TCR_Public/140912.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, September 12, 2014, Vol. 18, No. 254

                            Headlines

ACOSTA INC: Moody's Rates $800MM Unsecured Notes Caa1
ACQUIRED SALES: Has $63,000 Net Loss in Second Quarter
ADELPHIA COMMUNICATIONS: Insurance Row With Quanta Goes to Trial
ALLDIGITAL HOLDINGS: Posts $928K Net Loss for June 30 Quarter
ALLY FINANCIAL: Presented at Barclays Global Conference

AMERICAN INT'L GROUP: Chief Moves Up Exit After Cancer Prognosis
AMERICAN INT'L HOLDINGS: Reports $34K Net Loss in June 30 Qtr.
AMERICAN OPTICAL: Tiger Group to Conduct Online Auction for Assets
AMERICAN SANDS: Incurs $887K Net Loss for Q2 Ended June 30
ARMORWORKS ENTERPRISES: Says Full-Payment Plan Still Possible

ARKANOVA ENERGY: Pierre Mulacek Holds 13% Equity Stake
ARRAY BIOPHARMA: Posts $85.3-Mil. Net Loss For FY Ended June 30
ASHTEAD GROUP: Moody's Affirms 'Ba2' Corporate Family Rating
ASSOCIATED WHOLESALERS: Proposes C&S-Led Auction on Oct. 24
ASSOCIATED WHOLESALERS: Proposes DIP Financing From Banks, C&S

ASSOCIATED WHOLESALERS: Taps Epiq as Claims Agent
ASPEN GROUP: Leon Cooperman Reports 9.9% Equity Stake
ATHERTON FINANCIAL: Files for Chapter 11 in Los Angeles
AUXILIUM PHARMACEUTICALS: To Streamline Operations for Growth
AVENTINE RENEWABLE: Valero Restarts Plant After 2012 Shutdown

BANNERS BROKER: Isle of Man Proceeding Recognized in Canada
BAPTIST HOME: $30.3 Million Sale Approved in Philadelphia
BAY CLUB PARTNERS: Equity Security Holder Files Objection to Plan
BAY CLUB PARTNERS: Court to Confirm Sale-Based Amended Plan
BON-TON STORES: Board Declares Cash Dividend of 5 Cents Apiece

BONSO ELECTRONICS: Posts $221K Net Loss in FY Ended March 31
BRIGHTSIDE HOSPITALITY: Case Summary & 17 Top Unsecured Creditors
BROWNIE'S MARINE: Alexander Purdon Hikes Equity Stake to 7.5%
CAR WASH HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating
CATHEDRAL CITY: S&P Raises Rating on 2007C Sub. TABs From 'B+'

CENTRAL FEDERAL: Stockholders OK Issuance of Shares
CENTRAL PLATTE: Fitch Assigns 'BB' Rating on $22.45MM GO Bonds
CENTRO DE DIAGNOSTICO: Case Summary & 20 Top Unsecured Creditors
CLEAR CHANNEL: Inks $750MM Purchase Agreement with Goldman Sachs
CHINA GINSENG: KCG Americas Reports 17.4% Equity Stake

CIRCUIT CITY: $8-Mil. Preference Claim Against Sony Not Barred
COMJOYFUL INTERNATIONAL: Has $522K Net Loss in June 30 Quarter
COMMACK HOSPITALITY: To Make $125K Monthly Payments to Stabilis
COMMUNITY MEMORIAL: Trustee Can Sell Cheboyan Property
CONFEDERATE MOTORS: Incurs $28K Net Loss for Second Quarter

CONNER CREEK: S&P Lowers Rating on 2007 Refunding Bonds to 'B+'
CUI GLOBAL: First Eagle Reports 10% Equity Stake
DANA BLUMENSAADT: Ohio Bankruptcy Judge Won't Recuse Self
DELL INC: Fitch Affirms 'BB-' Issuer Default Rating
DPX HOLDINGS: S&P Retains 'B' CCR Following Upsized Term Loan

DPX HOLDINGS: Moody's Affirms B2 Rating on $250MM Add-on Sr. Loan
E. H. MITCHELL: Files Third Amended Disclosure Statement
E. H. MITCHELL: Conversion/Dismissal Hearing Resumes Nov. 6
EAGLE BULK: Incurs $44.66-Mil. Net Loss for Q2 Ended June 30
EFUSION SERVICES: Creditors Seek Dismissal of Chapter 11 Case

eRESEARCH TECHNOLOGY: Moody's Alters Ratings Outlook to Negative
ERF WIRELESS: Sells Angus Capital Debts to CP US Income and IBC
ELBIT IMAGING: Investment Agreement with Insightec Revised
ENERPULSE TECHNOLOGIES: Has $1.46-Mil. Net Loss in Second Quarter
FHC HEALTH: S&P Affirms 'B' CCR & Rates Acquisition Financing 'B+'

FTE NETWORKS: SEC Suspends Trading of Common Stock Temporarily
FLEETCOR TECHNOLOGIES: Moody's Assigns 'Ba3' Corp. Family Rating
G-MART USA: Case Summary & 20 Largest Unsecured Creditors
GLOBAL COMPUTER: Selling Assets to Govt. Agencies for $23.5MM
GLOBAL COMPUTER: Lists $13.8MM in Assets, $2.4MM in Debt

GUIDED THERAPEUTICS: Gets $200K Investment Commitment From ITEM
GLOBALINK LTD: Reports $11,856 Net Loss in June 30 Quarter
GLOBEIMMUNE INC: Incurs $5.71-Mil. Net Loss in June 30 Quarter
GLYECO INC: Amends 36.3 Million Shares Resale Prospectus
GORDON PROPERTIES: Replies to FOA's Motion to Consolidate Case

HD SUPPLY: Posts $48 Million Net Income in Second Quarter
HIGHWAY 82/FANNIN: 5th Cir. Won't Reinstate Suit Against Lender
HRK HOLDINGS: Seeks to Auction Real Estate Property on Oct. 2
HRK H0LDINGS: Maturity of Lines of Credit Extended to Sept. 30
INDIANA TOLL ROAD: Operator Weighs Bankruptcy Filing

INFINITY ENERGY: Fires Auditor Over Disagreement
INTEGRATED BIOPHARMA: Posts $131,000 Net Income in Fiscal 2014
INTELLICELL BIOSCIENCES: Hikes Authorized Common Shares to 10BB
IVEDA SOLUTIONS: Incurs $1.59-Mil. Net Loss in Q2 Ended June 30
JAMES ROTH: Portion of Debt Owed to Ex-Worker Not Dischargeable

KID BRANDS: S. Wallis Appeals Denial of Request to Respond to Sale
KID BRANDS: Gets Court OK to Employ Lowenstein Sandler as Counsel
KID BRANDS: Court Sets Sept. 30 as General Claims Bar Date
KID BRANDS: Bonnie Glantz Fatell Named as Privacy Ombudsman
LADDER CAPITAL: Fitch Affirms 'BB' Issuer Default Rating

