TCR_Public/140910.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 10, 2014, Vol. 18, No. 252

                            Headlines

1220-28 N FRONT: Voluntary Chapter 11 Case Summary
AK STEEL: S&P Rates Proposed $430MM Sr. Unsecured Debt 'B-'
AMBOW EDUCATION: Creditors Convert Loans Into Class A Shares
AMPAL-AMERICAN: Trustee Demands $39-Mil. From Ex-Brass
AMERICAN RESOURCE: U.S. Trustee Questions Sale

ASG CONSOLIDATED: S&P Cuts CCR to 'CCC+' on Constrained Liquidity
ASSOCIATED WHOLESALERS: Files Chapter 11 to Facilitate Sale
ASSOCIATED WHOLESALERS: Case Summary & 30 Top Unsecured Creditors
ATHABASCA OIL: S&P Revises Outlook to Stable & Affirms 'CCC+' CCR
ATLAS PIPELINE: S&P Affirms 'B+' ICR; Outlook Stable

ATOSSA GENETICS: Incurs $3.19-Mil. Net Loss for Second Quarter
BERNARD L. MADOFF: Trusts Want Picard's $10M Clawback Suit Tossed
BERNARD L. MADOFF: Investors Sue Picower Estate For $11-Bil.
BILL BARRETT: Moody's Lowers Corporate Family Rating to 'B1'
BLACKAMG L.L.C.: Case Summary & 12 Largest Unsecured Creditors

BREF HR LLC: Incurs $20.8-Mil. Net Loss in June 30 Quarter
BRIGHT MOUNTAIN: Posts $405K Net Loss in Q2 Ended June 30
CAPSTONE MINING: Moody's Assigns 'B1' Corporate Family Rating
CARDAX INC: Incurs $2.02-Mil. Net Loss for Second Quarter
CELANESE US: S&P Rates EUR300MM Sr. Unsec. Notes Due 2019 'BB+'

CENGAGE LEARNING: NY State Withdraws $1.9M Claim
CERULEAN PHARMA: Reports $7.4-Mil. Net Loss for June 30 Quarter
CHARLES EDWARD TAYLOR: Judgment Against Caiarelli et al Reversed
CHINA JO-JO: Incurs $347K Net Loss in June 30 Quarter
CLEAR CHANNEL: Moody's Rates $750MM Priority Guarantee Notes Caa1

CLINICA DE MANEJO: Case Summary & 14 Largest Unsecured Creditors
CLOUDEEVA INC: Appeals Dismissal of Bankruptcy Case
DYNACAST INT'L: Moody's Affirms 'B2' Corp. Family Rating
E-WORLD USA: Reports $1.31-Mil. Net Income in Q2 Ended June 30
ENDEAVOUR INTERNATIONAL: Steelhead Lowers Equity Stake to 6.8%

ENPRO INDUSTRIES: S&P Assigns 'BB-' CCR on Refinancing
ESSAR STEEL: S&P Withdraws Preliminary 'CCC-' CCR
EXIDE TECHNOLOGIES: Seeks Approval of Deal with TCEQ, EPA
FARMVILLE GROUP: Court Won't Reinstate Matthews Suit v. HSBC
FCC HOLDINGS: U.S. Trustee Appoints Creditors' Committee

FLEETCOR TECHNOLOGIES: S&P Assigns 'BB+' CCR; Outlook Stable
GCI INC: S&P Revises Outlook to Stable & Affirms 'BB-' CCR
GRAY TELEVISION: Incremental $75MM Debt No Impact on Moody's CFR
GRAY TELEVISION: S&P Keeps 'BB' Term Loan Rating on $75MM Add-On
HARBINGER GROUP: Fitch to Rate New $200MM Notes Due 2022 'B/RR4'

HARBINGER GROUP: S&P Retains 'CCC+' Notes Rating on $200MM Add-On
HARRIS LAND: Wants Plan Exclusivity Period Extended to Nov. 24
HDOS ENTERPRISES: Payout Plan Slated for Oct. 3 Confirmation
HDOS ENTERPRISES: Order on Sale to Global Entered
HEDWIN CORPORATION: Oct. 3 Hearing on Plan, Disclosure Statement

HELIA TEC: Debtor, HSC File Papers on Cary Hughes' Authority
HOVNANIAN ENTERPRISES: Posts $17-Mil. Net Income in 3rd Quarter
HORIZON LINES: Names Steve Rubin President and CEO
INDEX RECOVERY: Section 341(a) Meeting Scheduled for Oct. 9
INTELLICELL BIOSCIENCES: To Restate 2013 Financial Reports

INT'L MANUFACTURING: Two Members Added to Creditors Committee
IOWA GAMING: Files Own Motion for Voluntary Case Dismissal
IRISH BANK: Sept. 19 Hearing on Sheehan's Bid to Close Loans Sale
JACKSONVILLE BANCORP: Appoints EVP and Chief Credit Officer
JOKA OF SARASOTA: Case Summary & 5 Largest Unsecured Creditors

JONES SODA: Reports $429K Net Loss for June 30 Quarter
KANKAKEE COUNTY, IL: Moody's Cuts Rating on $6.6MM Certs to 'Ba1'
KEMET CORP: NEC TOKIN Deal No Impact on Moody's 'Caa1' CFR
LDR INDUSTRIES: Has Interim Authority to Tap $1.25MM DIP Loan
LEHMAN BROTHERS: Brokerage Trustee to Begin Paying Creditors

LEHMAN BROTHERS: Lists California Project for Sale
LOFINO PROPERTIES: Chapter 11 Trustee Gets Approval to Hire Gibbs
LOVE CULTURE: Gets Approval to Hire Point North, J.E. Bunka as CRO
LOVE CULTURE: Gets Approval to Hire Consensus as Investment Banker
LOVE CULTURE: Gets Approval to Hire PwC as Financial Adviser

LOVE CULTURE: Committee Objects to Salus DIP Financing Deal
LUCARELLI'S EXECUTIVE: Conn. Judge Defers Ruling on Exit Plan
MACKEYSER HOLDINGS: Obtains $1MM DIP Loan From Health Evolution
MATTRESS FIRM: Moody's Puts 'B2' Rating on Review for Downgrade
MOMENTIVE PERFORMANCE: Judge Says Bondholders Can't Change Votes

NEVEL PROPERTIES: SHF Doesn't Own Well Lease, 8th Cir. Says
NEW BERN RIVERFRONT: United Forming Wins Summary Judgment
NEW BREED: Moody's Withdraws 'B2' Corporate Family Rating
NMBFIL INC: Asks Court to Move Deadline to File SALs to Sept. 30
OCTAVIAR ADMINISTRATION: Hedge Funds Can't Escape Conveyance Suit

OMEGA HEALTHCARE: Fitch Assigns 'BB+' Subordinated Debt Rating
ORMET CORP: 11th DIP Amendment Approved
PERMA-FIX ENVIRONMENTAL: Has $11K Net Income in Second Quarter
PIEDMONT CENTER: Court Allows Sale of North Carolina Properties
PMC MARKETING: SUR CSM's Bid for Summary Judgment Tossed

PMC MARKETING: Downtown Dev't Bid for Summary Judgment Rejected
PMC MARKETING: Santa Rosa Mall's Bid for Summary Judgment Tossed
POWIN CORP: Has $1.9-Mil. Net Loss for Q2 Ended June 30
RALPH DAY: Court Affirms Injunction Order Against Durie et al.
RBF GROUP INT'L: Case Summary & 20 Largest Unsecured Creditors

REVEL AC: Closure Poses Problem to Fate of $129MM Utility Plant
REVEL AC: Final DIP Hearing Adjourned Until Sept. 29
RGIS SERVICES: Moody's Lowers Corporate Family Rating to 'B3'
RIVERWALK JACKSONVILLE: Seeks Extension of Exclusivity Period
ROTH MANAGEMENT: Dist. Court Affirms Judgment Against Ex-Worker

ROTHSTEIN ROSENFELDT: TD Bank Challenges $7MM Deal With Investor
SCRANTON, PA: Pension Funds Will Be Broke in 3-5 Years
SIERRA NEGRA RANCH: Asks Court for Final Decree Closing Case
SOVRAN LLC: Court Enters Final Decree Closing Chapter 11 Case
STUART WEITZMAN: Moody's Lowers Corporate Family Rating to 'B3'

SUPERCONDUCTOR TECHNOLOGIES: Has $55K Net Loss in June 28 Quarter
TAKEFUJI CORP: BofA's Japanese Brokerage Must Pay $140-Mil.
TAXUS CARDIUM: Reports $984K Net Loss for June 30 Quarter
TEM ENTERPRISES: Gets Final OK to Incur Loan from AerLine Holdings
TRAVELPORT HOLDINGS: Obtains $2.8 Billion Loan Facilities

TRAVELPORT LIMITED: Moody's Assigns 'B3' Corp. Family Rating
TRUMP ENTERTAINMENT: Returns to Ch. 11 as 2 Casinos Set to Close
TRUMP ENTERTAINMENT: Case Summary & 30 Top Unsecured Creditors
UNITEK GLOBAL: Standstill Periods Extended to Sept. 23
UNIVERSAL COOPERATIVES: Court Approves Employee Incentive Plan

UNIVERSAL HEALTH CARE: Hearing Friday on BankUnited Settlement
UNIVERSAL HEALTH CARE: Trustee OKs Quest Admin. Expense Claim
UPH HOLDINGS: Suit Against T-Mobile Survives Dismissal Bid
UPH HOLDINGS: Court Won't Dismiss Suit Against Sprint Nextel
US RENAL CARE: Moody's Assigns 'Ba3' Rating on $75MM Debt Add-on

U.S. SILICA: S&P Affirms BB- CCR & Hikes Term Loan Rating to BB
USA COMMERCIAL: Lender Not Entitled to Deduct Bad Debt Loss
VIGGLE INC: Files Financial Statements of Choose Digital
VILLA PARK, CA: Looks to Quit CalPERS, Fears It Can't Afford To
VISTEON CORP: 3rd Circ. Says UAW Can't Recoup Retiree Benefits

WALKER LAND: Amends Proposed Reorganization Plan Disclosures
WALKER LAND: Wells Fargo Amends Disclosures for Competing Plan
WALKER LAND: Court Okays Stipulation With Toyota Lease
WESTERN CAPITAL: Trustee Samson Commits Automatic Stay Violation
WETDOG LLC: Wins Confirmation of Chapter 11 Exit Plan

WILLIAM GINZBURG: Court Approves Motion for Reconsideration
WPCS INTERNATIONAL: Regains Compliance With NASDAQ Listing Rule
XTREME POWER: Wants to Sell Battery Array in China to Younicos
XTREME POWER: Seeks Approval to Sell Battery Array to Younicos
YMCA MILWAKEE: Sept. 30 Sale Hearing on 4 Fitness Facilities

YORK RISK: Moody's Assigns B3 Corp. Family Rating; Outlook Stable
ZOGENIX INC: Daravita Files Infringement Suit Against Actavis

* Green Tree Pays $93,400 for Claiming $11,000 Extinguished Debt

* Fitch: Personal Bankr. Filings to Drop to Lowest Level in 7 Yrs

* Bernanke Says 2008 Was Worse than the Great Depression
* SEC Shelves Plan for Private Asset-Backed Bond Disclosure
* IMF Chief Placed under Formal Investigation in French Fraud Case

* McGlinchey Stafford Opens New York City Office
* Scott Stuart Joins Garden City as Senior Director of Bankruptcy


                             *********


1220-28 N FRONT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: 1220-28 N. Front Street, LLC
        703 N. 3rd St.
        Philadelphia, PA 19123

Case No.: 14-17183

Chapter 11 Petition Date: September 8, 2014

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

Judge: Hon. Stephen Raslavich

Debtor's Counsel: Thomas Daniel Bielli, Esq.
                  O'KELLY ERNST & BIELLI, LLC
                  1500 Walnut Street, Suite 900
                  Philadelphia, PA 19102
                  Tel: 215-543-7182
                  Fax: 215-525-9648
                  Email: tbielli@oeblegal.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by George Manosis, managing member.

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


AK STEEL: S&P Rates Proposed $430MM Sr. Unsecured Debt 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit ratings on AK Steel Corp. and its parent, AK Steel Holding
Corp., and removed all ratings from CreditWatch, where S&P placed
them with negative implications on July 25, 2014. The outlook is
stable.  At the same time, S&P assigned its 'B-' issue rating and
'5' recovery rating to the company's proposed $430 million senior
unsecured debt, which will mature in 2021.  The '5' recovery
rating reflects S&P's expectation of modest (10%-30%) recovery in
the event of a default.

"We removed the ratings on AK Steel from CreditWatch with negative
implications subsequent to our evaluation of the credit impact of
the Dearborn acquisition.  Given the mix of common equity and debt
used to fund the acquisition, it will be modestly deleveraging.
Furthermore, we believe that AK Steel will reap financial
synergies and operational flexibility from the newly acquired
facilities, which will expand its capacity (without expanding
industry capacity) and perhaps expand its product offerings," S&P
said.

The outlook is stable based on S&P's opinion that AK Steel's
liquidity will remain strong even as leverage remains very high in
the near term (at or near 10x EBITDA at the end of 2014).  The
outlook also assumes that leverage will trend lower (closer to 6x
EBITDA by the end of 2015) based on favorable end market demand
(strong light vehicle sales), sufficient new equity to make the
Dearborn acquisition accretive in 2015, and improved legacy
operations following the repair of an idled blast furnace in 2014.

S&P would lower the corporate credit rating by one notch if
liquidity were no longer viewed to be strong.  This could result
if funds from operations do not turn positive (and approach $200
million in 2015) because end market demand unexpectedly weakens,
the blast furnace outage lasts longer than expected, and/or the
integration of the Dearborn facility does not proceed smoothly.
S&P would also lower its rating by one or more notches if
anticipated improvements do not occur and leverage remains at or
above 10x EBITDA, a level S&P would view to be unsustainable.

S&P would raise the rating if anticipated operating results
improve more quickly than it forecasts, perhaps because of a more
favorable than expected pricing environment and/or meaningful
synergies resulting from the Dearborn acquisition--and if
liquidity remains strong.  Specifically, if leverage fell and were
expected to be sustained closer to 5x EBITDA, S&P would consider a
'b' anchor rating, which would result in a 'B+' corporate credit
rating after applying the liquidity modifier.


AMBOW EDUCATION: Creditors Convert Loans Into Class A Shares
------------------------------------------------------------
Ambow Education Holding Ltd., a national provider of educational
and career enhancement services in The People's Republic of China,
on Sept. 9 disclosed that China Education Investment Holding
Limited and SummitView Investment Fund I, L.P. converted a total
of US$35 million of loans made to the Company into Class A
ordinary shares.

In accordance with the terms and provisions of the Second Amended
and Restated Loan Agreement between CEIHL, the Company and eight
of the Company's subsidiaries, CEIHL converted US$30 million of
loans and became the registered holder of 501,508,621 Class A
ordinary shares.  The conversion was effective on September 5,
2014.  On that same date, SummitView converted US$5 million of
loans in accordance with the Loan Agreement and an Assignment and
Assumption Agreement entered into between CEIHL and SummitView,
and became the registered holder of 83,584,770 Class A ordinary
shares.

                About Ambow Education Holding Ltd.

Ambow Education Holding Ltd. (AMBOY) is a national provider of
educational and career enhancement services in China, offering
high-quality, individualized services and products.   With its
extensive network of regional service hubs complemented by a
dynamic proprietary learning platform and distributors, Ambow
provides its services and products to students in 30 out of the 31
provinces and autonomous regions within China.


AMPAL-AMERICAN: Trustee Demands $39-Mil. From Ex-Brass
------------------------------------------------------
Law360 reported that Alex Spizz, the Chapter 7 trustee winding
down energy investment holding company Ampal-American Israel
Corp., lobbed a lawsuit demanding a combined $39 million from
former executives who allegedly swung imprudent consulting and
loan payments to the Ampal CEO's Israeli firm.  According to the
report, the trustee said in an adversary case that Ampal's former
CFO and four board members -- all Israeli citizens -- are liable
to the estate for failing to scrutinize transactions between Ampal
and Merhav MNF Ltd., an Israeli investment outfit owned by former
CEO Yosef Maiman, the sole remaining director of the company and a
co-debtor in the bankruptcy.

                        About Ampal-American

Ampal-American Israel Corporation -- http://www.ampal.com/--
acquired interests primarily in businesses located in Israel or
that are Israel-related.  Ampal-American filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29, 2012, to
restructure the Company's Series A, Series B and Series C
debentures.  Bankruptcy Judge Stuart M. Bernstein presides over
the case.  Ampal-American sought bankruptcy protection in the U.S.
because bankruptcy laws in Israel would lead to the Company's
liquidation.

Michelle McMahon, Esq., at Bryan Cave LLP, serves as the Debtor's
counsel.  Houlihan Lokey serves as investment banker.

The petition was signed by Irit Eluz, chief financial officer,
senior vice president.  The Company scheduled $290,664,095 in
total assets and $349,413,858 in total liabilities.

A three-member official committee of unsecured creditors is
represented by Brown Rudnick as counsel.

In May 2013, the Bankruptcy Court converted Ampal's Chapter 11
bankruptcy to a Chapter 7 liquidation after determining that the
energy investment holding company does not have sufficient cash to
execute a reorganization plan.


AMERICAN RESOURCE: U.S. Trustee Questions Sale
----------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that
William Harrington, the U.S. Trustee assigned to American Resource
Staffing Network, Inc., warned a bankruptcy judge that the
proposed sale of the company to the president's daughter would pay
"only a fraction" of the company's multimillion-dollar tax bill.
According to the report, the U.S. Trustee asked a judge to put an
outside professional in charge of the American Resource Staffing's
bankruptcy case, arguing that president and owner Richard Purtell
would be "unable to conduct unbiased investigations" into the
proposed sale.

                    About American Resource

American Resource Staffing Network, Inc., and American Resource
Network, Inc., which places hundreds of workers into New England
companies that need temporary help, sought protection under
Chapter 11 of the Bankruptcy Code on July 31, 2014.  The lead case
is In re American Resource Staffing Network, Inc., Case No. 14-
11527 (Bankr. D.N.H.).

The Debtors are represented by Deborah A. Notinger, Esq., at
Cleveland, Waters & Bass, P.A., in Nashua, New Hampshire, and
Steven M. Notinger, Esq., at Cleveland, Waters & Bass, P.A., in
Concord, New Hampshire.


ASG CONSOLIDATED: S&P Cuts CCR to 'CCC+' on Constrained Liquidity
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Seattle-based ASG Consolidated LLC to 'CCC+' from 'B-'.
The outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's senior secured debt to 'B' from 'B+'.  The recovery
rating remains '1', indicating that lenders could expect very high
(90% to 100%) recovery in the event of a payment default.  S&P
also lowered its ratings on ASG's senior subordinated notes to
'B-' from 'B'.  The recovery rating remains '2', indicating S&P's
expectation for substantial (70% to 90%) recovery in the event of
a payment default.

"The downgrade reflects the company's current dependence upon
favorable business, financial, and economic conditions to meet its
financial commitments, which appear to be unsustainable in the
long term," said Standard & Poor's credit analyst Jeff Burian.
"ASG's debt is a very high multiple of EBITDA and a successful
refinancing is unlikely, absent financial improvement."

ASG is a vertically integrated seafood harvesting, processing, and
marketing company that operates catcher-processor vessels in the
largest commercial fishery in U.S. waters.  Standard & Poor's
believes ASG is the largest and lowest-cost producer in the
industry, and benefits from geographic diversity.  Still, in S&P's
view, the company's product focus is narrow and it participates in
the commodity-oriented, highly regulated, and somewhat volatile
commercial fishing industry.  Product diversity was further
diminished following the sale of its land-based processing
segment, American Pride Seafoods, in Oct. 2013.  Also, S&P
believes operating performance is subject to supply-and-demand
vagaries related to its products, variable catch volumes, and
worldwide pricing movements that can affect financial performance.
Market prices for many of ASG's key products have trended downward
over the last several years.  These factors underpin S&P's
business risk assessment of "weak."

S&P believes the company's leverage is significant and increasing,
and cash flow to debt metrics are thin.  S&P estimates the ratio
of adjusted total debt to EBITDA was about 9.6x for the 12 months
ended June 30, 2014, and remains well above the indicative
leverage ratio for a "highly leveraged" financial risk profile of
greater than 5x.  Recent increases in leverage reflect ASG's
capital structure, which includes $125 million (original amount)
of 15% payment-in-kind notes, which continue to accrue interest
and represents a growing liability on ASG's balance sheet.  Recent
leverage increases also reflect diminished EBITDA generation and
significant revolver usage.  These factors support S&P's
assessment of ASG's financial risk profile as highly leveraged,
and S&P expects the financial risk profile to remain this way
through 2015.

"We believe ASG will have difficulty complying with its financial
covenants over the near term," said Mr. Burian.


ASSOCIATED WHOLESALERS: Files Chapter 11 to Facilitate Sale
-----------------------------------------------------------
Associated Wholesalers, Inc., a regional cooperative food
distributor, on Sept. 9 disclosed that it has entered into an
asset purchase agreement with C&S Wholesale Grocers pursuant to
which C&S will acquire substantially all of AWI's assets,
including its White Rose distribution business.  Under terms of
the APA, C&S will serve as the "stalking horse bidder" in a court-
supervised auction process.  Accordingly, the APA is subject to
higher and otherwise better offers, among other conditions.

To facilitate the transaction process, AWI and its subsidiaries,
including White Rose, on Sept. 9 filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the District of Delaware.  This action
is expected to provide for an orderly sale of the AWI businesses
under Section 363 of the Bankruptcy Code.

AWI and White Rose are expected to continue operating in the
normal course during the sale process.

"We believe that the asset purchase agreement with C&S is in the
best interest of AWI and its stakeholders," said Joyce Fasula and
Mike Rothwell, Chairman and Vice-Chairman of the AWI Board of
Directors, respectively.  "After conducting a thorough process,
which included the exploration of a range of alternatives and
reaching out to multiple interested parties, we determined the
best course of action for AWI was to enter this agreement with C&S
and to undertake the court-supervised sale process."

Matt Saunders, President and Chief Executive Officer of AWI said,
"As we move through this transaction process, we will continue to
focus on serving our customers.  We also intend to work closely
with our suppliers and the winning bidder to help ensure that our
customers continue to receive the level of service they expect."

"The addition of AWI and White Rose would expand C&S's footprint
and enhance our significant capabilities in servicing independent
grocers," said Rick Cohen, Chairman and CEO of C&S.  "AWI and
White Rose have a terrific customer base, and their distribution
capabilities are a natural complement to our existing portfolio.
We believe we are strongly positioned to provide all of their
customers with the goods and services they need to successfully
run and even grow their businesses."

In conjunction with the proposed transaction, AWI has received a
commitment for "debtor in possession" financing to support its
continued operations during the pendency of the sale process.  C&S
has also made a commitment to participate in the "debtor in
possession" financing package.  AWI has filed a number of
customary motions seeking court authorization to continue to
support its business operations during the transaction process,
including the continued payment of employee wages, salaries and
health benefits without interruption.  AWI has also asked for
authority to continue existing customer programs and intends to
pay suppliers in full under normal terms for goods and services
provided after the filing date of September 9, 2014.

The proposed transaction with C&S is being completed pursuant to
Section 363 of the U.S. Bankruptcy Code and is subject to, among
other things, higher and otherwise better offers to purchase any
or substantially all of AWI's assets, Court approval, antitrust
approval, any other such approvals as may be required by law, and
other customary conditions.  Given these conditions, there can be
no assurance that the proposed transaction will be consummated.

Court documents and additional information can be found at a
dedicated website administrated by AWI's Claims Agent, Epiq
Systems: http://dm.epiq11.com/awi

Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal
advisors, Lazard Middle Market is serving as financial advisor,
and Carl Marks Advisors is serving as restructuring advisor to
AWI.

               About C&S Wholesale Grocers, Inc.

C&S Wholesale Grocers, Inc. (C&S), based in Keene, New Hampshire,
is the largest wholesale grocery supply company in the U.S.,
supplying independent supermarkets, chain stores, military bases,
and other customers with over 150,000 different products.  C&S
serves about 5,000 stores from more than 50 locations across the
country.  It was founded in 1918 as a supplier to independent
grocery stores, and now, in addition to its commitment to
independent grocers, C&S services many large chains, including
Stop & Shop, Giant of Carlisle, Giant of Landover, BI-LO/Winn-
Dixie, Great Atlantic & Pacific Tea Co. (A&P), Safeway, and
Target.

               About Associated Wholesalers, Inc.

Associated Wholesalers, Inc. (AWI) is a cooperative food
distributor organized to provide flexible distribution and retail
services that promote the growth and profitability of its member
retailers.  The Company's flexible distribution programs give it
the ability to service convenience stores, supermarkets and
superettes with grocery, dairy, meat, produce, general merchandise
and frozen food products.  Its retailer services include insurance
programs, computer systems, including hardware and software, store
development, merchandising, advertising, customer service, retail
accounting, store equipment and store counseling.  These services
are fee based and offered through the cooperative on a not-for-
profit basis, giving our members the highest quality of services
available to a chain at the lowest possible cost.


ASSOCIATED WHOLESALERS: Case Summary & 30 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

    Debtor                                     Case No.
    ------                                     --------
    AWI Delaware, Inc.                         14-12092
    Route 422
    PO Box 67
    Robesonia, PA 19551

    Associated Wholesalers, Inc.               14-12093

    Nell's Inc.                                14-12094

    Co-Op Agency, Inc.                         14-12095

    Associated Logistics, Inc.                 14-12096

    White Rose, Inc.                           14-12097

    Rose Trucking Corp.                        14-12098

    W.R. Service Corp.                         14-12099

    W.R. Service II Corp.                      14-12100

    W.R. Service V Corp.                       14-12101

    White Rose Puerto Rico, LLC                14-12102

Type of Business: Cooperative food distributor that provides
                  distribution and retail services to member
                  retailers.

Chapter 11 Petition Date: September 9, 2014

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

Judge: Hon. Kevin J. Carey

Debtors' Counsel: Mark Minuti, Esq.
                  SAUL EWING LLP
                  222 Delaware Ave, Suite 1200
                  P.O. Box 1266
                  Wilmington, DE 19899
                  Tel: 302 421-6840
                  Fax: 302 421-5873
                  Email: mminuti@saul.com

Debtors'          EPIQ SYSTEMS, INC.
Claims
Agent:

Debtors'          CARL MARKS ADVISORY GROUP LLC
Financial
and Turnaround
Advisor:

Debtors'          LAZARD MIDDLE MARKET LLC
Investment
Banker:

Debtors'          DOUGLAS A. BOOTH
Chief
Restructuring
Officer:

                                  Estimated      Estimated
                                    Assets      Liabilities
                                 -------------  -------------
AWI Delaware Inc.                $0-$50,000     $0-$50,000
White Rose Inc.                  $100MM-$500MM  $100MM-$500MM

The petitions were signed by David M. Lieb, secretary.

List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Western Family Foods Inc.             Trade Debt      $4,545,797
PO Box 4057
Portland, OR 97208-4057
Tel: 503-639-6300
Fax: 503-684-3469

Tyson Fresh Meats                     Trade Debt      $2,907,877
800 Stevens Port Drive
Dakota Dunes, SA 57049-8701
Attn: Suan Nelson/Collections
Product Claims

Kellogg Sales Company                 Trade Debt      $2,697,840
22658 Network Place
Chicago, IL 60673-1226
Tel: 269-961-2000
Fax: 269-961-9047

General Mills Sales Inc.              Trade Debt      $2,440,666
201 General Mills Blvd.
Minneapolis, MN 55426
Attn: Retail Trade
Tel: 763-545-1593
Fax: 763-764-8330

Conagra Foods Packaged                Trade Debt      $2,253,094
Foods Company
7350 World Communications Drive
Omaha, NE 68122
Attn: Misty Dittberner
Tel: 402-240-2852
Fax: 402-930-3430

Renaissance Trading Inc.             Trade Debt       $2,207,301
PO Box 811210
Boca Raton, FL 33481-1210
Tel: 201-440-2283
Fax: 212-209-7162

J M Smucker Company                  Trade Debt       $1,699,679
39198 Treasury Center
Chicago, IL 60694-9100
Tel: 888-550-9555
Fax: 330-684-6410

Nestle USA                           Trade Debt       $1,606,384
555 Nesle Way
Breiningsville, PA 18031
Attn: Karen Divietro
Tel: 610-391-7900
Fax: 610-481-9720

Kraft Foods Group Inc.               Trade Debt       $1,543,846
6 Lennon Lane
New Freedom, PA 17349
Tel: 800-421-1001
Fax: 717-227-9831

Nestle Waters North America Inc.     Trade Debt       $1,428,214
1322 Crestside Drive, Suite 100
Coppell, TX 75019
Tel: 888-747-7437
Fax: 203-863-0215

Turkey Hill LP dba Turkey Hill       Trade Debt       $1,291,454
Dairy
2601 River Road
Conestoga, PA 17516
Attn: Judy Rhodes
Tel: 717-871-2500
Fax: 717-872-4130

Clemens Food Group LLC               Trade Debt       $1,195,257
2700 Clemens Road
PO Box 902
Hatfield, PA 19440-0902
Tel: 215-368-2500
Fax: 215-362-1750

Dannon Company-PA                    Trade Debt       $1,075,518
100 Hillside Road, Third Floor
White Plains, NY 10603-2863
Tel: 914-872-8400
Fax: 914-366-2805

Mead Johnson Nutritionals            Trade Debt       $1,005,223
2400 West Lloyd Expressway
Evansville, IN 47721
Tel: 812-429-5000
Fax: 812-429-8994

Seaboard Foods, LLC                  Trade Debt         $712,309
9000 W 67th Street, Suite 200
Shawnee Mission, KS 66202
Tel: 913-722-2769
Fax: 913-261-2688

McKesson Corporation                 Trade Debt         $648,512
PO Box 848442
Dallas, TX 75284-8442
Tel: 860-721-0800
Fax: 860-721-1092

Chobani Inc.                         Trade Debt         $590,600
147 State Highway 320
Norwich, NY 13815
Tel: 607-337-1246
Fax: 607-337-1240

Bimbo Bakeries USA                   Trade Debt         $584,619
255 Business Center Drive
Horsham, PA 19044
Tel: 800-984-0989
Fax: 866-827-8140

Abbott Nutrition                     Trade Debt         $568,936
Dept. 106631
625 Cleveland Avenue
Columbus, OH 43215
Tel: 614-624-7623
Fax: 614-624-6113

Nestle Purina Petcare Company        Trade Debt         $543,946
PO Box 502430
St. Louis, MO 63150-2430
Tel: 314-982-1000
Fax: 314-982-2168

Miller Truck Leasing                 Trade Debt         $530,564
1824 RT 38
Lumberton, NJ 08048
Tel: 609-265-2990
Fax: 609-265-2513

Sanderson Farms Inc.                 Trade Debt         $501,582
127 Flynt Road
Laurel, MS 39443
Tel: 601-649-4030
Fax: 601-426-1461

Kimberly-Clark Global                Trade Debt         $498,464
Sales LLC
Chicago, IL 60695-0002
Tel: 414-721-2000
Fax: 414-721-5813

Fage USA Dairy Industry, Inc.        Trade Debt         $469,616
1 Opportunity Drive
Johnstown, NY 12095
Tel: 866-962-5912
Fax: 518-862-5918

JBS Packerland Inc.                  Trade Debt         $465,889
PO Box 23000
Green Bay, WI 54305-3000
Tel: 920-468-4000
Fax: 920-468-7140

Bunzl York Inc.                      Trade Debt         $464,052
Corporate Office
One City Place Drive, Suite 200
Saint Luis, MO 63141
Tel: 314-997-5959
Fax: 314-997-1405

H P Hood LLC                         Trade Debt         $446,921
6 Kimball Lane
Lynnfield, MA 01940
Tel: 617-887-3000
Fax: 617-887-8484

Pepsi Bottling Group                 Trade Debt         $414,688
1 Pepsi Way
Somers, NY 10589-2201
Tel: 914-767-6000
Fax: 914-767-1460

Fresh Express Incorporated           Trade Debt         $389,159
PO Box 202729
Dallas, TX 75320-2729

Great Lakes Cheese Co Inc.           Trade Debt         $380,619
17825 Great Lakes Parkway
Hiram, OH 44234-1806
Tel: 440-834-2500
Fax: 440-834-1002


ATHABASCA OIL: S&P Revises Outlook to Stable & Affirms 'CCC+' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Calgary, Alta.-based Athabasca Oil Corp. (AOC) to stable from
negative.  At the same time, Standard & Poor's affirmed its 'CCC+'
long-term corporate credit rating on the company.

"We base our decision to revise the outlook on our view that the
company's liquidity position has improved with the successful
completion of the sale of its 40% interest in the Dover oil sands
project," said Standard & Poor's credit analyst Michelle Dathorne.
"Although we continue to forecast negligible EBITDA generation and
negative funds from operations in 2014 and 2015, we believe AOC's
total sources of liquidity, bolstered by the three installment
payments totaling  C$1.05 billion to be received in 2014 and 2015,
should ensure the company maintains adequate liquidity during the
next 12-18 months," Ms. Dathorne added.

Standard & Poor's derives its 'CCC+' corporate credit rating on
AOC from these:

   -- Its "vulnerable" business risk and "highly leveraged"
      financial risk profile assessments of the company; and

   -- The application of its 'CCC' criteria in light of the
      company's limited scope of operations, low level of cash
      flow generation, and weak profitability metrics, which
      heighten the operational and financial risks associated with
      AOC's accelerated growth strategy.

AOC focuses on developing conventional oil and gas and in-situ
bitumen.  It operates two business segments: the light oil and
thermal oil divisions.

The stable outlook reflects Standard & Poor's view that AOC will
have sufficient liquidity to fund its organic growth projects
throughout S&P's outlook period.  With the company having
completed the Dover oil sands project sale, its near-term sources
of liquidity have been bolstered by an additional C$1.05 billion.

If AOC is not able to efficiently deploy its capital resources and
increase its production base as anticipated, S&P believes its
operating cash flow generation would not be sufficient to fund the
company's ambitious growth objectives.  If AOC is unable to
successfully develop its assets and increase production, S&P could
lower the rating.

S&P projects AOC's cash flow adequacy and leverage profile to
remain very weak throughout its outlook period, with fully
adjusted debt-to-EBITDA remaining above 15x, so S&P believes the
company's overall financial risk profile will not be able to
support a higher rating during this period.  If AOC achieves its
production growth targets in the 2014-2016 period, its leverage
metrics should strengthen in 2016.


ATLAS PIPELINE: S&P Affirms 'B+' ICR; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services said it revised the recovery
rating on the unsecured debt of Atlas Pipeline Partners L.P. to
'4' from '3'.  At the same time, S&P affirmed the 'B+' issuer
credit rating, as well as the 'B+' issue rating on the unsecured
debt.  The outlook is stable.

S&P considers Atlas' business risk profile to be "fair."  Its
operations have compelling drilling economics due to their
location, characterized by high utilization (about 93% to date in
2014) and strong gathering and processing volumes across the
firm's operating footprint.

"The partnership continues to grow at a rapid pace in tandem with
robust production forecasts and we expect 2014 gathering volumes
to be nearly three times greater than those of 2011," said
Standard & Poor's credit analyst Michael Ferguson.

Despite favorable drilling fundamentals, large acquisitions and
several expansions have stretched Atlas' balance sheet.  A slower-
than-anticipated build-out of assets, meaningful amounts of ethane
rejection, and the need to offload gathering volumes to third
parties has contributed to compressed margins and lower cash flow,
but S&P believes this will partially abate during the latter half
of 2014.

The stable outlook reflects S&P's expectation that Atlas' key
credit measures will stabilize over the next few years.  S&P could
raise the rating if Atlas successfully executes its 2014 growth
strategy, maintains adequate liquidity, and reduces leverage below
4x for a sustained period.  S&P could lower the rating if low
commodity prices, stagnant throughput levels, or operational
difficulties result in tight liquidity and/or debt to EBITDA over
5x through the end of 2015.


ATOSSA GENETICS: Incurs $3.19-Mil. Net Loss for Second Quarter
--------------------------------------------------------------
Atossa Genetics, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $3.19 million on $9,875 of total reveneue
for the three months ended June 30, 2014, compared to a net loss
of $2.58 million on $326,078 of total revenue for the same period
in 2013.

The Company's balance sheet at June 30, 2014, showed
$19.8 million in total assets, $1.56 million in total liabilities
and total stockholders' equity of $18.3 million.

The Company has a history of operating losses as it has focused
its efforts on raising capital and building the MASCT System.  The
report of its independent auditors issued on its consolidated
financial statements as of and for the years ended Dec. 31, 2013
and 2012 expresses 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/JVY8eP

Atossa Genetics, Inc., is a Delaware corporation with principal
executive offices located in Seattle, Washington.  Atossa is a
development-stage healthcare company.  The Company is focused on
the commercialization of cellular and molecular diagnostic risk
assessment products and related services for the detection of pre-
cancerous conditions that could lead to breast cancer, and on the
development of second-generation products and services.


BERNARD L. MADOFF: Trusts Want Picard's $10M Clawback Suit Tossed
-----------------------------------------------------------------
Law360 reported that trusts seeking to kill a $10 million clawback
suit by Madoff wind-down trustee Irving Picard have reiterated
their case for dismissal on grounds that Picard's failure to
allege bad faith dooms the suit, based on their reading of an
April ruling by Judge Jed Rakoff.  According to the report, the
latest retort disputing the text of Judge Rakoff's ruling comes
four months after the judge determined that defendants facing
clawback suits from Picard, who is handling Madoff's estate, may
move to dismiss those claims showing that he failed to plausibly
allege a lack of good faith.

                     About Bernard L. Madoff

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

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

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

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

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

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims, with the fourth
and latest batch of distributions done in May 2014.  Distributions
to eligible claimants have totaled almost $6 billion, which
includes $812.2 million in committed advances from the SIPC.  More
than 1,100 victims have already recovered the full principal they
lost in the fraud.

As of May 2014, Mr. Picard has recovered or reached agreements to
recover $9.8 billion since his appointment in December 2008.


BERNARD L. MADOFF: Investors Sue Picower Estate For $11-Bil.
------------------------------------------------------------
Law360 reported that victims of Bernard Madoff's Ponzi scheme
launched a putative securities class action in Florida federal
court seeking $11 billion in damages from the estate of Jeffry
Picower, alleging he help perpetuate and conceal the fraud.
According to the report, Pamela Goldman and A&G Goldman
Partnership argue the estate is responsible for $18 billion in
lost investments because Picower, a Madoff customer and long-time
associate, directly and indirectly controlled the scheme's
viability.  Filed in Florida district court, the complaint
contends Picower bears control person liability under Section
20(a) of the 1934 Exchange Act because he knew Bernard L. Madoff
Investment Securities LLC was operating a fraud and contributed to
its deception of investors, the report related.

The case is Pamela Goldman et al. v. Capital Growth Co. et al.,
case number 9:14-cv-81125, in the U.S. District Court for the
Southern District of Florida, West Palm Beach.

                     About Bernard L. Madoff

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

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

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

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

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

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims, with the fourth
and latest batch of distributions done in May 2014.  Distributions
to eligible claimants have totaled almost $6 billion, which
includes $812.2 million in committed advances from the SIPC.  More
than 1,100 victims have already recovered the full principal they
lost in the fraud.

As of May 2014, Mr. Picard has recovered or reached agreements to
recover $9.8 billion since his appointment in December 2008.


BILL BARRETT: Moody's Lowers Corporate Family Rating to 'B1'
------------------------------------------------------------
Moody's Investors Service downgraded Bill Barrett Corporation's
Corporate Family Rating (CFR) to B1 from Ba3 and its senior
unsecured note rating to B2 from B1. Moody's lowered the
Speculative Grade Liquidity Rating to SGL-3 from SGL-2. The
outlook is stable.

