANT HOLDING: Taps Bradley Sharp of DSI as CRO
VCA ANTECH: Moody's Withdraws 'Ba2' Corporate Family Rating
VERITEQ CORP: Authorized Common Shares Hiked to 500 Million
VESTCOM INT'L: Moody's Assigns B2 CFR & Rates 1st Lien Debt B1

VIVARO CORP: Creditors Committee May Prosecute Claims vs. Estates
WALKER LAND: Seeks Court Approval to Modify Cash Collateral Budget
WAND INTERMEDIATE: S&P Assigns 'B' CCR; Outlook Stable
WILLIAM M. FOSTER: Wilmington Plantation Appeal Tossed
WPCS INTERNATIONAL: Chord Managing Partner Named New CFO

WPX ENERGY: Moody's Assigns Ba1 Rating on $550MM Senior Notes
WPX ENERGY: S&P Assigns 'BB+' Rating on New $500MM Unsec. Notes
ZODIAC POOL SOLUTIONS: Court Recognizes Chapter 15 Case

* Court That Denied Arbitration Loses Jurisdiction Pending Appeal
* Criminal Forfeiture Can Sop Up Bankrupt Property
* 'Financial Condition' Carveout Gets Broad Reading in Boston
* Laches Doctrine Allows Debtors to Remain in Chapter 13

* Asset-Backed Bonds Said to Face Tougher SEC Disclosure Rules
* Central Bankers Focus on Spur Jobs and Wages
* Regulators Propose Rule to Reduce Risk of Derivatives
* Stock Investors Straddle the Fed's Line
* U.S. Bank Liquidity Rule Said to Exclude Municipal Bonds

* Argentine Economic Figure Urges Payments to Bond Holdouts
* India Slaps 14 Carmakers with $420 Million Antitrust Fine

* Cole Schotz Strengthens Litigation Offering with Dallas Office
* Pelican Appoints Miller as General Counsel & Managing Director

* BOOK REVIEW: The First Junk Bond: A Story of Corporate Boom
               and Bust


                             *********


ABRA INC: Moody's Assigns 'B2' CFR & Rates 1st Lien Debt 'B1'
-------------------------------------------------------------
Moody's Investors Service assigned first time ratings to ABRA,
Inc., including a B2 corporate family rating. A stable outlook was
also assigned.

New ratings assigned include:

Probability of Default Rating, Assigned B2-PD

Corporate Family Rating, Assigned B2

Proposed $70 million senior secured revolving credit facility,
Assigned B1( LGD3)

Proposed $275 million senior secured first lien term loan,
Assigned B1( LGD3)

Proposed $130 million senior secured second lien term loan,
Assigned Caa1(LGD5)

Outlook Actions:

Outlook, Assigned Stable

Ratings Rationale

The new ratings are in conjunction with ABRA's acquisition by
Hellman & Friedman, LLC ("H&F") and its affiliates for total
consideration of roughly $750 million, with the initial capital
structure to be comprised roughly 50/50 debt and cash common
equity contributed by H&F. "ABRA is a leader in the vehicle damage
repair segment, with around 250 locations with some regional
concentrations throughout the US," stated Moody's Vice President
Charlie O'Shea. "Despite leverage metrics that due to the fully-
priced nature of the acquisition will be fairly weak, with pro
forma debt/EBITDA of around 7 times, Moody's believe that the
company's business model, which relies heavily on its
relationships with top-tier insurance carriers, which are
responsible for over 80% of the company's vehicle repair traffic
and over 90% of its revenues, as well as initial pro forma
interest coverage of around 1.7 times, support the B2 rating. In
addition, Moody's believe that this business model overall can
support higher leverage than many other sub-segments of retail due
to predictable demand and the insurance carrier involvement in the
process."

The B2 corporate family rating recognizes the company's weak
credit metrics, with debt/EBITDA of around 7 times on a pro forma
basis, liquidity that Moody's view as adequate, and ABRA's
embedded market position in an albeit highly fragmented sub-
segment, with around 250 locations against approximately 35,000
auto body and glass repair locations throughout the US, with deep
relationships with virtually every national auto insurance
carrier, which Moody's believe are "sticky" relationships and
result in a fairly predictable revenue stream. The stable outlook
considers the company's steady historical operating performance,
as well as reflects Moody's expectation that ABRA's growth
strategy will be prudently and economically executed. Ratings
could be downgraded if operating performance were to deteriorate
or financial policy decisions resulted in debt/EBITDA not
improving such that it began to trend towards 6.5 times over the
next 12-18 months. Ratings could be upgraded if debt/EBITDA was
sustained below 6 times and EBITA/interest was sustained above 2
times.

The B1 ratings on the proposed $70 million secured revolving
credit facility and the proposed $275 million senior secured first
lien term loan are due to their senior position in the capital
structure, the presence of the proposed Caa1-rated $130 million
senior secured second lien term loan, which provides support, and
follows the application of Moody's Loss Given Default methodology.

Headquartered in Brooklyn Park, Minnesota, ABRA, Inc. is a leading
provider of vehicle body and glass repair services, with around
250 locations in 19 states in the US. Annual revenues of around
$600 million are expected for FYE 2014.

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


ALLIED SYSTEM: Taps CLC & Colliers as Real Estate Brokers
---------------------------------------------------------
Allied System Holdings Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ:

  a) CRYE-LEIKE Commercial as real estate broker to the Debtors
     for property located in Tennessee nunc pro tunc to June
     30, 2014;

  b) Colliers International South Carolina Inc. as real estate
     broker to the Debtors for property located in South Carolina
     nunc pro tunc to August 11, 2014.

A hearing is set for Sept. 5, 2014 at 10:00 a.m. (EDT) to consider
the Debtors' application.  Objections, if any, were due Aug. 26,
2014 at 4:00 p.m. (EDT).

CLC is expected to:

  a) serve as exclusive agent for the sale of the Tennessee
     Property through Dec. 31, 2014;

  b) prepare a marketing package and other materials regarding the
     sale of the Tennessee Property;

  c) exercise its best efforts on a continuing basis to promote
     the sale of the Tennessee Property and take all actions
     reasonable and necessary to procure a purchaser for the
     Property; and

  d) cooperate with other licensed real estate brokers in
     connection with the sale of the Tennessee Property.

Colliers Services will:

  a) serve as exclusive agent for the sale of the South Carolina
     Property through Dec. 31, 2014;

  b) employ its best efforts and the best efforts of it's agents
     and staff to secure a contract of sale for the South Carolina
     Property upon such terms as may be agreeable to the Debtors;

  c) advertise the South Carolina Property as Colliers deems
     advisable in those advertising media of merit customarily
     used in the area; and

  d) furnish such additional information as is necessary to
     cooperating real estate brokers and assisting such brokers
     in effecting a sale of property.

The Debtors tell the Court that CLC will be compensated for its
services through a commission of 7% of accepted sale price in cash
from escrow at the closing of the sale of the Tennessee Property.
The Debtors will also pay CLC a $195 flat fee commission at any
such closing.

The Debtors note Colliers will be paid a commission of 6% of the
gross consideration upon the sale or exchange of the South
Carolina Property, whether made by Colliers or any other person
during the exclusive period that expires on Dec. 31, 2014.
Further, Colliers has agreed to accept a 3.5% commission if the
South Carolina Property is sold to either UPS or the United Road
Services Inc.

The Debtors assure the Court that the firms are "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

CLC can be reached at:

  Eric Fuhrman
  President
  CRYE-LEIKE Commercial
  1819 Broadway
  Nashville, TN 37203
  Tel: (615) 373-3456
       (866) 678-3456 (Toll Free)
  Fax: (615) 221-2185

Colliers can be reached at:

  Dave Matthews
  Senior Brokerage Associate
  Colliers International South Carolina Inc.
  1301 Grevais Street, Suite 600
  Columbia, SC 29201
  Tel: + 1803 254 2300
  Fax: + 1803 252 4532

                About Allied Systems Holdings, Inc.

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. first filed for chapter 11 protection (Bankr.
N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005.
Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the
Debtors in the 2005 case.  Allied won confirmation of a
reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., and Jeffrey W. Kelley, Esq., at
Troutman Sanders, Gowling Lafleur Henderson.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

In January 2014, the U.S. Trustee for Region 3 appointed a three-
member Official Committee of Retirees.

Yucaipa Cos. has 55% of the senior debt and took the position it
had the right to control actions the indenture trustee would take
on behalf of debt holders.  The state court ruled in March 2013
that the loan documents didn't allow Yucaipa to vote.

In March 2013, the bankruptcy court also gave the official
creditors' committee authority to sue Yucaipa.  The suit includes
claims that the debt held by Yucaipa should be treated as equity
or subordinated so everyone else is paid before the Los Angeles-
based owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


AMERICAN AIRLINES: FA Union to Represent USAir Attendants
---------------------------------------------------------
Susan Carey, writing for The Wall Street Journal, reported that a
federal agency has certified the Association of Professional
Flight Attendants, the American Airlines flight attendants union,
as the bargaining agent for the US Airways attendants as well.
According to the report, the combined group has about 24,000
members, but the 8,500 cabin crew members from US Airways will
leave the Association of Flight Attendants union once the two
groups reach agreement with American Airlines Group Inc. on a
joint labor contract and that pact is ratified.

                     About American Airlines

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

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

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

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

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

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

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

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

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

                      *     *     *

The Troubled Company Reporter, on Sep. 2, 2014, reported that
Standard & Poor's Ratings Services revised its rating outlooks on
American Airlines Group Inc. (AAG) and its subsidiaries American
Airlines Inc. and US Airways Inc. to positive from stable.  At the
same time, S&P affirmed its ratings on the companies, including
the 'B' corporate credit ratings.


ARCHDIOCESE OF MILWAUKEE: $4.39-Mil. Note May Extend to June 2015
-----------------------------------------------------------------
U.S. Bankruptcy Judge Susan V. Kelley has authorized the Diocese
of Milwaukee to enter into an agreement extending the maturity of
term indebtedness to Park Bank, execute a promissory note
evidencing the extension and continue to pay accrued interest as
and when required by the promissory note.

As a result, the Debtor may extend the maturity of its $4,390,000
note to Park Bank to the earlier of (i) June 30, 2015, or (ii) the
effective date of Debtor's plan of reorganization, while
maintaining the current non-default loan interest rate of 5.25%.

                  About Archdiocese of Milwaukee

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

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

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

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

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


ARXX CORP: Court Issues Final Decree on Chapter 15 Case
-------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware issued an order recognizing the final order
of the Ontario Superior Court of Justice and approving entry of a
final decree closing the Chapter 15 case of ARXX Corporation and
its debtor-affiliates.

The case is In re ARXX Corp., 13-bk-13313, U.S. Bankruptcy Court,
District of Delaware (Wilmington).  Judge Kevin J. Carey presides
over the Chapter 15 case.  The Debtor is represented by Duff &
Phelps Canada Restructuring Inc. as receiver and foreign
representative.  Duff & Phelps is in turn represented by Matthew
Barry Lunn, Esq., Justin P. Duda, Esq., and Ian J. Bambrick, Esq.,
at Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, as
U.S. bankruptcy counsel.


AS SEEN ON TV: Files Financial Statements of Infusion Brands
------------------------------------------------------------
As Seen On TV, Inc., previously entered into an Agreement and Plan
of Merger with Infusion Brands International, Inc., Infusion
Brands, Inc., a wholly owned subsidiary of IBI, and ASTV Merger
Sub, Inc., a wholly owned subsidiary of the Company.  All of the
closing conditions included in the Merger Agreement were satisfied
on April 2, 2014, and the merger closed.

On Aug. 29, 2014, As Seen on TV filed with the U.S. Securities and
Exchange Commission the audited financial statements of Infusion
and the related pro forma financial statements for the Company.

For the year ended Dec. 31, 2013, Infusion reported a net loss of
$3.99 million compared to a net loss of $9.44 million during the
prior year.  As of Dec. 31, 2013, Infusion had $2.29 million in
total assets, $23.50 million in total liabilities and a $21.20
million total shareholders' deficit.

The audited financial statements of Infusion at Dec. 31, 2013, and
2012 and for the years ended Dec. 31, 2013, and 2012 are available
for free at http://is.gd/85DKIN

A copy of the Unaudited Pro Forma Condensed Consolidated Financial
Statements is available at http://is.gd/rrpqOy

                         About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.

As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into
an Agreement and Plan of Merger with eDiets Acquisition Company
("Merger Sub"), eDiets.com, Inc., and certain other individuals.
Pursuant to the Merger Agreement, Merger Sub will merge with and
into eDiets.com, and eDiets.com will continue as the surviving
corporation and a wholly-owned subsidiary of the Company.  The
Merger Agreement was completed on April 2, 2014.

The Company incurred a net loss of $9.32 million on $1.98 million
of revenues for the year ended March 31, 2014, as compared with
net income of $3.69 million on $9.40 million of revenues for the
year ended March 31, 2013.  The Company's balance sheet at
March 31, 2014, showed $5.78 million in total assets, $3.58
million in total liabilities and $2.20 million in total
stockholders' equity.

EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2014.  The independent auditors noted that
the Company's recurring losses from operations and negative cash
flows from operations raise substantial doubt about its ability to
continue as a going concern.

                         Bankruptcy Warning

The Company stated in the Fiscal 2014 Annual Report, "At March 31,
2014, we had a cash balance of $5,400, a working capital deficit
of approximately $2.9 million and an accumulated deficit of
approximately $22.9 million.  We have experienced losses from
operations since our inception, and we have relied on a series of
private placements and convertible debentures to fund our
operations.  The Company cannot predict how long it will continue
to incur losses or whether it will ever become profitable."

Pursuant to a Senior Note Purchase Agreement dated as of April 3,
2014, by and among the Company, IBI, Infusion, eDiets.com, Inc.,
Tru Hair, Inc., TV Goods Holding Corporation, Ronco Funding LLC --
Credit Parties -- and MIG7 Infusion, LLC, the Credit Parties sold
to MIG7 a senior secured note having a principal amount of
$10,180,000 bearing interest at 14% and having a maturity date of
April 3, 2015.

The Company added, "We have undertaken, and will continue to
implement, various measures to address our financial condition,
including:

   * Significantly curtailing costs and consolidating operations,
     where feasible.

   * Seeking debt, equity and other forms of financing, including
     funding through strategic partnerships.

   * Reducing operations to conserve cash.

   * Deferring certain marketing activities.

  * Investigating and pursuing transactions with third parties,
    including strategic transactions and relationships.

There can be no assurance that we will be able to secure the
additional funding we need.  If our efforts to do so are
unsuccessful, we will be required to further reduce or eliminate
our operations and/or seek relief through a filing under the U.S.
Bankruptcy Code."


ATLS ACQUISITION: Court Issues Bridge Order on Lease Deadline
-------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware issued a bridge order extending the deadline
of ATLS Acquisition LLC and its debtor-affiliates to assume or
reject unexpired non-residential leases to Nov. 30, 2014.

A final hearing is set for Oct. 8, 2014 at 9:30 a.m. to consider
the Debtors' request.  Objections, if any, are due Oct. 1, 2014 at
4:00 p.m.

According to the Debtors, the extension of time will provide them
with the time and flexibility they need to negotiate with
constituents on a plan or sale structure and coordinate the
orderly assumption or rejection of the unexpired leases in
conjunction with the formulation of their plan or sale in a way
that will maximize value for the Debtors and their estates.

The Debtors note that the lessors under the unexpired leases will
not be prejudiced by the extension.  The Debtors add that they are
current in all of their post-petition rent payments and other
contractual obligations with respect to the unexpired leases.  The
Debtors say they intend to continue to timely pay all rent
obligations on the unexpired leases until they are either rejected
or assumed.

                      About Liberty Medical

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

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

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

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

                           *     *     *

As previously reported by The Troubled Company Reporter, ATLS
Acquisition, LLC, et al., filed with the U.S. Bankruptcy Court for
the District of Delaware a joint plan of reorganization and an
accompanying disclosure statement, which propose to fund a
liquidating trust with proceeds from the sale of the Debtors'
assets.  A full-text copy of the Disclosure Statement dated
Aug. 15, 2014, is available at http://is.gd/aLMnQP


B&B ALEXANDRIA: Amends Schedules of Assets and Liabilities
----------------------------------------------------------
B&B Alexandria Corporate Park TIC 17 LLC filed an amended summary
of schedules of assets and liabilities in the U.S. Bankruptcy
Court for the Eastern District of Virginia, disclosing total
assets of $29,025,116, and total liabilities of $36,241,146.  A
full-text copy of the amended schedules is available for free at
http://is.gd/3owAB4

The Debtor's previous schedules showed total assets of $29,025,116
and total liabilities of $32,587,089.

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.


BENTLEY PREMIER: Golgart Can Retrieve Property at Amenity Center
----------------------------------------------------------------
U.S. Bankruptcy Judge Brenda T. Rhoades has granted Sandy
Golgart's motion for the Chapter 11 Trustee to release her
personal property.

Judge Rhoades' order directs the Chapter 11 Trustee to allow
Ms. Golgart access to the Amenity Center, and to certain areas of
the Model Home in which Ms. Golgart personal property has been
assembled, for the sole purpose of promptly retrieving all of Ms.
Golgart's personal property.

                       About Bentley Premier

Bentley Premier Builders, LLC, is a Texas limited liability
company in the business of selling high-end residential lots and
building high-quality luxury homes.  The Debtor owns and develops
lots, primarily in the two subdivisions known as Normandy Estates,
which straddles both Denton and Collin Counties, near the
intersection of Spring Creek Parkway and Midway Road in Plano, and
Wyndsor Pointe, which is located in Frisco off Stonebrook Parkway,
one-half mile west of the Dallas North Tollway.  The company has
100 vacant residential lots, with listing prices ranging from
$150,000 to $900,000.  In addition to these vacant lots, the
company owns a model house and an Amenities Center in Normandy
Estates, two houses in Wyndsor Pointe, some common areas and an
approximately 5-acre tract zoned for commercial use.

Bentley filed a Chapter 11 petition (Bankr. E.D. Tex. Case No.
13-41940) on Aug. 6, 2013 in Sherman, Texas.  The Debtor disclosed
$35,793,857 in assets and $30,428,782 in liabilities as of the
Chapter 11 filing.

The Phillip M. Pourchot Revocable Trust (led by co-trustee Phillip
M. Pourchot) and Sandy Golgart each hold a 50% member's interest
in the Debtor.  Ms. Golgart signed the bankruptcy petition.

The Debtor sought bankruptcy after Starside LLC, an entity owned
by Phillip Pourchot, acquired the note issued to Sovereign Bank
for a $7,250,000 loan, and served notice of its attempt to
foreclose upon properties securing the note.

Gerald P. Urbach, Esq., and Jason A. Katz, Esq., at Hiersche,
Hayward, Drakeley & Urbach, P.C., in Addison, Texas, serve as the
Debtor's counsel.

Judge Brenda Rhoades presides over the case.

A chapter 11 trustee was appointed following motions filed by the
U.S. Trustee and the Pourchot Trust.  Jason R. Searcy, the Chapter
11 trustee, tapped to employ Joshua P. Searcy, Esq., at Searcy &
Searcy, P.C. as attorneys, and Gollob, Morgan, Peddy & Co., P.C.,
as accountants.

The deadline to file claims against and interest in the Debtor
was Dec. 5, 2013.  Governmental entities had until Feb. 3, 2014,
to file proofs of claim.

Golgart is represented by Mark A. Castillo, Esq., and Joshua L.
Shepherd, Esq., at Curtis | Castillo PC; and John T. Palter, Esq.,
and Kimberly M. J. Sims, Esq., at Palter Stokley Sims Wright PLLC.

The Pourchot Parties are represented by Mark E. Andrews, Esq., and
Aaron M. Kaufman, Esq., at Cox Smith Matthews Incorporated; and
Laura L. Worsham, Esq., and Lynn Schleiner, Esq., at Jones, Allen
& Fuquay, LLC.


BOSTON THERAPEUTICS: Incurs $1.21-Mil. Net Loss in June 30 Quarter
------------------------------------------------------------------
Boston Therapeutics, Inc., filed its quarterly report on Form 10-
Q, disclosing a net loss of $1.21 million on $21,391 of revenue
for the three months ended June 30, 2014, compared with a net loss
of $519,238 on $2,118 revenue for the same period in 2013.

The Company's balance sheet at June 30, 2014, showed $2.57 million
in total assets, $791,825 in total liabilities and total
stockholders' equity of $1.77 million.

"The Company has limited resources and operating history. As shown
in the accompanying financial statements, the Company has an
accumulated deficit of approximately $10.1 million and $1.5
million cash on hand as of June 30, 2014. The Company raised
$250,000 in gross proceeds in private placements during the six
months ended June 30, 2014.  The future of the Company is
dependent upon its ability to obtain financing and upon future
profitable operations from the development of its new business
opportunities.  Management plans to seek additional capital
through private placements and public offerings of its common
stock.  There can be no assurance that the Company will be
successful in accomplishing its objectives.  Without such
additional capital, the Company may be required to cease
operations," according to the regulatory filing.

"These conditions raise substantial doubt about the Company's
ability to continue as a going concern."

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

                       http://is.gd/QukfYU

Boston Therapeutics, Inc., is a pharmaceutical company, which
engages in the development, manufacture, and commercialization of
novel compounds based on complex carbohydrate chemistry. Its
products include therapeutic modules such as BTI320, Ipoxyn, and
Oxyfex. The company was founded by David Platt and Kenneth A.
Tassey Jr. on August 24, 2009 and is headquartered in Manchester,
NH.


BIOLASE INC: Reports $6.44-Mil. Net Loss for June 30 Quarter
------------------------------------------------------------
BIOLASE, Inc., filed its quarterly report on Form 10-Q, disclosing
a net loss of $6.44 million on $10.19 million of net revenue for
the three months ended June 30, 2014, compared with a net loss of
$2.57 million on $14.25 million of net revenue for the same period
last year.

The Company's balance sheet at June 30, 2014, showed
$26.4 million in total assets, $23.49 million in total liabilities
and total stockholders' equity of $2.9 million.

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

                       http://is.gd/VgDphu

                       About BIOLASE, Inc.

Irvine, Calif.-based BIOLASE, Inc., incorporated in Delaware in
1987, is a biomedical company that develops, manufactures, and
markets lasers in dentistry and medicine.  The Company currently
operates in one business segment with laser systems that are
designed to provide clinically superior performance for many types
of dental procedures with less pain and faster recovery times than
are generally achieved with drills, scalpels, and other dental
instruments.  The Company also markets and distributes dental
imaging equipment and other products designed to improve
technologies for applications and procedures in dentistry and
medicine.


BROWN & BROWN: S&P Assigns Prelim. 'BB+' Subordinated Debt Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' long-term
corporate credit rating to U.S.-based insurance services firm
Brown & Brown Inc.  S&P also assigned a preliminary 'BBB-'
unsecured debt rating, a preliminary 'BB+' subordinated debt
rating, and a 'BB' preliminary preferred stock rating in
accordance with the company's shelf filing.

The rating on Brown & Brown reflects the company's satisfactory
business risk profile and intermediate financial risk profile.
Founded in 1939, Brown & Brown provides insurance broking and
related services, primarily in the U.S. property/casualty (P/C)
and employee benefits insurance middle markets.  The company
operates in four segments: retail brokerage (approximately 54% of
revenues), national programs (21% of revenues), wholesale
brokerage (15% of revenues), and services (10% of revenues).

"We view Brown & Brown's business risk profile (BRP) on the lower
end of the satisfactory category.  The company's competitive
position benefits from its favorable market position (sixth-
largest broker in Business Insurance's U.S. rankings), good
product and geographic diversification in its U.S. markets,
negligible client or carrier concentrations, and successful
acquisition track record.  The company's competitive position is
also enhanced by our view of its above-average profitability
relative to its insurance broker peers," said Standard & Poor's
credit analyst Julie Herman.  "The company has demonstrated
sustainable peer-leading margins in the insurance brokerage arena
(adjusted EBITDA margin of 38% for full- year 2013) driven by its
strategic emphasis on high-margin businesses, keen focus on
operational efficiency and lean and decentralized operating
structure.  Performance trends remained favorable this past year,
with total revenues up 15% for the 12 months ended June 30, 2014,
to $1.5 billion due to robust acquisition activity, favorable
organic growth (about 3%), and an adjusted EBITDA margin of 37%.
Mitigating these strengths is the company's participation and
narrow focus in the highly competitive, fragmented, and cyclical
middle-market insurance brokerage industry.  While the company is
one of the largest brokers focusing in the U.S. middle market, the
company does not have a significant market share in its target
market (less than 5%) due to the high number of competitors.  This
contrasts with the very limited number of players in the large
account space given the level of sophistication and expertise
required to service this market.  Also mitigating the company's
business profile is its geographic concentration in its top 16
states (more than 80% of revenues) and lack of international
diversification."

"Our intermediate financial risk profile (FRP) includes our base-
case calculation of leverage of 2x-2.5x for 2014.  Brown & Brown
is a publicly traded company with a conservative financial policy
posture.  It has historically accessed both bank and private
placement markets.  As the company continues its growth strategy,
we believe it may look to broaden its access to various funding
sources.  However, as funding sources are broadened, management
and the board are committed to maintaining low leverage--within a
target of 1.5x-2.5x EBITDA.  This contrasts to other rated middle
market broker peers, nearly all of whom are owned by financial
sponsors that generally have aggressive financial policies
resulting in leverage levels typically well in excess of 5x.  Our
FRP assessment incorporates our belief that management will
continue to balance its capital allocation priorities of
shareholder returns, acquisitions, and internal investments in the
business within financial leverage levels no greater than 2.5x on
a long-term basis," S&P said.

Based on S&P's criteria, the combination of a satisfactory BRP and
an intermediate FRP results in a split anchor rating of 'bbb/
bbb-'.  S&P applies the lower of the anchor scores because of its
view that its BRP is on the lower end of the satisfactory
category.  For example, Brown & Brown significantly lags Willis,
also a satisfactory BRP, in terms of scale, technological
capabilities, and geographic diversification.

The stable outlook reflects S&P's expectation that Brown & Brown
will continue to sustain its satisfactory business position,
demonstrated through continued profitable growth and peer-leading
margins of37%-40% while maintaining financial leverage levels no
greater than 2.5x on a run-rate basis.

"We could lower the ratings if weaker-than-expected insurance or
economic conditions, operational problems, or more aggressive
financial policy result in Brown & Brown's adjusted debt-to-EBITDA
ratio increasing to more than 2.5x or its FFO-to-debt ratio
declining to less than 30% for a prolonged period," Ms. Herman
continued.  "We could also lower the ratings if the company's
business position deteriorates from satisfactory to fair, which
would likely occur if the company no longer demonstrates above
average profitability including peer-leading margins."

S&P views rating upside as unlikely over the next two years.
However, S&P would consider a ratings upgrade if Brown & Brown is
able to improve credit measures, including leverage of less than
1.5x and a FFO-to-debt ratio approaching 60%.  S&P would also need
to believe that Brown & Brown will maintain a financial policy
that would allow it to sustain credit measures at these levels.
S&P would also consider a rating upgrade if the company's business
profile materially improves through significantly increased
diversification and scale while sustaining above-average
profitability.


BUILDING MATERIALS: Moody's Hikes Corporate Family Rating to B2
---------------------------------------------------------------
Moody's Investors Service upgraded Building Materials Holding
Corporation's ("BMC") Corporate Family Rating to B2 from B3 and
its Probability of Default Rating to B2-PD from B3-PD based on
Moody's expectations that BMC's operating performance will
continue to improve, resulting in better debt credit metrics. The
rating outlook is stable.

The following ratings/assessments were affected by this action:

Corporate Family Rating upgraded to B2 from B3;

Probability of Default Rating upgraded to B2-PD from B3-PD; and,

Sr. Sec. Notes due 2018 upgraded to B3 (LGD5) from Caa1 (LGD4).

Ratings Rationale

The upgrade of BMC's Corporate Family Rating to B2 from B3 results
from better than expected performance. BMC is benefitting from
growth in the new housing construction sector, the primary driver
of its revenues. Although BMC operates mainly in western United
States and Texas, the national trends for housing bode well for
BMC. Moody's estimates that new housing starts will be in the
975,000 -- 1.0 million range for 2014, and up to 1.1 million to
1.2 million in 2015.

Over the next 12-18 months, Moody's project BMC's EBITDA margins
expanding towards high single digits due to higher volumes and
better pricing. This operational improvement will translate into
better credit metrics. Interest coverage - measured as (EBITDA-
Capex)-to-interest expense - could approach 2.5x for 2015 compared
to 1.9x for LTM 2Q14, and debt-to-EBITDA nearing 3.25x by the end
of 2015 compared to 4.0x as of June 30, 2014 (all ratios
incorporate Moody's standard adjustments).

The stable rating outlook incorporates Moody's view that BMC's
debt credit metrics will be more supportive of its B2 Corporate
Family Rating over the near-term. Also, revolver availability and
lack of near-term maturities give BMC the financial resources to
support growth initiatives.

The upgrade of BMC's senior secured note to B3 from Caa1 results
directly from the higher corporate family rating, a key driver in
the loss given default analysis.

An upgrade of BMC's ratings is possible if the company continues
to benefit from new housing construction growth and exceeds
Moody's forecasts by generating significant levels of operating
earnings and free cash flow. Operating performance that results in
(EBITDA-Capex)-to-interest expense above 3.0x and debt-to-EBITDA
sustained near 3.0x (all ratios incorporate Moody's standard
adjustments) could result in positive ratings momentum.

Factors that could result in negative rating actions include
operating performance falling below Moody's expectations due to an
erosion in the company's financial performance due to an
unexpected decline in BMC's end market. (EBITDA-Capex)-to-interest
expense sustained below 1.5x or debt-to-EBITDA sustained above
5.0x could result in rating pressures (all ratios incorporate
Moody's standard adjustments). A deteriorating liquidity profile,
large dividends, or significant debt-financed acquisitions could
also pressure the ratings.

Building Materials Holding Corp., headquartered in Boise, ID, but
relocating to Atlanta, GA, is a supplier of lumber and building
materials, trusses and millwork, and construction services for the
domestic residential new construction sector primarily western
United States and Texas. Davidson Kempner Capital Management LLC
and Robotti & Company, through their respective funds, are the
largest owners combined of BMC. Revenues for the 12 months ending
June 30, 2014 total approximately $1.3 billion.

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


BUILDERS FIRSTSOURCE: S&P Affirms 'B' Corp. Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Dallas-based Builders FirstSource Inc. The
outlook is stable.

At the same time, S&P has raised its issue-level rating on the
company's $350 million senior secured notes due 2021 to 'B' (the
same as the corporate credit rating) from 'B-'.  S&P has revised
the recovery rating to '4', indicating its expectation of average
(30% to 50%) recovery for bondholders in the event of a payment
default, from '5'.

The stable outlook reflects S&P's view that Builders FirstSource
will increase sales and EBITDA as U.S. residential construction
continues to recover from an historic downturn.

"We expect housing starts to top one million units in 2014, the
first time this has occurred since 2007. In this environment, we
expect the company to post sales of about $1.5 billion, with
EBITDA approaching $100 million," said Standard & Poor's credit
analyst Pablo Garces.  "This would result in a decline in leverage
to below 5x EBITDA. Still, our view of financial risk as highly
leveraged incorporates the risk of future volatility in EBITDA and
leverage measures given the company's correlation to cyclical home
construction as well as the risk of subsequent leveraging in
accordance with our criteria for companies owned by financial
sponsors."

S&P views a downgrade to be unlikely, given its favorable outlook
for U.S. residential construction over the next 12 months.
However, one could occur if leverage were to increase and remain
above 5x.  This could occur if management adopted more aggressive
financial policies such as leveraged share repurchases or debt-
financed acquisitions.

S&P would upgrade Builders FirstSource if leverage dropped and S&P
expected it to stay below 4x EBITDA, or if the company's financial
sponsors sold its ownership stake down below 40%.  In this
scenario, S&P would view the company's financial risk as
"significant."  Alternatively, S&P would raise its rating if the
company demonstrated less earnings volatility such that S&P viewed
business risk as "weak."  S&P do not ascribe a high probability to
either upside scenario over the next 12 months.


CABEL PROPERTIES: Court Dismisses Chapter 11 Bankruptcy Case
------------------------------------------------------------
The Hon. John J. Thomas of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania dismissed the Chapter 11 case of
Cabel Properties on the ground of bad faith, at the behest of
Middle Creek and William R. Goodwin.

As reported in the Troubled Company Reporter on Aug. 28, 2014,
the Movants allege that the filing of the chapter 11 case by the
debtor is a means to obtain a tactical litigation advantage in
connection with a contract dispute between the parties.

On January 26, 2009, Middle Creek and Goodwin entered into a
purchase agreement with George P. Cabel, the Debtor's owner, for
the purchase of a property. The purchase agreement expressly
states that the sale of the property to Mr. Cabel is subject to
the existing lease between Goodwin and E.R. Linde Construction
Corp. and to the right of first refusal between Goodwin and Linde.

Linde exercised its right of first refusal and obtained on June 7,
2013, an injunction prohibiting the sale of the property. On May
2, 2013, the Movants entered into a mutual release agreement with
Mr. Cabel. The agreement required the closing of the sale by
August 30, 2013. However, it was only on February 24, 2014 that
the Movants reached a settlement, resulting in the recording of a
deed which granted a 50% undivided interest in the property to
Goodwin and a 50% undivided interest to Linde.

The Debtor files it objection to the motion to dismiss the
Chapter 11 case.

On May 20, 2014, the Debtor commenced a chapter 11 case for the
purpose of assuming the purchase agreement, as modified by the
mutual release agreement, and to consummate the sale of the
property.

The Debtor asserted that the court has exclusive jurisdiction to
assume the purchase agreement under section 365 of the bankruptcy
code. Hence, the commencement of the chapter 11 case is not
tainted with bad faith as it is the court that has the appropriate
forum to adjudicate the propriety of its assumption of the mutual
release agreement, a remedy available exclusively in the
bankruptcy forum.

On the other hand, relative to the filing of the Movants of the
motion to dismiss, Linde seeks to intervene by requesting the
court to declare the purchase agreement terminated, not capable of
assumption and time-barred under its own term and under the
provisions of the bankruptcy code.

In opposition to the intervention of Linde, the Debtor asserts
that Linde does not hold a claim, and is not a creditor, within
the meaning of the Bankruptcy Code.

                     About Cabel Properties

Cabel Properties, LLC, filed a Chapter 11 petition (Bankr. M.D.
Pa. Case No. 14-02370) in Wilkes-Barre, Pennsylvania, on May 20,
2014.  The Debtor estimated assets of $10 million to $50 million
and debt of $50,000 to $100,000.  Judge John J Thomas oversees the
case.  The Tafton, Pennsylvania-based company is represented by
Jeffrey D Kurtzman, Esq., at Klehr, Harrison, Harvey, Branzburg
LLP, in Philadelphia, as counsel.


CAESARS ENTERTAINMENT: Bondholders Sue Co. Over 'Backroom' Deal
---------------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported
that bondholders sued Caesars Entertainment Operating Co. over the
casino giant's recently worked out a "backroom" deal to aid one
group of creditors and hurt others.  According to the report, in a
lawsuit filed with U.S. District Court in Manhattan, holders of
more than $20 million in Caesars bonds due in 2016 and 2017
accused the company of "self-dealing" and "collusion" when it
repurchased and retired nearly some of its debt last month.

                   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.  As of
June 30, 2014, the Company had $27.06 billion in total assets,
$29.64 billion in total liabilities and a $2.57 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'.


CALIFORNIA COMMUNITY: Has Access to Cash Until Sept. 30
-------------------------------------------------------
California Community Collaborative Inc. asks the U.S. Bankruptcy
Court for the Eastern District of California to approve a
stipulation with secured creditor California Bank and Trust
allowing the Debtor's use of cash collateral until the end of
September.

Under the stipulation, for the period July 1, 2014, through
Sept. 30, 2014, the Debtor may use rents collected from its
property to pay those administrative expenses and operating
expenses in the ordinary course of business.  The Debtor may pay
expenses for each month in no more than the amounts set forth in
the Exhibits, within a 10% variance in each listed category.

No later than Aug. 15, 2014 and again no later than Sept. 15,
2014, the Debtor will pay the Bank, from the segregated account,
the sum of $31,500.  This turnover of rents is intended as
adequate protection for the Bank's interest in the Debtor's
property and the cash collateral.

The Bank will be granted a replacement lien and security interest
in and to all assets to which its prepetition lien would have
attached but for the filing of the Debtor's bankruptcy case.  The
priority of the postpetition lien granted to the Bank will be in
the same priority, nature, extent, and subject to the same
infirmities, if any, as existed on the Petition Date.

California Community Collaborative, Inc., filed a Chapter 11
bankruptcy petition (Bankr. E.D. Cal. Case No. 14-26351) on
June 17, 2014.  Merrell G. Schexnydre, the company's president,
signed the petition.  The Debtor estimated assets of at least $10
million and liabilities of $1 million to $10 million.  The Debtor
is represented by Meegan, Hanschu & Kassenbrock.  Judge
Christopher M. Klein presides over the case.


CALMARE THERAPEUTICS: Faces Suit Over Alleged Breach of Contract
----------------------------------------------------------------
Calmare Therapeutics Incorporated disclosed with the U.S.
Securities and Exchange Commission that on Aug. 18, 2014, it
received a notice that Timothy Conley filed a complaint against
the Company in the United States District Court for the District
of Rhode Island (CA14-288 ML-PAS).

The complaint alleges that the Company's former acting interim
CEO, Johnnie Johnson, and the Plaintiff entered into an agreement
whereby the Company agreed to make payments to Mr. Conley.  Among
other allegations, the Plaintiff claims that the Company's
nonpayment to him constitutes a breach of contract.

The Company believes it has meritorious defenses to the
allegations and the Company intends to vigorously defend against
the litigation.

                     About Calmare Therapeutics

Calmare Therapeutics Incorporated, formerly known as Competitive
Technologies, Inc., provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

On Aug. 20, 2014, Competitive Technologies, Inc. changed its name
to Calmare Therapeutics Incorporated, pursuant to the filing of an
Amendment to the Company's Articles of Incorporation with the
Secretary of State of the State of Delaware.

Competitive Technologies incurred a net loss of $3 million on
$546,139 of gross profit from product sales in 2012, as compared
with a net loss of $3.59 million on $1.86 million of gross profit
from product sales in 2011.  The Company's balance sheet at
June 30, 2014, showed $4.48 million in total assets, $10.89
million in total liabilities and a $6.41 million total
shareholders' deficit.

Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman
McCann P.C.), in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that at Dec. 31,
2012, the Company has incurred operating losses since fiscal year
2006.


CANADA TOBACCO: In Bankruptcy; Creditors Meeting on Sept. 8
-----------------------------------------------------------
A bankruptcy order was made against Canada Tobacco & Global Inc.
on August 19, 2014, by the Superior Court of Justice in the
province of Ontario.

A first meeting of creditors will be held Sept. 8, 2014, at 11
a.m. at the office of the case trustee.  To be eligible to vote,
creditors must file with the trustee, prior to the meeting, proofs
of claim and, where necessary, proxies.

The trustee may be reached at:

     DODICK LANDAU
     4646 Dufferin St., Suite 6
     Fax: 416-649-7725
     E-mail: Stephanie@dodicklandau.ca


CHC-CLP OPERATOR: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------
Affiliates of New Louisiana Holdings, LLC (Case No. 14-50756) that
filed separate Chapter 11 bankruptcy petitions:

     Debtor                                  Case No.
     ------                                  --------
     CHC-CLP Operator Holding LLC            14-51104
     4 West Red Oak Lane, Suite 201
     White Plains, NY 10604

     SA-St. Petersburg LLC                   14-51101
     4 West Red Oak Lane, Suite 201
     White Plains, NY 10604

     SA-Clewiston LLC                        14-51102
     4 West Red Oak Lane, Suite 201
     White Plains, NY 10604

     SA-Lakeland LLC                         14-51103
     4 West Red Oak Lane, Suite 201
     White Plains, NY 10604

Chapter 11 Petition Date: September 3, 2014

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

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

                                     Estimated      Estimated
                                      Assets       Liabilities
                                     -----------   -----------
CHC-CLP Operator Holding LLC         $10MM-$50MM   $10MM-$50MM
SA-St. Petersburg LLC                $1MM-$10MM    $1MM-$10MM
SA-Clewiston LLC                     $1MM-$10MM    $1MM-$10MM
SA-Lakeland LLC                      $1MM-$10MM    $1MM-$10MM

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

List of CHC-CLP Operator's 12 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Capitalsource Bank                                   $2,051,000
4445 Willard Avenue
Chevy Chase, MD 20815

Clark Partington Hart Larry Bond       Trade             $5,445

Ecova                                  Trade               $265

Fowler White Boggs Banker P.A.         Trade             $1,572

Goldsmith, Grout & Lewis, P.A.         Trade            $11,503

Greenberg Traurig, LLP                 Trade            $26,220

Kitch Drutchas Wagner Valitutti        Trade               $957

Littler Mendelson, P.C.                Trade            $20,861

Peter A Lewis Law Offices              Trade             $1,522

Pitney Bowes Global Financial          Trade               $253
Services, LLC

Roth Doner Jackson, PLC                Trade            $13,991

Telephone Support Systems              Trade               $255

A list of SA-St. Petersburg LLC's 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/lawb14-51101.pdf

A list of SA-Clewiston's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/lawb14-51102.pdf

A list ofSA-Lakeland LLC's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/lawb14-51103.pdf


CLARK RETIREMENT: S&P Alters Outlook to Stable & Affirms BB Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from positive and affirmed its 'BB' long-term rating on the
Michigan Strategic Fund's series 2006 revenue bonds, issued for
Clark Retirement Community Inc.

"The stable outlook reflects our assessment of Clark's weakening
operations and maximum annual debt service (MADS) coverage during
fiscal 2014 continuing through the two-month year-to-date period
ended June 30, 2014," said Standard & Poor's credit analyst Robert
Dobbins.  During the past year, the senior leadership team turned
over, with a new CEO, a new CFO, and the restructuring of senior
staff to include five vice president executives.

"We believe management's focus on revenue growth through increased
occupancy is sound, as is the monitoring of staffing hours to
restrict expenditure growth," said Mr. Dobbins, "but we no longer
believe a positive outlook is warranted while operations are
declining."  At the same time, S&P does not believe a negative
outlook is appropriate given stable unrestricted cash and
investments during fiscal 2014, which it views as adequate for the
current rating.

"The 'BB' rating reflects our view of Clark's declining operating
margins during fiscal 2014 and year-to-date June 30, 2014,
together with a history of negative operating performance for the
past 10 fiscal years," added Mr. Dobbins. Other factors include:

   -- its history of inadequate adjusted MADS coverage, down to
      1.5x thorough June 30, 2014 and for fiscal 2014; and

   -- its recent turnover in senior leadership, although
      expectations for future performance are now set higher, in
      S&P's opinion.

"The stable outlook reflects our assessment of Clark's efforts to
implement new service offerings, which we expect will diversify
the revenue base and result in improved operations over time,"
said Mr. Dobbins.  S&P expects management will respond to recent
operation performance declines and will generate an improved
operating margin during fiscal 2015.  S&P also expects
unrestricted reserves will be maintained around current levels.

A negative rating action is possible during the one-year outlook
period if operating performance does not improve, MADS coverage
remains at or below 1.5x, and unrestricted reserves drop below
historical levels.  S&P could consider a positive rating action if
operations improve to better than break-even, leading to adjusted
MADS coverage above 2x, and if unrestricted reserves are
maintained around current levels.


CLEAN DIESEL: Incurs $1.19-Mil. Net Loss for Q2 Ended June 30
-------------------------------------------------------------
Clean Diesel Technologies, Inc., filed its quarterly report on
Form 10-Q, disclosing a net loss of $1.19 million on
$12.59 million of revenues for the three months ended June 30,
2014, compared to a net loss of $1.37 million on $12.55 million of
revenues for the same period last year.

The Company's balance sheet at June 30, 2014, showed
$33.9 million in total assets, $24.3 million in total liabilities
and total stockholders' equity of $9.60 million.

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

                       http://is.gd/FPRf0J

Ventura, Calif.-based Clean Diesel Technologies, Inc. (NASDAQ:
CDTI) -- http://www.cdti.com/-- is a global manufacturer and
distributor of heavy duty diesels and light duty vehicle emissions
control systems and products to automakers and retrofitters.  The
Company operates in two segments: Heavy Duty Diesel Systems
division and Catalyst division.  The Company's Heavy Duty Diesel
Systems division specializes in the design and manufacture of
verified exhaust emissions control solutions.  Its Catalyst
division produces catalyst formulations to reduce emissions from
gasoline, diesel and natural gas combustion engines.