LAKELAND DEVELOPMENT: Sept. 16 Hearing on Bonus Payments Approval
LAKSHMI HOSPITALITY: Files for Chapter 11 in San Diego
LDK SOLAR: Files Schemes of Arrangement in Hong Kong
LEHMAN BROTHERS: To Sell $2.5 Billion in Bankruptcy Claims
LEHMAN BROTHERS: Seeks Quick Win Over Citi in Interest Fight

LEHMAN BROTHERS: Claren Road, Underwriters Lost Dist. Court Appeal
LIFE UNIFORM: Can Sell Rights to Class Action Recoveries
LMM SPORTS: Case Summary & 8 Largest Unsecured Creditors
LONGVIEW POWER: Change in Alvarez and Marsal's Retention Approved
LUCAS ENERGY: Posts $1.25-Mil. Net Loss in Second Quarter

MACKEYSER HOLDINGS: Selling Flint's Asset to Hearing Management
MACKEYSER HOLDINGS: Selling Anderson and Indianapolis Practice
MACKEYSER HOLDINGS: Taps Hammond Hanlon as Investment Banker
MACKEYSER HOLDINGS: Cooley LLP Approved as Panel's Lead Counsel
MACKEYSER HOLDINGS: Klehr Harrison Okayed as Panel's Co-counsel

MACKEYSER HOLDINGS: Panel Can Hire Giuliano Miller as Advisors
MAINE MONTREAL: Chap. 11 Trustee May Disburse $1.3-Mil. to FRA
MISSION NEW ENERGY: High Court Finds Unit Not Liable to Axens
MOMENTIVE PERFORMANCE: Bench Ruling on Confirmation of Plan
MONROE HOSPITAL: Seeks Oct. 8 Auction Before Prime Sale

MONTREAL MAINE: Panel Wants to Participate in Wrongful Death Cases
MORNINGSTAR MARKETPLACE: Wants Exclusivity Extended to Feb. 2015
NEPHROS INC: Lambda Investors Reports 66% Equity Stake
PLANDAI BIOTECHNOLOGY: Purchase Pact With Lincoln Park Canceled
NILE SWIM: Historic Black-Owned Swim Club Seeks Bankruptcy
NYDJ APPAREL: Moody's Lowers Corp. Family Rating to 'B3'

ODYSSEY PICTURES: Late 10-K Shows $480K Net Loss in Fiscal 2013
OKLAHOMA UNITED METHODIST: Hires Holden & Carr as Special Counsel
OKLAHOMA UNITED METHODIST: Taps Walding Patton as Special Counsel
PGX HOLDINGS: S&P Assigns 'B' CCR & Rates $280MM Loan 'B+'
PGX HOLDINGS: Moody's Assigns B2 CFR & Rates $160MM Loan Caa1

PHILADELPHIA ENTERTAINMENT: Pa. Wants Out of $50MM Adversary Suit
PLASTIC2OIL INC: Incurs $1.02-Mil. Net Loss in Second Quarter
PLATFORM SPECIALTY: Moody's Maintains B1 Rating for Add-on Debt
POSITRON CORP: Joseph Oliverio Appointed as New Chairman
PRINCE FREDERICK: Contractor's Equitable Subord. Case Junked

PROBE MANUFACTURING: Posts $58.8K Net Loss in 1H of 2014
QUANTUM CORP: Stockholders Elected 9 Directors
RADIOSHACK CORP: In Talks to Get Finances, Warns of Bankruptcy
RESIDENTIAL CAPITAL: Ally Incurs Cost Over Injunction Violation
RESTORGENEX CORP: Files Copy of Presentation Materials with SEC

REVEL AC: Settles Ernst & Young Prepetition Fee Complication
REVEL AC: Florida Developer Offers $90-Mil. For Casino
RICCO INC: Court Green Lights Payment to Clear Mountain Bank
ROSETTA GENOMICS: Files Supplement to 6,000 Shares Prospectus
SALON MEDIA: Plans to Raise Additional Capital

SEARS HOLDINGS: Fitch Lowers Issuer Default Rating to 'CC'
SKINNY NUTRITIONAL: Court Confirms Plan of Liquidation
SOURCE INTERLINK: Seeks to Estimate WARN Claims at $0
SPINDLE INC: Has $3.3-Mil. Net Loss for Q2 Ended June 30
STAR DYNAMICS: Supplier Wants Equipment Excluded from Sale

TACTICAL INTERMEDIATE: Creditors' Panel Rips First DIP Amendment
TESORO LOGISTICS: S&P Raises CCR to 'BB'; Outlook Stable
THINSPACE TECHNOLOGY: Operating Loss at $1.75MM in 1H of 2014
TOWER AUTOMOTIVE: Moody's Rates New $250MM Unsecured Notes 'B2'
TOWER AUTOMOTIVE: S&P Assigns 'B' Rating on $250MM Sr. Notes

TREEHOUSE FOODS: Moody's Confirms 'B2' Corporate Family Rating
TRUMP ENTERTAINMENT: Cash Collateral Sole Source of Funding
TRUMP ENTERTAINMENT: Proposes Prime Clerk as Claims Agent
TRUMP ENTERTAINMENT: To Limit Trading to Protect NOLs
TRUMP ENTERTAINMENT: Lawyer Sees Possibility of a Shutdown

US COAL: Proposes to Pay Bonuses for 3 Key Accounting Managers
USA MORTGAGE: Couple Can't Count Investment Loss as Theft
VERMILLION INC: Matthew Strobeck Holds 5.7% Equity Stake
VIGGLE INC: Presented at Rodman & Renshaw Conference
W.R. GRACE: S&P Assigns 'BB+' Rating on $1BB Sr. Unsecured Notes

W.R. GRACE: Lukins & Annis to Get 10% Share of Scott's Fee Award
W.R. GRACE: Moody's Hikes Rating on $1.5BB 1st Lien Debt to Ba1
WAFERGEN BIO-SYSTEMS: Has $2.1-Mil. Net Loss in June 30 Quarter
WATERSTONE AT PANAMA: Seeks Final Decree & Final Accounting Report
WESTLAKE VILLAGE: Files for Chapter 11 in California

WINDSOR QUALITY: S&P Puts 'B+' Corp. Credit Rating on Watch Pos.
XZERES CORP: Appoints Michael Williams as Chief Financial Officer
YSC INC: Faces Opposition to Plan Confirmation
ZOGENIX INC: Presented at Morgan Stanley Conference

* 9th Circ: Ch.13 Debtor Can Recoup Atty. Fees From Stay Appeal
* St. Louis Is Seventh Circuit to Allow Chapter 13 Lien Stripping

* Lawmakers Seek to Smooth Banks' Path Through Bankruptcy
* Quiznos, Cold Stone Creamy Among Brands with High Default Rates
* U.S. Risk Council Discusses Oversight of Nonbank Firms

* BOOK REVIEW: Risk, Uncertainty and Profit


                             *********


ACOSTA INC: Moody's Rates $800MM Unsecured Notes Caa1
-----------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Acosta, Inc.'s
(New) $800 million senior unsecured debt issuance, which is being
raised as the second part of a two-part financing for The Carlyle
Group's $4.75 billion purchase of Acosta. All other ratings,
including the negative outlook, are unchanged.

Upon the acquisition's closing, which is expected late this
quarter, Moody's will withdraw existing ratings at Acosta, Inc.,
since all rated debt at this entity will be repaid.