"Bill Barrett has transitioned toward a higher quality oil-
weighted production and reserve base, with investments in two
core, scalable development programs in the DJ and Uinta Basins,"
said Amol Joshi, Moody's Vice President. "At the same time, Bill
Barrett has shrunk in size while its leverage profile has
deteriorated more than expected due to debt-funded capital
expenditures, which is better reflected in a B1 CFR."

Downgrades:

Issuer: Bill Barrett Corporation

Probability of Default Rating, Downgraded to B1-PD from Ba3-PD

Speculative Grade Liquidity Rating, Lowered to SGL-3 from SGL-2

Corporate Family Rating, Downgraded to B1 from Ba3

Senior Unsecured Notes, Downgraded to B2(LGD5) from B1(LGD5)

Outlook Actions:

Issuer: Bill Barrett Corp

Outlook, Remains Stable

Ratings Rationale

The ratings downgrade reflects the company's relatively small size
and scale compared to Ba3 rated peers, limited geographic
diversification, higher leverage metrics and heightened execution
risk surrounding the development of its core oil plays. Moody's
expect the company to fund its capital program through revolver
drawings and further asset sales. Therefore, leverage could creep
higher unless the company is successful in generating high capital
efficiency and consequently low finding and development (F&D)
costs. Drilling and completion results in the DJ Basin's extended
lateral program could get encouraging, but a longer track record
is needed to demonstrate a trend of production and reserve growth
without a commensurate increase in leverage.

Bill Barrett's B1 CFR is supported by management's extensive
experience in the Rocky Mountain region, including their previous
history with Barrett Resources. The company has transitioned
toward a higher oil-weighted production and reserve base. Expected
future production growth, improving cash margins per boe from
higher liquids contribution and an active commodity hedging
strategy support cash flow generation. The company is in the
process of selling its Powder River assets to further increase its
focus in the DJ and Uinta Basins.

Bill Barrett's SGL-3 Speculative Grade Liquidity Rating reflects
its adequate liquidity profile. At June 30, 2014, Bill Barrett had
$56 million in cash and $349 million available under its $625
million borrowing base revolving credit facility. Further asset
sales could enhance Bill Barrett's liquidity; however, capital
outspending could increase with such greater liquidity. The credit
facility matures in October 2016 and is subject to a minimum
current ratio of 1.0 and a maximum leverage ratio (Debt/EBITDAX)
of 4x. Moody's expect Bill Barrett to remain in compliance with
these financial covenants. The revolving credit facility has a
secured claim on substantially all of the company's proved
reserves and other assets, limiting alternatives for raising
additional cash through asset sales without a reduction in
borrowing base.

The ratings could be considered for further downgrade if
production and reserve growth is lower than expected, the ratio of
debt to average daily production is sustained above $45,000 per
boe or retained cash flow to debt is sustained below 20%. A
positive rating action is unlikely given Bill Barrett's elevated
leverage metrics through 2015. In order to consider a ratings
upgrade, the company's production scale would need to increase to
45,000 boe per day while also reducing its debt to average daily
production to below $35,000 per boe on a sustained basis.

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.

Bill Barrett Corporation is a publicly traded independent
exploration and production company headquartered in Denver,
Colorado.


BLACKAMG L.L.C.: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Blackamg, L.L.C.
        c/o Kevin Jackson
        137 Nicole Drive
        Westerville, OH 43081

Case No.: 14-32758

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: September 8, 2014

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Janet S. Baer

Debtor's Counsel: Brian M. Graham, Esq.
                  BRIAN M. GRAHAM, ATTORNEY AT LAW
                  7634 Lakeside Drive
                  Frankfort, IL 60423
                  Tel: 312-909-3322
                  Fax: 815-464-5912
                  Email: bmgrahampack@sbcglobal.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million



The petition was signed by Kevin Jackson, manager.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb14-32758.pdf


BREF HR LLC: Incurs $20.8-Mil. Net Loss in June 30 Quarter
----------------------------------------------------------
BREF HR, LLC, filed its quarterly report on Form 10-Q, disclosing
a net loss of $20.76 million on $57.28 million of net revenues for
the three months ended June 30, 2014, compared with a net loss of
$20.03 million on $57.21 million of net revenues for the same
period last year.

The Company's balance sheet at June 30, 2014, showed
$602.08 million in total assets, $847.05 million in total
liabilities, and a stockholders' deficit of $244.97 million.

The Company incurred a loss of $44.4 million for the six months
ended June 30, 2014, and has a net members' deficit of
$245 million as of June 30, 2014.  The Amended Facility allows the
Company to accrue 'payable in kind' interest ("PIK interest"),
representing the difference between interest accruing under the
Amended Facility and the amounts paid.  The outstanding PIK
interest as of June 30, 2014 and Dec. 31, 2013 was $48.6 million
and $39.8 million, respectively.  The PIK interest outstanding as
of March 1, 2014, in the amount of $44.3 million, became due and
payable on March 1, 2014, as the operating performance of the
Company did not meet a specified debt yield threshold for the
twelve month period ended March 1, 2014.  However, the lender
entered into a Forbearance Agreement effective as of March 1,
2014, pursuant to which it agreed not to exercise any rights or
remedies with respect to the PIK interest until June 2, 2014.  The
lender entered into a Second Amendment to the Forbearance
Agreement effective as of June 2, 2014, pursuant to which it
agreed not to exercise any rights or remedies with respect to the
PIK interest until July 28, 2014.  The lender entered into a Third
Amendment to the Forbearance Agreement effective as of July 28,
2014, pursuant to which it agreed not to exercise any rights or
remedies with respect to the PIK interest until Aug. 11, 2014.
The lender entered into a Fourth Amendment to the Forbearance
Agreement effective as of Aug. 11, 2014, pursuant to which it
agreed not to exercise any rights or remedies with respect to the
PIK interest until Aug. 25, 2014.  Currently, the Company does not
have sufficient funds to satisfy a demand for the PIK interest
payment on Aug. 25, 2014.  The Company is currently assessing its
options to satisfy the PIK interest payment obligation, including,
but not limited to, negotiating a waiver of this requirement from
the lender, selling off a portion of existing collateral or
attempting to obtain borrowings from other sources.  The Company's
ability to continue as a going concern is dependent upon its
ability to restructure its indebtedness, obtain alternative
financing on acceptable terms, obtain approval from the lender to
use available cash reserves to satisfy a portion of this potential
obligation, or a combination thereof.  However, there is no
certainty on the outcome. We have placed mortgages on our hotel
casino property to secure our indebtedness.  In the event the PIK
interest is not paid on Aug. 25, 2014, among other lesser
remedies, the lender may declare all unpaid principal and accrued
interest, totaling $987.8 million, under the Amended Facility due
and payable immediately, in which case, under present
circumstances, the Company would not have sufficient funds or
other sources of liquidity to pay all such amounts.  If this
occurs, our business and results of operations would be materially
adversely affected.  The Company is currently in discussions with
the lender but as of the date of the filing the outcome remains
uncertain.  These uncertainties 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/bUTUoX

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


BRIGHT MOUNTAIN: Posts $405K Net Loss in Q2 Ended June 30
---------------------------------------------------------
Bright Mountain Acquisition Corporation filed its quarterly report
on Form 10-Q, disclosing a net loss of $405,311 on $251,793 of
total revenue for the three months ended June 30, 2014, compared
with a net loss of $417,699 on $103,146 of total revenue for the
same period in 2013.

The Company's balance sheet at June 30, 2014, showed $1.53 million
in total assets, $179,455 in total liabilities, and stockholders'
equity of $1.35 million.

The Company sustained a net loss attributable to common
shareholders of $775,191 and used cash in operating activities of
$876,129 for the six months ended June 30, 2014.  The Company had
an accumulated deficit of $3.74 million at June 30, 2014.  These
factors raise substantial doubt about the ability of the Company
to continue as a going concern for a reasonable period of time,
according to the regulatory filing.

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

                       http://is.gd/23Tvw8

Bright Mountain Acquisition Corp. engages in the developing of a
personal website portal.  It owns and manages websites which are
customized to provide its niche users, including military, law
enforcement and first responders with information and news that is
of interest to them.  The company sells various products through
its website and third party portals such as Amazon.com and
Ebay.com.  The company was founded on May 20, 2010 and is
headquartered in Boca Raton, FL.


CAPSTONE MINING: Moody's Assigns 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned Capstone Mining Corp. a B1
Corporate Family Rating (CFR), B1-PD Probability of Default Rating
and SGL-2 Speculative Grade Liquidity Rating. Moody's also
assigned a B2, LGD5 senior unsecured rating to Capstone's proposed
$300 million notes issue, due 2022. The rating outlook is stable.
This is the first time Moody's has rated Capstone.

Assignments:

Issuer: Capstone Mining Corp.

Corporate Family Rating, Assigned B1

Probability of Default Rating, Assigned B1-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD5)

Outlook, Assigned Stable

Ratings Rationale

Capstone's B1 CFR is driven by its modest scale and reserve life
(about 10 years), limited mine and product diversity (three
operating copper mines), approximate mid-point positioning on the
global copper cost curve (about $2/lb) and the residual execution
risk in stabilizing and optimizing operations at the recently-
restarted Pinto Valley mine, which Capstone acquired last year and
which more than doubled its size. The rating also reflects Moody's
view that Capstone's leverage (adjusted Debt/EBITDA) will remain
under 3x through 2015 and incorporates uncertainties associated
with Capstone's capital spending plans post-2015 should the
company move forward with developing its 70%-owned $1.7 billion
Santo Domingo copper project in Chile. In addition to its
conservative financial policies, the rating benefits from
Capstone's operations in stable jurisdictions (Pinto Valley in the
US, Minto in Canada and Cozamin in Mexico), good liquidity, and
Moody's expectations of continued strong operating performance
based on Capstone's favorable track record.

Capstone plans to use proceeds from its proposed $300 million
notes issue to repay borrowings of $310 million under its existing
credit facilities (used to help finance the $650 million purchase
of Pinto Valley from BHP Billiton in 2013). Capstone will also
arrange a new $300 million secured revolving credit facility
(unrated) as part of the transaction. The notes have been rated
one level below the CFR to reflect their contractual subordination
to potential usage under the revolver.

Capstone's liquidity is good (SGL-2), represented by $128 million
of pro-forma cash as of June 30, 2014, about $280 million
available under its new $300 million revolver and Moody's
expectation that the company will largely be free cash flow
breakeven between July 1, 2014 and the end of 2015. Moody's
expects Capstone will maintain cushion in excess of 25% on its
tightest bank facility covenant while its non-producing Santo
Domingo and Kutcho assets could provide a means to raise funds in
a distress scenario.

The stable outlook reflects Moody's expectation that Capstone will
maintain relatively stable annual copper-equivalent production of
between 200 million and 225 million pounds, costs of about $2/lb
of copper and leverage under 3x over the next 12-18 months.

Capstone's CFR could be upgraded if it is able to materially
increase its scale and diversity at least maintaining average
production costs while sustaining leverage below 2x.

Capstone's CFR could be downgraded if the company experiences
operating difficulties that materially impairs Moody's cash flow
expectations or if Moody's expects the company's leverage would be
sustained over 4x.

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.

Capstone is a Canadian mining company that predominantly mines
copper with some zinc, lead, molybdenum, and precious metals. The
company operates the Pinto Valley mine in the US, which it
acquired in late 2013, the Cozamin mine in Mexico and the Minto
mine in Canada. The company also owns two development projects,
namely Santo Domingo (70% ownership), a $1.7 billion copper-gold-
iron development project located in Chile and the Kutcho project
in Canada, which the company plans to divest. Capstone's pro-forma
revenue for the twelve months ending June 30, 2014 was about $650
million.


CARDAX INC: Incurs $2.02-Mil. Net Loss for Second Quarter
---------------------------------------------------------
Cardax, Inc., filed its quarterly report on Form 10-Q, disclosing
a net loss of $2.02 million on $nil of revenues for the three
months ended June 30, 2014, compared with a net loss of $907,229
on $nil of revenues for the same period last year.

The Company's balance sheet at June 30, 2014, showed
$3.46 million in total assets, $4.66 million in total liabilities,
and a stockholders' deficit of $1.2 million.

The Company incurred a net loss of $13.31 million for the six-
month period ended June 30, 2014 and a net loss of $1.5 million
for the six-month period ended June 30, 2013.  As a result of
these and other factors, the Company's independent registered
public accounting firm has included an explanatory paragraph in
their audited consolidated financial statements and footnotes in
the current report on Form 8-K filed Feb. 10, 2014 as to the
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/hfTgHM

Cardax Inc., formerly Koffee Korner Inc., is engaged in developing
products utilizing astaxanthin, a naturally occurring compound
demonstrated to reduce inflammation, at its source, without the
harmful side effects of current anti-inflammatory treatments. The
Company's protect compositions of matter, pharmaceutical
compositions, and pharmaceutical uses of astaxanthin and related
products in key disease areas


CELANESE US: S&P Rates EUR300MM Sr. Unsec. Notes Due 2019 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue rating
and '3' recovery rating to Irving, Texas-based Celanese US
Holdings LLC's proposed EUR300 million senior unsecured notes due
2019.  The '3' recovery rating indicates S&P's expectation of
meaningful recovery (50% to 70%) in the event of payment default.
In addition, S&P also assigned its 'BBB' issue rating and '1'
recovery rating to the company's proposed credit facilities.  The
proposed credit facilities consist of a $900 million revolving
facility, a $728 million extended term loan C, and a EUR178
million extended term loan C.  The proposed refinancing of its
credit facilities is highlighted by an upsize to its undrawn $600
million revolving credit facility to up to $900 million and an
extension of the maturity dates of the revolving facility and
senior secured term loans to Oct. 31, 2018.  The '1' recovery
rating indicates S&P's expectation of very high recovery (90% to
100%) in the event of payment default.

The existing ratings on Celanese, including the 'BB+' long-term
corporate credit rating, are unchanged.  The outlook is stable.

S&P expects Celanese to use the proceeds of the note offering for
general corporate purposes, including to fund the redemption of
its $600 million 6.625% senior unsecured notes due 2018.

Standard & Poor's ratings on Celanese US Holdings LLC reflect its
assessment of the company's "satisfactory" business risk profile,
based on its good position in the global acetyl intermediates
market as well as its steady expansion into more downstream,
higher-margin specialty products.  The ratings also reflect S&P's
assessment of its "significant" financial risk profile, which is
characterized by an adjusted debt balance of roughly $3.7 billion
and a net debt to EBITDA ratio exceeding 3x, though this is
supported by the company's healthy cash flow generation.

Ratings List

Celanese US Holdings LLC
CNA Holdings LLC
Corporate Credit Rating                           BB+/Stable/--

New Ratings
Celanese US Holdings LLC
Celanese Americas LLC
Senior Secured Credit Facilities Due 2018         BBB
  Recovery Rating                                  1

Celanese US Holdings LLC
EUR300 Mil Senior Unsecured Notes Due 2019          BB+
  Recovery Rating                                  3


CENGAGE LEARNING: NY State Withdraws $1.9M Claim
------------------------------------------------
Law360 reported that the New York State Department of Taxation and
Finance has withdrawn a $1.9 million proof of claim it had lodged
in textbook publisher Cengage Learning Inc.'s Chapter 11
bankruptcy case, a state tax representative told a federal
bankruptcy court.  According to the report, the department
withdrew the claim, referred to as the fifth amended pre-petition
proof, saying it was the last of its pre-petition proof of claims
still surviving in the case.

                       About Cengage Learning

Stamford, Connecticut-based Cengage Learning --
http://www.cengage.com/-- provides innovative teaching, learning
and research solutions for the academic, professional and library
markets worldwide.  Cengage Learning's brands include
Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South
Western and Wadsworth, among others.  Apax Partners LLP bought
Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion
transaction.  The acquisition was funded in part with $5.6 billion
in new debt financing.

Cengage Learning Inc. filed a petition for Chapter 11
reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2,
2013, in Brooklyn, New York, after signing an agreement where
holders of $2 billion in first-lien debt agree to support a
reorganization plan.  The plan will eliminate more than $4 billion
of $5.8 billion in debt.

First-lien lenders who signed the so-called plan-support agreement
include funds affiliated with BlackRock Inc., Franklin Mutual
Adviser LLC, KKR & Co. and Oaktree Capital Management LP.  Second-
lien creditors and holders of unsecured notes aren't part of the
agreement.

The Debtors have tapped Kirkland & Ellis LLP's Jonathan S. Henes,
Esq., Christopher J. Marcus, Esq., and Christopher T. Greco, Esq.,
and Ross M. Kwasteniet, Esq., as bankruptcy counsel; Lazard
Freres & CO. LLC as financial advisor; Alvarez & Marsal North
America, LLC, as restructuring advisor; and Donlin, Recano &
Company, Inc., as claims and notice agent.

Arent Fox's Andrew I. Silfen, Esq., represents the statutory
committee of unsecured creditors.

Milbank, Tweed, Hadley & McCloy LLP's Gregory Bray, Esq., and
Lauren Cohen, Esq., represent the ad hoc group of holders of
certain first lien claims.

Davis Polk & Wardwell LLP's Damian S. Sohaible, Esq., and Darren
S. Klein, Esq., represent the agent under the First Lien Credit
Agreement.

Katten Muchin Rosenman LLP's Karen Dine, Esq., and David Crichlow,
Esq., represent the Indenture Trustee for the First Lien
Noteholders.

Akin Gump Strauss Hauer Feld LLP's Ira Dizengoff, Esq., and Ropes
& Gray LLP's Mark R. Somerstein, Esq., argue for CSC Trust Company
of Delaware as Second Lien Trustee.

Loeb & Loeb LLP's Walter H. Curchack, Esq., represents the
Indenture Trustee for the Senior PIK Notes.

Kilpatrick Townsend's Todd Meyers, Esq., represents the Indenture
Trustee for the Senior Unsecured Notes.

Jones Day's Lisa Laukitis, Esq., is counsel to Centerbridge
Partners LP.

Simpson Thacher & Bartlett LLP's Peter Pantaleo, Esq., represents
Apax Partners LP.

Cengage Learning, Inc.'s Amended Joint Plan of Reorganization
became effective as of March 31, 2014, according to a notice filed
with the Bankruptcy Court.  The Amended Plan was confirmed by
Judge Elizabeth S. Stong in an order dated March 14.


CERULEAN PHARMA: Reports $7.4-Mil. Net Loss for June 30 Quarter
---------------------------------------------------------------
Cerulean Pharma Inc. filed its quarterly report on Form 10-Q,
disclosing a net loss of $7.4 million on $33,000 of revenue for
the three months ended June 30, 2014, compared with a net loss of
$4.89 million on $nil of revenue for the same period in 2013.

The Company's balance sheet at June 30, 2014, showed
$65.7 million in total assets, $7.93 million in total liabilities,
and stockholders' equity of $57.81 million.

Although the Company successfully completed and received the net
proceeds from its recently completed initial public offering, or
IPO, given its planned expenditures for the next several years,
including, without limitation, expenditures in connection with the
Company's clinical trials of CRLX101, its independent registered
public accounting firm may conclude, in connection with the
preparation of the Company's financial statements for fiscal year
2014 or any other subsequent period that there is substantial
doubt regarding its ability to continue as a going concern,
according to the regulatory filing.

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

                       http://is.gd/wx8DV8

Cerulean Pharma, Inc., is a clinical-stage biopharmaceutical
company. It specializes in the design and development of
nanopharmaceuticals.  Cerulean's nanopharmaceuticals are drug-
containing nanoparticles designed and optimized to enhance
therapeutic agents, ranging from small molecules to therapeutic
peptides and RNAi molecules.  The company was founded by Alan L.
Crane and Ram Sasisekharn on Nov. 28, 2005 and is headquartered in
Cambridge, MA.


CHARLES EDWARD TAYLOR: Judgment Against Caiarelli et al Reversed
----------------------------------------------------------------
Patricia Caiarelli and her attorneys, Madeline Gauthier and
Charles A. Kimbrough, appeal from a Contempt Order, Damages Order,
and Judgment that the bankruptcy court entered against them in
Caiarelli's adversary proceedings against Debtor Charles Edward
Taylor, II.  District Judge Robert M. Dow, Jr., reversed the
bankruptcy court's orders and judgment pursuant to an August 29
Memorandum Opinion and Order available at
http://tinyurl.com/nvbkjoafrom Leagle.com.

Charles Taylor filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No. 12-16471) on April 23, 2012.


CHINA JO-JO: Incurs $347K Net Loss in June 30 Quarter
-----------------------------------------------------
China Jo-Jo Drugstores, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $347,437 on $16.46 million of net
revenues for the three months ended June 30, 2014, compared with a
net loss of $787,759 on $15.34 million of net revenues for the
same period last year.

The Company's balance sheet at June 30, 2014, showed $43 million
in total assets, $28.87 million in total liabilities, and
stockholders' equity of $14.14 million.

The Company's ability to continue as a going concern depends upon
aligning its sources of funding (debt and equity) with its
expenditure requirements and repayment of the short-term debts as
and when they become due.

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

                        http://is.gd/jtXStn

                    About China Jo-Jo Drugstores

China Jo-Jo Drugstores, Inc., through its subsidiaries and
contractually controlled affiliates, is a retailer and wholesale
distributor of pharmaceutical and other healthcare products in the
People's Republic of China.  As of September 30, 2013, the Company
had 51 retail pharmacies throughout Zhejiang Province and
Shanghai.


CLEAR CHANNEL: Moody's Rates $750MM Priority Guarantee Notes Caa1
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Clear Channel
Communications, Inc.'s proposed $750 million Priority Guarantee
Notes (PGN) maturing in 2022. Clear Channel's corporate family
rating (CFR) is unchanged at Caa2. The outlook remains stable.

Moody's rate the proposed PGN (which is expected to have terms
that are similar to the 2021 PGN), existing PGNs due in 2019 and
2021, and the bank credit facility the same to reflect the senior
secured position in the capital structure. There are differences
in the security package including a Collateral Sharing Agreement
that the PGN which matures in 2019 benefits from that the PGNs
maturing in 2021 and 2022 do not. The difference in the security
package leads to different point estimates in Moody's LGD
methodology between the PGN classes. None of the PGNs will have
financial covenants while the credit facilities have financial
covenants that cause the point estimates for the credit facilities
to be slightly better than all the PGNs.

The proposed notes will be used to refinance $741 million of the
$1.9 billion in term loan B & Cs that mature in January 2016 and
are the last significant outstanding debt of its 2016 maturity
wall. The only other debt that matures in 2016 is the $250 million
of legacy senior notes due in December. A repayment of the $250
million 2016 legacy notes would trigger the equal and ratable
clause that would cause the remaining legacy notes due in 2018 and
2027 to be secured and eliminate the limitations on principal
property contained in the legacy notes indenture.

The maturity extension of its capital structure provides the
company with additional time to improve revenue, EBITDA, and free
cash flow levels. However, as in past maturity extensions, the
interest rate will be materially higher than the existing term
loans and will lead to almost $40 million in higher interest
expense depending on the final coupon rate. The weighted average
interest rate has increased to 7.9% as of Q2 2014 from 6.3% at Q4
2009.

Clear Channel Communications, Inc

  $750 million Priority Guarantee Notes due 2022, Assigned a Caa1
  LGD-2 rating

  Corporate Family Rating, unchanged at Caa2

  Probability of Default Rating, unchanged at Caa3-PD

  Outlook, unchanged at Stable

  SGL-3 unchanged

Ratings Rationale

Clear Channel's Caa2 corporate family rating (CFR) reflects the
very high leverage levels of 12.3x on a consolidated basis as of
Q2 2014 (excluding Moody's standard lease adjustments), negative
free cash flow, and interest coverage of 1.1x which will be
further pressured by higher interest rates from refinancing or
extensions of its remaining 2016 debt maturities. While the
extension and exchange of a substantial amount of debt in 2013 and
2014 is positive, the increase in interest rates will leave the
company more vulnerable to a slowdown in the economy given the
heightened sensitivity that its radio and outdoor businesses have
to consumer ad spending. The combination of higher interest rates
and lower EBITDA in the event of a future economic downturn could
materially impair its interest coverage and liquidity position. In
addition, there are secular pressures on its terrestrial radio
business that could weigh on results as competition for
advertising dollars and listeners are expected to increase going
forward. Also incorporated in the rating, is the expectation that
leverage will remain high over the rating horizon compared to the
underlying asset value of the firm.

In 2013 and 2014, Clear Channel completed several debt issues that
reduced its 2016 debt maturity wall from $10.1 billion in 2012 to
$1.4 billion (pro-forma for the proposed PGN notes and the recent
redemption of the 2016 LBO notes). The substantial progress
refinancing or extending its balance sheet leaves the company with
manageable debt maturities over the next three years. Despite the
company's highly leveraged balance sheet, Clear Channel possesses
significant share, geographic diversity and leading market
positions in most of the 150 markets in which the company
operates. The credit also benefits from its 88% ownership stake in
Clear Channel Outdoor (CCO) which is one of the largest outdoor
media companies in the world, although it is not a guarantor to
Clear Channel's debt. Its outdoor assets generate attractive
EBITDA margins, good free cash flow, and will benefit from digital
billboards that offer higher revenue and EBITDA margins than
static billboards. The company has devoted considerable resources
to growing national ad sales in radio and outdoor, so recent
weakness experienced in its Americas Outdoor national business is
a concern. However, Moody's believe the company will be able to
improve national results in this segment going forward. Moody's
expects that leverage will remain high over the next several years
and the company will remain poorly positioned to withstand another
economic downturn or any material weakness in terrestrial radio in
the future.

The SGL-3 liquidity rating reflects the company's adequate
liquidity profile. Clear Channel benefits from its $798 million
cash balance as of Q2 2014 (which includes $226 million held at
CCO) and the absence of material near-term debt maturities pro-
forma for the proposed transaction. While Moody's expect free cash
flow to be negative in 2014, the company could reduce its capex if
necessary ($300 million in capex is expected in 2014) and has
additional liquidity options if needed. Through its unrestricted
subsidiaries, the company is expected to own approximately $423
million of 2021 senior notes that could be sold to raise liquidity
if needed ($227 million were sold in Q1 2014 to boost liquidity).
Given the size and diverse range of assets as well as the
flexibility of its debt agreements, there are a wide range of
other levers the company can exercise to generate added liquidity.
The company has sold non-consolidated equity positions ($221
million was generated in Q1 2014 from the sale of a 50% ownership
position in Australian Radio Network) and is expected to consider
selling other non-consolidated ownership positions going forward.
Other options include selling shares of CCO or other radio and
outdoor assets. While a sale of domestic radio assets would likely
increase leverage given the multiples that radio assets trade for,
it would still be a source of liquidity if conditions warranted.
The company is working to improve the working capital efficiency
of the firm that could also help its liquidity.

Clear Channel also has a Corporate Services Agreement with CCO
that allows for free cash flow generated at CCO to be up streamed
to Clear Channel. There is a revolving promissory note due from
Clear Channel to CCO in the amount of $950 million as of Q2 2014;
however, a settlement with some CCO shareholders in 2013 has led
to partial repayments of the loan. Partial repayments of the loan
lead to special dividends being paid out in the same amount and
Clear Channel receives its share of the proceeds in line with its
ownership percentage of CCO. In August 2014, $175 million of the
note was repaid and a dividend was paid out to CCO's stockholders
with Clear Channel receiving 88% of the dividend and public
shareholders in CCO receiving the remaining 12%. While still a
source of liquidity for Clear Channel, the settlement reduces the
attractiveness of the revolving promissory note and increases the
odds that balances of approximately $1 billion could lead to an
additional repayment with 12% of the repayment being paid out to
CCO's public shareholders.

Clear Channel's $535 million ABL revolver matures in December
2017, but the maturity date will change to October 31, 2015 if
greater than $500 million of the term loan B & C facilities are
outstanding one day prior to that date. There is no balance
outstanding on the facility as of Q2 2014. Clear Channel has a
substantial cushion under its secured leverage covenant of 9x as
of Q2 2014 (which excludes the senior notes at Clear Channel
Worldwide Holdings, Inc). The covenant level steps down to 8.75x
at the end of December 2014 and the current secured leverage
metric defined by the terms of the credit agreement, is calculated
net of cash, at 6.4x as of Q2 2014. This represents a cushion of
27% even after covenant levels step down to 8.75x. The company
also has the ability to buy back its term loans through a Dutch
auction.

The stable outlook reflects Moody's expectation for modest revenue
and EBITDA growth in the low single digits in 2014 which will
allow Clear Channel to delever modestly to 12x (excluding Moody's
standard lease adjustments) by the end of the year. The near term
maturity schedule is manageable despite negative free cash flow
given the liquidity options available to a firm of this size so
Moody's don't foresee any liquidity issues for the company over
the next year barring a material decline in the economy or a
dramatic secular change in the radio industry.

A sustained improvement in revenue and EBITDA that led to a
reduction in leverage to under 10.5x with improved enterprise
values could lead to an upgrade. Free cash flow would have to be
positive with a free cash flow to debt ratio of at least 1.5%.
Confidence that any pending debt maturities would be met would
also be required.

The rating could be lowered if EBITDA were to materially decline
due to economic weakness or if secular pressures in the radio
industry escalate so that leverage increases back above 13x.
Ratings would also be lowered if a default or debt restructuring
is imminent due to inability to extend or refinance material
amounts debt. A deterioration in its liquidity position could also
lead to negative rating pressure.

The principal methodology used in this rating was the 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.

Clear Channel Communications, Inc. with its headquarters in San
Antonio, Texas, is a global media and entertainment company
specializing in mobile and on-demand entertainment and information
services for local communities and advertisers. The company's
businesses include digital music, radio broadcasting and outdoor
displays (via the company's 88% ownership of Clear Channel Outdoor
Holdings Inc. ("CCO")). Clear Channel's consolidated revenue for
the LTM period ending Q2 2014 was approximately $6.3 billion.


CLINICA DE MANEJO: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Clinica de Manejo Del Dolor Dr. Crawford W. Long, C.S.P.
        PO Box 1869
        Aibonito, PR 00705

Case No.: 14-07397

Nature of Business: Health Care

Chapter 11 Petition Date: September 8, 2014

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Mary Ann Gandia, Esq.
                  GANDIA-FABIAN LAW OFFICE
                  PO BOX 270251
                  San Juan, PR 00927
                  Tel: 7873907111
                  Fax: 787763-8212
                  Email: gandialaw@gmail.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Eduardo Ibarra Ortega, president.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-07397.pdf


CLOUDEEVA INC: Appeals Dismissal of Bankruptcy Case
---------------------------------------------------
Cloudeeva, Inc., et al., filed an appeal from the order entered by
the Hon. Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey on Aug. 22, 2014, dismissing their Chapter
11 cases.

As reported by the TCR on Aug. 25, 2014, Bartronics Asia PTE Ltd.
sought the dismissal, claiming that the cases were not filed in
good faith.  On Aug. 15, 2014, the Debtors responded, saying that
BAPL sought the appointment of a Chapter 11 trustee or the
dismissal of the Chapter 11 cases based on allegations of fraud,
dishonesty and mismanagement, none of which are supported by
competent evidence and all of which are unrelated to the operation
of the Debtors' business.  The Debtors denied the allegations.

                       About Cloudeeva, Inc.

Cloudeeva, Inc., a public company previously known as Systems
America, Inc., is a global cloud services and technology solutions
company specializing in cloud, big data and mobility solutions and
services.  The company provides information technology staffing
services to major clients and third party vendors in the United
States and India.  The company headquarters are in East Windsor,
New Jersey, with regional offices in California, Illinois and
international offices in India.

Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New
Jersey, on July 21, 2014.

Cloudeeva estimated assets of at least $10 million and debt of
less than $10 million.  The company said only $209,000 is owing to
its lender Prestige Capital Corp. and more than $5.2 million is
owed for trade vendor payables.

The cases are assigned to Judge Kathryn C. Ferguson.  The Debtors
are seeking joint administration of their Chapter 11 cases for
procedural purposes.

The Debtors have tapped Lowenstein Sandler LLP as counsel, and
Kurtzman Carson Consultants LLC as claims and noticing agent.

According to the docket, the Debtors' exclusive right to file a
plan expires on Nov. 18, 2014.  The Court granted the Debtors an
extension until Aug. 20, 2014 of time to file schedules of assets
and liabilities, and statements of financial affairs.


DYNACAST INT'L: Moody's Affirms 'B2' Corp. Family Rating
--------------------------------------------------------
Moody's Investors Service, affirmed all ratings of Dynacast
International LLC, including the B2 Corporate Family Rating
("CFR"). Concurrently, Moody's assigned a Ba2 rating to the
upsized $82.5 million Senior Secured Term Loan (from $32.5
million) due 2017 (extended from 2016) and $50 million Senior
Secured Revolving Credit Facility due 2017 (extended from 2016).

The existing term loan facility was amended on August 28, 2014 to
accommodate the $50 million add-on. Proceeds from the add-on $50
million term loan together with cash on hand will be used to fund
the $55 million purchase price for Kinetics Climax Inc.
("Kinetics"), a metal injection molding company, which will become
a wholly owned subsidiary of Dynacast. The acquisition is expected
to close on or about September 30, 2014.

Ratings Affirmed:

  Corporate Family, B2;

  Probability of Default, B2-PD;

  $350 million Senior Secured Bond/Debenture due 2019, B2 (LGD3);

  Speculative Grade Liquidity Rating at SGL-3.

Ratings Assigned:

  $50 million Senior Secured Revolving Credit Facility due 2017,
  Ba2 (LGD1);

  $82.5 million Senior Secured Term Loan due 2017, Ba2 (LGD1)

Rating Withdrawn:

  $50 million Senior Secured Revolving Credit Facility due 2016,
  Ba2 (LGD1);

  $50 million ($32.5 million outstanding) Senior Secured Term
  Loan due 2016, Ba2 (LGD1)

The ratings outlook is stable.

Ratings Rationale

The affirmation of Dynacast's B2 CFR and B2-PD PDR considers the
additional debt being used to fund the acquisition of Kinetics.
Although the acquisition will be debt funded, EBITDA from the
acquisition leads to pro forma Debt / EBITDA increasing only
slightly to 4.8 times from its reported leverage of 4.7 times for
the LTM period ended June 30, 2014.

Kinetic's business profile, particularly in the automotive and
medical end-markets, should complement Dynacast's expansion into
the metal injection molding business. The ratings consider the
company's still elevated leverage and the highly competitive
business environment and the expectation of only slow delevering.
These factors are balanced against EBITDA to interest coverage of
over 2.0 times and positive free cash flow.

The company has good geographic diversity with revenue relatively
balanced among customers in North America, Asia, and Europe. End
markets are also diverse but with significant concentration in
automotive and consumer electronics. In general, Moody's expect
the company's credit metrics to improve slowly and therefore
create upwards rating pressure over the intermediate term. Debt to
EBITDA is anticipated to remain between 4 times and 4.5 times over
the next year.

Although a ratings upgrade is not anticipated over the near term,
positive ratings traction would be supported by EBITDA to interest
coverage above 3.5 times and leverage under 3.75 times, both on a
sustained and improving basis, in conjunction with strengthening
in other related metrics.

A meaningful weakening of its EBITDA margins could pressure the
rating. Moreover, debt to EBITDA above 5.5 times, or a decline in
EBITDA to interest coverage to below 2.0 times could also pressure
the rating.

The stable ratings outlook reflects the expectation for revenue
and EBITDA growth that should result in improving coverage and
leverage metrics. The outlook could come under pressure if sales
or margins contract, or if its liquidity weakens. The company's
European operations have been weak and although recently
improving, if these were to weaken, they could pressure the rating
or the outlook.

The principal methodology used in this rating was Global
Manufacturing Companies published in July 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.

Dynacast, headquartered in Charlotte, North Carolina, is a global
manufacturer of small engineered precision die cast components.
Dynacast revenues, excluding Kinetics, for the LTM period ended
June 30, 2014 were approximately $606 million. The company is
owned by affiliates of Kenner & Company Inc.


E-WORLD USA: Reports $1.31-Mil. Net Income in Q2 Ended June 30
--------------------------------------------------------------
E-World USA Holding, Inc., filed its quarterly report on Form 10-
Q, disclosing a net income of $1.31 million on $2.23 million of
total revenues for the three months ended June 30, 2014, compared
to a net income of $159,852 on $662,268 of total revenues for the
same period last year.

The Company's balance sheet at June 30, 2014, showed $6.18 million
in total assets, $10.97 million in total liabilities and a
stockholders' deficit of $4.79 million.

According to the regulatory filing, there is substantial doubt
about the Company's ability to continue as a going concern as a
result of its negative working capital and if the company is
unable to generate significant revenue or secure financing it may
be required to cease or curtail its operations.

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

                       http://is.gd/xl1wpk

E-World USA Holding, Inc. provides nutritional supplements that
are sold to a network of independent business consultants or
direct sales agents.  The Company is based in El Monte,
California.


ENDEAVOUR INTERNATIONAL: Steelhead Lowers Equity Stake to 6.8%
--------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Steelhead Partners, LLC, and its affiliates
disclosed that as of Sept. 3, 2014, they beneficially owned
3,432,500 shares of common stock of Endeavour International
Corporation representing 6.8 percent of the shares outstanding.
The reporting persons previously owned 6,245,784 common shares or
13.2 equity stake at Dec. 31, 2013.  A copy of the regulatory
filing is available for free at http://is.gd/BffRfD

                    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.


ENPRO INDUSTRIES: S&P Assigns 'BB-' CCR on Refinancing
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to EnPro Industries Inc.  The outlook is stable.

At the same time, S&P assigned its 'BB-' issue rating and '4'
recovery rating to EnPro's proposed $300 million senior unsecured
notes due 2022.  The '4' recovery rating indicates S&P's
expectation for average recovery (30%-50%) in a payment default
scenario.  The company will use the proceeds of the debt issuance
to refinance existing debt and fund transaction fees and expenses
and other general corporate purposes.

The ratings reflect S&P's assessment of EnPro's position as a
manufacturer of sealing, engineered, and power system products for
the processing and general manufacturing industries.  Most of its
end markets are correlated to general industrial production and
are highly cyclical.  It has some concentration in truck and auto
markets.  Although it has leading market positions (number 1 or 2)
in products that generate about half of its revenues, it competes
with larger, better capitalized companies such as Parker-Hannifin,
Caterpillar, and Eaton.  EnPro's good geographic diversity and
good proportion of aftermarket revenues somewhat offset these
weaknesses, and supports S&P's assessment of EnPro's business risk
profile as "fair."

The customized, highly engineered nature of EnPro's products
result in high switching costs for customers and support EnPro's
mid-teen EBITDA margin.  In 2010, EnPro's subsidiary GST LLC filed
for protection under Chapter 11 bankruptcy due to the costs of
defending and resolving asbestos claims.

S&P's base case assumes these:

   -- Organic revenue growth in the in the low single digits,
      underpinned by S&P's expectations for modest GDP growth in
      the U.S. and Europe;

   -- EBITDA margins in the mid-teen percentage area;

   -- Moderate capital expenditures of about 3%-5% of sales, given
      the EBITDA margin;

   -- Modest bolt-on acquisitions; and

   -- GST continues to operate on a stand-alone basis.

Based on these assumptions, S&P arrives at these credit measures,
which support its financial risk assessment of "aggressive":

   -- Debt to EBITDA of about 4x through 2015, and
   -- Funds from operations (FFO) to debt of about 15% through
      2015.

S&P expects leverage to gradually decline, which should provide
the company with some cushion in the event of a downturn.


ESSAR STEEL: S&P Withdraws Preliminary 'CCC-' CCR
-------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its preliminary 'CCC-' corporate credit rating, on Essar Steel
Minnesota LLC at the company's request.  It is S&P's understanding
that the company conducted a special mandatory redemption of all
of the rated notes at redemption prices equal to 100% of the
aggregate principal amount of the notes plus accrued and unpaid
interest.