COLOR STARGROWERS: Has Until October 9 to Solicit Plan Votes
------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas extended the exclusive period of Color
Star Growers of Colorado Inc. and its debtor-affiliates to solicit
acceptances of their Chapter 11 plan until Oct. 9, 2014.

                         About Color Star

Color Star, a grower and wholesaler of flowers and nursery stock
with greenhouses and distribution centers in Colorado, Missouri
and Texas, filed for Chapter 11 bankruptcy protection in December
2013.

Color Star Growers of Colorado, Inc., and two affiliates filed
Chapter 11 bankruptcy petitions (Bankr. E.D. Tex. Case Nos.
13-42959 to 13-42961) on Dec. 15, 2013, in Sherman, Texas.  The
petitions were signed by Brad Walker, chief restructuring officer.
The Debtors estimated assets of at least $10 million and
liabilities of at least $50 million.

Marcus A. Helt, Esq., and Evan R. Baker, Esq., at Gardere Wynne
Sewell LLP, serve as the Debtors' counsel.  Simon, Ray & Winikka
LLP serves as special conflicts counsel.  SSG Advisors, LLC
provides investment banking services, and UpShot Services LLC
serves as claims, noticing and balloting agent.

The Official Committee of Unsecured Creditors appointed in the
Debtors' cases retained Gavin/Solmonese, LLC as financial
advisors; and Raymond J. Urbanik, Esq., Deborah M. Perry, Esq.,
Thomas Berghman, Esq., and Isaac J. Brown, Esq., at Munsch Hardt
Kopf & Harr, PC as attorneys.


COYOTE MOON: Bankruptcy Court Dismisses Chapter 11 Case
-------------------------------------------------------
A bankruptcy judge dismissed the Chapter 11 case of Coyote Moon
L.P. at the behest of the U.S. Trustee.

The bankruptcy court, in its order stated that the Debtor did not
file any opposition to the motion for dismissal.  The court
ordered the Debtor pay $650 in unpaid quarterly fees to the U.S.
Trustee.

As reported in the TCR on July 7, 2014, Peter C. Anderson, U.S.
Trustee for Region 16, sought the dismissal, stating that the
Debtor lost possession and title to its primary asset and thereby
lacked the ability to generate income to reorganize.  The U.S.
Trustee added that dismissal is also necessary because the Debtor
has not filed any monthly operating reports and has failed to
comply with the U.S. Trustee Guidelines applicable to debtors-in-
possession.

Coyote Moon is a single asset real estate entity.  The U.S.
Trustee recounted that on Jan. 14, 2014, the Court found that
the Debtor filed chapter 11 in bad faith as part of a scheme to
hinder, delay and defraud creditors from exercising their state
law remedies with respect to two properties.  The Court granted a
lender permission to foreclose and the lender recently completed
its foreclosure efforts.  As a result, the Debtor does not own any
property to manage or a business to operate, does not generate
cash flow, and does not claim any future sources of income or
revenue.

After the Court granted stay relief, the Debtor and its counsel
lost interest in the case, the U.S. Trustee said.  The Debtor did
not file any monthly operating reports or pay its quarterly fees.
The Debtor's counsel did not file an employment application.  The
Debtor's failure to comply with the debtor-in-possession reporting
requirements constitutes "cause" to dismiss.

                         About Coyote Moon

San Bernardino, California-based Coyote Moon L.P. filed a Chapter
11 bankruptcy petition (Bankr. C.D. Cal. Case No. 13-30080) in
Riverside, California, on Dec. 17, 2013.  The Debtor estimated
assets of at least $10 million and liabilities of between
$1 million and $10 million.  Gil Rodriguez, Jr., signed the
petition as general partner.  Stephen R Wade, Esq., at The Law
Offices of Stephen R Wade, serves as the Debtor's counsel.  Judge
Wayne E. Johnson presides over the case.


CRYOPORT INC: Four Directors Re-elected to Board
------------------------------------------------
Cryoport, Inc., held its 2014 annual meeting of stockholders on
Aug. 29, 2014, at which the stockholders:

   (1) elected Richard G. Rathmann, Ramkumar Mandalam, Ph.D.,
       Jerrell W. Shelton and Edward J. Zecchini as directors;

   (2) ratified the Audit Committee's selection of KMJ Corbin &
       Company LLP as the Company's independent registered public
       accounting firm for the fiscal year ending March 31, 2015;

   (3) approved an amendment to the Company's 2011 Stock Incentive
       Plan to increase the number of shares of the Company's
       common stock available for issuance thereunder by 1,500,000
       shares; and

   (4) approved, on an advisory basis, the compensation of the
       named executive officers.

Also on August 29, the Board of Directors of Cryoport reelected
Richard G. Rathmann, Ramkumar Mandalam, Ph.D, Jerrell W. Shelton
and Edward J. Zecchini to serve as directors.

                           About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

Cryoport reported a net loss of $19.56 million on $2.65 million of
revenues for the year ended March 31, 2014, as compared with a net
loss of $6.38 million on $1.10 million of revenues for the year
ended March 31, 2013.  As of June 30, 2014, the Company had $1.32
million in total assets, $2.38 million in total liabilities, all
current, and a $1.05 million total stockholders' deficit.

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2014.  The independent
auditors noted that the Company has incurred recurring operating
losses and has had negative cash flows from operations since
inception.  Although the Company has cash and cash equivalents of
$369,581 at March 31, 2014, management has estimated that cash on
hand, which include proceeds from convertible bridge notes
received in the fourth quarter of fiscal 2014, will only be
sufficient to allow the Company to continue its operations into
the second quarter of fiscal 2015.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.


CUI GLOBAL: Has Consulting Agreement With Relentless Ventures
-------------------------------------------------------------
CUI Global, Inc., entered into a 12-month consulting agreement
with Relentless Ventures, LLC, whereby the consultant agreed to
facilitate and obtain formal acceptance/sponsorship and sales of
the Company's natural gas technologies, including IRIS(R), GasPT2,
and VE Technology(R), through active solicitation with large US
pipeline companies with whom Consultant has existing
relationships.  This performance-based contract provides that
throughout the one year term and through the achievement of
certain specific milestones, up to 250,000 shares of restricted
common stock could be issued to Consultant.  A copy of the
contract is available for free at http://is.gd/1lQWvB

                          About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

CUI Global reported a net loss allocable to common stockholders of
$1.75 million in 2013, a net loss allocable to common stockholders
of $2.52 million in 2012 and a net loss allocable to common
stockholders of $48,763 in 2011.

As fo June 30, 2014, the Company had $100.36 million in total
assets, $27.96 million in total liabilities and $72.39 million in
total stockholders' equity.


CYCLONE POWER: Had $1.2MM Q2 Loss, Doubts 'Going Concern' Status
----------------------------------------------------------------
Cyclone Power Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting a net loss of $1.19 million on $140,527 of revenues for
the three months ended June 30, 2014, compared to a net loss of
$580,207 on $251,441 of revenues for the same period in 2013.

For the six months ended June 30, 2014, the Company reported a net
loss of $2.28 million on $140,527 of revenues compared to a net
loss of $1.24 million on $502,882 of revenues for the same period
during the prior year.

The Company's balance sheet at June 30, 2014, showed $1.31 million
in total assets, $3.65 million in total liabilities and a $2.34
million total stockholders' deficit.

Cumulative operating losses since inception are roughly $22.9
million.  The Company has a working capital deficit at June 30,
2014, of approximately $2.8 million.  The Company said there is no
guarantee whether it will be able to support its operations on a
long term basis.  This, according to the Company, raises doubt
about its ability to continue as a going concern.  If additional
funds cannot be raised or otherwise generated, the Company may be
forced to reduce staff, minimize its research and development
activities, or in a worst case scenario, shut-down operations.

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

                       http://is.gd/rz4Q92

                        About Cyclone Power

Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation.  The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.

Cyclone Power reported a net loss of $3.79 million on $715,382 of
revenues for the year ended Dec. 31, 2013, as compared with a net
loss of $3 million on $1.13 million of revenues for the year ended
Dec. 31, 2012.

Mallah Furman, in Fort Lauderdale, Florida, 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 dependence on outside financing, lack of
sufficient working capital, and recurring losses raises
substantial doubt about its ability to continue as a going
concern.


DETROIT, MI: Former VP Candidate Says City is ?Warning' to U.S.
---------------------------------------------------------------
David Shepardson, writing for The Detroit News, reported that
former Republican vice presidential candidate Paul Ryan says
Detroit's Chapter 9 bankruptcy is a warning to the United States
and compares the Motor City to the NBC post-apocalyptic drama
"Revolution."  According to the report, Ryan calls Detroit "a
warning about what our country might face if we do not rethink how
we are governing ourselves: a place full of good people with lots
of potential lost amid the wreckage of bad policies and failed
leadership."

                  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.


DORAL FINANCIAL: Deal Falls Apart In $229M Puerto Rico Tax Row
--------------------------------------------------------------
Law360 reported that a $229 million tax dispute between Doral
Financial Corp. and the government of Puerto Rico will likely go
to trial after the two sides failed to finalize a settlement
agreement, the company said in a regulatory filing.

According to the report, citing Doral attorney Matthew McGill of
Gibson Dunn & Crutcher LLP, talks fell through after Puerto Rico
requested changes to the deal and Doral rejected them.  Doral says
it is owed hundreds of millions of dollars in overpaid taxes,
Law360 related.

Doral Financial Corporation, headquartered in San Juan, Puerto
Rico, operates as the bank holding for Doral Bank, which provides
retail banking services to the general public and institutions,
primarily in Puerto Rico.

                           *     *     *

The Troubled Company Reporter, on May 9, 2014, reported that
Standard & Poor's Ratings Services said it lowered its issuer
credit rating on Doral Financial Corp. to 'CC' from 'CCC-' and
placed the rating on CreditWatch with negative implications.

The TCR, on May 7, 2014, reported that Fitch Ratings has
downgraded Doral Financial Corp.'s (DRL) Issuer Default Rating
(IDR) to 'C' from 'CCC' and Viability Rating (VR) to 'c' from
'ccc', respectively.  Long-term IDRs of 'C' and VRs of 'c'
indicate that default appears imminent or inevitable.

On May 6, 2014, the TCR reported that Moody's Investors Service
downgraded the senior unsecured debt rating of Doral Financial
Corporation to C from Caa3. Doral Financial's lead bank, Doral
Bank, is unrated. The rating agency also downgraded the senior
secured bonds issued by Doral Properties, Inc. through the Puerto
Rico Industrial, Tourist, Educational, Medical and Environmental
Control Facilities Financing Authority (AFICA) to C from Caa3
(CUSIPs 74527BLB8, 74527BLC6, 74527BLD4, and 74527BSL9). Doral
Properties, Inc. is a wholly-owned subsidiary of Doral Financial,
which is legally responsible for the payments on the AFICA bonds
that are currently outstanding.


DOTS LLC: Proposes October 10 as Claims Bar Date
------------------------------------------------
Dots LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the District of New Jersey to set October 10, 2014, at 5:00
p.m. (Prevailing Eastern) as deadline for creditors to file proofs
of claim.

Original proof of administrative expense claim forms must be sent:

  a) by first-class mail to:

     Donlin, Recano & Company, Inc.
     Re: Dots, LLC, et al.
     P.O. Box 2008
     Murray Hill Station
     New York, NY 10156

  b) or by overnight mail or courier to:

     Donlin, Recano & Company, Inc.
     Re: Dots, LLC, et al.
     419 Park Avenue South, Suite 1206
     New York, NY 10016

                          About DOTS LLC

Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women.  Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States.  Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.

Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of their assets.

Lowenstein Sandler LLP serves as counsel to the Debtors.
PricewaterhouseCoopers LLP is financial advisor and investment
banker.  Donlin, Recano & Company, Inc., is the claims and notice
agent.

As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility.  The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P.
("IPC") and related entities.  Moreover, the Debtors have
aggregate unsecured debts of $47.0 million.  The Debtors disclosed
$51,574,560 in assets and $85,442,656 in liabilities as of the
Chapter 11 filing.

Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP.  The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.

The Company has arranged to borrow $36 million to keep operating
as it reorganizes under court protection.

Otterbourg P.C. serves as counsel to the Official Committee of
Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.


DOTS LLC: Wants Until January 2015 to File Chapter 11 Plan
----------------------------------------------------------
Dots LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the District of New Jersey to extend their exclusive periods
to:

  a) file a Chapter 11 plan of reorganization until Jan. 15, 2015;
     and

  b) solicit acceptances of that plan until March 16, 2015.

The Debtors say they firmly believe that extending the exclusive
periods will permit the plan process to proceed in a rational
and thoughtful fashion, maximize value for all parties-in-
interest, and enable the Debtors to formulate a consensual
Chapter 11 plan with input from various stakeholders.

The Debtors tell the Court that they worked diligently with all
parties-in-interest to stabilize their business, obtain post-
petition financing, operate in the ordinary course of business,
explore restructuring options, and complete a fast-paced retail
liquidation, all of which consumed substantial time and effort and
have prevented the Debtor from formulating a plan.  At the same
time, as the Court and parties are aware, during the initial
exclusive periods, as extended, the Debtors have:

  -- negotiated and documented a complex global settlement;

  -- conducted a thorough sale process resulting in a successful
     full-chain retail liquidation;

  -- marketed and sold their intellectual property in a
     competitive process;

  -- assumed and assigned approximately 149 real estate leases to
     several purchasers; and

  -- closed and vacated their corporate headquarters and
     distribution center, resulting in the layoff of all remaining
     employees.

According to the Debtors, they timely filed their schedules of
assets and liabilities and statement of financial affairs, and
participated in the meeting of creditors required under section
341 of the Bankruptcy Code.  Moreover, the Debtors have been
paying, and intend to continue to pay, all post-petition
obligations when due.

The Debtors says they intend to comply with all requirements under
the Bankruptcy Code, Federal Rules of Bankruptcy Procedure, and
Local Rules of this Court.  The Debtors not they are working
diligently to preserve and maximize the value of their assets for
the benefit of their creditors and stakeholders.

The Debtors' current plan filing deadline is set to expire on
Sept. 17, 2014.

                          About DOTS LLC

Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women.  Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States.  Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.

Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of their assets.

Lowenstein Sandler LLP serves as counsel to the Debtors.
PricewaterhouseCoopers LLP is financial advisor and investment
banker.  Donlin, Recano & Company, Inc., is the claims and notice
agent.

As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility.  The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P.
("IPC") and related entities.  Moreover, the Debtors have
aggregate unsecured debts of $47.0 million.  The Debtors disclosed
$51,574,560 in assets and $85,442,656 in liabilities as of the
Chapter 11 filing.

Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP.  The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.

The Company has arranged to borrow $36 million to keep operating
as it reorganizes under court protection.

Otterbourg P.C. serves as counsel to the Official Committee of
Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.


DSI OILFIELD: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: DSI Oilfield Services, LLC
        5815 Acton Circle, Suite 101
        Granbury, TX 76049

Case No.: 14-43660

Chapter 11 Petition Date: September 3, 2014

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Hon. Russell F. Nelms

Debtor's Counsel: Behrooz P. Vida, Esq.
                  THE VIDA LAW FIRM, PLLC
                  3000 Central Drive
                  Bedford, TX 76021
                  Tel: (817)358-9977
                  Fax: 817-358-9988
                  Email: filings@vidalawfirm.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Robert Steele, managing member.

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


ELBIT IMAGING: Novartis Invests $35 Million in Gamida Cell
----------------------------------------------------------
Elbit Imaging Ltd. disclosed that Gamida Cell Ltd., in which Elbit
Medical holds approximately 30.8% of the voting power and vast
majority of Gamida Cell's shareholders (including Elbit Medical),
completed the execution of the Option and Investment Agreements
with Novartis Pharma AG.

Under the Agreements, Novartis invested $35 million in Gamida Cell
in exchange for approximately 15% of Gamida Cell's share capital
and an option to purchase the holdings of the other shareholders
in Gamida Cell, including Elbit Medical's holdings.

The Option is exercisable, for a limited period of time, following
Gamida Cell achieving certain milestones relating to the
development of NiCord.  Gamida Cell estimates that these
milestones will be met during 2015.  In any event, the Option, if
not exercised, will expire in first half of 2016.

Upon exercising the Option, Novartis would pay other shareholders
in Gamida Cell (the Sellers) an cash payments of approximately
$165 million, in accordance with the terms of the Agreements.  In
addition, the Sellers will be entitled to potential future
payments which can reach a total of $435 million, depending on
certain development and regulatory milestones and on sales of
Gamida Cell's products.

Gamida Cell is currently conducting two Phase I/II trials using
the Product to treat patients suffering from hematologic
malignancies and Sickle Cell Disease.

Following completion of the Investment Agreement (and prior to the
exercise of the Option) Elbit Medical holds about 24.7% in Gamida
Cell.  Elbit Medical is evaluating the accounting implications of
the Agreements on its financial statements.

The Company clarified that at this point in time, there is no
certainty that Novartis will exercise the Option or that the
milestones will be achieved and the Product or any other of Gamida
Cell's products will reach the market and generate earn-out
payments from their sales.

                       About Elbit Imaging Ltd.

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors.  Elbit has said it has been
hanging by a thread for more than five months.  It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets.  In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.

Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.

In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M.  The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage.  Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days.  Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.

Elbit Imaging reported a loss of NIS1.56 billion on
NIS360.59 million of total revenues for the year ended Dec. 31,
2013, as compared with a loss of NIS483.98 million on NIS418.48
million of total revenues in 2012.

As of June 30, 2014, the Company had NIS4.05 billion in total
assets, NIS3.16 billion in total liabilities and NIS889.58 million
shareholders' equity.

Brightman Almagor Zohar & Co., a member firm of Deloitte Touche
Tohmatsu, in Tel-Aviv, Israel, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.


ELEPHANT TALK: Copy of September 2014 Investor Presentation Filed
-----------------------------------------------------------------
Elephant Talk Communications Corp. disclosed it will hold upcoming
presentations relating to the Company and its recent developments,
according to the Company's regulatory filing with the U.S.
Securities and Exchange Commission.  The form of slide show
presentation used by management of the Company to describe the
business is available for free at http://is.gd/jfhSYW

                       About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk reported a net loss of $22.13 million in 2013, a net
loss of $23.13 million in 2012 and a net loss of $25.31 million in
2011.  As of June 30, 2014, the Company had $44.72 million in
total assets, $23.24 million in total liabilities and $21.47
million in total stockholders' equity.

"If the Company is unable to achieve its anticipated revenues or
financing arrangements with its major vendors, the Company will
need to attract further debt or equity financing.  Although the
Company has been successful in the past in meeting its cash needs,
there can be no assurance that proceeds from additional revenues,
vendor financings or debt and equity financings, where required,
will be received in the required time frames.  If the Company is
unable to achieve its anticipated revenues or obtain financing it
may need to delay and restructure its operations.  As of June 30,
2014, these conditions raise substantial doubt about the Company's
ability to continue as a going concern," the Company stated in its
quarterly report for the period ended June 30, 2014.


ENDEAVOUR INTERNATIONAL: Missed $33.5 Million Interest Payment
--------------------------------------------------------------
Endeavour International Corporation had decided not to pay
approximately $33.5 million in interest due on Sept. 2, 2014, on
its 12% First Priority Notes due March 2018, 12% Second Priority
Notes due June 2018 and 6.5% Convertible Senior Notes due November
2017.  Under the term of the indentures for the Notes, there is a
30-day grace period during which the Company may elect to make the
interest payment and cure any potential event of default for non-
payment.

A company spokesperson stated: "The Company initiated
conversations with representatives of its various debt holders in
June.  To date, those discussions have not resulted in a
constructive resolution regarding the Company's capital structure.
We believe it is in the best interest of all stakeholders, debt
and equity, to expeditiously address the Company's capital
structure with the goal of reducing debt and the cost of capital
to position the Company for the future.  Endeavour intends to use
the 30-day grace period to continue discussions with all its debt
providers."

The Company said it is engaged in discussions with representatives
of certain holders of its various classes of indebtedness
regarding the potential terms under which the Notes could be
restructured so as to deleverage the Company.  If the Company
decides not to make the payments by the end of the grace period,
the requisite holders of the Notes could accelerate the repayment
of the principal payments due.  This action would result in cross-
defaults to certain other indebtedness of the Company and its
subsidiaries, including indebtedness of its Endeavour Energy UK
Limited subsidiary.

The Company is also in discussions with certain creditors and
their representatives with respect to obtaining certain amendments
and waivers of default resulting from the non-payment of the
Sept. 2, 2014, interest payments and is also seeking a refinancing
of the indebtedness of Endeavour Energy UK Limited.  No agreements
regarding such restructuring, amendments and waivers or
refinancing have been entered into at this time, and no assurances
can be given that the Company's efforts will result in any such
agreements, the Company stated in a press release.

                    About Endeavour International

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

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

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

                           *     *     *

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

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


ENERGEN CORP: S&P Lowers CCR to 'BB' on Sale of Alagasco
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Energen Corp. to 'BB' from 'BBB-'.  S&P also removed the
rating from CreditWatch, where it placed it with negative
implications on April 9, 2014.  The rating outlook is stable.

At the same time, S&P lowered all related issue-level ratings on
the Energen's debt by two notches in conjunction with the
downgrade.  The recovery rating is '3', reflecting S&P's
expectation of meaningful (50% to 70%) recovery in the event of a
payment default.  S&P also assigned its 'BBB-' issue rating to
Energen's new $2.5 billion secured credit facility, with lender
commitments of $1.5 billion.  The recovery rating on the facility
is '1' reflecting S&P's expectation of very high (90% to 100%)
recovery in the event of a payment default.

The downgrade follows Energen's announcement that it has closed
the sale of its regulated gas distribution utility, Alagasco.

"We view the sale as reducing Energen's cash flow diversity and
stability.  Following the sale, the company is now exclusively an
oil and gas E&P company," said Standard & Poor's credit analyst
Ben Tsocanos.  "We view the E&P industry as higher risk than the
regulated utility industry due to the oil and gas business'
capital intensity and exposure to commodity price volatility.  We
note that proceeds from the sale of Alagasco greatly enhance
Energen's capacity to fund development of its oil and gas
producing properties and to repay debt."

The stable outlook reflects S&P's expectation that Energen will
maintain FFO to debt above 60% and debt to EBITDA below 1.5x while
investing heavily in development of its oil-rich Permian
properties.

S&P could lower ratings if development spending fails to result in
expected increases in liquids production or if management were to
pursue more aggressive spending plans, resulting in FFO to debt
falling to less than 60% on an ongoing basis under S&P's commodity
price assumptions.

S&P could raise ratings if Energen continues to add proved
reserves and increase liquids production to levels more comparable
to higher-rated peers, while maintaining moderate credit measures
and adequate liquidity.  Successful development of properties
outside of the Permian basin, thereby increasing geographic
diversification, could also result in a more favorable assessment
of Energen's business risk.


ENERGYTEK CORP: Incurs $37,000 Net Loss in Q2 Ended June 30
-----------------------------------------------------------
EnergyTek Corp. filed its quarterly report on Form 10-Q,
disclosing a net loss of $37,226 on $15,355 of revenues for the
three months ended June 30, 2014, compared with a net loss of
$8,979 on $0 of revenues for the same period in last year.

The Company's balance sheet at June 30, 2014, showed $8.55 million
in total assets, $313,988 in total liabilities and stockholders'
equity of $8.23 million.

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

                       http://is.gd/023gMC

EnergyTek Corp. focuses on technologies in the energy sector. It
holds interest in oilfield assets, including leases on six shallow
zone producing oil wells and one salt water disposal well in the
Luling, Texas area. The company was formerly known as Broadleaf
Capital Partners, Inc. and changed its name to EnergyTek Corp. in
July 2014. EnergyTek Corp. was incorporated in 1984 and is based
in Luling, Texas.


EXGEN TEXAS: Moody's Assigns B1 Rating on Planned $700MM Debt
-------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to ExGen Texas
Power, LLC's (EGTP) planned $700 million senior secured term loan
B due September 2021 and assigned a Ba3 rating to EGTP's planned
$20 million revolving credit facility due September 2019. This
rating is a first time rating for EGTP. The rating outlook is
stable.

EGTP owns a portfolio of nearly 3,500 megawatts (MW) of combined-
cycle and natural gas-fired peaking and steam turbine generators
in ERCOT. Proceeds from the term loan financing are expected to
fund an approximate $552 million dividend to the owner Exelon
Generation Company (Exelon Generation: Baa2 stable), to fund
related OID, legal and closing costs, and to fund $131.6 million
into three reserve accounts for six months of debt service ($21
million); sixteen (declining to twelve) months of major
maintenance ($75.6 million) and a $35 million liquidity reserve.

Ratings Rationale

The B1 rating reflects the portfolio's significant merchant
exposure with approximately 35% of gross margin hedged over the
life of the financing; financial ratios, including a debt service
coverage ratio (DSCR) between 1.5x -- 2.0x and leverage metrics,
including a ratio of funds from operations to debt (FFO/Debt)
between 7% - 10%; and a weak competitive position as 60% of the
MWs in the portfolio are over 50 years old with an average
portfolio heat rate around 9,000 btu/kwh (weighted-average by net
generation). Moody's rating further captures the high likelihood
of refinancing risk at the term of the loan maturity due to a
combination of these factors plus Moody's view that the cash sweep
mechanism contemplated in the financing will result in modest
levels of additional amortization owing to a more conservative
view on power price appreciation in Texas' ERCOT market.

The continued role of Exelon Generation, the sponsor, is a pivotal
factor which balances the abovementioned weaknesses as Exelon
Generation remains substantially involved in many operational and
commercial aspects of the portfolio despite the payment of a $552
million dividend at financial closing of this debt issuance.
Exelon Generation is expected to continue to operate the plants
over the term of the financing, manage fuel procurement, and
provide scheduling and power marketing services pursuant to O&M,
QSE Services and Global Management Services Agreements. Moody's
also believe EGTP remains an important set of assets for Exelon
Generation and its parent Exelon Corporation (Exelon: Baa2 stable)
and that the Texas market remains a strategically desirable
location for Exelon on a long-term basis. Following financial
close, Exelon Generation will have a 25% book equity stake in
EGTP.

Alongside Exelon's continued role in managing the portfolio, EGTP
benefits from a degree of cash flow stability from October 2014
through December 2017 when approximately 1,820 MWs of capacity on
average, or 52% of the portfolio, is hedged pursuant to
financially-settled heat rate call options (HRCOs) and spark
spread forwards with Merrill Lynch Commodities, Inc. (MLCI)
(guaranteed by Bank of America: Baa2 stable). These hedges account
for roughly 70% of gross margin during the first 3 years and 3
months of project operations. Under the HRCO hedges, EGTP receives
fixed up front premiums from MLCI and in exchange, effectively
pays MLCI the market price of power when the HRCOs are exercised.
In contrast, the spark spread forwards are effectively a fixed for
floating rate swap of forward spark spreads with EGTP capturing a
fixed spark spread plus an adder (the premium) with MLCI receiving
actual market spark spreads. As these hedging instruments are
financial and not physical in nature, the potential for unplanned
plant outages is mitigated through a combination of unhedged MWs
and a unit contingent hedge that frees up MW-capacity when a
qualified outage occurs. In total, Moody's calculate that the
project has approximately 850 MW of spare capacity (about 24% of
the EGTP portfolio) to manage this risk during key summer months.

The hedges limit merchant upside in the near-term for EGTP as MLCI
retains this portion when the market outperforms the terms under
the hedges. That said, mismatches can and do occur on a number of
variables in the HRCO product, exposing EGTP to financial
underperformance if individual assets' operational performance
deviates from the terms under the hedges. Given the complexities
of the hedges and the portfolio's exposure to merchant risk,
Moody's sensitized market heat rates, natural gas prices and plant
operating parameters resulting in the funds from operations to
debt (FFO / Debt) ratio ranging from 7-10% and debt service
coverage ratio that ranges from 1.5x to 2.0x, both of which are
consistent with financial metrics for B-rated unregulated power
projects.

Lenders benefit from standard project finance protections such as
a first lien interest in all the assets and equity of the borrower
with upstream guarantees from project subsidiaries; a cash flow
waterfall of accounts; and strict limitations on additional
indebtedness. Liquidity at the project is expected to be strong
and is a positive rating consideration. In addition to the various
cash-funded maintenance and debt service reserves, the liquidity
reserve will remain in the project throughout the financing to the
extent the reserve is unused. The major maintenance reserve fund
(MMRF) will be funded on a 16-month look-forward requirement
before distributions at loan issuance and then transitions into a
12-month look-forward requirement before distributions beginning
in the first quarter of 2015. Moody's understand that the MMRF is
funded after debt service whereas Moody's calculate cash available
for debt service and related financial metrics as if the MMRF was
funded prior to debt service. While there are no financial
covenants, there is an excess cash sweep mechanism in the secured
term loan which is initially set at 100%, but can decline to as
low as 50% if certain leverage targets are met. Based upon
sensitivities Moody's have examined and have incorporated in the
rating assignment, EGTP will not generate enough excess cash flow
to trigger the lower cash sweep mechanism leading to higher
refinancing risk. Last, there is the ability to sell an asset or
undivided interests in a portion of the projects; however, such
sales must use 100% of net proceeds to pay down debt or be
reinvested into the portfolio.

While the revolver ranks pari-passu with the secured term loan,
the Ba3 rating on the secured revolving credit facility reflects
its priority position vis-...-vis the term loan in a default
scenario. In the event of a bankruptcy, or an event that permits
the exercise of remedies by the lenders, all proceeds of
collateral are to be applied to amounts owed under the revolving
credit facility prior to payments of amounts owed the first-lien
term loan holders up to $22 million.

The stable rating outlook incorporates Moody's view that the
assets continue to operate consistent with their design
capability, and that the project will achieve FFO/Debt ratios in
the 7% - 10% range and a DSCR between 1.5x and 2.0x.

The rating could face upward momentum should the project implement
meaningful hedges for the current unhedged capacity of the plant,
repay the term loan faster than expected, or achieve FFO/Debt
ratios above 15% or DSCRs above 2.5x for a sustained period of
time.

Operating difficulties, incremental funding requirements to EGTP,
material power market decline or slower than expected debt paydown
could put downward pressure on the rating.

Moody's rating is based upon Moody's current understanding of the
proposed terms and conditions of the transaction and is subject to
Moody's receipt and review of final documentation.

EGTP owns a portfolio of five electric generating assets in Texas:
the 738 MW Wolf Hollow combined-cycle facility in Granbury; the
510 MW Colorado Bend combined cycle facility in Wharton; the 1,265
MW Handley natural gas-fired steam boiler in Ft. Worth; the 808 MW
Mountain Creek natural gas-fired boiler in Dallas; and the 156 MW
simple cycle facility in La Porte. EGTP is 100% indirectly, wholly
owned by Exelon Generation. Exelon Generation is a wholly-owned
subsidiary of Exelon.


EXGEN TEXAS: S&P Assigns Prelim. 'BB-' Rating on $700MM Loan
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB-'
project rating to ExGen Texas Power LLC's (EGTP) $700 million
senior secured term loan B due in 2021.  At the same time, S&P
assigned its preliminary '2' recovery rating to this debt,
indicating expectations of "substantial" (70% to 90%) recovery in
a default scenario.  The outlook is stable.

EGTP is a single-purpose limited liability company created by
Exelon Generation as a wholly owned indirect subsidiary to own a
portfolio of five gas-fired power projects totaling 3,476 MW in
the north and Houston zones of ERCOT.  The portfolio consists of
two combined cycle gas turbines (CCGT) units totaling more than
1,200 MW and three simple cycle units totaling about 2,300 MW, of
significantly varying ages.  While S&P considers EGTP's
obligations to be nonrecourse to that of ultimate parent Exelon
Corp., the lack of certain structural features such as an
independent director and a non-consolidation opinion prevents S&P
from treating those obligations as bankruptcy remote.  As a
result, if the parent's rating were to fall below that of ExGen
Texas' rating, the project's rating would also fall.  The project
will initially be capitalized with $700 million of debt and it
will use the term loan proceeds to fund a $552 million dividend to
Exelon, as well as fund various reserves.  The rating is
preliminary, subject to final documentation and a transaction
structure review by Standard & Poor's.

"The 'BB-' preliminary rating mainly reflects the volatility of
cash flows inherent in merchant power markets, partially offset by
commodity hedges that cover about 70% of gross margin through
2017," said Standard & Poor's credit analyst Richard Cortright.
While S&P's base-case cash flow is healthy and results in
manageable refinancing risk at maturity in Sept. 2021--about
$86/kilowatt, or about $240/kilowatt if the peakers are excluded--
there is still considerable downside risk due to the dependence on
volatile merchant revenue to amortize the debt following the
maturity of the hedges.

The proposed debt structure will consist of a seven-year, $700
million term loan with a 1% mandatory annual amortization payment
and cash sweep (i.e., free cash flow will go to repay debt) tied
to net debt leverage tests, and a $20 million revolving credit
facility.  Standard & Poor's forecasts indicate that the cash
sweep will be 100% for the first approximately six years of the
loan.  The project finance debt is secured by a perfected first
lien on all of the tangible and intangible assets of EGTP and
substantially all assets related to its operating subsidiaries
(the generating facilities).  Per S&P's understanding of the loan
documents, debt prepayments will be mandatory for net asset sales.

The stable outlook on EGTP reflects S&P's expectations of modest
refinancing risk at maturity due to improving, albeit volatile,
power market conditions in ERCOT.  S&P would consider a downgrade
if it expected debt service to fall substantially below 2x.  Such
a scenario would most likely happen due to lower merchant power
revenues or unanticipated operational difficulties.  An upgrade is
unlikely at this time, but could occur if the project mitigates
its exposure to merchant market risk by entering into new hedging
agreements that increase cash flow predictability, or if S&P
develops a higher level of confidence that energy prices will rise
and stabilize for an extended period in ERCOT.  As such, S&P could
consider an upgrade if it expected debt service coverage to rise
above about 2.5x to 3x.


EXPERA SPECIALTY: S&P Affirms & Withdraws 'B' Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B' corporate credit rating and 'B+' bank term loan rating, on
Expera Specialty Solutions LLC.  S&P then withdrew the ratings at
the issuer's request.  The withdrawal follows the refinancing by
Expera of its $178 million term loan B with new unrated debt.


FAIRMONT GENERAL: Sept. 19 Closing of Sale to Alecto Set
--------------------------------------------------------
U.S. Bankruptcy Judge Patrick M. Flatley approved a stipulation
and order regarding closing date of the sale Fairmont General
Hospital, Inc., et al.'s substantially all assets.

The stipulation entered among the Debtors, purchaser Alecto
Healthcare Services Fairmont LLC, the Official Committee of
Unsecured Creditors, and UMB Bank, N.A., as indenture trustee, was
intended to protect the Debtors' estates from any diminution of
cash and any increase in payables resulting from operations
between the early closing date and the actual closing date.

In this relation, among other things:

   1. The purchaser will complete the closing of the sale by
Sept. 19, 2014; and

   2. To avoid a dispute about the earliest closing date required
pursuant to the asset purchase agreement, the parties agreed to
have the closing date occur on Sept. 19, unless extended by mutual
consent of the parties to the stipulation, to accommodate the
concerns of the Debtors' bankruptcy estates during the period
between Aug. 22, (the early closing date) and Sept. 19 (the
actual closing date.

As reported in the Troubled Company Reporter on July 31, 2014,
Judge Flatley entered an order on July 1, 2014, approving the
Debtors's APA with Alecto Healthcare.  Alecto will be purchasing
the Debtor's assets and will assume certain liabilities for
$15,000,000 cash at closing, plus an additional purchase price of
$300,000 payable in one year after the closing pursuant to a
promissory note to be delivered at closing.

The sale of the Debtors' Assets is in aid of a plan of liquidation
to be proposed by the Debtors, the Official Committee of Unsecured
Creditors and/or the Indenture Trustee in these cases.

The assets sale was open for other higher and better bids.
However, by the deadline, no additional qualified bids were
received.  Before the bid deadline, the Debtors received one bid
package from Monongalia Health Systems, Inc. but it was for a
certain real property known as the Connector Property and not for
all of the Debtors' assets.  It didn't constitute a qualified bid
pursuant to the Court's bidding procedures order.

All objections not withdrawn, settled or resolved are overruled,
he Court ruled.

Among the entities that filed objections to the sale motion were
(1) the Secretary of U.S. Department of Health and Human Services,
by and through her attorneys, William J. Ihlenfeld, II, U.S.
Attorney for the Northern District of West Virginia, and Helen C.
Altmeyer, Assistant U.S. Attorney; (2) Pharmacy Systems, Inc and
PSI Supply Chain Solutions, LLC; (3) Iatric Systems, Inc.; (4)
Winthrop Resources Corporation; and (5) Farnam Street Financial,
Inc.

To address the Department of Health's concerns, the Court order
provides that the Fairmont General Hospital (FGH) Medicare
provider agreements will be assumed by FGH and assigned to Alecto
in accordance with the Medicare Statute, the regulations
promulgated thereunder, and the Centers for Medicare & Medicaid
Services' (CMS) Medicare policies and procedures.

The other objectors were concerned on the status of their
agreements and/contracts with the Debtors in connection with the
Assets Sale.

            About Fairmont General Hospital Inc.

Fairmont General Hospital Inc. and Fairmont Physicians, Inc.,
which operate a 207-bed acute-care facility in Fairmont, West
Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D.
W.Va. Case No. 13-01054) on Sept. 3, 2013.  The fourth-largest
employer in Marion County, West Virginia, filed for bankruptcy as
it looks to partner with another hospital or health system.

The Debtors are represented by Rayford K. Adams, III, Esq., and
Casey H. Howard, Esq., at Spilman Thomas & Battle, PLLC, in
Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman
Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S.
Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown,
West Virginia.  The Debtors' financial analyst is Gleason &
Associates, P.C.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.  Hammond Hanlon Camp, LLC, has been engaged
as investment banker and financial advisor.

UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett
Trowbridge, Esq., at McDermott Will & Emery LLP.

The Committee of Unsecured Creditors is represented by Andrew
Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis &
Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C.
Janet Smith Holbrook, Esq., at Huddleston Bolen LLP, represents
the Committee as local counsel.

The Bankruptcy Court has named Suzanne Koenig at SAK Management
Services, LLC, as patient care ombudsman.  Ms. Koenig has hired
her own firm as medical operations advisor; and Greenberg Traurig,
LLP, as her counsel.

The Debtors have scheduled $48,568,863 in total assets and
$54,774,365 in total liabilities.


FAR EAST ENERGY: Has $8.71-Mil. Net Loss in Second Quarter
----------------------------------------------------------
Far East Energy Corporation filed its quarterly report on Form 10-
Q, disclosing a net loss of $8.71 million on $1.14 million of
total operating revenues for the three months ended June 30, 2014,
compared with a net loss of $8.04 million on $268,000 of total
operating revenues for the same period last year.

The Company's balance sheet at June 30, 2014, showed
$113.57 million in total assets, $135.37 million in total
liabilities and a total stockholders' deficit of $21.8 million.

"The Company generated net losses of $8.7 million for the quarter
ended June 30, 2014, and has accumulated net losses of $200.5
million since inception.  In addition, the Company has negative
working capital, negative cash flows from operating activities and
negative net worth.  The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and classification of
liabilities that might be necessary should the Company be unable
to continue as a going concern.  The Company's continuation as a
going concern is dependent upon its ability to generate sufficient
9cash flow to meet its obligations on a timely basis and to obtain
additional financing or refinancing as may be required," the
Company said in the regulatory filing.

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

                       http://is.gd/Ob21u3

Far East Energy Corporation is engaged in the exploration and
development of coalbed methane properties in China.  The Company
has headquarters in Houston and offices in Beijing and Taiyuan
City, China.


FL 6801: Z Capital Wins Auction, Sale Hearing on Sept. 12
---------------------------------------------------------
FL 6801 Spirits LLC, and its affiliate Canyon Ranch Hotel & Spa,
which is indirectly owned by Lehman Brothers Holdings Inc.,
notified the U.S. Bankruptcy Court for the Southern District of
New York that the highest qualified bid for their assets at the
Aug. 19 auction was the bid made by Z Capital Partners, L.L.C.

Z Capital submitted a bid to purchase the assets for an aggregate
purchase price equal to $21,600,000, with $500,000 to be credited
to the buyer on the closing for assuming certain leases and
contracts.  The second highest qualified bid was made by North
Beach Development, LLC.  According to Bill Rochelle, the
bankruptcy columnist for Bloomberg News, and Sherri Toub, a
Bloomberg News writer, 360 Vox LLC, owner of Enchantment Resort in
Sedona, Arizona, was the stalking horse bidder, offering $12
million for the assets.

The hearing to approve the sale is scheduled for Sept. 12, at
10:00 a.m.  Objections to the sale, including those raised by
North Carillon Beach Condominium Association, Inc., Central
Carillon Beach Condominium Association, Inc., and South Carillon
Beach Condominium Association, Inc.; and 6801 Collins Hotel LLC,
will be considered during the Sept. 12 hearing.

The Associations complained that the sale of the assets to the
stalking horse bidder is not in the best interest of the Debtors
and their creditors.  The Associations supported the bid submitted
by an entity controlled by certain unit owners and Asset
Restructuring Group, LLC, an affiliate of Capella Hotel Group,
LLC.  6801 Collins, a qualified bidder, complained that LBHI
Brothers Holdings, Inc., did not conduct a fair and transparent
auction, instead engaging in a discriminatory, sham sale process.

A full-text copy of Z Capital's Asset Purchase Agreement is
available at http://bankrupt.com/misc/FL6801sale0826.pdf

                       About FL 6801 Spirits

FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers
Holdings Inc. and three of its wholly owned subsidiaries filed
voluntary Chapter 11 petitions, seeking bankruptcy protection for
their condominium hotel property in Miami Beach.  The affiliates
are FL 6801 Collins North LLC, FL 6801 Collins Central LLC, and FL
6801 Collins South LLC.

FL Spirits' Canyon Ranch Living Hotel and Spa is a luxury full-
service, ocean front condominium hotel located at the site of the
old Carillon Hotel in Miami Beach, Florida.  The current operator
of the hotel, Canyon Ranch Living, is not a debtor, and operations
at the property are expected to continue without interruption.

FL Spirits and the three affiliates companies have sought joint
administration, with pleadings to be maintained at FL 6801's case
docket (Bankr. S.D.N.Y. Lead Case No. 14-11691).

FL Spirits has tapped Togut, Segal & Segal LLP as general
bankruptcy counsel, Shutts & Bowen LLP as special real estate
counsel, CBRE, Inc., as real estate broker, and Prime Clerk as
claims and notice agent.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Lehman's Chapter 11 plan became
effective on March 6, 2012.


FMB BANCSHARES: Fails to Dismiss Involuntary Ch.7 Petition
----------------------------------------------------------
Bankruptcy Judge John T. Laney, III, denied FMB Bancshares,
Inc.'s, motion to dismiss the involuntary Chapter 7 petition
(Bankr. M.D. Ga. Case No. 14-70716) filed against it by Trapeza
CDO XII, LTD.

FMB Bancshares, Inc. is a Georgia "bank holding company"
headquartered in Lakeland, Georgia. FMB Holdco was formed in 1984.
As a "bank holding company" it is subject to the supervision and
regulation of the Board of Governors of the Federal Reserve System
and the Georgia Department of Banking and Finance.

Farmers and Merchants Bank, is a full service community bank
headquartered in Lakeland, Georgia. The Bank was founded in 1907
and has a total of six branches, all of which are located in
Georgia. The Bank has approximately $566,000,000 in total assets,
and is a wholly owned subsidiary of FMB Holdco. Like FMB Holdco,
the Bank is also subject to regulation by the Federal Reserve and
the Commissioner. In addition, the Bank is also subject to
regulation by the Federal Deposit Insurance Corporation.

Trapeza is a corporate entity incorporated under the laws of the
Cayman Islands. Trapeza's relationship with FMB Holdco is the
result of Trapeza's investment in FMB Preferred Trust I, a
Delaware statutory trust that is also a subsidiary of FMB Holdco.
Trapeza's investment in FMB Trust arises out of its ownership of
$12,000,000 of the FMB TruPS.  Wilmington Trust Company is trustee
under the Amended Trust Agreement entered by FMB Holdco in
connection with the creation of FMB Trust and the issuance of the
FMB TruPS.

In October 2012, the FDIC required Farmers and Merchants Bank to
submit a capital restoration plan, which described the Bank's plan
to increase its capital cushion. FMB Holdco was required to
guarantee the Bank's performance under the Capital Plan.

In January 2013, FMB Holdco entered into a Capital Maintenance
Commitment and Guaranty, which may be enforced by either the FDIC
or the Bank.  Pursuant to the Capital Guaranty, should the Bank
fail to comply with the terms of the Capital Plan, FMB Holdco must
pay the Bank the lesser of 5% of the Bank's total assets or an
amount necessary to bring the Bank into compliance.