Assignments:

Issuer: Acosta, Inc. (New)

  Senior Unsecured Regular Bond/Debenture (Local Currency),
  Assigned Caa1, LGD5

Ratings Rationale

The senior unsecured notes are rated Caa1, LGD5, two notches below
the CFR, because of a preponderance of secured debt (B1, LGD3) at
the same borrower entity. A holding company above the borrower and
domestic subsidiaries below guarantee the senior secured credit
facilities, while direct, wholly-owned domestic subsidiaries
guarantee the bonds only.

Nearly $3.0 billion of bank loan and bond proceeds, supplemented
by $1.84 billion of cash equity contributed by The Carlyle Group,
are being used to effect Carlyle's acquisition of Acosta. The B2
Corporate Family Rating reflects Acosta's very high pro-forma
opening leverage of well above 8.0 times (including Moody's
standard adjustments, including the capitalization of operating
leases) as a result of the purchase of the sales and marketing
agency ("SMA") by another private equity owner. While Moody's
recognize that the company has shown the ability to delever when
in the hands of past owners, this deal's incremental leverage
could constrain Acosta's competitiveness. However, Moody's also
recognize that the company has grown steadily, both organically
and through acquisitions, over the past several years, including
through the most recent recession, positioning it as the largest
SMA in an industry characterized by a near-duopolistic structure,
significant barriers to entry, good customer retention, and
exceptionally steady demand for the underlying consumer packaged
goods, whose sales SMAs facilitate.

Moody's factors Acosta's operating margins and its high debt-to-
EBITDA financial leverage relative to its B2-rated peers in
Moody's CFR. Moody's expects that the company, primarily though
profit growth (as opposed to debt paydown), will reduce leverage
to under 8.0 times, or by a full turn, by the end of fiscal 2015.
The measure is comparable to that of Acosta's primary competitor,
Advantage Sales and Marketing, which is also weakly positioned in
the B2 category. Moody's believe financial leverage could threaten
Acosta's ability to take advantage of opportunistic acquisitions
or to devote resources to integrate the recently acquired Anderson
Daymon Worldwide ("ADW") operations. However, Moody's also
recognizes Acosta's good free cash flow generation capability --
Moody's expect at least $100 million, annually, in upcoming years
-- and its dominance as the country's largest SMA, a position
which bolsters the business's inherent customer stickiness.

Moody's expects that Acosta, as demonstrated by prior acquisition
successes with experiential-marketing company Mosaic and the
approximately two dozen foodservice acquisitions it has made over
the past few years, can, with ADW's contribution as well, raise
its EBITDA margins by about two hundred basis points.

Rating Outlook

The negative outlook indicates that Acosta, post the Carlyle
acquisition, faces elevated risks, given the strictures posed by
higher leverage as the company executes expansion plans and
integrates acquisitions. Moody's continues to expect that Acosta
will grow revenues in the mid- to high-single-digit percentages,
and that its EBITDA margin, boosted by the purchase of ADW, whose
margins are considerably stronger than Acosta's, will steadily
improve, approximately to levels realized before the Mosaic and
foodservice acquisitions. The ADW acquisition, moreover, should
bolster Acosta's top line, as ADW's sales growth, which typically
mimics Costco's, outpaces Acosta's legacy operations' growth.
There is, nevertheless, little room within the current rating to
accommodate an even modest level of underperformance relative to
Moody's expectations.

What Could Change the Rating -- UP

The ratings could be upgraded if Acosta can boost its EBITDA
margin closer to historical levels on a sustained basis, and use
free cash to prepay debt obligations such that debt-to-EBITDA can
be brought down and be sustained at about 5.0 times. An upgrade
would also require a demonstrated commitment to conservative
financial policies with regard to dividends and acquisitions.

What Could Change the Rating -- DOWN

Moody's could downgrade the ratings if Acosta fails to delever as
anticipated over the next twelve to 18 months, if liquidity
deteriorates, or if the company stumbles in its integration of
ADW. Lower-than-anticipated margin improvements, or revenues
failing to grow at historical averages, could also pressure the
rating down. A sustained debt-to-EBITDA measure at or above 7.5
times would put downward pressure on the ratings.

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.


ACQUIRED SALES: Has $63,000 Net Loss in Second Quarter
------------------------------------------------------
Acquired Sales Corp. filed its quarterly report on Form 10-Q,
disclosing a net loss of $63,912 for the three months ended June
30, 2014, compared with net income of $1.05 million for the same
period last year.

The Company's balance sheet at June 30, 2014, showed $1.28 million
in total assets, $25,886 in total liabilities and total
stockholders' equity of $1.25 million.

The Company has a history of recurring losses, which has resulted
in an accumulated deficit of $7.16 million as of June 30, 2014.
During the six months ended June 30, 2014, the Company recognized
a loss of $131,316 from continuing operations.  The Company used
$126,316 of cash in its operating activities from continuing
operations.  The sale of Cogility and DSTG eliminated the
Company's source of revenue.  As a result, there can be no
assurance that the Company will not need additional financing and
that the Company will be profitable in the future.  As a result,
there is substantial doubt that the Company will be able to
continue as a going concern, according to the regulatory filing.

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

                       http://is.gd/wdIZy3

Lake Forest, Illinois-based Acquired Sales Corp. through its
wholly owned subsidiary, Cogility Software Corporation, has
developed software technology that is solving problems facing the
U.S. defense and intelligence communities and many corporations.
The software technology allows customers to quickly access and
analyze data generated by disparate sources and stored in many
different databases.


ADELPHIA COMMUNICATIONS: Insurance Row With Quanta Goes to Trial
----------------------------------------------------------------
A federal district court will hold trial on the insurance coverage
dispute between Adelphia Communications Corporation and Quanta
Specialty Lines Insurance Company.

Chief District Judge Marcia S. Krieger granted, in part, and
denied, in part, the parties' motion for judgment in the case.

The parties seek determination of scope of coverage under the
terms of a "claims made" insurance policy. No dispositive motions
were filed, and on December 11, 2013, the Court held a Final
Pretrial Conference. Based on the proposed Final Pretrial Order
and colloquy with the parties, it appeared that no material facts
were in dispute and that only legal issues required determination.
At the Court's invitation, the parties filed the Joint Motion for
Judgment.

In her ruling, Judge Krieger held that a timely claim was made
against Adelphia during the policy period and that Adelphia timely
reported the claim to Quanta during the extended reporting period.
To the extent that the parties have unresolved factual issues that
require a trial, they parties are directed to begin the
Preparation of a Proposed Pretrial Order, that will govern the
trial of any remaining issues in this case and shall jointly
contact chambers to schedule a continued Pretrial Conference.

A copy of the Court's September 5, 2014 Order is available at
http://is.gd/NV8RNvfrom Leagle.com.

The case is, ADELPHIA COMMUNICATIONS CORPORATION, Plaintiff, v.
QUANTA SPECIALTY LINES INSURANCE COMPANY, Defendant, CIVIL ACTION
NO. 12-CV-02570-MSK-CBS (D. Colo.).