EXIDE TECHNOLOGIES: Seeks Approval of Deal with TCEQ, EPA
---------------------------------------------------------
BankruptcyData reported that Exide Technologies filed with the
U.S. Bankruptcy Court a mediation stipulation among the Debtor,
the Texas Commission on Environmental Quality, the City of Frisco
and the United States Department of Justice on behalf of the
Environmental Protection Agency.

According to BData, the motion states that the parties agreed to
participate in mediation to resolve their outstanding disputes,
and agreed that the Honorable Tony M. Davis, United States
Bankruptcy Court Judge for the Western District of Texas, will be
the mediator, and mediation sessions will be conducted in Austin,
Texas, on October 16 and 17, 2014.  The parties further agreed
that all (a) discussions including discussions with or in the
presence of the Mediator, concerning the mediation, (b) any
mediation statements, documents, or information provided to the
Mediator or the Mediation Parties in the course of the mediation,
and (c) any correspondence, draft statements, offers and
counteroffers produced in connection with the mediation will (i)
be strictly confidential and not subject to discovery and (ii)
will not be admissible in any judicial or administrative
proceeding, BData related.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick and Company Inc. as public relations consultant
and GCG as claims agent.  Schnader Harrison Segal & Lewis LLP was
tapped as special counsel.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors.  Geosyntec Consultants was
tapped as environmental consultants to the Committee.

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.


FARMVILLE GROUP: Court Won't Reinstate Matthews Suit v. HSBC
------------------------------------------------------------
District Judge Leonie M. Brinkema in Alexandria, Virginia, denied
the request of the plaintiff to vacate the Order dismissing, with
prejudice, the lawsuit captioned as, ALEXANDER OTIS MATTHEWS,
Plaintiff v. HSBC BANK USA, NATIONAL ASSOCIATION, et al.,
Defendants, NO. 1:14CV00810 (LMB/TRJ) (E.D. Va. on May 14, 2014).

Matthews, suing in "his personal capacity as sole and managing
member for Farmville Group LLC," brought this action in the
Circuit Court for Fairfax County against defendants HSBC Bank USA,
National Association ("HSBC"), America's Servicing Company
("ASC"), and Professional Foreclosure Corporation of Virginia
("PFC"), asserting that they wrongfully foreclosed on a Dunn
Loring, Virginia property owned by debtor Farmville Group.
Plaintiff seeks more than $2 million in damages.  The Defendants
removed the action to the District Court on June 26, 2014.
Plaintiff alleges violations of the Fair Debt Collection Practices
Act ("FDCPA") 15 U.S.C. Sec. 1962 et seq., the automatic stay
provision of the Bankruptcy Code, 11 U.S.C. Sec. 362, common law
negligence, and violations of his First and Fourteenth Amendment
rights to "due process of law" and to seek "redress for his legal
grievances."

On Sept. 30, 2011, Matthews pleaded guilty in District Court to
charges of bank fraud and wire fraud.  In his plea, Matthews
admitted to using straw borrowers to apply for and obtain more
than $10 million for the purchase of real estate, and admitted to
using Farmville to help obtain those fraudulent loans.

A copy of the Court's Aug. 29, 2014 Memorandum Opinion is
available at http://tinyurl.com/lwjr2cpfrom Leagle.com.

Farmville Group, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D.N.J. Case No. 13-12458) on Feb. 7, 2013, estimating
under $1 million in both assets and debts.  A copy of the petition
is available at http://bankrupt.com/misc/njb13-12458.pdf
The petition was filed pro se.


FCC HOLDINGS: U.S. Trustee Appoints Creditors' Committee
--------------------------------------------------------
The U.S. Trustee for Region 3 on September 5 appointed three
creditors of FCC Holdings, Inc. to serve on the official committee
of unsecured creditors.

The unsecured creditors' committee is composed of:

     (1) Edufficient
         Attn: Tom Ferrara
         6 Forest Avenue, 2nd Floor
         Paramus, NJ 07652
         Phone: (201) 881-0030
         Fax: (201) 215-0751

     (2) Elsevier, Inc.
         Attn: Linda Lavelle
         1600 John F. Kennedy Blvd. 20th Floor
         Philadelphia, PA 19103
         Phone: (321) 759-2873

     (3) Kim Esquerre
         4528 Torrey Pines Drive
         Chino Hills, CA 91709

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they
represent.

                        About FCC Holdings

FCC Holdings, Inc., and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 14-11987) in Delaware on
Aug. 25, 2014.

Headquartered in Ft. Lauderdale, Florida, FCC and its affiliates
provide quality postsecondary education in fourteen states.  The
FCC schools were started by David Knobel in 1994 in Fort
Lauderdale, Florida, and, as of the bankruptcy filing, are owned
by Greenhill Capital Partners.

Prior to the Petition Date, the Company, which currently operates
under the name "Anthem Education," had three sets of schools --
the 14 Florida Career College schools; the 22 Anthem Education
schools; and the 5 US Colleges schools.

The Debtors' outstanding secured obligations are $49,000,000, plus
interest and fees, comprised of: Tranche A Loans of $18.6 million,
Tranche B Loans of $29.1 million, and existing letters of credit
of $1.39 million.  The Debtors also have unsecured debt of
$15 million.

Judge Christopher S. Sontchi is assigned to the Chapter 11 cases.

The Debtors have tapped Dennis A. Meloro, Esq., at Greenberg
Traurig, LLP, as counsel, and KCC as claims and notice agent.


FLEETCOR TECHNOLOGIES: S&P Assigns 'BB+' CCR; Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' corporate
credit rating to Norcross, Ga.-based FleetCor Technologies Inc.
The outlook is stable.

At the same time, S&P assigned its 'BB+' issue-level and '3'
recovery ratings to FleetCor Technologies Operating Co. LLC's $1.7
billion first-lien term loan A due 2019, $1.05 billion first-lien
term loan B due 2021, $1 billion first-lien revolving credit
facility expiring 2019, and $35 million revolving credit facility
B.  The '3' recovery ratings indicate S&P's expectation for
meaningful recovery (50%-70%) in the event of payment default.

FleetCor provides primarily closed-loop fuel card and other
payment services to businesses, commercial transportation fleets,
major oil companies, petroleum marketers, and government entities.
The company's "satisfactory" business risk profile assessment
reflects its position as one of the leading international
providers of local and long-haul fleet payment services, with
moderate operating scale, solid EBITDA margins in excess of 50%,
client diversity, and geographic diversity.  These positive
factors are partially offset by the challenges the company faces
to manage its substantial growth and aggressive acquisition
appetite, which could mitigate its deleveraging prospects over the
coming 12 months.

"The stable outlook reflects our expectation that the company will
not encounter major issues as it integrates Comdata and adheres to
its stated goal of reducing leverage over the next 12 months,"
said Standard & Poor's credit analyst John Moore.

Although not likely over the next 12 months, S&P would consider an
upgrade if FleetCor is able to successfully execute its business
growth strategy while reducing leverage to below 3x on a sustained
basis.  In addition, S&P would expect progress toward a more
balanced capital structure, including less reliance on secured
debt and a smoother maturity profile, to precede a higher rating.

Although not expected over the coming 12 months, S&P would
consider a downgrade if FleetCor's acquisition integration were to
falter, leading to margin compression or market share loss in its
key businesses, or if it were to adopt a more aggressive financial
policy, such that leverage were to become sustained above 4x.


GCI INC: S&P Revises Outlook to Stable & Affirms 'BB-' CCR
----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Anchorage, Alaska-based GCI Inc. to stable from negative.  At the
same time, S&P affirmed all ratings on the company including the
'BB-' corporate credit rating.

"The outlook revision recognizes we do not expect material
execution missteps for the wireless segment that has been operated
as a joint venture for about one year," said Standard & Poor's
credit analyst Richard Siderman.

S&P's rating on GCI reflects a lack of geographic diversity since
it operates only in Alaska, and that competition in the Alaskan
telecommunication markets is intense.  But a mature, well-
positioned cable TV business, and good growth prospects for
wireless and broadband, are tempering factors that result in S&P's
overall assessment of a "fair" business risk profile for the
company.

The rating also reflects S&P's expectation that the ratio of debt
to EBITDA will be in the low- to mid-4x range for the next one to
two years, and funds from operations to debt will be in the mid-
teens percentage area.  These factors support S&P's assessment of
an "aggressive" financial risk profile.

GCI offers telecommunications and cable TV services in Alaska.
The local wireline business has shown solid growth, including
attaining phone penetration almost equal to that of the incumbent
local exchange telephone company Alaska Communications Systems
Group Inc. (ACS) in a number of major Alaskan markets.  Still, GCI
faces highly competitive conditions and, along with other
terrestrial voice providers nationwide, continues to lose
residential access lines to wireless substitution.

"We expect growth in wireless and residential and business data
will more than offset some residential video erosion and loss of
residential voice access lines to wireless substitution," said
Mr. Siderman.


GRAY TELEVISION: Incremental $75MM Debt No Impact on Moody's CFR
----------------------------------------------------------------
Moody's Investors Service says that Gray Television, Inc.'s
proposed incremental $75 million senior secured term loan does not
have an immediate impact on the company's credit ratings,
including the B3 Corporate Family Rating, B3-PD Probability of
Default Rating and Ba3 on the existing 1st lien senior secured
credit facilities. Proceeds from the incremental term loan and
approximately $59 of balance sheet cash will be used to fund the
$128 million purchase of ABC affiliates in Flint, MI and Toledo,
OH from SJL Holdings, LLC, up to $3.8 million of working capital
adjustments as well as transaction related fees and expenses. All
other credit ratings including Caa1 on the existing senior notes
and SGL-2 Speculative Grade Liquidity Rating as well as the
positive rating outlook remain unchanged as Moody's expects
overall financial metrics and operating performance to remain
within the B3 Corporate Family Rating. Both stations being
acquired are market leaders with WJRT-TV being the highest ranked
television station in Flint-Saginaw-Bay City (DMA #68) and WGTV-TV
being a close second ranked station in Toledo (DMA #76). The
acquisition is in line with Gray's strategy to operate top ranked
television stations in mid size markets with potential for
meaningful political ad revenue, and the new stations fit well
with Gray's existing operations in the Midwestern states. The
addition of two ABC stations and the potential addition of a local
CW station as a multicast channel (to WTVG-TV) improves the
company's network affiliation diversity. The acquisition adds to
the company's scale and increases stations in states which attract
strong political ad demand. Post closing of announced
transactions, Moody's expects the company to generate good free
cash flow providing the ability to repay debt, reduce leverage,
and improve other financial credit metrics in the absence of
additional debt financed acquisitions.

Management indicates the transaction purchase price of $128
million represents a buyer's multiple of approximately 7.0x the
blended average of 2012-2013 pro forma broadcast cash flow
including expected synergies related to retransmission fees and
elimination of redundant expenses. The stations are expected to be
free cash flow accretive post closing. The transaction does not
increase the pro forma 2-year average debt-to-EBITDA ratios above
the pre-transaction level of 6.2x (including Moody's standard
adjustments) as of June 30, 2014. Consolidated revenue will
receive a boost from political ad demand in the second half of
2014 supporting good free cash flow generation. The positive
rating outlook reflects Moody's view that despite higher levels of
programming expense, including reverse compensation paid to
networks, free cash flow will provide the ability to repay debt,
reduce 2-year average debt-to-EBITDA to less than 6.0x, and other
financial credit metrics will improve in the absence of additional
debt financed acquisitions. Ratings also reflect the inherent
cyclicality of the broadcast television business and increasing
media fragmentation.

The principal methodology used in this rating/analysis was Global
Broadcast and Advertising Related Industries Methodology 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.

Gray, headquartered in Atlanta, GA, is a television broadcaster
that will own 76 Big Four network affiliated television stations
serving 44 mid-sized markets (ranked #61 to #208), plus 65
additional channels covering roughly 8.1% of US households.
Network affiliations for primary stations include 26 CBS, 24 NBC,
16 ABC, and 10 FOX stations. The company will operate the #1 or #2
ranked stations in 40 of 44 markets. Gray is publicly traded and
its shares are widely held with the estate and affiliates of the
late J. Mack Robinson collectively owning approximately 14% of
common stock. The dual class equity structure provides these
affiliated entities with roughly 48% of voting control.


GRAY TELEVISION: S&P Keeps 'BB' Term Loan Rating on $75MM Add-On
----------------------------------------------------------------
Standard & Poor's Ratings Services said its 'BB' issue-level
rating and '1' recovery rating on Gray Television Inc.'s first-
lien term loan B due 2021 remain unchanged following the company's
announcement of its plan for a $75 million add-on to the existing
loan.  The '1' recovery rating on the term loan B indicates S&P's
expectation for very high (90% to 100%) recovery for the
noteholders in the event of a default.  The issue-level and
recovery ratings on the first-out revolver and the senior
unsecured notes are also unaffected.

The 'BB' issue-level rating is two notches above the 'B+'
corporate credit rating on Gray.  The company will use proceeds
from the add-on offering to fund its pending acquisition of WJRT-
TV and WTVG-TV, the ABC affiliated stations in Flint, MI and
Toledo, OH from SJL Holdings LLC.  Pro forma for the debt issuance
and acquisition, adjusted debt to trailing-eight-quarter average
EBITDA marginally increases to 6.3x from 6.2x as of June 30, 2014.

The stable rating outlook reflects S&P's expectation that Gray
will continue to increase its size and scale while maintaining its
No. 1 or No. 2 ranked local news positions in the markets in which
it competes.  S&P also expects that Gray's debt to average
trailing-eight-quarter EBITDA will gradually decline and approach
5x over the next few years.

RATINGS LIST

Gray Television Inc.
Corporate Credit Rating            B+/Stable/--

Ratings Unchanged

Gray Television Inc.
Senior Secured
  $600M* term loan B due 2021       BB
   Recovery Rating                  1

* After $75M add-on.


HARBINGER GROUP: Fitch to Rate New $200MM Notes Due 2022 'B/RR4'
----------------------------------------------------------------
Fitch Ratings expects to assign a rating of 'B/RR4' to Harbinger
Group, Inc.'s proposed $200 million senior unsecured note
issuance.  The notes are expected to have the same terms of the
company's existing unsecured debt.

Key Rating Drivers

The proposed debt issuance does not affect Harbinger's existing
long-term Issuer Default Rating (IDR) of 'B' and Positive Rating
Outlook.  The resulting change in the parent company leverage and
coverage ratios is within Fitch's expectations.  Harbinger plans
to use the proceeds from the proposed issuance for general
corporate purposes, including financing future acquisitions by
Harbinger or its subsidiaries and/or share repurchases.

Fitch believes Harbinger's unsecured debt is subordinated to the
company's senior secured debt, which has a blanket lien on most of
the company's assets.  Pro forma for the issuance, Fitch estimates
the proportion of unsecured debt to total debt will increase to
approximately 55% from 48% currently.  While Fitch views the
reduction in balance sheet encumbrance positively, it continues to
assign an 'RR4' Recovery Rating to the unsecured debt, based on
its analysis of Harbinger's balance sheet investments.  This
results in equalization of the senior unsecured debt rating with
the IDR of 'B'.

Fitch revised Harbinger's Outlook to Positive from Stable in June
2014, following the completion of several transactions, which have
improved the company's credit profile, in Fitch's view. The
Positive Outlook is supported by the stable performance of HRG's
underlying businesses. While these factors are positive from a
quantitative perspective, more immediate upward rating momentum is
tempered by HRG's limited track record of operation under more
conservative financial metrics, combined with the potential for
opportunistic acquisitions and/or other activities which could
alter HRG's risk profile.

Rating Sensitivities

The senior unsecured debt rating of 'B/RR4' is sensitive to
potential changes in the company's IDR. Furthermore, the unsecured
debt rating is sensitive to changes in the level of available
asset coverage. Fitch has assigned a Recovery Rating of 'RR4' on
HRG's unsecured debt, which results in equalization with the IDR.

In resolving the Positive Rating Outlook, Fitch will primarily
focus on HRG's ability to maintain or improve its current
financial metrics, while deploying existing cash balances in a
measured manner which does not adversely impact the company's risk
profile or materially alter its operating strategy.

The following developments could result in potential long-term
upward rating momentum in HRG's IDR:

-- Prudent deployment of balance sheet cash and further
    diversification of investments;

-- Improvement in parent company interest coverage to over 1.5x
    on a sustained basis;

-- Leverage (debt-to-equity) at the parent level maintained at or
    below current levels.

The following drivers could result in downward pressure on HRG's
IDR and/or removal of the Positive Rating Outlook:

-- Increase in risk appetite in the company's future cash
    deployment;

-- Significant increase in parent company leverage;

-- A sustained reduction in interest coverage below 1.0x;

-- Deterioration in operating performance at any of HRG's
    significant subsidiaries, which results in a material decline
    in their value, dividend capacity and/or credit ratings.

HRG is a publicly traded investment holding company with
consolidated assets of $29.9 billion at June 30, 2014. HRG was
established as a permanent capital vehicle to obtain controlling
equity interests in established, dividend-paying businesses that
operate across a diversified set of industries. The company
currently operates in four business segments: consumer products
through its 59% ownership in Spectrum Brands, insurance through
its 80% ownership in F&G, Compass Production Partners, LP, and
Salus, an asset based lending business.

Fitch expects to assign the following ratings:

  -- Proposed $200 million senior unsecured notes due January 2022
     'B/RR4'.

Fitch currently rates Harbinger as follows:

  -- Long-term IDR 'B', Outlook Positive;
  -- Senior unsecured notes at 'B/RR4';
  -- Senior secured notes 'BB-/RR2'.


HARBINGER GROUP: S&P Retains 'CCC+' Notes Rating on $200MM Add-On
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that the 'CCC+' rating on
New York City-based investment holding company Harbinger Group
Inc.'s upsized $750 million senior unsecured notes due 2022, which
include a proposed $200 million add-on, is unchanged.  The
recovery rating on the notes is '6', indicating S&P's expectation
of negligible recovery (0% to 10%) for noteholders in the event of
a payment default or bankruptcy.  S&P expects the proceeds from
the add-on offering will be used for acquisitions and share
repurchases.  The ratings are subject to change and assume the
transaction is closed on substantially the terms presented to S&P.

All of S&P's other existing ratings on the company, including
S&P's 'B' corporate credit rating, remain unchanged.  The rating
outlook is stable.  Pro forma for the proposed transaction, total
debt outstanding is about $1.35 billion.

S&P continues to view Harbinger's financial risk profile as
"highly leveraged," given its forecast for thin coverage metrics,
an aggressive financial policy, and a complex organizational
structure.  S&P continues to view Harbinger's business risk
profile as "vulnerable," primarily because of weak asset
diversity, limited financial flexibility, and a short track record
with its stated investment strategy.

RATINGS LIST

Harbinger Group Inc.
Corporate credit rating             B/Stable/--

Ratings Unchanged
Harbinger Group Inc.
Senior unsecured                    CCC+
  Recovery rating                    6


HARRIS LAND: Wants Plan Exclusivity Period Extended to Nov. 24
--------------------------------------------------------------
Harris Land Development, through its counsel Ariel Weissberg,
Esq., sought extension of the exclusivity period to file and
solicit acceptances of a Chapter 11 reorganization plan.

The Debtor said it requires additional time within which to obtain
a financing and/or equity source, and negotiate the terms of a
plan of reorganization. In line with this, the debtor has timely
filed its bankruptcy schedules, statement of financial affairs and
monthly debtor-in-possession reports. Thus, the debtor requests
that a 90-day extension period of the exclusive period within
which it may file a plan to November 24, 2014, and an extension of
60 days to obtain acceptances of a plan to January 23, 2015.

As to the extension of filing a plan, the debtor asks that an
additional 45 days be given. The court, on April 28, 2014,
directed the debtor to file a plan on or before August 26, 2014.
Despite, however, of the willingness of the debtor to file a plan,
the debtor said it still needs to gather some additional financial
documentation in order to append to the disclosure statement.
Moreover, an offer for the purchase of the 350 acres in favor of
the debtor will substantially change the disclosure statement.
Lastly, the debtor requires more time to advance the prospects in
the sale of its real properties.

Harris Land Development is represented by:

     Ariel Weissberg, Esq.
     WEISSBERG AND ASSOCIATES, LTD.
     401 S.  LaSalle St., Suite 403
     Chicago, IL 60605
     Tel: 312-663-0004
     Fax: 312-663-1514

                  About Harris Land Development

Harris Land Development LLC is a limited liability company
organized to engage in the business of owning and managing
numerous property in and around the St. Roberts, Missouri.

Harris Land Development sought Chapter 11 protection (Bankr. W.D.
Mo. Case No. 14-60554) in Springfield, Missouri, on April 28,
2014.  The Debtor disclosed $16,534,000 in assets and $11,107,302
in liabilities as of the Chapter 11 filing.  This is Harris Land's
second trip to bankruptcy.  The first bankruptcy was in September
2010 in In Re Harris Land Development, LLC, Case No. 10-62322
(Bankr. W.D. Mo.)

The debtor continues to manage and operate its business as a
debtor-in-possession.


HDOS ENTERPRISES: Payout Plan Slated for Oct. 3 Confirmation
------------------------------------------------------------
Bankruptcy Judge Neil W. Bason entered an order setting
solicitation and voting procedures in relation to HDOS
Enterprises' Chapter 11 plan.  The Court approved this schedule:

   Voting Deadline:                    Sept. 15
   Ballot Summary Filing:              Sept. 19
   Response Deadline:                  Sept. 22
   Confirmation Hearing:               Oct. 3, 2014, at 10:00 a.m

According to the Disclosure Statement, all obligations required to
be satisfied in cash under the Plan on the Effective Date will be
satisfied from cash on hand of the Debtor.  It is anticipated that
the sale proceeds will be more than sufficient to pay all
obligations arising under the Plan, on the Effective Date and
beyond.

As previously reported by The Troubled Company Reporter, citing
Sherri Toub, a Bloomberg News writer, reported that the Plan,
filed on Aug. 4, provides full payment to holders of allowed
secured claims totaling about $2.4 million, general unsecured
claims totaling about $1.9 million, and lease rejection claims
totaling about $1.7 million.  The unsecured claim, if any, of the
employee stock ownership plan, or ESOP, would be subordinated to
secured claims, general unsecured claims, and lease rejection
claims.  The Plan was amended on Aug. 22.  Under the Amended Plan,
the Debtor stated that it holds $8,256,644.99 in cash as a result
of the sale of substantially all of its assets, which sale closed
on Aug. 21.

A full-text copy of the Plan dated Aug. 4, 2014, is available at
http://bankrupt.com/misc/HDOSplan0804.pdf

A redlined version of the Amended Disclosure Statement is
available at http://bankrupt.com/misc/HDOSds0822.pdf

                     About Hot Dog On A Stick

Established in 1946 in Southern California, Hot Dog On A Stick --
http://www.hotdogonastick.com-- is known for its fair-inspired
menu of corn dogs, lemonades, and a sampling of other menu items
such as cheese on a stick, hot dog in a bun, fries, and funnel
cake sticks.  HDOS is owned by its employees.

HDOS Enterprises sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 14-12028) on Feb. 3,
2014.  The case is assigned to Judge Neil W. Bason.

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq.,
at Friedman Law Group, P.C., in Los Angeles, California.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, serves
as claims, noticing and balloting agent.  The Law Offices of Brian
H. Cole serves as special counsel.  The petition was signed by Dan
Smith, president and CEO.


HDOS ENTERPRISES: Order on Sale to Global Entered
-------------------------------------------------
The bankruptcy court entered an order authorizing HDOS Enterprises
to sell substantially all of its assets to HDOS Acquisition, LLC,
an affiliate of Global Franchise Group, LLC pursuant to an asset
purchase agreement dated July 9, 2014.

Objections to the motions that have not been withdrawn, waived,
settled or otherwise resolved and all reservations of rights were
overruled.

On Aug. 1, the Debtor determined the Global entity as successful
bidder at an auction held July 29, at the law offices of Friedman
Law Group, P.C.  The Official Committee of Unsecured Creditors
consented to the Debtor's selection.  No back up bidder was named
at the auction.

                      Response to Objections

Prior to the sale hearing, the Debtor filed an omnibus reply to
sale objections, stating that, among other things:

   1. It is contemplated that upon the closing date of the sale of
the buyer, the Debtor will pay Torrey Pines Bank the amount of its
secured claim against the estate.  The Bank objected to the sale
motion on the basis that the sale motion provides that the bank's
collateral will be sold but does not provide that the Bank's
collateral will be segregated, nor does it provide for a cushion
of additional interest, costs and legal fees and costs.

   2. Inland Western Salt Lake City Gateway, L.L.C.'s first two
objection were addressed in the Debtor's omnibus reply to
objections to unexpired leases and executory contracts.  With
respect to Gateway's third objection, the Debtor is in the process
of finalizing a proposed order on the sale motion and assumption
motion.  Gateway has objected to the sale motion stating that (i)
the proposed assumption and assignment agreement fails to comply
with Section 365(K) and violates Gateway's rights under its lease
agreement with the Debtor; (ii) the proposed assumption and
assignment agreement must clarify that the buyer assumes and will
perform all obligations which come due on and after assumption and
assignment; and (iii) the Debtor has not filed a proposed order on
the sale motion.

   3. The concerns of landlords -- General Growth landlords, Rouse
Properties and Forest City, Macerich Westfield, Starwood and
Vintage Capital Group -- were addressed in the Sec. 365 reply and
they will be incorporation into the language of the proposed
order.  The landlords contended (a) a sale of asets free and clear
must not relieve the buyer of obligations to satisfy unbilled
taxes, reconciliations, percentage rent and other unbilled but
accrued charges; and (b) the buyer must assume the Debtor's
indemnification obligations under the leases.

   4. There is no basis in law or fact for LB Advisors, LLC to
directly or indirectly undermine protections provided under the
Bankruptcy Code for purchasers of a Debtor's assets.  LB filed a
reservation of rights regarding the sale motion.

The Committee joined in, and adopted, the Debtor's omnibus reply
to the objections.
The Debtor, Global and the Committee opposed approval of a motion
filed by Thomas E. Perez, Secretary of Labor, U.S. Department of
Labor, Employee Benefits Security Administration, requesting that
any order issued by this court approving the sale of the Debtor's
assets does not serve to release any party from potential
liability under ERISA.  The Debtor stated that the DOL motion must
not be granted because the relief requested is not necessary since
the Debtor's motion does not seek releases for any fiduciary of
the Hot Dog on a Stick Employee Stock ownership Plan.

Mr. Perez is represented by:

         Janet M. Herold, regional solicitor
         Danielle L. Jaberg, Esq.
         Boris Orlov, Esq.
         Andrew Schultz, Esq.
         Office of the Solicitor
         U.S. Department of Labor
         350 S. Figueroa St., Suite 370
         Los Angeles, CA 90071-1202
         Tel: (213) 894-5410
         Fax: (213) 894-2064
         E-mail: orlov.boris@dol.gov

The Committee is represented by:

         Jeffrey N. Pomerantz, Esq.
         Jeffrey W. Dulberg, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         10100 Santa Monica Blvd., 13th Floor
         Los Angeles, CA 90067
         Tel: (310) 277-6910
         Fax: (310) 201-0760
         E-mail: jpomerantz@pszjlaw.com
                 jdulberg@pszjlaw.com

Global Franchise is represented by:

         David M. Guess, Esq.
         KLEE, TUCHIN, BOGDANOFF & STERN LLP
         1999 Avenue of the Stars, Thirty-Ninth Floor
         Los Angeles, CA 90067
         Tel: (310) 407-4000
         Fax: (310) 407-9090
         E-mail: dguess@ktbslaw.com

                     About Hot Dog On A Stick

Established in 1946 in Southern California, Hot Dog On A Stick --
http://www.hotdogonastick.com-- is known for its fair-inspired
menu of corn dogs, lemonades, and a sampling of other menu items
such as cheese on a stick, hot dog in a bun, fries, and funnel
cake sticks.  HDOS is owned by its employees.

HDOS Enterprises sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 14-12028) on Feb. 3,
2014.  The case is assigned to Judge Neil W. Bason.

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq.,
at Friedman Law Group, P.C., in Los Angeles, California.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, serves
as claims, noticing and balloting agent.  The Law Offices of Brian
H. Cole serves as special counsel.  The petition was signed by Dan
Smith, president and CEO.

The U.S. Trustee has appointed three members to an official
committee of unsecured creditors.  The Committee retained Jeffrey
N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, California, as counsel.


HEDWIN CORPORATION: Oct. 3 Hearing on Plan, Disclosure Statement
----------------------------------------------------------------
U.S. Bankruptcy Judge Nancy Alquist is set to hold a hearing on
Oct. 3 to consider approval of Hedwin Corp.'s proposed liquidation
plan and disclosure statement.

The company on July 15 filed its liquidation plan, which
classifies claims and equity interests into six classes and
proposes how each class will be treated.

Under the Plan, Class 1, which consists of administrative expense
claims, will be paid in full, in cash, from the disbursing
account.

Priority claims in Class 2 and unsecured tax claims in Class 3
will also be paid in full, in cash, from the disbursing account
but only to the extent they are entitled to priority under section
507 of the Bankruptcy Code.

Class 4, which consists of claims resulting from fire damage will
be paid in full from insurance proceeds due to the company.

Meanwhile, the company will make a first distribution to holders
of general unsecured claims in Class 5 on or before Nov. 19.  The
first distribution will be in an amount determined by the company,
which won't 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, Hedwin will make a second distribution to holders of
remaining allowed Class 4 claims on or before May 19, 2015.  The
amount won't be less than 10% of the remaining allowed Class 4
claims.

Class 6 consists of equity interests in the company.  All equity
interests will be extinguished on the effective date of the Plan.

Hedwin's proposed liquidation plan will be funded from cash on
hand, plus release of any funds to the company pursuant to an
escrow agreement, and the receipt of insurance proceeds.

                     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.


HELIA TEC: Debtor, HSC File Papers on Cary Hughes' Authority
------------------------------------------------------------
Helia Tec Resources commented on the application of HSC Holdings
to convert or appoint a chapter 11 trustee for the Debtor.  HSC
Holdings filed on July 18, 2014, a motion requesting the court to
amend its order denying the appointment of a chapter 11 trustee.

Helia, on its part, asserts that the motion by HSC Holdings should
be denied because the court order reflects the procedural and
evidentiary record and does not contain any ambiguity
necessitating amendment or clarification.

HSC Holdings impugns the authority of Cary E. Hughes's authority
to file the bankruptcy proceeding. However, Helia argued that the
court gave HSC's counsel the opportunity to speak on what course
HSC wanted to proceed regarding the allegations of Hughes's lack
of authority but, despite the opportunity, HSC stated that "Your
Honor, I think we intend to go forward that Mr. Hughes lacked
authority to file this bankruptcy proceeding."  According to
Helia, HSC has specifically recognized Hughes' authority when HSC
wholly failed to offer any evidence controverting the fact the
Hughes has been the president of Helia and its sole director.

HSC alleges that the July 18, 2014 court order includes a
statement to the effect that while HSC preserves its issue
regarding Hughes' authority, the withdrawal of the request to
dismiss the case due to lack of authority constitute an admission
that the case was properly filed. Thus, HSC is compelled to file
for a clarificatory decision as to the effect of the statement.
This does not mean, however, that it has waived all its right to
the issue of whether Hughes is authorized to file the bankruptcy
proceeding.

Helia Tec Resource is represented by:

     Richard A. Battaglia, Esq.
     RICHARD A. BATTAGLIA, P.C.
     P.O. Box 131276
     Houston, TX 77219-1276
     Tel: 713-521-3570
     Fax: 713-521-3573
     E-mail: rab@rabpc.com

          - and -

     FUQUA & ASSOCIATES, PC
     Richard Lee Fuqua, Esq.
     5005 Riverway, Suite 250
     Houston, TX 77056
     Tel: 713-960-0277
     Fax: 713-960-1064
     E-mail: rlfuqua@fuqualegal.com

HSC is represented by:

     David B. Harberg, Esq.
     1010 Lamar, Suite 450
     Houston, TX 77002
     Telephone: 713-752-2200
     Facsimile: 832-553-7888

                      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 Resources 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.


HOVNANIAN ENTERPRISES: Posts $17-Mil. Net Income in 3rd Quarter
---------------------------------------------------------------
Hovnanian Enterprises, Inc., reported net income of $17.10 million
on $551 million of total revenues for the three months ended
July 31, 2014, compared to net income of $8.46 million on $478.35
million of total revenues for the same period in 2013.

For the nine months ended July 31, 2014, the Company incurred a
net loss of $15.32 million on $1.36 billion of total revenues
compared to a net loss of $1.52 million on $1.25 billion of total
revenues for the same period a year ago.

As of July 31, 2014, the Company had $1.89 billion in total
assets, $2.33 billion in total liabilities and a $443.12 million
total deficit.

Total liquidity at the end of the fiscal 2014 third quarter was
$231.7 million compared to $278.9 million at July 31, 2013.  Total
liquidity at July 31, 2014, included $176.6 million of
homebuilding cash, $5.6 million of restricted cash required to
collateralize letters of credit and $49.5 million of availability
under the unsecured revolving credit facility.

"We were pleased with the strength of our gross margins and our
revenue growth during the third quarter of fiscal 2014," stated
Ara K. Hovnanian, chairman of the Board, president and chief
executive officer.  "Assuming no change in current market
conditions, we expect to be profitable for the full fiscal 2014
year.  We believe the housing industry remains in the early stages
of a recovery.  We anticipate generating revenue growth from
continued investments in new communities.  This will allow us to
leverage our SG&A and interest costs, which we expect will result
in higher levels of profitability in future years," concluded Mr.
Hovnanian.

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

                         http://is.gd/tpZklV

                     About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

Hovnanian Enterprises posted net income of $31.29 million on $1.85
billion of total revenues for the year ended Oct. 31, 2013, as
compared with a net loss of $66.19 million on $1.48 billion of
total revenues during the prior year.

                           *     *     *

As reported by the Troubled Company Reporter on April 25, 2013,
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'.
"The upgrade reflects strengthening operating performance
supported by the broader recovery in the housing market that, we
believe, should support modest profitability in 2013," said
Standard & Poor's credit analyst George Skoufis.

In the Dec. 9, 2013, edition of the TCR, Fitch Ratings upgraded
the Issuer Default Rating (IDR) of Hovnanian Enterprises to 'B-'
from 'CCC'.  The upgrade and the Stable Outlook reflects HOV's
operating performance year-to-date (YTD), adequate liquidity
position, and moderately better prospects for the housing sector
during the remainder of this year and in 2014.

As reported by the TCR on Jan. 9, 2014, Moody's Investors Service
raised the Corporate Family Rating of Hovnanian Enterprises, Inc.,
to B3 from Caa1.  The upgrade of the Corporate Family Rating to B3
reflects Hovnanian's improved financial performance including
improvement in interest coverage to slightly above 1x and finally
turning net income positive for the fiscal year 2013.


HORIZON LINES: Names Steve Rubin President and CEO
--------------------------------------------------
Horizon Lines, Inc.'s Board of Directors has elected interim
president and chief executive officer Steven L. Rubin to serve as
president and chief executive officer on a non-interim basis
effective Sept. 1, 2014.  Mr. Rubin was appointed to Horizon
Lines' Board of Directors in November 2011 and continues to serve
as a director of the company.

"Throughout this interim period, Steve's experience and skills as
a seasoned transportation executive have made the transition
seamless," said David N. Weinstein, chairman of the Board.  "Steve
brings a tremendous amount of energy to the role, and his focus on
safety, reliability and world class service makes him the perfect
steward of our strong transportation legacy.  We look forward to
his continued leadership."

"I am honored to have the opportunity to serve as President and
CEO of Horizon Lines.  I've had the unique opportunity to spend
the past two months actively engaging with Horizon Lines'
associates, customers and management team," said Mr. Rubin.  "I
want to thank the Board and my fellow employees for their
confidence and support.  I am excited to lead the Horizon Lines
team as we continue to provide our customers with the excellent
service they have come to expect from our company."

                        About Horizon Lines

Horizon Lines, Inc., is a domestic ocean shipping company and the
only ocean cargo carrier serving all three noncontiguous domestic
markets of Alaska, Hawaii and Puerto Rico from the continental
United States.  The company owns a fleet of 13 fully Jones Act
qualified vessels and operates five port terminals in Alaska,
Hawaii and Puerto Rico.  A trusted partner for many of the
nation's leading retailers, manufacturers and U.S. government
agencies, Horizon Lines provides reliable transportation services
that leverage its unique combination of ocean transportation and
inland distribution capabilities to deliver goods that are vital
to the prosperity of the markets it serves.  The company is based
in Charlotte, NC, and its stock trades on the over-the-counter
market under the symbol HRZL.

For the year ended Dec. 22, 2013, the Company reported a net loss
of $31.93 million following a net loss of $94.69 million for the
year ended Dec. 23, 2012.  The Company's balance sheet at June 22,
2014, showed $635.17 million in total assets, $706.57 million in
total liabilities and a $71.39 million total stockholders'
deficiency.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


INDEX RECOVERY: Section 341(a) Meeting Scheduled for Oct. 9
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Index Recovery
Company, LP, will be held on Oct. 9, 2014, at 10:00 a.m. at First
Meeting Utica.  Proofs of claims are due by March 2, 2015
(including governmental units).

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

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

                    About Index Recovery Group

Index Recovery Group, LP, sought Chapter 11 protection (Bankr.
N.D.N.Y. Case No. 14-61434) in Utica, New York, on Sept. 2, 2014.
The Debtor disclosed total assets of $13.76 million and total
liabilities of $35.48 million.  Judge Diane Davis presides over
the case.  The Debtor is represented by Jeffrey A. Dove, Esq., at
Menter, Rudin & Trivelpiece, P.C.


INTELLICELL BIOSCIENCES: To Restate 2013 Financial Reports
----------------------------------------------------------
The Board of Directors of Intellicell Biosciences, Inc., concluded
that the quarterly financial statements filed on Form 10-Q for the
period ended Sept. 30, 2013, and March 31, 2014, and the annual
financial statements filed on Form 10-K for the year ended
Dec. 31, 2013, as previously issued, should no longer be relied
upon and will be restated, according to a Form 8-K filed with the
U.S. Securities and Exchange Commission.

"The Company has been assessing the effectiveness of its internal
controls over financial reporting, reviewing its accounting
practices and conducting a re-audit of the financial statements
for the Non-Reliance Periods.  Such re-audits are still in
progress, however, taking into consideration the preliminary
adjustments that have been identified to date, which impact the
(i) financing expenses, (ii) derivative liabilities, and (iii)
additional paid in capital, the Company has made the Non-Reliance
Determination," the Company said.

The Company believes the restatement will have no effect on its
cash position or loss from operations.

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

Intellicell Biosciences reported a net loss of $11.14 million on
$0 of total net revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $4.15 million on $534,942 of total net
revenues during the prior year.  The Company's balance sheet at
March 31, 2014, showed $4.09 million in total assets, $25.26
million in total liabilities and a $21.16 million total
stockholders' deficit.

                           Going Concern

"The condensed consolidated financial statements have been
prepared on a going concern basis which assumes the Company will
be able to realize its assets and discharge its liabilities in the
normal course of business for the foreseeable future.  The Company
has incurred losses since inception resulting in an accumulated
deficit of $61,421,672 and a working capital deficit of
$23,780,066 as of March 31, 2014, respectively.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.  The ability to continue as a going concern is
dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due.  Management intends to finance
operating costs over the next twelve months with existing cash on
hand and a private placement of common stock or other debt or
equity securities.  There can be no assurance that we will be able
to obtain further financing, do so on reasonable terms, or do so
on terms that would not substantially dilute our current
stockholders' equity interests in us.  If we are unable to raise
additional funds on a timely basis, or at all, we probably will
not be able to continue as a going concern," the Company said in
the quarterly report for the period ended March 31, 2014.


INT'L MANUFACTURING: Two Members Added to Creditors Committee
-------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 17, added two
members to serve in the official committee of unsecured creditors
in the Chapter 11 case International Manufacturing Group, Inc.