The Bank is currently in default of the Capital Plan. As a result,
under the terms of the Capital Guaranty FMB Holdco is currently
obligated to pay approximately $30,000,000 to the Bank to cure the
default.

Beginning on March 30, 2009, and continuing for each consecutive
quarter, FMB Holdco elected to defer payments under the Notes to
FMB Trust. Under the terms of the Notes, FMB Holdco is able to
defer payments under the Notes for a maximum of five years. In
January 2014, FMB Holdco sent the Trustee a request asking it to
waive the expiration of the deferral period and begin a new five
year deferral period. In its request, FMB Holdco cited the
regulatory restrictions and its lack of funds as the reasons why
it could not make any payments to FMB Trust at the expiration of
the deferral period. The Trustee did not respond to FMB Holdco's
request and on March 30, 2014, FMB Holdco went into default on the
Notes.

On April 7, 2014, Trapeza, acting through its trustee, The Bank of
New York Mellon, provided FMB Holdco and the Trustee with written
notice that it was accelerating the Notes and that all principal
and interest under the Notes was due immediately. Although there
is not a direct contractual relationship between Trapeza and FMB
Holdco, Trapeza cites Section 6.10(a) of the Amended Trust
Agreement as giving it authority to accelerate the Notes.

Trapeza is claiming that because it is a holder of the TruPS, FMB
Holdco is directly liable to it for all amounts due and payable by
FMB Holdco to FMB Trust under the terms of the Notes.

FMB Holdco argues that it is legally barred from making any
payments to FMB Trust because the Federal Reserve Agreement,
Prompt Corrective Action, and the Capital Plan prohibit it from
making any payments on the Notes without prior approval of its
regulators. FMB Holdco does not anticipate receiving such approval
because the capital levels of the Bank are not at the required
minimum levels. Additionally, FMB Holdco claims that Trapeza has
limited contractual rights to seek payment directly from FMB
Holdco, and those rights do not include the right to file an
involuntary bankruptcy petition against FMB Holdco.

In declining to reject the petition, the Bankruptcy Cort held that
Trapeza could seek to enforce its rights in another forum as the
Indenture specifically allows Trapeza to file a "suit" to enforce
payment. However, Trapeza chose this Court and jurisdiction in
this Court is proper.  Dismissal, the Court said, would likely
result in a long protracted litigation in a court of general
jurisdiction and force Trapeza to wait even longer for any
recovery of its investment. FMB Holdco may be correct in that this
Court is not the best forum, but Trapeza is a proper creditor
under 11 U.S.C. Sec. 303(b)(2) and jurisdiction in this Court is
appropriate under Sec. 303.  Therefore, the Court said it will not
exercise the extraordinary power of abstention because it is not
clear to the Court that both the debtor and creditors would be
better served by this Court relinquishing jurisdiction, and the
court is not certain that Trapeza could obtain adequate relief in
another forum.

A copy of the Court's August 29, 2014 Memorandum Opinion is
available at http://is.gd/A0yXxlfrom Leagle.com.


FRONTIER COMMUNICATIONS: Moody's Cuts Corp. Family Rating to Ba3
----------------------------------------------------------------
Moody's Investors Service has downgraded Frontier Communications
Corporation's Corporate Family Rating ("CFR") to Ba3 from Ba2
primarily as a result of the increased leverage from debt incurred
to finance the $2 billion acquisition of AT&T's Connecticut
wireline assets. As part of this rating action, Moody's has also
lowered Frontier's Probability of Default Rating ("PDR") to Ba3-PD
from Ba2-PD and assigned Ba3 ratings to each of the two tranches
of senior unsecured notes issued, which will be used to finance
the acquisition. Additionally, Moody's has affirmed Frontier's
SGL-1 speculative grade liquidity rating. This concludes Moody's
review initiated on December 17, 2013. The outlook is stable.

Moody's has taken the following rating actions:

Frontier Communications Corporation

Corporate Family Rating, downgraded to Ba3 from Ba2

Probability of Default Rating, downgraded to Ba3-PD from Ba2-PD

Senior Unsecured Notes, downgraded to Ba3 (LGD4) from Ba2 (LGD4)

Senior Unsecured Shelf, downgraded to (P)Ba3 from (P)Ba2

Speculative Grade Liquidity Rating, affirmed at SGL-1

Outlook, changed to Stable from Rating under Review

New Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4)

New Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4)

Ratings Rationale

Frontier's Ba3 CFR reflects its large scale of operations, its
strong and predictable cash flows and high margins. These factors
are offset by the company's challenged competitive position versus
cable operators, its declining revenues and the possibility that
the company may not have the flexibility or discipline to continue
to adequately invest in network modernization.

The change to Ba3 from Ba2 reflects Moody's view that Frontier's
debt-financed acquisition of AT&T Inc's local wireline business in
the state of Connecticut will result in leverage above 3.75x
(Moody's adjusted) until at least 2017. Moody's had previously
identified leverage of 3.75x as the upper limit of Frontier's Ba2
rating. Further, Moody's views the debt-financed acquisition as a
departure from Frontier's prior conservative financial policy and
discipline which, in Moody's view, was focused on debt reduction.
Moody's believes that the acquisition will improve Frontier's
scale, adding an estimated $1.25 billion of revenue for FYE2014,
nearly 1.4 million additional households and about 1 million
additional residential and commercial customers. The acquisition
will also add an asset with high broadband penetration to
Frontier's coverage area. However, Moody's believes that the
incremental EBITDA and cost synergies will not materially reduce
leverage for the next several years.

Frontier has posted modest broadband subscriber growth over the
past several quarters, yet revenues continue to fall as voice
revenues decline faster than the growth from broadband. Over a
longer time horizon, the headwind from voice disconnects will
moderate and Frontier may return to growth. Further, Moody's
believe that Frontier's margins will remain strong because does it
not offer a facilities-based triple play bundle and does not have
to absorb the low margin pay TV product. However, Moody's also
believe that Frontier's network architecture limitations and lower
broadband speeds may limit its ability to take market share and
could force the company to compete more aggressively on price.
Because of this, Moody's believe that Frontier will continue to
face price pressure in both its residential and small business
customer segments.

Moody's could lower Frontier's ratings further if leverage were to
exceed 4.25x (Moody's adjusted) or free cash flow turns negative,
on a sustained basis. Also, the ratings could be lowered if the
company's liquidity becomes strained or if capital spending is
reduced below the level required to sustain the company's market
position.

Moody's could raise Frontier's ratings if leverage were to be
sustained comfortably below 3.75x (Moody's adjusted) and free cash
flow to debt were in the mid single digits percentage range.

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

Frontier is an Incumbent Local Exchange Carrier headquartered in
Stamford, CT. Following the company's merger with a company spun
out of Verizon Communications' northern and western operations
(Spinco) in a reverse Morris Trust transaction, Frontier became
the fifth largest wireline telecommunications company in the US.


FRONTIER COMMUNICATIONS: S&P Rates $1.55BB Sr. Unsec. Notes 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '3' recovery rating to Frontier Communications Corp.'s
proposed $1.55 billion in aggregate senior unsecured notes with
varying maturities.  Frontier will use proceeds partially to fund
the $2 billion pending acquisition of AT&T's Connecticut wireline
properties, which S&P expects to close in the fourth quarter of
2014.  The '3' recovery rating indicates S&P's expectation for
meaningful (50%-70%) recovery in the event of payment default.

The existing ratings on Frontier remain unchanged.  The 'BB-'
corporate rating reflects the business challenges Frontier faces
as it continues to experience a secular decline in its core
wireline business due to competitive pressures from cable
telephony as well as wireless substitution and competitive
pressures from cable operators.  This factor largely overshadows
the company's healthy EBITDA margins and modest growth from
broadband services, which contribute to our "fair" business risk
assessment of Frontier.

S&P expects the company's adjusted net leverage, pro forma for the
acquisition of AT&T's Connecticut properties, to be about 3.7x at
year-end 2014, and to remain below 4x over the next few years as
it achieves synergies from the acquired properties, a parameter
that supports the current rating.

RATINGS LIST

Frontier Communications Corp.
Corporate Credit Rating                 BB-/Stable/--

New Rating

Frontier Communications Corp.
$1.55 bil. senior unsecured notes       BB-
  Recovery Rating                        3


GANNETT CO: Moody's Assigns 'Ba1' Rating on $350MM Senior Notes
---------------------------------------------------------------
Moody's Investors Service assigned Ba1 each to Gannett, Co.,
Inc.'s proposed $350 million senior notes maturing in 7 years and
$325 million senior notes maturing in 10 years. Proceeds from the
new notes, along with an estimated $700 million of advances under
the existing senior unsecured revolver due 2018, and excess cash
will be used to fund Gannett's $1.8 billion purchase of the 73%
interest in Cars.com that the company does not already own as well
as related fees and expenses. All other ratings, including the
company's Ba1 Corporate Family Rating (CFR), Ba1-PD Probability of
Default Rating (PDR), NP commercial paper rating, Ba1 on the
senior unsecured term loan, and Ba1 on all the existing senior
unsecured notes are unchanged. Last month the company also
announced plans to spin off the publishing businesses. Despite the
initial increase in leverage and weakened coverage ratios upon
closing of each transaction, Moody's expects Gannett's favorable
shift in revenue to higher growth broadcast and digital businesses
and away from lower margin publishing operations will support
consistent free cash flow generation and the ability to repay
debt. The SGL - 1 Speculative Grade Liquidity (SGL) Rating was
also unchanged and the rating outlook remains negative.

Assigned:

Issuer: Gannett, Co. Inc.

$350 million senior unsecured notes due 2021: Assigned Ba1, LGD3

$325 million senior unsecured notes due 2024: Assigned Ba1, LGD3

Ratings Rationale

Gannett's Ba1 Corporate Family Rating (CFR) reflects the favorable
revenue shift to higher growth broadcast and digital businesses
and away from lower margin publishing operations which partially
offsets the negative credit impact from the increase in leverage
and weakening of coverage ratios due to the Cars.com acquisition
followed by the publishing spin-off. Debt-to-EBITDA pro forma for
the Cars.com acquisition will increase to more than 3.6x (2-year
average, including Moody's standard adjustments, excluding the
minority interest share of CareerBuilder's EBITDA) compared to
3.4x as of June 30, 2014. Moody's expects the combined businesses
will support consistent free cash flow generation and the ability
to repay meaningful amounts of debt leading up to the separation
of publishing operations and loss of segment EBITDA. Looking
forward, postponement of share repurchases and forecasted debt
reduction, including allocation of 60% or more of unfunded pension
liabilities and some operating lease obligations to the spin-off,
will contribute to bringing pro forma leverage and other financial
credit metrics to be better positioned in the Ba1 Corporate Family
Rating within an acceptable time frame post separation. Despite
the loss of $3.5 billion of newspaper revenue after the spin-off,
ratings are supported by the company's generation of $3 billion in
higher margin revenue and its position as a leading pure-play
television broadcaster with digital operations generating over
$1.0 billion in revenue and 25% of consolidated EBITDA
(subtracting minority interest in CareerBuilder).

Since the debt financed acquisition of Belo Corp. at the end of
2013, Gannett has tracked Moody's expectations and improved debt-
to-EBITDA to 3.4x as of June 30, 2014 (2-year average, including
Moody's standard adjustments, excluding the minority interest
share of CareerBuilder's EBITDA). The addition of Belo Corp.'s
television stations to Gannett's portfolio of broadcast assets
positioned the company as the #1 CBS, #1 NBC and #4 ABC network
affiliate based on household reach. Ratings incorporate completion
of the proposed separation of publishing assets in mid-2015 which
will weaken credit metrics due to the loss of publishing segment
EBITDA (more than $400 million). Despite the increase in leverage,
ratings are supported by the consolidation of Cars.com which
improves the company's credit profile due to the favorable shift
in revenue and cash flow to growing and higher margin
broadcast/digital assets as well as the elimination of lower
margin publishing businesses. Persistent revenue pressure in
publishing is a rating overhang that would be eliminated. In
addition, good free cash flow and eliminating repurchases of
common shares will allow Gannett to improve its leverage and other
financial credit metrics, particularly as political ad spending
kicks in for the 2016 election season. Ratings reflect the
inherent cyclicality of the broadcast television business,
weakness in national advertising demand particularly in 2Q2014 for
television broadcasters, and increasing media fragmentation.
Moody's expect the pace of acquisitions in the local television
broadcast industry to remain elevated due to the desire to enhance
scale and diversity, attractive debt markets, as well as an
increase in the number of willing sellers. Moody's anticipates
Gannett will be opportunistic over the medium term with potential
future acquisitions of broadcast stations or other media assets
potentially delaying debt reduction. Liquidity is strong with a
minimum $175 million of balance sheet cash, good projected free
cash flow (after dividends) generation, and $600 million of
availability under the revolver post closing of the purchase of
73% of Cars.com.

The rating outlook remains negative reflecting the increase in
funded debt by $1.4 billion resulting in debt-to-EBITDA increasing
initially to more than 3.6x by the end of 2014 (2-year average,
including Moody's standard adjustments, excluding the minority
interest share of CareerBuilder's EBITDA) and uncertainties
related to achieving targeted lower debt levels including reduced
unfunded pension liabilities. Gannett's ratings could be lowered
if revenue does not track Moody's base case forecast, liquidity
weakens below expected levels, or Moody's believe the company is
not making progress in reducing leverage. An increase in leverage
due to another debt financed acquisition or use of excess cash to
fund share repurchases could also result in a downgrade. Despite
initially higher leverage with the acquisition of Cars.com and
upon spin-off of publishing operations, the negative outlook could
be stabilized if free cash flow is used primarily to reduce debt
balances and Moody's expect Gannett to sustain 2-year average
debt-to-EBITDA comfortably below 3.75x with a minimum high single
digit percentage 2-year average free cash flow to debt ratio. The
company would also need to maintain good liquidity including
proactive management of debt maturities and would need to
demonstrate revenue and EBITDA growth for broadcast and digital
segments in line with Moody's base case forecast.

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

Gannett, headquartered in McLean, VA, is a diversified local
newspaper/publisher and broadcast operator that also has ownership
interests in a number of digital ventures including a 52.9% stake
in CareerBuilder, which is fully consolidated in Gannett's
financial statements. Gannett closed the Belo television
acquisition in December 2013 for $1.47 billion in cash and the
assumption of $715 million of outstanding Belo debt. Gannett is
publicly traded with a single class share structure. The Vanguard
Group, Inc. owns 7.1%, funds associated with Carl Icahn own 6.6%
as a result of recent purchases, and JPMorgan owns 4.5% of the
economic and voting interests with remaining shares being widely
held. Revenue for LTM June 30, 2014 pro forma for the Belo
acquisition and pending divestitures of broadcast stations was
approximately $6 billion. Post completion of the announced spin-
off of publishing businesses, Gannett will own broadcasting and
digital businesses, including 100% of Cars.com, with revenue
totaling roughly $3 billion.


GANNETT CO: S&P Assigns 'BB+' Ratings to $675-Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned McLean, Va.-based TV
broadcaster Gannett Co. Inc.'s proposed issuance of $350 million
senior notes due 2021 and $325 million senior notes due 2024 an
issue-level rating of 'BB+', with a recovery rating of '3'.  The
'3' recovery rating indicates S&P's expectation for meaningful
(50% to 70%) recovery in the event of a payment default.

The company will use issue proceeds, along with cash and revolver
borrowings to fund the $1.8 billion acquisition of the remaining
73% stake in Classified Ventures LLC, the owner of Cars.com, which
Gannett does not already own.  The acquisition is expected to
close by the end of 2014.

Despite the rapid change in how consumers access information and
constant development of information applications and services, S&P
believes that Cars.com is in a good position.  The majority of
Cars.com revenue comes in the form of subscription revenue from
auto dealers, which tends to be much more stable and sticky than
traditional online advertising revenue.  S&P expects that leverage
will increase by about a turn to the 3x to 4x range, consistent
with a "significant" financial risk profile following the
acquisition and spin-off of Gannett's publishing assets.

RATINGS LIST

Gannett Co. Inc.
Corporate credit rating                           BB+/Stable/--

New Ratings
Gannett Co. Inc.
$350 million senior notes due 2010               BB+
Recovery rating                                   3
$325 million senior notes due 2024               BB+
  Recovery rating                                 3


GENERAL MOTORS: Fund Has Received 100 Death Compensation Requests
-----------------------------------------------------------------
David Shepardson, writing for The Detroit News, reported that
General Motors Co. ignition switch compensation fund has received
284 claims, including 100 claims for deaths.  According to the
report, the fund, which began accepting applications for funding
on Aug. 1, has received 184 claims for physical injuries and 100
for deaths, which are far above the 13 linked to the ignition-
switch issue.

Meanwhile, Law360 reported that plaintiffs suing General Motors in
multidistrict litigation in New York must clearly plead that they
had no way of knowing they had any ignition switch-related claims
against the automaker during its 2009 restructuring to persuade a
New York bankruptcy judge overseeing the dispute that their due
process rights were violated, attorneys say.  According to Law360,
U.S. District Judge Jesse Furman, who is overseeing more than 100
suits consolidated in the GM MDL, allowed the plaintiffs 60 days
from Aug. 15 to file a consolidated complaint outlining their
argument.

                       About General Motors

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

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

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

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

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

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

                         *     *     *

The Troubled Company Reporter, on Aug. 29, 2014, reported that
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
General Motors Company (GM) and its General Motors Holdings LLC
(GM Holdings) subsidiary at 'BB+'.  In addition, Fitch has
affirmed GM Holdings' secured revolving credit facility rating at
'BBB-' and GM's senior unsecured notes rating at 'BB+'.  The
Rating Outlook for GM and GM Holdings is Positive.


GENESIS HEALTHCARE: S&P's 'B' Rating Removed From Watch Developing
------------------------------------------------------------------
Standard & Poor's Ratings Services removed its 'B' issue-level
rating on Genesis HealthCare LLC's term loan from CreditWatch
developing.  The 'B' issue-level and '3' recovery rating are
unchanged.

S&P's 'B' corporate credit rating and negative outlook on Genesis
are unchanged.

"We view Genesis' business risk profile as 'weak' despite
substantial scale and geographic reach, because of significant
reimbursement issues facing this industry," said credit analyst
David Kaplan.  "Reimbursement risk for Genesis is exacerbated with
around 70% of revenues coming from government sources (Medicare
and Medicaid).  We believe federal efforts to reduce health care
spending, and tight state and federal budgets, may continue to
pressure reimbursement."

S&P's negative outlook reflects its view that considerable
industry headwinds may undermine our base-case expectation for the
company to maintain margins at current levels and generate modest
discretionary cash flow.

S&P could lower its rating if it sees increased risk of margin
pressure, or if the company fails to generate positive free cash
flow over multiple quarters.

While a revision of the outlook to stable is unlikely over the
next few months, this could occur once S&P has greater confidence
that the company will realize its base case scenario--
specifically, stable EBITDA margins and modest positive free cash
flow.


GEO JS TECH: Posts $12,000 Net Profit in Q2 Ended June 30
---------------------------------------------------------
GEO JS Tech Group Corp. filed its quarterly report on Form 10-Q,
disclosing a net profit of $12,270 on $1.33 million of net
revenues for the three months ended June 30, 2014, compared with a
net loss of $952,310 on $2.25 million of net revenues for the same
period in 2013.

The Company's balance sheet at June 30, 2014, showed
$2.8 million in total assets, $512,373 in total liabilities and
stockholders' equity of $2.29 million.

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

                       http://is.gd/nwMk5R

GEO JS Tech Group Corp. is engaged in the mining and trading of
iron ore deposits.  It holds joint ventures and licensing rights
to iron ore mines in the areas of Baja California, Mexico.  The
company, through joint ventures, holds concession rights for
Mar¡as that covers approximately 364 hectares; Pilla Pao 1
property covering approximately 250 hectares; and Pilla Pao 2
property, which covers approximately 1,300 hectares.  GEO JS Tech
Group Corp. was founded in 2010 and is based in Houston, Texas.


GETTY PETROLEUM: Lukoil Sues Insurer Over $5M D&O Policy
--------------------------------------------------------
Law360 reported that Russian oil giant OAO Lukoil sued Allied
World Assurance Co. U.S. Inc. in New York court, alleging the
insurer had failed to honor a $5 million excess policy in
connection with two separate lawsuits against Lukoil officials
that have cost the company upwards of $126 million.

According to the report, Boston-based AWAC refused to indemnify
Lukoil for its blockbuster $93 million settlement with Getty
Petroleum Marketing Inc.'s bankruptcy trustee over a 2009 gas
station transfer deal, or cover nearly $30 million of defense
costs from the case.

                      About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasoline, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states.  Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty.  After scaling back the
company's operations to cut debt, in 2011 LUKOIL sold Getty
Petroleum Marketing to investment firm Cambridge Petroleum Holding
for an undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as the Debtors' counsel.  Ross, Rosenthal &
Company, LLP, serves as accountants for the Debtors.  Getty
Petroleum Marketing, Inc., disclosed $46.6 million in assets and
$316.8 million in liabilities as of the Petition Date.  The
petition was signed by Bjorn Q. Aaserod, chief executive officer
and chairman of the board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.


GLASCO INC: Case Summary & 4 Unsecured Creditors
------------------------------------------------
Debtor: Glasco, Inc.
           dba Ficarro Auto Body
        21 Industry Court
        Ewing, NJ 08638

Case No.: 14-28188

Chapter 11 Petition Date: September 3, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Hon. Christine M. Gravelle

Debtor's Counsel: Leonard C. Walczyk, Esq.
                  WASSERMAN, JURISTA & STOLZ, P.C.
                  225 Millburn Ave., Suite 207
                  P.O. Box 1029
                  Millburn, NJ 07041-1712
                  Tel: (973) 467-2700
                  Email: lwalczyk@wjslaw.com
                         attys@wjslaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ronald Hartley, president.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb14-28188.pdf


GREEN EARTH: Buys Greentek IP for 10 Million Shares
---------------------------------------------------
Green Earth Technologies, Inc., disclosed that it entered into a
strategic relationship agreement with Greentek Fluids Innovations
to aid GETG's expansion and commitment into the oil & gas
industry.  This strategic relationship includes the acquisition of
Greentek IP and their appointment as a master distributor for GETG
products within the well service category.

The company also announced that two board members resigned, making
room to aggressively seek candidates who possess skills in and to
the oil and gas industry, primarily in well service down-hole
applications, frac water treatment and environmental regulations.

GETG has acquired Greentek's intellectual property for 10 million
shares of restricted Green Earth Technologies' stock, previously
paid for and owned by Greentek and developed in collaboration with
InventeK Colloidal Cleaners.  This IP is used in a variety of
Greentek distributed products, including the Gel Fragment
Emulsifier, which has already undergone over four years of
development, a series of 3rd party testing/evaluation and a number
of 'on-site' performance testing and validation with existing
Greentek customers.

"Greentek has focused on developing environmentally safe
alternatives for the products that the oil and gas industry uses
on a daily basis as this industry is always looking to be a little
more 'greener' as they look for safer alternatives," said Anthony
Mussare of Greentek Fluids Innovations.  "Our products complement
GETG's offering and we are eager to assist Green Earth
Technologies to become better known in the industry."

In addition to the IP acquisition, GETG is appointing Greentek as
a Master Distributor, whereas Greentek will sell GETG products and
provide services related to and in support of efforts in which
Greentek has oil & gas expertise.  Greentek is currently
distributing products into the oil & gas industry and has existing
Master Service and Distribution Agreements with a variety of well
service providers, including Anadarko, Clean Harbors and
MISWACO/Schlumberger.  All current Greentek distribution
agreements will be amended to conform to the terms of this
agreement as all Greentek products related to the IP will be re-
branded G-CLEAN(R) or to reflect other GETG owned brands that are
sold by GETG.

"The addition of the Greentek IP balances out our existing
assortment of environmentally safer well service products,
allowing us to offer down-hole & flow assurance solutions, flow-
back & frac water treatments and a variety of platform cleaning &
maintenance items," said Jeffrey Loch, president & CMO of Green
Earth Technologies.  "Re-banding the IP and the master distributor
appointment will further get our G-CLEAN(R) brand out into the
industry as well as bringing incremental sales to the company."

GETG also announced that two of its directors, John Thomas and
John Sceflo have submitted their resignations from the Board of
Directors effective immediately.  Mr. Thomas will remain available
as a strategic advisor as GETG seeks qualified replacements with
an expertise within the well service category of the oil and gas
industry with a focus on down-hole applications, frac water
treatments and environmental regulations.

"We truly appreciated the contributions John Thomas and John
Sceflo have made to GETG," said David Buicko, the company's
Chairman of the Board.  "As GETG continues to focus on the oil &
gas industry because of its potential for greater revenue growth
opportunities, our goal is to appoint individuals who possess a
higher degree of understanding within the well services category
of the oil and gas industry."

Interested candidates should submit their qualifications to
wr@getG.com attn.: Walter Raquet.

On the Net: http://www.greentekfluids.com/

                  About Green Earth Technologies

White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products.  The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.

Green Earth reported a net loss of $6.59 million on $8.03 million
of net sales for the year ended June 30, 2013, as compared with a
net loss of $11.26 million on $7.38 million of net sales during
the prior year.  The Company's balance sheet at March 31, 2014,
showed $10.30 million in total assets, $26.76 million in total
liabilities and a $16.46 million total stockholders' deficit.

Friedman LLP, in East Hanover, New Jersey, 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 losses, negative cash flows from operations,
working capital deficit, related party note currently in default
and its ability to pay its outstanding liabilities through fiscal
2014 raise substantial doubt about its ability to continue as a
going concern.


HARDWARE HOLDINGS: S&P Assigns 'B-' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Hardware Holdings LLC.  The outlook is stable.

At the same time, S&P assigned its 'B+' issue rating (two notches
above the corporate credit rating) to the company's $40 million
asset-based (ABL) revolver with a recovery rating of '1',
indicating that lenders could expect very high (90% to 100%)
recovery in the event of a payment default or bankruptcy.  S&P
also assigned its 'B-' issue rating (same as the corporate credit
rating) to the company's $155 million first-lien facility, with a
recovery rating of '3', indicating that lenders could expect
meaningful (50% to 70%) recovery in the event of a payment default
or bankruptcy.

"The ratings on Hardware Holdings reflect our assessment that its
financial policy is very aggressive, given the large proposed
debt-financed acquisition of Jones Stephens Corp. and the
company's significant debt burden," said Standard & Poor's credit
analyst Ryan Ghose.  "The ratings also reflect our belief the
company has a narrow business focus in the highly fragmented
hardware distribution industry, which has low barriers to entry."

The stable outlook reflects Standard & Poor's belief that the
company's operating performance will remain relatively stable over
the next year, with revenue growth in the low-single digits,
benefiting from merger synergies.  It also reflects S&P's forecast
for low but consistent free cash flow levels and credit ratios
consistent with a "highly leveraged" financial risk profile.


HAWAII OUTDOOR: Ch. 11 Trustee Balks at Bank's Dismissal Plea
-------------------------------------------------------------
David C. Farmer, Chapter 11 Trustee of the case of Hawaii Outdoor
Tours Inc., objected to the motion of First-Citizens Bank & Trust
Company to dismiss the Debtor's bankruptcy case filed in the U.S.
Bankruptcy Court for the District of Hawaii.

The Chapter 11 Trustee told the Court that there is no basis to
dismiss the Debtor's case at this time.  The Trustee recommended
that the Bank consent to move the hearing to a date, which is
Sept. 15, 2014, in the future to provide the Trustee and his
counsel time to complete his investigations.  If the Bank
cooperates, a period of two months should be sufficient.  Barring
any other objection, the Bank and the Trustee could submit an
order or go to a final hearing.  Given the posture of the case and
the remaining tasks to complete, the Trustee urges the Court to
deny the Motion.

The U.S. Trustee said it has provided the Bank with a list of
documents needed to complete his investigations in order to close
and has applied to the Court for a Rule 2004 Order.  The Trustee
further said that it is also attempting to gather the closing back
up documents from Title Guaranty in order to determine how the
Bank came to possess the $250,000 unsecured creditors fund.

According to the Chapter 11 Trustee, the fund was ultimately
returned, but the failure of Title Guaranty to follow the
Trustee's specific closing instructions remains an open issue.  To
complete the final report required by the U.S. Trustee's Office
will require reconstruction of the closing from the source
documents that have been requested from Title Guaranty.

The hearing on the motion to dismiss is scheduled for Sept. 15,
2014, at 9:30 a.m.

                    About Hawaii Outdoor Tours

Hawaii Outdoor Tours, Inc., operator of the Naniloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Naniloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First-Citizens Bank asserts a
claim of $9.95 million.  The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortar alone was valued in excess of
$35 million by First Regional's appraiser and the insurance
company.

Bankruptcy Judge Robert J. Faris oversees the case.  Ramon J.
Ferrer, Esq., represents the Debtor as counsel.

In its schedules, the Debtor disclosed $52,492,891 in assets and
$11,756,697 in liabilities.  The petition was signed by CEO
Kenneth Fujiyama.

Ted N. Petitt, Esq., represents secured creditor First-Citizens
Bank as counsel.  Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.

Timothy J. Hogan, Esq., represents David C. Farmer, the Chapter 11
Trustee, as counsel.

Christopher J. Muzzi, Esq., at Tsugawa Biehl Lau & Muzzi, LLLC,
represents the Official Committee of Unsecured Creditors as
counsel.

The Bankruptcy Court, in the minutes of the hearing held Nov. 12,
2013, authorized the Chapter 11 trustee to sell hotel, assets and
assignments to the highest bidder.

Ken Direction Corporation, the parent company of Hawaii Outdoor
Tours, Inc., filed with the U.S. Bankruptcy Court for the District
of Hawaii on Nov. 5, 2013, a disclosure statement explaining its
proposed plan of reorganization for the Debtor, dated Nov. 4,
2013.  According to the Disclosure Statement, the source of about
$14,000,000 in new funds will be the proceeds from the sale of
real estate owned by HPAC, LLC, an affiliated company of the
Proponent, to Shalom Amar Revocable Trust 2000 by way of a 1031
exchange.tion as counsel.

Timothy J. Hogan, Esq., represents David C. Farmer, the Chapter 11
Trustee, as counsel.

Christopher J. Muzzi, Esq., at Tsugawa Biehl Lau & Muzzi, LLLC,
represents the Official Committee of Unsecured Creditors as
counsel.

The Bankruptcy Court, in the minutes of the hearing held Nov. 12,
2013, authorized the Chapter 11 trustee to sell hotel, assets and
assignments to the highest bidder.

Ken Direction Corporation, the parent company of Hawaii Outdoor
Tours, Inc., filed with the U.S. Bankruptcy Court for the District
of Hawaii on Nov. 5, 2013, a disclosure statement explaining its
proposed plan of reorganization for the Debtor, dated Nov. 4,
2013.  According to the Disclosure Statement, the source of about
$14,000,000 in new funds will be the proceeds from the sale of
real estate owned by HPAC, LLC, an affiliated company of the
Proponent, to Shalom Amar Revocable Trust 2000 by way of a 1031
exchange.


HEDWIN CORPORATION: Debtor, Unsec. Creditors Have Liquidating Plan
------------------------------------------------------------------
Hedwin Corporation and its Official Committee of Unsecured
Creditors have filed a Joint Plan of Liquidation that proposes to
pay off claims as follows:

     A. Class 1 (Administrative Expense Claims) - The Debtor will
        pay each Class 1 allowed claim in full, in cash, from the
        Disbursing Account, on the latest of (a) the Effective
        Date, (b) the 30th day after the claim has become an
        Allowed Claim, (c) a date agreed upon by the Debtor and
        the particular claimant, or (d) the date that the Debtor
        has sufficient funds in the Disbursing Account.

     B. Class 2 (Allowed Priority Claims) - The Debtor will pay
        each Class 2 allowed claim in full, in cash, from the
        Disbursing Account but only to the extent each is entitled
        to priority under section 507, on the latest of (a) the
        Effective Date, (b) the 30th day after such claim has
        become an Allowed Claim, (c) a date agreed upon by the
        Debtor and the particular claimant, or (d) the date that
        the Debtor has sufficient funds in the Disbursing Account.

     C. Class 3 (Allowed Unsecured Taxes) - The Debtor will pay
        each Class 3 allowed claim in full, in cash, from the
        Disbursing Account but only to the extent each is entitled
        to priority under section 507, on the latest of (a) the
        Effective Date, (b) the 30th day after such claim has
        become an Allowed Claim, (c) a date agreed upon by the
        Debtor and the particular claimant, or (d) the date that
        the Debtor has sufficient funds in the Disbursing Account.

     D. Class 4 (Allowed Fire Damage Claims) - Will be paid in
        full from insurance proceeds due to the Debtor and within
        30 days after the Debtor receives insurance proceeds
        relating to these claims.

     E. Class 5 (General Unsecured Claims) - The Debtor will make
        a first distribution to allowed Class 5 claimholders on or
        before November 19, 2014, which is the date that occurs 14
        days following the Claim Objection Deadline.  The first
        distribution will be in an amount determined by the
        Debtor, in consultation with the Committee, which amount
        will not be less than 40% of the respective allowed Class
        4 claims.  To the extent Class 4 claims are not paid in
        full after the first distribution, the Debtor will make a
        second distribution to holders of remaining allowed Class
        4 claims on or before May 19, 2015, which amount will not
        be less than 10% of the remaining allowed Class 4 claims.
        To the extent Class 4 claims are not paid in full after
        the second distribution, the Debtor will make a third and
        final distribution to holders of remaining allowed Class 4
        claims on the early of (a) November 19, 2015; or (b) such
        time as the remaining Class 4 claim becomes allowed and
        final.  Class 5 is impaired under the Plan.

     F. Class 6 (Equity Interests) - All Class 6 claims will be
        extinguished on the Effective Date.  The Debtor will pay
        each Class 5 allowed Claim from any surplus funds in the
        Disbursing Account after the satisfaction, pursuant to the
        Plan of the holders of Classes 1 through 4 .  Class 5 is
        impaired under the Plan.

The Plan will be funded from cash on hand plus (a) release of any
funds to the debtor pursuant to the escrow agreement and/or repair
escrow agreement; and (b) the receipt of insurance proceeds.

A copy of the Joint Disclosure Statement dated July 15, 2014, is
available for free at:

       http://bankrupt.com/misc/HEDWINCORPORATION_268_ds.pdf


                     About Hedwin Corporation

Founded in 1946, Hedwin Corporation is a manufacturer of
customized industrial plastic packaging, which it sells to
wholesalers and distributors throughout the United States, Canada
and Europe.  Its manufacturing facility is located at 1600 Roland
Heights Avenue, Baltimore, Maryland.  It has a warehouse facility
at 1700 West 41st Street, Baltimore, Maryland and a warehouse and
assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada.  All
of the facilities are leased.

As of the fiscal year end December 31, 2013, the Debtor had total
assets of approximately $15 million.

Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case
No. 14-151940) in Maryland on April 2, 2014, to sell its assets to
Fujimori Kogyo Co., Ltd., absent higher and better offers.

The Debtor is represented by Alan M. Grochal, Esq., Stephen M.
Goldberg, Esq., and Catherine K. Hopkin, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, Maryland.  Shared Management
Resources, Ltd.'s Charles S. Deutchman serves as chief
restructuring officer.

The U.S. Trustee for Region 4 appointed seven creditors to serve
on the official committee of unsecured creditors.

                           *     *     *

At an auction held in May 2014, Fujimori Kogyo Co. ended up the
successful bidder for Hedwin Corp., although an auction forced it
to pay 36% more for the Baltimore maker of industrial packaging.
In a deal reached before the bankruptcy filing, Fujimori agreed to
pay $16.5 million and to retain all workers.  During the auction,
Interplast Group Inc. offered $22 million, but Fujimori won with a
$22.2 million bid that included its $600,000 breakup fee and
$250,000 in expense reimbursement.  Judge Alquist on May 12
approved the sale to Fujimori.  The sale was to close by the end
of May.

According to the docket, the deadline for filing proofs of claim
is Aug. 5, 2014.  The deadline for filing governmental proofs of
claim is Sept. 29, 2014.  The exclusive period to propose a plan
expires July 31, 2014.


HEDWIN CORPORATION: Can Pay $120,000 in Executive Bonuses
---------------------------------------------------------
U.S. Bankruptcy Judge Nancy V. Alquist has authorized Hedwin
Corporation to pay incentive bonuses to its executives, Richard
Broo and Maurice LeCompte, in the amount of $120,000, in full and
final settlement of their letter agreements.

                     About Hedwin Corporation

Founded in 1946, Hedwin Corporation is a manufacturer of
customized industrial plastic packaging, which it sells to
wholesalers and distributors throughout the United States, Canada
and Europe.  Its manufacturing facility is located at 1600 Roland
Heights Avenue, Baltimore, Maryland.  It has a warehouse facility
at 1700 West 41st Street, Baltimore, Maryland and a warehouse and
assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada.  All
of the facilities are leased.

As of the fiscal year end December 31, 2013, the Debtor had total
assets of approximately $15 million.

Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case
No. 14-151940) in Maryland on April 2, 2014, to sell its assets to
Fujimori Kogyo Co., Ltd., absent higher and better offers.

The Debtor is represented by Alan M. Grochal, Esq., Stephen M.
Goldberg, Esq., and Catherine K. Hopkin, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, Maryland.  Shared Management
Resources, Ltd.'s Charles S. Deutchman serves as chief
restructuring officer.

The U.S. Trustee for Region 4 appointed seven creditors to serve
on the official committee of unsecured creditors.

                           *     *     *

At an auction held in May 2014, Fujimori Kogyo Co. ended up the
successful bidder for Hedwin Corp., although an auction forced it
to pay 36% more for the Baltimore maker of industrial packaging.
In a deal reached before the bankruptcy filing, Fujimori agreed to
pay $16.5 million and to retain all workers.  During the auction,
Interplast Group Inc. offered $22 million, but Fujimori won with a
$22.2 million bid that included its $600,000 breakup fee and
$250,000 in expense reimbursement.  Judge Alquist on May 12
approved the sale to Fujimori.  The sale was to close by the end
of May.

According to the docket, the deadline for filing proofs of claim
is Aug. 5, 2014.  The deadline for filing governmental proofs of
claim is Sept. 29, 2014.  The exclusive period to propose a plan
expires July 31, 2014.


HEDWIN CORPORATION: Seeks to Hire CBIZ as Pension Consultant
------------------------------------------------------------
Hedwin Corporation asks the Bankruptcy Court for authority to hire
CBIZ Benefits & Insurance Services, Inc., as pension liability
consultant, nunc pro tunc as of July 25, 2014.

On July 25, 2014, the Debtor entered into the PBGC Liability
Review Project ? Service Agreement for certain consulting services
to be provided by CBIZ in connection with its Pension Benefit
Guaranty Corporation (PBGC) liability calculation.

CBIZ will examine whether the PBGC (a) utilized the proper and
appropriate termination interest rates; and (b) based the PBGC
liability calculations on appropriate plan participant
characteristics, including average ages of the pension plan
participants, and nature and characteristics of each participant's
claim.  Furthermore, CBIZ will perform its own calculation of the
estimated termination liability with respect to the Debtor's
terminated Pension Plan, and will use actual, individual data on
all plan participants using up-to-date information, as well as
input and test all data and assumptions, to determine what the
proper estimated liability is and compare it to the PBGC Liability
Calculations.

CBIZ will be compensated on an hourly basis, along with
reimbursement of actual out-of-pocket charges incurred. The
typical hourly billing rates range from $135 to $370.  CBIZ has
estimated that the total actual fee will be $6,000 to $7,000, and
has provided a maximum cap of $7,500 for the services to be
performed pursuant to the Agreement.  CBIZ has not requested or
required a retainer from the Debtor.

In addition, to the extent that the Debtor is required to initiate
any adversary proceeding, contested matter or other litigation
arising out of or related to the PBGC Pension Claims or the PBGC
Liability Calculations, the Debtor may wish to utilize the
services of CBIZ.  These services may include, without limitation,
testimony or litigation support with respect to the nature and
amount of the Pension Claims, the methodology used by the PBGC in
its PBGC Liability Calculations, the nature and reliability of the
documentation and information relied upon by the PBGC, and
validating any assumptions and conclusions of the PBGC.

For any additional work requested or required, CBIZ will be
compensated at the same hourly rates reflected in the Agreement,
along with reimbursement of actual out-of-pocket expenses.  For
such additional work, CBIZ reserves the right to request
additional or other compensation in excess of the $7,500 cap set
forth in the Agreement.

The firm assures the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.

                     About Hedwin Corporation

Founded in 1946, Hedwin Corporation is a manufacturer of
customized industrial plastic packaging, which it sells to
wholesalers and distributors throughout the United States, Canada
and Europe.  Its manufacturing facility is located at 1600 Roland
Heights Avenue, Baltimore, Maryland.  It has a warehouse facility
at 1700 West 41st Street, Baltimore, Maryland and a warehouse and
assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada.  All
of the facilities are leased.

As of the fiscal year end Dec. 31, 2013, the Debtor had total
assets of approximately $15 million.

Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case
No. 14-151940) in Maryland on April 2, 2014, to sell its assets to
Fujimori Kogyo Co., Ltd., absent higher and better offers.

The Debtor is represented by Alan M. Grochal, Esq., Stephen M.
Goldberg, Esq., and Catherine K. Hopkin, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, Maryland.  Shared Management
Resources, Ltd.'s Charles S. Deutchman serves as chief
restructuring officer.

The U.S. Trustee for Region 4 appointed seven creditors to serve
on the official committee of unsecured creditors.

                           *     *     *

At an auction held in May 2014, Fujimori Kogyo Co. ended up the
successful bidder for Hedwin Corp., although an auction forced it
to pay 36% more for the Baltimore maker of industrial packaging.
In a deal reached before the bankruptcy filing, Fujimori agreed to
pay $16.5 million and to retain all workers.  During the auction,
Interplast Group Inc. offered $22 million, but Fujimori won with a
$22.2 million bid that included its $600,000 breakup fee and
$250,000 in expense reimbursement.  Judge Alquist on May 12
approved the sale to Fujimori.  The sale was to close by the end
of May.

According to the docket, the deadline for filing proofs of claim
is Aug. 5, 2014.  The deadline for filing governmental proofs of
claim is Sept. 29, 2014.  The exclusive period to propose a plan
expires July 31, 2014.


HELIA TEC RESOURCES: Plan Contemplates Sale of All Assets
---------------------------------------------------------
Helia Tec Resources, Inc., will sell substantially all of its
assets pursuant to its First Amended Plan of Liquidation dated
July 15, 2014, according to the explanatory disclosure statement.

The Debtor will seek authority to transfer the Debtor's 1.2% IPI
Percentage, $7MM PIA Deposit, and all other assets to the
Liquidating Debtor.  Then, pursuant to the terms of the IPI
Agreement the 1.2% IPI Percentage the Plan Agent shall then seek
to either sell, liquidate, or convert the 1.2% IPI Percentage to
cash, in such manner as is deemed appropriate by the Plan Agent.
The Plan Agent will institute collection procedures regarding the
remaining PIA Deposit and reduce that asset to cash.  The
remaining assets will be marshalled and liquidated to generate
funds for distribution pursuant to the confirmed First Amended
Plan.  Except for specifically identified assumed liabilities and
permitted liens, the Debtor's assets will be conveyed free and
clear of all liens, claims, interests and encumbrances under 11
U.S.C. Sections 1129(b)(2)(A)(iii) and 1123(a)(5).

Under the First Amended Plan, the Plan Agent will use the proceeds
generated from liquidation of the Debtor's assets to satisfy
allowed claims and interests in accordance with the Bankruptcy
Code.

The Plan Agent will be vested with authority to (i) take the
actions necessary to liquidate the Liquidating Debtor' assets;
(ii) file claim objections; (iii) make distributions and take such
other actions as provided for under the First Amended Plan; and
(iv) prosecute causes of action owned by the Debtor's estate,
including all claims and causes of action arising under the
Bankruptcy Code.  Once all distributions have been made, the Plan
Agent will file a final tax return and dissolve the Liquidating
Debtor.

The Debtor estimates that any sales funds will be distributed as
follows:

Estimated recovery

Cash Value of the Converted Stock,                     $8,800,000
plus Assumed Liabilities
Pacific LNG Operations, Ltd. Project                   $7,000,000
Investment Agreement Deposit
Other assets                                              Unknown

Estimated Proceeds for Distribution                   $15,800,000

Less Secured Claims:
Attorney Contingency Fee (35%)                       $5,530,000.00
Secured Claims                                       $1,981,174.06

Total Secured Claims                                 $7,511,174.06

Less Chapter 11 Administrative and Priority Claims:
Allowed Administrative Expense Claim                  $400,000.00
APlan Agent Contingency Fee (7.5%)                  $1,185,000.00
Priority tax claims                                   $196,188.72
Chapter 11 professional fees                          $500,000.00
Total Administrative and Priority Claims             $2,281,188.72

Total Estimated Liquidation Proceeds Available
To Unsecured Claims:                                $6,007,637.22

Estimated Distribution to Unsecureds 100%

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

     http://bankrupt.com/misc/HeliaTec_104_1stamendedDS.pdf

                      About Helia Tec Resources

Helia Tec Resources, Inc. filed a Chapter 11 petition (Bankr. S.
D. Tex. Case No. 13-36251) on Oct. 3, 2013 in Houston, Texas,
represented by Richard L. Fuqua, II, Esq., at Fuqua & Associates,
PC, in Houston, as counsel to the Debtor. The Debtor listed
$16.15 million in assets and $2.24 million in liabilities. The
petition was signed by Cary E. Hughes, president.