Adelphia Communications Corporation is represented by Stephen D.
Bell, Esq., at Dorsey & Whitney, LLP, Thomas Allen Vickers, Esq.,
at Vanek Vickers & Masini, P.C., and Kerry Jean LeMonte, Esq., at
Brownstein Hyatt Farber Schreck, LLP.

Quanta Specialty Lines Insurance Company is represented by
Kathleen M. Kulasza, Esq., and Susan G. Pray, Esq., at Dewhirst &
Dolven, LLC.

                 About Adelphia Communications

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation was once the fifth-biggest cable company.  Adelphia
served customers in 30 states and Puerto Rico, and offered analog
and digital video services, Internet access and other advanced
services over its broadband networks.

Adelphia collapsed in 2002 after disclosing that founder John
Rigas and his family owed $2.3 billion in off-balance-sheet debt
on bank loans taken jointly with the company.  Mr. Rigas was
sentenced to 12 years in prison, while son Timothy 15 years.

Adelphia Communications and its more than 200 affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 02-41729) on
June 25, 2002.  Willkie Farr & Gallagher represented the Debtors
in their restructuring effort.  PricewaterhouseCoopers served as
the Debtors' financial advisor.  Kasowitz, Benson, Torres &
Friedman LLP and Klee, Tuchin, Bogdanoff & Stern LLP represented
the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas-Managed Entities, were
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642) on March 31,
2006.  Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007.  That plan became effective on
Feb. 13, 2007.

The Adelphia Recovery Trust, a Delaware Statutory Trust, was
formed pursuant to the Plan.  The Trust holds certain litigation
claims transferred pursuant to the Plan against various third
parties and exists to prosecute the causes of action transferred
to it for the benefit of holders of Trust interests.  Lawyers at
Kasowitz, Benson, Torres & Friedman, LLP (NYC), represent the
Adelphia Recovery Trust.


ALLDIGITAL HOLDINGS: Posts $928K Net Loss for June 30 Quarter
-------------------------------------------------------------
AllDigital Holdings Inc. filed its quarterly report on Form 10-Q,
disclosing a net loss of $928,517 on $654,213 of net sales for the
three months ended June 30, 2014, compared to a net loss of
$122,121 on $1.03 million of net sales for the same period in
2013.

The Company's balance sheet at June 30, 2014, showed
$1.02 million in total assets, $796,958 in total liabilities, and
stockholders' equity of $226,186.

The Company has to date incurred recurring losses and has
accumulated losses aggregating approximately $3.4 million as of
June 30, 2014.  The Company's business strategy includes
attempting to increase its revenue through investing further in
its product development and sales and marketing efforts, and
expanding into certain international markets.  The Company intends
to finance this portion of its business strategy by using its
current working capital resources and cash flows from operations.

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

                       http://is.gd/g3N0t8

AllDigital Holdings, Inc., provides digital broadcasting solutions
to develop, operate, and support complex digital service and
digital broadcasting workflow implementations across various
devices.  It offers AllDigital Cloud, a unified digital
broadcasting and cloud services platform for ingesting, storing,
preparing, securing, managing, monetizing, converting, and
distributing digital media and other forms of data across various
devices.  The company also provides mobile, desktop, and connected
television advanced app frameworks; integration services; and
technical support and app maintenance services.  AllDigital
Holdings, Inc. primarily serves media and entertainment companies;
enterprises; educational institutions; interactive gaming
companies; government/non-profit organizations; faith-based
organizations; and hardware manufacturers and software providers.
The company was founded in 2009 and is headquartered in Irvine,
California.


ALLY FINANCIAL: Presented at Barclays Global Conference
-------------------------------------------------------
Members of management of Ally Financial Inc. presented at the
Barclays Global Financial Services Conference on Sept. 9, 2014.

The management discussed the Company's priorities including, among
other things, executing a three-point plan to deliver shareholder
return of 9 - 11% Core ROTCE by year-end 2015.  The Company also
plans to explore long-term expansion opportunities to address
additional legacy high-cost unsecured debt, further capital
optimization and future business expansion.

A copy of the presentation is available for free at:

                        http://is.gd/PMzNBD

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake.  Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.

As of March 31, 2014, the Company had $148.45 billion in total
assets, $133.99 billion in total liabilities and $14.45 billion in
total equity.

                           *     *     *

As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings
Services said it raised its issuer credit rating on Ally Financial
Inc. to 'BB' from 'B+'.  "The upgrade reflects the company's
release from potential legal and financial liabilities stemming
from its ownership of ResCap," said Standard & Poor's credit
analyst Tom Connell.

In the April 3, 2014, edition of the TCR, Fitch Ratings has
upgraded Ally Financial Inc.'s long-term Issuer Default Rating
(IDR) and senior unsecured debt rating to 'BB+' from 'BB'.
The rating upgrade reflects increased clarity around Ally's
ownership structure given Ally's recent announcement that it has
launched an initial public offering those shares of its common
stock held by the U.S. Treasury (the Treasury).

As reported by the TCR on July 16, 2014, Moody's Investors Service
affirmed the Ba3 corporate family and B1 senior unsecured ratings
of Ally Financial, Inc. and revised the outlook for the ratings to
positive from stable.  Moody's affirmed Ally's ratings and revised
its rating outlook to positive based on the company's progress
toward sustained improvements in profitability and repayment of
government assistance received during the financial crisis.


AMERICAN INT'L GROUP: Chief Moves Up Exit After Cancer Prognosis
----------------------------------------------------------------
Kevin DuganAugust, writing for New York Post, reported that
American International Group chief executive Robert Benmosche is
stepping down after learning he has less than a year to live.
According to the report, Benmosche, 70, who was diagnosed with
cancer in 2010, said he was given nine to 12 months to live in
May.  The company announced in June that Peter Hancock would
succeed Benmosche as president and CEO, the report related.

                           About AIG

With corporate headquarters in New York, American International
Group, Inc., is an international insurance company, serving
customers in more than 130 countries.  AIG companies serve
commercial, institutional and individual customers through
property-casualty networks of any insurer. In addition, AIG
companies are providers of life insurance and retirement services.

At the height of the 2008 financial crisis, AIG experienced a
liquidity crunch when its credit ratings were downgraded below
"AA" levels by Standard & Poor's, Moody's Investors Service and
Fitch Ratings.  AIG almost collapsed under the weight of bad bets
it made insuring mortgage-backed securities.  The Company,
however, was bailed out by the Federal Reserve, but even after an
initial infusion of $85 billion, losses continued to grow.  The
later rescue packages brought the total to $182 billion, making it
the biggest federal bailout in U.S. history.  AIG sold off a
number of its businesses and other assets to pay down loans
received from the U.S. government.


AMERICAN INT'L HOLDINGS: Reports $34K Net Loss in June 30 Qtr.
--------------------------------------------------------------
American International Holdings Corp. filed its quarterly report
on Form 10-Q, disclosing a net loss from operations of $34,254 on
$nil of revenue for the three months ended June 30, 2014, compared
with a net loss of $36,166 on $nil of revenue for the same period
in 2013.

The Company's balance sheet at June 30, 2014, showed
$2.29 million in total assets, $18,785 million in total
liabilities, and stockholders' equity of $2.28 million.