The newly added members are:

      1. Jack T. Sweigart
         c/o Ian W. Craig, Esq.
         401 Watt Avenue, Suite 2
         Sacramento, CA 95864

      2. Michael H. Hooper
         1752 Park Place Drive
         Carmichael, CA 95608

The U.S. Trusted earlier appointed three members, according to the
Aug. 7, 2014 edition of the TCR:

      1. Byron Younger
         650 Mystic Lane
         Sacramento, CA 95864

      2. Janine Jones
         2820 Ivy Knoll Drive
         Placerville, CA 95667

      3. Steve Whitesides
         P.O. Box 413
         Roseville, CA 95661

              About International Manufacturing

Deepal Wannakuwatte, the mastermind of a $150 million Ponzi
scheme, put himself and his company, International Manufacturing
Group Inc., into Chapter 11 after he pleaded guilty to one count
of wire fraud and agreed to a 20-year prison sentence.  The
bankruptcy filing was part of his plea bargain with federal
prosecutors.  Mr. Wannakuwatte is the former owner of the
Sacramento Capitols tennis team.

International Manufacturing Group, Inc., filed a bare-bones
Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No.
14-25820) in Sacramento, on May 30, 2014.  The case is assigned to
Judge Robert S. Bardwil.

The Debtor has tapped Marc A. Caraska, in Sacramento, as counsel.

In June 2014, Beverly N. McFarland was appointed as Chapter 11
trustee for the Debtor.  She has tapped Felderstein Fitzgerald
Willoughby & Pascuzzi LLP as her bankruptcy counsel; Diamond
McCarthy LLP as her special litigation counsel; Gabrielson &
Company as accountant; and Karen Rushing as bookkeeper outside the
ordinary course of business.

According to the docket, governmental entities have until Nov. 26,
2014, to file claims.

The U.S. Trustee for Region 7 appointed a three-member unsecured
creditors panel comprising of Byron Younger, Janine Jones, and
Steve Whitesides.


IOWA GAMING: Files Own Motion for Voluntary Case Dismissal
----------------------------------------------------------
Iowa Gaming Company seeks the voluntary dismissal of the debtors'
chapter 11 case.  The debtors believe that it has sufficient
assets to satisfy all valid claims. The dismissal will simply the
pending proceeding and will lead to a more cost-effective measure
in settling all the liabilities.

On May 14, 2014, the debtors filed before the court a voluntary
petition for relief under chapter 11. The primary purpose of the
petition is to preserve the debtors' business. Prior to the filing
of the voluntary dismissal, the debtors have contacted the parties
that are principally interested in the case.

Iowa Gaming said the bankruptcy filing was originally intended to
preserve the business, jobs, and customer relations. However, the
business of the debtor has closed so that the best course of
action is the liquidation of the assets.

On July 29, 2014, the debtors filed their schedule of assets and
liabilities.  The debtors had assets with a total value of
$58,450,809 and liabilities with a total value of $4,710,258.
Taking into consideration other standing claims and the
administrative cost, the total value of the liability is
approximately $5,800,000.  Since the petition date, the debtor now
has a cash on hand amounting to $10,000,000.  Thus, the amount is
sufficient to cover the liabilities of the debtors.

Iowa Gaming Company is represented by:

     Robert Lapowsky, Esq.
     John C. Kilgannon, Esq.
     STEVENS & LEE
     1818 Market Street, 29th Floor
     Philadelphia, PA 19103
     Tel: (215) 575-0100
     E-mail: rl@stevenslee.com
             jck@stevenslee.com

          - and -

     K. John Shaffer, Esq.
     Eric Winston, Esq.
     QUINN EMANUEL URQUHART & SULLIVAN, LLP
     865 S. Figueroa St., 10th Floor
     Los Angeles, CA 90017

                         About Iowa Gaming

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

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

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

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


IRISH BANK: Sept. 19 Hearing on Sheehan's Bid to Close Loans Sale
-----------------------------------------------------------------
U.S. Bankruptcy Judge Christopher Sontchi is set to hold a hearing
on Sept. 19 to consider the request of Blackrock Clinic
shareholder Joseph Sheehan to designate him as the purchaser of
loans attached to the Dublin-based private clinic.

The bankruptcy judge on May 13 approved the sale by Irish Bank
Resolution Corp. of six loans, which are secured by shares in the
Blackrock Clinic.  The loans were extended by the former Anglo
Irish Bank to finance the purchase of shares in the medical clinic
in 1996.

Mr. Sheehan on July 16 filed a motion to designate him as the
buyer after JCS Investment Holdings XIV Ltd. failed to close the
sale.

Mr. Sheehan, whose offer for the loan assets was selected as the
winning bid, was previously required by a U.K.-based hedge fund
that provided him with the financing to assign his rights to
acquire the loans to JCS Investment.

After JCS Investment executed a loan sales deed with Irish Bank,
the hedge fund seized control of the company, which Mr. Sheehan
says, was illegal and was an attempt to acquire the loans.

Meanwhile, the sale of the loan assets hit a snag after US-based
Irish developer John Flynn appealed the bankruptcy judge's May 13
order.  His lawyers indicated that they were appealing the
approval for the sale of the loans "free and clear of all liens,
claims, encumbrances and interests."

Mr. Flynn, who has been pursuing a legal action against Irish Bank
in New York, previously petitioned the U.S. Bankruptcy Court in
Delaware to block the sale.  The petition was dismissed by the
court.

                    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.


JACKSONVILLE BANCORP: Appoints EVP and Chief Credit Officer
-----------------------------------------------------------
Jacksonville Bancorp, Inc., announced the appointment of Joseph W.
Amy as its executive vice president and chief credit officer.  Mr.
Amy will also serve as the executive vice president and chief
credit officer of the Bank, subject to regulatory approval.

Mr. Amy has over 40 years of experience in senior positions in
regional and community banks.  From 2009 to July 2013, he served
as the executive vice president and chief credit officer of First
Financial Holdings, Inc., and First Federal Bank of Charleston,
South Carolina, where he recruited, built and led the bank's
Credit Risk Management Division.  Prior to that, Mr. Amy served as
a consultant at Crowe Horwath LLP, Grand Rapids, Michigan, where
he performed bank credit processes and ALLL review engagements for
bank clients across the country.  Mr. Amy holds a B.A. in
Economics from DePauw University, Greencastle, Indiana, and an
M.B.A in Finance from the University of Michigan.

On Sept. 2, 2014, the Company and the Bank entered into an
executive employment agreement with Mr. Amy under which Mr. Amy
earns an initial base salary of $225,000, and received a
relocation bonus of $5,000 and options to purchase 15,000 shares
of the Company's common stock at an exercise price equal to the
fair market value of the common stock.  Under the Agreement, he is
also eligible to receive an annual bonus of up to 33.3% of his
base salary and will be entitled to participate in employee
benefit plans in which the Company's or the Bank's executive
officers are permitted to participate.

Mr. Amy is entitled to receive reimbursement for certain
authorized expenses and paid vacation time pursuant to the Bank's
policy, and will participate in and receive the benefits of any
medical and health care benefit plans provided to Bank employees.

The Agreement has a term of one year, subject to automatic
extension for additional one-year periods thereafter.

                    About Jacksonville Bancorp

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

Jacksonville Bancorp reported a net loss available to common
shareholders of $32.42 million in 2013, a net loss available to
common shareholders of $43.04 million in 2012 and a net loss
available to common shareholders of $24.05 million in 2011.
As of June 30, 2014, the Company had $494.63 million in total
assets, $459.11 million in total liabilities and $35.52 million in
total shareholders' equity.


JOKA OF SARASOTA: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: JOKA of Sarasota, LLC
           d/b/a/ Osprey Car Wash
        990 Spruce Street
        Lawrence Township, NJ 08648

Case No.: 14-10514

Chapter 11 Petition Date: September 8, 2014

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

Debtor's Counsel: Laurie L Blanton, Esq.
                  FITZHUGH & BLANTON, P.A.
                  1041 US 41 Bypass S
                  Venice, FL 34285
                  Tel: 941-493-6577
                  Fax: 941-493-5377
                  Email: courtnotices@bankruptcyfitzhugh.com

Total Assets: $1.29 million

Total Liabilities: $1.93 million

The petition was signed by Joseph Manfredo, owner.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-10514.pdf


JONES SODA: Reports $429K Net Loss for June 30 Quarter
------------------------------------------------------
Jones Soda Co. filed its quarterly report on Form 10-Q, disclosing
a net loss of $429,000 on $3.88 million of revenue for the three
months ended June 30, 2014, compared with a net loss of $95,000 on
$4.29 million of revenue for the same period last year.

The Company's balance sheet at June 30, 2014, showed $6.93 million
in total assets, $4.26 million in total liabilities, and
stockholders' equity of $2.67 million.

The uncertainties relating to the Company's ability to
successfully execute on its operating plan and the performance of
its business, combined with the difficult financing environment,
continue to raise substantial doubt about the Company's ability to
continue as a going concern, according to the regulatory filing.

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

                       http://is.gd/KdRr7k

Seattle-based Jones Soda Co. (OTC QB: JSDA), markets and
distributes premium beverages under the Jones(R) Soda, Jones
Zilch(R), Natural Jones(TM) Soda and WhoopAss(TM) Energy Drink
brands and sells through its distribution network.


KANKAKEE COUNTY, IL: Moody's Cuts Rating on $6.6MM Certs to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has downgraded to Baa3 from Baa1 the
rating on Kankakee County and the Kankakee County Public Building
Commission (IL)'s $18.8 million of outstanding general obligation
(GO) debt. Concurrently, Moody's has downgraded the rating on the
county's $6.6 million of outstanding GO limited tax debt
certificates to Ba1 from Baa2. The outlook on the ratings is
negative.

The outstanding General Obligation Unlimited (GOULT) tax bonds are
secured by the county's GO tax pledge without limitation as to
rate or amount. The county's outstanding GO limited tax debt
certificates are secured by the county's pledge to pay debt
service from any legally available revenues, the collection of
which is subject to statutory limitations.

Summary Ratings Rationale

The Baa3 GOULT rating reflects the county's multi-year trend of
operating deficits resulting in a distressed financial position as
well as its limited financial flexibility. The Baa3 rating further
incorporates the county's sizable tax base, slightly below average
resident income indices, and modest direct debt burden with
significant outstanding capital needs. The Ba1 rating on the
county's debt certificates reflects the weaker security of the
certificates, which do not benefit from a dedicated tax levy.

The negative outlook reflects the likelihood that the county's
financial position will continue to deteriorate given its limited
revenue raising ability and ongoing expenditure challenges.
Failure to restore operational balance could strain the county's
ability to meet cash flow needs should it reach short-term
borrowing limits, potentially impacting fiscal 2016 financial
operations.

Strengths

-- Low direct debt burden with rapid principal amortization

-- Sizable tax base

Challenges

-- Expected continuance of operational imbalance absent
    significant expenditure adjustments or voter approval of an
    increased sales tax

-- Limited revenue raising and expenditure flexibility

-- Significant outstanding capital needs

Outlook

The negative outlook reflects the likelihood that the county's
financial position will continue to deteriorate given its limited
revenue raising ability and ongoing expenditure challenges.
Failure to restore operational balance could begin to strain the
county's ability to meet its cash flow needs once it reaches
short-term borrowing limits, potentially impacting fiscal 2016
financial operations.

What Could Move The Rating UP (Removal Of The Negative Outlook)

-- Implementation of significant expenditure reductions or
    revenue enhancements leading to material operating surplus

-- Reduction or elimination of deficit General Fund position

What Could Move The Rating DOWN

-- Further growth in the county's deficit position

-- Failure of proposed sales tax increase to be approved by
    voters or make other operational adjustments

-- Significant increase in the county's debt burden

The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.


KEMET CORP: NEC TOKIN Deal No Impact on Moody's 'Caa1' CFR
----------------------------------------------------------
Moody's Investors Service said KEMET Corp.'s Caa1 Corporate Family
Rating ("CFR") and Senior Secured Rating are not affected by the
amendments to the NEC TOKIN Corp. ("NEC TOKIN") option agreement
extending the exercise dates of both KEMET's call options and NEC
Corp.'s ("NEC") put option on the NEC TOKIN shares, but the
development is credit positive.

KEMET Corp., based in Greenville, South Carolina, is a
manufacturer and supplier of passive electronic components,
specializing in tantalum, multilayer ceramic, film, solid
aluminum, electrolytic, and paper capacitors.


LDR INDUSTRIES: Has Interim Authority to Tap $1.25MM DIP Loan
-------------------------------------------------------------
Judge Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, gave LDR
Industries, LLC, interim authority to obtain a senior secured
superpriority DIP loan in an amount not to exceed $1,250,000 from
JPMorgan Chase Bank, N.A.

The DIP Loan accrues interest at the Chase Bank Floating Rate plus
100 basis points, and matures on Dec. 31, 2014.

JPMorgan is also the Debtor's prepetition lender.  As of the
Petition Date, the amount due to JPMorgan is $14,816,801 under a
revolving line of credit, $2,636,666 under a term loan, and
$1,540,000 under letters of credit.  JPMorgan, as prepetition
lender, will receive adequate protection to secure the prepetition
indebtedness in the form of replacement security interests in and
liens on all of the DIP collateral.

A final hearing to consider the motion will be held on Sept. 25,
2014, at 11:00 a.m.  Objections are due Sept. 22.

A full-text copy of the Interim Cash Collateral Order with Budget
is available at http://bankrupt.com/misc/LDRcashcol0904.pdf

                       About LDR Industries

For over 75 years, Chicago-based LDR Industries and its
predecessor companies have engaged 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.

LDR Industries, LLC, sought Chapter 11 protection (Bankr. N.D.
Ill. Case No. 14-32138) in Chicago, Illinois on Sept. 2, 2014,
with plans to sell the business following a dispute with the U.S.
Customs.

The bankruptcy case is assigned to Honorable Judge Pamela S.
Hollis.  The Debtor is represented by attorneys at Reed Smith LLP.

The Chicago-based company estimated $10 million to $50 million in
assets and debt.


LEHMAN BROTHERS: Brokerage Trustee to Begin Paying Creditors
------------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported
that James W. Giddens, the trustee for Lehman Brothers Holdings
Inc.'s brokerage unit will begin distributing $2.6 billion to
unsecured creditors.  According to the report, the rest of the
roughly $3.5 billion will be repaid as Mr. Giddens receives
required tax forms.  The payments represent a recovery of about
17% of total unsecured claims against the brokerage, the Journal
cited Mr. Giddens as saying in a statement.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33
billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Lists California Project for Sale
--------------------------------------------------
Kris Hudson, writing for Daily Bankruptcy Review, reported that
Lehman Brothers Holdings Inc. is listing for sale the Pacifica San
Juan project in San Juan Capistrano, California.  According to the
report, the failed investment bank continues to sell prime
California land left over from its ill-fated partnership with
SunCal during the boom years.  The Pacifica San Juan project is a
318-lot subdivision that is one of the last large undeveloped
tracts in Orange County, the report related.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33
billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LOFINO PROPERTIES: Chapter 11 Trustee Gets Approval to Hire Gibbs
-----------------------------------------------------------------
The bankruptcy trustee of Lofino Properties LLC received approval
from U.S. Bankruptcy Judge Lawrence Walter to hire Gibbs Firm,
LPA, as his special counsel.

The approval came after the company reached an agreement with
Glicny Real Estate Holding, LLC and First Financial Bank, N.A.,
which previously objected to its application to hire the law firm.

In its objection, First Financial complained that availing the
services of the firm would only benefit Glicny and that it would
result in additional cost on the estate.

Under the agreement, Henry Menninger, Jr., the bankruptcy trustee,
will be allowed to retain funds from Glicny's cash collateral to
pay the law firm's expenses related to real estate tax appeals for
property that is subject to mortgages held by Glicny.  The trustee
will also use the funds to pay the fees of the law firm approved
by the court.

Mr. Menninger tapped the firm to provide legal services, which
include filing an appeal of real estate tax assessments on
properties owned by Lofino that are subject to the mortgages held
by Glicny.

              About Lofino Properties & Southland 75

Dayton, Ohio-based Lofino Properties, LLC, which owns retail
stores, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34099) on Oct. 4, 2013.  Lofino Properties listed assets of
$19.91 million and liabilities of about $13.15 million.

A sister company, Southland 75 LLC, which owns a strip shopping
center, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34100) on the same day.  Southland 75 listed assets of $8.09
million and liabilities of $5.62 million.

The Hon. Judge Lawrence S. Walter presides over the cases.
According to the petitions, attorneys at Pickrel, Schaeffer, and
Ebeling, in Dayton, Ohio, represent the Debtors as counsel.  The
petitions were signed by Michael D. Lofino, managing member.

In re Southland 75, LLC, case no. 13-34100, has been substantively
consolidated on lead case no. 13-34099.

Henry E. Menninger, Jr., has been appointed the chapter 11
trustee, and is represented by Raymond J. Pikna, Jr., Esq., at
Wood & Lamping LLP.

Attorneys for lender, First Financial Bank, N.A., can be reached
at Robert G. Sanker, Esq., and Jason V. Stitt, Esq., at Keating
Muething & Klekamp PLL.

Maria Mariano Guthrie, Esq., and Leon Friedberg, Esq., at Carlile
Patchen & Murphy, represent Jamie Hadac at Foresite Realty, as
Receiver.

Larry J. McClatchey, Esq., at Kegler Brown Hill + Ritter,
represents LCM Investments Management LLC.

GLICNY Real Estate Holding, LLC, is represented by Isaac M.
Gabriel, Esq., at Quarles & Brady LLP; and Gilbert E. Blomgren,
Esq., at Blomgren & Bobka Co., L.P.A.


LOVE CULTURE: Gets Approval to Hire Point North, J.E. Bunka as CRO
------------------------------------------------------------------
Love Culture Inc. received approval from U.S. Bankruptcy Judge
Novalyn Winfield to hire Point North LLC, which will provide the
company with a chief restructuring officer.

Pursuant to the terms of an engagement letter between the company
and Point North, J.E. Rick Bunka, a member of the firm, will be
appointed to serve as the company's chief restructuring officer.

Mr. Bunka, in collaboration with Love Culture's senior management,
will manage its financial and treasury functions and help the
company in its restructuring negotiations with stakeholders.

Mr. Bunka will also help the company develop future business and
project plans, manage its financial performance in accordance with
those business plans, and prepare a plan of reorganization and
other documents required by the court.

Pursuant to the engagement letter, Mr. Bunka will be paid $275 per
hour for his services, plus $100,000 in fees if he is able to get
court approval for the company's bankruptcy plan, complete a sale
of its assets, or consummate any recapitalization or refinancing
of the company's debt.

Mr. Bunka will bill the company via debits against the evergreen
security retainer of $50,000 for his work-related expenses,
according to court filings.

In a declaration, Mr. Bunka disclosed that his firm "knows of no
fact or situation that would represent a conflict of interest" for
his firm with regard to the company.

                       About Love Culture

Love Culture Inc. filed a Chapter 11 bankruptcy petition (Bankr.
D. N.J. Case No. 14-24508) on July 16, 2014.  J.E. Rick Bunka
signed the petition as chief restructuring officer.  The Debtor
estimated assets of $10 million to $50 million and liabilities of
at least $10 million.  Judge Novalyn L. Winfield presides over the
case.

Lowenstein Sander LLP acts as the Debtor's counsel.
PricewaterhouseCoopers LLP serves as the Debtor's financial
advisor.  Epiq Systems is the Debtor's claims and noticing agent.
Consensus Advisory Service LLC and Consensus Securities LLC is the
Debtor's investment banker.

On July 23, 2014, the U.S. Trustee for Region 3 appointed GGP
Limited Partnership, Simon Property Group Inc. and Washington
Prime Group Inc., The Macerich Co., Lux Design & Construction
Limited, and Touch Me Fashion Inc. to serve as members of the
official committee of unsecured creditors.  New York-based law
firm Cooley, LLP serves as the committee's counsel.


LOVE CULTURE: Gets Approval to Hire Consensus as Investment Banker
------------------------------------------------------------------
Love Culture Inc. received court approval to hire Consensus
Advisory Services LLC and Consensus Securities LLC as its
investment banker.

The services to be provided by the firms include:

     * Advise and assist the company in identifying and evaluating
       strategic alternatives available to the company, including:

       (1) entering into a contractual relationship for (i) a
           material joint venture or other legal organization, or
          (ii) a material expansion of the company's commercial
           business with a third party;

       (2) adding capital in the form of senior debt, junior debt
           or equity in support of entrance into a material
           contractual relationship;

       (3) a sale of the company's business;

       (4) a financial restructuring including a recapitalization,
           reorganization or liquidation of the company.

     * Identify sources of capital to facilitate any transaction
       the company elects to pursue;

     * Advise the company as to the timing, structure and pricing
       of any transaction;

     * Identify, update and review with the company on an ongoing
       basis a list of proposed parties that may be interested in
       engaging in any of those transactions;

     * Assist management of the company and its financial adviser
       in the preparation, review and comment upon a company
       information memorandum for the purpose of soliciting
       interest from third parties to engage in any of those
       transactions.

Consensus will seek compensation as follows:

     * Prior to its bankruptcy filing, Love Culture paid to
       Consensus a retainer of $25,000.  The retainer will be
       credited to any amounts payable by the company.
.
     * In the event Love Culture elects to enter into and
       consummate a capital transaction during the term of
       Consensus' engagement, or if their agreement is terminated
       without cause by the company, and within 12 months of the
       termination of the agreement it enters into a transaction
       involving another party, (i) Love Culture will pay to
       Consensus a fee equal to 5% of the gross consideration
       received by the company in respect to a capital raise where
       it raises equity or other capital junior to a senior
       secured debt facility; or (ii) in the event that the
       capital transaction consists of a raise of senior secured
       debt capital or the refinancing of the company's existing
       bank indebtedness, a fee of 1% of the amount raised.

     * In the event Love Culture elects to enter into and
       consummate a material contractual relationship transaction
       during the term of Consensus' engagement, or if the their
       agreement is terminated without cause by the company and,
       within 12 months of the termination it enters into a
       material contractual relationship transaction involving
       another party, Love Culture will pay to Consensus a fee
       equal to $300,000.

     * If a sale or sale alternative occurs during the term of
       Consensus' engagement or if the agreement is terminated
       without cause by Love Culture, and within 12 months of the
       termination a sale or sale alternative occurs involving
       another party, the company will pay the firm a fee equal to
       the sum of $300,000, plus 1.5% of the purchase price.
.
Consensus does not hold an interest adverse to the company's
estate and is a "disinterested person" under section 101(14) of
the Bankruptcy Code, according to a declaration by Michael O'Hara,
managing member and chief executive officer of the firm.

                       About Love Culture

Love Culture Inc. filed a Chapter 11 bankruptcy petition (Bankr.
D. N.J. Case No. 14-24508) on July 16, 2014.  J.E. Rick Bunka
signed the petition as chief restructuring officer.  The Debtor
estimated assets of $10 million to $50 million and liabilities of
at least $10 million.  Judge Novalyn L. Winfield presides over the
case.

Lowenstein Sander LLP acts as the Debtor's counsel.
PricewaterhouseCoopers LLP serves as the Debtor's financial
advisor.  Epiq Systems is the Debtor's claims and noticing agent.
Consensus Advisory Service LLC and Consensus Securities LLC is the
Debtor's investment banker.

On July 23, 2014, the U.S. Trustee for Region 3 appointed GGP
Limited Partnership, Simon Property Group Inc. and Washington
Prime Group Inc., The Macerich Co., Lux Design & Construction
Limited, and Touch Me Fashion Inc. to serve as members of the
official committee of unsecured creditors.  New York-based law
firm Cooley, LLP serves as the committee's counsel.


LOVE CULTURE: Gets Approval to Hire PwC as Financial Adviser
------------------------------------------------------------
Love Culture Inc. received approval from U.S. Bankruptcy Judge
Novalyn Winfield to hire PricewaterhouseCoopers LLP as its
financial adviser.

As financial adviser, PricewaterhouseCoopers will:

     (1) Analyze the company's short-term cash flow forecasting
         and management procedures.

     (2) Advise and assist the company regarding potential process
         improvements and short-term working capital improvements,
         including assistance in the company's development of
         tools it has decided to implement or modify, on an "as
         is" basis.

     (3) Advise and assist the company regarding its
         identification and implementation of both short-term and
         long-term liquidity generating initiatives.

     (4) Advise and assist the company regarding its development
         of cash flow projections and business restructuring
         plans.

     (5) Prepare sensitivity analyses related to the company's
         forecasts and assumptions.

     (6) Advise the company and analyze any proposed asset sales
         or other proposed transactions in which it seeks
         bankruptcy court approval.

     (7) Advise the company in connection with its negotiations
         with lenders regarding debtor-in-possession and exit
         financing facilities.

     (8) Provide financial analysis of facts relating to
         pre-bankruptcy asset transfers and transactions.

     (9) Testify as a "fact or percipient witness" in the
         company's bankruptcy court proceedings.
.
    (10) Advise and assist the company regarding its accumulation
         of data and preparation of various schedules, account
         analyses, and reconciliations.

PwC will be paid on an hourly basis and will receive reimbursement
for work-related expenses.  The firm's hourly rates are:

         Partner/Principal            $750-875
         Director/Senior Manager      $500-600
         Manager                      $400-500
         Senior Associate             $300-400
         Associate                    $200-300
         Para-professional            $100-150

Pursuant to its agreement with the company, the firm will apply a
5% discount on all invoices under the agreement.

The firm does not hold an interest adverse to the company's estate
and is a "disinterested person" pursuant to section 101(14) of the
Bankruptcy Code, according to a declaration by Perry Mandarino, a
partner at PwC.

                       About Love Culture

Love Culture Inc. filed a Chapter 11 bankruptcy petition (Bankr.
D. N.J. Case No. 14-24508) on July 16, 2014.  J.E. Rick Bunka
signed the petition as chief restructuring officer.  The Debtor
estimated assets of $10 million to $50 million and liabilities of
at least $10 million.  Judge Novalyn L. Winfield presides over the
case.

Lowenstein Sander LLP acts as the Debtor's counsel.
PricewaterhouseCoopers LLP serves as the Debtor's financial
advisor.  Epiq Systems is the Debtor's claims and noticing agent.
Consensus Advisory Service LLC and Consensus Securities LLC is the
Debtor's investment banker.

On July 23, 2014, the U.S. Trustee for Region 3 appointed GGP
Limited Partnership, Simon Property Group Inc. and Washington
Prime Group Inc., The Macerich Co., Lux Design & Construction
Limited, and Touch Me Fashion Inc. to serve as members of the
official committee of unsecured creditors.  New York-based law
firm Cooley, LLP serves as the committee's counsel.


LOVE CULTURE: Committee Objects to Salus DIP Financing Deal
-----------------------------------------------------------
The official committee of unsecured creditors of Love Culture
Inc., asks the Bankruptcy Court to deny Love Culture's request to
obtain postpetition financing from Salus Capital Partners, LLC,
unless the terms are substantially modified.

The proposed DIP facility is a revolving credit facility of up to
$12 million. In exchange for the funding, Salus requires a rollup
of $7.8 million, including a $390,000 termination fee and $210,000
in legal costs. Salus also requires payment of $900,000 in DIP
fees and expenses, including but not limited to an exit fee of
$360,000 and Salus' professional fees of $360,000.

Richard S. Kanowitz, Esq., at Cooley LLP, in New York, points out
that every action taken by Love Culture and Salus has made clear
that their sole objective is to liquidate Love Culture's assets
for the exclusive benefit of Salus.

To achieve that goal, argues Mr. Kanowitz, Love Culture has
already sought and received approval of a fast-track liquidation
sale process, which is scheduled to be substantially consummated
within the first two weeks of the Chapter 11 case without
conferring any benefit to unsecured creditors.

According to Mr. Kanowitz, the liquidation sale of Love Culture's
inventory under a stalking horse agency agreement alone is not
likely to result in an administratively solvent estate. Mr.
Kanowitz adds that the DIP budget fails to provide for the payment
of some administrative claims and wind-down costs of the Chapter
11 estate. In fact, he notes, the DIP budget covers little more
than the rollup of a significant portion of Salus' prepetition
claims as well as hefty fees payable to Salus and their
professionals.

Mr. Kanowitz explains that after accounting for the rollup, Salus
is lending only up to $4.2 million, much of which is going to pay
for additional inventory to be liquidated alongside Salus'
existing collateral. For this limited new money, he points out,
Salus is saddling the estate with $900,000 in fees and expenses in
addition to a host of other overreaching provisions in the DIP
facility.

Mr. Kanowitz tells the Court that under these circumstances,
general unsecured creditors will receive no benefit from
supporting the Chapter 11 process.

The Macerich Company, one of Love Culture's landlords, supports
the committee's objection to the DIP financing, stressing that
Love Culture should surcharge Salus for the costs associated with
disposing of landlord's collateral, including payment of rent and
charges.

Likewise, some Taubman landlords, operators of regional retail
shopping centers leased by Love Culture, objects to the DIP
financing without a guarantee of payment of their administrative
expenses.

The committee is represented by:

     Jay R. Indyke, Esq.
     Richard S. Kanowitz, Esq.
     Michael A. Klein, Esq.
     COOLEY LLP
     1114 Avenue of the Americas
     New York, NY 01136
     Tel: (212) 479-6000
     Fax: (212) 479-6275

Macerich is represented by:

     Jeff J. Friedman, Esq.
     KATTEN MUCHIN ROSENMAN LLP
     575 Madison Avenue
     New York, NY 10022

          - and -

     Dustin P. Branch, Esq.
     KATTEN MUCHIN ROSENMAN LLP
     2029 Century Park East, Suite 2600
     Los Angeles, CA 90067

The Taubman landlords are represented by:

     Sandy L. Galacio, Jr., Esq.
     WINDELS MARX LANE & MITTENDORF, LLP
     120 Albany Street Plaza, 6th Floor
     New Brunswick, NJ 08901
     Tel: (732) 846-7600
     Fax: (732) 846-8877
     E-mail: sgalacio@windelsmarx.com

          - and -

     Andrew S. Conway, Esq.
     200 East Long Lake Road, Suite 300
     Bloomfield Hills, MI 48304
     Tel: (248) 258-7427
     E-mail: Aconway@taubman.com

Love Culture Inc. filed a Chapter 11 bankruptcy petition (Bankr.
D. N.J. Case No. 14-24508) on July 16, 2014.  J.E. Rick Bunka
signed the petition as chief restructuring officer.  The Debtor
scheduled $90,198,494 in total assets and $63,047,567 in total
liabilities.  Judge Novalyn L. Winfield presides over the case.

Lowenstein Sander LLP acts as the Debtor's counsel.
PricewaterhouseCoopers LLP serves as the Debtor's financial
advisor.  Epiq Systems is the Debtor's claims and noticing agent.
Consensus Advisory Service LLC and Consensus Securities LLC is the
Debtor's investment banker.


LUCARELLI'S EXECUTIVE: Conn. Judge Defers Ruling on Exit Plan
-------------------------------------------------------------
In a matter of first impression, Bankruptcy Judge Julie A. Manning
in Connecticut ruled that the Bankruptcy Abuse Prevention and
Consumer Protection Act of 2005 modified, but did not eliminate,
the absolute priority rule in individual Chapter 11 cases.

Judge Manning, accordingly, declined to confirm the proposed
Chapter 11 plan of reorganization filed in two separate, but
jointly-administered Chapter 11 bankruptcy cases, In re Richard
and Stephanie D. Lucarelli, Case No. 13-30350 and In re
Lucarelli's Executive Answering Service, LLC, Case No. 13-30443.
The court said it will enter a separate order scheduling a status
conference to address confirmation issues.

Richard and Stephanie Lucarelli on Feb. 27, 2013, filed their
individual Chapter 11 case.  On March 13, 2013, Lucarelli's
Executive Answering Service, LLC -- LEAS -- filed its corporate
Chapter 11 case.  The Lucarellis are the owners and managers of
LEAS.

On Feb. 12, 2014, the Lucarellis and LEAS filed a Motion for Joint
Administration of the related Chapter 11 cases, which was granted
by the Court.

On March 5, 2014, the Lucarellis and LEAS filed a Second Amended
Joint Chapter 11 Plan of Reorganization.  The Joint Plan as
proposed contains eight classes of creditors.  If the Joint Plan
is confirmed, it would be binding on all creditors.

The Joint Plan does not pay all creditors in full and therefore
contains impaired classes of creditors.  However, under the Joint
Plan, the Lucarellis would retain their ownership interests in
LEAS while unsecured creditors would not be paid in full.

None of the creditors of LEAS voted to reject the Joint Plan or
objected to confirmation of the Joint Plan.  However, three Class
8 unsecured creditors of the Lucarellis, whose claims will not be
paid in full and are therefore impaired, voted to reject the Joint
Plan.  One of the rejecting Class 8 unsecured creditors, Sweet
Delights, LLC, also filed a written objection to confirmation,
arguing that the Joint Plan violates the absolute priority rule.

The Lucarellis and LEAS argue that the Joint Plan can still be
confirmed over the objection of Sweet Delights because of the
proposed "new value" contribution by the Lucarellis.

The court declines to address either of these issues at this time.
The court said 11 U.S.C. Section 1129(a)(15) must complied with if
the Lucarellis and LEAS wish to have the Joint Plan confirmed.
Furthermore, even if the new value exception to the absolute
priority rule applies, the Lucarellis and LEAS have not yet
submitted adequate evidence to allow the court to determine if the
proposed contribution of "new value" is sufficient, the court
said.

A copy of the Court's Sept. 4, 2014 Memorandum of Decision is
available at http://is.gd/2Pxppvfrom Leagle.com.

Attorney for Richard and Stephanie Lucarelli:

     Kenneth Lenz, Esq.
     LENZ LAW FIRM, LLC
     236 Boston Post Road
     Orange, CT 06477

Attorney for Lucarelli's Executive Answering Service, LLC:

     Carl T. Gulliver, Esq.
     COAN, LEWENDON, GULLIVER & MILTENBERGER, LLC
     495 Orange Street
     New Haven, CT 06511

Attorney for unsecured creditor Sweet Delights, LLC:

     Michael A. Carbone, Esq.
     ZELDES, NEEDLE & COOPER, P.C.
     1000 Lafayette Boulevard
     Bridgeport, CT 06604


MACKEYSER HOLDINGS: Obtains $1MM DIP Loan From Health Evolution
---------------------------------------------------------------
MacKeyser Holdings, LLC, and its affiliates sought and obtained
the Bankruptcy Court's authority to avail debtor-in-possession
financing consisting of a first-lien superpriority term loan
multi-draw facility for $1,052,105 from Health Evolution Partners
Fund I, LP, and Series F of Health Evolution Partners Co-Invest,
LLC.

Mackeyser will use proceeds of the DIP facility to fund operations
and pursue a sale and liquidation process and the funding of
escrow accounts.

The lenders are granted automatically perfected security interests
in and liens in all collateral. Adequate protection is provided to
any secured parties whose existing liens and security interest in
the collateral are being primed by the DIP liens or whose
collateral is being used by Mackeyser.

Mackeyser is further authorized to deliver all instruments and
documents, and to pay all related fees that are necessary for
performance of their obligations under the DIP financing.

The parties agree that the terms of the DIP financing are
reasonable under the circumstances and have been negotiated in
good faith.

The objections to the DIP financing filed by Sam Vaziri Vance,
Inc., doing business as Sama Eyewear and Oticon, Inc., have been
resolved. Negotiations with the official committee of unsecured
creditors are ongoing.

                  About MacKeyser Holdings, LLC

MacKeyser Holdings, LLC and its operating affiliates -- American
Optical Services, LLC, and Exela Hearing Services, LLC -- manage
integrated eye care and hearing systems providers with over 80
optical retail, optometry and ophthalmology locations in 14
states.  Within certain of the Company's locations, dedicated
audiology and dispensing staff conduct diagnostics, fitting and
dispensing of hearing systems.

MacKeyser Holdings, LLC, American Optical Services, Inc. and their
affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
Nos. 14-11528 to 14-11550) on June 20, 2014.  David R. Hurst,
Esq., and Marion M. Quirk, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, PA.  The Debtors' financial advisor is GlassRatner
Advisory & Capital Group.  The investment banker is Hammond Hanlon
Camp LLC.  The noticing and claims management agent is American
Legal Claim Services, LLC.

In its petition, MacKeyser Holdings estimated $50 million to $100
million in both assets and liabilities.

The petitions were signed by Thomas J. Allison, authorized
officer.

The U.S. Trustee for Region 3 has appointed three creditors
to serve on the official committee of unsecured creditors.


MATTRESS FIRM: Moody's Puts 'B2' Rating on Review for Downgrade
---------------------------------------------------------------
Moody's Investors Service placed Mattress Firm Holding Corp.'s
("Mattress Firm", B2 positive) ratings on review for downgrade
following the company's announcement that it had entered into an
agreement to acquire all of the outstanding equity interest in The
Sleep Train, Inc. in a transaction valued at approximately $425
million, as well as assumption of an estimated $15 million of
additional target company liabilities. The exact terms of
conditions of the transaction have not been announced, however the
company has disclosed its plan to finance the deal with
approximately 90% of cash and debt, and 10% of common stock.

Considering the company's current low level of funded debt,
positive earnings momentum, and greater scale following the
acquisition, a downgrade of the B2 corporate family rating upon
conclusion of the ratings review is probably unlikely, however
Mattress Firm's positive outlook, which was premised on
expectations for near-term leverage improvement, is more in doubt.
Moody's expects that the acquisition, combined with the announced
$60 million primarily debt-financed purchase of Back to Bed,
Bedding Experts and Mattress Barn stores, will raise the company's
leverage with its funded debt more than doubling to approximately
$750 million from $300 million. Importantly, while Mattress Firm
has a track record of executing numerous smaller acquisitions, the
transformative nature of the Sleep Train deal introduces
meaningful integration risk.

Notwithstanding these concerns, Moody's favorably views the
strategic rationale for the acquisition, which will allow Mattress
Firm to leverage a nationwide delivery and distribution system and
realize significant synergies. Sleep Train dominates the West
Coast market (where Mattress Firm has little presence) with 311
stores mostly in California, Washington and Oregon, and $471
million in reported revenue as of December 2013. Including the
announced acquisitions, Mattress Firm will have more than doubled
its store base since the 2011 IPO, spending more than $500 million
on acquisitions in aggregate, in addition to about $25 million
annually on store openings.

Mattress Firm Holding, Corp. ratings placed on review for
downgrade:

  Corporate Family Rating, B2

  Probability of Default Rating, B2-PD

Mattress Holding Corp. ratings placed on review for downgrade:

  $100 million Senior Secured Revolving Credit Facility due 2016,
  B1 (LGD3)

  $300 million Senior Secured Term Loan due 2016, B1 (LGD3)

Ratings Rationale

The review will focus on the terms for the proposed transaction,
the expected performance of the combined entities, pro forma
credit metrics, the plans for integration, as well as the combined
organization's free cash flow generation capabilities and
liquidity needs.

Mattress Firm Holding Corp. is a mattress retailer with over 1,500
company-operated and franchised stores in 36 states, with
concentration in the Southern and Midwestern United States. The
company is publicly traded but J.W. Childs owns just under 50%.
Mattress Holding Corp. is a direct parent of the sole operating
entity of Mattress Firm and the borrower under bank credit
facilities. Revenues for the twelve months ended July 29, 2014
were approximately $1.4 billion.

The principal methodology used in this rating was 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.


MOMENTIVE PERFORMANCE: Judge Says Bondholders Can't Change Votes
----------------------------------------------------------------
Tom Corrigan, writing for Daily Bankruptcy Review, reported that
U.S. Bankruptcy Judge Robert Drain in White Plains, New York,
refused to allow Momentive Performance Materials Inc.'s senior
bondholders to change their vote to "yes" after they had earlier
rejected the company's restructuring plan.  According to the DBR
report, Judge Drain was skeptical of the bondholders' arguments
and ultimately denied their request.