Judy A. Robbins, U.S. Trustee for Region 7, was unable to appoint
an official committee of unsecured creditors in the Debtor's case.


HELIA TEC: Court Denies Bid to Amend Order on Case Conversion
-------------------------------------------------------------
The bankruptcy court denied the motion to alter or amend order
denying amended motion to convert or appoint a Chapter 11 trustee
in the Chapter 11 case of Helia Tec Resources, Inc.

As reported in the TCR on Aug. 19, HSC Holdings Co., Ltd.,
formerly known as GE&F Co., Ltd., asked the Bankruptcy Court to
amend its July 18, 2014 order on its request to convert or dismiss
Helia Tec Resources, Inc.'s Chapter 11 case.

HSC sought for the conversion of the case to Chapter 7 so that an
independent fiduciary may oversee the orderly liquidation of the
estate and facilitate pending claims. During the hearing, the
Court noted that HSC could choose not to pursue the issue at that
point and preserve the issue for another day.

Based on comments from the bench, HSC amended its request,
withdrew its alternate request for dismissal based on lack of
authority and improper purpose, and added an alternate request for
the appointment of a Chapter 11 trustee.

On July 18, 2014, the Court denied HSC's amended request.  In a
sentence that appears to address to the Court's jurisdictional
concerns, but with no direct bearing on the substance of HSC's
amended request, the Court stated that "[a]lthough HSC attempted
to preserve the issue regarding Mr. [Cary] Hughes' authority to
act on behalf of the Debtor, the withdrawal of the request to
dismiss the case due to lack of authority constitutes an admission
that the case was properly filed".

David B. Harberg, Esq., in Houston, Texas, points out that the
statement suggests that HSC did not effectively preserve its
objections to Hughes' authority to act on Helia Tec's behalf and
that, by withdrawing its alternate request for dismissal, HSC has
judicially admitted that Hughes had the authority to file this
bankruptcy case.

Mr. Harberg clarifies that regardless of whether Mr. Hughes or HSC
had the legitimate authority to initiate the bankruptcy filing,
HSC ratified the filing of the case, and the Court has
jurisdiction over the bankruptcy. Mr. Harbergy adds that HSC has
never admitted to Mr. Hughes' authority to act on Helia Tec's
behalf in the bankruptcy proceeding or otherwise.

HSC's election to withdraw its request for dismissal of the
bankruptcy based on Mr. Hughes' lack of authority to act on behalf
of Helia Tec is no judicial admission that Mr. Hughes has the
authority, says Mr.Harberg. HSC has expressly preserved its
objections to Mr. Hughes' authority. HSC therefore wants the order
to be altered or amended to remove any ambiguity or confusion
concerning the effect of HSC's withdrawal of its request for
dismissal.

                      About Helia Tec Resources

Helia Tec Resources, Inc. filed a Chapter 11 petition (Bankr. S.
D. Tex. Case No. 13-36251) on Oct. 3, 2013 in Houston, Texas,
represented by Richard L. Fuqua, II, Esq., at Fuqua & Associates,
PC, in Houston, as counsel to the Debtor. The Debtor listed
$16.15 million in assets and $2.24 million in liabilities. The
petition was signed by Cary E. Hughes, president.

Judy A. Robbins, U.S. Trustee for Region 7, was unable to appoint
an official committee of unsecured creditors in the Debtor's case.


HOUSTON REGIONAL: Comcast Cries Foul on Restructuring Plan
----------------------------------------------------------
Anders Melin, writing for The Deal, reported that Comcast Corp.
filed an objection to the disclosure statement explaining Houston
Regional Sports Network LP's reorganization plan, raising concerns
about the regional sports network owner's treatment of its $100
million secured claim, the $1,000 purchase price to be paid by
proposed buyers AT&T Inc. and DirecTV and the true motives of
joint venture partners Houston Astros LLC and Rocket Ball Ltd.,
which have orchestrated the deal and proposed the plan with HRSN.

According to The Deal, the plan estimated less than a quarter of
Comcast's claim would be allowed and therefore repaid in full,
while the remainder would fall into a pool of unsecured claims
that could top $292 million.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, and
Sherri Toub, a Bloomberg News writer, reported that Comcast has
asked the bankruptcy court overseeing HRSN's Chapter 11 case to
compel the turnover of information about the deal giving AT&T and
DirecTV ownership of the sports network.  Without the information,
Comcast said it's "left wondering what exactly the proposed buyers
are trying to hide by refusing to produce such documents," the
Bloomberg report cited Comcast as saying in court papers.

             About Houston Regional Sports Network

An involuntary Chapter 11 bankruptcy petition was filed against
Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet
Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013.

The involuntary filing was launched by three units of Comcast/NBC
Universal and a television-related company.  The petitioners are:
Houston SportsNet Finance LLC, Comcast Sports Management Services
LLC, National Digital Television Center LLC, and Comcast SportsNet
California, LLC.

The petitioning creditors have filed papers asking the Bankruptcy
Judge to appoint an independent Chapter 11 trustee "to conduct a
fair and open auction process for the Network's business assets on
a going concern basis."

Houston Regional Sports Network is a joint enterprise among
affiliates of the Houston Astros baseball team, the Houston
Rockets basketball team, and Houston SportsNet Holdings, LLC --
"Comcast Owner" -- an affiliate of Comcast Corporation.  The
Network has three limited partners -- Comcast Owner, Rockets
Partner, L.P., and Astros HRSN LP Holdings LLC.  The primary
purpose of Houston Regional Sports Network is to create and
operate a regional sports programming service that produces,
exhibits, and distributes sports programming on a full-time basis,
including live Astros and Rockets games within the league-
permitted local territories.

Counsel for the petitioning creditors are Howard M. Shapiro, Esq.,
at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster,
Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent
P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at
Davis Polk & Wardwell LLP.

Judge Marvin Isgur presides over the case.

The Network was officially placed into Chapter 11 bankruptcy
pursuant to a Feb. 7 Order for Relief.  It has won approval to
hire Haynes and Boone, Charles A. Beckham, Jr., Esq., Henry
Flores, Esq., Abigail Ottmers, Esq., and Christopher L. Castillo,
Esq., as counsel.  It also hired Conway MacKenzie, Inc., as
financial advisor.

Harry Perrin, Esq., represents Astros owner Jim Crane.  Alan
Gover, Esq., represents the Rockets.

The Astros are represented by Richard B. Drubel, Esq., Colleen A.
Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller
& Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies,
Schiller & Flexner in Washington, DC.  Comcast Corporation and
NBCUniversal Media, LLC, are represented by Vincent P. Slusher,
Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger,
Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq.,
and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and
Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP.  Attorney for McLane
Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq.,
at Fisher Boyd & Huguenard, LLP.


IBCS MINING: Court Set October 10 as Claims Bar Date
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia set
Oct. 10, 2014, at 5:00 p.m., as deadline for creditors of IBCS
Mining Inc. and its debtor-affiliates to file their proofs of
claim.

The Court set Oct. 31, 2014, at 5:00 p.m., as deadline for
governmental units to file their claims.

All proofs of claim must be filed either by:

   i) delivering the original proof of claim by hand or overnight
      courier to:

      IBCS Mining, Inc., et al.
      Claims Processing Center
      c/o Epiq Bankruptcy Solutions, LLC
      757 Third Avenue, 3rd Floor
      New York, NY 10017;

  ii) mailing the original proof of claim by First-Class Mail
      to:

      IBCS Mining, Inc., et al.
      Claims Processing Center
      c/o Epiq Bankruptcy Solutions, LLC
      FDR Station
      P.O. Box 5075
      New York, NY 10150-5075

                        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.


IBCS MINING: BB&T Objects to DIP Financing and Cash Collateral Use
------------------------------------------------------------------
Branch Banking and Trust Company, secured creditor of IBCS Mining,
Inc. and IBCS Mining Inc., objected to the Debtors' request for
final approval to obtain post-petition financing and utilize cash
collateral.

BBT argued that the present offer of adequate protection fails to
meet the standards set forth in the Bankruptcy Code in that the
adequate protection contemplates only the use of waste coal and
not the additional use of as-extracted coal, which will also
necessarily decline in value as it is used.

According to BB&T, among other things, accounts -- including an
assignment of proceeds from that certain agreement by and between
the Debtors and Virginia Electric and Power Company -- and
inventory, including waste or gob coal located on the surface
of the Debtors' property in Pike County, Kentucky.

As reported in the Troubled Company Reporter on Aug. 22, 2014,
the Debtors sought 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.

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

                        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.


IBCS MINING: US Trustee Withdraws Bid to Convert Case to Ch. 7
--------------------------------------------------------------
Judy A. Robbins, United States Trustee for Region 4, has withdrawn
its request to convert the Chapter 11 case of IBCS Mining Inc. et
al. to a Chapter 7 liquidation proceeding filed in the U.S.
Bankruptcy Court for the Western District of Virginia.

As reported in the Troubled Company Reporter on Aug. 15, 2014, the
U.S. Trustee requested for the conversion of the Debtors' cases,
or in the alternative, dismissal of the cases.

According to the Trustee, at the initial debtor interview held on
July 10, the Debtors' representative stated that neither Debtor
has insurance in force and that they are currently unable to
obtain insurance as required.

The U.S. Trustee stated that the Debtors' failure to maintain
appropriate insurance that poses a risk to the estate or to the
public constitutes cause under Section 1112 of the Bankruptcy
Code.

                        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.


IBCS MINING: BB&T, US Trustee Balk at CFO Employment
----------------------------------------------------
Branch Banking and Trust Company, as a secured creditor of IBCS
Mining, Inc. and IBCS Mining Inc., objected to the Debtors'
request to employ Michael Dean as chief financial officer, saying
the salary level of Mr. Dean should be reduced and there should be
no incentive share unless the proceeds received from a sale or of
the total monetary value derived by the bankruptcy estates from a
confirmed plan of reorganization are sufficient to pay all secured
creditors in full.

The Debtors argued that there is a strong need for a chief
financial officer given the demand of disclosure and reporting
obligations required of the Debtors in these cases and the time
pressure associated with the expedited sale process agreed to as
a part of the debtor-in-possession financing arrangements.  The
Debtors further argued that the employment of Mr. Dean is critical
to the continued operation and successful reorganization of the
Debtors.

BB&T contended that, given the financial condition of the Debtors
and the expertise of the current chief restructuring officer, the
retention of Mr. Dean is not necessary under the circumstances of
this case and therefore, not in the best interest of creditors and
the estate.

Judy A. Robbins, United States Trustee for Region 4, noted that it
is difficult to understand why Mr. Dean's employment is necessary
or economically feasible.

BBT retained as counsel:

  Peter M. Pearl, Esq.
  SPILMAN THOMAS & BATTLE, PLLC
  P. O. Box 90
  Roanoke, VA 24002
  Tel: (540) 512-1832
  Fax: (540) 342-4480
  E-mail: ppearl@spilmanlaw.com

As reported in the Troubled Company Reporter on Aug. 18, 2014,
pursuant to the employment agreement, Mr. Dean will receive an
annual base salary of $240,000, well as incentive compensation.
In the event of a sale, the incentive bonus will equal 2.25% of
the gross proceeds of the sale.  In the event of a confirmed plan
of reorganization, the incentive bonus will equal 2.25% of the
total monetary value derived by the bankruptcy estates from the
reorganization.  The incentive compensation requires Mr. Dean's
involvement in the negotiation and preparation of any such sale or
proposed plan of reorganization.

                        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.


IKANOS COMMUNICATIONS: Has $12.3-Mil. Net Loss in June 29 Quarter
-----------------------------------------------------------------
Ikanos Communications, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $12.33 million on $11.25 million of
revenue for the three months ended June 29, 2014, compared with a
net loss of $8.67 million on $19.11 million of revenue for the
three months ended June 30, 2013.

The Company's balance sheet at June 29, 2014, showed
$48.09 million in total assets, $23.04 million in total
liabilities, and total stockholders' equity of $25.05 million.

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

                       http://is.gd/0EqJ0V

                   About Ikanos Communications

Ikanos Communications, Inc. (Ikanos) is a provider of advanced
broadband semiconductor and integrated firmware products for the
digital home.  The Company's broadband digital subscriber line
(DSL), communications processors and other offerings power access
infrastructure and customer premises equipment (CPE) for many of
the network equipment manufacturers and telecommunications service
providers.  The Company's products are at the core of digital
subscriber line access multiplexers (DSLAMs), optical network
terminals (ONTs), concentrators, modems, voice over Internet
Protocol (VoIP) terminal adapters, integrated access devices
(IADs) and residential gateways (RGs).  The Company's products
have been deployed by service providers in Asia, Europe and North
and South America.


INSTITUTO MEDICO: Taps HLB as Counsel Over US Trustee's Objection
-----------------------------------------------------------------
Instituto Medico Del Norte Inc., aka Centro Medico Wilma N.
Vazquez, asks the U.S. Bankruptcy Court for the District of Puerto
Rico for permission to employ Hooper, Lundy & Bookman P.C. as its
special counsel.

The firm is expected to represent the Debtor in resolving its "DSH
Part C Days Issue", which is currently pending in the Debtor's
appeal before the provider reimbursement review board for fiscal
years 2003 and 2004.  Information on the DSH issue is available
for free at http://is.gd/cHRCcQ

Robert L. Roth, Esq., attorney and counsel at the firm, will
charge between $595 and $785 per hour for this engagement.

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

                      US Trustee's Objection

Guy G. Gebhardt, United States Trustee for Region 21, objects to
the retainer provisions of the Debtor's employment request, saying
the application attempts to establish that any retainer disbursed
will be regarded as nonrefundable; earned upon receipt, not to be
property of the estate and not applied to interim billing until
the final bill and the case is closed.

According to the US Trustee, the retainer cannot cease to be
property of the estate and cannot be regarded as non-refundable
or earned upon receipt in contravention pursuant to Section 330 of
the Bankruptcy Code, which provides that professional fees are not
earned without prior approval of the court.

                      About Instituto Medico

Instituto Medico del Norte, Inc., aka Centro Medico Wilma N.
Vazquez, aka Hospital Wilma N. Vazquez Skill Nursing Facility of
Centro Medico Wilma N. Vazquez, sought protection under Chapter 11
of the Bankruptcy Code on Oct. 30, 2013 (Bankr. D.P.R. Case No.
13-08961). The case is assigned to Judge Mildred Caban Flores.

The Debtor scheduled $20,843,692 in total assets and $20,107,642
in total liabilities.  The Debtor, however, said its real property
has a book value of $16,000,000 and personal property is worth
$6,105,979.

The Debtor is represented by Fausto David Godreau Zayas, Esq., and
Rafael A. Gonzalez Valiente, Esq., at Latimer Biaggi Rachid &
Godreau, in San Juan, Puerto Rico.  Luis B. Gonzalez & Co. CPA's
P.S.C. serves as accountant.

The U.S. Trustee for the District of Puerto Rico in December
appointed Dr. Carlos Mellado (b/t Lcda Dinorah Collazo Ortiz) as
patient care ombudsman.


IRISH BANK: Wins U.S. Nod to Sell Channelside Lease to CBP
----------------------------------------------------------
U.S. Bankruptcy Judge Christopher Sontchi has authorized the
foreign representative of Irish Bank Resolution Corp. to sell the
Debtor's interests in the Channelside premises to CBP Development
LLC pursuant to that a purchase and sale agreement dated July 2,
2014, with CBP Development LLC.

All objections to the sale agreement are dismissed.

Under the sale agreement, $7.1 million will payable by the
Purchaser to the Debtor and $1.9 million will be funded by the
Tampa Port Authority in connection with the sale in the form of
cash and offset of Cure due to the Port in consideration of the
endorsement of the Note by IBRC to the Port, resulting in total
consideration to IBRC of $9 million.

Concurrently with closing will respect to the Sale of the lease
assets, in consideration of the endorsement of the Note by the
Debtor to the Port, the Tampa Port Authority will remit
$1.9 million to the Debtor in cash or other immediately available
funds, subject to a deduction equal to the cure amount with
respect to the ground lease.

The adversary proceeding commenced by Liberty Channelside LLC,
which is currently pending before the Court (Adv. Pro. No. 13-
52542) will be dismissed with prejudice pursuant to a stipulation
of dismissal, and each party agrees to bear its own attorneys'
fees and costs.

                        Objections to Sale

The Tampa Port Authority filed a limited objection to the sale to
the extent that CBP Development is not selected to assume the
Ground Lease and an entity is selected as the purchaser of the
Ground Lease or Loan Documents which has failed to: (1) obtain the
Port's consent; (2) to provide adequate assurance of future
performance; and/or (3) to comply with the Foreign
Representatives' bidding procedures.

Liberty Channelside, LLC, also filed, but subsequently, withdrew
its objection.

Kieran Wallace and Eamonn Richardson, the foreign representatives
of IBRC, responded that the Court should approve the bid submitted
by CBP as the highest and best bid for the Assets.  The proposal
submitted by CBP constitutes a fully consensual deal with all
legitimate stakeholders in IBRC and in Channelside Bay Plaza.

According to the Foreign Representatives, Liberty, who is not a
creditor due to the fact that this Court has already dismissed its
claims with prejudice, is merely a disgruntled bidder lacking
standing to object to the outcome of the sale process for the
assets.  Liberty's challenges to the bidding procedures and the
sale process are wholly unfounded, according to them.

The Foreign Representatives said that Liberty's 13th-hour "bid"
should be rejected by the Court because it is a non-qualifying
bid.  Among other things, they point out that the offer is clearly
untimely and imposes conditions precedent to closing that are
impermissible (and likely unattainable).

Although the Port has also submitted a limited objection, IBRC
submits that the Port objection is moot if the Court approves the
prevailing lease bid, the prevailing loan bid, or abandonment of
the assets.

The Tampa Port Authority filed a response to the Liberty
objection, saying that Liberty is attempting to disrupt the bid
procedures, and strip the Port of significant rights that it holds
as the landlord of the Ground Lease.

                    About Irish Bank Resolution

Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being
seized by creditors.  Irish Bank Resolution sought assistance
from the U.S. court in liquidating Anglo Irish Bank Corp. and
Irish Nationwide Building Society.  The two banks failed and were
merged into IBRC in July 2011.  IBRC is tasked with winding them
down and liquidating their assets.  In February, when Irish
lawmakers adopted the Irish Bank Resolution Corp., IBRC was
placed into a special liquidation in the Irish High Court to
complete liquidation and distribution of the two banks' assets.

IBRC's principal asset as of June 2012 was a loan portfolio
valued at some EUR25 billion (US$33.5 billion). About 70 percent
of the loans were to Irish borrowers. Some 5 percent of the
portfolio was under U.S. law, according to a court filing.  Total
liabilities in June 2012 were about EUR50 billion, according
to a court filing.

Most assets in the U.S. have been sold already.  IBRC is involved
in lawsuits in the U.S.

IBRC was granted protection under Chapter 15 of the U.S.
Bankruptcy Code in December 2013.

Kieran Wallace and Eamonn Richardson of KPMG have been named the
special liquidators.


KM WEDDING EVENTS: Shares Offering to Provide Funding
-----------------------------------------------------
KM Wedding Events Management, Inc., filed its quarterly report on
Form 10-Q, disclosing net income of $20,345 on $396,350 of total
revenues for the three months ended June 30, 2014, compared with a
net loss of $68,911 on $304,955 of total revenues for the same
period in 2013.

"At June 30, 2014, the Company had cash equivalents of $98,773
compared to $88,616 at March 31, 2014.  At June 30, 2014, the
Company had a negative working capital (which included current
portion of long-term debt) of $290,172 compared to a negative
working capital of $306,585 at March 31, 2014.  On Nov. 18, 2013,
we filed a registration statement, number 333-192399, with the
Securities and Exchange Commission to register an offering of
10,000,000 shares of our common stock, at $0.30 per share.  The
registration statement was declared effective on March 11, 2014.
While we believe that if all shares offered under the Offering are
sold, the net proceeds should be sufficient to permit us to
continue operations and meet our capital requirements for
approximately twelve (12) months, there is no assurance that all
shares, if any, will be sold.  In addition, even if all of the
shares are sold in the Offering, it is anticipated that we may
need to If not all of the shares offered in the Offering are sold,
we will need to obtain substantial additional funds much sooner to
maintain, grow and expand our operations.  Our established bank-
financing arrangements will not be adequate.  Therefore, it is
likely that we would need to seek additional financing through
subsequent future private sales of its debt or equity securities
to fund its growth plans. These factors raise substantial doubt
regarding our ability to continue as a going concern," according
to the regulatory filing.

The Company's balance sheet at June 30, 2014, showed
$1.91 million in total assets, $1.13 million in total liabilities,
and stockholders' equity of $770,890.

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

                       http://is.gd/LQfwT3

KM Wedding Events Management, Inc., a development stage company,
operates in the wedding services industry in South India.  The
company provides matrimonial services, including matchmaking and
partner identification services through various mediums comprising
online, offline, print media, ground events, television shows,
etc.; and wedding services, such as catering, and event planning
and management services.  It serves Indian high-income group,
higher middle-income group, and other affluent individuals in
Tamil Nadu and Andhra Pradesh.  The company was incorporated in
2012 and is based in Dublin, California.


LDR INDUSTRIES: To Sell Business Through Chapter 11 Bankruptcy
--------------------------------------------------------------
The owners of LDR Industries, a manufacturer, importer and
distributor of plumbing products, have decided to sell the company
through a Chapter 11 bankruptcy which was filed on Sept. 2(DIP#14-
32138).

"LDR is a strong viable business," says Bill Underwood, LDR
President & CEO.  "It is currently involved in a dispute with U.S.
Customs, and this is the best way to resolve that dispute."

The company has inventory and cash to continue to meet the needs
of customers' fill rate and service requirements.  LDR also has
cash to continue to pay its suppliers and creditors as well as the
support of its bank.

LDR plans to defend itself aggressively against the Customs claim
but doing so requires seeking bankruptcy protection to obtain
court jurisdiction over the dispute without having to first pay
the duties claimed.  This bankruptcy filing affects only the U.S.
distribution organization of LDR, not the manufacturing businesses
located in Asia.

Shortly after the filing, LDR will begin the process of a sale of
LDR and its associated companies through the Chapter 11
proceedings.  There are already several interested parties, and
one of them has already tendered an offer in the form of a letter
of intent. This is being done for many reasons but the primary
reasons are:

1.  To ensure continuity of a great business that, except for the
customs dispute, would otherwise be continuing as it has since our
founding in 1971 as a leading importer and manufacturer of
plumbing products.

2.  To protect its customers and to continue to meet its
customers' product, fill rate and service needs.

3.  To protect its suppliers' ongoing business into the future
while also insuring being able to pay the amounts of its pre-
petition debts to those suppliers at the highest level possible.

4.  To protect the jobs of the loyal LDR employees that have made
LDR what it has become.

LDR's business is strong and under new ownership it will continue
to be a leading importer and manufacturer of plumbing products
just as it has since its founding in 1971.

"There are no current plans for layoffs as a result of the
bankruptcy filing," Mr. Underwood says.  The distribution business
has 100 employees based in Chicago.

                     About LDR Industries

For over 75 years, Chicago-based LDR Industries and its
predecessor companies engages in the distribution of plumbing
products to the home improvement industry, including faucets,
showers, sinks, toilet seats and variety of other specialty lines
such as lead-free valves.


LIGHTSQUARED INC: Obtains $121-Mil. in DIP Financing
----------------------------------------------------
Lightsquared Inc., et al., sought and obtained a final order from
the U.S. Bankruptcy Court for the Southern District of New York
authorizing them to obtain sixth replacement superpriority senior
secured priming postpetition financing up to an aggregate amount
of $120,612,798, made available by certain members of the ad hoc
group of prepetition lenders, including Capital Research and
Management Company and Cyrus Capital Partners, L.P.

The term of the Sixth Replacement LP DIP Facility will end on
Nov. 15, 2014.

A full-text copy of the 6th Order with Budget is available at
http://bankrupt.com/misc/LIGHTSQUARED1736.pdf

                     About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LONGVIEW POWER: Mepco Debtors' Financing Deal With Aon Approved
---------------------------------------------------------------
Longview Power, LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to approve the Mepco Debtors' entry into a
premium financing agreement with Aon Premium Finance, LLC, and to
authorize the Mepco Debtors to honor their obligations thereunder.

The Mepco Debtors have historically financed the premium payments
for six of their insurance policies pursuant to a prepetition
premium financing arrangement ("PFA").  The Mepco Debtors'
insurance program expired on June 1, 2014.  In a manner consistent
with their historical practice, the Mepco Debtors have renewed
those policies and replaced those policies, as applicable, from
various carriers for an additional one year period through June 1,
2015.  The total amount of premiums due under the Financed
Policies for the upcoming policy year is approximately $611,000.

Pursuant to the PFA, Aon has financed the aggregate amount of the
Insurance Premiums payable by the Mepco Debtors pursuant to
certain insurance policies on a secured basis.  Pursuant to the
PFA, the Mepco Debtors are required to remit to Aon: (a) a cash
down payment of no more than $213,716 paid upon execution, which
has already been paid and is no more than approximately 35% of the
financed Insurance Premiums; and (b) no more than seven monthly
installments for $57,329, the first of which was paid on July 1,
2014.

                    About Longview Power LLC

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

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

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

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


LONGVIEW POWER: Amended Incentive Plan for Up to $2.1MM Pay OK'd
----------------------------------------------------------------
Longview Power LLC, et al., sought and obtained authority from the
U.S. Bankruptcy Court for the District of Delaware to amend the
Debtors' Key Employee Incentive Plan for the three key senior
executives of the Longview Debtors and the six key senior
executives of the Mepco Debtors, providing a maximum award
opportunity of approximately $2.1 million in the aggregate.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware -- defranceschi@rlf.com -- explained that
each award program was tied to the Debtors' emergence from Chapter
11 before April 2014.  He asserted that the Debtors seek to
implement incentives to drive outperformance while efforts to
emerge from bankruptcy continue.

The Longview KEIP Participants and their award opportunities are:

                                                         Total
                          2014 Target   2015 Target    Potential
Participant     Salary   Award Value   Award Value   Award Value
-----------     ------   -----------   -----------   -----------
CEO           $454,300     $227,150      $408,870      $636,020

CFO            275,000      137,500       173,250       310,750

VP:
Marketing &    282,322      141,161           N/A       141,161
Origination                 -------       -------     ---------

Total Award Opportunity    $505,811      $582,120    $1,087,931

The Mepco KEIP Participants and their award opportunities are:

                           Target Award      Maximum Award
Participant                Opportunity        Opportunity
-----------                -----------        -----------
SVP - Mining                  $175,000           $233,333

VP of Sales and                137,500            183,333
Surface Mining

SVP - Operations               137,500            183,333

CFO                            100,000            133,333

Secretary and                  100,000            133,333
Treasurer

VP of Human Resources          100,000            133,333
and Safety                     -------            -------

Total Award Opportunity        $750,000         $1,000,000

                    About Longview Power LLC

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

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

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

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


MADISON MEMORIAL: S&P Alters Outlook to Stable, Affirms BB+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative and affirmed its 'BB+' long-term rating on Madison
County, Idaho's series 2006 revenue certificates of participation
(COPs), issued for Madison Memorial Hospital (MMH).

"The revision to stable outlook reflects our assessment of MMH's
strong operating performance for fiscal 2013 and the nine-month
interim period of fiscal 2014 ended June 30," said Standard &
Poor's credit analyst Jessica Goldman.  "The strong operations
generated robust cash flows, offsetting the anticipated weakening
in unrestricted reserves from an approximately $10 million
investment in a short-stay rehabilitation hospital, a new joint
venture."

According to management, MMH has completed the required capital
investment in the joint venture and expects it to be operational
in the next 12 months.  Management indicates it expects the joint
venture to be profitable quickly once operations commence.  If
this is not the case, in S&P's view, MMH still has the ability to
absorb small losses for that entity, in light of its improved
operating performance.  While the board decided against pursuing
the purchase of a previously discussed land for long-term
expansion with an estimated cost of $2 million, there is potential
for construction on shelled space at the hospital.  The ultimate
timing of the project is unknown, but the potential $5 million
project could weaken the balance sheet.

The stable outlook reflects S&P's view of MMH's improved operating
results generating sufficient cash flows, mitigating the risk of
weakening of the balance sheet associated with the new joint
venture as well as provide cushion for some operational risk.  The
outlook also reflects S&P's expectation that MMH will maintain its
good maximum annual debt service coverage and improve its balance
sheet metrics based on S&P's expectation that cash flows will
remain solid and significant capital expenditures limited to a
potential future $5 million project.

In S&P's opinion, MMH's balance sheet metrics, characterized by
high debt to capitalization and low reserves to debt, precludes a
positive outlook or rating action within the one-year outlook
period.  S&P could however consider a positive rating action over
the longer-term if MMH maintains its recent trend of good
operating performance while incrementally improving its balance
sheet metrics.  Conversely, operating losses or any balance sheet
decline could result in a negative outlook or a lower rating in
the next one to two years.


MATAGORDA ISLAND: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Matagorda Island Gas Operations, LLC
        1020 David Drive, Ste. 200
        Morgan City, LA 70380

Case No.: 14-51099

Chapter 11 Petition Date: September 3, 2014

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

Judge: Hon. Robert Summerhays

Debtor's Counsel: Christopher T. Caplinger, Esq.
                  Stewart F. Peck, Esq.
                  LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD
                  601 Poydras Street, Ste 2775
                  New Orleans, LA 70130
                  Tel: (504) 568-1990
                  Email: ccaplinger@lawla.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $100 million to $500 million

The petition was signed by Richard P. Watson, CEO of managing
member of sole member.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Action Welding & Fabricating                           $72,000

Aggreko LLC                                            $80,000

Anglo-Suisse Investments, LLC                         $122,000

Briggs and Veselka Co.                                 $57,000

Cudd Pressure Control                                  $48,000

Expert E & P Consultants                               $79,000

Exterran Partners                                     $375,000
16666 Northchase Dr.
Houston, TX 77060

G & J Land and Marine Food                             $66,000
Distributors

Hustler Marine Services                               $162,000

J. Schneider & Associates Ltd.                        $145,000

Martin Energy Services, LLC                            $95,000

New Century Fabricators, Inc.                         $117,000

Palacios Marine                                       $700,000
P.O. Box 875
Port O Connor, TX 77982

Seamar Divers International, LLC                       $77,000
13715 Promenade Blvd.
Stafford, TX 77477

Shamrock Management, LLC                            $3,000,000
4800 Hwy 311
Houma, LA 70360

Stallion Offshore Quarters                            $350,000
950 Cornindale, Suite 300
Houston, TX 77024

Suwannee Supply, Inc.                                  $70,000
P.O. Box 1820
Victoria, TX 77902

TETRA Applied                                          $52,000
Technologies LLC
24955 Interstate 45 North
Spring, TX 77380

Texas General Land Office                              $44,000
1700 N. Congress Ave.
Austin, TX 78701

Wood Group                                          $1,665,000
17000 Katy Fwy. Suite 150
Houston Katy Fwy., Suite 150
Houston, TX 77094


MECHANICSBURG LAND: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Mechanicsburg Land and Timber Co., LLC
        P. O. Box 39
        Satartia, MS 39162

Case No.: 14-02791

Chapter 11 Petition Date: September 3, 2014

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Jackson-3 Divisional Office)

Judge: Hon. Neil P. Olack

Debtor's Counsel: J. Walter Newman, IV, Esq.
                  NEWMAN & NEWMAN
                  248 East Capitol Street, Suite 539
                  Jackson, MS 39201
                  Tel: 601 948-0586
                  Fax: 601-948-0588
                  Email: wnewman95@msn.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by C. Pat Ramsay, manager.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/mssb14-02791.pdf


MEE APPAREL: Objections Filed to Liquidating Plan
-------------------------------------------------
The State of Michigan Department of Treasury and Artech S.A.S. and
C.I. Techniprint S.A.S. have filed objections to Mee Apparel LLC
and Mee Direct LLC's proposed Plan of Orderly Liquidation.

Assistant Attorney General Margaret A. Bartindale, Esq.,
representing Michigan Treasury, relates that Michigan Treasury
filed two claims against MEE Direct LLC.  The claims are: (1) a
priority tax claim in the amount of $54,609.08; and (2) a general
unsecured claim in the amount of $6,007.

Michigan Treasury objects to the extent that the Plan attempts to
disallow Michigan Treasury's general unsecured claim for the
penalties related to the debt on its priority tax claim.  Further,
Michigan Treasury complains that the Debtors' Plan fails to
provide for the payment of interest on all priority tax claims
that are not paid in full on the effective date.

Michigan Treasury also objects to the Debtors' Plan to the extent
that it attempts to extinguish Michigan Treasury's setoff rights.
Michigan Treasury's setoff rights survive confirmation of a plan.

In addition, Michigan Treasury objects to the extent that the
Debtors' Plan attempts to discharge liabilities of corporate
officers and/or other non-debtors, which violates Section 524(e)
of the Bankruptcy Code.  Such language precludes confirmation of
the Plan because a court cannot discharge the liabilities of a
non-debtor.

Michigan Treasury objects to the Debtors' Plan to the extent that
it attempts to waive Treasury's statutory rights to enforce their
claims against corporate officers.  According to Michigan
Treasury, it is inappropriate and in contravention of Michigan law
for the Debtors to attempt to release, waive, or restrict the
Michigan Treasury's rights against those third-parties.

Michigan Treasury relates that its priority and general unsecured
tax claims are based, in large part, upon estimated tax
liabilities.  In order to assess actual debt, Michigan Treasury
requests that that Debtor file annual returns for sales, use, and
withholding taxes (with supporting schedules and monthly
worksheets) for December 2009 through March 2014.

            Artech and CIT Opposes Plan of Liquidation

Filing an objection to the disclosure statement, Artech and CIT
point out that they have filed Claim Nos. 181, 182, 183 and 184.
Each of the claims were filed "with a full reservation of [its]
rights and remedies" in an action pending in the Supreme Court of
the State of New York.

Representing Artech and CIT, Harlan M. Lazarus, Esq., of Lazarus &
Lazarus P.C., tells the Court that Article 8.1 Term of Bankruptcy
Injunction or Stays of the Debtors' Plan is overbroad as written.
Article 8.1 of the Plan impermissibly seeks a third party release
in connection with the State Court Defendants or others as to
Artech and CIT and others.  The Debtors have made no showing as to
the appropriateness of the third party release and, accordingly,
the Plan, as written, should not be approved.

                        About MEE Apparel

Founded in 1993 by Marc Ecko, Gerszberg and Marci Tapper, MEE
Apparel LLC and MEE Direct LLC are providers of youth apparel and
streetwear under the "Ecko Unltd." and "Unltd." brands.  Evolving
from just six t-shirts and a can of spray paint, MEE has become a
full scale global fashion and lifestyle company.  In 2013, MEE
Apparel generated gross sales of approximately $50 million.

MEE Apparel LLC and MEE Direct LLC filed Chapter 11 bankruptcy
petitions (Bankr. D.N.J. Case Nos. 14-16484 and 14-16486) on
April 2, 2014.  As of the Petition Date, the Debtors had assets of
approximately $30 million and liabilities of $62 million,
including $25 million of debt outstanding to unsecured creditors.
Judge Christine M. Gravelle presides over the Chapter 11 cases.
The petitions were signed by Jeffrey L. Gregg as chief
restructuring officer.

Cole, Schotz, Meisel, Forman & Leonard, P.A., serves as the
Debtor's counsel.  Prime Clerk LLC is the Debtor's claims and
noticing agent.  Innovation Capital, LLC, acts as the Debtor's
investment banker.

Suchman LLC closed the purchase of substantially all of MEE's
assets pursuant to the asset purchase agreement dated May 30,
2014.  The sale was valued at $12 million.

The U.S. Trustee for Region 3 has appointed five members to the
Official Committee of Unsecured Creditors.  Counsel for Committee
is David M. Posner, Esq., Otterbourg, P.C., in New York.  The
Committee also retains Capstone Advisory Group LLC as financial
advisor.


METABOLIX INC: Reports $7.24-Mil. Net Loss in Second Quarter
------------------------------------------------------------
Metabolix, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $7.24 million on $1.17 million of total
revenue for the three months ended June 30, 2014, compared with a
net loss of $7.87 million on $1.71 million of total revenue for
the same period in 2013.

"As of June 30, 2014, the Company held unrestricted cash, cash
equivalents and investments of $5,531. The Company's present
capital resources are not sufficient to fund its planned
operations for a twelve month period, and therefore, raise
substantial doubt about its ability to continue as a going
concern. Based on current projections, the Company anticipates
that unless by mid-August, 2014, it is reasonably likely that it
will be able to obtain additional funding by August 31, 2014, the
Company will be forced to initiate steps to cease operations. On
Aug. 4, 2014, the Company entered into a securities purchase
agreement with certain investors, pursuant to which the Company
agreed to sell to the investors units of the Company's securities
for an aggregate purchase price of $25,000.  The closing of the
proposed financing is subject to certain conditions specified in
the purchase agreement, including the Company's receipt from
NASDAQ of a financial viability exception from obtaining
stockholder approval under NASDAQ listing rules.  Even if the
financing is completed as planned, the Company will, during 2015,
require significant additional financing to continue to fund its
operations and to support its capital needs.  The timing,
structure and vehicles for obtaining future financing are under
consideration by the Company and it may be accomplished in stages.
The Company's goal is to use this capital from the pending
transaction and future financings to build an intermediate scale
specialty biopolymers business based on PHA additives that will
serve as the foundation for its longer range plans and future
growth of its business, but there can be no assurance that
financing efforts will be successful," the Company said in the
regulatory filing.

The Company's balance sheet at June 30, 2014, showed $11.4 million
in total assets, $4.51 million in total liabilities, and
stockholders' equity of $6.86 million.

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

                       http://is.gd/YOlfLC

Headquartered in Cambridge, Massachusetts, Metabolix, Inc. is an
innovation-driven bioscience company focused on delivering
sustainable solutions to the plastics, chemicals and energy
industries.  The Company has core capabilities in microbial
genetics, fermentation process engineering, chemical engineering,
polymer science, plant genetics and botanical science.


MISSION NEW ENERGY: Inks JV to Sell Biodiesel Plant for $22.5MM
---------------------------------------------------------------
Mission NewEnergy Limited disclosed that its Malaysian subsidiary,
M2 Capital Sdn Bhd has entered into a joint venture and
shareholders agreement with Felda Global Ventures Downstream Sdn
Bhd, a subsidiary of Felda Global Ventures Holdings Berhad, and
Benefuel International Holdings S.A.R.L (Benefuel) to establish a
new joint venture company, to own and operate the 250,000 tpa
refinery at Kuantan Port belonging to Mission's Malaysian
subsidiary, Mission Biofuels Sdn Bhd (MBSB) to be retrofitted
using Benefuel US proprietary "ENSEL(R)" technology.  This will
enable the Joint Venture to produce high quality biodiesel from
lower cost feedstock.

Pursuant to the joint venture, Mission's Malaysian subsidiary,
Mission Biofuels Sdn Bhd simultaneously signed a Plant Purchase
Agreement to sell its 250,000 tpa biodiesel refinery to the joint
venture company for a sum of US$22.5 million.

M2 Capital will re-invest part of the proceeds for a 20% equity
stake in the joint venture company, with the balance of the equity
held by FGVD (60%) and Benefuel (20%).

All conditions precedent to the transaction are expected to be
completed by the fourth quarter of 2014.

MBSB will utilize a significant portion of the proceeds from the
sale for debt reduction and will set aside the sum A$4m in a
designated account pursuant to a consent order recorded by the
High Court in Malaysia pertaining to the ongoing Malaysian
arbitration proceedings between MBSB and its contractor for the
250,000 tpa refinery, KNM Process Systems Sdn Bhd.  Any remaining
funds will be used for general working capital.

Among the conditions precedent, the sale of the biodiesel refinery
will require an unconditional and full release of:

   1. the refinery as security for the fully paid SLW
      International facility, which will be cancelled as a result
      of the sale.

   2. the refinery from being the subject matter of the security
      to the Loan Agreement between MNEL and MBSB

Nathan Mahalingam, Group CEO of Mission said, "With the sale of
the biodiesel refinery to the joint venture company, the
restructuring plan embarked by the Company as announced in our
announcement dated 27 January 2012 will be completed.  The
Company's balance sheet should improve significantly after the
disposal with shareholders funds turning positive."

"We are also delighted to retain a 20% equity stake in the
refinery through the joint venture.  The first 100,000 tpa
refinery which Mission sold to FGVD last year is now operating
profitability at near full capacity.  We have no doubt that the
2nd refinery will do even better," Nathan added.

The Company said it is currently reviewing several business
opportunities, with its focus mainly on income generating
businesses with growth potential in the energy, biomass to energy,
oil and gas sectors.

                            Annual Report

Mission NewEnergy reported a loss of A$1.09 million on A$9.68
million of total revenue for the year ended June 30, 2014,
compared to a profit of A$10.05 million on $8.41 million of total
revenue during the prior year.

As of June 30, 2014, the Company had A$4.04 million in total
assets, A$15.40 million in total liabilities and an A$11.35
million total deficiency.

A copy of the Form 6-K Report is available for free at:

                         http://is.gd/FcGTyZ

                       About Mission NewEnergy

Based in Subiaco, Western Australia, Mission NewEnergy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company incurred operating cash outflows
of $3.7 million during the year ended 30 June 2013 and, as of that
date the consolidated entity's total liability exceeded its total
assets by $12.5 million.  These conditions, along with other
matters, raise substantial doubt the Company's ability to continue
as a going concern.


MOMENTIVE PERFORMANCE: Bondholders Look to Appeal Ruling
--------------------------------------------------------
Tom Corrigan, writing for Daily Bankruptcy Review, reported that
the trustee governing Momentive Performance Materials Inc.'s
lowest-ranking bonds is seeking a bankruptcy-court order allowing
it to appeal a recent ruling on a restructuring plan that
effectively wipes out its bondholders.  According to the report,
lawyers for the trustee, U.S. Bank, have challenged a ruling that
places its bonds at the bottom of the creditor priority list,
claiming that its bonds shouldn't be treated any worse than
Momentive's second-lien bonds, which are expected to be swapped
for equity.

                   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.


MPF HOLDING: Personal Jurisdiction Over Non-U.S. Units Limited
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, and
Sherri Toub, a Bloomberg News writer, reported that U.S. District
Judge Lynn N. Hughes in Houston, Texas, ruled that a U.S.
bankruptcy court doesn't have personal jurisdiction over a
subsidiary not present in the country.  According to the report,
Judge Hughes said a sister company could bind a sibling to
jurisdiction if one was shown to be the alter ego of the other.

The case is Compton v. Keppel Shipyard LTD (In re MPF Holding US
LLC), 13-2473, U.S. District Court, Southern District of Texas
(Houston).


N'GENUITY ENTERPRISES: Bowen Must Face Jackson Suit
---------------------------------------------------
District Judge Joan H. Lefkow denied the request of Alfred Bowen
to dismiss a lawsuit filed against him and N'Genuity Enterprises,
Co. by Vincent E. Jackson for breach of fiduciary duty and
violations of Arizona state law.

N'Genuity has cited the litigation with Jackson as reason for its
Chapter 11 filing.

Jackson and Bowen's wife, Valerie Littlechief, formed N'Genuity, a
wholesale food distributor, in April 2001.  Littlechief, an
Arizona citizen, served as N'Genuity's president and owned 51% of
the shares, while Jackson, an Illinois citizen, was its secretary
and owned the remaining shares.

Between 2007 and 2009, Jackson grew suspicious that Littlechief
was misappropriating corporate funds and using them to pay
personal expenses and to pay family members who were not N'Genuity
employees, including her husband, Bowen.  Jackson also suspected
that Littlechief and other N'Genuity directors were attempting to
dilute his shares.