The Company has no operations, a net loss of $59,644 for the six
months ended June 30, 2014, an accumulated deficit of $2 million,
and has no sources of revenue and expects to incur further losses
in the future, thus raising 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/7DgPe3

American International Holdings Corp. engages in seeking a
business combination with an operating company through acquiring
its assets, properties, and other means.  The company was founded
on February 3, 2010 and is headquartered in Kemah, Texas.


AMERICAN OPTICAL: Tiger Group to Conduct Online Auction for Assets
------------------------------------------------------------------
Fashion-conscious men and women seeking the ultimate in eyewear
will have a once-in-lifetime opportunity to get their bling on
when Tiger Group's Remarketing Services Division conducts an
online auction of more than 1,600 pairs of one-of-a kind exotic
eyewear and other designer frames valued in excess of $1 million.

Carrying retail price tags of up to $30,000, the high-end specs
were showcased at two luxury boutiques in the Bellagio casino-
hotel: Bellissimo and MesmerEyes.  Both shops were operated by
Vegas-based eyewear specialists American Optical Services LLC,
which filed for bankruptcy this year.

The select exotic sunglasses, typically worn by sports and
entertainment stars and the uber-wealthy, will be offered for sale
to the public and the eyewear trade on a unit-by-unit basis.  The
inventory includes such brands as Maybach, Bentley (Estede), IVKO
USA, Chrome Hearts, Sama, and Cartier.  Features include frames
constructed of sterling silver and gold, and accented by diamonds,
precious stones and buffalo horn temples.

Other designer brands on the block include Maui Jim, Oakley,
Safilo, Oliver Peoples, Etnia Barcelona, Ottica Veneta, Dita
Eyewear, Enteyesments, Marcolin, Luxottica, Palm Optical, Logo of
the Americas, and De Rigo Vision.  All will be sold in lots.

"This event is an unprecedented opportunity to purchase
distinctive eyewear at considerable discounts and, more
importantly, obtain unique, one-of-a-kind sunglasses typically
relegated to exclusive venues only," said Jeff Tanenbaum,
president of Tiger Remarketing Services.

Also available will be optical and audiology equipment, as well as
networking and other computer equipment, and office furnishings.

Online bidding opens September 18 at www.SoldTiger.com and will
close in rapid succession, live auction style, on September 24
beginning at 10:30 a.m. (PT).  Previews of the various assets
being offered will be held September 19 at 8076 West Sahara Ave.
in Las Vegas.

For a full catalog of the items offered and details on how to bid,
go to: www.SoldTiger.com

American Optical Services LLC and certain affiliates filed for
Chapter 11 bankruptcy on June 20, 2014 in the Delaware Bankruptcy
Court (case number 1:14-bk-11545).


AMERICAN SANDS: Incurs $887K Net Loss for Q2 Ended June 30
----------------------------------------------------------
American Sands Energy Corp. filed its quarterly report on Form 10-
Q, disclosing a net loss of $887,774 on $nil of revenues for the
three months ended June 30, 2014, compared with a net loss of
$483,077 on $nil of net revenue for the same period in 2013.

The Company's balance sheet at June 30, 2014, showed
$2.33 million in total assets, $680,171 in total liabilities and
stockholders' equity of $1.65 million.

The Company has incurred substantial losses from operations and
has negative cash flows from operating activities, which 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/XPEHPw

American Sands Energy Corp. operates as a development stage
company with interest in clean extraction of bitumen from oil
sands.  It has under lease oil sand deposits in Utah containing
millions of barrels of recoverable bitumen resource.  The company
has also licensed and refined a proprietary extraction process
that separates hydrocarbons from sand, dirt and other substances
to produce a liquid fuel stock suitable for refining.  American
Sands Energy was founded by William C. Gibbs on April 7, 1983 and
is headquartered in Salt Lake City, Utah.


ARMORWORKS ENTERPRISES: Says Full-Payment Plan Still Possible
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, and
Sherri Toub, a Bloomberg News writer, reported that ArmorWorks
Enterprises LLC said its Chapter 11 plan can't be implemented even
though a bankruptcy judge already said she should sign an order
confirming the plan because the producer of military body and
vehicle armor cancelled its deal for Diversis Capital LLC to take
control by paying $3 million.  ArmorWorks, however, said it's
still possible to formulate a Chapter 11 plan with full payment
for creditors, because favorable developments in the business may
lead to "alternate funding sources," the report related.

                   About ArmorWorks Enterprises

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

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

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

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

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

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


ARKANOVA ENERGY: Pierre Mulacek Holds 13% Equity Stake
------------------------------------------------------
Pierre Mulacek disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that he beneficially owned
7,137,500 shares of common stock of Arkanova Energy Corp., or
13.17%  based on 54,182,267 shares of common stock issued and
outstanding as of Sept. 4, 2014.

Prior to December 2012, Mr. Mulacek held an aggregate total of
587,500 shares of common stock.

In December 2012, he purchased an aggregate total of 4,000,000
shares of common stock at a price of $0.10 per share for aggregate
gross proceeds of $400,000, paid from his personal funds.  Since
2012, Mr. Mulacek has purchased 1,000,000 shares of common stock
on Aug. 29, 2014,

A copy of the Schedule 13D is available for free at:

                        http://is.gd/XcOiAi

                          About Arkanova

Austin, Tex.-based Arkanova Energy Corporation is a junior
producing oil and gas company and is also engaged in the
acquisition, exploration and development of prospective oil and
gas properties.  It holds mineral leases in Delores County, Lone
Mesa State Park, Colorado and leasehold interests located in
Pondera and Glacier Counties, Montana.

In their report on the consolidated financial statements for the
fiscal year ended Sept. 30, 2013, MaloneBailey LLP expressed
substantial doubt about its ability to continue as a going
concern, citing that the Company has incurred cumulative losses
since inception and has negative working capital.

The Company's balance sheet at June 30, 2014, showed $3.29 million
in total assets, $14.35 million in total liabilities and a $11.06
million total stockholders' deficit.


ARRAY BIOPHARMA: Posts $85.3-Mil. Net Loss For FY Ended June 30
---------------------------------------------------------------
Array BioPharma Inc. filed with the U.S. Securities and Exchange
Commission on Aug. 15, 2014, its annual report on Form 10-K for
the fiscal year ended June 30, 2014.

The report stated that if the Company is unable to generate enough
revenue from its existing or new collaboration and license
agreements when needed or secure additional sources of funding, it
may be necessary to significantly reduce its current rate of
spending through further reductions in staff and delaying, scaling
back or stopping certain research and development programs,
including more costly Phase 2 and Phase 3 clinical trials on the
Company's wholly-owned or co-development programs as these
programs progress into later stage development.  Insufficient
liquidity may also require the Company to relinquish greater
rights to product candidates at an earlier stage of development or
on less favorable terms to the Company and its stockholders than
it would otherwise choose in order to obtain up-front license fees
needed to fund operations.  These events could prevent the Company
from successfully executing its operating plan and, in the future,
could raise substantial doubt about its ability to continue as a
going concern.

The Company reported a net loss of $85.26 million on
$42.08 million of total revenue for the fiscal year ended June 30,
2014, compared with a net loss of $61.94 million on $69.58 million
of total revenue in 2013.