Nick Brown, writing for Reuters, said the offer by senior
bondholders to change their votes met with resistance from
Momentive, which viewed the shift as an effort to avoid repayment
in the form of a long-term note, rather than cash.  The
bondholders, led by Wilmington Trust and BOK Financial Corp., were
to be repaid in full on about $1 billion of debt, but were at odds
with Momentive over whether they were also entitled to an extra
premium known as a make-whole payment, worth hundreds of millions
of dollars, for the early redemption of their notes.

The DBR also reported that Momentive amended its restructuring
plan to comply with a bankruptcy judge's requirement that the
company pay its top-ranking bondholders a slightly higher interest
rate.  With the updated plan, filed on Sept. 3, Momentive took
what is likely to be the final step in securing Judge Drain's
signature on its proposal to slash more than $3 billion from its
balance sheet, the DBR said.

BankruptcyData reported that U.S. Bank National Association, as
indenture trustee, objected to the proposed order (i) confirming
Momentive's Plan and (ii) adjudicating certain adversary
proceedings.  According to BData, U.S. Bank complained that the
Proposed Order impermissibly -- and without any due process --
seeks to disallow its claims for fees and expenses to be incurred
after the Effective Date.  Moreover, the Proposed Order seeks the
categorical disallowance after the Debtors represented to the
Court that all parties had agreed that the claim would not be
subordinated, with parties reserving rights as to allowance, U.S.
Bank said, BData further related.

The senior subordinated noteholders have said they will file an
appeal once Judge Drain formally approves Momentive's
reorganization plan, Bill Rochelle, the bankruptcy columnist for
Bloomberg News, reported.  The noteholders also want the judge to
hold up distributions under the Chapter 11 plan so their appeal
doesn?t become an exercise in futility, Mr. Rochelle said.  The
subordinated noteholders are willing to expedite their appeal;
however, they aren?t offering to post a bond to cover damages to
other parties should they lose, Mr. Rochelle added.

                   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.


NEVEL PROPERTIES: SHF Doesn't Own Well Lease, 8th Cir. Says
-----------------------------------------------------------
A three-judge panel of the United States Court of Appeals for the
Eighth Circuit affirmed a bankruptcy court ruling that SHF
Holdings, LLC, which acquired the vestiges of Sholom Rubashkin's
bankrupt Agriprocessors, Inc., now rebranded as Agri Star, does
not have any rights to a well located on land owned by debtor
Nevel Properties Corporation, currently owned by Sholom
Rubashkin's brother Tzvi "Heshy" Rubashkin.  SHF's assertion that
it clearly acquired the well lease is flawed because, as SHF
concedes, "the Well Lease and Easement was not specifically listed
as an asset to be sold."  It was not listed, of course, because it
had already been rejected, the Appeals Court said.

A copy of the Eighth Circuit's Aug. 28, 2014 decision is available
at http://tinyurl.com/l987rmcfrom Leagle.com.

Nevel Properties Corporation filed for Chapter 11 bankruptcy
Protection (Bankr. N.D. Iowa Case No. 09-00415) on March 2, 2009.
Nevel estimated less than $50,000 in assets and more than
$1 million in liabilities.  Nevel is a rental property company
owned by the Rubashkin family, which also owns the Agriprocessors
slaughterhouse.


NEW BERN RIVERFRONT: United Forming Wins Summary Judgment
---------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse granted the motion for
summary judgment filed by United Forming, Inc., regarding the
third party complaint of Weaver Cooke Construction, LLC.  The
Court said Weaver Cooke has not made a sufficient showing to
support its causes of action and therefore, United Forming is
entitled to judgment as a matter of law.

Weaver Cooke asserts negligence and breach of express warranty
claims against United related to the development of the SkySail
Luxury Condominiums in New Bern, North Carolina.

A copy of Judge Humrickhouse's' Sept. 5 Order available at
http://is.gd/K0c5Pafrom Leagle.com.

Debtor New Bern Riverfront Development, LLC, the owner and
developer of the SkySail Project, filed on March 30, 2009, an
action in Wake County Superior Court against nine individual
defendants related to the alleged defective construction of the
SkySail Condos.  The named defendants in the State Action
included: New Bern's general contractor, Weaver Cooke; Travelers
Casualty and Surety Company of America; National Erectors Rebar,
Inc. f/k/a National Reinforcing Systems, Inc.; and certain
subcontractors of the general contractor.  The State Action was
removed to the United States District Court for the Eastern
District of North Carolina on December 16, 2009, and subsequently
transferred to this court on February 3, 2010.  After voluntarily
dismissing its causes of action as to the subcontractors named as
defendants in the State Action, New Bern filed its first amended
complaint on May 6, 2010, asserting claims against Weaver Cooke;
Travelers; National Erectors Rebar, Inc. f/k/a NRS, and the
additional parties of J. Davis Architects, PLLC, and Fluhrer Reed,
PA.

Weaver Cooke filed an answer to New Bern's first amended complaint
and a third-party complaint against Wachovia Bank, National
Association and Wells Fargo & Company f/d/b/a Wachovia
Corporation. Absent as third-party defendants in Weaver Cooke's
original third-party complaint were any of the subcontractors
hired by Weaver Cooke during the construction of the SkySail
Project.  Weaver Cooke then filed its second, third-party
complaint asserting claims of negligence, contractual indemnity
and breach of express warranty against many of the subcontractors
hired during the construction of the SkySail Project, including
United.

                     About New Bern Riverfront

Cary, North Carolina-based New Bern Riverfront Development, LLC,
is the developer of SkySail Condominium, consisting of 121
residential condominiums (plus 1 commercial/non-residential unit)
located on Middle Street on the waterfront in historic downtown
New Bern, North Carolina, and sells the SkySail Condominiums in
the ordinary course of business.  New Bern Riverfront filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No.
09-10340) on Nov. 30, 2009.  John A. Northen, Esq., at Northen
Blue, LLP, represents the Debtor.  The Company disclosed
$31,515,040 in assets and $25,676,781 in liabilities as of the
Chapter 11 filing.

New Bern Riverfront has filed an Amended Plan of Reorganization,
which represents a consensual plan negotiated with the Debtor's
secured creditor, Wells Fargo Bank, N.A.  The Debtor contemplates
selling properties.


NEW BREED: Moody's Withdraws 'B2' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of New Breed
Holding Company, including the B2 Corporate Family Rating and the
B2 ratings of New Breed's $350 million senior secured credit
facilities. This rating action follows the announcement on
Sept. 2, 2014 that XPO Logistics, Inc. has completed its
acquisition of New Breed.

Ratings Rationale

Following the completion of the acquisition of New Breed, all
amounts outstanding under the company's $300 million senior
secured Term Loan B have been repaid in full. In addition, New
Breed's $50 million senior secured revolving credit facility has
been terminated. Consequently, Moody's has withdrawn all ratings
of New Breed.

Withdrawals:

Issuer: New Breed Holding Company

   Corporate Family Rating, Withdrawn, previously rated B2

   Probability of Default Rating, Withdrawn, previously rated
   B2-PD

   Senior Secured Bank Credit Facility, Withdrawn, previously
   rated B2 (LGD3)

Outlook Actions:

Issuer: New Breed Holding Company

   Outlook, Changed To Rating Withdrawn From Stable


NMBFIL INC: Asks Court to Move Deadline to File SALs to Sept. 30
----------------------------------------------------------------
NMBFiL, Inc., is asking U.S. Bankruptcy Judge Peter Walsh to
extend the deadline to file its schedules of assets and
liabilities and statement of financial affairs.  The company wants
to move the deadline for filing the documents to Sept. 30, saying
the extension is necessary given "the scope and complexity" of its
bankruptcy case.

                          About NMBFiL

Medina, Ohio-based NMBFiL, Inc., filed a bare-bones Chapter 11
bankruptcy petition (Bankr. D. Del. Case No. 14-11942) on Aug. 15,
2014, without stating a reason.

The case is assigned to Judge Peter J. Walsh.  Daniel J.
DeFranceschi, Esq., at Richards, Layton & Finger, in Wilmington,
Delaware, serves as counsel.

On May 31, 2010, Specialty Products Holding Corp. and Bondex
International, Inc., both of which are affiliates of Debtor
NMBFil, Inc., each filed a petition for relief under Chapter 11 of
the Bankruptcy Code.  Debtor NMBFiL intends to file a motion
requesting that its Chapter 11 case be jointly administered with
the Initial Debtors' Chapter 11 cases for administrative purposes
only.


OCTAVIAR ADMINISTRATION: Hedge Funds Can't Escape Conveyance Suit
-----------------------------------------------------------------
Law360 reported that a New York federal judge refused to dismiss a
complaint brought by liquidators of Australia-based Octaviar
Administration Pty Ltd. against Fortress Investment Group LLC and
affiliates over an allegedly fraudulent conveyance, finding
defendants' willingness to move the case to Australia a
contradiction of an earlier position.  According to the report,
Judge P. Kevin Castel denied the motion to dismiss on grounds of
judicial estoppel -- a principle that precludes a party from
taking a position in a case that is contrary to a position they
have taken in.

                   About Octaviar Administration

Katherine Elizabeth Barnet and William John Fletcher, joint and
several liquidators of Queensland, Australia-based Octaviar
Administration Pty Ltd. filed a Chapter 15 petition against the
Company on Feb. 27, 2014.  The case is In re Octaviar
Administration Pty Ltd., Case No. 14-10438 (Bankr. S.D.N.Y.).  The
Company has estimated assets of $50 million to $100 million and
estimated debts of more than $1 billion.


OMEGA HEALTHCARE: Fitch Assigns 'BB+' Subordinated Debt Rating
--------------------------------------------------------------
Fitch Ratings assigns a credit rating of 'BBB-' to the $250
million senior unsecured notes due 2025 issued by Omega Healthcare
Investors, Inc. (NYSE: OHI). The 4.50% notes were priced at
99.131% of face value to yield 4.603% at a spread of 215 basis
points to Treasuries. Net proceeds from the offering are expected
to be used to repay a portion of outstanding revolving credit
facility borrowings and any remainder for general corporate
purposes.

Fitch currently rates OHI as follows:

-- Issuer Default Rating (IDR) at 'BBB-';
-- Unsecured revolving credit facility at 'BBB-';
-- Senior unsecured notes at 'BBB-';
-- Senior unsecured term loan at 'BBB-';
-- Subordinated debt at 'BB+'.

The Rating Outlook is Stable.

KEY RATING DRIVERS

The ratings reflect the strength of the company's metrics (low
leverage, high fixed-charge coverage, stable cash flows and
exceptional liquidity due to no near-term maturities), which
offset the largest credit concern - the focus on skilled nursing
and assisted living facilities. The high percentage of government
reimbursement and the corresponding regulatory risk to operators
of these facilities may place pressure on operator earnings. Of
secondary concern is the debt maturity schedule which, while long-
dated, is concentrated in 2022 and 2024. OHI can reduce the
maturity risk by calling certain notes in whole or in part ahead
of the stated maturities and/or by growing the portfolio further.

Strong Credit Metrics

Fixed-charge coverage is strong for the 'BBB-' rating at 3.3x for
the trailing 12 months (TTM) ended June 30, 2014 (pro forma for
the issuance), compared with 3.0x for the years 2012 and 2011,
respectively. Contractual rental escalators drive Fitch's
expectation of fixed-charge coverage remaining above 3.5x and
approaching 4.0x through the end of 2016. Fitch defines fixed-
charge coverage as recurring operating EBITDA less straight-line
rents divided by total interest incurred.

Leverage is also strong for the 'BBB-' rating. Leverage was 5.4x
and 5.0x for the TTM and quarter ended June 30, 2014, which
reflects the timing of the Ark Holdings transaction, as compared
with 5.6x and 5.7x as of Dec. 31, 2012 and 2011, respectively.
Fitch forecasts that leverage will remain in the mid-4.0x - 5.0x
range through 2015 as the company acquires additional facilities
funded evenly through debt and equity, and as contractual rental
escalators increase same-store EBITDA. Fitch calculates leverage
as net debt-to-recurring operating EBITDA.

Strong Liquidity But Concentrated Debt Maturities

OHI's lack of near-term debt maturities and capital expenditures,
coupled with nearly full availability under the recently
refinanced and expanded $1 billion revolving credit facility
provides OHI with significant liquidity. OHI's nearest debt
maturity will be the $200 million term loan due 2019. Fitch notes
OHI's debt maturities are long-dated but concentrated with 24.5%
and 34.1% maturing in 2022 and 2024, respectively. However, the
2022 notes and $400 million of the 2024 notes may be called by the
company beginning in 2015 and 2017, respectively, and Fitch
expects OHI will seek to refinance each note with proceeds from
longer-dated senior unsecured note issuances provided the market
pricing at that time offsets the incurrence of the call premium.

Commonality of Tenant Revenue Sources Mitigates Operator
Diversification Benefits

Offsetting the credit positives is OHI's focus on skilled-nursing
facilities (SNF) and assisted-living facilities, which are highly
reliant upon federal and state reimbursement. Approximately 92% of
OHI's operator revenues are derived from public sources as of
March 31, 2014. Operators have experienced greater financial
volatility and stress when rates and/or reimbursement formulas
have changed. Healthcare legislation, together with budgetary
concerns at both the federal and state levels will likely continue
to pressure operator margins and operators' capacity to honor
lease obligations.

As expected by Fitch, OHI's operators' rent coverage has weakened
due to the Centers for Medicare & Medicaid Services 2011
reimbursement rate adjustment but remains solid (though not
robust) at 1.8x and 1.4x for EBITDARM and EBITDAR, respectively
for the TTM ended March 31, 2014. These levels compare to 2.2x and
1.8x, respectively, for the year ended Dec. 31, 2011. Master
leases with cross-collateralization and EBITDAR coverage covenants
improve OHI's security; however, OHI remains at risk for potential
tenant defaults and/or requests for rental relief concessions
stemming from changes to reimbursement rates.

OHI's operators have been offsetting revenue declines through non-
rent operating expense cost savings. Coverage metrics have
declined moderately but Fitch expects they will stabilize near
current levels.

Fair Contingent Liquidity

The majority of OHI's assets are unencumbered and Fitch estimates
unencumbered asset coverage of unsecured debt ranges from 1.6x to
2.1x based on a stressed capitalization range of 9% - 12%. The
mid-point of the coverage is down from previous years though Fitch
notes this is driven in part by the timing of acquisitions and
Fitch anticipates OHI's normalized unencumbered asset coverage
ratio should remain around 2.0x.

Despite eight quarters of dividend increases, OHI has continued to
reduce its adjusted funds from operations (AFFO) payout ratio to
75% for 2Q'14 from the low 90% range in 2007-2009. As a result,
OHI is able to retain approximately $50 million - $100 million of
cash flow from operations to fund acquisitions and debt repayment,
which Fitch views favorably. OHI targets an AFFO payout ratio of
less than 85% (currently at 74% based on the company's
calculations), thus Fitch expects OHI will continue to increase
the dividend in subsequent quarters.

Subordinated Debt Notching

The one-notch differential between OHI's IDR and the subordinated
debt assumed as part of the CapitalSource transaction considers
the relative subordination within OHI's capital structure. The
interest is due and payable only to the extent that there is rent
being received from the tenants of the acquired properties to
cover the interest expense related to the debt, and the principal
is due only to the extent that all rent has been paid for the term
of the debt.

Stable Outlook

The Stable Outlook reflects Fitch's expectation that metrics will
improve but remain appropriate for the current rating and that any
reimbursement pressures at the operator level will have a minimal
impact on OHI cash flows given lease length, covenants and
coverage.

Rating Sensitivities

Fitch does not expect management to operate the company consistent
with these factors that could otherwise result in positive
momentum in OHI's ratings and/or Outlook:

-- Increased scale and diversification;

-- Fitch's expectation of net debt-to-recurring operating EBITDA
    sustaining below 4.0x (leverage was 5.4x and 5.0x for TTM and
    quarter ended June 30, 2014);

-- Fitch's expectation of fixed-charge coverage sustaining above
    3.5x (coverage was 3.3x pro forma for the TTM and quarter
    ended June 30, 2014).

The following factors may result in negative momentum in OHI's
ratings and/or Outlook:

-- Further pressure on operators through reimbursement cuts;
-- Fitch's expectation of leverage sustaining above 5.5x;
-- Fitch's expectation of fixed-charge coverage sustaining below
    2.5x.


ORMET CORP: 11th DIP Amendment Approved
---------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Ormet's motion for an order authorizing the Debtors to enter into
an eleventh amendment to the term loan D.I.P. credit agreement.

The Eleventh Term DIP Amendment provides provide for additional
Loans in the amount of $1,500,000, which constitutes the
Supplemental Term DIP Financing and a new Maturity Date of
October 31, 2014, BData reported.

                       About Ormet Corp.

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

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

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

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

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

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

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

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

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

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

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

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


PERMA-FIX ENVIRONMENTAL: Has $11K Net Income in Second Quarter
--------------------------------------------------------------
Perma-Fix Environmental Services, Inc., filed its quarterly report
on Form 10-Q, disclosing net income of $11,000 on $12.66 million
of net revenues for the three months ended June 30, 2014, compared
with a net loss of $937,000 on $22.78 million of net revenues for
the same period in 2013.

The Company's balance sheet at June 30, 2014, showed $86.3 million
in total assets, $40.57 million in liabilities, $1.28 million in
preferred stock of subsidiary, and stockholders' equity of $44.45
million.

The Company's financial position and operating results raise
substantial doubt about its ability to continue as a going
concern, as reflected by the accumulated deficit of $59.04 million
incurred through June 30, 2014, according to the regulatory
filing.

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

                       http://is.gd/J3hVo0

Perma-Fix Environmental Services, Inc. specializes in
decontamination, treatment and management of hazardous,
radioactive and mixed waste.  The Company is headquartered in
Atlanta.


PIEDMONT CENTER: Court Allows Sale of North Carolina Properties
---------------------------------------------------------------
The Chapter 11 trustee for Piedmont Center Investments, LLC,
sought and obtained the Bankruptcy Court's authority to sell these
properties of Piedmont in North Carolina:

   (a) 731 E. Washington Street, Nashville

   (b) 810 N. Madison Boulevard, Roxboro

   (c) 317 East Street, Pittsboro

   (d) 839 W. Main Street, Murfreesboro

   (e) 231 Burke Street, Gibsonville

The trustee has executed an agreement for the sale of the
properties to America's Realty, LLC for $8,344,436.

Lundy Group, Inc., acted as the listing agent in brokering the
sale of the Graham property, and is entitled to a 2.5% commission
of the purchase price. Tom Kallenbach Real Estate Investment acted
as the buyer's agent and is likewise entitled to a 2.5% commission
of the selling price.

The properties are encumbered by the allowed secured claim of
Business Partners, LLC, for $7.25 million plus interest. The
entire outstanding balance of this secured claim will be paid in
full from the sale proceeds, and the sale price for the collateral
exceeds the minimum amount required by Piedmont's confirmed
Chapter 11 plan.

The properties are further encumbered by the secured tax claims of
County, Hertford County, Nash County, Town of Nashville, Chatham
County, Person County, and Town of Gibsonville, which totaled
$105,567 as of the plan confirmation, and have subsequently been
reduced by monthly installment payments. The entire remaining
balance of these claims will be paid in full from the sale
proceeds.

John Paul H. Cournover, Esq., at Northern Blue, LLP, Chapel Hill,
North Carolina, explained that the trustee received no other
offers which would generate an equal or greater value for the
estate.

The properties will be sold free and clear of any and all liens
pursuant to Section 363(f) of the Bankruptcy Code, with any liens
attaching to the net sale proceeds.

Piedmont is represented by:

     John Paul H. Cournover, Esq.
     John A. Northen, Esq.
     Vicki L. Parrott, Esq.
     Northen Blue, LLP
     P.O. Box 2208
     Chapel Hill, NC 27515-2208
     Telephone: 919-9684441
     E-mail: jan@nbfirm.com
             vlp@nbfirm.com
             jpc@nbfirm.com

                 About Piedmont Center Investments

Raleigh, North Carolina-based Piedmont Center Investments, LLC,
owns, leases, and manages seven shopping centers located in (i)
Graham, Alamance County, North Carolina; (ii) Mebane, Alamance
County, North Carolina; (iii) Pittsboro, Chatham County, North
Carolina; (iv) Gibsonville, Guilford County, North Carolina; (v)
Murfreesboro, Hertford County, North Carolina; (vi) Nashville,
Nash County, North Carolina; and (vii) Roxboro, Person County,
North Carolina.

Manager and part-owner Roger Camp signed a Chapter 11 petition
for Piedmont Center Investments, LLC (Bankr. E.D.N.C. Case No.
11-06178) on Aug. 11, 2011.  Trawick H. Stubbs, Jr., Esq., at
Stubbs & Perdue, P.A., in New Bern, North Carolina, serves as
counsel to the Debtor.  In its schedules, the Debtor disclosed
$27.2 million in assets and $15.5 million in liabilities.

The Debtor's two primary secured creditors are Business Partners,
LLC, and KeySource Commercial Bank.  Counsel for KeySource are
James B. Angell, Esq., and Nicolas C. Brown, Esq., at Howard,
Stallings, From & Hutson, P.A.

The Honorable J. Rich Leonard appointed John A. Northen, Esq. as
Chapter 11 trustee in September 2011.  Lehman Pollard of Nelson &
Company, PA, serves as trustee's accountant.

The Bankruptcy Administrator sought a Chapter 11 trustee, citing
that in August 2011, federal grand jury in the Eastern District of
North Carolina indicted Piedmont's Roger van Santvoord Camp on
fifteen felony counts related to bank fraud, false statements, and
identity theft.


PMC MARKETING: SUR CSM's Bid for Summary Judgment Tossed
--------------------------------------------------------
Bankruptcy Judge Brian K. Tester denied a motion for summary
judgment filed by the defendant in the avoidance action, NOREEN
WISCOVITCH RENTAS CHAPTER 7 TRUSTEE, Plaintiff, v. SUR CSM PLAZA
INC, Defendant(s), Adv. Proc. No. 12-00094 (Bankr. D. P.R.).

Ms. Rentas is the Chapter 7 Trustee for PMC Marketing Corp.  On
March 2, 2012, the Chapter 7 Trustee filed an adversary proceeding
to recover $32,171.90 against SUR CSM Plaza.  The Defendant
answered the Trustee's adversary proceeding on April 5, 2012,
claiming that the rent payments made by the Debtor occurred during
ordinary course of business and thus cannot be returned to the
Debtor's estate.

A copy of the Court's Sept. 5, 2014 Opinion and Order is available
at http://is.gd/wA7LKBfrom Leagle.com.

PMC Marketing Corp. filed a Chapter 11 bankruptcy petition (Bankr.
D.P.R. Case No. 09-02048) on March 18, 2009.  The case was
converted into a Chapter 7 proceeding on May 19, 2010.  On May 20,
2010, Noreen Wiscovitch-Rentas was appointed the Chapter 7
trustee.


PMC MARKETING: Downtown Dev't Bid for Summary Judgment Rejected
---------------------------------------------------------------
Bankruptcy Judge Brian K. Tester denied a motion for summary
judgment filed by the defendant in the avoidance action, NOREEN
WISCOVITCH RENTAS CHAPTER 7 TRUSTEE, Plaintiff, v. DOWNTOWN
DEVELOPMENT CORP, Defendant(s), Adv. Proc. No. 12-00147 (Bankr. D.
P.R.).

Ms. Rentas is the Chapter 7 Trustee for PMC Marketing Corp.  On
March 2, 2012, the Chapter 7 Trustee filed an adversary proceeding
to recover $41,361.02 against Downtown Development.  The Defendant
filed a Motion to Dismiss for a more definitive statement on June
4, 2012.  The Court denied that motion on Aug. 13, 2012.

A copy of the Court's Sept. 5, 2014 Opinion and Order is available
at http://is.gd/EP0lwMfrom Leagle.com.

PMC Marketing Corp. filed a Chapter 11 bankruptcy petition on
March 18, 2009 (Bankr. D.P.R. Case No. 09-02048).  The case was
converted into a Chapter 7 proceeding on May 19, 2010.  On May 20,
2010, Noreen Wiscovitch-Rentas was appointed the Chapter 7
trustee.


PMC MARKETING: Santa Rosa Mall's Bid for Summary Judgment Tossed
----------------------------------------------------------------
Bankruptcy Judge Brian K. Tester rejected a motion for summary
judgment filed by the defendant in the avoidance action, NOREEN
WISCOVITCH RENTAS CHAPTER 7 TRUSTEE, Plaintiff, v. SANTA ROSA MALL
LLC, Defendant(s), Adv. Proc. No. 12-00167 (Bankr. D.P.R.).

Ms. Rentas is the Chapter 7 Trustee for PMC Marketing Corp.  On
March 2, 2012, the Chapter 7 Trustee filed an adversary proceeding
to recover $32,171.90 against Santa Rosa Mall.  The Defendant
answered, claiming that the three rent payments made by the Debtor
on Jan. 15, 2009, February 13, 2009, and February 28, 2009, all
occurred during the ordinary course of business and thus cannot be
returned to the Debtor's estate.

A copy of the Court's Sept. 5, 2014 Opinion and Order is available
at http://is.gd/s4j7E4from Leagle.com.

PMC Marketing Corp. filed a Chapter 11 bankruptcy petition on
March 18, 2009 (Bankr. D.P.R. Case No. 09-02048).  The case was
converted into a Chapter 7 proceeding on May 19, 2010.  On May 20,
2010, Noreen Wiscovitch-Rentas was appointed the Chapter 7
trustee.


POWIN CORP: Has $1.9-Mil. Net Loss for Q2 Ended June 30
-------------------------------------------------------
Powin Corporation filed its quarterly report on Form 10-Q,
disclosing a net loss of $1.9 million on $2.47 million of net
sales for the three months ended June 30, 2014, compared with a
net loss of $1.66 million on $4.65 million of net sales for the
same period in 2013.

The Company's balance sheet at June 30, 2014, showed $6.72 million
in total assets, $10.88 million in total liabilities, and a
stockholders' deficit of $4.15 million.

The Company sustained operating losses during the six months ended
June 30, 2014 and 2013 and for the years ended Dec. 31, 2013 and
2012 and incurred negative cash flows from operations in those
same periods.  The Company's continuation as a going concern is
dependent on its ability to generate sufficient cash flows from
operations to meet its obligations and/or obtain additional
financing, as may be required.  These conditions raise substantial
doubt about the Company's ability to do so, according to the
regulatory filing.

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

                       http://is.gd/K6jBvn

Tualatin, Oregon-based Powin Corporation has very strong
relationships with eight plants located in The People's Republic
of China and one in Taiwan and, coordinate all the manufacturing
of over 4,000 products plus the coordination of all product
shipments and delivery to its distribution channels.  However, the
Company does not own the manufacturing facilities in China or
Taiwan; it only facilitates the manufacturing and distribution of
the products for the Company's customers.  Products include gun
safes, outdoor cooking and cookware products, fitness and
recreational equipment, truck parts, furniture products and
cabinets, plastic products, rubber products, electrical parts and
components and appliances.  The Company also manufactures metal
products in Tualatin, Oregon through its wholly owned subsidiary,
Quality Bending and Fabrication Inc.


RALPH DAY: Court Affirms Injunction Order Against Durie et al.
--------------------------------------------------------------
New Jersey District Judge Stanley R. Chesler affirmed the
bankruptcy court's order that enjoined Durie Properties, LLC,
Louis A. Capazzi, Jr., Ann Capazzi, and CLM Management Corp., from
pursuing certain claims in state court against (i) Robert B.
Wasserman, the Chapter 7 Trustee for debtor Ralph M. Day, Sr.; and
(ii) Charles Shaw, an attorney whose law firm was appointed
Special Litigation Counsel to the debtor in bankruptcy and who
also served as Special Counsel to the Chapter 7 Trustee.  A copy
of the District Court's August 28, 2014 Opinion is available at
http://tinyurl.com/knsl824from Leagle.com.

Ralph M. Day Sr. originally filed under Chapter 11 of the U.S.
Bankruptcy Code and the case was thereafter converted to Chapter
7.

Robert B. Wasserman is represented by:

     Daniel M. Stolz, Esq.
     Scott S. Rever, Esq.
     WASSERMAN, JURISTA & STOLZ P.C.
     225 Millburn Ave
     Millburn, NJ 07041
     Tel: 973-467-2700
     E-mail: dstolz@wjslaw.com
             srever@wjslaw.com


RBF GROUP INT'L: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: RBF Group International, Inc.
           aka RBF Lifestyle Holdings
           aka Beverly
           aka Beverly Furniture
        1441 West 2nd Street
        Pomona, CA 91766

Case No.: 14-27163

Chapter 11 Petition Date: September 8, 2014

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Robert N. Kwan

Debtor's Counsel: Stephen R Wade, Esq.
                  THE LAW OFFICES OF STEPHEN R WADE
                  350 W Fourth St
                  Claremont, CA 91711
                  Tel: 909-985-6500
                  Fax: 909-399-9900
                  Email: srw@srwadelaw.com

Total Assets: $627,309

Total Liabilities: $1.88 million

The petition was signed by Robert Bruce Brown, secretary.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-27163.pdf


REVEL AC: Closure Poses Problem to Fate of $129MM Utility Plant
---------------------------------------------------------------
Harold Brubaker, writing for The Philadelphia Inquirer, reported
that among the thorny issues surrounding the shutdown of Revel is
the fate of the $129 million utility plant that heats and cools
the massive money-losing Atlantic City casino-hotel and is crucial
to preserving the building itself.  According to the report, to
build the utility plant, which chills water for Revel's air-
conditioning, provides hot water, and distributes electricity to
the 47-story tower, the plant's owner, ACR Energy L.L.C., borrowed
$118.6 million in the tax-exempt municipal-bond market in 2011.
Conflict over what happens to the municipal-bond debt is likely to
be a stumbling block in negotiations with prospective buyers, the
report said.

                           About Revel AC

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

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

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

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

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

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

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


REVEL AC: Final DIP Hearing Adjourned Until Sept. 29
----------------------------------------------------
Bankruptcy Judge Gloria M. Burns authorized, in a third interim
order, Revel AC, Inc., et al., to:

   i) obtain postpetition financing consisting of a senior secured
priming superpriority revolving credit facility, with Wells Fargo
Bank, N.A., as administrative agent and collateral agent, Wells
Fargo Bank, N.A. as letter of credit issuer and Wells Fargo
Principal Lending, LLC and other lenders from time to time party
thereto; and

  ii) obtain cash advances and other extensions of credit
thereunder, (i) in the aggregate principal amount of $25,000,000
plus an amount equal to the aggregate amount necessary to fund all
Roll-Up Borrowings required during the Interim Period in
accordance with the DIP Loan Documents; and (ii) upon entry of the
Final DIP Order and thereafter until the Termination Date, in each
case at any time outstanding, an aggregate principal amount not to
exceed $41,900,000 plus an amount equal to the aggregate amount
necessary to fund all Roll-Up Borrowings.

The Court's authorization will terminate on Sept. 15, 2014.  The
Court has scheduled a Sept. 15 hearing and adjournment of the
final hearing until Sept. 29, at 10:00 a.m.

As reported in the Troubled Company Reporter on Sept. 1, 2014,
the Court issued a second interim order authorizing the Debtors,
to obtain up to an aggregate principal amount of $25,000,000 in
postpetition priming secured superpriority financing.

Judge Burns also authorized the Debtors to enter into a premium
financing agreement with AFCO Premium Credit LLC.  The Debtors,
according to court documents, maintain insurance coverage, pay
insurance premiums and self-insured retentions in the ordinary
course of business and pay any prepetition and postpetition
obligations associated therewith.  Under the PFA, AFCO will
finance premiums of certain insurance policies in the amount of
$4,230,448, at an interest rate of 5.65%.  AFCO is granted a first
and only priority security interest in any and all unearned
premiums and dividends which may become payable under the financed
insurance policies for whatever reason.

                           About Revel AC

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

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

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

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

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

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

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


RGIS SERVICES: Moody's Lowers Corporate Family Rating to 'B3'
-------------------------------------------------------------
Moody's Investors Service downgraded RGIS Services, LLC's
Corporate Family Rating to B3 from B2, Probability of Default
Rating to Caa1-PD from B3-PD, and senior secured credit facilities
rating to B3 from B2. The outlook is stable.

The downgrade reflects Moody's views that ongoing price declines
and increasing pressures from labor costs are likely to challenge
the company's business model in the near to intermediate term.
Moody's believes that RGIS' mid-single-digit percent EBITDA
declines in 2012 and 2013 were a result of efforts by the
company's retail customers to lower costs, as well as intense
competition. In addition, despite growing revenues overseas, which
now account for just under 40% of total, international EBITDA held
flat in 2013. Labor cost increases in the U.S. have accelerated
the earnings decline year-to-date 2014. While RGIS has maintained
leverage in the mid-5 times (including Moody's adjustments) by
repaying debt (including over $250 million of permanent debt
paydown since 2008), Moody's expects that lower cash generation
will reduce its ability to do so going forward.

Rating actions:

Issuer: RGIS Services, LLC

  Corporate Family Rating, downgraded to B3 from B2

  Probability of Default Rating, downgraded to Caa1-PD from B3-PD

  $60 million senior secured revolver due 2017, downgraded to B3
  (LGD 3) from B2 (LGD3)

  $6 million senior secured term loan B due 2016, downgraded to
  B3 (LGD 3) from B2 (LGD3)

  $525 million senior secured term loan C due 2017, downgraded to
  B3 (LGD 3) from B2 (LGD3)

Ratings Rationale

RGIS' B3 Corporate Family Rating ("CFR") is constrained by ongoing
pricing pressure on domestic and, to a lesser extent,
international inventory counting services, which has resulted in
EBITDA contraction since 2012. In addition, the company is being
challenged by U.S. labor cost increases, which contributed to
accelerating earnings declines in 1H 2014, reflecting minimum wage
legislation and slowly improving labor conditions. RGIS' revenues
are vulnerable to cyclical swings and secular trends impacting
retail customers' inventory levels and values, as exemplified in
the company's current weakness, as well as moderate customer
concentration. These risks are partly mitigated by RGIS' long-
standing relationships with its largest customers, leading market
share and national footprint in the U.S., meaningful international
diversification, and (EBITDA-CapEx)/interest expense in the mid-2
times. Importantly, RGIS' good liquidity provides a key support to
the rating, including lack of near term maturities, consistently
positive (although diminished) free cash flow generation, and
ample covenant cushion.

The stable outlook reflects Moody's expectation for continued
moderate earnings deterioration, modest debt paydown and good
liquidity.

The ratings could be downgraded if larger than expected earnings
declines or lower levels of debt repayment result in debt/EBITDA
sustained above 7 times, or if liquidity deteriorates.

The ratings could be upgraded if RGIS demonstrates stable and
growing earnings as well as debt repayment, while maintaining good
liquidity and debt/EBITDA below 6 times.

RGIS Services, LLC ("RGIS"), a wholly-owned subsidiary of RGIS
Holdings, LLC, provides inventory counting services primarily to
retailers. Annual revenues are expected to exceed $600 million
with about 40% generated outside the US. The company has been
majority-owned by the Blackstone Group since 2007.

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.


RIVERWALK JACKSONVILLE: Seeks Extension of Exclusivity Period
-------------------------------------------------------------
Riverwalk Jacksonville Development requests before the court to
extend the exclusivity period to file a Chapter 11 plan of
reorganization to December 31, 2014.  The Debtor, likewise, seeks
an additional 60 days from the exclusivity period to solicit
acceptance of the plan.

The debtor explained that the filing of the chapter 11 case was
necessary in order to avoid forfeiture of substantial equity to
mortgagee Sabadell and to preserve the ability to continue to
negotiate various alternative development projects. The economic
recession over several years, the substantially undervalued 1980
ground lease, and the reduced occupancy rates hampered the debtor
to proceed with contemplated development activity, hence, the
filing of a chapter 11 case.

Riverwalk Jacksonville Development is represented by:

     Geoffrey S. Aaronson, Esq.
     Tamara D. McKeown, Esq.
     AARONSON SCHANTZ P.A.
     Miami Tower, 27th Floor
     100 SE 2nd Street
     Miami, FL 33131
     Tel: 786-594-3000
     Fax: 305-424-9336
     E-mail: gaaronson@aspalaw.com
             tmckeown@aspalaw.com

             About Riverwalk Jacksonville Development

Riverwalk Jacksonville Development, LLC, owns four parcel of real
property located in areas surrounding the Wyndham Hotel and
Convention Center. The properties comprise approximately 10.4
acres and constitute prime downtown commercial space. The
occupants of the area are a Chart House restaurant, various office
building and parking amenities.

Three of the four properties are encumbered to Sabadell and U.S.
Century Bank. There is, in fact, substantial equity in all of the
properties.

Riverwalk Jacksonville Development filed a Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 14-19672) on April 28, 2014, in Miami.
Stevan J. Pardo signed the petition as managing member.  The
Debtor estimated assets of at least $10 million and debts of at
least $1 million.  Geoffrey S. Aaronson, Esq., at Aaronson Schantz
P.A. serves as the Debtor's counsel.  Judge Laurel M Isicoff
oversees the case.


ROTH MANAGEMENT: Dist. Court Affirms Judgment Against Ex-Worker
---------------------------------------------------------------
Anice Plikaytis appealed a bankruptcy court's determination that a
civil judgment against the bankrupt estate of Roth Management
Corporation was ambiguous on its face.  After reviewing the
bankruptcy court's factual findings for clear error and the law de
novo, California District Judge Cynthia Bashant affirms the
bankruptcy court in her Aug. 26 Order available at
http://tinyurl.com/ntotsy4from Leagle.com.

Plikaytis sued her former employers James Roth, Roth Construction
Corporation ("RCC"), Roth Management Corporation ("RMC"), and
Fairmount, LP (dba Talmadge Canyon Park) in California state court
in 2009 and a jury found in her favor, awarding money damages.
When the trial court issued its final judgment, it included James
Roth as jointly and severally liable for the $280,000 award, along
with other judgments against James Roth individually.

The trial court held a hearing on alter ego liability and
determined that RCC and RMC were James Roth's alter egos.  At the
bottom of the judgment, the trial court declared, "The Court
further finds that JAMES ROTH, ROTH CONSTRUCTION CORPORATION, and
ROTH MANAGEMENT CORPORATION are the alter ego of one another and
orders the corporate veil to be pierced."

The Defendants appealed the judgment, including the finding of
alter ego liability, and the alter ego liability was affirmed.
Plikaytis v. Roth, D056922, 2011 WL 4553127 (Cal. Ct. App. Oct. 4,
2011).   The appellate court did not address "reverse veil
piercing."

When RMC filed for Chapter 11 bankruptcy in 2010, Plikaytis filed
a claim as a judgment creditor for $4,126,844.86 on the basis of
the 2009 civil judgment, including judgments awarded against only
Roth individually.  RMC's other creditors Debra Roth and Fairmount
LP filed objections to Plikaytis' claim.

The bankruptcy court later determined that the trial court did not
intend its judgment to be interpreted as authorizing reverse veil
piercing.  Accordingly, the bankruptcy court sustained the
objections and reduced the debt to only the $280,000 against RMC.

Plikaytis challenges the bankruptcy court's determination that the
judgment was ambiguous, therefore challenging the bankruptcy
court's decision to look beyond the four corners of the pleading
at the trial record to determine the trial court's intent in its
ruling.

The District Court, however, held it "can find no clear error in
the factual finding from the bankruptcy court."