In 2009, Jackson filed case number 09 C 6010 in district court
against N'Genuity, Littlechief, Bowen, and Bowen's son Dustin
Bowen (an N'Genuity director), among others, for breach of
fiduciary duty, violation of the Arizona Business Corporation Act,
and civil conspiracy, and other claims.  Many of the defendants in
the 2009 suit, including N'Genuity, filed for bankruptcy
protection and Jackson's claims against N'Genuity were tried
before a bankruptcy court in Arizona.  The bankruptcy court
awarded Jackson $500,000 and litigation expenses. It ordered that
Jackson retain 49% interest in the reorganized company and that he
be given notice of all N'Genuity meetings.  This court retained
jurisdiction over Jackson's claims in the 2009 suit during the
pendency of the bankruptcy proceedings, and that suit is still
ongoing in district court.

The Arizona bankruptcy court confirmed N'Genuity's bankruptcy plan
in April 2012 and N'Genuity's pre-bankruptcy debts were discharged
as provided in the confirmation order.  Jackson alleges that the
reorganized N'Genuity, under Bowen's direction, has continued to
misappropriate funds and engage in other nefarious acts.  For
example, it has paid Bowen and his family members substantial
amounts of money, both directly and through companies wholly owned
by Bowen or his family members, in an attempt to render itself
"equity poor."  This has devalued Jackson's interest in the
company.  And, to cover up its misconduct, it has refused to
produce financial records to Jackson for inspection.

Based on this post-discharge misconduct, Jackson filed a second
suit against Bowen and N'Genuity. He asserts a claim for violation
of the Arizona Business Corporation Act, Sec. 10-1602, against
N'Genuity (Count I), seeks appointment of a receiver for N'Genuity
(Count II), asserts a claim for breach of fiduciary duty against
Bowen (Count III), and seeks an injunction barring dilution or
Jackson's ownership interest in N'Genuity, payments or loans to
Bowen and his family members for personal expenses, and the
transfer of N'Genuity's assets or funds to any business entity in
which Bowen or his family members have an ownership interest
(Count IV). Bowen now moves to dismiss the complaint against him
on personal jurisdiction and venue grounds.

The case is, VINCENT E. JACKSON, Plaintiff, v. N'GENUITY
ENTERPRISES, CO. and ALFRED BOWEN, Defendants, Case No. 14 C 2197
(N.D. Ill.).  A copy of the Court's August 28, 2014 Opinion and
Order is available at http://is.gd/dh98Eqfrom Leagle.com.

Vincent E. Jackson is represented by:

     Kim A Novi, Esq.
     Warren John Stapleton
     OSBORN MALEDON, P.A.
     2929 North Central Avenue
     Twenty-First Floor
     Phoenix, AZ 85012-2793
     Tel: (602) 640-9354
     Fax: (602) 640-9050
     E-mail: wstapleton@omlaw.com

                   About N'Genuity Enterprises

N'Genuity Enterprises Co., based on Scottsdale, Arizona, filed for
Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 14-11553) in
Phoenix on July 28, 2014, listing total assets of $2.33 million
and total debts of $3.06 million.  The company makes food products
for the U.S. military, restaurants, food service operations and
casinos.

Judge Paul Sala presides over the case.  John R. Clemency, Esq.,
at Gallagher & Kennedy, P.A., serves as the Debtor's counsel.  MCA
Financial Group, Ltd., serves as the Debtor's financial and
restructuring advisor.

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

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


NATIONAL JEWISH: S&P Cuts Rating on 2012 Revenue Bonds to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
the Colorado Health Facilities Authority's series 2012 refunding
revenue bonds and its underlying rating (SPUR) on the authority's
series 2005 bonds to 'BB+' from 'BBB-'.  All bonds were issued for
National Jewish Health (NJH).  The outlook is stable.

"The rating action reflects our view of NJH's increased operating
losses in fiscal years 2013 and 2014 to date, which have resulted
in weak maximum annual debt service coverage," said Standard &
Poor's credit analyst Avanti Paul.

The stable outlook reflects S&P's view of NJH's strong business
position, new partnerships, and strategies to continue to expand
its clinical revenue and reverse its operating performance trend.


NCL CORP: Moody's Affirms 'Ba3' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed NCL Corporation Limited's Ba3
Corporate Family rating and Ba3-PD Probability of Default rating
and changed the rating outlook to negative reflecting yesterday's
announcement that the company will acquire Prestige Cruises
International, Inc., the parent of Oceania Cruises Inc. and Seven
Seas Cruises S. DE R.L. for $3.025 billion. The acquisition will
be financed with $670 million of equity, cash on hand, assumption
of existing debt, and new debt.

Ratings Rationale

The affirmation of NCL's CFR and PD ratings reflects the combined
company's larger scale and greater operating leverage, increased
diversification into the premium and luxury segments of the cruise
industry, and improving overall industry operating conditions
reflected in rising cruise pricing. NCL's net revenues and EBITDA
will increase 39% and 33%, respectively, once the acquisition is
completed. As of the last twelve months ended June 30, 2014 the
combined companies' pro-forma net revenue was $3.0 billion and
EBITDA was $976 million, excluding synergies. Moody's estimates
pro-forma (trailing twelve months ended June 30, 2014) debt/EBITDA
is around 5.8 times and EBIT/interest expense is about 2.9 times,
excluding synergies and potential interest expense savings.
Moody's expect the combined entities can generate free cash flow
that can be used to reduce debt. The affirmation also reflects
NCL's track record of reducing debt and increasing EBITDA.

The negative outlook reflects pro-forma leverage that is above the
level Moody's previously set for a possible downgrade and is above
the range for a Ba3 rating per the Global Lodging & Cruise
Methodology. The outlook revision also considers execution risk
related to absorbing Prestige and continued debt financed capacity
expansion (one ship per year through 2019) that could delay the
pace of de-leveraging particularly if the new capacity enters the
market during a period of weak demand.

Moody's also placed NCL's individual debt instruments on review-
direction uncertain pending information on the final capital
structure of the combined entity and the relative amount of senior
versus junior ranking obligations.

The ratings could be downgraded if it appears likely debt/EBITDA
will not decline from pro-forma levels over the next twelve
months.

The rating outlook could revert to stable if the company reduces
debt/EBITDA to around 4.75 times and liquidity remains solid.

Issuer: NCL Corporation Limited

On Review Direction Uncertain:

  Senior Secured Bank Credit Facility, Placed on Review Direction
  Uncertain, currently Ba2

  Senior Unsecured Regular Bond/Debenture, Placed on Review
  Direction Uncertain, currently B2

Outlook Actions:

  Outlook, Changed To Negative From Positive

Affirmations:

  Probability of Default Rating, Affirmed Ba3-PD

  Corporate Family Rating (Local Currency), Affirmed Ba3

NCL Corporation Ltd, ("Norwegian"), a wholly subsidiary of
Norwegian Cruise Line Holdings, Ltd, headquartered in Miami FL,
operates 13 cruise ships that offer itineraries in North and South
America as well as Europe. Genting HK, affiliates of Apollo
Management and TPG own approximately 55.4% of the company. The
company generates annual net revenues of about $2.0 billion.

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


NCL CORP: S&P Affirms 'BB-' CCR & Revises Outlook to Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on NCL Corp. Ltd. and revised its rating outlook to
stable from positive.

At the same time, S&P placed all issue-level ratings on NCL debt
on CreditWatch with negative implications.  While NCL has provided
a broad outline of the financing package for the acquisition, the
specific issuance sizes of new secured and unsecured debt, the
ultimate obligors, and the collateral packages are not yet known.
S&P plans to review its issue-level and recovery ratings once it
is able to assess the post-acquisition capital structure.

"We also placed all ratings on Prestige subsidiaries' Oceania
Cruises Inc. and Seven Seas Cruises S de R.L., including our 'B'
corporate credit rating, on CreditWatch with positive
implications.  We expect to treat Prestige, Oceania, and Seven
Seas as core subsidiaries of NCL following the acquisition and
would equalize our corporate credit ratings on these entities.
Our assessment of these entities as core reflects our view that
they operate in the same line of business as NCL and are integral
to NCL's long-term strategy and will be fully integrated into NCL.
We will likely resolve our CreditWatch listings on these companies
following our assessment of the acquisition financing," S&P said.

"The affirmation reflects our view that the acquisition
strengthens NCL's business profile enough to offset additional
leverage to complete the acquisition.  In addition, the
significant portion of equity financing that NCL plans to issue
limits the increase in leverage related to the acquisition.  The
acquisition improves NCL's scale, scope, and diversity, by adding
two new brands in different price segments, as well as 20% in
additional capacity, to NCL's existing fleet.  Furthermore, the
combined entity's larger scale improves NCL's ability to
internally fund future ship deliveries.  We believe that the
combined entity's greater scale, as well as a complementary
schedule of new ship deliveries over the next several years, will
position NCL to be able to improve leverage over the next several
years," S&P added.

S&P's business risk assessment also factors in NCL's position as
the third largest cruise operator in the North American market
(behind Carnival Corp. and Royal Caribbean Cruises Ltd.),
management's success in executing operating improvements over the
past few years, significant capital requirements to fund new ship
building, an inability to pull back spending once a ship order is
committed, and the cruise industry's sensitivity to the economic
cycle.

S&P's financial risk profile assessment reflects its view that
leverage will increase to the low-5x area in 2014 and improve to
about 5x by the end of 2015.  S&P believes funds from operations
(FFO) to debt will average at least 15%, and EBITDA coverage of
interest above 4x over the next several years.


NE OPCO: "Torres" Suit Remanded to Los Angeles State Court
----------------------------------------------------------
Bankruptcy Judge Robert Kwan remanded a wrongful discrimination
suit filed by Paul Torres, a former machine adjuster for NE Opco
Inc., to the Superior Court of California for the County of Los
Angeles.  Judge Kwan denied the motion of Cenveo Corp. to transfer
the lawsuit to the bankruptcy court in Delaware.

Cenveo, which acquired certain of NE Opco's assets, removed this
action to the federal District Court in Los Angeles, Calif., on
February 26, 2014.

The case is, PAUL TORRES, Plaintiff, v. NE OPCO INC, CENVEO CORP,
THE GORES GRP LLC, DOES 1-25, Defendants, Adv. No. 2:14-ap-01121
RK (Bankr. C.D. Cal.).  A copy of Judge Kwan's August 28 Order is
available at http://is.gd/vl8Uctfrom Leagle.com.

                          About NE OPCO, Inc.

National Envelope is the largest privately-held manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the 2013 case, the company tapped the law firm Richards, Layton
& Finger as counsel, PricewaterhouseCoopers LLP as financial
adviser, and Epiq Bankruptcy Solutions as claims and notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq.,
Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J.
Keane, Esq.  Guggenheim Securities, LLC, serves as its investment
banker and financial advisor.

National Envelope won court approval on July 19, 2013, for a
global settlement permitting a sale of the company without
objection from the official unsecured creditors' committee.  The
settlement ensures some recovery for unsecured creditors.  The
Company also won final approval for $67.5 million in bankruptcy
financing being supplied by Salus Capital Partners LLC.

Judge Christopher Sontchi authorized three buyers to acquire
National Envelope's business for a total of about $70 million.
Connecticut-based printer Cenveo Inc. acquired National Envelope's
operating assets for $25 million, Hilco Receivables LLC picked up
accounts receivable for $25 million and Southern Paper LLC took on
its inventory for $15 million.


NEPHROS INC: Southpaw et al Report 4.5% Equity Stake
----------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Southpaw Credit Opportunity Master Fund LP
and its affiliates disclosed that as of Aug. 27, 2014, they
beneficially owned 1,145,278 shares of common stock of Nephros,
Inc., representing 4.5 percent of the shares outstanding.  A copy
of the regulatory filing is available for free at
http://is.gd/wWt5jG

                           About Nephros

River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters.  Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.

Nephros, Inc., reported a net loss of $3.69 million in 2013
following a net loss of $3.26 million in 2012.

As of June 30, 2014, the Company had $2.35 million in total
assets, $2.13 million in total liabilities and $216,000 in total
stockholders' equity.

Rothstein Kass, in Roseland, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company has incurred negative cash flow from operations and net
losses since inception.  These conditions, among others, raise
substantial doubt about its ability to continue as a going
concern.


NEW ENGLAND COMPOUNDING: MDL Court Rules on Motions to Dismiss
--------------------------------------------------------------
Massachusetts District Judge Rya W. Zobel ruled on several motions
to dismiss under Fed. R. Civ P. 12(b)(6), filed by clinic-related
defendants from Tennessee and New Jersey in the multidistrict
litigation that stemmed from an outbreak of fungal meningitis
caused by contaminated methylprednisolone acetate ("MPA")
manufactured and sold by the New England Compounding Pharmacy,
Inc., d/b/a New England Compounding Center.  The Tennessee and New
Jersey defendants based their motions to dismiss on alleged
noncompliance with certain state law requirements and failure to
state a claim on which relief can be granted.

The motions to dismiss fall into two categories:

     -- The first, brought by the defendants from Tennessee, seeks
dismissal for plaintiffs' alleged failure to comply with the
Tennessee Health Care Liability Act ("THCLA").

     -- The second set of motions focuses on "global claims,"
i.e., claims against defendants alleged in all or a substantial
number of cases.

Each group of the defendants has filed a separate "global claims"
motion: the Tennessee Clinic Defendants; the Saint Thomas
Entities; the Ascension Parties; and the Premier Defendants.

The groups of defendants are:

     1. Tennessee Clinic Defendants

Defendant St. Thomas Outpatient Neurosurgical Center, LLC
("STOPNC") is a licensed ambulatory surgery center located in
Nashville, Tennessee. STOPNC purchased contaminated MPA from NECC
and administered it to patients. Defendant Howell Allen Clinic,
P.C. ("Howell Allen"), a neurosurgical group in Nashville, owns a
50% interest in STOPNC and staffs STOPNC pursuant to a management
contract. Defendant John W. Culclasure, M.D., is an employee of
Howell Allen and the medical director of STOPNC. Dr. Culclasure
participated in the decision to purchase MPA from NECC for use at
STOPNC and performed epidural steroid injections using that MPA.
Defendant Debra V. Schamberg, R.N., an employee of Howell Allen
and the facility director of STOPNC, also participated in the
decision to purchase MPA from NECC for use at STOPNC. STOPNC,
Howell Allen, Dr. Culclasure, and Ms. Schamberg have been named,
in various combinations, in suits filed by or on behalf of 117
patients.

Defendant Specialty Surgery Center, Crossville, PLLC ("SSC") is a
licensed ambulatory surgery center in Crossville, Tennessee, that
purchased contaminated MPA from NECC. Defendant Kenneth R. Lister,
M.D., the owner of SSC, participated in the decision to purchase
MPA from NECC for use at SSC and performed epidural steroid
injections using that MPA. Dr. Lister is the sole owner and
employee of his practice, defendant Kenneth Lister M.D., P.C. SSC
is a defendant in suits filed by or on behalf of 24 patients; Dr.
Lister is named in 11 of those actions, and his practice is named
in five.

     2. The Saint Thomas Entities (Tennessee)

The Saint Thomas Entities are comprised of defendants Saint Thomas
West Hospital (formerly known as St. Thomas Hospital), Saint
Thomas Network, and Saint Thomas Health. Saint Thomas Health owns
both Saint Thomas West Hospital and Saint Thomas Network, which in
turn is a co-owner of STOPNC with Howell Allen. The Saint Thomas
Entities are named in vicarious liability claims in dozens of
short-form complaints based on their alleged relationship with
STOPNC.

     3. The Ascension Parties (Tennessee)

The Ascension Parties are defendants Ascension Health Alliance and
Ascension Health, which owns Saint Thomas Health. Some plaintiffs
with claims against the Saint Thomas Entities have also asserted
vicarious liability claims against the Ascension Parties.

     4. The Premier Defendants (New Jersey)

Defendant Premier Orthopaedic Associates and Sports Medicine
Associates of New Jersey, LLC (trading as Premier Orthopaedic
Associates) is an orthopedic practice located in Vineland, New
Jersey, whose providers performed epidural injections of
contaminated MPA obtained from NECC. Most of the injections were
administered at defendant Premier Orthopaedic Associates Surgical
Center, LLC, and were performed by defendant Kimberley Yvette
Smith, M.D., a/k/a Kimberly Yvette Smith-Martin, M.D. The Premier
Defendants have been named in ten actions.

The case is, IN RE: NEW ENGLAND COMPOUNDING PHARMACY, INC.
PRODUCTS LIABILITY LITIGATION, MDL No. 13-02419-RWZ (D. Mass.).  A
copy of the Court's August 29, 2014 Memorandum of Decision is
available at http://is.gd/dbkcM8from Leagle.com.

Alaunus Pharmaceutical, LLC, Defendant, represented by Franklin H.
Levy, Lawson & Weitzen & Ryan A. Ciporkin, Lawson & Weitzen.

New England Compounding Pharmacy, Inc., doing business as New
England Compounding Center, Defendant, represented by Frederick H.
Fern, Harris Beach PLLC, Alan M. Winchester, Harris Beach, PLLC,
Daniel E. Tranen, Hinshaw & Culbertson LLP, Geoffrey M. Coan,
Hinshaw & Culbertson LLP, Jessica Saunders Eichel, Harris Beach
PLLC & Judi Abbott Curry, Harris Beach, PLLC.

Ameridose LLC, Defendant, represented by Alan M. Winchester,
Harris Beach, PLLC, Matthew P. Moriarty, Tucker Ellis, LLP,
Richard A. Dean, Tucker Ellis, LLP, Thomas W. Coffey, Tucker Ellis
LLP, Matthew E. Mantalos, Tucker, Saltzman & Dyer, LLP, Paul
Saltzman, Tucker, Saltzman & Dyer, LLP, Scott H. Kremer, Tucker,
Heifetz & Saltzman & Scott J. Tucker, Tucker, Saltzman & Dyer,
LLP.

Medical Sales Management, Inc., Defendant, represented by Daniel
M. Rabinovitz, Michaels & Ward, LLP, Nicki Samson, Michaels, Ward
& Rabinovitz & Brady J. Hermann, Michaels, Ward & Rabinovitz.

Barry J Cadden, Defendant, represented by Alan M. Winchester,
Harris Beach, PLLC, Robert H. Gaynor, Sloane & Walsh LLP, Bruce A.
Singal, Donoghue, Barrett & Singal, PC, Callan G. Stein, Donoghue,
Barrett & Singal, PC, John P. Ryan, Sloane & Walsh, Michelle R.
Peirce, Donoghue, Barrett & Singal, PC & William J. Dailey, Jr.,
Sloane & Walsh, LLP.

Greg Conigliaro, Defendant, represented by Alan M. Winchester,
Harris Beach, PLLC, John P. Ryan, Sloane & Walsh, Robert H.
Gaynor, Sloane & Walsh LLP & William J. Dailey, Jr., Sloane &
Walsh, LLP.

Lisa Conigliaro Cadden, Defendant, represented by Alan M.
Winchester, Harris Beach, PLLC, Robert H. Gaynor, Sloane & Walsh
LLP, Bruce A. Singal, Donoghue, Barrett & Singal, PC, Callan G.
Stein, Donoghue, Barrett & Singal, PC, John P. Ryan, Sloane &
Walsh, Michelle R. Peirce, Donoghue, Barrett & Singal, PC &
William J. Dailey, Jr., Sloane & Walsh, LLP.

GDC Properties Management, LLC, Defendant, represented by Joseph
P. Thomas, Ulmer & Berne LLP, Joshua A. Klarfeld, Ulmer & Berne
LLP & Robert A. Curley, Jr., Curley & Curley P.C..

ARL Bio Pharma, Inc., Defendant, represented by Kenneth B. Walton,
Donovan & Hatem, LLP, Kristen R. Ragosta, Donovan & Hatem, LLP &
Pamela C. Selvarajah, Donovan & Hatem, LLP.

Douglas Conigliaro, Defendant, represented by Alan M. Winchester,
Harris Beach, PLLC, Melinda L. Thompson, Todd & Weld, Christopher
R. O'Hara, Todd & Weld LLP, Christopher Weld, Jr., Todd & Weld,
John P. Ryan, Sloane & Walsh, Robert H. Gaynor, Sloane & Walsh LLP
& William J. Dailey, Jr., Sloane & Walsh, LLP.

Carla Conigliaro, Defendant, represented by Alan M. Winchester,
Harris Beach, PLLC, Melinda L. Thompson, Todd & Weld, Christopher
R. O'Hara, Todd & Weld LLP, Christopher Weld, Jr., Todd & Weld,
John P. Ryan, Sloane & Walsh, Robert H. Gaynor, Sloane & Walsh LLP
& William J. Dailey, Jr., Sloane & Walsh, LLP.

Glenn Chin, Defendant, represented by Alan M. Winchester, Harris
Beach, PLLC, John P. Ryan, Sloane & Walsh, Robert H. Gaynor,
Sloane & Walsh LLP & William J. Dailey, Jr., Sloane & Walsh, LLP.

South Jersey Healthcare, Defendant, represented by Kristin Muir
Mykulak, Montgomery, McCracken, Walker & Rhoads, LLP, LOUIS R.
MOFFA, JR., MONTGOMERY, McCRACKEN, WALKER & RHOADS, LLP, Michael
B. Hayes, Montgomery, McCracken, Walker & Rhoads, LLP & Stephen A.
Grossman, Montgomery McCracken Walker & Rhoads LLP.

South Jersey Regional Medical Center, Defendant, represented by
Kristin Muir Mykulak, Montgomery, McCracken, Walker & Rhoads, LLP,
LOUIS R. MOFFA, JR., MONTGOMERY, McCRACKEN, WALKER & RHOADS, LLP,
Michael B. Hayes, Montgomery, McCracken, Walker & Rhoads, LLP &
Stephen A. Grossman, Montgomery McCracken Walker & Rhoads LLP.

Nitesh Bhagat, Defendant, represented by John M. Lovely, Cashman &
Lovely & Joseph R. Lang, Lenox, Socey, Formidoni, Giordano,
Cooley, Lang & Casey, LLC.

Carilion Surgery Center New River Valley LLC, d/b/a New River
Valley Surgery Center, LLC, Defendant, represented by Michael
Preston Gardner, Leclair Ryan, A Professional Corporation.

Premier Orthopaedic And Sports Medicine Associates Of Southern New
Jersey, LLC, trading as Premier Orthopaedic Associates, Defendant,
represented by Christopher M. Wolk, Law Offices of Jay J.
Blumberg, ESQ. & Jay J. Blumberg, Law Offices of Jay Blumberg.

Premier Orthopaedic Associates Surgical Center, LLC, Defendant,
represented by Christopher M. Wolk, Law Offices of Jay J.
Blumberg, ESQ. & Jay J. Blumberg, Law Offices of Jay Blumberg.

Kimberly Yvette Smith, M.D., also known as Kimberly Yvette Smith-
Martin, M.D., Defendant, represented by Christopher M. Wolk, Law
Offices of Jay J. Blumberg, ESQ. & Jay J. Blumberg, Law Offices of
Jay Blumberg.

Saint Thomas Outpatient Neurosurgical Center, LLC, Defendant,
represented by Alan S. Bean, Gideon, Cooper & Essary, PLLC, C. J.
Gideon, Jr., Gideon, Cooper & Essary, PLC, Chris J. Tardio,
Gideon, Cooper & Essary, PLC, John-Mark Zini, Gideon, Cooper &
Essary, PLC & Matthew H. Cline, Gideon, Cooper & Essary, PLC.

Howell Allen Clinic, A Professional Corporation, Defendant,
represented by Alan S. Bean, Gideon, Cooper & Essary, PLLC, C. J.
Gideon, Jr., Gideon, Cooper & Essary, PLC, Chris J. Tardio,
Gideon, Cooper & Essary, PLC, John-Mark Zini, Gideon, Cooper &
Essary, PLC & Matthew H. Cline, Gideon, Cooper & Essary, PLC.

Ocean State Pain Management, Inc., Defendant, represented by Sean
E. Capplis, Ficksman & Conley LLP & Matthew R. Connors, Connors &
Carrol, P.C..

John Culclasure, M.D., Defendant, represented by Alan S. Bean,
Gideon, Cooper & Essary, PLLC, C. J. Gideon, Jr., Gideon, Cooper &
Essary, PLC, Chris J. Tardio, Gideon, Cooper & Essary, PLC, John-
Mark Zini, Gideon, Cooper & Essary, PLC & Matthew H. Cline,
Gideon, Cooper & Essary, PLC.

Debra Schamberg, M.D., Defendant, represented by Alan S. Bean,
Gideon, Cooper & Essary, PLLC, C. J. Gideon, Jr., Gideon, Cooper &
Essary, PLC, Chris J. Tardio, Gideon, Cooper & Essary, PLC, John-
Mark Zini, Gideon, Cooper & Essary, PLC & Matthew H. Cline,
Gideon, Cooper & Essary, PLC.

Insight Imaging, Inc., (See case no. 13-cv-10558-FDS. Counsel
reports that the defendant's correct name is Insight Health
Corp.), Defendant, represented by Albert L. Hogan, III, SKADDEN,
ARPS, SLATE, MEAGHER & FLOM, LLP, Diane Flannery, MCGUIREWOODS
LLP, Matthew J. Matule, Skadden, Arps, Slate, Meagher & Flom LLP,
Ron E. Meisler, Skadden, Arps, Slate, Meagher & Flom LLP, Samuel
T. Towell, MCGUIREWOODS LLP & Stephen D. Busch, McGuireWoods LLP.

Saint Thomas West Hospital, formerly known as Saint Thomas
Hospital, Defendant, represented by Eric J. Hoffman, FULBRIGHT &
JAWORSKI, LLP, Marcy H. Greer, Alexander Dubose Jefferson &
Townsent, Sarah P. Kelly, Nutter, McClennen & Fish, LLP, Yvonne K.
Puig, FULBRIGHT & JAWORSKI L.L.P., Adam T. Schramek, Fulbright &
Jaworski LLP & Stephen J. Brake, Nutter, McClennen & Fish, LLP.

Saint Thomas Network, Defendant, represented by Eric J. Hoffman,
FULBRIGHT & JAWORSKI, LLP, Marcy H. Greer, Alexander Dubose
Jefferson & Townsent, Sarah P. Kelly, Nutter, McClennen & Fish,
LLP, Yvonne K. Puig, FULBRIGHT & JAWORSKI L.L.P., Adam T.
Schramek, Fulbright & Jaworski LLP & Stephen J. Brake, Nutter,
McClennen & Fish, LLP.

Saint Thomas Health, Defendant, represented by Eric J. Hoffman,
FULBRIGHT & JAWORSKI, LLP, Marcy H. Greer, Alexander Dubose
Jefferson & Townsent, Sarah P. Kelly, Nutter, McClennen & Fish,
LLP, Yvonne K. Puig, FULBRIGHT & JAWORSKI L.L.P., Adam T.
Schramek, Fulbright & Jaworski LLP & Stephen J. Brake, Nutter,
McClennen & Fish, LLP.

BKC Pain Specialists, Defendant, represented by Tory A. Weigand,
Morrison, Mahoney, & Miller LLP & Anthony E. Abeln, Morrison
Mahoney LLP.

Adil Katabay, Defendant, represented by Tory A. Weigand, Morrison,
Mahoney, & Miller LLP & Anthony E. Abeln, Morrison Mahoney LLP.

Nikesh Batra, Defendant, represented by Tory A. Weigand, Morrison,
Mahoney, & Miller LLP & Anthony E. Abeln, Morrison Mahoney LLP.

Kenneth R. Lister, M.D., Defendant, represented by Alan S. Bean,
Gideon, Cooper & Essary, PLLC, C. J. Gideon, Jr., Gideon, Cooper &
Essary, PLC, Chris J. Tardio, Gideon, Cooper & Essary, PLC, John-
Mark Zini, Gideon, Cooper & Essary, PLC & Matthew H. Cline,
Gideon, Cooper & Essary, PLC.

Marion Pain Management Center, Inc., Defendant, represented by
James M. Campbell, Campbell, Campbell, Edwards & Conroy, PC, David
M. Rogers, Campbell, Campbell, Edwards & Conroy, PC & Robert L.
Boston, Campbell Campbell Edwards & Conroy, PC.

Unifirst Corporation a/d/b/a Uniclean Cleanroom Services,
Defendant, represented by James Rehnquist, Goodwin Procter, LLP,
Abigail K. Hemani, Goodwin Procter LLP, Damian W. Wilmot, Goodwin
Procter LLP, Josh L. Launer, Goodwin Procter, LLP, Michael K.
Murray, Goodwin Procter, LLP & Roberto M. Braceras, Goodwin
Procter LLP.

Medical Advanced Pain Specialists, PA, Defendant, represented by
Clare F Carroll, McCarthy, Bouley & Barry, PC.

David M. Schultz, M.D., Defendant, represented by Clare F Carroll,
McCarthy, Bouley & Barry, PC.

Ascension Health, Defendant, represented by Marcy H. Greer,
Alexander Dubose Jefferson & Townsent & Sarah P. Kelly, Nutter,
McClennen & Fish, LLP.

Ascension Health Alliance, Defendant, represented by Marcy H.
Greer, Alexander Dubose Jefferson & Townsent & Sarah P. Kelly,
Nutter, McClennen & Fish, LLP.

Specialty Surgery Center, PLLC, Defendant, represented by Alan S.
Bean, Gideon, Cooper & Essary, PLLC & Chris J. Tardio, Gideon,
Cooper & Essary, PLC.

Saint Thomas Hospital West f/k/a Saint Thomas Hospital, Defendant,
represented by Adam T. Schramek, Fulbright & Jaworski LLP, Marcy
H. Greer, Alexander Dubose Jefferson & Townsent, Sarah P. Kelly,
Nutter, McClennen & Fish, LLP & Stephen J. Brake, Nutter,
McClennen & Fish, LLP.

Advanced Pain & Anesthesia Consultants PC d/b/a APAC Centers for
Pain Management, Defendant, represented by Tory A. Weigand,
Morrison, Mahoney, & Miller LLP & Anthony E. Abeln, Morrison
Mahoney LLP.

Randolph Y. Chang, M.D., Defendant, represented by Tory A.
Weigand, Morrison, Mahoney, & Miller LLP & Anthony E. Abeln,
Morrison Mahoney LLP.

Kenneth Lister, M.D., P.C., Defendant, represented by Chris J.
Tardio, Gideon, Cooper & Essary, PLC.

Image Guided Pain Management, P.C., Defendant, represented by
Nancy Fuller Reynolds, Leclair Ryan, A Professional Corporation.

Cincinnati Pain Management Consultants, Inc., Defendant,
represented by Tory A. Weigand, Morrison, Mahoney, & Miller LLP.

Cincinnati Pain Management Consultants, Ltd., Defendant,
represented by Tory A. Weigand, Morrison, Mahoney, & Miller LLP.

Gururau Sudarshan, M.D., Defendant, represented by Tory A.
Weigand, Morrison, Mahoney, & Miller LLP.

Sunrise Hospital & Medical Center, LLC, Defendant, represented by
Maura K. Monaghan, Debevoise & Plimpton LLP.

Wilson Chu, Defendant, represented by Maura K. Monaghan, Debevoise
& Plimpton LLP.

HAHNEMANN UNIVERSITY HOSPITAL, Defendant, represented by Barbara
Hayes Buell, Smith Duggan Buell & Rufo LLP.

Tenet HealthSystem Hahnemann, LLC, Defendant, represented by
Barbara Hayes Buell, Smith Duggan Buell & Rufo LLP.

Abbeselom Ghermay, Defendant, represented by Elizabeth Masters
Fraley, Fraley & Fraley LLP.

Dallas Back Pain Management/Momentum Pain Management, Defendant,
represented by Elizabeth Masters Fraley, Fraley & Fraley LLP.

Nasareth Hospital, Defendant, represented by Daniel J. Divis,
Gerolamo, McNulty, Divis & Lewbart & Frank A. Gerolamo, Gerolamo,
McNulty, Divis & Lewbart.

Mercy Health System of S.E. Pennsylvania, Defendant, represented
by Daniel J. Divis, Gerolamo, McNulty, Divis & Lewbart & Frank A.
Gerolamo, Gerolamo, McNulty, Divis & Lewbart.

Dr John Mathis, Defendant, represented by Nancy Fuller Reynolds,
Leclair Ryan, A Professional Corporation.

Robert O'Brien, Defendant, represented by Nancy Fuller Reynolds,
Leclair Ryan, A Professional Corporation.

MD WILLIAM A. ANDERSON, Defendant, represented by Brook Hastings,
O'brien & Ryan.

THE ROTHMAN INSTITUTE, Defendant, represented by Brook Hastings,
O'brien & Ryan.

The Rothman Institute at Nazareth Hospital, Defendant, represented
by Brook Hastings, O'brien & Ryan.

Chance Baker, Movant, represented by Lauren Ellerman, Frith &
Ellerman Law Firm, P.C..

Ferman Wertz, Movant, represented by Lauren Ellerman, Frith &
Ellerman Law Firm, P.C..

Patrick Johnston, Movant, represented by Lauren Ellerman, Frith &
Ellerman Law Firm, P.C..

Official Committee of Unsecured Creditors in the Chapter 11 Case
of New England Compounding Pharmacy, Inc., Interested Party,
represented by David J. Molton, Brown Rudnick LLP, Anne Andrews,
Andrews & Thornton, Rebecca L. Fordon, Brown Rudnick LLP & William
R. Baldiga, Brown Rudnick LLP.

United States of America, Interested Party, represented by
Christine J. Wichers, United States Attorney's Office MA.

Roanoke Area LichtensteinFishwick Intervenors, Roanoke Area
LichtensteinFishwick Intervenors, Interested Party, represented by
Gregory Lee Lyons, LICHTENSTEINFISHWICK PLC.

J. Does 1-4, Interested Party, represented by Michael J. Pineault,
Clements & Pineault, LLP.

John Doe, John Doe c/o Paul W. Shaw, Interested Party, represented
by Paul W. Shaw, K & L Gates LLP.

J. Does 5-10, Interested Party, represented by Mark D Smith,
Laredo & Smith, LLP.

Orlando Center for Outpatient Sugery, LP, doing business as
Orlando Center for Outpatient Surgery, Interested Party,
represented by Theresa A. Domenico, McCumber, Daniels, Buntz,
Hartig & Puig, P.A..

OSMC, Interested Party, represented by Robert James Durant,
Edwards Angell Palmer & Dodge LLP.

Victory Mechanical Services, Inc., Interested Party, represented
by Michael P. Sams, Kenney & Sams, P.C..

Victory Heating & Air Conditioning Co., Inc., Interested Party,
represented by Michael P. Sams, Kenney & Sams, P.C..

Carlos Jassir, M.D., Pain Management Center of West Orange,
Interested Party, represented by Richards H. Ford, Wicker, Smith,
O'Hara, McCoy & Ford, P.A..

Virginia Crandall & Katt Plaintiffs, Interested Party, represented
by Patrick Thomas Fennell, CRANDALL & KATT.

Erlanger Health System, Objector, represented by Arthur P. Brock,
Spears, Moore, Rebman & Williams, PC, Cara E. Weiner, Spears,
Moore, Rebman, & Williams, PC & John B. Bennett, Spears, Moore,
Rebman & Williams, PC.

Neurosurgical Group of Chattanooga, doing business as Chattanooga
Neurosurgery & Spine, Objector, represented by C. J. Gideon, Jr.,
Gideon, Cooper & Essary, PLC, Chris J. Tardio, Gideon, Cooper &
Essary, PLC, John-Mark Zini, Gideon, Cooper & Essary, PLC &
Matthew H. Cline, Gideon, Cooper & Essary, PLC.

Specialty Surgery Center, PLLC, Objector, represented by C. J.
Gideon, Jr., Gideon, Cooper & Essary, PLC, Chris J. Tardio,
Gideon, Cooper & Essary, PLC, John-Mark Zini, Gideon, Cooper &
Essary, PLC & Matthew H. Cline, Gideon, Cooper & Essary, PLC.

Dr. Donald Jones, M.D., Objector, represented by Alan S. Bean,
Gideon, Cooper & Essary, PLLC, C. J. Gideon, Jr., Gideon, Cooper &
Essary, PLC, Chris J. Tardio, Gideon, Cooper & Essary, PLC, John-
Mark Zini, Gideon, Cooper & Essary, PLC & Matthew H. Cline,
Gideon, Cooper & Essary, PLC.

Liberty Industries, Inc., Objector, represented by Nicole D.
Dorman, Law Office of Nicole D. Dorman, LLC, Peter G. Hermes,
Hermes, Netburn, O'Connor & Spearing, Scott S. Spearing, Hermes,
Netburn, O'Connor & Spearing & Dianne E. Ricardo, Hermes, Netburn,
O'Connor & Spearing.

Southeast Michigan Surgical Hospital, Objector, represented by
Kathryn J. Humphrey, Attorneys for Southeast Michigan & Steven
Weiss, Shatz, Schwartz & Fentin P.C..
Surgical Park Center, Ltd., Objector, represented by Cari A. Wint,
Debevoise & Plimpton, LLP, Mark P. Goodman, Debevoise & Plimpton,
LLP & Maura K. Monaghan, Debevoise & Plimpton LLP.

HCA Health Services of Tennessee, Inc., also known as Centennial
Medical Center, Objector, represented by Cari A. Wint, Debevoise &
Plimpton, LLP, Mark P. Goodman, Debevoise & Plimpton, LLP & Maura
K. Monaghan, Debevoise & Plimpton LLP.

Michigan Pain Specialists, PLLC, Objector, represented by C. Mark
Hoover, Hackney, Grover, Hoover & Bean, David M. Thomas, RUTLEDGE,
MANION, RABAUT, TERRY & THOMAS, P.C., & Randy J. Hackney, Hackney,
Grover, Hoover & Bean.

Thorek Memorial Hospital, Objector, represented by Kip J. Adams,
Lewis Brisbois Bisgaard & Smith LLP, Scott C. Bentivenga, Lewis
Brisbois Bisgaard & Smith, LLP & Thomas J. Schlesinger, Lewis
Brisbois Bisgaard & Smith LLP.

Surgery Center Associates of High Point, LLC, Objector,
represented by Carrie A. Hanger, Smith, Moore, Leatherwood, LLP &
Terrill J. Harris, Smith, Moore, Leatherwood, LLP.

Baltimore Pain Management Center, Objector, represented by
Michelle J. Marzullo, Marks, O'Neill, O'Brien, Doherty & Kelly,
P.C..

North Carolina Orthopaedic Clinic, Objector, represented by Mark
E. Anderson, McGuireWoods LLP.

Martin Kelvas, Objector, represented by Eric J. Hoffman, FULBRIGHT
& JAWORSKI, LLP, Marcy H. Greer, Alexander Dubose Jefferson &
Townsent & Yvonne K. Puig, FULBRIGHT & JAWORSKI L.L.P..

The South Bend Clinic, LLP, Objector, represented by David E.
Fialkow, Nelson Mullins.

Surgery Center of Wilson, LLC, Objector, represented by C. Houston
Foppiano, Batten Lee PLLC, David H. Batten, Batten Lee PLLC & G.
Adam Moyers, Batten Lee PLLC.

Forsyth Street Ambulatory Surgery Center, LLC, Objector,
represented by Emmittee H. Griggs & Jason D Lewis, Chambless
Higdon Richardson Katz & Griggs.
Neuromuscular and Rehabilitation Associates of Northern Michigan,
and its employees, Objector, represented by Brett J. Bean,
Hackney, Grover, Hoover & Bean & Timothy J. Dardas, Hackney,
Grover, Hoover & Bean.

Insight Health Corp., Objector, represented by Albert L. Hogan,
III, SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP, Christopher E.
Trible, McGuireWoods, LLP, Clinton R. Shaw, Bonner, Kiernan,
Trebach & Crociata, LLP, Diane Flannery, MCGUIREWOODS LLP, Matthew
J. Matule, Skadden, Arps, Slate, Meagher & Flom LLP, Ron E.
Meisler, Skadden, Arps, Slate, Meagher & Flom LLP, Samuel T.
Towell, MCGUIREWOODS LLP, Stephen D. Busch, McGuireWoods LLP &
James F. Neale, McGuireWoods LLP.

Greenspring Surgical Center, Objector, represented by John T. Sly,
Waranch & Brown, LLC.

Dr. O'Connell's Pain Care Center, Inc., Objector, represented by
William E. Christie, Shaheen & Gordon, P.A. & Benjamin T. Siracusa
Hillman, Shaheen & Gordon, P.A..

Rochester Brain and Spine Neurosurgery & Pain Management, LLC,
Objector, represented by Alan J Bozer, Phillips Lytle, LLP, Joanna
J. Chen, Phillips Lytle, LLP & Michael E. Hager.

Dr. O'Connell's Pain Care Center, Objector, represented by William
E. Christie, Shaheen & Gordon, P.A. & Benjamin T. Siracusa
Hillman, Shaheen & Gordon, P.A..

Pain Consultants of West Florida, Objector, represented by Halley
M. Stephens, Fuller, Mitchell, Hood & Stephens, LLC.

Doylestown Hospital, Objector, represented by John B. Reiss,
Doylestown Hospital.

Allegheny Pain Management, P.C., Objector, represented by Allen P.
Neely, McQuaide, Blasko, Inc..

Encino Outpatient Surgery Center, Objector, represented by Cynthia
A. Palin, Prindle, Amaro, Goetz, Hillyard, Barnes & Reinholtz.

Harford County Ambulatory Surgery Center, LLC, Objector,
represented by Thomas J. Althauser, Eccleston and Wolf, P.C..

Interventional Spine & Sports Medicine, PC, Objector, represented
by Martin S. Hyman, Golenbock Eiseman Assor Bell & Peskoe LLP &
Matthew C. Daly, Golenbock Eiseman Assor Bell & Peskoe LLP.

High Point Surgery Center, Objector, represented by Carrie A.
Hanger, Smith, Moore, Leatherwood, LLP & Terrill J. Harris, Smith,
Moore, Leatherwood, LLP.

Sahara Outpatient Surgery Center, Ltd., Objector, represented by
Cari A. Wint, Debevoise & Plimpton, LLP, Mark P. Goodman,
Debevoise & Plimpton, LLP & Maura K. Monaghan, Debevoise &
Plimpton LLP.

Pain Associates of Charleston, LLC d/b/a InverveneMD, Objector,
represented by Robert Homes Hood, Jr., Hood Law Firm.

Universal Pain Management Medical Coporation, doing business as
Universal Pain Management, Objector, represented by Paul M.
Corson, Law, Brandmeyer Packer, LLP.

Pain Medicine Specialists P.A., Objector, represented by Gregory
K. Kirby, Pessin Katz Law, P.A..

Travelers Property Casualty Company of America, Objector,
represented by Brian M. Cullen, Law Offices of Steven B. Stein.

Surgcenter of Bel Air, LLC, Objector, represented by Gregory K.
Kirby, Pessin Katz Law, P.A..

Box Hill Surgery Center, LLC, Objector, represented by Gregory K.
Kirby, Pessin Katz Law, P.A..

Baltimore Pain Management Center, Objector, represented by
Michelle J. Marzullo, Marks, O'Neill, O'Brien, Doherty & Kelly,
P.C..

Pharmacists Mutual Insurance Company, Objector, represented by
Nancy D. Adams, Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, PC.

Paul D. Moore, in his capacity as Chapter 11 Trustee of the
Defendant New England Compounding Pharmacy, Inc. d/b/a New England
Compounding Center, Trustee, represented by Jennifer Mikels, Duane
Morris LLP, Michael R. Gottfried, Duane Morris LLP, Frederick H.
Fern, Harris Beach PLLC, Jessica Saunders Eichel, Harris Beach
PLLC & Thomas B.K. Ringe, III, Duane Morris LLP.

Tennessee, State of, Intervenor, represented by Joseph Ahillen,
Office of Attorney General & Mary M. Bers, Office of Attorney
General.

             About New England Compounding Pharmacy

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012,
after a meningitis outbreak linked to an injectable steroid,
methylprednisolone acetate ("MPA"), manufactured by NECC, killed
39 people and sickened 656 in 19 states, though no illnesses have
been reported in Massachusetts.  The Debtor owns and operates the
New England Compounding Center is located in Framingham, Mass.  In
October 2012, the company recalled all its products, not just
those associated with the outbreak.

Paul D. Moore, Esq., at Duane Morris LLP, in Boston, has been
appointed as Chapter 11 Trustee of NECC.  He is represented by
Jeffrey D. Sternklar, Esq., at DUANE MORRIS LLP.

An Official Committee of Unsecured Creditors appointed in the case
has been represented by BROWN RUDNICK LLP's William R. Baldiga,
Esq., Rebecca L. Fordon, Esq., Jessica L. Conte, Esq., and David
J. Molton, Esq.


NEXXTWORKS INC: PNC Bank Not Liable to Illinois Telecom
-------------------------------------------------------
District Judge Amy J. St. Eve in Illinois granted defendant PNC
Bank, NA's motion for summary judgment pursuant to Federal Rule of
Civil Procedure 56(a) in the case, NORTHERN ILLINOIS TELECOM,
INC., an Illinois corporation, Plaintiff, v. PNC BANK, NA, as
successor in interest to National City Bank, as successor in
interest to MidAmerica Bank, FSB, Defendant, No. 12 C 2372 (N.D.
Ill.).