The Company's balance sheet at June 30, 2014, showed $139.05
million in total assets, $164.77 million in total liabilities, and
total stockholders' deficit of $25.72 million.

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

                       http://is.gd/5iN9Sg

                      About Array Biopharma

Boulder, Colo.-based Array BioPharma Inc. is a biopharmaceutical
company focused on the discovery, development and
commercialization of targeted small-molecule drugs to treat
patients afflicted with cancer and inflammatory diseases.  Array
has four core proprietary clinical programs: ARRY-614 for
myelodysplastic syndromes, ARRY-520 for multiple myeloma, ARRY-797
for pain and ARRY-502 for asthma.  In addition, Array has 10
partner-funded clinical programs including two MEK inhibitors in
Phase 2: selumetinib with AstraZeneca and MEK162 with Novartis.

Array BioPharma reported a net loss of $23.58 million for the year
ended June 30, 2012, a net loss of $56.32 million for the year
ended June 30, 2011, and a net loss of $77.63 million for
the year ended June 30, 2010.


ASHTEAD GROUP: Moody's Affirms 'Ba2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 corporate family
rating (CFR) and Ba2-PD probability of default rating (PDR) of
Ashtead Group plc (Ashtead, or, the company). Moody's also
upgraded to Ba3 from B1 the rating on the USD900 million 6.5%
second priority senior secured notes due 2022 issued by Ashtead
Capital, Inc.

Concurrently, Moody's has assigned a (P)Ba3 rating to the new
USD400 million second priority senior secured notes due 2024
issued by Ashtead Capital, Inc. The proceeds of the issuance will
be used to reduce drawings under the USD2 billion Asset-based
facility (ABL).

The outlook on all ratings remains stable.

Moody's issues provisional ratings in advance of the final sale of
securities. Upon a conclusive review of the final documentation,
Moody's will endeavour to assign a definitive ratings to the new
second priority senior secured notes due 2024. A definitive rating
may differ from a provisional rating.

Rating Rationale

The strong performance of Ashtead, driven by a larger fleet,
higher utilisation levels and improving yields as key markets
continue to recover has resulted in Moody's adjusted leverage
decreasing to 1.9x at financial year ended 30 April 2014, down
from 2.5x at year end 2012. Over the same period Moody's adjusted
EBIT to interest has increased to 6.9x from 3.0x.

While maintaining a steady deleveraging profile the company has
invested heavily to renew and expand its rental fleet in the US
and retain a stable fleet profile in the UK. In the short term
Moody's expects that this will result in negative free cash flow
generation however it leaves Ashtead well positioned to take
advantage of improving markets in both the US and the UK due to
the low average age of its fleet. Moody's positively notes that
the average age of the group's serialised rental equipment, which
constitutes the substantial majority of its fleet, at 31 July
2014, weighted on a net book value was approximately 26 months,
which compares to 29 months at 31 October 2013 and is relatively
low when compared both to this point in the cycle as well as the
group's main competitors.

The bulk of Ashtead's positive growth is coming from its Sunbelt
business in the US, which generates in excess of 80% of total
sales with the remainder generated by the A-Plant business in the
UK. The company continues to heavily invest in its fleet, both in
terms of replacement capex and growth capex, in order to support
organic growth. To support the growth that Ashtead is experiencing
FY2015 gross capex guidance has been increased to GBP825 million -
GBP875 million, up from GBP741 million in FY 2014. In addition,
the company remains active on the M&A front, making small bolt-on
additions to support current markets, or as alternatives to
establishing greenfield sites. Year-to-date acquisitions total
USD90 million.

Moody's expects free cash flow generation will remain constrained
over the next 12-18 months as the company continues to invest in
its fleet, opening new sites and continuing to make small
acquisitions and that the cash balance will remain low in line
with historical levels. Based on management forecasts, Moody's
expects cashflow from operations will be negative for FY 2015 at
around GBP-100 million, before turning positive in FY 2016 and FY
2017. However, liquidity remains acceptable at this stage in the
investment cycle as the company has approximately USD700 million
of availability outstanding under its ABL facility before applying
the proceeds from the USD400 million new senior secured notes,
which is sufficient capacity to cover the company's planned FY2015
investment schedule and remain above the USD200 million covenant-
free level.

The new Notes share a similar security package to the existing
notes, will be fully and unconditionally guaranteed on a senior
basis by Ashtead Group plc and substantially all of the direct and
indirect subsidiaries that guarantee the ABL facility. In addition
the Notes will be secured on a second priority basis by
substantially all of the collateral securing the first priority
ABL facility. The collateral supporting the Notes and the ABL
facility includes liens over substantially all of the tangible and
intangible property of the borrowers and the guarantors.

The upgrade of the rating of the second priority senior secured
notes due 2022 to Ba3 from B1 reflects the anticipated reduction
in the amount of drawn ABL and increase in second priority senior
secured debt following the issuance of the new USD400 million
Notes.

Rationale for the Stable Outlook

The stable outlook reflects Moody's expectation that Ashtead's US
operations will maintain steady growth, supported by continued
market share gains and increasing rental penetration combined with
an improving environment for its UK operations. The outlook also
assumes that the company will maintain a relatively conservative
financial policy with no major debt-funded acquisitions or fleet
overspend leading to lower utilisation rates.

What Could Change The Rating -- Up/Down

The ratings could be upgraded if the company's free cash flow
turns positive and Moody's adjusted debt/EBITDA is maintained
sustainably below 2.0x. Positive traction could be limited by
future return of cash to shareholders via dividends depending on
the impact on leverage.

Although not currently expected, a downturn in its US operations
leading to a decline in fleet utilisation and yields could create
negative rating pressure. Additionally, Moody's adjusted leverage
increasing above 2.5x on a sustained basis could also lead to
negative pressure on the rating.

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

Ashtead is a UK-listed equipment rental company, with operations
in the US and UK. Total revenue and Moody's adjusted EBITDA as at
30 April 2014 were GBP1,635 million and GBP723 million
respectively.


ASSOCIATED WHOLESALERS: Proposes C&S-Led Auction on Oct. 24
-----------------------------------------------------------
Associated Wholesalers, Inc., and its debtor-affiliates will seek
approval at a hearing on Sept. 23, 2014, at 9:00 a.m. (ET) of
proposed procedures to sell substantially all assets to C&S
Wholesale Grocers, Inc., absent higher and better offers.

The Debtors propose an expedited sale process to preserve the
going-concern value of their assets.  The Debtors propose to
conduct an auction based on this timeline:

   -- Initial bids, which must include a good faith cash deposit
of $15 million, are due Oct. 22, 2014;

   -- If qualified bids are received, the Debtors will conduct an
auction at Centre Square West, 1500 Market Street, 38th Floor,
Philadelphia, Pennsylvania 19102 on Oct. 24, 2014 at 10:00 a.m.

   -- Objections to the sale will be due Oct. 21, 2014;

   -- The Debtors request that the Court schedule the sale hearing
on Oct. 28, 2014.

The prepetition first lien lenders are entitled to credit bid.

If C&S is not the successful bidder, the Debtors propose to pay
C&S a break-up fee of $5,103,600 and expense reimbursement of up
to $1.5 million.  The bid protections are in recognition of C&S's
substantial expenditure of time, energy and resources, and the
benefits to the Debtors' estates of securing a "stalking horse" or
guaranteed minimum bid.