Anice Plikaytis is represented by:

     Scott A McMillan, Esq.
     THE MCMILLAN LAW FIRM
     4670 Nebo Dr #200
     La Mesa, CA 91941
     Tel: 619-393-1751

Roth Management Corporation is represented by:

     Jeffrey B Gardner, Esq.
     BARRY, GARDNER AND KINCANNON, APC.
     3501 Jamboree Rd
     Newport Beach, CA 92660
     Tel: 949-851-9111

Roth Management Corporation, based in San Diego, California, filed
for Chapter 11 bankruptcy (Bankr. S.D. Cal. Case No. 10-07663) on
May 3, 2010.  Judge Peter W. Bowie presided over the case.
K. Todd Curry, Esq., at Curry & Associates, served as the Debtor's
counsel.  In its petition, Roth estimated $1 million to
$10 million in assets and liabilities.  The petition was signed by
James Roth, president and owner.

James Roth also filed an individual Chapter 11 petition (Case No.
10-007659) on May 3, 2010.


ROTHSTEIN ROSENFELDT: TD Bank Challenges $7MM Deal With Investor
----------------------------------------------------------------
Law360 reported that TD Bank NA objected to the enforcement of a
$7 million settlement with a former investor in Scott Rothstein's
$1.2 billion Ponzi scheme, saying that though they had agreed in
principal on a deal, the parties had not yet hammered out an order
enforcing the terms of the settlement.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, and
Sherri Toub, a Bloomberg News writer, said victims of Scott
Rothstein, the jailed Ponzi schemer, will soon have full recovery
for losses in a swindle that came to light in 2009, now that the
bankruptcy court in Fort Lauderdale, Florida, has approved a
settlement between the U.S. government and the trustee for
creditors of the law firm Rothstein co- founded.

According to the Bloomberg report, the settlement earmarks $28
million for full payment to victims of the Ponzi scheme.  It
provides that no victim can recover more than his or her loss,
even if some of the recovery came from another source, such as
insurance, the Bloomberg report related.  The bankruptcy judge
overruled several objections to the settlement, the Bloomberg
report added.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.

RRA won approval of an amended liquidating Chapter 11 plan
pursuant to the Court's July 17, 2013 confirmation order.  The
revised plan, filed in May, is centered around a $72.4 million
settlement payment from TD Bank NA.


SCRANTON, PA: Pension Funds Will Be Broke in 3-5 Years
------------------------------------------------------
John L. Micek, writing for The Patriot-News, reported that the
pension funds of the city of Scranton, Pennsylvania, will be broke
within three to five years because the funds are paying $10.5
million to retired firefighters and cops.  According to the
report, the firefighters' pension fund is in the worst shape of
any in the state and will be unable to pay benefits within 2-1/2
years.


SIERRA NEGRA RANCH: Asks Court for Final Decree Closing Case
------------------------------------------------------------
Sierra Negra Ranch seeks to finally close the chapter 11 case
after having satisfied all of the conditions to the occurrence of
the effective date of its bankruptcy plan, settles all contested
matters and adversary proceedings, and cured all unexpired leases
and defaults under the debtor's executor contracts.

On August 21, 2012, Sierra filed a voluntary petition under
chapter 11 of the bankruptcy code. On August 23, 2013, Sierra
filed its plan which was duly confirmed on November 12, 2013. The
plan became effective as of November 26, 2013. Following the
effective date, all allowed administrative claims and allowed
general unsecured claims have been paid in full. Sierra has also
cured any defaults related to any of its executor contracts.
Sierra tendered payment to Global on or before January 15, 2014 in
the sum of $1,000,000 and tendered on March 21, 2014 the sum of
$4,321,000 for the remaining balance. Lastly, all of debtor's
assets are now vested in the reorganized debtor.

Hearing for entry of final decree and order closing case is set
for October 29, 2014 at 10:30 a.m.

Sierra Negra Ranch is represented by:

     Gerald M. Gordon, Esq.
     Candace C. Clark, Esq.
     GORDON SILVER
     3960 Howard Hughes Pkwy., 9th Floor
     Las Vegas, NV 89169

                   About Sierra Negra Ranch

Las Vegas, Nevada-based Sierra Negra Ranch, LLC, is a limited
liability company organized in November 2004 to purchase an
aggregate of approximately 2,757.5 acres of undeveloped land in
the Tonopah area of incorporated Maricopa County, west of Phoenix,
Arizona.  It filed a bare-bones Chapter 11 petition (Bankr. D.
Nev. Case No. 12-19649) in Las Vegas on Aug. 21, 2012.  Candace C.
Clark, Esq., Gerald M. Gordon, Esq., Kirk D. Homeyer, Esq., and
Mark M. Weisenmiller, Esq., at Gordon Silver, in Las Vegas, Nev.,
represent the Debtor as counsel.

In its amended schedules, the Debtor disclosed $26,197,986 in
total assets and $4,801,931 in total liabilities.  The Debtor is
"Single Asset Real Estate" as defined in 11 U.S.C. Sec 101(51B)
and its asset is located in Maricopa County, Arizona.


SOVRAN LLC: Court Enters Final Decree Closing Chapter 11 Case
-------------------------------------------------------------
Judge Paul B. Snyder entered a final decree on July 1, 2014,
closing the Chapter 11 case of Sovran LLC.

The court's order provides that the chapter 11 case is subject to
be reopened pursuant to Bankruptcy Code Section 350(b) in order to
enforce or interpret, or both, terms of the second amended plan of
reorganization.  The court also ordered that the U.S. Trustee fee
for the second quarter is fixed at $975.00, which has been paid
from the debtor's counsel's trust account.

On July 16, 2014, notice was made that the chapter 11 case is
closed but the debtor is not yet discharged until completion of
all payments under the plan. In order to obtain discharge, the
debtor must complete all payments under the plan.

                         About Sovran LLC

Sovran LLC, is a development company that was formed to acquire
and develop a large commercial piece of real property located
between Military Road and Interstate 5, in Winlock, Washington.
Sovran filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 11-45107) on June 23, 2011.  Richard G. Birinyi, Esq., and
Lawrence R. Ream, Esq., at Bullivant Houser Bailey PC, in Seattle,
Washington, serve as counsel.  In its schedules, the Debtor
disclosed $18,968,289 in assets and $11,619,450 in liabilities.

The Debtor's Plan provides for the marketing of the property and
obtaining sales of all or any part of the property.  The liens
securing claims will be modified in accordance with the Bankruptcy
Code's provisions to permit sales of partial parcels, with deed
release provisions specifying the amount to be paid to the holders
of secured claims based on a certain price per square foot.


STUART WEITZMAN: Moody's Lowers Corporate Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded Stuart Weitzman Acquisition
Co LLC's Corporate Family Rating to B3 from B2. Moody's also
affirmed the company's B2 term loan B rating. The rating outlook
remains stable.

The downgrade of the company's Corporate Family Rating reflects
the company's more aggressive financial policies evidenced by the
issuance of $85 million of senior unsecured debt issued by an
indirect parent company of Stuart Weitzman, proceeds of which
financed a distribution to the company's owners. While the company
has seen positive trends in operating performance, with double-
digit gains in revenues and adjusted EBITDA in the first half of
2014, debt/EBITDA (incorporating Moody's standard analytical
adjustments) has risen from the mid five times range to the mid
six times range. The affirmation of the B2 secured term loan
rating considers the downgrade of the Corporate Family Rating
offset by the higher loss absorption provided by the new holding
company notes.

The following ratings were downgraded:

Stuart Weitzman Acquisition Co LLC

  Corporate Family Rating to B3 from B2

  Probability of Default Rating to B3-PD from B2-PD

The following rating was affirmed:

  $250 million secured term loan B due 2020 at B2 (LGD 3)

Stuart Weitzman's B3 Corporate Family Rating reflects the
company's limited scale in the luxury woman's footwear industry
with LTM revenues of approximately $288 million and reliance on a
single premium brand. The ratings also reflect the company's high
debt burden, with rent adjusted leverage expected to remain above
the six times range following a recent debt-financed distribution
to its shareholders even as it experiences the benefits of new
store openings that occurred in 2013 and will no longer be
burdened with excess corporate cost allocations from Jones. Stuart
Weitzman will face an increased interest burden following the
April 2014 acquisition though Moody's expect the company to
maintain modestly positive free cash flow. The company benefits
from a strong brand awareness among luxury women's footwear
customers. The Company has meaningful sales at all major U.S.
high-end department stores (such as Saks Inc. - a wholly owned
subsidiary of Hudson's Bay Company (B1,Sta), Nordstrom(Baa1, Sta)
and Neiman Marcus(B3,Sta)) and several foreign department store
chains in the U.K. China and Australia. The company also has 45
domestic fully-owned stores, including one outlet store and 7
fully owned full price stores in Europe. Approximately one third
of Stuart Weitzman sales are outside of the United States. The
company also benefits from a flexible and efficient supply chain,
primarily based in Spain, that allows the company to maintain
short lead times on orders. The rating also reflects Moody's
expectations that the company will maintain good liquidity, with
access to a $35 million asset based revolver that is expected to
be primarily utilized for seasonal working capital fluctuations.

The rating outlook is stable. Moody's expect Stuart Weitzman to
continue to successfully manage the transition from its previous
status as a subsidiary of Jones to a stand-alone company. At the
same time Moody's expect Stuart Weitzman will continue to benefit
from recent store openings while maintaining modest wholesale
revenue growth.

Ratings could be upgraded if the company were to demonstrate
continued improvement in sales and earnings while reducing
absolute debt levels such that debt/EBITDA was sustained below
5.25 times. An upgrade would also require the company to maintain
a good liquidity profile and financial policies consistent with a
higher rating.

Ratings could be downgraded if the company's liquidity were to
become constrained through higher permanent drawings under its
asset based revolver or if covenant headroom were to erode.
Ratings could be downgraded if EBITDA-Cap Ex to interest were to
approach 1 times or free cash flow was at negative levels.

Headquartered in New York, NY, Stuart Weitzman Acquisition Co. LLC
is a designer and retailer of luxury women's footwear. LTM June
2014-2013 revenues were approximately $288 million. The company
owns and operates 52 Retail stores in the US and overseas. Stuart
Weitzman was acquired in April 2014 by Sycamore Partners LLC.

The principal methodology used in this rating was the Global
Apparel Companies published in May 2013. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


SUPERCONDUCTOR TECHNOLOGIES: Has $55K Net Loss in June 28 Quarter
-----------------------------------------------------------------
Superconductor Technologies Inc. filed its quarterly report on
Form 10-Q, disclosing a net loss of $55,000 on $75,000 of net
revenues for the three months ended June 28, 2014, compared with a
net loss of $2.44 million on $555,000 of net revenues for the
three months ended June 29, 2014.

The Company's balance sheet at June 30, 2014, showed
$16.7 million in total assets, $8.27 million in total liabilities,
and stockholders' equity of $8.42 million.

At June 28, 2014, the Company has $3.6 million in cash and cash
equivalents.  The Company incurred significant net losses since
our inception and had an accumulated deficit of $274.1 million
through 2013 and $277.1 million through June 28, 2014.  For the
six months ended June 28, 2014, it incurred a net loss of $3.0
million and sustained negative cash flows from operations of $4.8
million.  For all of 2013, it incurred a net loss of $12.2 million
and had negative cash flows from operations of $8.3 million.
These factors raise substantial doubt about its ability to
continue as a going concern, according to the regulatory filing.

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

                       http://is.gd/zJpXML

Austin, Tex.-based Superconductor Technologies Inc. (Nasdaq: SCON)
operates in a single business segment, the research, development,
manufacture and marketing of high performance products used in
cellular base stations to maximize the performance of wireless
telecommunications networks by improving the quality of uplink
signals from mobile wireless devices.

                           *     *     *

As reported in the TCR on March 15, 2013, Marcum LLP, in Los
Angeles, California, in its report on Superconductor Technologies,
Inc.'s consolidated financial statements for the fiscal year ended
Dec. 31, 2012, cited that the Company has incurred significant net
losses since its inception, has an accumulated deficit of
$261,944,000, and expects to incur substantial additional losses
and costs to sustain operations.


TAKEFUJI CORP: BofA's Japanese Brokerage Must Pay $140-Mil.
-----------------------------------------------------------
Law360 reported that a Japanese court ordered Bank of America
Corp.'s Merrill Lynch Japan Securities Co. and others to pay more
than 14.5 billion yen ($140 million) in damages to failed credit
company Takefuji Corp., now TFK, over losses it suffered in a bond
transaction with the brokerage, TFK said.  According to the
report, the Tokyo High Court's ruling overturned a lower court
decision denying TFK's claim, TFK said in a statement. The company
had sued Merrill Lynch Japan in 2010 for about 29 billion yen over
the transaction.

                         About Takefuji

Takefuji Corporation (TYO:8564) -- http://www.takefuji.co.jp/--
is a Japan-based company mainly engaged in the consumer finance
business.  The Company operates in two business segments.  The
Consumer Finance segment covers the loan and credit card
businesses.  The Others segment is involved in the operation of
golf courses, the development, management and leasing of real
estate, the venture capital business, as well as the investment
business, among others.  The Company has eight subsidiaries.

Takefuji filed a bankruptcy petition with the Tokyo District Court
on Sept. 28, 2010, with debts of JPY433.6 billion.  Bloomberg News
has said the company has become the biggest casualty of Japan's
four-year crackdown on coercive lending practices by consumer
finance companies.  The lender is seeking to restructure as
borrower claims of overpaid interest are estimated to exceed
JPY1 trillion.


TAXUS CARDIUM: Reports $984K Net Loss for June 30 Quarter
---------------------------------------------------------
Taxus Cardium Pharmaceuticals Group Inc. filed its quarterly
report on Form 10-Q, disclosing a net loss of $984,925 on $0
million of total revenues for the three months ended June 30,
2014, compared with a net loss of $2.12 million on $42,600 of
total revenues for the same period last year.

The Company's balance sheet at June 30, 2014, showed $3.41 million
in total assets, $2.31 million in total liabilities and
stockholders' equity of $1.1 million.

The Company's history of recurring losses and uncertainties as to
whether its operations will become profitable raises substantial
doubt about its ability to continue as a going concern, according
to the regulatory filing.

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

                       http://is.gd/JKWLqB

Taxus Cardium Pharmaceuticals Group Inc, formerly Cardium
Therapeutics, Inc., is a development-stage company.  Its business
is focused on the acquisition and strategic development of product
opportunities or businesses having the potential to address unmet
medical needs.  With additional products and distribution
channels, the Company plans to develop MedPodium into a portfolio
of science-based, easy to use medicinals, neurologics, metabolics,
nutraceuticals and aesthetics intended to promote and manage
personal health.  On Dec. 31, 2011, the Company acquires 15%
ownership interest in SourceOne Global Partners, LLC.  In October
2012, its MedPodium operating unit acquired the assets, business
and product portfolio of To Go Brands.


TEM ENTERPRISES: Gets Final OK to Incur Loan from AerLine Holdings
------------------------------------------------------------------
Bankruptcy Judge August B. Landis, in a final order, authorized
TEM Enterprises to obtain postpetition financing from AerLine
Holdings LLC.

The Debtor will use the loan for working capital necessary to
sustain the operation of the Debtor's existing operation and
administration, preserving the value of Debtor's estate and
enhancing the Debtor's goals in the case.

The Debtor was unable to obtain any other funding in the ordinary
course of its business, except from the DIP Lender.

Pursuant to the terms and conditions of the interim order, V31-A&E
LLC, the lender was indefeasibly paid in full on its secured debt,
and the Vx Entities are entitled to all rights, protections, and
claims provided in the interim order.

The terms of the loan include, among other things:

   Borrower:                  the Debtor
   Lender:                    AerLine Holdings, LLC
   Principal Amount of Loan:  $500,000
   Interest:                  6% per annum, if no default
                              10% per annum, if in default
   Security:                  First priority lien on all assets of
                              the Debtor, except for avoidance
                              actions
   Term:                      The DIP Loan Agreement will expire
                              the earlier of Aug. 6, 2015 or entry
                              of a final decree closing the case.
   Miscellaneous:             If lender is utilized as the
                              purchaser of the Debtor, under a
                              confirmed plan of reorganization,
                              the funds loaned will be applied to
                              the purchase price.  If lender is
                              not the purchaser, for any reason,
                              lender will be repaid all
                              outstanding amounts by any
                              subsequent purchaser.

On Aug. 1, the Court authorized the Debtor, on an interim basis,
to borrow up to $500,000 from the DIP Lender, the first proceeds
of which will be used to indefeasibly pay, in full, the claim of
the lender.

As adequate protection from any diminution in value of the
lender's collateral, the DIP Lender is granted a first-priority
senior secured claim on all of the Debtor's assets, subject to the
agreement of the DIP Lender and the Debtor to use the first
proceeds of the financing to satisfy the secured claim of V31-A&E
LLC.

                     About Tem Enterprises

Tem Enterprises dba Xtra Airways filed a Chapter 11 bankruptcy
petition (Bankr. D. Nev. Case No. 14-13955) on June 4, 2014.
Judge August B. Landis oversees the case.  The Debtor disclosed
$6,129,714 in assets and $18,386,432 in liabilities as of the
Chapter 11 filing.  Lisa Dunn signed the petition as president.
McDonald Carano Wilson LLP serves as the Debtor's counsel.


TRAVELPORT HOLDINGS: Obtains $2.8 Billion Loan Facilities
---------------------------------------------------------
Travelport Limited entered into a senior secured credit agreement
with Deutsche Bank AG New York Branch, as administrative agent,
collateral agent and L/C Issuer, under which the lenders agreed to
extend credit in the form of (A) initial secured term loans in an
aggregate principal amount of $2,375,000,000 and (B) a revolving
credit facility in an aggregate principal amount equal to
$100,000,000.

The Company also entered into a senior unsecured bridge loan
agreement for $425,000,000.

On Sept. 2, 2014, the full amount of the Term Loans and the Bridge
Facility were drawn.

The proceeds of the Term Loans, together with borrowings under the
Bridge Facility were, among other things, used to repay
indebtedness, and redeem the Company's outstanding debt
securities.

The Revolving Credit Facility will mature five years from the
Closing Date.  The Term Loans will mature seven years from the
Closing Date.  The Bridge Facility will initially mature on
Nov. 13, 2014.

If any loans under the Bridge Facility have not been repaid in
full on or prior to Nov. 13, 2014, 100% of the aggregate principal
amount of that Bridge Facility may be refinanced on that date or
extended to Aug. 15, 2022.

The interest rate per annum applicable to the First Lien Credit
Facilities and the Bridge Facility will be based on a fluctuating
rate of interest, at the election of the Borrower, equal in the
case of LIBOR loans, (i) LIBOR, plus the applicable rate or, in
the case of base rate loans, (ii) the sum of an applicable rate
and the greatest of (A) the federal funds effective rate plus
0.5%, (B) the rate as publicly announced from time to time by
Deutsche Bank as its "prime rate" and (C) one-month LIBOR plus
1.00%.

The Term Loans have applicable rates equal to 4.00% per annum, in
the case of base rate loans, and 5.00% per annum, in the case of
LIBOR loans, with step downs to 3.75% per annum, in the case of
base rate loans, and 4.75% per annum, in the case of LIBOR loans,
upon the consummation of an initial public offering by Travelport
Worldwide satisfying certain terms and conditions and subject to
Travelport maintaining certain corporate ratings.  The Term Loans
are subject to a floor of 2.00% per annum, in case of base rate
loans, and 1.00% per annum, in the case of LIBOR loans.

Borrowings under the Revolving Credit Facility (i) initially bear
applicable interest of 4.00% per annum, in the case of base rate
loans, and 5.00% per annum, in the case of LIBOR loans, and (ii)
commencing on the delivery of financial statements for the full
fiscal quarter ending after the Closing Date, the applicable rate
will be adjusted based on a certain first lien net leverage ratio.

The applicable rates on the Bridge Facility are equal to 4.75% per
annum, in the case of base rate loans, and 5.75%, in the case of
LIBOR loans.  In the event that the Bridge Facility is extended in
accordance with its terms, it will bear interest at a fixed annual
rate equal to 9.00%.

The obligations under the Credit Facilities are guaranteed on a
senior basis by each of Travelport and each of the Guarantors.

Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding,
Inc., serve as joint lead arrangers and joint bookrunners.
Credit Suissue Securities (USA) LLC acts as a joint bookrunner and
manager.

Copies of the Agreements are available for free at:

                        http://is.gd/ZhJ7iT
                        http://is.gd/Or1RHA

                     About Travelport Holdings

Headquartered in Atlanta, Georgia, Travelport provides transaction
processing services to the travel industry through its global
distribution system business, which includes the group's airline
information technology solutions business.  During FYE2011, the
group reported revenues and adjusted EBITDA of US$2 billion and
US$507 million, respectively.

Travelport Limited incurred a net loss attributable to the Company
of $192 million in 2013, as compared with a net loss attributable
to the Company of $236 million in 2012.

The Company's balance sheet at June 30, 2014, showed $3.01 billion
in total assets, $4.08 billion in total liabilities and a $1.06
billion total deficit.

                           *     *     *

As reported by the TCR on March 7, 2014, Standard and Poor's
Rating Services said that it lowered to 'SD' (selective default)
from 'CCC+' its long-term corporate credit ratings on U.S.-based
travel services provider Travelport Holdings Ltd. and its indirect
primary operating subsidiary Travelport LLC (together,
Travelport).  The downgrades follow the completion of Travelport's
debt-to-equity swap of its senior subordinated notes due 2016.


TRAVELPORT LIMITED: Moody's Assigns 'B3' Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family
rating (CFR) and B3-PD probability of default rating (PDR) to
Travelport Limited (Travelport). In addition, Moody's has upgraded
to B2 from (P)B3 the ratings on the $2.375 billion first-lien loan
facility and $100 million revolving credit facility (RCF) issued
by Travelport Finance (Luxembourg) S.a.r.l. The outlook on all the
ratings is stable.

Concurrently, Moody's has also withdrawn Travelport LLC's Caa1 CFR
and Caa1-PD. Moodys has also withdrawn the B1- ratings of the
first lien term loan and RCF, as well as the Caa2 rating of the
second lien term loan issued by Travelport LLC. Moody's will
withdraw all other ratings of Travelport LLC when the debt-
instruments are reimbursed.

The rating actions follows the completion of Travelport's
announced refinancing and concludes the review for upgrade
initiated by Moody's on 4 August 2014.

Ratings Rationale

Assignment of B3 CFR and B3-PD

In line with Moody's comment in its August press release, the
rating agency has decided to move the CFR and PDR from Travelport
LLC to Travelport Limited, which is the top-entity in the new
restricted banking group.

The rating assignments primarily reflect Travelport's completion
(on 2 September) of the extensive refinancing it announced on 1
August. A combined issuance of $2.8 billion of bank loans will be
applied to the reimbursement of all existing financial debt at
Travelport LLC. The issuance -- consisting of $2.375 billion of
first-lien debt and an unsecured term loan of $425 million -- will
strengthen Travelport's credit profile as free cash flows will
increase substantially following reduced interest expenses.


Moreover, Moody's also considers Travelport's liquidity profile to
be much improved as the company will have no upcoming debt-
maturities in the foreseeable future.

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

Upgrade of Loan Facility and RCF to B2

The upgrade to B2 of the $2.375 billion first-lien facility and
$100 million RCF reflects the high amount of junior debt -- in
particular the $425 million unsecured loan facility -- ranking
behind the first lien in the waterfall. The first-lien and RCF is
secured upon assets and befit from upstream guarantees from
operating subsidiaries.

Withdrawal of Travelport LLC Ratings

All existing financial debt at Travelport LLC will be repaid as
refinancing has now closed. As a consequence, Moody's has
withdrawn the existing B1-ratings of the first-lien and RCF, as
well as the Caa2-rating of the second lien. Moody's will withdraw
all other instrument-ratings at Travelport LLC as the instruments
become reimbursed.

Liquidity profile

Moody's expects that Travelport's liquidity profile will remain
good over the next 12-18 months. The completion of the refinancing
will contribute to a strengthening of free cash flows and improved
headroom to its financial maintenance covenant (which has been
revised as part of the transaction). Further liquidity cushion is
provided by access to an undrawn RCF of $100 million.

What Could Change the Rating UP/DOWN

Positive rating pressure could arise if Travelport succeeds in
bringing leverage down below 6.0x Moody's adjusted debt/EBITDA.

Conversely, negative pressure would likely be exerted on the
rating should Travelport's leverage move above 7x debt/EBITDA for
a prolonged period of time.

Principal Methodology

The principal methodology used in these ratings 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.

Headquartered in Atlanta, Georgia, Travelport is a leading
provider of transaction processing services to the travel industry
through its global distribution system (GDS) business, which
includes the group's airline information technology solutions
business. During FY2013, the group reported revenues and adjusted
EBITDA of $2.1 billion and $517 million, respectively.


TRUMP ENTERTAINMENT: Returns to Ch. 11 as 2 Casinos Set to Close
----------------------------------------------------------------
Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) by filing
voluntary petitions on Sept. 9, 2014, with plans to close the
Trump Plaza by next week, and, absent union concessions, the Taj
Mahal by Nov. 13.

TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey: the Trump Taj Mahal Casino
Resort and the Trump Plaza Hotel and Casino.

The Taj Mahal's net revenues for the 2013 fiscal year were $257.9
million, and the net revenues for the six months ended June 30,
2014 were $108.5 million.  The Plaza's net revenues for the 2013
fiscal year was $76.3 million, and the net revenues for the six
months ended June 30, 2014 were $28.1 million.

Robert Griffin, the CEO of TER, explained in a court filing that
since emerging from their prior bankruptcy cases in 2010, the
Debtors continued to face significant challenges due to the
prolonged economic downturn, increased competition from within the
Atlantic City market and from neighboring states, and the
lingering effects of Superstorm Sandy, all of which contributed to
declining revenues.  These factors, coupled with the seasonal and
capital-intensive nature of the Debtors' businesses, high debt
load, significant labor costs and double-digit real estate tax
increases, hindered the Debtors' ability to operate successfully
and negatively impacted the Debtors' liquidity position.
Consequently, the Debtors determined to commence the Chapter 11
cases.

In order to enable the Debtors to mitigate the potential adverse
impact of the chapter 11 filing, the Debtors have filed motions
and pleadings seeking approval of various types of "first-day"
relief that are intended to allow the Debtors to perform and meet
all of the obligations necessary to fulfill their duties as
debtors-in-possession.

As of July 31, 2014, the Debtors employed 2,800 full-time
equivalent employees and 1,300 part-time, on call or seasonal
employees.

                   Strategic Alternatives

Mr. Griffin explains that due to the seasonality of the Debtors'
businesses, the Debtors were unable to generate excess cash flows
during the 2014 summer season sufficient to subsidize non-peak
seasons, and the Debtors are now entering a period of several
months where significant operating losses are expected.  The
Debtors missed their third quarter property tax payment, initially
due on Aug. 28, 2014, in the amount of $10.8 million (although
that amount is disputed), and do not expect to have sufficient
liquidity to make the $9.5 million interest payment due to the
First Lien Lenders on Sept. 30, 2014.

On April 24, 2014, the Debtors' board of directors determined to
explore strategic and restructuring alternatives that may be
available to the Debtors.  The Board determined to proceed on a
parallel track, whereby the Debtors and their professionals would
undertake efforts to solicit third party investments in the
Debtors while simultaneously engaging in discussions with its
secured lenders concerning the possibility of a comprehensive
balance sheet restructuring (either in or out of bankruptcy). The
Board also appointed a special subcommittee to spearhead that
effort.  In May 2014, the Debtors retained Houlihan Lokey Capital
Inc., as financial advisor, to assist the Special Committee and
the Board in identifying alternatives that may be available to the
Debtors.

Houlihan Lokey contacted the Debtors' key stakeholders, including
the Debtors' secured lenders, online gaming partners, significant
equity holders and other parties-in-interest, in an attempt to
gauge interest in an investment in, or a strategic transaction
with, the Debtors.  However, none of the parties contacted
expressed an interest in making an investment in or advancing
credit to the Debtors or purchasing either of the Debtors'
casinos.

                        Plaza Closure

Over the past several years, the Plaza has experienced negative
EBITDA, with performance worsening each year.  The Plaza
experienced EBITDA losses of $7.6 million and $11.8 million in
2012 and 2013, respectively, prior to deductions for unallocated
corporate costs.  Performance has continued to deteriorate in 2014
due to worsening market conditions. Year-to-date through July
2014, the Plaza experienced EBITDA losses of
$9.6 million, which reflects an increase in losses of $6.8 million
over the same period from the prior year.  Moreover, the Plaza's
cash burn rate is expected to dramatically increase once the
summer season ends.  When combined with capital expenditures to
maintain the property, these cash flow losses made the Plaza's
ongoing operations unsustainable.

Consequently, on Aug. 8, 2014, the Board determined that a closure
of the Plaza was necessary and in the best interests of the
Debtors' enterprise as a whole.  In anticipation of that decision,
on July 14, the Debtors issued notices pursuant to the Worker
Adjustment and Retraining Notification Act, notifying Plaza
employees of the expected closure of the Plaza.

To complete the closure of the Plaza, on Aug. 25, 2014, Plaza
Associates filed a petition with the DGE, seeking declaratory
rulings related to the termination of casino operations, including
the surrender of its casino license and the amendment and
surrender of its operation certificate and its internet gaming
permit.  Thereafter, on Aug. 29, the Debtors received the
necessary conditional approvals from the DGE to close the Plaza.
The Debtors intend to cease operations at the Plaza on Sept. 16.

             Discussions with First Lien Lenders

Additionally, beginning in the Spring of 2014, the Debtors
initiated discussions with their secured lenders, the First Lien
Lenders, concerning the terms of a potential restructuring of the
Debtors' capital structure. To facilitate those discussions, the
Debtors furnished extensive non-public financial and operational
information to the First Lien Lenders and their professionals. In
connection with those negotiations, the Debtors entered into a
forbearance agreement with the First Lien Lenders, dated June 28,
2014, as subsequently amended on August 15 and August 20, pursuant
to which the First Lien Lenders agreed to refrain from exercising
certain rights and remedies related to certain defaults arising
under the First Lien Credit Agreement.

                 Discussions with Local 54 and
               Potential Closure of the Taj Mahal

In addition, the Debtors and their representatives initiated good
faith negotiations with their largest union, Local 54. However, to
date, these negotiations have not yielded any consensual
modifications to Local 54's CBA.  Specifically, representatives of
the Debtors met with representatives of Local 54 and provided a
proposal that would facilitate a feasible business plan premised
upon certain modifications to be made to the CBA with Local 54.
The Company was subsequently informed by representatives of Local
54 that they were unwilling to make the proposed concessions.

Additionally, initial results following the closure of the
Showboat and the Revel indicate that the Taj Mahal may have
significant difficulty in attracting activity to its section of
the boardwalk, and any increase in revenue as a result of those
closures may be offset by the decrease in foot-traffic at the
northern end of the boardwalk.  In light of these results, the
Debtors' limited liquidity and the stalled negotiations with Local
54, on September 5, 2014, the Board authorized the Company to
issue notices pursuant to the Worker Adjustment and Retraining
Notification Act, notifying its Taj Mahal employees of a potential
closure of the Taj Mahal.  The Debtors expect to continue
negotiations with Local 54.  Absent expense reductions,
particularly concessions from their unions, the Debtors expect
that the Taj Mahal will close on or shortly after November 13, and
that all operating units will be terminated between November 13
and 27, 2014.

Based on the foregoing, the Debtors determined to commence the
Chapter 11 Cases.  The Debtors intend to utilize the Chapter 11
cases in order to, among other things, (a) protect the Debtors'
estates from the potential adverse impact to the Debtors'
businesses resulting from certain third party litigation, (b)
restructure outstanding indebtedness and claims, (c) seek to
preserve the value of certain executory contracts that the Debtors
may elect to assume, (d) attempt to address their cost structure
by, among other things, reducing their labor costs, and (e)
maximize value for the benefit of the Debtors' estates.

                           *     *     *

Craig Karmin, Peg Brickley and Josh Dawsey, writing for The Wall
Street Journal, reported that the bankruptcy filing could mark the
last effort to save the beaten-up casinos.

The Journal said the closures mean Atlantic City, New Jersey,
could lose up to 8,000 of its 32,000 casino jobs.


TRUMP ENTERTAINMENT: Case Summary & 30 Top Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

   Debtor                                        Case No.
   ------                                        --------
   Trump Entertainment Resorts, Inc.             14-12103
      aka Trump Hotels & Casino Resorts, Inc.
   1000 Boardwalk at Virginia Avenue
   Atlantic City, NJ 08401

   Trump Entertainment Resorts Holdings, L.P.    14-12104

   Trump Plaza Associates, LLC                   14-12105

   Trump Marina Associates, LLC                  14-12106

   Trump Taj Mahal Associates, LLC               14-12107

   Trump Entertainment Resorts Development       14-12108
   Company, LLC

   TER Development Co., LLC                      14-12109

   TERH LP Inc.                                  14-12110

Type of Business: Owner and Operator of casino hotels

Chapter 11 Petition Date: September 9, 2014

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

Judge: Hon. Kevin Gross

Debtors' Co-Counsel: Matthew Barry Lunn, Esq.
                     YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
                     1000 North King Street
                     Wilmington, DE 19809
                     Tel: 302-571-6600
                     Email: bankfilings@ycst.com

Debtors' Co-Counsel: STROOCK & STROOCK & LAVAN LLP

Debtors'             HOULIHAN LOKEY CAPITAL, INC.
Financial
Advisor:

Debtors'             PRIME CLERK LLC
Notice, Claims,
Solicitation and
Balloting Agent:

Trum Entertainment's Estimated Assets: $100MM to $500MM
Trum Entertainment's Estimated Liabilities: $100MM to $500MM

The petitions were signed by Robert Griffin, chief executive
officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Thermal Energy Limited 1             Utility           $2,955,275
Attn: Alex Negron
1825 Atlantic Ave.
P.O. Box 15386
Atlantic City, NJ 08401
Tel: 609-572-7120
Fax: 609-572-7200

Levine, Staller, Sklar, Chan,         Litigation       $1,494,261
Brown & Donnelly, P.A.
c/o Brodsky & Donnelly PA
3030 Atlantic Ave
Atlantic City, NJ 08401
Phone: 609-348-1300
Fax: 609-345-2473

Fertitta Acquisitions Co.
LLC
Attn: Richard J. Haskins             Trade Debt        $1,469,340
3485 West Harmon Ave, Ste 125
Las Vegas, NY 89103
Tel: 408-244-0125
Fax: 702-795-4252

WMS Gaming Corp.                     Trade Debt          $481,172
Attn: Nellie Berrios/Receipts
23571 Network Place
Chicago, IL 60673
Tel: 847-785-3611
Fax: 847-785-3782

OTIS Elevator Corp.                  Trade Debt          $437,625
Attn: Sean Flynn
One Farm Springs
Farmington, CT 06032
Tel: 856-235-5200
Fax: 856-642-4910

Sysco Food Services of               Trade Debt          $436,407
Philadelphia
Attn: Anna Kalogris/Accounts
Receivable
600 Packer Ave.
Philadelphia, PA 19148
Tel: 215-463-8200
Fax: 215-218-1618

Bally Gaming Inc.                     Trade Debt         $384,981
Attn: Chris Schunk
6601 South Bermuda Rd
Las Vegas, NV 89119
Tel: 702-584-7700
Fax: 609-407-2473

IGT, Inc.                             Trade Debt        $297,946
Attn: Dea Drummand
6355 S Buffalo Drive
Las Vegas, NV 89113
Tel: 775-448-7777
Fax: 775-448-0824

Betfair Interactive US LLC             Trade Debt       $295,698
Attn: Head of Legal, Betfair
Limited
Winslow Road, Hammersmith
Embarkment
London, W6 9HP, United Kingdom
Tel: 310-846-4794
Fax: +44(0)20 8834 8147

Casino Control Fund                                     $283,943
Attn: Kevin Garvey
Tennessee Ave & Boardwalk
Arcade Building
Atlantic City, NJ 08401
Tel: 609-441-3746
Fax: 609-441-2030

Cooper Levenson April                  Services         $258,467
Attn: Barbara Fedeli
1125 Atlantic Avenue
Atlantic City, NJ 08401
Tel: 609-344-6161
Fax: 609-344-0939

Atlantic City Linen                    Trade Debt       $250,819
Supply Inc.
Attn: Mary Anne Hughes
18 N. New Jersey Avenue
Atlantic City, NJ 08401
Tel: 609-345-5888
Fax: 609-485-2382

Conner Strong Companies                Services         $245,000

Interstate Outdoor Advertising L.P.    Trade Debt       $230,362

South Jersey Paper Products            Trade Debt       $214,959

Tozour-Trane (T/A)                     Trade Debt       $166,259

Siemens Industries                     Trade Debt       $164,970

Lather Inc.                            Trade Debt       $120,170

Atlantic Limousine Inc.                Trade Debt       $112,506

Asian Supermarket II                   Trade Debt        $97,773

MAk Marketing                          Trade Debt        $82,303

Graham Curtain, A Professional         Services          $81,790
Association

Buckhead Beef Company                  Trade Debt        $72,087

Daniel Mulhern Ent. Inc.               Trade Debt        $66,256

Sun Wholesale Inc.                     Trade Debt        $64,039

Philadelphia Coca-Cola                 Trade Debt        $60,864

McKella 280 Inc.                       Trade Debt        $60,670

Sobel Westex                           Trade Debt        $56,989

M Rothman Group                        Trade Debt        $54,500

Nelbud Power Cleaning Co. Inc.         Trade Debt        $54,310


UNITEK GLOBAL: Standstill Periods Extended to Sept. 23
------------------------------------------------------
UniTek Global Services, Inc., previously entered into forbearance
agreements, dated as of Aug. 8, 2014, with the Company's lenders
under its Term Credit Agreement and Revolving Credit Agreement.

On Sept. 3, 2014, the Company entered into with the Term Lenders
and Revolver Lenders amendments, both effective as of Aug. 28,
2014, to the Term Forbearance Agreement and the Revolver
Forbearance Agreement to extend through Sept. 23, 2014, the
standstill periods contained in those agreements and to modify
certain of the reporting obligations.

The "Term Credit Agreement" means the Credit Agreement, dated as
of April 15, 2011, among the Company, the several banks and other
financial institutions or entities from time to time parties
thereto, and Cerberus Business Finance, LLC, as administrative
agent.

The "Revolving Credit Agreement" means the Revolving Credit and
Security Agreement, dated as of July 10, 2013, among the Company,
certain subsidiaries thereof, the several banks and other
financial institutions or entities from time to time parties
thereto, and Apollo Investment Corporation, as agent.

                   About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

UniTek Global reported a net loss of $52.07 million on $471.93
million of revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $77.73 million on $437.59 million of revenues
in 2012.  The Company's balance sheet at Dec. 31, 2013, showed
$270.54 million in total assets, $259.08 million in total
liabilities and $11.45 million in total stockholders' equity.

                        Bankruptcy Warning

"An event of default under either of our credit facilities could
result in, among other things, the acceleration and demand for
payment of all the principal and interest due and the foreclosure
on the collateral.  As a result of such a default or action
against collateral, we could be forced to enter into bankruptcy
proceedings, which may result in a partial or complete loss of
your investment," the Company said in its annual report for the
year ended Dec. 31, 2013.

                           *     *     *

In the Oct. 17, 2013, edition of the TCR, Moody's Investors
Service assigned a Caa2 Corporate Family Rating to UniTek Global
Services, Inc.  UniTek's Caa2 CFR reflects the company's high
interest burden, delay in filing 2013 quarterly reports with the
SEC, lower than anticipated future revenues from one of its main
customers, and need to address internal control weaknesses over
financial reporting as of December 31, 2012 as cited in the
company's Form 10-K for the year ended Dec. 31, 2012.

The TCR reported on Aug. 27, 2014, that Moody's Investors Service
changed UniTek Global Services, Inc.'s outlook to negative from
stable due to the company's lower than anticipated operating
performance during the first half of 2014 and uncertainty
regarding its near-term covenant compliance.