NITEL sued PNC Bank for breach of contract.  NITEL is a company
that designs and installs data and telephone wiring systems. It
alleges that in 2007, it "entered into agreements with National
City Bank and Mid-America Bank to install data and telephone
cabling" at four bank branches in the Chicago area.  According to
the complaint, NITEL completed the work, and at each branch, a
representative of National City or MidAmerica "signed off on the
Work Order acknowledging that all of the work had been completed
to their [sic] satisfaction."  NITEL then issued four separate
invoices for the work performed at each branch.  NITEL alleges
that National City and MidAmerica then "defaulted on their
obligations under the agreement by failing to pay NITEL for the
work that it completed at those four locations."  NITEL claims
that PNC, as the banks' successor, is "solely responsible for the
obligations of those entities."  NITEL seeks $81,300.00 in
damages, "plus late fees, attorney's fees, [and] court costs."

PNC Bank asserts that it never entered into an agreement with
NITEL, that NITEL was acting as a subcontractor for an entity
called Nexxtworks, Inc., and that any money owed to NITEL is owed
by Nexxtworks.

The District Court held that PNC Bank has met its burden on
summary judgment by showing the court that there is an absence of
evidence to support NITEL's claim for breach of contract.
Meanwhile, NITEL has failed to submit any evidence that a contract
existed between NITEL and PNC Bank's predecessors.

A copy of the Court's August 27, 2014 Memorandum Opinion is
available at http://is.gd/PlIh4Cfrom Leagle.com.

Nexxtworks filed a Chapter 11 bankruptcy petition on October 23,
2009.


OCEANIA CRUISES: Moody's Puts 'B2' CFR on Review for Upgrade
------------------------------------------------------------
Moody's Investors Service placed the B2 Corporate Family ratings
and B2-PD Probability of Default ratings of each Oceania Cruises
Inc. and Seven Seas Cruises S. DE R.L. on review for possible
upgrade following the announcement that Oceania's and Seven Seas'
parent company, Prestige Cruises International, Inc., will be
acquired by Norwegian Cruise Line Holdings, Ltd. (Ba3 CFR at NCL
Corporation Limited) for $3.025 billion.

Ratings Rationale

As part of NCL, Oceania and Seven Seas will benefit from greater
operating leverage, increased diversification and lower leverage.
Additionally, we expect the 5% approximate $960 million
subordinated PIK sub debt held at the ultimate parent level will
convert to common equity at the time of the acquisition thereby
eliminating this obligation. Moody's also placed Oceania's and
Seven Sea's individual debt instruments on review-direction
uncertain pending information on the final capital structure of
the combined entity and the relative amount of senior versus
junior ranking obligations. The review for upgrade will focus on
the ultimate disposition of the debt instruments in each company's
capital structure.

On Review for Possible Upgrade:

Issuer: Oceania Cruises, Inc.

Probability of Default Rating, Placed on Review for Upgrade,
currently B2-PD

Corporate Family Rating, Placed on Review for Upgrade, currently
B2

Issuer: Seven Seas Cruises S. DE R.L.

Probability of Default Rating, Placed on Review for Upgrade,
currently B2-PD

Corporate Family Rating, Placed on Review for Upgrade, currently
B2

On Review Direction Uncertain:

Issuer: Oceania Cruises, Inc.

Senior Secured Bank Credit Facility, Placed on Review Direction
Uncertain, currently B1

Issuer: Seven Seas Cruises S. DE R.L.

Senior Secured Bank Credit Facility, Placed on Review Direction
Uncertain, currently Ba2

Senior Secured Regular Bond/Debenture, Placed on Review Direction
Uncertain, currently B2

Outlook Actions:

Issuer: Oceania Cruises, Inc.

Outlook, Changed To Rating Under Review From Stable

Issuer: Seven Seas Cruises S. DE R.L.

Outlook, Changed To Rating Under Review From Stable

Oceania Cruises, Inc., is a small five-ship passenger cruise
company which generates about $480 million of net annual revenues.
Oceania targets the upper premium segment of the cruise industry
with destination-oriented cruises that maximize on-shore
activities. Affiliates of Apollo Management L.P. (the "Sponsors")
own a large ownership interest in Oceania's ultimate parent,
Prestige Cruise Holdings, Inc. ("PCH") through Prestige Cruise
International, Inc. PCH also owns and operates Seven Seas Cruises
S. DE R.L.

Seven Seas Cruises S. DE R.L. is a cruise ship operator that
targets the luxury segment of the cruise industry with
destination-oriented cruises. Seven Seas was acquired by Prestige
Cruise Holdings, Inc. ("PCH") in January 2008. Seven Seas owns
three luxury cruise ships and generates about $365 million of net
annual revenue.


ORCKIT COMMUNICATIONS: Acting Liquidator Seeking Potential Buyers
-----------------------------------------------------------------
Adv. Lior Dagan, the temporary liquidator of Orckit Communications
Ltd. filed his initial report on Aug. 14, 2014, with the District
Court of Tel Aviv, in Israel.

Highlights of the Report:

* The temporary liquidator has taken control of the assets of
  the Company and has taken steps to learn all aspects of the
  business of the Company;

* The temporary liquidator requested the Court's approval to
  retain the accounting services of Jacob Pasi, which request
  was approved;

* The temporary liquidator is taking steps to reduce the
  expenses of the Company and sell unneeded assets;

* The temporary liquidator has succeeded in obtaining the
  agreement of eleven former key employees of the Company to
  provide professional assistance to the Company and its
  customers, as needed, one of whom will be hired on a full-
  time basis;

* The temporary liquidator is holding discussions with key
  customers regarding the Company's continuing support
  services, supply of ordered products, end-of-life orders and
  the collection of the Company of outstanding accounts
  receivable;

* The temporary liquidator is holding discussions with the
  Company's sole manufacturer regarding its continuing services
  to the Company;

* The Company's material assets consist of the following:

      -- accounts receivable in the amount of approximately $3.0
         million;

      -- pipeline of existing orders in the amount of
         approximately $1.2 million;

      -- the Company's claims against Hudson Bay and Networks for
         unlawful breach of the Strategic Investment Agreement
         dated March 12, 2013;

      -- intellectual property, including 80 patents;

      -- the value of the public platform of the parent company;
         and

      -- inventory, including electronic components, computers and
         equipment.

* The temporary liquidator is seeking potential buyers of the
  Company's business, assets and/or public parent company;

* The outstanding debt to the Israeli Office of the Chief
  Scientist (the "OCS") is $2.4 million, and the OCS has
  indicated that it would be willing not to invoke Section
  47(b) of the Encouragement of Industrial Research and
  Development Law, 5744-1984 (which would increase the OCS's
  debt claim to approximately $20 million) in the event of a
  debt arrangement or a sale to an Israeli buyer who undertakes
  to continue to conduct the business and make royalty payments
  to the OCS.  In the event of a sale to a foreign buyer, the
  OCS's entitlement would be computed in accordance with the
  formula set forth in Section 19B(e) of the Encouragement of
  Industrial Research and Development Law, 5744-1984, without
  derogating from the OCS's rights under Section 47(b) thereof;

* The temporary liquidator estimates that the continued
  operation of the business of the Company until it is sold is
  essential to maximize the value of its assets, and has
  formulated a limited operational plan that includes, inter
  alia, fulfilling customer orders, collecting customer debts
  and maintaining a limited system of customer service;

* The temporary liquidator estimates that the potential amount
  that can be collected from customers pursuant to this
  operational plan is approximately $4.2 million; and

* The temporary liquidator also plans to maintain the Company's
  intellectual property and public platform of the parent
  company and is examining the continuation of the legal
  proceedings initiated by the Company against Networks and
  Hudson Bay.

                            About Orckit

Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT)
engages in the design, development, manufacture and marketing of
advanced telecom equipment to telecommunication service providers
in metropolitan areas.  The Company's products are transport
telecommunication equipment targeting high capacity packetized
metropolitan networks.

Kesselman & Kesselman, 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 has a capital deficiency, recurring losses,
negative cash flows from operating activities and has significant
future commitments to repay its convertible subordinated notes.
These facts raise substantial doubt as to the Company's ability to
continue as a going concern.

Orckit reported a net loss of $5.9 million in 2013, a net loss of
$6.46 million in 2012 and a net loss of $17.38 million in 2011.
As of Dec. 31, 2013, the Company had $7.51 million in total
assets, $21.54 million in total liabilities and a $14.03 million
total capital deficiency.

Orckit Communications Ltd. reported a net loss of $5.91 million on
$8.17 million of revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $4.50 million on $11.19 million of
revenues in 2012.  The Company incurred a net loss of $17.51
million in 2011.

As of Dec. 31, 2013, the Company had $7.51 million in total
assets, $21.54 million in total liabilities and a $14.03 million
total capital deficiency.


PAID INC: Has $570K Net Loss for Q2 Ended June 30
-------------------------------------------------
PAID, Inc., filed its quarterly report on Form 10-Q, disclosing a
net loss of $570,066 on $192,171 of revenues for the three months
ended June 30, 2014, compared with a net loss of $81,113 on $1.07
million of revenues for the same period last year.

The Company's balance sheet at June 30, 2014, showed $1.19 million
in total assets, $915,544 in total liabilities and total
stockholders' equity of $271,117.

"The Company has continued to incur losses, although it has taken
significant steps to reduce them.  For the six months ended
June 30, 2014, the Company reported a net loss of $743,161 and for
the year ended Dec. 31, 2013, the Company reported a net loss of
$1,127,920.  The Company has an accumulated deficit of $52,827,139
at June 30, 2014 and used $98,788 of cash and cash equivalents in
operations for the six months ended June 30, 2014.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern," the Company said in the regulatory filing,"
according to the regulatory filing.

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

                       http://is.gd/eM7dni

Headquartered in Westborough, Massachusetts, PAID, Inc., provides
brand-related services to businesses and celebrity clients in the
entertainment industry as well as charitable organizations.


PANACHE BEVERAGE: Thomas Smith Dismissed as CFO
-----------------------------------------------
Thomas Smith was terminated as chief financial officer of Panache
Beverage Inc. on Aug. 26, 2014, according to a regulatory filing
with the U.S. Securities and Exchange Commission.

                      About Panache Beverage

New York-based Panache Beverage, Inc., specializes in the
strategic development and aggressive early growth of spirits
brands establishing its assets as viable and attractive
acquisition candidates for the major global spirits companies.
Panache builds its brands as individual acquisition candidates
while continuing to develop its pipeline of new brands into the
Panache portfolio.

Panache Beverage reported a net loss of $4.58 million in 2013
following a net loss of $3.27 million in 2012.

As of June 30, 2014, the Company had $5.73 million in total
assets, $13.16 million in total liabilities and a $7.43 million
total deficit.

In their report on the consolidated financial statements for the
year ended Dec. 31, 2013, Silberstein Ungar, PLLC, expressed
substantial doubt about the Company's ability to continue as a
going concern, citing that the Company has limited working capital
and has incurred losses from operations.

As reported by the TCR on Aug. 28, 2014, Silberstein Ungar
resigned as Panache Beverage's independent accounting firm.  KLJ &
Associates, LLP, was hired as the Company's new accountants.


PENNHILL FARMS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: PennHill Farms, Inc.
        10003 Delbert Road
        Parker, CO 80138-7817

Case No.: 14-22139

Chapter 11 Petition Date: September 3, 2014

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Howard R Tallman

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER BRINEN GARBER, P.C.
                  1660 Lincoln St., Ste. 1850
                  Denver, CO 80264
                  Tel: 303-832-2400
                  Email: lmk@kutnerlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Susan Pohlod, vice president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cob14-22139.pdf


PHOENIX PAYMENT: Can Proceed with Sept. 18 Auction
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Phoenix Payment Systems, Inc., to sell substantially all of their
assets and proceed with an auction to determine the best bid.  The
deadline for submitting bids for the assets is Sept. 12, and if
one or more qualified bids are timely received, an auction will
take place on Sept. 18, at the offices of Richards, Layton &
Finger, P.A., in Wilmington, Delaware.  At the auction, the
minimum initial overbid must be at least $52,500,000.  EPX
Acquisition Company, LLC, an affiliate of North American Bancard,
LLC, is the stalking horse bidder with a $50 million in cash bid.

The sale hearing will be held on Sept. 23.  Objections are due
Sept. 15.

                      About Phoenix Payment

Founded in 2004, Phoenix Payment Systems, Inc., aka Electronic
Payment Systems, aka EPX, is an international payment processor
with corporate headquarters in Wilmington, Delaware, and
technology headquarters in Phoenix, Arizona.  It provides
acceptance, processing, support, authorization and settlement
services for credit card, debit card and e-check payments.

Providing processing services at more than 8,700 locations
worldwide, PPS processed, in multiple currencies, 280 million
transactions in 2013 and expects to process 400 million in 2014.

Phoenix Payment Systems sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 14-11848) on Aug. 4,
2014, to quickly sell its assets.

As of the Petition Date, the Debtor had total outstanding
liabilities and other obligations of $16.6 million and 9.8 million
shares of outstanding preferred and common stock.  Debt to secured
creditor The Bancorp Bank is estimated at $6.2 million.

Judge Mary F. Walrath presides over the case.

The Debtor's attorneys are Richard J. Bernard, Esq., at Foley &
Lardner LLP, in New York; and Mark D. Collins, Esq., Russell
Siberglied, Esq., Zachary I Shapiro, Esq., and Marisa A.
Terranova, Esq., at Richards Layton & Finger, P.A., in Wilmington,
Delaware.  The Debtor's banker and financial advisor is Raymond
James & Associates, Inc., while Bederson, LLC, is the Debtor's
accountant.  PMCM, LLC, provides advisory services and executive
leadership to the Debtor.  The Debtor's claims and noticing agent
is Omni Management Group, LLC.

The U.S. Trustee for Region 3 has appointed three members to the
Official Committee of Unsecured Creditors.


PROSPECT PARK: Can Sell Apple $6-Mil. In Tax Credits
----------------------------------------------------
Law360 reported that Judge Mary F. Walrath of the U.S. Bankruptcy
Court for the District of Delaware authorized Prospect Park
Networks LLC to sell roughly $6 million in Connecticut tax credits
to Apple Inc., through a private sale under the Bankruptcy Code.
According to the report, Apple will pay $5.3 million for the tax
credits, with the bulk of the money going directly to secured
creditor EP Financial Solutions, which has extended a tax credit
loan to the production company in June 2013.

                   About Prospect Park Networks

Prospect Park Networks, LLC, a Los Angeles, Calif.-based talent
and management company, filed for Chapter 11 bankruptcy (Bankr. D.
Del. Case No. 14-10520) in Wilmington, on March 10, 2014,
estimating $50 million to $100 million in assets, and $10 million
to $50 million in debts.  The petition was signed by Jeffrey
Kwatinetz, president.

William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at
Cousins Chipman & Brown LLP, in Wilmington, Delaware; and John H.
Genovese, Esq., Michael Schuster, Esq., and Heather L. Harmon,
Esq., at Genovese Joblove & Battista, P.A. serve as the Debtor's
bankruptcy counsel.  The Debtor also hired Cohn Reznick LLP as an
ordinary course professional.

The U.S. Trustee for Region 3 selected three creditors to serve on
the Official Committee of Unsecured Creditors.  Cole, Schotz,
Meisel, Forman & Leonard, P.A., serves as the Committee's counsel.


PUERTO RICO ELECTRIC: Eyes AlixPartners, FTI for Restructuring
--------------------------------------------------------------
Nick Brown and Megan Davies, writing for Reuters, reported that
turnaround experts from AlixPartners and FTI Consulting are among
those being considered to lead the restructuring of Puerto Rico's
troubled power authority PREPA, according to four people close to
the matter, and an announcement could come this week.  Reuters,
citing the people, who declined to be named because the hiring
process is confidential, said AlixPartners' Lisa Donahue and FTI's
Scott Davido are among the small group of candidates for the post
of chief restructuring officer.

                       *     *     *

The Troubled Company Reporter, on Aug. 4, 2014, reported that
Standard & Poor's Ratings Services has lowered its rating on
Puerto Rico Electric Power Authority's (PREPA) power revenue bonds
two notches to 'CCC' from 'B-'.  The rating remains on CreditWatch
with negative implications, where S&P originally placed it
June 18, 2014.


RESPONSE BIOMEDICAL: Names Lewis Shuster New Board Chairman
-----------------------------------------------------------
Response Biomedical Corp. announced that Lewis J. "Lew" Shuster
has been appointed Chairman of its board of directors.  Dr. Peter
A. Thompson, the outgoing Chairman, will remain on the Board.
According to the Company, Mr. Thompson's resignation as chairman
is not the result of any disagreement with the Company relating to
the Company's operations, policies or practices.

"Lew brings more than three decades of global life science company
executive and board leadership experience to Response.  He has
made valuable contributions since joining the Response Board in
2011, including chairing multiple board committees as the lead
independent director," stated Dr. Thompson.

"All of us associated with Response appreciate Dr. Thompson's
extensive contributions to the Company since he joined the
Response Board in 2010, including serving as the interim CEO
during part of 2011 and 2012," noted Mr. Shuster.  "We respect his
need to devote additional time now to his expanded OrbiMed
responsibilities since becoming a Private Equity Partner at
OrbiMed last year and helping to build several new biotech
companies."

Mr. Shuster joined the Board as a director and chairman of the
Audit Committee in June 2011.  Currently, he is the chief
executive officer of Shuster Capital.  From 2003 to 2007 he served
as CEO of Kemia Inc., a drug discovery and development company.
He had previously held executive positions with Invitrogen
Corporation, including Chief Operating Officer.  From 1994 through
to 1999, while at Pharmacopeia, Inc., Mr. Shuster served as the
firm's chief financial officer and later as COO of Pharmacopeia
Labs.  Mr. Shuster also served as EVP, Finance and Operations at
Human Genome Sciences from 1992 to 1994.  Prior to this, he served
as EVP and then CEO of Microbiological Associates from 1986 until
1992, where he led a successful turnaround of a failing leveraged
buyout and built a profitable biological testing service business
today known as BioReliance.  He presently serves as a board member
and Audit Committee Chairman for Cleave Biosciences Inc. as well
as HTG Molecular Diagnostics, Inc.  He also serves as a board
member of TissueNetix Inc., Active Motif Inc. and Mast
Therapeutics, Inc.

In addition to the fees he receives for service as a director, Mr.
Shuster will be entitled to receive a fee of $70,000 per annum for
service as chairman of the Board.

                    About Response Biomedical

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

Response Biomedical reported a net loss and comprehensive loss of
$5.99 million in 2013, a net loss and comprehensive loss of $5.28
million in 2012 and a net loss and comprehensive loss of $5.37
million in 2011.  The Company's balance sheet at June 30, 2014,
showed C$13.73 million in total assets, C$16.07 million in total
liabilities and a C$2.33 million total shareholders' deficit.

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


RESTAURANT DEVELOPMENT: Firm Dodges Claims Over Law360 Comments
---------------------------------------------------------------
Law360 reported that an Illinois federal judge ruled that U.S.
District Judge Matthew Kennelly has ruled that Gus Paloian, a
Chicago-based Seyfarth Shaw LLP bankruptcy partner who served as
Chapter 7 bankruptcy trustee for Restaurant Development Group, did
not violate a gag order by discussing the company's bankruptcy in
a Law360 piece because the comments were made outside his official
trustee role.  According to the report, RDG's former owners, Roger
Greenfield and Theodore Kasemir, sued the firm and Paloian,
claiming the attorney made defamatory remarks to Law360 suggesting
they defrauded their creditors, which allegedly scared off a
potential business partner in 2013.

Judge Kennelly dismissed the former owners' claims for violation
of a consent decree, which, they said, prohibited Paloian from
discussing the case with the media.  Judge Kennelly, however, kept
the suit in federal court for now because he believes "an
appropriate basis exists to certify the dismissal of the consent
decree claim for interlocutory appeal."

The case is In Re Restaurant Development Association, Inc., aka
RDA, Inc., Case No. 11-05672(Bankr. M.D. Fla.).  The Chapter 11
Petition was filed on March 29, 2011.


RICEBRAN TECHNOLOGIES: Closes Brazil Plant for Structural Failure
-----------------------------------------------------------------
RiceBran Technologies disclosed with the U.S. Securities and
Exchange Commission that its Irgovel plant in Pelotas, Brazil,
experienced a structural breakdown inside the ash house attached
to the boiler system.  As a result, the steam necessary to operate
the plant is unavailable and the plant has been temporarily shut
down.  While preliminary estimates are that the plant will be shut
down for at least one week, a full assessment of the damage has
not yet been completed.  The actual time needed to make repairs
may require the plant to remain closed for a longer period of
time.

"Management, with the assistance of external consultants, is
working diligently to complete that full assessment as soon as
possible.  However, the immediate impact on production levels
related to this event, in combination with difficulties previously
disclosed related to raw rice bran availability in Brazil and raw
rice bran availability and cost in the US resulting from the
California drought, have resulted in the Company's determination
to withdraw its financial results guidance for 2014."

"The Company is focused on bringing the Irgovel plant back to full
production as soon as possible and will provide additional
information as the results of the current assessment become
known," the Company stated in the filing.

                          About RiceBran

Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.

RiceBran Technologies reported a net loss of $17.64 million on
$35.05 million of revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $11.13 million on $37.72 million of
revenues for the year ended Dec. 31, 2012.

As of June 30, 2014, the Company had $54.31 million in total
assets, $32.13 million in total liabilities, $5.60 million in
temporary equity and $16.57 million in total equity attributable
to the Company's shareholders.

BDO USA, LLP, in Phoenix, Arizona, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations
resulting in an accumulated deficit of $219 million at Dec. 31,
2013.  This factor among other things, raises substantial doubt
about its ability to continue as a going concern.


ROSETTA GENOMICS: Annual General Meeting Set for October 10
-----------------------------------------------------------
Rosetta Genomics Ltd. notified the U.S. Securities and Exchange
Commission that its annual general meeting of the shareholders
will be held at the offices of the Company's subsidiary, Rosetta
Genomics Inc. at 3 Independence Way, Princeton, NJ 08540 on
Oct. 10, 2014, at 10:00 am (ET).

The agenda of the meeting will be:

   1. Approval of the re-election of Mr. Brian A. Markison to
      serve as a Class I director of the Company for a 3 year term
      commencing on the date of his election at the Annual Meeting
      and until the Annual General Meeting of the Company's
      shareholders to be held in 2017 in accordance with the
      Company's Articles of Association; and

   2. Approval of the re-election of Dr. Yitzhak Peterburg to
      serve as a Class I director of the Company for a 3 year term
      commencing on the date of his election at the Annual Meeting
      and until the Annual General Meeting of the Company's
      shareholders to be held in 2017 in accordance with the
      Company's Articles of Association; and

   3. Approval of the re-appointment of Kost, Forer, Gabbay &
      Kasierer, a member firm of Ernst & Young Global, as the
      Company's independent registered public accounting firm for
      the fiscal year ending Dec. 31, 2014, and until the next
      Annual Meeting, and to authorize the Audit committee and the
      Board of Directors of the Company to determine the
      remuneration of KFGK in accordance with the volume and
      nature of their services; and

   4. Approval of the addition of 900,000 ordinary shares, nominal
     (par) value NIS 0.6 each, to the shares authorized for
      issuance under the Company's 2006 Employee Incentive Plan
     (Global Share Incentive Plan (2006)), so that the total
      number of Ordinary Shares authorized for issuance under the
      GSIP will equal 1,803,739; and

   5. Approval effective as of Jan. 1, 2014, in accordance with
      Section 272(c1)(1) of the Israeli Companies, Law, 5759-1999
      of an extension to the amendment dated June 3, 2012, of the
      employment agreement of Mr. Ken Berlin, the chief executive
      officer of the Company.  Pursuant to that amendment, the CEO
      is entitled to a base salary at the annual rate of $500,000
      USD, payable bi-weekly or otherwise in accordance with the
      payroll policy of the Company, set to expire at the
      Company's 2015 Annual Shareholder Meeting;

   6. Approval for Mr. Ken Berlin, the chief executive
      officer of the Company, of a grant of options to purchase up
      to 100,000 Ordinary Shares of the Company at an exercise
      price per share equal to the closing price on Nov. 30, 2014,
      vesting in equal installments quarterly over a period of
      four years beginning on Nov. 30, 2014, and those
      options will expire seven years after their date of grant,
      unless they expire earlier in accordance with the terms of
      the GSIP and 20,000 Restricted Stock Units vesting in equal
      installments annually over a period of four years
      beginning on Nov. 30, 2014.  The options and RSUs are
      granted and otherwise subject to the same terms and
      conditions as applicable to options and RSUs granted under
      the GSIP.

   7. Replacement of Section 38 of the Company's Articles of
      Association with the following: "The Board of Directors of
      the Company shall consist of not less than two (2) nor more
      than seven (7) Directors"; and

   8. To discuss the Consolidated Financial Statements of the
      Company for the fiscal year ended Dec. 31, 2013.

                            About Rosetta

Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

Rosetta Genomics incurred a net comprehensive loss after
discontinued operations of $12.89 million on $405,000 of revenues
for the year ended Dec. 31, 2013, as compared with a net
comprehensive loss after discontinued operations of $10.45 million
on $201,000 of revenues in 2012.

As of Dec. 31, 2013, the Company had $25.88 million in total
assets, $2.24 million in total liabilities and $23.63 million in
total shareholders' equity.

                         Bankruptcy Warning

"We will require substantial additional funding and expect to
augment our cash balance through financing transactions, including
the issuance of debt or equity securities and further strategic
collaborations.  On December 7, 2012, we filed a shelf
registration statement on Form F-3 with the SEC for the issuance
of ordinary shares, various series of debt securities and/or
warrants to purchase any of such securities, either individually
or in units, with a total value of up to $75 million, from time to
time at prices and on terms to be determined at the time of such
offerings.  The filing was declared effective on December 19,
2012.  As of the time of the filing of this Annual Report on Form
20-F, we had sold through the Cantor Sales Agreement an aggregate
of 1,559,537 of our ordinary shares for gross proceeds of $5.9
million under this shelf registration statement, leaving an
aggregate of approximately $69.1 million of securities available
for sale.  If we need additional funding, there can be no
assurance that we will be able to obtain adequate levels of
additional funding on favorable terms, if at all.  If adequate
funds are needed and not available, we may be required to:

   * delay, reduce the scope of or eliminate certain research and
     development programs;

   * obtain funds through arrangements with collaborators or
     others on terms unfavorable to us or that may require us to
     relinquish rights to certain technologies or products that we
     might otherwise seek to develop or commercialize
     independently;

   * monetizing certain of our assets;

   * pursue merger or acquisition strategies; or

   * seek protection under the bankruptcy laws of Israel and the
     United States," the Company stated in the 2013 Annual Report.


ROCK AIRPORT: Court Won't Stay Plan Hearing & Sale Process
----------------------------------------------------------
Magistrate Judge Robert C. Mitchell denied the request of Rock
Airport of Pittsburgh LLC to stay proceedings in its bankruptcy
case pending its appeal from the bankruptcy court's order earlier
order granting Management Science Associates, Inc., standing to
propose a Chapter 11 plan of reorganization for the Debtor.

Rock Airport and MSA have filed competing Chapter 11 Plans.  Both
Plans are presently being submitted to creditors of the estate.

MSA acquired the claim of "Priscilla Grdn Living Trust" and
thereby established standing to file its Plan.

Rock Airport has objected to MSA's standing.

On August 8, 2014, the Bankruptcy Court entered two Memorandum
Orders in favor of MSA holding that MSA had standing to file the
plan and denying Rock Airport's Objection to the claim.  Rock
Airport has appealed both of the Bankruptcy Court's Orders.

The Bankruptcy Court initially scheduled confirmation hearings on
the competing Plans for August 21, 2014.  Rock Airport filed its
Emergency Motion to Stay Proceedings on August 19, and the
Bankruptcy Court continued the hearing on the Motion to Stay
Proceedings until September 4.  Simultaneously, the Bankruptcy
Court also continued the hearings on MSA's and Rock Airport's
competing Plans, and on the case Trustee's (Natalie Lutz
Cardiello's) Motion to Sell Property Free and Clear of Liens Under
11 U.S.C. Section 363(f) until September 4.

Rock Airport stated in its Motion that the "thrust" of MSA's
Reorganization Plan was to sell Rock Airport's "real and personal
property" to "an affiliate of MSA, namely Alaskan Property
Management Company, LLC" and that the Case Trustee had "arranged
for the sale" of the property to Alaskan Property.

MSA denied these statements in part, invited the Court to review
its Plan, and explained that the Trustee entered into an Asset
Purchase Agreement with Alaskan Property but filed a Motion
seeking an Order Approving the sale to Alaskan Property or the
successful bidder at the sale hearing.

MSA argues that Rock Airport's requested stay is unwarranted and
unallowable.

The magistrate judge ruled, among others, that Rock Airport won't
suffer "irreparable" harm if the stay of the proceedings and sale
of substantially all of the Debtor's assets is denied.  The Court
held that the very goal of the sale of assets is to acquire
proceeds to pay creditors.  "While the Court understands that Rock
Airport will no doubt consider the sale of its assets a loss, (and
when taken to the extreme rendering it "a defunct corporate shell"
this does not render it unable to pay the creditors. In fact, the
opposite is true -- the creditors will be paid," the judge said.

MSA also points out that Huntington Bank has already filed a
foreclosure complaint which could result in a default judgment and
foreclosure within 35 days after filing the complaint. If that
occurs, then the bank could proceed with a writ of execution on
the judgment in mortgage foreclosure, and then to sheriff's sale
of the real estate.

"This clearly would harm MSA and/or its affiliate Alaskan Property
or the successful bidder. . . .  Moreover, the public has an
interest in the re-opening of this airport. If a stay were granted
the airport's ability to reopen would (again) be delayed
indefinitely," the judge said.

The case before the District Court is, ROCK AIRPORT OF PITTSBURGH,
LLC, Appellant, v. MANAGEMENT SCIENCE ASSOCIATES, INC., ALASKAN
PROPERTY MANAGEMENT COMPANY, LLC and NATALIE LUTZ CARDIELLO,
Appellees, Case No. 2:14-cv-01105 (W.D. Pa.).  A copy of the
District Court's August 29, 2014 Memorandum Opinion is available
at http://is.gd/tdOlvcfrom Leagle.com.

Rock Airport is represented by:

     Robert O. Lampl, Esq.
     LAW OFFICES OF ROBERT O. LAMPL
     960 Penn Avenue, Suite 1200
     Pittsburgh, PA 15222
     Tel: 412-392-0330
     Fax: 412-392-0335

The case trustee, Natalie Lutz Cardiello, is represented by:

     Arthur W. Zamosky, Esq.
     BERNSTEIN-BURKLEY, P.C.
     707 Grant St #2200
     Pittsburgh, PA 15219
     Tel: 412-456-8100
     E-mail: azamosky@bernsteinlaw.com

Rock Airport of Pittsburgh, LLC, based in Pittsburgh,
Pennsylvania, filed for Chapter 11 bankruptcy (Bankr. W.D. Pa.
Case No. 09-23155) on April 30, 2009.  Robert O. Lampl, Esq.,
serves as Rock Airport's counsel.  In its petition, Rock Airport
estimated $1 million to $10 million in both assets and debts.  A
full-text copy of the petition, including the Debtor's list of 16
largest unsecured creditors, is available for free at
http://bankrupt.com/misc/pawb09-23155.pdf
The petition was signed by Rock Ferrone, president of the Company.

Its affiliate, Pittsburgh-based RPP LLC, filed for Chapter 11
bankruptcy (Bankr. W.D. Pa. Case No. 13-20868) on Feb. 28, 2013,
disclosing $6,710,000 in assets and $6,200,000 in liabilities.
Elliott J. Schuchardt, Esq., at Schuchardt Law Firm, serves as
RPP's counsel.  The petition was signed by Rock Ferrone, managing
member.


RUTHERFORD CO. LIFE: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Rutherford Co. Life Saving & First Aid
           aka Rutherford County Rescue
           fka Volunteer Life Saving and Rescue Crew
        PO Box 1876
        Boiling Springs, NC 28017

Case No.: 14-40434

Chapter 11 Petition Date: September 3, 2014

Court: United States Bankruptcy Court
       Western District of North Carolina (Shelby)

Judge: Hon. Craig Whitley

Debtor's Counsel: Kerry L. Balentine, Esq.
                  MAX GARDNER LAW PLLC
                  403 South Washington St.
                  Shelby, NC 28150
                  Tel: 704-487-0616
                  Fax: 888-870-1647
                  Email: klowery@maxgardner.com
                         kbalentine@maxgardner.com

Estimated Assets: $1 million to $10 million

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

The petition was signed by Mike Souther, authorized individual.

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


SANUWAVE HEALTH: Reports $1.69-Mil. Net Loss for Q2 Ended June 30
-----------------------------------------------------------------
SANUWAVE Health, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $1.69 million on $238,115 of revenue for
the three months ended June 30, 2014, compared with a net loss of
$818,331 on $160,617 of revenue for the same period in 2013.

The Company's balance sheet at June 30, 2014, showed $7.37 million
in total assets, $6.33 million in total liabilities and total
stockholders' equity of $1.05 million.

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

                        http://is.gd/5StjI9

                       About SANUWAVE Health

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

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

The Company's balance sheet at March 31, 2014, showed
$8.56 million in total assets, $6.85 million in total liabilities
and $1.71 million total stockholders' equity.


SCIENTIFIC GAMES: Moody's Rates $2.2-Bil. Unsecured Notes 'Caa1'
----------------------------------------------------------------
Moody's Investors Service assigned the following ratings to
Scientific Games Corporation's (SGMS) proposed $5.5 billion debt
offering: $1.735 billion senior secured term loan due 2022 at Ba3;
$750 million senior secured notes due 2021 at Ba3; $2.2 billion of
senior unsecured secured notes due 2022 and $500 million of senior
unsecured notes due 2024 at Caa1. At the time of closing, Moody's
expect the company's existing $300 million senior secured
committed revolver expiring in 2018 will be increased to $650
million. Proceeds from this debt offering, borrowings under SGMS'
revolver, and about $100 million of cash on hand will be used to
fund SGMS' acquisition of Bally Technologies, Inc. (Bally, Ba3 on
review for downgrade), repay substantially all of Bally's existing
debt and pay related fees and expenses.

SGMS's existing ratings remain on review for downgrade. These
rating include SGMS' B1 Corporate Family Rating, B1-PD Probability
of Default Rating, $2.6 billion Ba3 senior secured bank facility
rating, and $900 million B3 senior subordinated notes rating. This
debt was placed on review for downgrade on August 1, 2014
following SGMS's announcement that it signed a definitive
agreement to acquire the outstanding shares of Bally for $83.30
per share in cash, or a total transaction value of about $5.1
billion including the refinancing of approximately $1.8 billion of
existing Bally net debt.

Ratings Rationale

The ratings assigned to SGMS' proposed $5.5 billion debt issuance
is based on the assumption that SGMS' Corporate Family Rating,
currently at B1 on review for downgrade, will be lowered one-notch
to B2 once the transaction closes. The expected closing date is
early 2015 and remains subject to approval by Bally's
stockholders, receipt of certain gaming regulatory approvals and
other customary conditions.

The B2 Corporate Family Rating that Moody's expect to take effect
assuming the transaction closes as currently planned, considers
SGMS' significant pro forma leverage, calculated both with and
without management estimated cost synergies. Moody's calculates
SGMS' pro forma debt/EBITDA at 6.7 times with estimated cost
synergies and 8.0 times without estimated cost synergies. Despite
Moody's expectation that SGMS will apply its annual free cash flow
of between $400 million and $450 million over the next 24 months
to permanently reduce debt outstanding, debt/EBITDA will still be
considered high at about 6.5 times. Incorporated into Moody's 6.5
times debt/EBITDA estimate are the following assumptions for the
next 24 month period: (1) the expectation of continued softness in
the gaming sector and only a modest level of consolidated EBITDA
growth; (2) 75% of the company's proposed $220 million of
estimated cost synergies are achieved; (3) and between $400
million to $450 million of absolute debt repayment.

Notwithstanding these concerns, the acquisition of Bally makes
strategic sense, given the complementary nature of the two
companies' products, the enhanced scale, and the business and
geographic diversity they would achieve. The combination would
enhance scale in an increasingly competitive market and is a good
strategic fit for SGMS as it will improve SGMS' offerings in the
gaming industry in areas such as casino management systems and
table products, including automatic shufflers, proprietary table
games and electronic table games.

The expected stable rating outlook assumes SGMS' lottery segment
(Instant Products and Lottery Systems) -- which will account for
about 30% of 2014 pro forma revenue -- will continue to grow,
albeit moderately. This should partly or fully mitigate potential
volatility in SGMS' gaming business. The stable outlook also
assumes that the company will apply the majority of its free cash
flow to absolute debt reduction above and beyond any mandatory and
cash flow sweep amortization requirements.

The ratings could be lowered if it appears that the company will
not be able to reduce and maintain debt/EBITDA below 6.0 times by
the end of calendar year 2016. The ratings could also be lowered
if the terms of the transaction change prior to closing in a
manner that Moody's believes will unfavorably impact SGMS' pro
forma capital structure and/or financial profile for any reason. A
higher rating would require SGMS to achieve and maintain
debt/EBITDA below 5.0 times and maintain its good liquidity
profile.

At the time of closing, and the one-notch downgrade to SGMS'
Corporate Family Rating, Moody's would expect the existing senior
secured debt to remain at Ba3 -- due to the addition of a
significant amount of new junior debt in the capital structure --
while the subordinated debt would be lower by one-notch.

Ratings assigned:

Scientific Games International, Inc.:

  Proposed $1.735 billion senior secured term loan due 2022 at
  Ba3 (LGD2)

  Proposed $750 million senior secured notes due 2021 at Ba3
  (LGD2)

  Proposed $2.2 billion senior unsecured notes due 2022 at Caa1
  (LGD5)

  Proposed $500 million senior unsecured notes due 2024 at Caa1
  (LGD5)

Ratings remaining on review for downgrade:

Scientific Games Corporation:

  Corporate Family Rating at B1

  Probability of Default Rating at B1-PD

  8.125% $250 million senior subordinated notes due 2018 at B3
  (LGD5)

Scientific Games International, Inc.:

  $300 million senior secured revolving credit facility due 2018
  (will be increased to $650 million at closing of transaction)
  at Ba3 (LGD3)

  $2.3 billion senior secured term loan B due 2020 at Ba3 (LGD3)

  6.25% $300 million senior subordinated notes due 2020 at B3
  (LGD5)

  6.625% $350 million senior subordinated notes due 2021 at B3
  (LGD5)

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

Scientific Games Corporation is a developer of technology-based
products and services and associated content for worldwide gaming
and lottery markets, including instant and draw-based lottery
games, electronic gaming machines and game content, server-based
lottery and gaming systems, sports betting technology, loyalty and
rewards programs and social interactive content and services. In
October 2013 SGMS acquired WMS Industries Inc. which designs,
manufactures and markets video and mechanical reel-spinning gaming
machines, and video lottery terminals. The company reported pro
forma net revenues (excluding Bally) of $1.6 billion for the
trailing twelve months ended June 30, 2014.


SCIENTIFIC GAMES: S&P's 'B+' CCR Removed From Watch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Scientific Games Corp. and removed the ratings
from CreditWatch, where they were placed with negative
implications on Aug. 1, 2014.  The outlook is stable.

"At the same time, we raised our issue-level rating to 'BB-' from
'B+' on the company's senior secured debt, which is expected to
include a $650 million revolver (including $350 million
incremental amount, which is expected to be committed concurrent
with this financing transaction) due 2018, about $2.3 billion in
existing term loan debt due 2020, a new $1.735 billion incremental
term loan due seven years from closing, and about $750 million in
new senior secured notes.  The upgrade reflects our revision of
the recovery rating on the secured debt to '2', indicating our
expectation for substantial (70% to 90%) recovery for lenders in
the event of a payment default, from '3'.  Our recovery analysis
includes the expected issuance of about $750 million in senior
secured notes," S&P said.

S&P is assigning the new $1.735 billion incremental term loan due
seven years from closing a 'BB-' issue-level rating (at the same
level as the existing senior secured debt), with a recovery rating
of '2'.

S&P expects to assign the company's $750 million senior secured
notes due seven years from closing its 'BB-' issue-level rating,
with an expected recovery rating of '2', indicating S&P's
expectation for substantial (70% to 90%) recovery for lenders in
the event of a payment default.  S&P also expects to assign its
'B' issue-level rating to the $2.2 billion and $500 million in
senior unsecured notes tranches, due 2023 and 2025, respectively,
that S&P believes the company will issue later this year.  S&P
expects to assign a recovery rating on those notes of '5',
reflecting its expectation for modest (10% to 30%) recovery for
lenders in the event of a payment default.

S&P expects the company to use proceeds from the proposed
incremental term loan, the revolver, and the expected senior
secured and unsecured notes issuances to fund the $3.2 billion
purchase price for Bally, to refinance about $1.8 billion in net
debt at Bally, and to pay for transaction fees and expenses.

S&P also affirmed its 'B-' issue-level rating on the company's
$250 million, $300 million, and $350 million subordinated debt
tranches.  The recovery rating on those securities is '6',
reflecting S&P's expectation for negligible (0% to 10%) recovery
for lenders in the event of a payment default.

At the same time, S&P affirmed all ratings on Bally Technologies
Inc., including S&P's 'B+' corporate credit rating, and removed
the ratings from CreditWatch with negative implications, where
they were placed on Aug. 1, 2014.  The outlook is stable.  S&P
plans to withdraw all ratings on Bally once the acquisition
closes.

The rating affirmation reflects S&P's expectation that although
adjusted leverage will remain high, (in the low- to mid-7x area
through 2015), Scientific Games will achieve a modest level of
cost synergies that will result in deleveraging below 7x, and
maintenance of interest coverage of at least 2x, over the next few
years.

The 'B+' corporate credit rating reflects S&P's assessment of
Scientific Games' business risk profile as "satisfactory" and its
financial risk profile as "highly leveraged."


SENTINEL MANAGEMENT: Didn't Seek High Court Review of May Ruling
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, and
Sherri Toub, a Bloomberg News writer, said Frederick Grede, the
trustee for Sentinel Management Group Inc., didn't seek high court
review of a May decision by the U.S. Court of Appeals in Chicago,
which ruled that Congress couldn't have intended for a broker to
benefit some customers by defrauding them.  The report related
that the May ruling favored futures commission merchant FCStone
LLC as the Chicago appeals court said the language of the safe
harbor in Section 546(e) of the Bankruptcy Code compelled it to
dismiss a lawsuit because it involved a bankrupt broker, even
though creditors of a non-broker would be compelled to repay
stolen money.

The appeal was Grede v. FCStone LLC, Case No. 13-1232, U.S. Court
of Appeals for the Seventh Circuit (Chicago).  The district court
case is Grede v. FCStone LLC, 09-00136, U.S. District Court,
Northern District of Illinois (Chicago).

                     About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering a
variety of security solutions.  The Company filed a voluntary
Chapter 11 petition (Bankr. N.D. Ill. Case No. 07-14987) on
Aug. 17, 2007.  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represented the Debtor.  Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represented the
Official Committee of Unsecured Creditors.  When the Debtor sought
bankruptcy protection, it estimated assets and debts of more than
$100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq., at Jenner & Block LLP,
represent the Chapter 11 Trustee.

The Court confirmed the Fourth Amended Chapter 11 Plan of
Liquidation for Sentinel on Dec. 15, 2008, which created a
Liquidation Trust.  The Plan became effective Dec. 17, 2008, and
Mr. Grede was appointed Liquidation Trustee.


SEVEN COUNTIES: Court Ruling Won't Impact Kentucky's Credit Rating
------------------------------------------------------------------
The Associated Press reported that Moody's said it will not
downgrade Kentucky's credit rating despite a recent federal
bankruptcy decision that could increase the state's pension
liability.  According to the report, the bankruptcy judge allowed
Seven Counties, a private Louisville community mental health
center, to leave the Kentucky Employees Retirement System without
paying its share of the $17.1 billion unfunded liability.

                     About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioral
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) on April 4, 2013.
The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.

The petition was signed by Anthony M. Zipple as president/CEO.
The Debtor scheduled assets of $45,603,716 and scheduled
liabilities of $232,598,880.

Judge Joan A. Lloyd presides over the case.  David M. Cantor,
Esq., Neil C. Bordy, Esq., Charity B. Neukomm, Esq., Tyler R.
Yeager, Esq., and James E. McGhee III, Esq., at SEILLER WATERMAN
LLC, serve as counsel to the Debtor.  Bingham Greenebaum Doll LLP
and Wyatt, Tarrant & Combs LLP have been retained by the Debtor as
special counsel.  Hall, Render, Killian, Heath & Lyman, PLLC, is
special counsel to represent and advise it in the implementation
of its new software system.