Objections to the proposed sale procedures are due Sept. 22, 2014,
at 12:00 p.m.

                   Purchase Agreement with C&S

After a wholesome marketing of the assets prepetition, the Debtors
selected C&S as stalking-horse bidder.  The parties have agreed
that unless outbid at the auction, C&S will purchase the assets on
these terms:

   -- PURCHASE PRICE.  The purchase price consists of:

        (i) the lesser of:

             * the amount of the bank debt, and

             * $152,110,000, plus

       (ii) the lesser of

             * an amount equal to amounts owed to LMM as of the
               Closing Date, and

      (iii) the lesser of

            * $8,610,000 and

            * an amount equal to 105% of the amount of certain
              outstanding letters of credit as of the Closing
              Date, plus

       (iv) the lesser of

            * the amount of wages accrued for the benefit of all
              of the Debtors' employees for the Stub Wage Period,
              and

            * $2.5 million, plus

        (v) a "credit bid" of the Purchaser's $18 million
            participation in the DIP credit facility, plus

       (vi) $5 million, minus

      (vii) any Unreinvested Insurance Recovery.

   -- RIGHT TO CREDIT BID.  The purchase price includes a "credit
      bid" of the Purchaser's $18 million participation in the DIP
      Credit Facility.

   -- COMPETITIVE BIDDING.  The Agreement contemplates an auction
      to be conducted.

   -- AVOIDANCE ACTIONS.  Except for those causes of action listed
      on Schedule 2.1(o) of the Agreement, the acquired assets
      include all rights, demands and claims under Chapter 5 of
      the Bankruptcy Code.

   -- USE OF PROCEEDS.  The sale proceeds are proposed to be used
      in this order of priority:

      * First, to the Debtors, to be used to pay any accrued and
        unpaid wages for the Stub Wage Period in an amount not to
        exceed $2.5 million.

      * Second, to the Debtors, to be used to pay any fees and
        expenses that may be allowed to Lazard Middle Market LLC
        in an amount not to exceed $1.9 million;

      * Third, for the full payment of the Prepetition First Lien
        Debt and the full payment of the DIP obligations; and

      * Fourth, to the extent that additional funds remain from
        the proceeds of the sale, the funds will be available for
        the Debtors' estates.

   -- MILESTONES.  The agreement includes these requirements:

      * The bidding procedures must be approved within 24 days
        after the Petition Date;

      * An auction must be concluded on or prior to 55 days from
        the Petition Date;

      * The sale order must be entered on or prior to 62 days from
        the Petition Date; and

      * Closing must occur within 100 days from the entry of the
        Agreement.

                         First-Day Motions

Aside from the sale motion, the Debtors on the Petition Date filed
motions to:

   -- jointly administer their Chapter 11 cases;

   -- extend the deadline to file their schedules of assets and
liabilities and statement of financial affairs by 45 days to
October 24, 2014;

   -- pay prepetition sales and use taxes;

   -- continue using their existing cash management system;

   -- pay prepetition wages and benefits of approximately 2,236
employees;

   -- maintain, cancel or replace their existing insurance
programs;

   -- pay the prepetition claims of shippers and warehousemen;

   -- establish procedures for assertion of claims arising under
11 U.S.C. Sec. 503(b)(9);

   -- pay claims asserted under the Perishable Agricultural
Commodities Act;

   -- maintain their customer-related programs; and

   -- access DIP financing and use cash collateral.

                   About Associated Wholesalers

Founded in 1962 and headquartered in Robesonia, Pennsylvania,
Associated Wholesalers Inc. services 800 supermarkets, specialty
stores, convenience stores and superettes with grocery, meat,
produce, dairy, frozen foods and general merchandise/health and
beauty care products.  AWI, which owns distribution facilities in
Robesonia, Pennsylvania, and York, Pennsylvania, serves the mid-
Atlantic United States.  AWI is owned by its 500 retail members,
who in turn operate supermarkets.  AWI has 1,459 employees.

White Rose Inc. is a food wholesaler and distributor serving the
greater New York metropolitan area.  The company traces its
origins to 1886, when brothers Joseph and Sigel Seeman founded
Seeman Brothers & Doremus to provide grocery deliveries throughout
New York City.  White Rose carries out its operations through
three leased warehouse and distribution centers, two of which are
located in Carteret, New Jersey, and one in Woodbridge, New
Jersey.  White Rose has 777 employees.

Associated Wholesalers and its affiliates on Sept. 9, 2014, sought
Chapter 11 protection to sell their assets under 11 U.S.C. Sec.
363 to C&S Wholesale Grocers, absent higher and better offers.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes, seeking to maintain all pleadings
on the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No.
14-12092.

As of the Petition Date, the Debtors owe the Bank Group
(consisting of lenders, Bank of America, N.A., Bank of American
Securities LLC as sole lead arranger and joint book runner, Wells
Fargo Capital Finance, LLC as joint book runner and syndication
agent, and RBS Capita, as documentation agent) an aggregate
principal amount of not less than $131,857,966 (inclusive of
outstanding letters of credit), plus accrued interest.

Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal
advisors to the Debtors, Lazard Middle Market is serving as
financial advisor, and Carl Marks Advisors is serving as
restructuring advisor to AWI.  Douglas A. Booth has been tapped as
chief restructuring officer.  Epiq Systems serves as the claims
agent.


ASSOCIATED WHOLESALERS: Proposes DIP Financing From Banks, C&S
--------------------------------------------------------------
Associated Wholesalers, Inc., and its affiliated debtors are
seeking interim and final orders authorizing their entry into a
debtor-in-possession credit agreement with financial institutions,
including C&S Wholesale Grocers, Inc., and Bank of America, N.A.,
in its capacity as "issuing bank."

The Debtors need DIP financing to avoid a "free fall" bankruptcy.
The Debtors are seeking to conduct an efficient auction process to
sell substantially all of their assets.

The Bank Group indicated that it was only willing to provide
postpetition financing up to a certain amount.  This threshold
became problematic for C&S, however, which premised its
willingness to serve as stalking horse bidder on the Debtors
continuing to meet certain agreed-upon working capital
projections, retaining customers and otherwise maintaining value
of the businesses until closing of the sale.

Upon determining that the financing offered by the Bank Group may
not be sufficient to enable the Debtors to alleviate C&S's
concerns, C&S agreed to provide secured funding to the Debtors
that is junior in priority to the "Bank Lenders".

C&S is a "first-in-last-out" participant in the DIP Credit
Facility.  The anticipated amount of its advances to the Debtors
under the facility is $18.0 million.

The Debtors will obtain postpetition financing form two sources ?
the Bank Lenders and C&S ?- subject to the terms and conditions
set forth in the Senior Secured, Super-Priority Debtor-in-
Possession Credit Agreement between AWI, White Rose Inc., Nell's
Inc., and Associated Logistics Inc., as borrowers, the financial
institutions that are parties to the agreement, including C&S, and
Bank of America, as issuing bank and agent.