As reported by the TCR on Oct. 17, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Blue Bell,
Pa.-based UniTek Global Services Inc. to 'B-' from 'CCC'.  "The
ratings upgrade to 'B-' reflects our belief that the company
is no longer vulnerable and dependent on favorable developments to
meet its financial commitments over the next few years," said
Standard & Poor's credit analyst Michael Weinstein.


UNIVERSAL COOPERATIVES: Court Approves Employee Incentive Plan
--------------------------------------------------------------
Universal Cooperatives, Inc., and its affiliates including Bridon
Cordage LLC and Heritage Trading Company, sought and obtained the
Bankruptcy Court's authority to pay incentive bonuses to some
employees. The Court also approves Universal's key employee
incentive plan.

Universal had entered into an asset purchase agreement with BCHU
Acquisition LLC to purchase substantially all assets of Bridon and
Heritage and some assets of Universal.

Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, noted that Universal had identified key
employees who are especially vital to the successful sale because
their leadership and institutional knowledge are critical
components of the transition. These employees are likely to
receive offers of employment from the assets' buyer. To motivate
these employees to focus their efforts on the successful
consummation of the proposed sale, Universal wants to pay them
additional compensation upon sale closing.

In particular, under the incentive plan, the continuing employees
would be each eligible for a one-time payment, ranging from $2,500
to $15,200, upon successful consummation and closing of the
proposed sale.

Likewise, under the incentive plan, non-continuing employees are
also eligible for additional compensation upon the satisfaction of
these metrics:

   (a) upon successful consummation of the proposed sale, each
       non-continuing employee would be eligible for a one-time
       payment ranging from $2,500 to $25,000; and

   (b) upon either the completion of transition services to the
       successful purchase or the filing of a Chapter 11 plan of
       liquidation, the non-continuing employee would be eligible
       for additional one-time payment ranging from $2,500 to
       $20,000.

Mr. Magaziner asserted that the employees are critical to
realizing maximum value from the proposed sale. During the sale
process, those individuals are responsible for maintaining the
employment base, running key aspects of day-to-day operations,
assisting in the preparation of essential bankruptcy-related
documents, responding to diligence requests from potential buyers,
and seamlessly transitioning the assets to the ultimate purchaser.
Given their essential role, they have to take on substantial
additional tasks and responsibilities.

Universal is represented by:

     Robert S. Brady, Esq.
     Andrew L. Magaziner, Esq.
     Travis G. Buchanan, Esq.
     YOUNG CONAWAY STARGATT & TAYLOR LLP
     Rodney Square
     1000 North King Street
     Wilmington, DE 19801
     Telephone: (302)571-6600
     Facsimile: (302)571-1253

          - and -

     Mark L. Prager, Esq.
     Michael J. Small, Esq.
     Emil P. Khatchatourian, Esq.
     FOLEY & LARDNER LLP
     321 North Clark Street, Suite 2800
     Chicago, IL 60654-5313
     Telephone: (312)832-4500
     Facsimile: (312)832-4700

                   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.


UNIVERSAL HEALTH CARE: Hearing Friday on BankUnited Settlement
--------------------------------------------------------------
A bankruptcy judge will convene a hearing on Sept. 12, 2014, at
2:30 p.m., to consider the motion to approve Universal Health Care
Group, Inc.'s Chapter 11 trusteee's mediated settlement with
Bankunited, N.A., and the Florida Department of Financial
Services.

Soneet R. Kapila, as Chapter 11 trustee for the estate of
Universal Health Care Group, Inc., which entity serves as the sole
member of American Managed Care, LLC, moved for entry of an order
approving a settlement agreement with BankUnited and FDFS, as
receiver for Universal Health Care, Inc. and Universal Health Care
Insurance Company, Inc.

The settlement involves the coordination of litigation efforts
between the trustee and the FDFS, some of which is already pending
and is moving forward.

The trustee, the Bank and FDFS mediated the Adversary Proceeding
with the Honorable Michael G. Williamson, serving as mediator.  As
a result of the mediation, the trustee, the Bank and FDFS reached
a comprehensive settlement agreement that resolves the Adversary
Proceeding, the Trustee's counterclaim, the receivership claims,
and of other issues and claims by and between the parties.

Some of the key terms in the settlement for consideration by the
creditors of Universal and AMC are:

   a. All recoveries under the agreement will be split 50-50
between the bankruptcy estates of Universal and AMC.

   b. The trustee will recover $934,000 of the funds held in
escrow in the Universal debtor-in-possession account.  The Bank
will receive $5 million.

   c. The trustee will recover $1.85 million of the tax refunds
held by FDFS.  The Bank will receive $3.8 million and FDFS will
retain $5.5 million.

   d. $675,000 of the funds received by the Bank will be held in
escrow by counsel for the trustee pending confirmation of the
Chapter 11 plans of Universal and AMC and will be available to pay
administrative claims.  The Bank in turn will have a subordinated
contribution claim in this amount.  The Bank's claim will be
subordinated to all Chapter 11 administrative claims and paid para
passu with post-confirmation administrative expenses from the
proceeds of postpetition recoveries.  No interest will be charged
by the Bank for these funds.  If the bankruptcy cases are
converted to Chapter 7, the $675,000 will be released to the
Bank.

   e. FDFS will allow AMC and UHCG to each have a $1.75 million
contingent claim in each of the UHC and UHCIC receiverships.  Of
this amount, up to $2,000 per employee terminated as a result of
the UHC and the UHCIC receivership orders will have a Class 5
priority.  The remaining claims will be subordinated to the claims
of policyholders but on par with general unsecured provider claims
(Class 6).  All of the above claims are contingent upon the final
allowance of any employee WARN Act claims against AMC and/or UHCG,
and any proceeds received from these claims will be earmarked in
AMC and UHCG's Chapter 11 plans to pay the allowed WARN Act claims
against AMC and UHCG, if any.  If it is finally determined that
neither AMC nor UHCG have any WARN Act liability, the claims will
be withdrawn from the UHC and UHCIC receiverships.  AMC and UHCG
will also be allowed contingent provider claims to the extent that
provider claims associated with UHCG's Florida subsidiaries (UHC
and UHCIC) are paid with funds from the bankruptcy estates of AMC
and/or UHCG.

   f. The following general unsecured claims will be allowed to
FDFS as Receiver: i) FDFS as Receiver of UHC will have an allowed
general unsecured claim of $1.0 million in the UHCG estate; ii)
FDFS as Receiver of UHC will have an allowed general unsecured
claim of $1.0 million in the AMC estate; iii) FDFS as Receiver
of UHCIC will have an allowed general unsecured claim of $1.0
million in the UHCG estate; and iv) FDFS as Receiver of UHCIC will
have an allowed general unsecured claim of $1.0 million in the AMC
estate. None of these claims will subject the FDFS as Receiver of
said estates to the jurisdiction of the Bankruptcy Court, and the
Bankruptcy Court order approving this Settlement will so state.
DFS as Receiver will have no other claims in either UHCG's or
AMC's bankruptcy cases.

   g. The Bank will not pursue claims against officers and
directors of Universal and its subsidiaries.  The Trustee and FDFS
will cooperate in pursuing such claims and will split the net
proceeds of any such recoveries 50-50.  The Bank will receive
15% of the Trustee's recoveries.

   h. The Trustee and FDFS will cooperate and jointly pursue any
claims that might exist against Ernst &Young and Milliman, Inc. in
connection with the accounting actuarial services provided to
Universal and its subsidiaries.  The net proceeds of any such
claims will be split 50-50 between the Trustee and FDFS. T he Bank
will pursue its own claims and the Trustee agrees not to seek a
bar order to preclude such claims by the Bank.

  i. AMC's remaining receivership claims, other than the WARN Act
contingent claims and the contingent provider claims, will be
deemed to be Class 9 surplus contribution claims in the
receiverships.

   j. The receivership claims of Universal, other than the WARN
Act contingent claims and certain contingent provider claims, will
be deemed Class 11 equity claims in the receiverships.

   k. The trustee will file disclosure statements and Chapter 11
plans for AMC and Universal on or before Nov. 30, 2014.

                 About Universal Health Care Group

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA.
Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc. serves as a forensic imaging
consultant to the Chapter 11 trustee.


UNIVERSAL HEALTH CARE: Trustee OKs Quest Admin. Expense Claim
-------------------------------------------------------------
Soneet R. Kapila, as Chapter 11 trustee for Universal HealthCare
Group, Inc., and Quest Diagnostics Incorporated, ask the
Bankruptcy Court to approve a standstill agreement and to vacate
the case management order ("CMO") with respect to Quest's motion
for payment of administrative expenses.

The parties request that their compliance with the deadline in the
CMO be suspended and the CMO vacated to allow QDI to first seek
recovery of its expense claim from the state court receivership
for Universal Health Care, Inc., and Universal Health Care
Insurance Company, Inc.

The parties also request that in the event QDI's claim is not paid
in full through the state court receiverships of the Florida
subsidiaries, QDI will be entitled to an allowed administrative
claim against the Debtor's estate for any deficiency up to
$50,000.

                About Universal Health Care Group

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA.
Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc., serves as a forensic imaging
consultant to the Chapter 11 trustee.


UPH HOLDINGS: Suit Against T-Mobile Survives Dismissal Bid
----------------------------------------------------------
Bankruptcy Judge Tony M. Davis in Austin, Texas, declined the
requests of Leap Wireless International, Inc., Cricket
Communications, Inc., Sprint Nextel Corp., Sprint Communications
Company L.P. and T-Mobile USA, Inc., which sought dismissal of the
adversary proceedings filed against them by Lowell Feldman,
Liquidating Trustee of the UPH Liquidating Trust.  The defendants
argue that the complaints failed to state a claim under Rule
12(b)(6) of the Federal Rules of Civil Procedure.  The case is,
LOWELL FELDMAN LIQUIDATING TRUSTEE OF UPH LIQUIDATING TRUST,
Plaintiff, v. T-MOBILE USA, INC, Defendants, Adv. Proc. No. 13-
01094-TMD (Bankr. W.D. Tex.).  A copy of the Court's Aug. 28, 2014
Memorandum Opinion is available at http://tinyurl.com/nkqhhy2from
Leagle.com.

The adversary proceedings were initially filed by Pac-West
Telcomm, Inc., Tex-Link Communications, Inc., UniPoint Holdings,
Inc., UniPoint Enhanced Services, Inc., UniPoint Services, Inc.,
nWire, LLC, and Peering Partners Communications, LLC.  On August
6, 2014, the Court entered an order substituting Lowell Feldman,
Liquidating Trustee of the UPH Liquidating Trust as Plaintiff in
adversary proceeding numbers 13-1102 and 13-1094.  Presumably, a
Motion to Substitute Mr. Feldman will be filed in adversary
proceeding number 13-1096 as well.

The Plaintiff seeks almost $19 million from Leap, $19 million from
T-Mobile, and $5.4 million from Sprint.

The Defendants are commercial mobile radio service ("CMRS")
providers.  Pac-West Telecomm, Inc. ("Pac-West") is a CLEC, or
competitive local exchange carrier.

When a cell phone customer places a call to someone served by Pac-
West's network, Pac-West has no choice but to complete (terminate)
the call by connecting it to the called party. When that call is
placed within a defined geographic area called a "major trading
area" or MTA, it is called an intraMTA call, and Plaintiff
believes Pac-West is entitled to "reasonable compensation" for
terminating that call under 47 C.F.R. Sec. 20.11(b) ("Rule
20.11").  When that call is made from one MTA to another MTA, it
is called an interMTA call, and in that situation, the Plaintiff
believes Pac-West is entitled to collect a tariffed charge for
terminating the call. In the alternative, contends the Plaintiff,
if the tariff that would otherwise apply to the interMTA call is
invalid, as the Defendants have alleged, Pac-West can recover
under quasi-contract or under state law equitable remedies such as
quantum meruit or unjust enrichment.

The Defendants argue that Pac-West is not entitled to any payment
because "reasonable compensation" should be construed as,
literally, nothing, and also say that this court should defer to
the Federal Communications Commission ("FCC") or state regulators
through a primary jurisdiction referral. Further, the Defendants
contend that the state law theories under which the Plaintiff
seeks to recover are preempted by federal telecommunication laws
and regulations.

The Court noted that should the Defendants succeed in terminating
these suits, the Plaintiff's prospects for a material distribution
to creditors in this bankruptcy case may be terminated, as these
are the largest suits the Plaintiff has on file to recover money
for creditors of UPH.

                        About UPH Holdings

UPH Holdings Inc. and several affiliates filed Chapter 11
petitions (Bankr. W.D. Tex. Lead Case No. 13-10570) on March 28,
2013.  Judge Tony M. Davis oversees the case.  Jennifer Francine
Wertz, Esq., and Patricia Baron Tomasco, Esq., at Jackson Walker,
L.L.P., serve as the Debtors' counsel.  Q Advisors, LLC serves as
financial advisors.  UPH Holdings disclosed $26,917,341 in assets
and $19,705,805 in liabilities as of the Chapter 11 filing.

Other affiliates that sought Chapter 11 protection are: Pac-West
Telecomm, Inc.; Tex-Link Communications, Inc.; Unipoint Holdings,
Inc.; Unipoint Enhanced Services, Inc.; Unipoint Services, Inc.;
Nwire LLC; and Peering Partners Communications LLC (Case Nos.
13-10571 to 13-10577).

Judy A. Robbins, the United States Trustee for Region 7, has
appointed a five-member Official Committee of Unsecured Creditors
in the Chapter 11 cases of UPH Holdings, Inc., Pac-West Telecomm
Inc., and their affiliated debtors.

The Committee tapped Kelley Drye & Warren LLP as its counsel, and
QSI Consulting, Inc. as its financial advisor.

                           *     *     *

UPH Holdings Inc. and its affiliated debtors said in a court
filing that their Chapter 11 plan of reorganization officially
took effect on July 1, 2014, three months after the U.S.
Bankruptcy Court for the Western District of Texas confirmed the
plan.  The plan, which was confirmed on March 27, implements a
settlement between UPH's official committee of unsecured creditors
and its secured lender, Hercules Technology II, L.P. by
establishing a liquidating trust to be funded or vested with all
of UPH's assets.


UPH HOLDINGS: Court Won't Dismiss Suit Against Sprint Nextel
------------------------------------------------------------
Bankruptcy Judge Tony M. Davis in Austin, Texas, declined the
requests of Leap Wireless International, Inc., Cricket
Communications, Inc., Sprint Nextel Corp., Sprint Communications
Company L.P. and T-Mobile USA, Inc., which sought dismissal of the
adversary proceedings filed against them by Lowell Feldman,
Liquidating Trustee of the UPH Liquidating Trust.  The defendants
argue that the complaints failed to state a claim under Rule
12(b)(6) of the Federal Rules of Civil Procedure.  The case is,
LOWELL FELDMAN LIQUIDATING TRUSTEE OF UPH LIQUIDATING TRUST,
Plaintiff, v. SPRINT NEXTEL CORPORATION et al., Defendants, Adv.
Proc. No. 13-01096-TMD (Bankr. W.D. Tex.).  A copy of the Court's
August 28, 2014 Memorandum Opinion is available at
http://tinyurl.com/lwjr2cpfrom Leagle.com.

The adversary proceedings were initially filed by Pac-West
Telcomm, Inc., Tex-Link Communications, Inc., UniPoint Holdings,
Inc., UniPoint Enhanced Services, Inc., UniPoint Services, Inc.,
nWire, LLC, and Peering Partners Communications, LLC.  On August
6, 2014, the Court entered an order substituting Lowell Feldman,
Liquidating Trustee of the UPH Liquidating Trust as Plaintiff in
adversary proceeding numbers 13-1102 and 13-1094.  Presumably, a
Motion to Substitute Mr. Feldman will be filed in adversary
proceeding number 13-1096 as well.

The Plaintiff seeks almost $19 million from Leap, $19 million from
T-Mobile, and $5.4 million from Sprint.

The Defendants are commercial mobile radio service ("CMRS")
providers.  Pac-West Telecomm, Inc. ("Pac-West") is a CLEC, or
competitive local exchange carrier.

When a cell phone customer places a call to someone served by Pac-
West's network, Pac-West has no choice but to complete (terminate)
the call by connecting it to the called party. When that call is
placed within a defined geographic area called a "major trading
area" or MTA, it is called an intraMTA call, and Plaintiff
believes Pac-West is entitled to "reasonable compensation" for
terminating that call under 47 C.F.R. Sec. 20.11(b) ("Rule
20.11").  When that call is made from one MTA to another MTA, it
is called an interMTA call, and in that situation, the Plaintiff
believes Pac-West is entitled to collect a tariffed charge for
terminating the call. In the alternative, contends the Plaintiff,
if the tariff that would otherwise apply to the interMTA call is
invalid, as the Defendants have alleged, Pac-West can recover
under quasi-contract or under state law equitable remedies such as
quantum meruit or unjust enrichment.

The Defendants argue that Pac-West is not entitled to any payment
because "reasonable compensation" should be construed as,
literally, nothing, and also say that this court should defer to
the Federal Communications Commission ("FCC") or state regulators
through a primary jurisdiction referral. Further, the Defendants
contend that the state law theories under which the Plaintiff
seeks to recover are preempted by federal telecommunication laws
and regulations.

The Court noted that should the Defendants succeed in terminating
these suits, the Plaintiff's prospects for a material distribution
to creditors in this bankruptcy case may be terminated, as these
are the largest suits the Plaintiff has on file to recover money
for creditors of UPH.

                        About UPH Holdings

UPH Holdings Inc. and several affiliates filed Chapter 11
petitions (Bankr. W.D. Tex. Lead Case No. 13-10570) on March 28,
2013.  Judge Tony M. Davis oversees the case.  Jennifer Francine
Wertz, Esq., and Patricia Baron Tomasco, Esq., at Jackson Walker,
L.L.P., serve as the Debtors' counsel.  Q Advisors, LLC serves as
financial advisors.  UPH Holdings disclosed $26,917,341 in assets
and $19,705,805 in liabilities as of the Chapter 11 filing.

Other affiliates that sought Chapter 11 protection are: Pac-West
Telecomm, Inc.; Tex-Link Communications, Inc.; Unipoint Holdings,
Inc.; Unipoint Enhanced Services, Inc.; Unipoint Services, Inc.;
Nwire LLC; and Peering Partners Communications LLC (Case Nos.
13-10571 to 13-10577).

Judy A. Robbins, the United States Trustee for Region 7, has
appointed a five-member Official Committee of Unsecured Creditors
in the Chapter 11 cases of UPH Holdings, Inc., Pac-West Telecomm
Inc., and their affiliated debtors.

The Committee tapped Kelley Drye & Warren LLP as its counsel, and
QSI Consulting, Inc. as its financial advisor.

                           *     *     *

UPH Holdings Inc. and its affiliated debtors said in a court
filing that their Chapter 11 plan of reorganization officially
took effect on July 1, 2014, three months after the U.S.
Bankruptcy Court for the Western District of Texas confirmed the
plan.  The plan, which was confirmed on March 27, implements a
settlement between UPH's official committee of unsecured creditors
and its secured lender, Hercules Technology II, L.P. by
establishing a liquidating trust to be funded or vested with all
of UPH's assets.


US RENAL CARE: Moody's Assigns 'Ba3' Rating on $75MM Debt Add-on
----------------------------------------------------------------
Moody's Investors Service applied its Ba3 rating to U.S. Renal
Care, Inc.'s proposed offering of a $75 million first lien term
loan add-on due 2019. Moody's understands that the proceeds, along
with $25 million of cash will be used to fund two acquisitions.
Given that Moody's expects the offering, in combination with the
acquisitions, to be slightly deleveraging, the existing ratings of
the company remain unchanged. These include the B2 Corporate
Family Rating and B2-PD Probability of Default Rating. The rating
outlook is negative.

U.S. Renal's B2 Corporate Family Rating reflects weak credit
metrics due to the company's considerable increase in debt
associated with its 2013 acquisition of Ambulatory Services of
America and subsequent debt-financed dividend in early 2014.
Moody's estimates that pro forma debt/EBITDA was 6.9 times for the
LTM period ending June 30, 2014. Moody's expects leverage to be
around 6.5 times by the end of 2014 and improve further over the
next 12 to 18 months. The rating is also constrained by the
company's modest free cash flow after considering the higher
interest expense and capital spending related to investments in
newly established facilities. Furthermore, the rating is
constrained by the company's relatively small revenue scale when
compared to the larger players in the sector, and its high
concentration of revenues from government based programs.

Moody's notes that U.S. Renal's ratings benefit from a stable
industry profile characterized by the increasing incidence of end
stage renal disease and the medical necessity of the service
provided, along with the company's increased scale and geographic
diversification provided by recent acquisitions.

The principal methodology used in this rating was Global
Healthcare Service Providers 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.

U.S. Renal provides dialysis services to patients who suffer from
chronic kidney failure, through 181 outpatient facilities in 18
states and the Territory of Guam, along with acute dialysis
services through contractual relationships with hospitals and
dialysis services to patients in their homes. U.S. Renal
recognized approximately $625 million in revenues for the LTM
period ending June 30, 2014. U.S. Renal is owned by private equity
sponsors, Leonard Green & Partners, L.P., Cressey & Company, SV
Life Science and existing management.


U.S. SILICA: S&P Affirms BB- CCR & Hikes Term Loan Rating to BB
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Frederick, Md.-based U.S. Silica Co. at 'BB-'. The
outlook is stable.  At the same time, S&P raised its issue-level
rating on the company's senior secured term loan to 'BB' from 'BB-
' and revised the recovery rating on this debt to '2' from '3',
indicating S&P's expectation of substantial recovery (70% to 90%)
in the event of a payment default.

"The stable outlook reflects our view that U.S. Silica's operating
performance will continue to improve in 2014, with EBITDA at more
than $170 million," said Standard & Poor's credit analyst William
Ferara.  "We expect the company will be able to sustain leverage
measures between 2x and 3x, with funds from operations (FFO) to
debt of more than 25% during the next 12 to 18 months."

S&P could lower the rating if leverage rose to more than 4x, and
it expected it to remain elevated for an extended period.  This
could occur if demand for frac sand fell due to a severe slowdown
in domestic energy markets, prompting S&P to view the industry as
more volatile than it currently expects.  A negative rating action
could also occur if the company increased its debt levels to
finance a large acquisition or a shareholder-friendly action.

It is unlikely S&P would raise the ratings in the near-term given
its view that U.S. Silica's overall size and scope are relatively
small compared with rating category peers and that frac sand
industry conditions are becoming increasingly competitive.  S&P
has incorporated these factors into its "weak" business risk
profile assessment, which constrains additional upside potential
for the rating, while S&P also do not expect FFO to debt to climb
above 30% on a sustained basis.


USA COMMERCIAL: Lender Not Entitled to Deduct Bad Debt Loss
-----------------------------------------------------------
The United States Tax Court ruled that petitioners Delbert M.
Bunch and Ernestine L. Bunch are not entitled to deduct a bad debt
loss for 2006 because they could not establish, by the end of the
2006 tax year, the amount of their loan that they were not going
to recover from U.S.A. Commercial Mortgage Co., a Chapter 11
debtor.  A copy of the Tax Court's August 28, 2014 Memorandum
Findings of Fact and Opinion is available at
http://tinyurl.com/pevkn9gfrom Leagle.com.

On June 26, 2000, petitioners and some of their family members
loaned Mortgage Co. $10 million, of which petitioners contributed
$4,044,096, in exchange for a promissory note.  In 2001, several
loans in Mortgage Co.'s portfolio apparently went into default.
Petitioners were not aware of these defaults. They never received
any monthly or quarterly statements with respect to their loans.
They never knew what Mortgage Co. did with the principal from
their note. Petitioners and their family members received their
regular interest payments according to the note until March 31,
2006.

Petitioners filed a Form 1040, U.S. Individual Income Tax Return,
for taxable year 2006.  They claimed a bad debt deduction of
$4,044,096. On their 2009 Form 1040X, they changed their claimed
bad debt deduction of $4,044,096 to a theft loss deduction of
$4,011,696.  On June 29, 2011, the IRS issued petitioners a notice
of deficiency for taxable year 2006 determining a deficiency in
income tax of $74,236.

                      About USA Commercial

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provided more
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection (Bankr. D. Nev. Case Nos. 06-10725
to 06-10729) on April 13, 2006.

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represented the Debtors in their restructuring effort.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, served as chief restructuring officer for the
Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represented the Official Committee of Unsecured Creditors of
USA Commercial.  Edward M. Burr at Sierra Consulting Group, LLC,
provided financial advice to the creditors' committee.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represented the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., provided
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represented the Official Committee of Equity Security Holders of
USA Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at
Alvarez & Marsal, LLC, provided financial advice to the Equity
Committee of USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debt between
$10 million and $50 million.

The Debtor's Chapter 11 plan of reorganization was confirmed on
Jan. 8, 2007.  USACM Liquidating Trust was created pursuant to the
Debtors' Third Amended Joint Chapter 11 Plan of Reorganization,
which became effective March 12, 2007.  Under the Joint Plan, the
Trust obtained the right to enforce USACM's causes of action.


VIGGLE INC: Files Financial Statements of Choose Digital
--------------------------------------------------------
Viggle Inc. filed with the U.S. Securities and Exchange Commission
the financial statements of Choose Digital.

On June 24, 2014, Viggle entered into an Agreement and Plan of
Merger with Choose Digital Inc. by which Viggle acquired all of
the stock of Choose Digital.

Choose Digital incurred a net loss of $3.42 million on $443,649 of
revenues for the year ended Dec. 31, 2013, compared to a net loss
of $2.63 million on $121,630 of revenues in 2012.

Choose Digital incurred a net loss of $7.49 million on $210,975 of
revenues for the three months ended March 31, 2014, compared to a
net loss of $972,898 on $53,278 of revenues for the same period in
2013.  As of March 31, 2014, Choose Digital had $1.64 million in
total assets, $2.54 million in total liabilities, $13.08 million
in convertible redeemable preferred stock and a $13.99 million
total stockholders' deficit.

Copies of the Financial Statements are available for free at:

                       http://is.gd/UlJlKV
                       http://is.gd/396LH2

                          About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  The Company's balance sheet at March 31, 2014, showed
$68.09 million in total assets, $62.79 million in total
liabilities, $37.54 million in series A convertible redeemable
preferred stock, and a $32.23 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


VILLA PARK, CA: Looks to Quit CalPERS, Fears It Can't Afford To
---------------------------------------------------------------
Tim Reid, writing for Reuters, reported that officials in Villa
Park are considering pulling the tiny California city from
Calpers, saying the monthly costs of the state's giant public
pension system are crippling the municipal budget.  But Villa Park
fears that pulling out of its contract with the California Public
Employees' Retirement System could be prohibitively expensive
because of a termination fee that could exceed the city's annual
budget, the report related.  Calpers, America's biggest public
pension fund with assets of $300 billion, last provided the city
with a hypothetical termination fee of nearly $3.6 million as of
June 2012, while the city's annual budget is $3.5 million, the
report further related.


VISTEON CORP: 3rd Circ. Says UAW Can't Recoup Retiree Benefits
--------------------------------------------------------------
Law360 reported that the U.S. Court of Appeals for the Third
Circuit affirmed a district court's ruling that Visteon Corp.
retirees formerly belonging to the United Auto Workers were not
entitled to a reinstatement of health care benefits, saying the
union made the "calculated choice" to not appeal a bankruptcy
court order allowing the company to terminate the benefits.
According to the report, the three-judge panel said the UAW
retirees didn't have a right to Visteon's reinstated health care
benefits because neither the union nor any of its members ever
appealed the 2009 bankruptcy court order giving Visteon the r
right to terminate the benefits.  Instead, the union and the
company entered into an agreement to settle all disputes over the
closing of the plant where its members worked, while a separate
union, the IUE, appealed the ruling, the opinion says, the report
related.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for automakers.  The
Company has corporate offices in Van Buren Township, Michigan
(U.S.); Shanghai, China; and Kerpen, Germany.  It has facilities
in 27 countries and employs roughly 35,500 people.  The Company
disclosed assets of US$4,561,000,000 and debts of US$5,311,000,000
as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represented the Debtors in their restructuring
effort.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, served as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor were Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent was Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor was Alvarez & Marsal North America,
LLC.

The Bankruptcy Court entered an order on Aug. 31, 2010, confirming
the Fifth Amended Plan of Reorganization of Visteon Corporation
and its debtor-affiliates.  Visteon emerged from Chapter 11 on
Oct. 1.

                           *     *     *

The Troubled Company Reporter, on March 27, 2014, reported that
Moody's Investors Service assigned a B1 rating to Visteon's
proposed $800 senior secured bank credit facility.  In a related
action Moody's affirmed the B1 Corporate Family Rating, B1-PD
Probability of Default Rating and the company's existing debt
ratings. Visteon's Speculative Grade Liquidity Rating was affirmed
at SGL-3. The rating outlook remains stable.

The TCR, on the same day, also reported that Standard & Poor's
Ratings Services said that it assigned 'BB-' issue ratings to Van
Buren Township, Mich.-based global auto supplier Visteon's
proposed senior secured debt comprising a $600 million term loan B
maturing 2021 and a new five-year $200 million revolving credit
facility.  The recovery rating is '2', which indicates S&P's
expectation for substantial (70% to 90%) recovery for lenders in
the events of a payment default or bankruptcy.  The term loan
issuance, along with some cash from balance sheet, will repay the
remaining $400 million 6.75% Senior Notes (rated 'B+', with a '3'
recovery rating) due 2019 and finance the acquisition of JCI
Electronics.


WALKER LAND: Amends Proposed Reorganization Plan Disclosures
------------------------------------------------------------
Walker Land & Cattle, LLC, filed with the U.S. Bankruptcy Court
for the District of Idaho its First Amended Plan of Reorganization
and accompanying First Amended Disclosure Statement.

Under Debtor's proposed Plan of Reorganization, all of its
creditors will be paid in full, with interest, over the term of
the Plan, by the Debtor taking the following  steps:

   1. The Debtor has agreements to sell $10,000,000.00 in real
property upon confirmation of the Plan and pay during the first
twelve months:

      * $1,513,928 to Rabo Agrifinance;

      * $5,677,691 to Wells Fargo Bank;

      * $692,669 to John Deere Credit;

      * $810,058 to General Unsecured Creditors (Class 51); and

      * Remaining balance retained to fund future plan payments to
secured and unsecured creditors and as working capital.

   2. The Debtor will pay creditors through improved farm
operations boosting profitability, while reserving the right to
obtain take out financing and prepay unsecured creditors in the
future.

The Debtor says in the filing dated Sept. 3, 2014, that pursuant
to Section 1125 of the Bankruptcy Code, it has obtained an order
of the Court approving this Disclosure Statement for submission to
the holders of claims against it to allow claim holders to vote
for or against Plan.

A copy of the First Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/WALKERLAND_472_1ds.pdf

Under the Debtor's proposed Plan, all of its creditors will be
paid in full, with interest, over the term of the Plan, by the
Debtor taking these steps:

      1. The Debtor has agreements to sell $10 million in real
         property upon confirmation of the Plan and pay during
         the first 12 months: (i) $1.51 million to Rabo
         Agrifinance; (ii) $5.68 million to Wells Fargo Bank;
         (iii) $692,669 to John Deere Credit; (iv) $810,058
         to general unsecured creditors (Class 51); and
         (v) remaining balance retained to fund future plan
         payments to secured and unsecured creditors and as
         working capital; and

      2. The Debtor will pay creditors through improved farm
         operations boosting profitability, while reserving the
         right to obtain take out financing and prepay unsecured
         creditors in the future.

Farm operation improvements include expanded joint venture/crop
share agreement with Foster Co.

All of these measures will allow the Debtor to retire debt as
follows:

      1. First, secured creditors will be paid the full amount of
         their claims, plus interest;

      2. Second, General Unsecured Creditors with allowed claims
         will receive payment in full, with interest post-
         confirmation at the Wall Street Journal prime rate
         (anticipated to be 3.25%) in equal installments over the
         next six years, with the Debtor reserving the right to
         prepay these creditors as funds allow or with take out
         financing;

      3. Third, the related entities class (Class 52) holding
         unsecured claims and the equity interests (Class 53)
         will not be paid until other classes of creditors are
         satisfied; and

      4. Fourth, the Debtor will seek take out financing in order
         to prepay debts.

                            Stipulations

The Debtor and secured creditor CNH Capital America, LLC, informed
the Court on July 17, 2014, that they have entered into a
stipulation to resolve issues between them.  The Debtor says in a
court filing dated July 17 that the plan treatment of Class 21
will be modified.  A copy of the Stipulation is available for free
at http://bankrupt.com/misc/WALKERLAND_415_plan_stip.pdf

On July 29, 2014, the Debtor informed the Court that secured
creditor Toyota Motor Credit Corp. and Toyota Lease Trust and the
Debtor stipulate that, among other things, the Debtor will pay
TMCC the sum of $237 per month commencing the later of July 15,
2014, or court approval of the stipulation with payments
continuing monthly on the 15th of each month thereafter until
balance owed is paid in full.  Simple interest will accrue on the
unpaid balance at the rate of 5.0% a.p.r.  The lease will be
assumed and the Debtor will pay the sum of $271 per month
commencing the later of July 15, 2014, or court approval of the
stipulation with payment continuing monthly on the 15th of each
month thereafter until lease maturity.  Leas maturity will be
extended an additional eight months to Oct. 16, 2015.

A copy of the stipulation is available for free at:

  http://bankrupt.com/misc/WALKERLAND_429_plantreatmentstip.pdf

On July 31, 2014, the Debtor entered into a stipulation with Deere
Credit, Inc., and Deere & Co.  On the date of the filing of its
petition in bankruptcy the Debtor was a party to 13 equipment
leases with Deere Credit and 23 installment sales contracts with
Deere.  Eight of the leases are the subject of an adversary
proceeding brought by C & B Operations, LLC, against the Debtor.
Deere Credit is a third-party defendant in the adversary
proceeding.

Under the Stipulation, the Debtor will, among other things,
immediately file a motion seeking authority to assume lease
pursuant to its original terms and conditions.  A copy of the
Stipulation is available for free at:

     http://bankrupt.com/misc/WALKERLAND_436_stipulation.pdf

On July 23, 2014, Rabo Agrifinance, Inc., one of the substantial
secured creditors in this case and which holds liens on a number
of the Debtor's assets, says that the Court should refuse to
approve the Disclosure Statement because it is legally deficient.
Rabo claims that, among other things, the Debtor's Plan is not
confirmable on its face if Rabo objects to it and the Debtor has
to resort to a cram-down.  The Plan, says Rabo, is not confirmable
over Rabo's objection because the Debtor is seeking authorization
to sell estate assets, including Rabo's real property collateral,
without giving Rabo the right to credit bid on its collateral and
without any requirement that the proceeds of any such sales be
paid over to creditors, like Rabo, that have a lien on the
property to be sold.

On July 23, 2014, Wells Fargo Bank, National Association, filed an
objection to the Disclosure Statement, saying that the Disclosure
Statement is inadequate, as it "does not provide key information
relating to the fundamental questions that confront creditors:
what is Debtor's true financial condition, and is Debtor's plan to
reorganize feasible?  Instead, the Disclosure Statement contains a
vague sketch of a plan that amounts to 'more of the same' -- the
same assets, the same management, the same strategy."

A copy of the objection is available for free at:

        http://bankrupt.com/misc/WALKERLAND_422_dsobj.pdf

On the same date, the Official Committee of Unsecured Creditors
joined in Wells Fargo's objection to the Debtor's Disclosure
Statement, saying that, among other things, the Debtor's
explanation of the process for valuing its real and personal
property set forth on page 21 of the Disclosure Statement is
inadequate.  A copy of the objection is available for free at:

        http://bankrupt.com/misc/WALKERLAND_425_dsobj.pdf

         Court Order on Previous Disclosure Statement

On July 30, 2014, the Court denied approval of the Disclosure
Statement and granted leave for each party to file an Amended
Disclosure Statement by Sept. 3, 2014.  The Court noted that at
the Sept. 24, 2014 hearing case management deadlines will be
established to prepare for a tentative Nov. 26, 2014 confirmation
hearing.

Rabo is represented by:

      Dan C. Green, Esq., Esq.
      Racine Olsen NYE Budge Bailey
      201 East Center Steet
      P.O. Box 1319
      Pocatello, Idaho 83201
      Tel: (208) 232-6101
      Fax: (208) 232-6109
      E-mail: dan@racinelaw.net

              - and -

      Michael R. Johnson, Esq.,
      Ray Quinney & Nebeker P.C.
      36 South State Street, 14th Floor
      Salt Lake City, Utah 84111
      Tel: (801) 532-1500
      Fax: (801) 532-7543
      E-mail: mjohnson@rqn.com

                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.

Wells Fargo and the Debtor have filed competing Chapter 11 plans.
Wells Fargo is proposing a plan of liquidation while the Debtor is
seeking approval of a reorganization plan.


WALKER LAND: Wells Fargo Amends Disclosures for Competing Plan
--------------------------------------------------------------
Wells Fargo Bank, National Association, will seek approval at a
hearing on Sept. 24, 2014, at 1:30 p.m. of the disclosure
statement explaining its proposed Amended Chapter 11 Liquidation
Plan for Walker Land & Cattle, LLC.

Wells Fargo's previous attempt of seeking approval of the adequacy
of the information in the disclosure statement failed.  On
July 30, 2014, the Court denied approval of the previous iteration
of the disclosure statement and granted leave for each party to
file an amended disclosure statement by Sept. 3.  The Court noted
that at the Sept. 24, 2014 hearing case management deadlines will
be established to prepare for a tentative Nov. 26 confirmation
hearing.

According to the new iteration of the Disclosure Statement, Wells
Fargo's Amended Plan enumerates measures that will allow the
Debtor to retire debt.  First, secured creditors will be paid the
full amount of their claims, plus interest, under the terms set
forth in the Amended Plan.  Second, general unsecured creditors
with allowed claims will receive payment in full, with interest
post-confirmation at the Wall Street Journal prime rate
(anticipated to be 3.25%) in equal installments over the next six
years, with the Debtor reserving the right to prepay these
creditors as funds allow or with take out financing.  Third, the
related entities class (Class 52) holding unsecured claims and the
equity interests (Class 53) will not be paid until other classes
of creditors are satisfied.  Fourth, the Debtor will seek take out
financing in order to prepay debts.

Wells Fargo's Amended Plan provides for the liquidation of the
Debtor's assets and the payment of creditors by the later of one
year after the effective date and Dec. 31, 2015.  Wells Fargo
claims that "the plan proponent has filed the creditor's Plan
because it believes the creditor's Plan represents a better
alternative for creditors than the Debtor's Plan which
presumptively will provide for payment to Creditors over an
extended period of time.  Wells Fargo's Plan provides not only for
creditors to be paid sooner, but also for unsecured creditors to
be paid interest on their claims and to be paid their attorney's
fees and costs."

Under Wells Fargo's Plan, a plan administrator will be appointed
to liquidate Debtor's assets by the later of one year after the
effective date and Dec. 31, 2015, and distribute the proceeds.
All of creditors are to be paid with interest and attorneys' fees.