Peritus Public Relations, LLC, has been tapped to provide public
relations and public affairs support in Kentucky.

Fifth Third Bank, the cash collateral lender, is represented by
Brian H. Meldrum, Esq., at STITES & HARBISON PLLC; and Robert C.
Goodrich, Jr., Esq., at STITES & HARBISON PLLC.


STARR PASS: Court Establishes Claims Bar Date
---------------------------------------------
The Hon. Paul Sala of the U.S. Bankruptcy Court for the District
of Arizona set 45 days from the entry of the Court's order, which
is dated Aug. 22, 2014, as the last day for the filing of any
prepetition claim or interest against Starr Pass Residential LLC
arising from any event occurring before the Debtor's bankruptcy
filing.

                 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.

                             *   *   *

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.


SUMMIT MATERIALS: Moody's Assigns Caa1 Rating on $115MM Sr. Notes
-----------------------------------------------------------------
Moody's has assigned a Caa1/LGD4 rating to Summit Materials, LLC's
proposed $115 million 10.5% senior unsecured notes due 2020, which
are an add-on to Summit's existing senior unsecured notes.  All
other ratings remain the same.  The ratings outlook also remains
stable.

On September 3, 2014, Summit announced a $115 million senior
unsecured notes offering, the proceeds of which will be used to
finance the acquisition of Mainland Sand & Gravel Ltd.
("Mainland"), to pay related fees associated with the acquisition
and financing, to pay down outstanding amounts under Summit's
revolving credit facility, and for other general corporate
purposes. Mainland is a pure-play aggregates company in the
Greater Vancouver metro area.

Ratings Rationale

The B3 Corporate Family and B3-PD Probability of Default Ratings
balance Summit's growing scale, geographic diversity and
experienced management team against the company's acquisitive
growth model, and risks associated with execution and integration.
The B3 ratings also reflect Summit's high adjusted debt leverage
(6.9X debt-to-EBITDA at TTM 6/30/14). While debt-to-EBITDA should
decline modestly though EBITDA growth, Moody's expect debt
leverage to remain commensurate with a B3 rating over the
intermediate term. Summit's margins have lagged in relation to
margins typical for its business segments. Moody's believe margin
weakness is partially attributed to lower-margin construction
services as well as synergies not yet realized from its recent
acquisitions. Margins should begin to increase from improvements
in the company's end markets and the overall economy.

The stable outlook reflects Summits' scale, geographic
diversification and leadership position in its local markets,
while taking into account the company's debt leverage appetite and
acquisition growth strategy. The stable outlook also presumes that
the company will demonstrate organic growth over the near-term, as
evidenced by moderate increases in "same-store" operating margins,
as well as maintain adequate liquidity to support its acquisitions
and seasonal cash flows.

Moody's indicated that the ratings could be upgraded if Summit
demonstrates healthy, organic ("same-store") operating
performance. In addition, the ratings could be upgraded should the
company reduce adjusted debt leverage closer to 5.5X and achieves
adjusted EBIT to interest at or above 1.5X, both on a sustainable
basis and inclusive of Moody's standard adjustments.

Alternatively, Moody's stated the ratings could be downgraded
should Summit's organic operating performance decline sharply due
to economic weakness or management missteps.

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

Summit Materials, LLC is a building materials company primarily
operating in Texas, Kansas, Kentucky, Missouri and Utah. It is
owned by the Blackstone Group, Silverhawk Capital Partners, and
senior management (small minority). The owners intend to use the
company as an acquisition / roll-up vehicle in the building
materials space, focusing on aggregates, cement, and related
downstream products such as ready mix concrete and asphalt. To
date, the equity sponsors have funded approximately $490 million
of their $795 million equity commitment to facilitate 31
acquisitions.


SUMMIT MATERIALS: S&P Affirms 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Summit Materials LLC and its 'B-'issue-level
rating on the company's $510 million 10.5% senior notes due 2020
(to be increased to $625 million).

At the same time, S&P raised its issue-level rating on the
company's $422 million term loan and $150 million floating-rate
revolving bank loan to 'BB' from 'BB-' and revised the recovery
rating on the loans to '1' from '2', reflecting S&P's expectations
of very high recovery (90% to 100%) in the event of a default.
The outlook is stable.

"We expect Summit's EBITDA generation to continue to improve for
the remainder of 2014 and into 2015 due to a combination of
continued acquisitions, organic growth, and improved operating
margins, with pro forma EBITDA of 2014 totaling about $200 million
with further growth in 2015," said Standard & Poor's credit
analyst Thomas Nadramia.

S&P expects credit measures to remain in a narrow range, with debt
to EBITDA leverage remaining in the 5x-6x range, interest coverage
of about 2.5x, and liquidity to remain adequate.  Given the
company's private equity ownership, S&P expects the company to
remain "highly leveraged" over the next 12 months, and any
positive cash flow from operations is likely to be used to help
fund additional acquisitions.  S&P's outlook assumes spending
levels under the Federal Highway Trust Fund will continue
uninterrupted at current levels over the next 12-24 months.

S&P considers a downgrade to be unlikely over the next 12 months
given its expectation that aggregates markets will continue to
slowly improve as states increase infrastructure spending and
residential construction continues its slow, if choppy
improvement.  A downgrade could occur if the company materially
increased leverage above 6x on a pro forma basis to fund
additional acquisitions or if operating results unexpectedly
deteriorated such that pro forma interest coverage fell below 2x.
A long-term failure to renew funding under the Federal Highway
Program (MAP-21) could also lead to a negative rating action, but
we view this as a low probability event.

S&P considers an upgrade unlikely in the next 12 months due to
Summit's high leverage and private equity ownership.  S&P believes
Summit will continue to pursue debt-financed acquisitions as part
of its strategy to expand the scale and scope of its aggregate and
heavy materials operations.  However, an upgrade could occur if
the company permanently lowered debt leverage below 5x through an
initial public offering or other equity injection from its owners.


SUNRISE REAL ESTATE: CEO Has 50.3% Equity Stake
-----------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, ACE Develop Properties Limited and Lin Chi
Jung disclosed that as of Aug. 30, 2014, they beneficially owned
24,511,400 shares of common stock of Sunrise Real Estate Group,
Inc., representing 50.34 percent of the shares outstanding.

Sunrise Real issued 20 million shares of common stock to ACE
Develop for RMB 10,472,000 (US $1,700,000 equivalent) pursuant to
a share purchase agreement dated Aug. 20, 2014.  ACE Develop is
wholly-owned by Lin Chi-Jung, the Company's chief executive
officer, president and chairman of the Board.

A copy of the regulatory filing is available for free at:

                       http://is.gd/mWkt0E

                     About Sunrise Real Estate

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
Oct. 10, 1996, under the name of Parallax Entertainment, Inc.
On Dec. 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc., filed Articles of Amendment with the
Texas Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.

Sunrise Real Estate incurred a net loss of US$3.47 million on
US$8.52 million of net revenues for the year ended Dec. 31, 2012,
as compared with a net loss of US$1.15 million on US$8.97 million
of net revenues for the year ended Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2013, showed $60.33
million in total assets, $55.82 million in total liabilities and
$4.50 million in total shareholders' equity.

Finesse CPA, P.C., in Chicago, Illinois, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has a working capital deficiency, accumulated deficit
from recurring net losses for the current and prior years, and
significant short-term debt obligations currently in default or
maturing in less than one year.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


T-MOBILE USA: Moody's Rates Proposed Sr. Notes Due 2023/2025 Ba3
----------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to T-Mobile USA,
Inc.'s proposed offering of Senior Unsecured Notes due 2023 and
Senior Unsecured Notes due 2025. T-Mobile intends to use the net
proceeds from the offering for general corporate purposes, which
may include capital investments, acquisition of additional
spectrum and repayment of certain indebtedness. The company's
other ratings and stable outlook remain unchanged.

Moody's has taken the following rating actions:

T-Mobile USA, Inc.

Senior Unsecured Series Notes due 2023: Assigned Ba3 (LGD4)

Senior Unsecured Series Notes due 2025: Assigned Ba3 (LGD4)

Ratings Rationale

T-Mobile's Ba3 Corporate Family Rating ("CFR") reflects our
expectation for continuing solid execution as a result of enhanced
scale, a competitive device lineup, accelerated network investment
which improves the customer experience and reduces churn and a
new, aggressive pricing structure for smartphones. In addition, a
strong liquidity profile and valuable spectrum assets also provide
credit support. These strengths are offset by the company's fourth
position in the highly competitive U.S. wireless industry, the
capital intensity associated with building out its 4G LTE network
and meeting rapidly rising bandwidth demand and a moderately
leveraged balance sheet.

T-Mobile's stable outlook reflects Moody's belief that the merger
with MetroPCS will present strategic and operational synergies
that will enable the combined company to stabilize its market
share over time and eventually lead to margin expansion.

T-Mobile's rating could be upgraded if the combined company
returns to a strong growth trajectory by reducing churn and
increasing subscriber counts. Specifically, Moody's could raise
the rating if leverage is likely to drop below 4.0x and free cash
flow were to improve to the high single digits percentage of total
debt (note that all cited financial metrics are referenced on a
Moody's adjusted basis).

Downward rating pressure could develop if the company's leverage
approaches 4.5x and free cash flow drops below 2% of total debt.
This could occur if EBITDA margins come under sustained pressure,
declining to below 30%. In addition, deterioration in liquidity
could pressure the rating downward.

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


T-MOBILE USA: S&P Gives 'BB' Rating on New Sr. Notes Due 2023/2025
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '3' recovery rating to T-Mobile USA Inc.'s proposed
senior notes with maturities of 2023 and 2025 (amounts to be
determined).  The '3' recovery rating indicates S&P's expectation
for meaningful (50%-70%) recovery in the event of payment default.

S&P expects the company to use net proceeds for capital
expenditures, the acquisition of spectrum in the upcoming auction
of AWS-3 spectrum licenses, and the repayment of debt.

The 'BB' corporate credit rating on parent company T-Mobile US
Inc. remains unchanged, as does the stable outlook.  S&P estimates
that pro forma debt to EBITDA will be in the mid-4x area and only
modestly higher than the 4.4x as of June 30, 2014.  Still, S&P
believes that leverage could rise to the high-4x area over the
next couple of years, depending on EBITDA growth and the ultimate
level of spending in the upcoming spectrum auctions, although S&P
expects that leverage will remain below 5x, with credit measures
supportive of its "aggressive" financial risk assessment.

Deutsche Telekom AG (DT) owns a 67% stake in T-Mobile's common
stock.  S&P considers T-Mobile to be moderately strategic to DT
and impute one notch of support to the corporate credit rating
from the standalone credit profile of 'bb-'.

RATINGS LIST

T-Mobile US Inc.
Corporate Credit Rating            BB/Stable/--

T-Mobile USA Inc.
Senior Notes due 2023              BB
  Recovery Rating                   3
Senior Notes due 2025              BB
  Recovery Rating                   3


TAMPA WAREHOUSE: Seeks Extension of CBRE Agreement to Dec. 31
-------------------------------------------------------------
Tampa Warehouse, LLC, asks the U.S. Bankruptcy Court for the
Western District of North Carolina to approve the Debtor's
execution and delivery of a listing agreement extension with CB
Richard Ellis, Inc., extending the term of existing arrangement to
December 31, 2014.

CBRE has held an exclusive leasing listing agreement on the
Debtor's industrial warehouse facility located in Tampa, Florida,
since November 2002.  CBRE markets the Property to potential
lessors and purchasers.  The Court previously approved the
extension of this arrangement with CBRE through June 30, 2014.

Execution of the Listing Agreement allows for continued leasing
effort by professionals familiar with the Property, Joshua B.
Farmer, Esq., at Tomblin, Farmer & Morris, PLLC, in Rutherfordton,
North Carolina -- jfarmer@farmerlegal.com -- contends.

The Debtors are financing their postpetition operations with the
use of "cash collateral," as that term is defined in Bankruptcy
Code Sec. 363(a), all of which is derived from rents, issues, and
profits earned by the Debtor in its ordinary course of its
business.  The Debtor's business consists of owning and operating
a 30.45 acre tract of land, that includes a 681,770 square foot
industrial storage facility, having the address of 6422 Harney
Road, Tampa, Florida 33610.  The Facility and the Rents are
collectively referred to as the "Collateral," because all of these
assets secure the indebtedness of the Debtor to Regions Bank, that
is in the principal amount of approximately $17,729,766.92,
together with interest, attorney's fees, and costs, the same being
evidenced by a series of loan, security, and perfection documents.

                      About Tampa Warehouse

Tampa Warehouse, LLC, filed a Chapter 11 petition (Bankr. W.D.N.C.
Case No. 13-32547) in Charlotte, North Carolina, on December 5,
2013.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $10 million in assets and
between $10 million and $50 million in liabilities.  The Debtor
said its principal asset is located at 6422 Harney Road, in Tampa,
Florida.

Fred D. Godley, as member and manager, signed the bankruptcy
petition.  Owners of the Debtor are:  Charlotte Housing for the
Elderly (145543%), Clinton Housing for the Elderly (6.951%), Fred
D. Godley (12.516%), Monroe Housing for the Elderly (12.516%) and
Rocky Mount Housing for the Elderly (12.403%).

Judge Laura T. Beyer oversees the case.  The Debtor is represented
by represented by Joshua B Farmer, Esq., at Tomblin, Farmer &
Morris, PLLC, in Rutherfordton, North Carolina.  Michael R. Nash,
CPA, PLLC, serves as accountants.

The Bankruptcy Administrator said in December that an official
committee under 11 U.S.C. Sec. 1102 has not been appointed in the
case.

Jimmy R. Summerlin, Jr., Esq., at Young, Morphis, Bach & Taylor,
LLP, represents lender Regions Bank.


TEE INVESTMENT: Chapter 11 Case Closed; Receiver Released
---------------------------------------------------------
The Hon. Gregg W. Zive of the U.S. Bankruptcy Court for the
District of Nevada granted the request of Terrence S. Daly, in his
capacity as court-appointed receiver for Tee Investment Company
Limited Partnership, to release him from any further obligations
in the Debtor's Chapter 11 case.

The Debtor's Chapter 11 case was closed on Aug. 15, 2014.

                       About Tee Investment

Reno, Nevada-based Tee Investment Company, Limited Partnership,
dba Lakeridge Apartments, owns the property known as the Lakeridge
East Apartments, 6155 Plums Street, Reno, Nevada.  The Debtor
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case
No. 11-50615) on March 1, 2011.  The Debtor estimated its assets
and debts at $10 million to $50 million.

Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, in Reno,
Nev., represents the Debtor as counsel.

Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev.
10-53612), West Shore Resort Properties III, LLC (Bankr. D. Nev.
10-51101), and West Shore Resort Properties, LLC, and (Bankr. D.
Nev. 10-50506) filed separate Chapter 11 petitions.

Attorneys at Armstrong Teasdale represents Terrence S. Daly, the
court-appointed receiver for Tee Investment Company, Limited
Partnership, as counsel.  Jeffrey L. Hartman, Esq., at Hartman &
Hartman, represents Christina W. Lovato, Chapter 11 trustee.

In 2012, the Debtor filed a First Amended Plan of Reorganization,
which provides that the amount of the WBCMT Secured Claim will be
the lesser of the value of the Property determined as of the
Confirmation Date (the "Value as of Confirmation Date") or the
WBCMT Note Balance, less all post-petition pre-confirmation
payments made to WBCMT.  All existing membership interests are
canceled.  Upon plan confirmation 100% of the membership interest
in the Reorganized Debtor will be issued to Blackwood Canyon, LLC.

WBCMT has sought conversion of the Debtor's case to one under
Chapter 7 of the Bankruptcy Code.

In 2013, the Court approved the appointment of Christina W. Lovato
as Chapter 11 trustee for the Debtor.


TEINE ENERGY: Moody's Assigns 'B2' CFR & Rates $350MM Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Teine Energy
Ltd's proposed US$350 million senior unsecured notes. Moody's also
assigned a B2 Corporate Family Rating (CFR), a B2-PD Probability
of Default Rating and a SGL-2 Speculative Grade Liquidity rating
to Teine. The rating outlook is stable. This is the first time
that Moody's has rated Teine.

The proceeds of the notes will be used primarily to repay and
retire the existing second lien term loan and repay drawings under
the revolver.

Assignments:

Issuer: Teine Energy Ltd.

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Senior Unsecured Regular Bond/Debenture (Local Currency),
Assigned B3 (LGD4)

Outlook Actions:

Issuer: Teine Energy Ltd.

Outlook, Assigned Stable

Ratings Rationale

Under Moody's Loss Given Default (LGD) Methodology, the US$350
million senior unsecured notes are rated B3, one notch below the
B2 CFR, due to the priority ranking of the C$250 million secured
revolving borrowing base credit facility in the capital structure.

The B2 CFR reflects Teine's small but growing size, and
concentration in the Viking formation in southwestern
Saskatchewan. The rating favorably recognizes the high percentage
of light oil (90%) production, significant number of drilling
locations and long proved reserve life, high cash margins, solid
leveraged full-cycle ratio and strong retained cash flow to debt
metric.

Teine's SGL-2 Speculative Grade Liquidity Rating reflects good
liquidity. Pro forma for the September 2014 notes issuance, Teine
will have minimal cash and full availability under its C$250
million revolver, terming out May 2015 and maturing one year
later. Moody's expect the negative free cash flow of about C$50
million from September 30, 2014 to September 30, 2015 to be funded
under the revolver. Moody's expect Teine will be well in
compliance with its sole financial covenant through this period.
Alternate sources of liquidity are somewhat limited as its assets
are pledged as collateral to the secured revolving credit
facility.

The stable outlook reflects our expectation that production and
reserves will grow, and cash flow based leverage metrics will
remain strong.

The rating could be upgraded if Teine can increase its production
towards 20,000 boe/d, while maintaining retained cash flow to debt
above 50%.

The rating could be downgraded if production declines leading to
E&P debt to production rising above US$40,000/boe, or if retained
cash flow to debt falls below 35%.

Teine is a private Calgary, Alberta-based independent exploration
and production company with a focus on the Viking light oil play
in southwestern Saskatchewan. Teine is producing roughly 10,000
boe/d net of royalties and has about 50 million barrels of proved
reserves.

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


TELIK INC: Posts $1.6-Mil. Net Loss for June 30 Quarter
-------------------------------------------------------
Telik, Inc., filed its quarterly report on Form 10-Q, disclosing a
net loss of $1.6 million for the three months ended June 30, 2014,
compared with a net loss of $1.39 million for the same period last
year.

The Company's balance sheet at June 30, 2014, showed $2.25 million
in total assets, $1.57 million in total liabilities, redeemable
convertible preferred stock of $1.71 million, and a stockholders'
deficit of $1.03 million.

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

                       http://is.gd/81SW3C

Palo Alto, Calif.-based Telik, Inc. (Nasdaq: TELK) is a clinical
stage drug development company focused on discovering and
developing small molecule drugs to treat cancer.  The Company's
most advanced drug candidate is Telintra(R), a modified
glutathione analog intended for the treatment of hematologic
disorders including myelodysplastic syndrome; followed by
Telcyta(R), a cancer activated prodrug for the treatment of a
variety of cancers.  Telik's product candidates were discovered
using its proprietary drug discovery technology, TRAP(R), which
enables the rapid and efficient discovery of small molecule drug
candidates.


TEMPLAR ENERGY: Moody's Rates Proposed $550MM 2nd Lien Loan 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Templar Energy,
LLC's proposed $550 million second lien term loan. Term loan
proceeds will be used to fund Templar's $588 million acquisition
of Anadarko Basin Granite Wash assets from Newfield Exploration
Company (NFX, Ba1 stable). Templar's other ratings are unaffected
and the outlook remains stable.

The term loan will be pari passu with the company's existing $900
million second lien term loan dated as of November 25, 2013. The
term loan is secured on a second priority basis by a lien on
substantially all of Templar's and its subsidiaries' tangible and
intangible assets. The second lien term loan is rated one-notch
below the B2 Corporate Family Rating (CFR) due to the prior
ranking $625 million first lien borrowing base revolving credit
facility in the capital structure, in accordance with Moody's Loss
Given Default (LGD) methodology. Moody's expects that the company
will finance its growth on a relatively balanced basis between
first lien and second lien debt.

"Templar has realized slower than expected production growth and
cash flow from the Anadarko Basin assets acquired from Forest Oil
Corporation in November 2013, a shortfall which the highly
complementary assets acquired from Newfield should help
alleviate," commented Andrew Brooks, Moody's Vice President.
"However, while the debt-financed acquisition burdens Templar with
incremental leverage, Moody's expects the trend in production
growth and leverage metrics to evidence an improved trajectory by
early 2015."

Assignments:

Issuer: Templar Energy, LLC

Senior Secured 2nd Lien Term Loan, Assigned B3 (LGD4)

Ratings Rationale

Templar's B2 CFR reflects its relatively modest size, the slower
than expected ramp up in production growth, its limited operating
history and debt leverage which continues to approximate an
elevated $50,000 per flowing barrel of oil equivalent (Boe) per
day of production, pro forma for the Newfield acquisition. Lower
than expected production starting up in 2014, leading to elevated
relative leverage metrics, appears to be timing related and not a
function of the quality of Templar's Anadarko Basin assets. While
privately owned Templar as an operating entity was only
established in December 2012, Templar management is well seasoned
in the technical and operating characteristics of the Anadarko
Basin in which it has operated a series of E&P companies over the
past two decades. Its existing Anadarko Basin assets, largely
acquired from Forest Oil Company (FST, B3 stable) in October 2013
for $1.0 billion, have producing lives which stretch back many
decades. The Anadarko Basin is characterized by multiple stacked
pay zones with multiple reservoirs producing a balanced mix of
liquids rich gas and crude oil. In 2014's second quarter,
Templar's production averaged 18,300 Boe per day, 27% crude oil,
24% natural gas liquids (NGLs) and 49% natural gas.

In July 2014, Templar agreed to acquire Newfield's Granite Wash
assets, which comprised 103,000 gross acres (41,000 net), 10,800
Boe per day of production (40% liquids) and 93 million Boe of
proved reserves. The acquired acreage is highly complementary to
Templar's existing Anadarko Basin acreage, and will boost
production and proved reserves on a pro forma basis to roughly
30,400 Boe per day (46% liquids) and 298.3 million Boe,
respectively. However, the acquisition is a leveraging
transaction, which will cause debt to average daily production to
remain slightly over $50,000 per Boe through the remainder of
2014. Employing a 10-rig drilling program in the Anadarko through
year-end, Templar intends to increase its rig count to 15 by year-
end 2015. Should Templar be successful in growing its production
to levels exceeding 40,000 Boe per day, as is the company's
expectation, Moody's would expect to see leverage metrics improve
in 2015 and beyond from current elevated levels.

The outlook is stable based on the relatively low risk nature of
Templar's asset base and Moody's view that relative debt leverage,
while stubbornly high as a result of the Granite Wash acquisition,
will ratchet down as production gains are realized. A rating
downgrade would be considered should Templar's debt leverage
remain above $50,000 per Boe of average daily production. A rating
upgrade could be considered should production levels reach 50,000
Boe per day, with debt on production falling below $35,000 per
Boe.

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.


THERMOENERGY CORP: Borrows $240,000 From Robert Trump et al.
------------------------------------------------------------
ThermoEnergy Corporation had obtained an additional loan from
Robert S. Trump, Empire Capital Partners, L.P., Empire Capital
Partners, Ltd., and Empire Capital Partners Enhanced Master Fund,
Ltd., for $240,000 according to the Company's regulatory filing
with the U.S. Securities and Exchange Commission.

ThermoEnergy entered into a Loan Agreement with the Lenders all of
whom are holders of the Company's Common Stock and its Series B-1
and Series C Convertible Preferred Stock, and who, in the
aggregate, made loans to the Company in the principal amount of
$4,000,000 in August 2013.

The proceeds from the Loans may be used for general corporate
purposes.  Pursuant to the Loan Agreement, as amended, the Lenders
may, but are not obligated to, make additional loans to the
Company on or before Sept. 15, 2014.

As evidence of the Company's obligation to repay the Loans, the
Company has issued to the Lenders Promissory Notes due Sept. 15,
2014.  The Notes bear interest at the rate of 12% per annum;
amounts unpaid following the occurrence of an event of default or
after maturity bear interest at the default rate of 18% per annum.
The Notes may be prepaid, in whole or in part, without premium or
penalty, provided that all prepayments must be made pro rata among
all outstanding Notes in proportion to their then-outstanding
principal balances.

In connection with the Loan Agreement, on June 23, 2014, the
Company entered into a Security Agreement with the Lenders
pursuant to which the Company granted to the Lenders a first-
priority security interest in substantially all of the Company's
assets as security for the prompt and complete payment and
performance of all of the Company's obligations under the Loan
Agreement, the Notes and the Security Agreement.  In the Loan
Agreement, the Lenders agreed that the 2013 Loans would be
subordinated in all respects, including in right of payment, to
the 2014 Loans.

                      New Board Chairman Named

The Company's Board of Directors elected Arthur S. Reynolds as
Chairman of the Board, to fill the vacancy created by the
resignation of the Company's former chief executive officer, James
F. Wood.  Mr. Reynolds will serve as a non-executive chairman and
will not assume any of Mr. Wood's responsibilities as chief
executive officer.  Mr. Reynolds has been a member of the
Company's Board of Directors since October 2008, serving as one of
the three directors elected by the holders of the Company's Common
Stock and Series A Convertible Preferred Stock (voting together as
a single class).  From Aug. 3, 2009, through Nov. 16, 2009, Mr.
Reynolds served as the Company's interim chief financial officer,
and except during that period, has been Chairman of the Audit
Committee of the Board of Directors.  Mr. Reynolds has been
designated by the Board of Directors as independent lead director.

On July 22, 2014, Joseph P. Bartlett resigned as a member of the
Company's Board of Directors.  Mr. Bartlett had been a member of
the Company's Board of Directors since May 2012.  He previously
served as a member of the Company's Board of Directors from
October 2009 until December 2009.  He has served as one of the
four directors elected by the holders of the Company's Series B
Convertible Preferred Stock, Series B-1 Convertible Preferred
Stock and Series C Convertible Preferred Stock (voting together as
a single class).  Mr. Bartlett served as a member of the Audit
Committee of the Company's Board of Directors and as a member of
the Board of Directors of the Company's subsidiary, CASTion
Corporation.  Mr. Bartlett's resignation was not due to a
disagreement with the Company's Board of Directors or our
management on any matter relating to the Company's operations,
policies or practices.

                   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


THOMPSON CREEK: Moody's Raises Corporate Family Rating to 'B3'
--------------------------------------------------------------
Moody's Investors Service upgraded Thompson Creek Metals Company
Inc.'s Corporate Family Rating (CFR) to B3 from Caa1, probability
of default rating to B3-PD from Caa1-PD, senior secured rating to
Ba3 from B1, and senior unsecured ratings to Caa1 from Caa2. The
company's speculative grade liquidity rating was affirmed at
SGL-3. Thompson Creek's rating outlook is stable.

Ratings Rationale

"The upgrade of Thompson Creek's CFR to B3 reflects a reduction in
its risks following several months of positive performance and
cash flow trends at its new Mt. Milligan copper-gold mine", said
Darren Kirk, Moody's Vice President and Senior Credit Officer. "We
have gained increased confidence that these trends will continue,
offsetting an expected reduction in cash flows from its Molybdenum
operations next year", added Kirk, noting that "the company's
liquidity serves as an adequate buffer against ongoing execution
risks".

Thompson Creek's B3 corporate family rating is driven by its
significant financial leverage, execution risks associated with
ramping up production at Mt. Milligan to design specifications and
Moody's expectation that the company's molybdenum operations will
be significantly curtailed in early 2015, leaving the company
almost entirely dependent on cash flows from the Mt. Milligan mine
to service its nearly $1 billion in adjusted debt. The rating is
supported by Thompson Creek's low political risks, Mt. Milligan's
long life and low costs and the company's adequate liquidity.

The company's liquidity rating is adequate (SGL-3), with $216
million in cash at Q2/14 compared to about $35 million in debt
maturities through 2015 and Moody's estimate that the company will
generate about $40 million of free cash flow in the second half of
2014 offset by a similar amount of free cash flow consumption in
2015 associated with potentially higher capital expenditures and
costs associated with the wind down of its Thompson Creek
molybdenum mine. Thompson Creek does not have a committed
revolving credit facility and has limited flexibility to sell
assets to augment its liquidity. Debt maturities however remain
relatively light until December 2017, when its US$350 million
secured notes mature.

The stable outlook reflects Moody's expectation that Mt. Milligan
will steadily ramp up towards design specifications by the end of
2015, supporting adjusted financial leverage around 6x and
adequate liquidity.

The company's ratings could be upgraded if Mt. Milligan continues
to ramp up as expected and Moody's expects Thompson Creek will
maintain adjusted Debt/EBITDA below 4.5x.

The company's ratings could be downgraded if Mt. Milligan
experiences operational challenges such that the company appears
likely to sustain adjusted Debt/EBITDA above 6.5x. The ratings
could also be downgraded if the company fails to maintain adequate
liquidity.

Rating Upgrade:

Corporate Family Rating, to B3 from Caa1

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

Multiple Seniority Shelf, to (P)Caa1 from (P)Caa2

$350 million senior secured notes due 2017, to Ba3 (LGD2) from
B1 (LGD2)

$350 million senior unsecured notes due 2018, to Caa1(LGD5) from
Caa2 (LGD5)

$200 million senior unsecured notes due 2019, to Caa1(LGD5) from
Caa2 (LGD5)

$2 million debt component of tangible common equity units, to
Caa1 (hyb) (LGD5) from Caa2 (hyb) (LGD5)

Ratings Affirmed:

Speculative Grade Liquidity Rating, SGL-3

Outlook:

Remains Stable

Thompson Creek Metals Company Inc., owns and operates Mount
Milligan, a copper-gold mine in Northern British Columbia, as well
as two open pit molybdenum mines and related processing centers in
the United States and Canada. Annual revenues through June 30,
2014 totaled $617 million. Thompson Creek is headquartered in
British Columbia, Canada with executive offices in Littleton,
Colorado.

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


THREE FORKS: Files Third Amendment to 2013 Annual Report
--------------------------------------------------------
Three Forks, Inc., filed with the U.S. Securities and Exchange
Commission a third amendment to its annual report on Form 10-K for
the year ended Dec. 31, 2013.  A copy of the Form 10-K/A is
available at http://is.gd/J9Urll

The Company reported a net loss of $1.53 million on $894,128 of
total revenues for the year ended Dec. 31, 2013, as compared with
a net loss of $981,287 on $nil of total revenues in 2012.

B F Borgers CPA PC expressed substantial doubt about the Company's
ability to continue as a going concern, citing the Company's
significant operating losses.

The Company's balance sheet at Dec. 31, 2013, showed $6.37 million
in total assets, $3.24 million in total liabilities, and
stockholders' equity of $3.13 million.

Three Forks, Inc., based in Broomfield, Colorado, is engaged in
the acquisition, exploration, development, and production of oil
and gas properties.  The Company currently has oil and gas
projects in Texas, Oklahoma, and Louisiana.


TRANS-LUX CORP: Carlisle Buys $1 Million Worth of Common Shares
---------------------------------------------------------------
Trans-Lux Corporation entered into a First Amendment to Securities
Purchase Agreement with Carlisle Investments Inc. amending the
Securities Purchase Agreement dated as of June 20, 2014, between
the parties pursuant to which Carlisle purchased 166,666 shares of
the Company's Common Stock for a purchase price of $1,000,000.
The Carlisle Amendment increased the number of Purchased Shares to
175,844 in order to compensate Carlisle for the interest which had
accrued on the note which had been converted to equity pursuant to
the Carlisle SPA.  Mr. Marco Elser, a director of the Company,
exercises voting and dispositive power as investment manager of
Carlisle.

Trans-Lux entered into a First Amendment to Securities Purchase
Agreement with George W. Schiele, amending the Securities Purchase
Agreement dated as of June 20, 2014, between the parties pursuant
to which Schiele purchased 33,333 shares of the Company's Common
Stock for a purchase price of $200,000.  The Schiele Amendment
added a cash payment obligation in favor of Schiele in the amount
of $876 in order to compensate Schiele for the interest which had
accrued on the note which had been converted to equity pursuant to
the Schiele SPA.  Schiele is the Chairman of the Board of
Directors of the Company.

The Company entered into a Securities Purchase Agreement with Alan
K. Greene pursuant to which Greene purchased 8,333 shares of the
Company's Common Stock for a purchase price of $50,000.  Greene is
a member of the Board of Directors of the Company.

The Company entered into a Securities Purchase Agreement with
Alberto Shaio pursuant to which Shaio purchased 8,333 shares of
the Company's Common Stock for a purchase price of $50,000.
Shaio is a member of the Board of Directors of the Company.

All the transactions took place on Aug. 27, 2014.

                    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.

The Company's balance sheet at June 30, 2014, showed $18.54
million in total assets, $16.47 million in total liabilities, and
a stockholders' equity of $2.07 million.

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.


TRIVASCULAR TECHNOLOGIES: Has $14.57-Mil. Loss in Second Quarter
----------------------------------------------------------------
Trivascular Technologies Inc. filed its quarterly report on Form
10-Q, disclosing a net loss of $14.57 million on $7.8 million of
revenue for the three months ended June 30, 2014, compared with a
net loss of $12.83 million on $4.83 million of revenue for the
same period last year.

"Since our inception, we have generated significant losses and
expect to continue to generate losses for the foreseeable future.
Our independent registered public accounting firm has expressed in
its auditors' report on our consolidated financial statements for
the year ended Dec. 31, 2013 a "going concern" opinion, meaning
that we have suffered recurring losses from operations and
negative cash flows from operations that raise substantial doubt
regarding our ability to continue as a going concern.  In January
2014, we entered into a term loan agreement with Century for an
aggregate amount of $6.0 million, $4.0 million of which we drew
down in January 2014 and the remaining $2.0 million of which we
drew down in March 2014. In April 2014, we completed our IPO of
7,475,000 shares of common stock, which included the exercise in
full by the underwriters in the offering of their option to
purchase 975,000 additional shares of common stock, at an offering
price of $12.00 per share. We received net proceeds of
approximately $81.1 million, after deducting underwriting
discounts and commissions and offering expenses. At June 30, 2014,
we had $95.7 million in cash and cash equivalents," the company
said in the regulatory filing.

"We believe that our available cash will be sufficient to satisfy
our liquidity requirements for at least the next 18 months. We
have utilized, and may continue to utilize, debt arrangements with
debt providers and financial institutions to finance our
operations. Factors such as interest rates and available cash will
impact our decision to continue to utilize debt arrangements as a
source of cash."

The Company's balance sheet at June 30, 2014, showed
$122.8 million in total assets, $56.8 million in total
liabilities, and total stockholders' equity of $65.93 million.

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

                       http://is.gd/38IiwI

TriVascular Technologies Inc., a medical device company, develops
and commercializes technologies to advance minimally invasive
treatment of abdominal aortic aneurysms (AAA).  The company offers
ovation system, a stent graft platform for the treatment of AAA
through minimally invasive endovascular aortic repair.  It is also
developing a short-cure fill polymer to reduce the time required
for the polymer to solidify; next generation iliac limbs; ovation
alto system, a next generation aortic body; and other platform
applications.  The company markets and sells its products through
direct sales organizations in the United States, Germany, and the
United Kingdom, as well as through distributors in other markets.
TriVascular Technologies, Inc. was incorporated in 2007 and is
headquartered in Santa Rosa, California.


TRULAND GROUP: Trustee Has More Time, Money to Probe Shutdown
-------------------------------------------------------------
Daniel J. Sernovitz, writing for Washington Business Journal,
reported that Klinette Kindred, the trustee overseeing Truland
Group Inc.'s bankruptcy plans to launch an investigation into what
led to the Reston-based electrical contractor's sudden shutdown
and Chapter 7 filing.  According to the report, the trustee's
lawyer, Jason Gold of Wiley Rein LLP, said that "if appropriate,
litigation will be brought against potentially culpable parties."

Truland Group Inc. designs and installs electrical infrastructure.
The entities sought Chapter 7 protection after halting operations,
according to a report by Daily Bankruptcy Review.  The lead
voluntary Chapter 7 case is In re The Truland Group Inc.,
14-bk-12766, U.S. Bankruptcy Court, Eastern District of Virginia
(Alexandria).


ULTRA PETROLEUM: S&P Assigns BB Rating on $700MM Sr. Unsec. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating to U.S.-based oil and gas exploration and production
company Ultra Petroleum Corp.'s proposed $700 million senior
unsecured notes due 2024.  The recovery rating on this debt is
'3', indicating S&P's expectation of meaningful (50% to 70%)
recovery to creditors in the event of a payment default.

Proceeds will be used to partly fund the recently announced
acquisition of producing properties in Wyoming from an affiliate
of Royal Dutch Shell plc.

S&P's 'BB' corporate credit rating on Ultra Petroleum reflects its
view of the company's "satisfactory" business risk and
"aggressive" financial risk profiles.  The outlook is stable,
reflecting S&P's expectation that the company will reduce leverage
to levels more appropriate for the rating over the next 12 months.

Ratings List

Ultra Petroleum Corp.
Corporate Credit Rating                       BB/Stable/--

New Rating

Ultra Petroleum Corp.
$700 mil sr unsecd nts due 2024               BB
  Recovery Rating                              3


UNIVERSAL COOPERATIVES: Seeks Extension of Plan Filing Period
-------------------------------------------------------------
Universal Cooperatives, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to extend until Dec. 8, 2014,
the period by which they have exclusive right to file a plan and
until Feb. 5, 2015, the period by which they have exclusive right
to solicit acceptances of that plan.

If not extended, the Debtors' plan filing period and solicitation
period will expire on Sept. 8 and Nov. 7, respectively.

The Debtors said they need the additional time to be able to
negotiate and finalize a plan of liquidation.  They need to close
the sale of their assets and conclude the wind down of their
foreign affairs before considering how, and under what terms, they
will formulate a Chapter 11 plan for their bankruptcy cases.  The
proceeds from the sale of their assets will constitute a material
source of distributions under the plan, the Debtors added.

A hearing to consider approval of the request is scheduled for
Sept. 23, 2014, at 11:30 a.m. (ET).  Objections are due Sept. 16.

                   About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members to procure, and/or manufacture, and distribute high
quality products at competitive prices. Universal has 14 voting
members and over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-
11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection Alliance, LLC; Agrilon International, LLC; and Pavalon,
Inc.  UCI do Brasil, a majority-owned subsidiary located in
Brazil, is not a debtor in the Chapter 11 cases

The cases are assigned to Judge Mary F. Walrath.

Universal estimated $1 million to $10 million in assets and $10
million to $50 million in debt.  Heritage estimated less than $10
million in assets and debt.

The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady,
Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq.,
Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley
& Lardner LLP, as counsel; The Keystone Group, as financial
advisor and Prime Clerk as notice and claims agent.

Bank of America, N.A., as agent for the DIP Lenders, is
represented by Daniel J. McGuire, Edward Kosmowski, Esq., and
Gregory M. Gartland, Esq., at Winston & Strawn, LLP.

The United States Trustee for Region 3 has appointed seven members
to the Official Committee of Unsecured Creditors, which is
represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and
Timothy R. Wheeler, Esq., at LOWENSTEIN SANDLER LLP, in Roseland,
New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien,
Esq., at VENABLE LLP, in Wilmington, Delaware.


USEC INC: Filed Consolidated Supplement Under Reorganization Plan
-----------------------------------------------------------------
USEC Inc. has filed with the U.S. Bankruptcy Court for the
District of Delaware a consolidated plan supplement pursuant to
Section 5.15 of the Plan of Reorganization of USEC Inc., dated
July 11, 2014.

The Consolidated Plan Supplement includes these additional
documents:

   * Notice of Proposed Name Change for the Reorganized Debtor;

   * Identification of Members of the New Board;

   * Exit Facility;

   * New USEC Governing Documents;

   * New Indenture (Including the Limited Subsidiary Guaranty);

   * Subsidiary Security Agreement and Intercreditor Agreement;

   * New Management Incentive Plan; and

   * Supplementary Strategic Relationship Agreement.

A copy of the Consolidated Plan Supplement is available for free
at: http://bankrupt.com/misc/USECInc_PlanSuppl_08042014.pdf

                         About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Hon. Christopher
S. Sontchi presides over the case.

D. J. Baker, Esq., Rosalie Walker Gray, Esq., Adam S. Ravin, Esq.,
and Annemarie V. Reilly, Esq., at Latham & Watkins LLP, serve as
the Debtor's general counsel.  Amanda R. Steele, Esq., Mark D.
Collins, Esq., and Michael J. Merchant, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtor's Delaware counsel.  Vinson &
Elkins is the Debtor's special counsel.  Lazard Freres & Co. LLC
acts as the Debtor's investment banker.  AP Services, LLC,
provides management services to the Debtor.  Logan & Company Inc.
serves as the Debtor's claims and noticing agent.  Deloitte Tax
LLP are the Debtor's tax professionals.  The Debtor's independent
auditor is PricewaterhouseCoopers LLP.  KPMG LLP provides fresh
start accounting services to the Debtors.

                          *     *     *

The Court approved the disclosure statement explaining USEC Inc.'s
plan of reorganization on July 7, 2014.  The Confirmation Hearing
is scheduled for Sept. 5, 2014, at 1:00 p.m. (Eastern time).  The
Plan Objection Deadline was Aug. 22, and the deadline for filing
a reply to objections to confirmation of the Plan, if any, was
Sept. 2.


USEC INC: Wants AP Services to Help in Assessment of IT Systems
---------------------------------------------------------------
USEC Inc. asks the U.S. Bankruptcy Court for the District of
Delaware to modify the interim management services to be performed
by AP Services, LLC, to include certain information technology
services that the Debtor has requested in its transition efforts.

The Debtor was previously authorized by the Court to employ AP
Services to provide Interim Management Services and John R.
Castellano to serve as Chief Restructuring Officer to the Debtor.

In the time since the Debtor filed its Application, the Debtor has
developed a transition plan for its post-reorganization operating
structure, Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware -- collins@rlf.com -- tells the
Court.  As a result, he notes, the Debtor has identified that an
assessment of its information technology systems and organization
will help facilitate its transition to support evolving long-term
operations.  The Debtor has requested an expansion of the current
tasks and objectives of APS to assist in this assessment.

In this capacity, APS will be able to assist the Debtor in
performing these tasks to meet the overall objective:

   * Data Gathering -- Determine IT requirements to support
     business, both current state and future state, including
     regulatory and security constraints;

   * Option Development -- Identify avenues for future state of
     IT organization and supporting systems, including aspects
     including timing, difficulty, cost and resource needs;

   * Plan Preparation -- Support Company management in option
     selection and successful adoption by business/IT owners; and

   * Detailed IT Transition Plan and Ongoing Facilitation --
     Assist management with creation of detailed transition plan
     from current state to selected future state, including
     tasks, timing and resource requirements.

USEC Inc. and APS have amended the Engagement Letter to include an
addendum that incorporates the additional functions.  The Debtor
requests approval to compensate APS for payment of the services
and reimbursement of reasonable expenses from August 11, 2014.
APS' standard hourly rates set forth in the Amended Engagement
Letter will apply.

                         About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Hon. Christopher
S. Sontchi presides over the case.

D. J. Baker, Esq., Rosalie Walker Gray, Esq., Adam S. Ravin, Esq.,
and Annemarie V. Reilly, Esq., at Latham & Watkins LLP, serve as
the Debtor's general counsel.  Amanda R. Steele, Esq., Mark D.
Collins, Esq., and Michael J. Merchant, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtor's Delaware counsel.  Vinson &
Elkins is the Debtor's special counsel.  Lazard Freres & Co. LLC
acts as the Debtor's investment banker.  AP Services, LLC,
provides management services to the Debtor.  Logan & Company Inc.
serves as the Debtor's claims and noticing agent.  Deloitte Tax
LLP are the Debtor's tax professionals.  The Debtor's independent
auditor is PricewaterhouseCoopers LLP.  KPMG LLP provides fresh
start accounting services to the Debtors.

                          *     *     *

The Court approved the disclosure statement explaining USEC Inc.'s
plan of reorganization on July 7, 2014.  The Confirmation Hearing
is scheduled for Sept. 5, 2014, at 1:00 p.m. (Eastern time).  The
Plan Objection Deadline was Aug. 22, and the deadline for filing
a reply to objections to confirmation of the Plan, if any, was
Sept. 2.


VARIANT HOLDING: Employs Pachulski Stang as Bankruptcy Counsel
--------------------------------------------------------------
Variant Holding Company, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Pachulski
Stang Ziehl & Jones LLP as counsel.