A copy of Wells Fargo's Disclosure Statement is available for free
at http://bankrupt.com/misc/WALKERLAND_464_ds.pdf

                  Objections to Prior Version

On July 23, 2014, the Debtor filed an objection to the Disclosure
Statement, claiming that the Disclosure Statement does not contain
adequate information to permit creditor's to make an informed
decision on Wells Fargo's Plan.  The Debtor also said it disagrees
with Wells Fargo's factual allegations and understands that the
Wells Fargo Disclosure Statement is Wells Fargo's position and
response to the Debtor's Disclosure Statement.  A copy of the
objection is available for free at:

        http://bankrupt.com/misc/WALKERLAND_424_dsobj.pdf

The Official Committee of Unsecured Creditors filed on July 23
also filed an objection.  The Committee said the Disclosure
Statement is deficient in part because it relies upon information
provided by the Debtor in its Disclosure Statement filed on June
2, 2014, as to the value of the Debtor's assets.  A copy of the
objection is available for free at:

        http://bankrupt.com/misc/WALKERLAND_426_dsobj.pdf

In a July 29 response to the objections, Wells Fargo said that it
is working with the Committee to resolve the Committee's
objections and that it had had discussions with the U.S. Trustee's
Office.  Wells Fargo believes these objections have been resolved
and the resolution of them will be placed on the record at the
hearing.  Wells Fargo states that it will make certain amendments
to address the objections of the Committee and the U.S. Trustee.
As to the Debtor's objection, Wells Fargo says that, among other
things, the Debtor misreported inventory, as stated on page 13 of
Wells Fargo's Disclosure Statement.  A copy of Wells Fargo's
response is available for free at:

        http://bankrupt.com/misc/WALKERLAND_427_dsresp.pdf

Wells Fargo is represented by:

      HOLLAND & HART LLP
      Larry E. Prince, Esq.
      Kirk S. Cheney, Esq.
      800 W. Main Street, Suite 1750
      P.O. Box 2527
      Boise, Idaho 83701-2527
      Tel: (208) 342-5000
      Fax: (208) 343-8869
      E-mail: lprince@hollandhart.com
              kscheney@hollandhart.com

                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.

Wells Fargo and the Debtor have filed competing Chapter 11 plans.
Wells Fargo is proposing a plan of liquidation while the Debtor is
seeking approval of a reorganization plan.


WALKER LAND: Court Okays Stipulation With Toyota Lease
------------------------------------------------------
The Hon. Jim D. Pappas of the U.S. Bankruptcy Court for the
District of Idaho entered an order approving the stipulation
between Walker Land & Cattle, LLC, Toyota Motor Credit Corporation
and Toyota Lease Trust allowing the Debtor to use "contingency"
line item in the approved cash collateral budget
to make adequate protection payments.

The Court reserves approval on the lease assumption until
confirmation or alternatively, after notice of the proposed lease
assumption is provided to all interested parties as required by
Local Bankruptcy Rule 6006.1(b)(2).  Pending confirmation and as
adequate protection, the Debtor may use the "Contingency" line
item in its approved cash collateral budget to make the adequate
protection payments, in the aggregate amount of $959 a month,
under the Stipulation to Toyota Credit Corporation and Toyota
Lease Trust.

The Parties sought court approval of the Stipulation on Aug. 4,
2014.  The Debtor requested approval of the assumption of two
lease agreements and approval of adequate protection payments on
two retail installment sale contracts.  The Debtor further
requested clarification that it can use the "Contingency" line
item in its approved cash collateral budget to pay the increases
in the monthly payments on the leases and retail installment
contracts.  Specifically, the Debtor's approved budget provided
for $286.21 for monthly adequate protection to Toyota.  The
Stipulation provides for an increased monthly adequate protection
payment of $959, in the aggregate, to Toyota?representing a
monthly increase of $672.79.

A copy of the motion for approval of the Stipulation is available
for free at:

  http://bankrupt.com/misc/WALKERLAND_442_plantreatmentstip.pdf

On July 16, 2014, the Debtor asked the Court to deny to C&B
Operations' motion for adequate protection due to these reasons:

      (i) the Movant has no enforceable interest in the tractors.
          The executory contracts are subject to the Debtor's
          rights of cancellation under the facts and pursuant to
          state law;

     (ii) due to its own failure to conduct a standard UCC
          search, the most Movant can hope to prove is (1) an
          interest subordinate to the estate under 11 U.S.C.
          Section 544(a)(1) and (2) an interest subordinate to
          existing secured creditors under the Idaho Code;

    (iii) adequate protection payments made to Wells Fargo fully
          protect the alleged junior interest, which appears to
          be unsecured under 11 U.S.C. Section 506; and

     (iv) substantive determinations of ownership interests in
          the tractors need to be made in the adversary
          proceeding.

On the same date, the Official Committee of Unsecured Creditors
joined the Debtor in the objection.

On July 29, 2014, Toyota Motor and Toyota Lease withdrew their
motions for relief from automatic stay filed on March 27, 2014.
On June 30, 2014, the Official Committee of Unsecured Creditors
both joined in the objection to the stay motion.

Toyota Lease and Toyota Motor are represented by:

      Wilson & McColl
      Jeffrey M. Wilson, Esq.
      3858 N. Garden Center Way, Suite 200
      P.O. Box 1544
      Boise, Idaho 83701
      Tel: (208) 345-9100
      Fax: (208) 384-0442

                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.

Wells Fargo and the Debtor have filed competing Chapter 11 plans.
Wells Fargo is proposing a plan of liquidation while the Debtor is
seeking approval of a reorganization plan.


WESTERN CAPITAL: Trustee Samson Commits Automatic Stay Violation
----------------------------------------------------------------
Western Capital Partners LLC asks the bankruptcy court in Colorado
to overrule the objection filed by Richard J. Samson, the Chapter
7 Trustee in the bankruptcy proceeding of Edra D. Blixseth pending
in the U.S. Bankruptcy Court for the District of Montana, to
Western's motion for post-confirmation modification to its Amended
Plan of Reorganization and to continue the Automatic Stay.

The Debtor pointed out that Mr. Samson's supplement to the
objection provided that:

   i) certain liens it purported to hold had not actually been
avoided in connection with Mr. Samson's judgment against the
Debtor; and

  ii) the relief Mr. Samson was seeking somehow ran afoul of the
plan of reorganization in the case.

The Debtor related that two hours after the Colorado Bankruptcy
Court entered its order confirming the Debtor's Plan, Mr. Samson
filed a motion seeking disbursement of $15,000 to his estate held
by an LLC known as Sunrise Ridge in which Edra Blixseth was 82%
owner.  But according to the Debtor, by virtue of its UCC
perfected security lien on Edra Blixseth's personal property, the
funds that Mr. Samson sought to disburse are the Debtor's
collateral.

The Debtor tells the Court that counsel for Samson, Brad Duncan's,
and Mr. Samson's failure to withdraw their then pending motion in
the Montana bankruptcy court constitutes a willful violation of
the automatic stay as they had an affirmative duty to not continue
judicial proceedings against the Debtor or property of the estate.

                    Samson Opposition to Motion

As reported in the July 10 TCR, Mr. Samson, in its objection to
the motion, said the proposed amendment proposes to construct a
heretofore unknown bankruptcy contraption whereby ownership of the
Debtor's most important assets (the Litigation) would not actually
go to the Reorganized Debtor at confirmation, but would instead
remain with "the Estate," where they would be protected by the
automatic stay for an undetermined period of time.  At the same
time, the proposed amendment would expressly vest in the
Reorganized Debtor's constitutional standing actually to prosecute
that Litigation, directly and "through its members."

In other words, the proposed amendment, Mr. Samson relates, would
make clear that the Reorganized Debtor does not actually own or
hold any interest in the Litigation, but, pretending that it had
not just done that, would give the Reorganized Debtor standing to
litigate the Litigation as if it actually did own the Litigation.
The Debtor is constructing this device for the sole purpose of
attempting to prevent Samson from moving forward with a settlement
of the "Atigeo Litigation."

The Debtor, Mr. Samson points out, has cited no authority for the
fabrication of such a strange structure, and Samson does not
believe any exists.  As Samson pointed out in his motion for
clarification, it is nearly blackletter law that the estate
created under Section 541 of the Code terminates upon confirmation
of a Chapter 11 plan.

                     About Western Capital

Western Capital Partners LLC filed a Chapter 11 petition (Bankr.
D. Col. Case No. 13-15760) in Denver on April 10, 2013.  The
Englewood-based company estimated assets and debt of $10 million
to $50 million.  Judge Michael E. Romero presides over the case.

The Debtor is represented by Jeffrey A. Weinman, Esq., at Weinman
& Associates, P.C.  Eason Rohde, LLC, is litigation counsel to the
Debtor.  Strauss & Malk, LLP, is also litigation counsel to the
Debtor pertaining to a foreclosure case in the Circuit Court of
Cook County, Illinois.

The court confirmed the Amended Plan of Reorganization filed by
Western Capital Partners LLC nunc pro tunc to May 15, 2014.


WETDOG LLC: Wins Confirmation of Chapter 11 Exit Plan
-----------------------------------------------------
Bankruptcy Judge Edward J. Coleman, III, confirmed the Second
Amended Chapter 11 Plan proposed Jan. 27, 2014, as amended on
March 13, 2014, of Wetdog LLC, a premier bed and breakfast in
Savannah, Georgia, over the objection of the holder of its first
lien debt.

Since 2006, a husband and wife team have owned and operated a
premier bed and breakfast located in the heart of Savannah's
historic district, the Foley House Inn, through an entity named
Wetdog, LLC.  After the 2008 recession led to a sharp decline in
revenue and consequently a default on its secured obligations.
Wetdog filed for bankruptcy protection to stop a pending
foreclosure sale of its real estate.  The Debtor now seeks
confirmation of its reorganization plan over the objections of
Belle Resources, Ltd. who holds a first-lien position on its real
estate.  Despite being oversecured by nearly $1 million, Belle
objects primarily to the feasibility of the Debtor's plan,
claiming that cash flows will be insufficient to cover necessary
repairs and other expenses.  Belle says the Plan is not feasible
under 11 U.S.C. Sec. 1129(a)(11) and violates the absolute
priority rule.  The Court held contested confirmation hearings on
Feb. 26, 2014 and April 2, 2014.

The Court finds that the Plan is feasible and that the other
confirmation requirements are met.

The Foley House Inn is the Debtor's principal asset, along with
furnishings, fixtures, equipment, and cash on hand.  The value of
the Inn is $2,939,401.00.  The Plan creates four classes: Class 1
containing the allowed tax claims of governmental units entitled
to priority under Sec. 507(a)(8) of the Bankruptcy Code including
the Chatham County Tax Commissioner's and Internal Revenue
Service's claims; Class 2 containing the allowed secured claim of
Belle; Class 3 containing the allowed secured claim of the U.S.
Small Business Administration ("SBA"); and Class 4 containing all
unsecured claims.

The Plan impairs all classes. Class 1 (taxes) voted to accept the
Plan.  Class 2 (Belle) voted to reject the Plan.  Class 3 (SBA)
voted to accept the Plan.  Class 4 (unsecured claims) voted to
accept the Plan.

Under the Plan, Class 1 claims will be paid in full by monthly
payments of $454.00 over a five-year period starting thirty days
after the Plan's effective date.  Belle's secured claim in Class 2
will be paid in full by 228 monthly payments of $11,279.764
starting the first day of the month after the Plan becomes
effective in addition to a final balloon payment due nineteen
years after the first payment.  The secured portion of the SBA's
claim in Class 3 will be paid in full by monthly payments of
$4,610.255 until the claim is satisfied.  The Plan further
provides that Class 4 claimants will receive a pro rata share of
quarterly payments of $3,000.00 for five years. Additionally, on
or before seven years after the Plan's effective date, these
claimants will receive a pro rata share of $190,000.00.

A copy of Judge Coleman's Sept. 5, 2014 Opinion is available at
http://is.gd/NMgtXLfrom Leagle.com.

Wetdog, LLC, dba Foley House Inn, filed for Chapter 11 bankruptcy
(Bankr. S.D. Ga. Case No. 13-40601) on April 5, 2013.  C. James
McCallar, Jr., Esq., at McCallar Law Firm, serves as the Debtor's
counsel.  It scheduled assets of $3,053,445 and liabilities of
$3,389,681.  A list of the three largest unsecured creditors is
available for free at http://bankrupt.com/misc/gasb13-40601.pdf
The petition was signed by Grant Rogers, managing member.


WILLIAM GINZBURG: Court Approves Motion for Reconsideration
-----------------------------------------------------------
Bankruptcy Judge Maureen A. Tighe granted the request of Dr.
William Ginzburg for reconsideration of a March 2014 order that
required the Debtor to submit by March 19, 2014, privileged
documents with respect to communications to his divorce attorneys.

The case is, David K Gottlieb, Chapter 7 Trustee Plaintiff(s), v.
Alexandra Fayerman, Alexandra Ginzburg Defendant(s), Adv. Proc.
No. 1:13-AP-01024-MT (Bankr. C.D. Calif.).  A copy of the Court's
Sept. 4, 2014 Memorandum of Decision is available at
http://is.gd/7plxbLfrom Leagle.com.

Dr. William Ginzburg filed a voluntary Chapter 11 petition (Bankr.
C.D. Cal. Case No. 1:11-BK-11378) on Feb. 2, 2011.  The case was
converted on Oct. 5, 2011, to Chapter 7 and David K. Gottlieb was
appointed as the Trustee.


WPCS INTERNATIONAL: Regains Compliance With NASDAQ Listing Rule
---------------------------------------------------------------
WPCS International Incorporated disclosed receipt of a letter from
NASDAQ, dated Sept. 3, 2014, indicating that the Company has
regained compliance with Listing Rule 5550(a)(2), as the closing
bid price of the Company's common stock has been $1.00 per share
or greater for the last 10 consecutive business days.
Accordingly, NASDAQ has advised that the matter is now closed.

              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.


XTREME POWER: Wants to Sell Battery Array in China to Younicos
--------------------------------------------------------------
Xtreme Power Inc., Xtreme Power Grove, LLC, and Xtreme Power
Systems, LLC, seek the Bankruptcy Court's authority to sell assets
in Mainland China.

XPS had a venture agreement with a Chinese company, Sieyuan
Electric Co., under which it designed and manufactured a
demonstration battery array. The China unit is currently at
sitting idle at Sieyuan Electric's facility in Shanghai, China.

Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Womble, Culbreth &
Holzer, P.C., in Corpus Christi, Texas, relates that the China
unit is a fully-assembled array of 1,200 of the lead acid
PowerCells that were manufactured by XP Grove at the plaint in
Oklahoma, all 6.5 versions. However, they are not being
maintained, so they may be scrap. The China unit also includes an
older model Eaton invertor. The China unit is carried on XPS's
books as having an acquisition date of October 1, 2012, and a
fully-depreciated cost of $1,349,191.

On April 11, 2014, the Court approved a sale of substantially of
the assets of XPI and XPS, and the assignment of certain
contracts, to Younicos Inc., for $14 million in cash. The
transaction closed effective April 14, 2014.

Mr. Holzer explains that Younicos excluded the China unit from its
purchase and did not assume the venture agreement with Sieyuan
Electric because it did not want to be involved in potential
environmental liabilities in China.

In early August, Younicos informed XPS that it had remotely
accessed the China unit and that it believes some of the batteries
might be salvageable, and so the China unit might be economically
viable after all. Younicos began considering the possibility of
sending a team to China to dissemble the unit and ship the
batteries back to Texas to be refurbished and resold.

On August 18, 2014, Younicos made a written offer to purchase the
China unit for $80,000. Younicos will assume all costs for
retrieving the equipment as well as any costs that may be incurred
for the disposal of any related equipment and material it
subsequently decides it does not want or deems to have no value.

Mr. Holzer points out that XPS has no current ability to monetize
the China unit, and is unaware of anyone else to look to for a
competing offer.

Xtreme Power is represented by:

     Shelby A. Jordan, Esq.
     Nathaniel Peter Holzer, Esq.
     Antonio Ortiz, Esq.
     JORDAN, HYDEN, WOMBLE, CULBRETH & HOLZER, P.C.
     500 North Shoreline Blvd., Suite 900
     Corpus Christi, TX 78401-0341
     Telephone: (361) 884-5678
     Facsimile: (361) 888-5555
     E-mail: sjordan@jhwclaw.com
             pholzer@jhwclaw.com
             aortiz@jhwclaw.com

                       About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.  Judge Christopher H. Mott presides over
the case.  The Debtor is represented by Shelby A. Jordan, Esq., at
Jordan, Hyden, Womble, Culbreth & Holzer, P.C.  The Debtors tapped
Baker Botts L.L.P. as special counsel, and Gordian Group, LLC, as
investment banker and financial advisor.

Debtor Power Inc. scheduled $7,004,915 in total assets and
$65,743,283 in total liabilities.  Debtor Power Grove scheduled
$5,179,692 in total assets and $31,882,277 in total liabilities.
Power Systems scheduled $4,303,921 in total assets and $87,666,873
in total liabilities.

The Creditors' Committee is represented by Eric J. Taube, Esq.,
Mark C. Taylor, Esq., and Morris D. Weiss, Esq., at Hohmann, Taube
& Summers, LLP, in Austin, Texas.

                           *     *     *

Judge H. Christopher Mott on April 11, 2014, authorized Xtreme
Power, Inc., et al., to sell substantially all of their assets to
Younicos, Inc., for $14 million.  The Court also authorized the
sale of certain assets free and clear of encumbrances to First
Wind Holdings, LLC, for approximately $110,400.

The Debtors initially intended to sell their assets to Horizon
Technology Finance Corporation under a credit of the Debtors' pre-
and postpetition financing up to $2.5 million.  At an auction, the
Debtors declared Shared Investments VI Inc. as the successful
bidder with a $12 million bid but the Court reopened the auction
and allowed Younicos to bid, with Younicos emerging as the highest
bidder at an auction, besting Shared Investments.  Shared
Investments filed a motion for reconsideration, which was objected
to by the Official Committee of Unsecured Creditors.  The motion
for reconsideration was denied by the Court.

Younicos is represented by John Simon, Esq., and Omar Lucia, Esq.,
at Foley & Lardner LLP, in Detroit, Michigan.

Shared Investments is represented by Sabrina L. Streusand, Esq.,
and Richard D. Villa, Esq., at Streusand, Landon & Ozburn, LLP, in
Austin, Texas.

Horizon Technology is represented by A. Lee Hogewood, III, Esq.,
at K&L Gates LLP, in Raleigh, North Carolina.


XTREME POWER: Seeks Approval to Sell Battery Array to Younicos
--------------------------------------------------------------
Xtreme Power Systems, LLC, has filed a motion seeking court
approval to sell a battery array to Younicos, LLC.

The battery array, which is stored in Sieyuan Electric Co.'s
facility in Shanghai, China, is a fully-assembled array of
approximately 1,200 of lead acid PowerCells.

Xtreme Power received an offer from Younicos to purchase the
battery array last month.  The equipment is worth $80,000 based on
Younicos' assessment of its potential value.

Younicos, which won a bankruptcy auction for the assets of Xtreme
Power in April, previously excluded the battery array from its
purchase and did not assume a contract between Xtreme Power and
Sieyuan.  Xtreme Power had said the buyer didn't want to be
involved in potential environmental liabilities in China.

"[Xtreme Power] has no current ability to monetize the China unit,
and is unaware of anyone else to look to for a competing offer,"
said the company's lawyer, Nathaniel Peter Holzer, Esq., at
Jordan, Hyden, Womble, Culbreth & Holzer P.C., in Corpus Christi,
Texas.

The U.S. Bankruptcy Court for the Western District of Texas will
hold a hearing on Sept. 15 to consider approval of the motion.

                       About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.  Judge Christopher H. Mott presides over
the case.  The Debtor is represented by Shelby A. Jordan, Esq., at
Jordan, Hyden, Womble, Culbreth & Holzer, P.C.  The Debtors tapped
Baker Botts L.L.P. as special counsel, and Gordian Group, LLC, as
investment banker and financial advisor.

Debtor Power Inc. scheduled $7,004,915 in total assets and
$65,743,283 in total liabilities.  Debtor Power Grove scheduled
$5,179,692 in total assets and $31,882,277 in total liabilities.
Power Systems scheduled $4,303,921 in total assets and $87,666,873
in total liabilities.

The Creditors' Committee is represented by Eric J. Taube, Esq.,
Mark C. Taylor, Esq., and Morris D. Weiss, Esq., at Hohmann, Taube
& Summers, LLP, in Austin, Texas.

                           *     *     *

Judge H. Christopher Mott on April 11, 2014, authorized Xtreme
Power, Inc., et al., to sell substantially all of their assets to
Younicos, Inc., for $14 million.  The Court also authorized the
sale of certain assets free and clear of encumbrances to First
Wind Holdings, LLC, for approximately $110,400.

The Debtors initially intended to sell their assets to Horizon
Technology Finance Corporation under a credit of the Debtors' pre-
and postpetition financing up to $2.5 million.  At an auction, the
Debtors declared Shared Investments VI Inc. as the successful
bidder with a $12 million bid but the Court reopened the auction
and allowed Younicos to bid, with Younicos emerging as the highest
bidder at an auction, besting Shared Investments.  Shared
Investments filed a motion for reconsideration, which was objected
to by the Official Committee of Unsecured Creditors.  The motion
for reconsideration was denied by the Court.

The Debtors, the Committee and several of their major creditors
are presently engaged in a mediation to resolve the issue
concerning the allocation of the sale proceeds among the estates.

On June 21, the Debtors filed a Chapter 11 reorganization plan
that was premised on reaching agreement with the major creditors
on an allocation but have not pursued the plan because the
mediation has not been completed and no agreement has been
reached.

Pursuant to the Plan, the Debtors will make a contribution of all
their assets to fund a trust that will be formed under the Plan.
The cash portion will be contributed for Plan Trust administrative
expenses and Plan Trust distributions to creditors based on the
results of a hearing determining the allocation of asset and asset
proceeds.  Thereafter, the Plan Trust distributions will be made
to the allowed claims in each respective Debtor case, or by the
Bankruptcy Court's approval of an Allocation Settlement Agreement
reached by and among the Debtors, the creditors and parties-in-
interest.


YMCA MILWAKEE: Sept. 30 Sale Hearing on 4 Fitness Facilities
------------------------------------------------------------
Bankruptcy Judge Susan V. Kelley will convene a hearing on
Sept. 30, 2014, at 1:00 p.m. to consider approval of the sale of
The Young Men's Christian Association of Metropolitan Milwaukee,
Inc.'s Waukesha Area Ys and the Feith Family YMCA assets.

Specifically, the Debtor will sell the real property and,
associated personal property that comprise four of its fitness
facilities, which are known as the Southwest YMCA, the West
Suburban YMCA, the Tri-County YMCA (collectively, the Waukesha
Area Ys) and the Feith Family YMCA.

The YMCA of Central Waukesha County, Inc., has made an offer to
purchase the Waukesha Area Ys, and the Kettle Moraine YMCA, Inc.
has made an offer to purchase the Feith Family YMCA.

Under the proposed sale procedures, the CWC Offer and the KMY
Offer are treated as stalking horse bids, and CWC and KMY are
deemed to be qualified bidders.

The Debtor supplemented the sale procedures motion to incorporate
terms and revisions requested by its largest creditor, BMO Harris
Bank N.A., and the official committee of unsecured creditors.

TCF Equipment Finance, Inc., filed a limited objection to the sale
procedures motion.  Based on an agreed resolution among TCF, the
Debtor, BMO and the Creditors' Committee, that limited objection
was later withdrawn.

                      About YMCA of Milwaukee

The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case
Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014.

YMCA Milwaukee, which has more than 100,000 members using its
centers and camps, plans to sell a majority of its owned real
estate to help pay down $29 million in debt.

YMCA Milwaukee estimated $10 million to $50 million in both assets
and liabilities.  YMCA Academy estimated $100,000 to $500,000 in
both assets and liabilities.  The formal schedules of assets and
liabilities are due June 18, 2014.

The Debtors are seeking joint administration of their Chapter 11
cases for procedural purposes.  The cases are assigned to Judge
Susan V. Kelley.

The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz,
Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel.


YORK RISK: Moody's Assigns B3 Corp. Family Rating; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family
rating and a B3-PD probability of default rating to York Risk
Services Holdings Corp. ("York"). Moody's also assigned ratings to
the credit facilities to be issued by York to help fund the
leveraged buyout of the company by funds advised by Onex Partners
for $1.3 billion. The transaction is expected to close in early
October. The rating outlook is stable.

Ratings Rationale

York's ratings reflect its market position as a third-party
administrative service provider in the United States, its
expertise in claims management and managed care services, its
diversified client base, and relatively stable EBITDA margins.
These strengths are tempered by the company's substantial
financial leverage, low interest coverage, and weak net profit
margins and cash flow metrics. Moody's expect that York will
continue to actively pursue acquisitions, giving rise to
integration and contingent risks (e.g., exposure to errors and
omissions).

Based on Moody's calculations, York's debt-to-EBITDA ratio will be
in the range of 7.5x-8.0x immediately following the buyout, which
is aggressive for the rating category. "We expect York to reduce
its leverage below 8x within the next year given growth in
revenues and stable EBITDA margins," said Enrico Leo, Moody's lead
analyst for York.

The financing arrangement includes a $555 million first-lien term
loan and a $100 million first-lien revolving credit facility
(undrawn at closing), both rated B1, and $270 million in senior
unsecured notes, rated Caa2. Other funding sources include
sponsor-contributed and management rollover equity. Proceeds will
be used to purchase all of York's outstanding common stock, repay
its existing debt and to pay related fees and expenses. The
facilities are secured by substantially all assets of York and
both the notes and securities are guaranteed by subsidiaries.

Factors that could lead to an upgrade of York's ratings include:
(i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage
of interest exceeding 2x, and (iii) free-cash-flow-to-debt ratio
greater than 4%.

Factors that could lead to a rating downgrade include: (i) debt-
to-EBITDA ratio above 8x on a sustained basis, (ii) (EBITDA -
capex) coverage of interest less than 1.2x, and (iii) free-cash-
flow-to-debt ratio below 2%.

Furthermore, the first-lien credit facility ratings could be
downgraded if the proportion of first- lien debt relative to
senior unsecured notes in the capital structure is increased.

Moody's has assigned the following ratings (and loss given default
(LGD) assessments):

  Corporate family rating B3;

  Probability of default rating B3-PD;

  $100 million first-lien revolving credit facility B1
  (LGD3, 32%);

  $555 million first-lien term loan B1 (LGD3, 32%);

  $270 million senior unsecured notes Caa2 (LGD5, 86%).

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers and Service Companies
published in February 2012. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Based in Parsippany, NJ, York provides claims services,
specialized loss adjusting, managed care, pool administration and
loss control to the insurance services industry. York generated
total reported revenues of $402 million in 2013.


ZOGENIX INC: Daravita Files Infringement Suit Against Actavis
-------------------------------------------------------------
Daravita Limited filed suit in the United States District Court
for the District of Delaware against Actavis Laboratories FL, Inc.
and certain of its affiliates, on Sept. 3, 2014, according to a
regulatory filing with the U.S. Securities and Exchange
Commission.

Daravita has licensed rights under certain patents covering
Zohydro(R) ER (hydrocodone bitartrate) Extended-Release Capsules,
CII to Zogenix, Inc.  Under the Zohydro ER license agreement,
Daravita has the right to control the enforcement of these patents
and related proceedings involving Zohydro ER and any prospective
generic entrant.

On Aug. 13, 2014, Zogenix received a notice from Actavis
concerning its filing of an Abbreviated New Drug Application
containing a "Paragraph IV" patent certification with the U.S.
Food and Drug Administration for a generic version of Zohydro ER.
The FDA will determine whether Actavis may be eligible for the
180-day exclusivity period described in 21 U.S.C. Section
355(j)(5)(B)(iv).

The lawsuit filed by Daravita alleges that Actavis has infringed
U.S. Patent Nos. 6,228,398 (the "'398 patent") and 6,902,742 (the
"'742 patent") by filing its ANDA seeking approval from the FDA to
market a generic version of Zohydro ER prior to the expiration of
these patents.  The '398 patent and '742 patent are listed in the
FDA's Approved Drug Products with Therapeutic Equivalence
Evaluations, commonly known as the Orange Book.  The patent
infringement lawsuit was filed within 45 days of receipt of the
notice letter, thereby triggering a stay of FDA approval of the
Actavis ANDA until the earlier of the expiration of a 30-month
period from the receipt of the notice letter, the expiration of
the '398 patent and '742 patent, the entry of a settlement order
or consent decree stating that the '398 patent and '742 patent are
invalid or not infringed, a decision in the infringement case that
is favorable to Actavis, or such shorter or longer period as the
court may order.

"Regardless of the outcome of any litigation, no ANDA can receive
final approval from the FDA before expiration of the regulatory
exclusivity period for Zohydro ER," the Company stated the SEC
filing.  "Specifically, the FDA has granted Zohydro three years of
regulatory exclusivity, which expires in October 2016."

Daravita and Zogenix intend to vigorously enforce the intellectual
property rights relating to Zohydro ER to prevent the marketing of
infringing generic products prior to the expiration of their
patents.  The '398 patent and the '742 patent each expire on
Nov. 1, 2019.  However, given the unpredictability inherent in
litigation, Zogenix said it cannot predict the outcome of this
matter or guarantee the outcome of any litigation.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Zogenix reported a net loss of $80.85 million in 2013, as compared
with a net loss of $47.38 million in 2012.

The Company's balance sheet at June 30, 2014, the Company had
$133.29 million in total assets, $64.98 million in total
liabilities and $68.31 million in total stockholders' equity.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company's recurring losses from operations and lack of
sufficient working capital raise substantial doubt about its
ability to continue as a going concern.


* Green Tree Pays $93,400 for Claiming $11,000 Extinguished Debt
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, and
Sherri Toub, a Bloomberg News writer, reported that Chief U.S.
District Judge W. Keith Watkins in Montgomey, Alabama, saddled
Green Tree Servicing LLC with $93,400 in sanctions for filing a
claim to collect an $11,000 debt that was discharged in a couple's
prior Chapter 7 bankruptcy.  According to the report, Judge
Watkins said that when Green Tree filed the claim in the couple's
subsequent Chapter 13 bankruptcy, it violated the discharge
injunction in the couple's Chapter 7 bankruptcy.

The case is McLean v. Greenpoint Credit LLC, 13-cv-00925, U.S.
District Court, Middle District of Alabama (Montgomery).


* Fitch: Personal Bankr. Filings to Drop to Lowest Level in 7 Yrs
-----------------------------------------------------------------
The U.S. economy's measured improvement coupled with more prudent
consumers will result in personal bankruptcies falling to levels
not seen since 2007, according to Fitch Ratings in a new report
dated Sept. 8, 2014.

Personal bankruptcy filings are currently 12% lower year-over-year
through mid-August. Fitch projects total filings for 2014 to fall
below one million for the first time in seven years, the fourth
straight year of annual declines. One notable factor was the
continued improvement in the labor markets. Unemployment stood at
6.2% in July, 15% lower year-over-year and 38% below the recession
high of 10%. Another factor, according to Senior Director Steven
Stubbs, is fiscal prudence by consumers.

"Consumers are clearly more reluctant to take on greater amounts
of debt despite the labor market improvement," said Mr. Stubbs.
"Wage growth is not keeping pace with the labor market improvement
and there are still a high number of discouraged workers, which is
also driving consumer consumption declines."

Fitch anticipates total consumer bankruptcy filings for the year
to come in 12%-13% below 2013 levels. Where this has also been a
positive is in chargeoffs for prime credit card ABS, which are now
23% lower than this point in 2013 and 78% off the all-time high of
11.52% seen over four years ago (September 2009). This will serve
as a boon for the already strong performance of most consumer
asset classes.


* Bernanke Says 2008 Was Worse than the Great Depression
--------------------------------------------------------
Pedro Nicolaci da Costa, writing for The Wall Street Journal,
reported that former Federal Reserve Chairman Ben Bernanke
contends that the 2008 financial crisis was actually worse than
its 1930s counterpart.  According to the report, the statement was
made by Mr. Bernanke in a document filed with the U.S. Court of
Federal Claims as part of a lawsuit linked to the 2008 government
bailout of American International Group Inc.  Former Treasury
Secretary Timothy Geithner was also quoted in the same document
offering a similarly apocalyptic assessment, the Journal said.


* SEC Shelves Plan for Private Asset-Backed Bond Disclosure
-----------------------------------------------------------
Jody Shenn, Dave Michaels and Matt Robinson, writing for Bloomberg
News, reported that the U.S. Securities and Exchange Commission
has approved a rule to offer investors more details on bonds
backed by assets such as mortgages and car financing, including
specific data on individual loans, and new practices such as a
cooling-off period to review documents before certain bond sales
but dropped its proposed requirement that issuers of private
securities be ready to furnish to buyers the same type of
information that's available for publicly registered debt.


* IMF Chief Placed under Formal Investigation in French Fraud Case
------------------------------------------------------------------
Reuters reported that IMF chief Christine Lagarde has been put
under formal investigation by French magistrates for alleged
negligence in a political fraud affair dating from 2008 when she
was finance minister.  According to the report, Lagarde was
questioned by magistrates in Paris for a fourth time under her
existing status as a witness in the long-running saga over
allegations that tycoon Bernard Tapie won a large arbitration
payout due to his political connections.  Under French law,
magistrates place a person under formal investigation when they
believe there are indications of wrongdoing, but that does not
always lead to a trial, the report said.


* McGlinchey Stafford Opens New York City Office
------------------------------------------------
McGlinchey Stafford on Sept. 9 disclosed that it has opened an
office in New York City, which is the law firm's eleventh office
nationwide and its second location in the state of New York.  Five
attorneys have joined the firm's new location in Midtown
Manhattan.  The national law firm, which also has an office in
Albany, New York, now has 185 attorneys firm-wide.

The opening of McGlinchey Stafford's New York City location
enhances the firm's ability to serve the legal needs of key
clients in the areas of financial services, business and general
civil litigation and expands the firm's footprint in the
Northeast.  The firm has added five exceptional lawyers in the New
York City office: Victor Matthews, Ruth O'Connor, Fincey John,
Michelle Pak and Mitra Singh.

"The decision to expand our footprint in the state of New York was
in direct response to the needs of key clients in the banking and
housing finance industries," said Anthony Rollo, head of the
firm's National Financial Services Litigation group.  "The
addition of these five outstanding attorneys in New York City will
bolster our national financial services practice."

The New York City office marks the fourth new office opened by
McGlinchey Stafford since 2010.  While the firm's rapid expansion
has been driven primarily by the needs of key financial services
clients, the growth has also amplified the firm's capabilities to
serve various other industries.  In addition to its offices in
Albany and New York City, NY, the firm also has offices in Irvine,
CA; Fort Lauderdale and Jacksonville, FL; Baton Rouge and New
Orleans, LA; Jackson, MS; Cleveland, OH; and Dallas and Houston,
TX.

"We are thrilled to join the thriving business community of New
York City," said Rudy Aguilar, McGlinchey Stafford's Managing
Member. "The opening of this new office enables us to more
efficiently and effectively serve our clients, which is our number
one priority."

                 About the New York City Office

Victor Matthews has joined the New York City office as Of Counsel.
His practice includes the representation of mortgage lenders,
servicers and other financial services institutions in consumer
financial services litigation, real estate litigation and general
commercial litigation.  Mr. Matthews received his J.D. from Wake
Forest University School of Law and his B.A. from Binghamton
University.  He is admitted to practice in New York and New
Jersey.

Ruth O'Connor has joined the firm as Of Counsel and has extensive
experience handling commercial litigation involving mortgage
fraud, contested foreclosures, title insurance coverage issues,
identity theft, lender liability and bankruptcy workouts and
restructuring.  She received her J.D. from St. John's University
School of Law and her B.S. from Cornell University. She is
admitted to practice in New York.

Fincey John has joined the firm as an Associate handling consumer
financial services litigation involving lender liability, real
estate and title issues, mortgage foreclosures and creditors'
rights.  Mr. John also has experience advising financial services
clients on regulatory compliance matters.  She received her J.D.
from Hofstra University School of Law and her B.A. from the
University of Maryland.  She is admitted to practice in New York,
New Jersey and Connecticut.

Michelle Pak has joined the firm as an Associate practicing
consumer financial services litigation, including contested
mortgage foreclosures, real estate and title claims, breach of
contract issues and other general commercial litigation.  She has
experience representing clients in all phases of litigation in
federal and state courts, as well as advising clients on
compliance with federal and state regulations.  Ms. Pak received
her J.D. from New York Law School and her M.A. and B.A. from
Fordham University. She is admitted to practice in New York.

Mitra Singh has joined the firm as an Associate handling consumer
financial services litigation, with an emphasis on contested
mortgage foreclosures, bankruptcy and real estate and title
issues.  He received his J.D. from St. John's University School of
Law and his B.S. from St. John's University.  Mr. Singh is
admitted to practice in New York.

                    About Mcglinchey Stafford

McGlinchey Stafford -- http://www.mcglinchey.com-- is a full-
service law firm providing innovative legal counsel to business
clients nationwide.  Guiding clients wherever business and law
intersect, McGlinchey Stafford's 185 attorneys are based in eleven
offices in California, Florida, Louisiana, Mississippi, New York,
Ohio and Texas.


* Scott Stuart Joins Garden City as Senior Director of Bankruptcy
-----------------------------------------------------------------
The Garden City Group, Inc., a provider of bankruptcy
administration services, on Sept. 8 disclosed that Scott Stuart
has joined its management team as a senior director, Bankruptcy.
Mr. Stuart will be responsible for the development and execution
of new business, as well as further penetration of existing
markets and expansion of current client relationships.

"Our team is eager to collaborate with Scott," said
Angela Ferrante, vice president, Bankruptcy.  "His diverse
bankruptcy experience in both private industry and the federal
government gives him a very well-rounded perspective on
restructuring and administration, and we're certain our clients
will benefit from his expertise."

Mr. Stuart brings nearly a decade of legal administration
experience to GCG, having served most recently as Executive
Director at Donlin Recano & Company.  During that time, he was
responsible for designing and executing some of the most high
profile chapter 11 administrations in U.S. history.  Prior to
that, Stuart spent several years in senior management at TruFoods
Systems, Inc., a company engaged in turnaround activities in the
food service industry.  He has also served as a senior trial
attorney in the U.S. Department of Justice United States Trustee
Program.

"At GCG we are always looking to add leading legal professionals
such as Scott, who have the industry knowledge and judgment that
comes with that kind of market presence and longevity.  Scott
brings 25 years of business, legal, administration and academic
experience in the restructuring industry to our team.  We know he
will make a very positive impact on GCG and its clients," said
Karen Shaer, senior executive vice president and general counsel
of GCG.

Mr. Stuart is an American Bankruptcy Institute (ABI)-trained and
practicing Mediator (serving on the panels of the federal courts
in the Southern District of New York, the Eastern District of New
York, and Delaware).  He is also a faculty member at ABI-St.
John's School of Law Mediation Training Program and holds or has
held leadership roles in national industry organizations such as
the American Bar Association, ABI and Turnaround Management
Association.  He has served as an associate editor for the ABI
Journal and is a frequent author and speaker on industry topics.

"It is invigorating to bring my many years of experience in
bankruptcy administration services to GCG, a team that has great
brand strength and a stellar reputation.  I look forward to
assuring that GCG remains a market leader as it continues to grow
and provide excellent service to its clients," Mr. Stuart said.

About The Garden City Group, Inc. (GCG)

GCG -- http://www.gcginc.com-- is the recognized leader in legal
administration services for class action settlements, bankruptcy
proceedings, mass tort matters, regulatory administrations, and
legal noticing programs, with more than 1,000 employees in offices
coast-to-coast.  For five years in a row GCG has been the highest
ranked bankruptcy claims agent in the New York Law Journal survey
of "Best Claims Administrators".  The firm has been engaged in
many high-profile distribution matters, including the General
Motors bankruptcy, the $20 billion Gulf Coast Claims Facility and
the $7.8 billion Deepwater Horizon Economic Property Damages
Settlement, the $6.15 billion WorldCom settlement, the $3.4
billion Native American Trust Settlement and the $3.05 billion
VisaCheck/MasterMoney Antitrust settlement.

                         About Crawford

Based in Atlanta, Ga., Crawford & Company --
http://www.crawfordandcompany.com-- is the world's largest
independent provider of claims management solutions to the risk
management and insurance industry as well as self?insured entities,
with an expansive global network serving clients in more than 70
countries.  The Crawford Solution(SM) offers comprehensive,
integrated claims services, business process outsourcing and
consulting services for major product lines including property and
casualty claims management, workers compensation claims and
medical management, and legal settlement administration.  The
Company's shares are traded on the NYSE under the symbols CRDA and
CRDB.



                             *********

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 ***