The professional services that PSZ&J will provide include the
following:

   (a) providing legal advice with respect to the Debtor's powers
       and duties as debtor-in-possession in the continued
       operation of its business and management of its property;

   (b) preparing on behalf of the Debtor any necessary
       applications, motions, answers, orders, reports and other
       legal papers;

   (c) appearing in Court on behalf of the Debtor;

   (d) preparing and pursuing confirmation of a plan and approval
       of a disclosure statement; and

   (e) performing other legal services for the Debtor that may be
       necessary and proper in the Chapter 11 proceedings.

The principal attorneys and paralegals presently designated to
represent the Debtor and their current standard hourly rates are:

      Richard M. Pachulski, Esq.          $1,050
      Maxim B. Litvak, Esq.                 $775
      Peter J. Keane, Esq.                  $475
      Lynzy L. McGee                        $295

PSZ&J will also be reimbursed for all other expenses incurred in
connection with the client's cases.

PSZ&J has received payments from the Debtor during the year prior
to the Petition Date in the amount of $300,000, including the
Debtor's aggregate filing fees for the case, in connection with
its prepetition representation of the Debtor.

The firm assures the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.

                      About Variant Holding

Variant Holding Company, LLC, commenced bankruptcy proceedings
under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No.
14-12021) on Aug. 28, 2014, without stating a reason.

Tucson, Arizona-based Variant Holding estimated $100 million to
$500 million in assets and less than $100 million in debt.

The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, as counsel.

Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding
Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP,
signed the resolution authorizing the bankruptcy filing.


VARIANT HOLDING: Taps Bradley Sharp of DSI as CRO
-------------------------------------------------
Variant Holding Company, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Delaware to employ
Development Specialists, Inc., to provide Bradley D. Sharp as the
Debtor's chief restructuring officer and additional personnel to
provide financial advisory and restructuring-related services.

Mr. Sharp as CRO and the Additional Personnel are charged with
assisting the Debtor with its various operational, administrative
and financial needs arising in connection with the Chapter 11
case.  More specifically, the anticipated services include the
following:

   (a) As CRO, Mr. Sharp will assume control of the Debtor's
       direct and indirect assets, including the day-to-day
       control of the ongoing efforts of the Debtor's affiliates
       to market and sell their assets.  Mr. Sharp will report to
       the Bankruptcy Court, as well as comply with the Debtor's
       corporate governance requirements;

   (b) implementing and prosecuting the Chapter 11 case,
       including, but not limited to, disposition of assets,
       negotiations with creditors, reconciliation of claims and
       confirmation of a plan; and

   (c) providing other services including:

       (i) assisting the Debtor in the preparation of financial
           disclosures required by the Court, including the
           Schedules of Assets and Liabilities, the Statements of
           Financial Affairs, and Monthly Operating Reports;

      (ii) advising and assisting the Debtor, the Debtor's legal
           counsel and other professionals in responding to third
           party due diligence requests, including with respect to
           potential sales of the Debtor's assets;

     (iii) attending meetings and assisting in communications with
           parties-in-interest in the case and their
           professionals, including the Debtor's secured lenders,
           any official committees, and the U.S. Trustee;

      (iv) providing litigation advisory services with respect to
           accounting matters, along with expert witness testimony
           on case-related issues; and

       (v) rendering other general business consulting or other
           assistance as the Debtor's counsel may deem necessary
           and which are consistent with the role of a financial
           advisor and not duplicative of services provided by
           other professionals in the case.

The hourly rates for Mr. Sharp and the Additional Personnel are as
follows:

      Bradley D. Sharp                $570
      R. Brian Calvert                $570
      Eric J. Held                    $425
      Matthew P. Sorenson             $330
      Shelly L. Cuff                  $250

In addition to the fees, DSI will bill the Debtor for
reimbursement of reasonable costs and expenses incurred on the
Debtor's behalf during the engagement.

DSI assures the Court that it is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

                      About Variant Holding

Variant Holding Company, LLC, commenced bankruptcy proceedings
under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No.
14-12021) on Aug. 28, 2014, without stating a reason.

Tucson, Arizona-based Variant Holding estimated $100 million to
$500 million in assets and less than $100 million in debt.

The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, as counsel.

Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding
Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP,
signed the resolution authorizing the bankruptcy filing.


VCA ANTECH: Moody's Withdraws 'Ba2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of VCA Antech,
Inc., including the instrument ratings for the credit facilities
issued by Vicar Operating, Inc., a wholly-owned subsidiary of VCA.
This rating action follows the repayment of its senior secured
credit facilities due August 2016 with the refinancing proceeds
from new credit facilities which are not rated by Moody's. The
ratings have been withdrawn given that the issuer has no rated
debt outstanding.

The following ratings and LGD assessments were withdrawn:

VCA Antech, Inc.:

Ba2 Corporate Family Rating

Ba3-PD Probability of Default Rating

SGL-1 Speculative Grade Liquidity Rating

Vicar Operating Inc.:

Ba2 (LGD2) rating on senior secured revolving credit facility due
August 2016, rating withdrawn on August 27, 2014

Ba2 (LGD2) rating on senior secured term loans due August 2016,
rating withdrawn on August 27, 2014

The rating outlook changed to Withdrawn from Stable

Ratings Rationale

VCA Antech, Inc. (Nasdaq: WOOF), headquartered in Los Angeles,
California, is a leading animal healthcare company. As of June 30,
2014, the company operated 612 animal hospitals and 59 veterinary
laboratories in the United States and Canada. VCA provides
veterinary services and diagnostic testing to support veterinary
care and sells diagnostic imaging equipment and other medical
technology products and related services to the veterinary market.
Revenues for the twelve months ended June 30, 2014 were
approximately $1.8 billion.


VERITEQ CORP: Authorized Common Shares Hiked to 500 Million
-----------------------------------------------------------
VeriTeQ Corporation filed an Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware
effecting an increase in the number of shares of the Company's
authorized common stock, par value $0.01 per share, from
50,000,000 shares to 500,000,000 shares and a reduction in the par
value of its preferred stock from $10.00 per share to $0.01 per
share.  A copy of the Amended and Restated Certificate of
Incorporation is available for free at http://is.gd/RFEycC

                           About VeriTeQ

VeriTeQ (formerly known as Digital Angel Corporation) develops
innovative, proprietary RFID technologies for implantable medical
device identification, and dosimeter technologies for use in
radiation therapy treatment.  VeriTeQ offers the world's first FDA
cleared RFID microchip technology that can be used to identify
implantable medical devices, in vivo, on demand, at the point of
care.  VeriTeQ's dosimeters provide patient safety mechanisms
while measuring and recording the dose of radiation delivered to a
patient in real time.  For more information on VeriTeQ, please
visit www.veriteqcorp.com .

Veriteq Corporation reported a net loss of $15.07 million on
$18,000 of sales for the year ended Dec. 31, 2013, as compared
with a net loss of $1.60 million on $0 of sales for the year ended
Dec. 31, 2012.  As of June 30, 2014, the Company had $7.04 million
in total assets, $14.16 million in total liabilities and a $7.12
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.


VESTCOM INT'L: Moody's Assigns B2 CFR & Rates 1st Lien Debt B1
--------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Vestcom International, Inc., a B1 to its proposed first lien
credit facility, and a Caa1 to its proposed second lien term loan.
The company expects to use proceeds from the transaction,
consisting of a $25 million first lien revolver (undrawn at
close), a $215 million first lien term loan, and a $95 million
second lien term loan, primarily to fund repayment of existing
debt and an approximately $95 million dividend to its
shareholders.

The outlook is stable, and a summary of the action follows.

Vestcom International, Inc.

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Secured First Lien Credit Facility, Assigned B1, LGD3

Secured Second Lien Credit Facility, Assigned Caa1, LGD5

Outlook, Stable

Ratings Rationale

The transaction would increase leverage to 5.5 times debt-to-
EBITDA from 4 times (based on trailing twelve months results
through June 30), and the return of cash, which slightly exceeds
cash invested by the current sponsor, comes less than two years
after Court Square Capital Partners acquired Vestcom in December
2012. However, Moody's anticipates Vestcom will continue to
generate positive free cash flow, even with incremental growth
oriented investment in the latter half of 2014, and believes
leverage will fall to around 5 times or better over the next 18
months. The track record of free cash flow and demonstrated
capacity to lower leverage support the rating. The rating is
weakly positioned, and if market conditions result in pricing
materially worse than Moody's expectations, it could have negative
ratings implications.

Vestcom's B2 CFR incorporates its high leverage, estimated at
approximately 5.5 times debt-to-EBITDA pro forma for the proposed
transaction. Its lack of scale and the customer concentration
amplify the risk of this weak credit profile, although the company
holds the leading position in its niche. Also, Moody's considers
the core Vestcom business defensible, with minimal economic
cyclicality. Multi-year contracts lend stability and
predictability to a significant portion of the revenue stream,
with risk associated primarily with the success of new product
launches and the timing of revenue as customers convert from the
testing phase to implementation. Expectations for continuation of
the company's track record of positive free cash flow also support
the rating, but the private equity ownership elevates event risk
related to sponsor distributions or acquisitions.

The stable outlook incorporates expectations for the combination
of EBITDA growth and debt reduction to result in leverage falling
to around 5 times debt-to-EBITDA over the next 18 months. The
stable outlook also assumes Vestcom sustains or improves its
EBITDA margin, generates free cash flow to debt of about 5%, and
maintains an adequate liquidity profile.

Inability to reduce leverage or any material use of cash outside
of debt reduction prior to leverage falling to the mid 4 times
range would likely result in a downgrade. Erosion of the liquidity
profile, inability to generate free cash flow in the low single
digits as a percent of debt, or the loss of a significant client
that prevented the company from achieving EBITDA growth could also
have negative ratings implications.

The high leverage, lack of scale, and sponsor ownership constrain
the rating. An upgrade is highly unlikely absent a transformative
event that expanded the company's scale or a material improvement
in the company's credit profile such that Moody's expected
sustained leverage around 3 times debt-to-EBITDA and sustained
free cash flow approaching 10% of debt.

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

Vestcom provides shelf-edge communications and specialized
marketing services to the retail industry. It maintains
headquarters in Little Rock, Arkansas. Court Square Capital
Partners acquired the company from the Stephens Group and Lake
Capital in December 2012.


VIVARO CORP: Creditors Committee May Prosecute Claims vs. Estates
-----------------------------------------------------------------
Vivaro Corporation and its debtor-affiliates entered into a
stipulation and agreed order with the Official Committee of
Unsecured Creditors granting the Creditors Committee's motion for
authority and standing to assert, prosecute, and settle certain
claims of the Debtors' bankruptcy estates.

Judge Martin Glenn of the U.S. District Court for the Southern
District of New York approved the stipulation.

In its motion, the Creditors Committee sought standing to
prosecute and potentially settle claims against three different
groups of defendants:

   (1) Baldwin Enterprises, Inc., BEI Prepaid LLC, and Leucadia
       National Corporation, et al., related to the Acquisition
       Transfers and Fraudulent Conveyance Transfers;

   (2) the Debtors' current and former directors and officers,
       including Gustavo M. de la Garza Ortega, the Chairman of
       Vivaro Corporation's Board of Directors and its ultimate
       owner; and

   (3) a series of preference claims against the Debtors'
       insiders.

Prior to the approval of the motion, certain parties jointly filed
their objection -- Marcatel Com, S.A. de C.V., Gusma Properties,
LP, Guma Investment, LP, Progress International, LLC, Unifica
Contact Media S.A. de C.V. and Gustavo M. de la Garza-Ortega,
Gustavo M. de la Garza Flores, and Roberto Margain.  The Objecting
Parties alleged that Creditors Committee seems determined to add
another layer of administrative expense to the bankruptcy cases by
engaging in expensive, uncertain and risky litigation against the
Objecting Parties.

                       About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

A five-member official committee of unsecured creditors has been
appointed in the case.  The Creditors Committee is represented by:

     George P. Angelich, Esq.
     George V. Utlik, Esq.
     ARENT FOX LLP
     1675 Broadway
     New York, NY 10019
     Tel: (212) 484-3900

The Debtors' CRO is represented by:

     Phil Gund, Esq.
     MAROTTA GUND BUDD & DZERA, LLC
     The Lincoln Building
     60 E. 42 Street, 50th Floor
     New York, NY 10165
     Tel: (212) 818-1555

By Order dated January 31, 2013, the Court approved the sale of
substantially all of the Debtors' assets to Next Angel, LLC, n/k/a
Angel Americas, LLC.  The sale closed on February 8, 2013 and
divested the Debtors' Estates of their prepetition businesses.


WALKER LAND: Seeks Court Approval to Modify Cash Collateral Budget
------------------------------------------------------------------
Walker Land & Cattle Inc. requests approval from the U.S.
Bankruptcy Court for the District of Idaho of the proposed
stipulated Order (i) approving the reallocation of budgeted repair
dollars to equipment purchased in the ordinary course of business,
and (ii) granting a replacement lien in the new equipment.

The Debtor tells the Court that it has reviewed this proposed
modification with Wells Fargo, the senior lienholder with an
interest in cash collateral and the subject equipment, as well as
with Rabo Bank, the U.S. Trustee and counsel for the Unsecured
Creditors Committee, all of whom have agreed to the relief
requested.

Specifically, the Debtor is requesting that its approved cash
collateral budget, specifically the "repair and maintenance" and
"rent" line items be modified to allow the Debtor to purchase
replacement harvest equipment in lieu of equipment repairs and
rental. The proposed budget reallocation is summarized as follows:

Potato Eliminator
-----------------
Budgeted Repair Costs on Existing Eliminator        $30,000

Pre-owned Eliminator Purchase Price                 $45,000
Trade-In Value on Existing Eliminator              ($15,000)
Net Cost of Pre-owned Eliminator                    $30,000
Net Difference to Budget                            None

Potato Harvesters
-----------------
Budgeted Repair Costs on Existing Double L          $47,000
Potato Harvesters (2)

Pre-owned Potato Harvesters (2) Purchase Price      $50,000
Scrap Value on Existing Potato Harvesters (2)       ($3,000)
Net Cost of Pre-owned Potato Harvesters (2)         $47,000
Net Difference to Budget                            None

Steam Cleaner
-------------
Budgeted Rental Cost for 2014 Harvest               $20,000
Purchase Price for Steam Cleaner                    $16,000
Budget Savings                                      $4,000

The Debtor says the new equipment purchases in the ordinary
course of business would be in lieu of the repairs previously
contemplated in the Debtor's approved budget for the eliminator
and harvesters with an approximate repair cost of $77,000 and for
the steam cleaners, a projected rental cost of $20,000.  The
Debtor notes it would trade in the existing eliminator in need of
repair with an estimated trade in value of $15,000, and the two
existing Double L Potato Harvesters with an estimated combined
scrap value of $3,000.

A full-text copy of the cash projection and budget is available
for free at http://is.gd/2ruoYR

                About Walker Land & Cattle, LLC

Walker Land & Cattle, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Idaho Case No. 13-41437) on
Nov. 15, 2013.  The case is assigned to Judge Jim D. Pappas.

The petition was signed by Roland N. (Rollie) Walker, manager.

The Debtor's counsel is Robert J Maynes, Esq., at Maynes taggart,
PLLC, in Idaho Falls, Idaho.

The Debtor reported $72,688,397 in total assets and $46,346,375 in
total liabilities.

The U.S. Trustee for Region 18 has appointed an official committee
of unsecured creditors in the case.  The Committee is represented
by Bruce K. Medeiros, Esq., and Barry W. Davidson, Esq., at
Davidson Backman Medeiros PLLC, in Spokane, Washington.

Secured creditor, Wells Fargo Bank, is represented by Larry E.
Prince, Esq., and Kirk S. Cheney, Esq., at Holland & Hart LLP, in
Boise, Idaho.


WAND INTERMEDIATE: S&P Assigns 'B' CCR; Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Wand Intermediate I L.P.  The outlook is stable.
Collision Acquisition Holding Co. Inc., a subsidiary of Wand, is
the co-borrower of the debt.

At the same time, S&P assigned its 'B+' issue-level and '2'
recovery ratings to the company's $345 million first-lien credit
facilities, which comprise a $70 million revolver and $275 million
first-lien term loan.  The '2' recovery rating indicates S&P's
expectation for substantial recovery (70%-90%) for the lenders in
the event of a payment default.

S&P also assigned its 'CCC+' issue-level and '6' recovery ratings
to the company's $130 million second-lien term loan.  The '6'
recovery rating indicates S&P's expectation for negligible
recovery (0%-10%) for the lenders in the event of a payment
default.

Wand is an operator of light vehicle collision repair shops in the
U.S.  The company's economically resilient business model is
mitigated by its aggressive expansion strategy, which entails
integration risk (reflecting consolidation in the market) and its
narrow scope, scale, and diversity (the company conducts business
only in certain locales in the U.S. and it consists only of
collision repair).

"The stable outlook reflects our view that Wand will continue to
operate at the recent gross margin level of about 43%, allowing
the company to maintain credit metrics appropriate for the rating,
generate a small amount of positive FOCF, and maintain sufficient
liquidity despite its business strategy of growth through
acquisitions," said Standard & Poor's credit analyst Nancy Messer.

S&P could lower the rating within the next 12 months if the
company's operating prospects reverse, potentially due to
integration risks associated with its strategy of growth through
acquisitions.  A downgrade could also be triggered if the company
is not able to generate positive free cash flow consistently for
multiple quarters, adversely affecting liquidity, or if its debt
leverage increases from the already high existing level on account
of another debt funded acquisition.

While unlikely, S&P could raise the rating if the company
continues to improve its operating performance and reduces debt
rapidly, and S&P believes that it will continue to operate at
leverage levels consistent with its expectations for a higher
rating.  S&P would also have to conclude that Wand's owners were
more financially conservative and disciplined than other equity
sponsors, demonstrated by sustained lower leverage at Wand and
other portfolio holdings.


WILLIAM M. FOSTER: Wilmington Plantation Appeal Tossed
------------------------------------------------------
District Judge Dudley H. Bowen, Jr., rejects an appeal filed by
Wilmington Plantation LLC from the Bankruptcy Court order
sustaining debtor William M. Foster, Jr.'s objection to its proof
of claim for $21,138,884.

The Bankruptcy Court denied cross motions for summary judgment and
held a trial on the merits of Foster's defenses to Wilmington's
claim.  The Bankruptcy Court concluded that Wilmington's claim was
barred on the bases of res judicata and judicial estoppel.

Wilmington seeks reversal of the Bankruptcy Court's Order and
remand with instruction to allow its claim, subject to a
determination of damages.

The parties' dispute arose from Foster's sale of certain nine
building pads at the former Oglethorpe Hotel, which Foster
acquired in 1998.  Foster had developed the property into a 265-
unit condominium, of which 45 units would be located within the
old hotel and an additional 220 units would be located in nine to-
be built mid-rise buildings.

The case is, WILMINGTON PLANTATION, LLC, Appellant, v. WILLIAM M.
FOSTER, JR., Appellee (S.D. Ga.).  A copy of the District Court's
August 27, 2014 Order is available at http://is.gd/jhINfvfrom
Leagle.com.

William M. Foster, Jr., filed for chapter 11 bankruptcy relief
(Bankr. S.D. Ga. Case No. 11-30021) on Jan. 19, 2011.


WPCS INTERNATIONAL: Chord Managing Partner Named New CFO
--------------------------------------------------------
David Horin, CPA, has been appointed as WPCS International
Incorporated's new chief financial officer, effective Sept. 1,
2014, according to a regulatory filing with the U.S. Securities
and Exchange Commission.  Joseph Heater resigned as chief
financial officer of WPCS International effective Aug. 31, 2014.

Effective September 1, the Company entered into an agreement with
Chord Advisors, LLC, pursuant to which Chord will provide the
Company with comprehensive outsourced accounting solutions.  The
Company will pay Chord $13,000 per month.  The Agreement may be
terminated immediately by either party.  Mr. Horin is a managing
partner of Chord and will not receive any other compensation for
serving as the Company's chief financial officer except for the
payments to Chord pursuant to the Agreement.

Sebastian Giordano, interim CEO of WPCS, stated, "We are very
excited to welcome David as our new CFO.  Given his comprehensive
financial and business experience in the public markets for small-
cap companies, he will be an invaluable addition to our management
team.  Our staff has worked diligently to ensure a seamless and
smooth transition.  I am looking forward to working with Dave, as
we continue to execute on our restructuring initiatives and create
new growth opportunities for the Company."

David Horin commented, "I am delighted to be joining WPCS and look
forward to continuing to maintain the highest standard of
financial controls at the Company.  I am confident my financial
leadership and management expertise will contribute to the
business initiatives that are underway, help drive future growth
and create significant shareholder value."

Mr. Giordano added, "The Company and the Board of Directors
extends its sincere appreciation to Mr. Joe Heater for his
excellent performance and dedication as CFO for the last 11 years.
Joe has been a tremendous help to me and an integral part of our
successful restructuring efforts to date.  We wish him continued
success."

From 2008 to June 2012, Mr. Horin was the chief financial officer
of Rodman & Renshaw Capital Group, Inc., a full-service investment
bank dedicated to providing corporate finance, strategic advisory,
sales and trading and related services to public and private
companies across multiple sectors and regions.  Mr. Horin has a
Bachelor of Science degree in Accounting from Baruch College, City
University of New York.

              About WPCS International Incorporated

WPCS -- http://www.wpcs.com-- operates in two business segments
including: (1) providing communications infrastructure contracting
services to the public services, healthcare, energy and corporate
enterprise markets worldwide; and (2) developing a Bitcoin trading
platform.

As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP
as its new independent registered public accounting firm.
CohnReznick LLP resigned on Dec. 20, 2013.

WPCS International incurred a net loss attributable to common
shareholders of $11.16 million for the year ended April 30, 2014,
as compared with a net loss attributable to common shareholders of
$6.91 million for the year ended April 30, 2013.  As of April 30,
2014, the Company had $22.02 million in total assets, $16.05
million in total liabilities and $5.96 million in total equity.

Marcum LLP, in New York, NY, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2014.  The independent auditing firm
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


WPX ENERGY: Moody's Assigns Ba1 Rating on $550MM Senior Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to WPX Energy,
Inc.'s proposed offering of $500 million senior notes due 2024.
The net proceeds from the offering will be used to repay
borrowings under the company's revolving credit facility.

"This senior notes offering will refinance WPX's revolver
borrowings on a long-term basis, enhancing the company's
liquidity," commented Pete Speer, Moody's Senior Vice President.
"Although WPX's debt levels are increasing, Moody's expect the
company's leverage metrics to remain within levels that support
its Ba1 ratings as it boosts high value oil production volumes."

Assignments:

Issuer: WPX Energy, Inc.

Senior Unsecured Regular Bond/Debenture (Local Currency),
Assigned Ba1 (LGD4)

Ratings Rationale

The Ba1 rating assigned to the new senior notes is based upon
WPX's Ba1 Corporate Family Rating (CFR) and the company's capital
structure remaining comprised solely of unsecured debt. WPX has a
$1.5 billion committed revolving credit facility and will have $2
billion of senior notes outstanding, including the proposed
offering. Both the credit facility and senior notes are unsecured
and have no subsidiary guarantees. The company had $515 million of
borrowings outstanding on the revolver as of September 2, 2014,
and therefore the facility will be largely undrawn following the
notes offering.

WPX's Ba1 CFR is supported by its large proved reserve and
production scale and low financial leverage relative to similarly
rated peers. The rating is restrained by WPX's limited geographic
diversification and concentration in natural gas which makes its
cash margins weak compared to its peers. The company is increasing
its oil production volumes and diversification through the
development of its Bakken and San Juan Gallup properties.

The capital intensive transition towards oil has resulted in
rising debt levels to fund capital investments in excess of cash
flows, periodically offset through asset sales proceeds. Moody's
expects debt levels to continue to increase, resulting in
increasing leverage on production volumes and proved developed
(PD) reserves through 2015, albeit from low levels relative to
peers. The stable rating outlook is based on Moody's expectation
that cash margins and corresponding cash flows will increase
faster than debt, resulting in higher cash flow coverage of debt
(retained cash flow/debt) over the remainder of 2014 and 2015.

At June 30, 2014, WPX's debt/average daily production, debt/PD and
retained cash flow (RCF/debt) was about $9,200/boe, $4/boe and
39%, respectively. If WPX were to significantly increase its
leverage metrics through debt funded acquisitions, a more
aggressive capital spending plan or share repurchases, the ratings
could be downgraded. Debt/average daily production and debt/PD
over $18,000/boe and $8/boe, or RCF/debt sustained below 30% could
pressure the ratings.

In order for the ratings to be upgraded to Baa3, WPX will have to
achieve meaningful production and reserves diversification while
increasing its cash margins and reducing its finding and
development costs to generate more competitive returns. The
company currently has a leveraged full-cycle ratio of 1x and that
would have to increase to the 1.5 to 2x range on a sustainable
basis to be considered for an upgrade. In addition, RCF/debt would
have to be sustained above 50% while debt/average daily production
and debt/PD are kept under $15,000/boe and $6/boe, respectively.

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.

WPX Energy, Inc. is an independent exploration and production
company based in Tulsa, Oklahoma.


WPX ENERGY: S&P Assigns 'BB+' Rating on New $500MM Unsec. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating (the same as the corporate credit rating) and '3' recovery
rating to Tulsa, Okla.-based exploration and production (E&P)
company WPX Energy Inc.'s proposed $500 million senior unsecured
notes due 2024.  The '3' recovery rating indicates S&P's
expectation of meaningful (50% to 70%) recovery in the event of a
payment default.  Under S&P's methodology, recovery expectations
under its default scenario are at the low end of the range for its
'3' recovery rating.

The company plans to use the net proceeds from the proposed notes
to repay borrowings under its credit facility.

The ratings on WPX Energy Inc. reflect S&P's view of the company's
"fair" business risk, "satisfactory" financial risk, and
"adequate" liquidity.  The ratings incorporate the company's below
average profitability relative to rated E&P peers.  S&P expects
that profitability will remain weak unless the company can
continue to meaningfully improve its crude production.  The
ratings also reflect WPX's healthy reserve and production size
compared with similarly rated peers.

RATINGS LIST

WPX Energy Inc.
Corporate credit rating                        BB+/Negative/--

New ratings
WPX Energy Inc.
  $500 mil proposed sr usecd notes due 2024     BB+
   Recovery rating                              3


ZODIAC POOL SOLUTIONS: Court Recognizes Chapter 15 Case
-------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware issued an order granting recognition of the
foreign proceeding of Zodiac Pool Solutions SAS under Chapter 15
of the U.S. Bankruptcy Code.

As reported in the Troubled Company Reporter on Aug. 4, 2014,
the company was severely affected by the global economic and
financial crisis that began in 2008.  In 2008 and 2009, the
company closed numerous factories and subsidiary operations
throughout the world and divested its professional safety
equipment and boats business, as part of a number of restructuring
initiatives.

The company, however, had to explore additional options in light
of approaching maturities of its debt facilities on in September
2014 and September 2015.  As of March 31, 2014, the Zodiac Group's
net senior debt leverage ratio was 8.2X; although the Zodiac Group
expects to reduce this ratio to 6.2x by Sept. 30, 2015, such ratio
would remain above current acceptable market levels.

As a result, it began negotiations with lenders and on May, it
entered into a lock-up agreement with lenders.  The High Court of
Justice of England and Wales sanctioned the companies' schemes of
arrangements on July 31, 2014.  Creditors with majorities in value
ranging from 79.97% to 98.09% and majorities in number ranging
from 81.25% to 92.85% voted in favor of the schemes.

The Debtors say that the schemes provide for an amendment and
extension of certain substantial debt facilities under which
several Zodiac Group entities, including the Debtors, are
obligors.  The English High Court has sanctioned the schemes,
which involve, among other things, the extension of the current
maturity dates under the facilities -- the earliest of which is
due to occur on Sept. 27, 2014 -- and represents the best option
for the Zodiac Group in the present circumstances, as the
companies' current debt leverage ratio means that they are unable
to refinance the debt owing under the facilities in the current
market.

The Debtors say that without the amendment and extension, in the
absence of an alternative agreement with creditors, the
uncertainty created may cause going concern issues to be raised by
the Zodiac Group auditors, suppliers to reduce their payment terms
or withdraw altogether, the withdrawal of short-term trade lines,
the loss of or negotiation of terms of business with customers and
the reduction of credit insurance, which would likely precipitate
a rapid deterioration of the Zodiac Group.

"If the Zodiac Group fails to secure the Amendment and Extension,
one or more Zodiac Group companies may need to take steps towards
the commencement of formal insolvency or pre-insolvency
proceedings in multiple jurisdictions.  Such proceedings would be
likely to result in a substantial loss of value for all
stakeholders, including Scheme Creditors.  By contrast, the
Amendment and Extension, as embodied in the Schemes, will provide
the Zodiac Group with the time and financial flexibility it needs
to continue deleveraging itself, with the aim of repaying the
Senior Debt in full at or before the first extended maturity date
of December 2017 (from the proceeds of a refinancing or sale) and
of materially improving the returns to the Scheme Creditors who
are lenders of Facility D and the Mezzanine Facility (potentially
including repayment in full thereof)," Francois Mirallie, a
company executive, said in a court filing.

A copy of Zodiac's Chapter 15 bankruptcy petition and the foreign
representative's verified petition for recognition of the foreign
proceedings is available at:

        http://bankrupt.com/misc/Zodiac_Ch15_Petition.pdf

                    About Zodiac Pool Solutions

Zodiac Pool Solutions SAS and its units are global manufacturers
and distributors of products for swimming pools and spas.  Zodiac
has design, engineering and manufacturing facilities in the U.S.,
France, Germany, Australia, and South Africa and has operating
subsidiaries or branches with their own sales forces in the U.S.,
Canada, Europe, Australia, New Zealand and South Africa.

Zodiac has pending proceedings before the High Court of Justice of
England and Wales.  The companies' schemes of arrangements were
approved by the creditors and the High Court sanctioned the
schemes on July 31, 2014.

Zodiac and its affiliates sought bankruptcy protection in the U.S.
under Chapter 15 of the Bankruptcy Code (Bankr. D. Del. Case No.
14-11818) on July 31, 2014, to seek recognition of their
restructuring proceedings in the United Kingdom.  Zodiac estimated
at least $500 million in assets and more than $1 billion in debt.

Judge Kevin J. Carey presides over the Chapter 15 cases.  The
Debtors are seeking administrative consolidation of the Chapter 15
cases.

Francois Mirallie, executive member of the executive board and
managing director of Zodiac, serves as foreign representative in
the U.S. case.

The Debtor is represented by Curtis S. Miller, Esq., at Morris
Nichols Arsht & Tunnell, in Wilmington, Delaware.


* Court That Denied Arbitration Loses Jurisdiction Pending Appeal
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, and
Sherri Toub, a Bloomberg News writer, reported that U.S. District
Judge Irene C. Berger in Charleston, West Virginia, ruled that a
bankruptcy judge loses jurisdiction over litigation if he denies a
motion to compel arbitration of the underlying dispute and that
denial is appealed.  According to the report, Judge Berger said an
appeal "automatically divests the bankruptcy court of jurisdiction
over the underlying claims."

The case is Vanderbilt Mortgage & Finance Inc. v. Lucas,
14-mc-00136, U.S. District Court, Southern District of West
Virginia (Charleston).


* Criminal Forfeiture Can Sop Up Bankrupt Property
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, and
Sherri Toub, a Bloomberg News writer, reported that, in an Aug. 22
decision, the U.S. Court of Appeals in Cincinnati implicated that
if a convicted felon files bankruptcy, the government can snatch
up the criminal's property before the bankruptcy trustee.
According to the report, Section 3613 of the Criminal Code
provides that the government can collect restitution
"notwithstanding any other federal law," and the Court of Appeals
said broad language allows the government to collect restitution
even from property of a bankrupt estate.

The case is U.S. v. Robinson (In re Robinson), 13-5857, U.S. Sixth
Circuit Court of Appeals (Cincinnati).


* 'Financial Condition' Carveout Gets Broad Reading in Boston
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, and
Sherri Toub, a Bloomberg News writer, reported that the Bankruptcy
Appellate Panel in Boston ruled that tax returns and false
statements about an individual's employment relate to a bankrupt's
"financial condition" and therefore are no basis for denial of
discharge of a debt under Section 523(a)(2)A) of the Bankruptcy
Code.  According to the report, the subsection provides that a
debt won't be discharged if it's based on "false representation"
other than a statement respecting the debtor's "financial
condition."  The Bankruptcy Appellate Panel said loan applications
and tax returns are statements about financial condition, thus the
individual was entitled to discharge the debt because the loan
application contained false information about the bankrupt's
employment and income.

The case is Cajigas v. Crespo, 13-040, U.S. First Circuit
Bankruptcy Appellate Panel (Boston).


* Laches Doctrine Allows Debtors to Remain in Chapter 13
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, and
Sherri Toub, a Bloomberg News writer, reported that the U.S. Court
of Appeals in Atlanta ruled that 20 months is too long to wait
before filing a motion to dismiss a Chapter 13 case because the
bankrupts had too much debt.  According to the report, the Court
of Appeals said that the legal doctrine of "laches" kicks in after
an inexcusable delay resulting in "undue prejudice" against the
party raising the defense.

The case is General Lending Corp. v. Cancio, 14-10838, U.S. Court
of Appeals for the 11th Circuit (Atlanta).


* Asset-Backed Bonds Said to Face Tougher SEC Disclosure Rules
--------------------------------------------------------------
Dave Michaels, writing for Bloomberg News, reported that sellers
of bonds backed by mortgages and auto loans would have to give
investors details including the borrowers' income and credit
scores under rules the U.S. Securities and Exchange Commission is
poised to consider, according to two people briefed on the plan.

According to the report, the SEC will vote on the final rules,
which were mandated by the Dodd-Frank Act after investors were
burned by soured debt sold by Wall Street before the 2008 credit
crisis.  The biggest sellers of asset-backed securities include
Bank of America Corp., JPMorgan Chase & Co., Deutsche Bank AG,
Citigroup Inc. and Goldman Sachs Group Inc., the report related.


* Central Bankers Focus on Spur Jobs and Wages
----------------------------------------------
Binyamin Appelbaum, writing for The New York Times, reported that
leaders of the world's major central banks made clear in speeches
at this year's economic policy conference that they were focused
on raising employment and wages.  According to the NY Times, the
pursuit of lower inflation has been replaced by a conviction that
inflation is actually too low for the good of the economy.


* Regulators Propose Rule to Reduce Risk of Derivatives
-------------------------------------------------------
Peter Eavis, writing for The New York Times' DealBook, reported
that the Federal Reserve and the Office of the Comptroller of the
Currency, as well as three other agencies, announced an overhaul
of a rule that would apply to over-the-counter derivatives, the
financial instruments that banks and other financial entities use
to speculate or hedge their risks.  According to the report,
American banks have nearly $280 trillion of derivatives on their
books, and they earn some of their biggest profits from trading in
them; but the 2008 crisis revealed how flaws in the market had
allowed for dangerous buildups of risk at large Wall Street firms
and worsened the run on the banking system.


* Stock Investors Straddle the Fed's Line
-----------------------------------------
Chris Dieterich, Alexandra Scaggs and Dan Strumpf, writing for The
Wall Street Journal, reported that Federal Reserve officials are
signaling they are on track to start slowly raising interest rates
next year, a shift that means a delicate balancing act for
investors.  According to the report, many portfolio managers
expect stocks to continue to perform well for the next few months,
due to an improving economy and low rates.


* U.S. Bank Liquidity Rule Said to Exclude Municipal Bonds
----------------------------------------------------------
Jesse Hamilton and William Selway, writing for Bloomberg News,
reported that municipal bonds will be excluded from the group of
easily sellable assets that banks can use to show they're able to
survive a credit crunch, according to a person familiar with the
rule.  According to the report, regulators are set to approve a
final liquidity rule and one of the draft bars debt issued by
states and municipalities from being listed as high-quality assets
that could help sustain a bank through a 30-day squeeze, said the
person, speaking on condition of anonymity because the process
isn't public.


* Argentine Economic Figure Urges Payments to Bond Holdouts
-----------------------------------------------------------
Landon Thomas Jr., writing for The New York Times' DealBook,
reported that Domingo Cavallo, the architect of Argentina's first
debt restructuring deal in 2001, advised the Latin American
country that the solution for the country's worsening debt drama
is to pay the holdouts.

According to the report, Mr. Cavallo, at a conference to
commemorate the 70th anniversary of the Bretton Woods system of
global financial cooperation, said Argentina should comply with
U.S. District Judge Thomas Greisa's decision, who said that if
Argentina continued to make payments to bondholders who
participated in past debt restructurings, it must pay in full the
investors who declined to take part.


* India Slaps 14 Carmakers with $420 Million Antitrust Fine
-----------------------------------------------------------
Siddharth Philip, writing for Bloomberg News, reported that
India's antitrust regulator fined 14 carmakers, including the
local units of Honda Motor Co. and General Motors Co., a combined
25.4 billion rupees (US$420 million) for stifling competition in
the market for spare parts as the industry faces similar scrutiny
in China.  According to the report, citing a Competition
Commission of India order, the fines were equivalent to 2 percent
of the carmakers' three-year average revenue in India.


* Cole Schotz Strengthens Litigation Offering with Dallas Office
----------------------------------------------------------------
Cole, Schotz, Meisel, Forman & Leonard, P.A., announced the
opening of its newest office in Dallas. Member James W. Walker
will lead the office, which will focus on litigation services for
local and national clients doing business in Texas.

"The North Texas market has seen rapid growth and this office
opening is a response to our clients' need for a litigation
capacity throughout the state," said Mr. Walker. "Cole Schotz
offers an incredibly strong bankruptcy capacity in this market
through its Fort Worth office, and litigation support is a natural
complement."

Mr. Walker has built a well-established commercial litigation
practice out of Dallas, successfully trying cases in U.S. District
and Appellate Courts for more than twenty-five years. He joined
the Fort Worth office of Cole Schotz in late 2013, setting in
motion a plan to open a Dallas office built around his existing
practice. The Dallas office marks the firm's sixth nationwide,
joining Cole Schotz' existing offices in Hackensack, N.J.; New
York City; Wilmington, Del.; Baltimore, Md.; and Fort Worth,
Texas.

"The Dallas office will expand our offering not only to our Texas-
based clients, but also to our established clients on the
northeastern seaboard with business interests in the state," said
Leo Leyva, co-chair of the Cole Schotz litigation department. "As
a firm, Cole Schotz strives to offer comprehensive legal support
to our clients nationwide, and this latest move expands our
offering to meet needs expressed by our clients."
"Jim is a talented litigator who has a deep understanding of the
courts and the skillset to consistently obtain favorable results
on behalf of his clients," said Michael D. Warner, head of the
firm's Fort Worth office. "He has been an asset to the firm since
day one and will bolster our service to our clients in Texas and
nationwide."

The Dallas office is located in the beautiful uptown Chateau
Plaza, which is anchored by NexBank.

About Cole Schotz:
Cole Schotz serves clients nationally throughout the United States
with offices in New York, New Jersey, Delaware, Maryland and
Texas. The firm represents hundreds of closely-held businesses and
individuals ? many for decades ? as well as Fortune 500 companies.

Founded in 1928, the firm has grown to over 120 attorneys who work
in eleven primary areas of practice: Bankruptcy & Corporate
Restructuring; Construction Services; Corporate, Finance &
Business Transactions; Employment Law; Environmental Law;
Intellectual Property, Litigation; Real Estate; Real Estate
Special Opportunities Group; Tax, Trusts & Estates and White
Collar Defense & Investigations.

Contact:

      James W. Walker, Esq.
      Tel: 469-557-9391
      Fax: 469-533-0361
      E-mail: jwalker@coleschotz.com

         -- and --

      Justin S. Levy, Esq.
      Tel: 469-557-9392
      Fax: 469-533-1541
      E-mail: jlevy@coleschotz.com


* Pelican Appoints Miller as General Counsel & Managing Director
----------------------------------------------------------------
Pelican Point Capital Partners, LLC, on Sept. 3 announced the
appointment of Marvin Miller as General Counsel & Managing
Director.  "Marvin brings with him extensive legal experience in
structured finance/business transactions that will be extremely
accretive to the team at Pelican for its investment activities and
portfolio management," said Ike Suri, Co-CEO and Co-Founder.  Most
recently, Mr. Miller was a corporate partner in the New York
office of Winston & Strawn LLP.

Mr. Miller has experience representing domestic and international
corporate and financial institutions, hedge funds, and
governmental entities in connection with a range of financing and
commercial transactions, including second lien and mezzanine
financings, private placements (unsecured and secured), film
financings, asset-based financings, foreign and domestic tender
offers, structured acquisition financings (including corporate
strategic acquisitions and leveraged buyouts involving subordinate
debt and financier equity positions), corporate reorganizations
and acquisitions, municipal bond financings, debtor-in-possession,
and debt restructurings.

In particular, Mr. Miller has handled financings involving
manufacturers, motion picture studios, media properties, aircraft,
insurance companies, hotels, medical service providers, food
companies, software developers, hospitals, municipalities, gaming
companies, ships, mineral properties and racehorses.

Mr. Miller is also a member of the New York State Bar Association
and the American Bar Association.

Mr. Miller received a B.A. in Political Science from DePaul
University, and a J.D. from Fordham University School of Law,
where he was articles editor of the Fordham International Law
Review.

"The partners of Pelican Point are creating an innovative
financial services company.  I am excited that they have asked me
to join them and look forward to working with them and their
clients," said Marvin.


* BOOK REVIEW: The First Junk Bond: A Story of Corporate Boom
               and Bust
-------------------------------------------------------------
Author:     Harlan D. Platt
Publisher:  Beard Books
Softcover:  236 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today and one for a colleague at
http://is.gd/p63Hn2

Only one in ten failed businesses is equal to the task of
reorganizing itself and satisfying its prior debts in some
fashion. This engrossing book follows the extraordinary journey
of Texas International, Inc (known by its New York Stock
Exchange stock symbol, TEI), through its corporate growth and
decline, debt exchange offers, and corporate renaissance as
Phoenix Resource Companies, Inc. As Harlan Platt puts it, TEI
"flourished for a brief luminous moment but then crashed to
earth and was consumed." TEI's story features attention-grabbing
characters, petroleum exploration innovations, financial
innovations, and lots of risk taking.

The First Junk Bond was originally published in 1994 and
received solidly favorable reviews. The then-managing director
of High Yield Securities Research and Economics for Merrill
Lynch said that the book "is a richly detailed case study. Platt
integrates corporate history, industry fundamentals, financial
analysis and bankruptcy law on a scale that has rarely, if ever,
been attempted." A retired U.S. Bankruptcy Court judge noted,
"(i)t should appeal as supplementary reading to students in both
business schools and law schools. Even those who practice.in the
areas of business law, accounting and investments can obtain a
greater understanding and perspective of their professional
expertise."

"TEI's saga is noteworthy because of the company's resilience
and ingenuity in coping with the changing environment of the
1980s, its execution of innovative corporate strategies that
were widely imitated and its extraordinary trading history,"
says the author. TEI issued the first junk bond. In 1986 it
achieved the largest percentage gain on the NYSE, and in 1987
suffered the largest percentage loss. It issued one of the first
bonds secured by a physical commodity and then later issued one
of the first PIK (payment in kind) bonds. It was one of the
first vulture investors, to be targeted by vulture investors
later on. Its president was involved in an insider trading
scandal. It innovated strip financing. It engaged in several
workouts to sell off operations and raise cash to reduce debt.
It completed three exchange offers that converted debt in to
equity.

In 1977, TEI, primarily an oil production outfit, had had a
reprieve from bankruptcy through Michael Milken's first ever
junk bond. The fresh capital had allowed TEI to acquire a
controlling interest of Phoenix Resources Company, a part of
King Resources Company. TEI purchased creditors' claims against
King that were subsequently converted into stock under the terms
of King's reorganization plan. Only two years later, cash
deficiencies forced Phoenix to sell off its nonenergy
businesses. Vulture investors tried to buy up outstanding TEI
stock. TEI sold off its own nonenergy businesses, and focused on
oil and gas exploration. An enormous oil discovery in Egypt made
the future look grand. The value of TEI stock soared. Somehow,
however, less than two years later, TEI was in bankruptcy. What
a ride!

All told, the book has 63 tables and 32 figures on all aspects
of TEI's rise, fall, and renaissance. Businesspeople will find
especially absorbing the details of how the company's bankruptcy
filing affected various stakeholders, the bankruptcy negotiation
process, and the alternative post-bankruptcy financial
structures that were considered. Those interested in the oil and
gas industry will find the book a primer on the subject, with an
appendix devoted to exploration and drilling, and another on oil
and gas accounting.

Harlan Platt is professor of Finance at Northeastern University.
He is president of 911RISK, Inc., which specializes in
developing analytical models to predict corporate distress.


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***