The salient terms of the DIP facility are:

   -- The DIP facility generally consists of:

         * From the Bank Lenders, secured revolving loans, with a
maximum available amount of (a) $152,110,000 plus (b) the amount
of the letter of credit obligations outstanding as of the Petition
Date; and

         * From C&S a secured revolving loan of up to $18 million.

   -- The maturity date is Dec. 1, 2014

   -- At any time an event of default exists, the obligations will
bear interest at a rate of 2% plus the interest otherwise
applicable thereto.

   -- Fees include an unused line fee on the daily amount of the
"unused line" at a rate equal to 0.375% per annum, a letter of
credit fee, and a closing fee of $500,000.

   -- The proposed final order approving the DIP financing will
include a roll-up.  The Debtors as of the Petition Date owe
$126,058,000 in principal on account of revolving loans.  The
outstanding amount will be deemed funded under the revolving
credit commitment under the DIP facility upon entry of the final
order.

   -- The DIP Agreement contains milestones, including a
requirement to conduct an auction within 55 days after the
Petition Date.

The Debtors also seek approval to use cash collateral.  The
Debtors propose to grant the prepetition first lien lenders
adequate protection in the form of replacement security interests,
an allowed superpriority administrative expense claim, and the
repayment of the principal amount of the prepetition first lien
debt.

                   About Associated Wholesalers

Founded in 1962 and headquartered in Robesonia, Pennsylvania,
Associated Wholesalers Inc. services 800 supermarkets, specialty
stores, convenience stores and superettes with grocery, meat,
produce, dairy, frozen foods and general merchandise/health and
beauty care products.  AWI, which owns distribution facilities in
Robesonia, Pennsylvania, and York, Pennsylvania, serves the mid-
Atlantic United States.  AWI is owned by its 500 retail members,
who in turn operate supermarkets.  AWI has 1,459 employees.

White Rose Inc. is a food wholesaler and distributor serving the
greater New York metropolitan area.  The company traces its
origins to 1886, when brothers Joseph and Sigel Seeman founded
Seeman Brothers & Doremus to provide grocery deliveries throughout
New York City.  White Rose carries out its operations through
three leased warehouse and distribution centers, two of which are
located in Carteret, New Jersey, and one in Woodbridge, New
Jersey.  White Rose has 777 employees.

Associated Wholesalers and its affiliates on Sept. 9, 2014, sought
Chapter 11 protection to sell their assets under 11 U.S.C. Sec.
363 to C&S Wholesale Grocers, absent higher and better offers.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes, seeking to maintain all pleadings
on the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No.
14-12092.

As of the Petition Date, the Debtors owe the Bank Group
(consisting of lenders, Bank of America, N.A., Bank of American
Securities LLC as sole lead arranger and joint book runner, Wells
Fargo Capital Finance, LLC as joint book runner and syndication
agent, and RBS Capita, as documentation agent) an aggregate
principal amount of not less than $131,857,966 (inclusive of
outstanding letters of credit), plus accrued interest.  The
Debtors estimate trade debt of $72 million.

Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal
advisors to the Debtors, Lazard Middle Market is serving as
financial advisor, and Carl Marks Advisors is serving as
restructuring advisor to AWI.  Carl Marks' Douglas A. Booth has
been tapped as chief restructuring officer.  Epiq Systems, the
claims agent, maintains the Web site http://dm.epiq11.com/awi


ASSOCIATED WHOLESALERS: Taps Epiq as Claims Agent
-------------------------------------------------
Associated Wholesalers, Inc., and its affiliated debtors seek
approval from the bankruptcy court to employ Epiq Bankruptcy
Solutions, LLC, as claims and noticing agent, nunc pro tunc to
their Petition Date.

Although they have not yet filed their schedules of assets and
liabilities, the Debtors estimate that there will thousands of
entities to be noticed.  In view of the number of anticipated
claimants and the complexity of the Debtors' businesses, the
Debtors submit that the appointment of Epiq as claims and noticing
agent is both necessary and in the best interests of the Debtors'
estates and their creditors.

As claims agent, Epiq will charge the Debtor at rates comparable
to those charged by other providers of similar services:

   Position                                  Hourly Rate
   --------                                  -----------
Clerical                                     $30 to $45
Case Manager                                 $50 to $80
IT/ Programming                              $70 to $130
Senior Case Manager                          $85 to $130
Director of Case Management                 $145 to $195
Consultant/ Senior Consultant               $145 to $190
Director/ Vice President Consulting             $225
Executive Vice President                        $265

For its noticing services, Epiq will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For database
maintenance, the firm will charge $0.10 per record per month.  For
on-line claim filing services, the firm will charge $3 per
claim.  The firm will charge $65 per hour for its call center
operator as part of the call center services.

Prior to the Petition Date, the Debtors provided Epiq a retainer
in the amount of $25,000.

J. Helen Cook-Attig, director of consulting services for Epiq,
attests that Epiq and its employees are "disinterested persons" as
that term is defined in Sec. 101(14) of the Bankruptcy Code.

Epiq can be reached at:

         EPIQ SYSTEMS
         757 Third Avenue, Third Floor
         New York, NY 10017
         Attn: Lorenzo Mendizabal

                   About Associated Wholesalers

Founded in 1962 and headquartered in Robesonia, Pennsylvania,
Associated Wholesalers Inc. services 800 supermarkets, specialty
stores, convenience stores and superettes with grocery, meat,
produce, dairy, frozen foods and general merchandise/health and
beauty care products.  AWI, which owns distribution facilities in
Robesonia, Pennsylvania, and York, Pennsylvania, serves the mid-
Atlantic United States.  AWI is owned by its 500 retail members,
who in turn operate supermarkets.  AWI has 1,459 employees.

White Rose Inc. is a food wholesaler and distributor serving the
greater New York metropolitan area.  The company traces its
origins to 1886, when brothers Joseph and Sigel Seeman founded
Seeman Brothers & Doremus to provide grocery deliveries throughout
New York City.  White Rose carries out its operations through
three leased warehouse and distribution centers, two of which are
located in Carteret, New Jersey, and one in Woodbridge, New
Jersey.  White Rose has 777 employees.

Associated Wholesalers and its affiliates on Sept. 9, 2014, sought
Chapter 11 protection to sell their assets under 11 U.S.C. Sec.
363 to C&S Wholesale Grocers, absent higher and better offers.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes, seeking to maintain all pleadings
on the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No.
14-12092.

As of the Petition Date, the Debtors owe the Bank Group
(consisting of lenders, Bank of America, N.A., Bank of American
Securities LLC as sole lead arranger and joint book runner, Wells
Fargo Capital Finance, LLC as joint book runner and syndication
agent, and RBS Capita, as documentation agent) an aggregate
principal amount of not less than $131,857,966 (inclusive of
outstanding letters of credit), plus accrued interest.  The
Debtors estimate trade debt of $72 million.

Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal
advisors to the Debtors, Lazard Middle Market is serving as
financial advisor, and Carl Marks Advisors is serving as
restructuring advisor to AWI.  Carl Marks' Douglas A. Booth has
been tapped as chief restructuring officer.  Epiq Systems serves
as the claims agent.


ASPEN GROUP: Leon Cooperman Reports 9.9% Equity Stake
-----------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Leon G. Cooperman disclosed that as of Sept. 4, 2014,
he beneficially owned 11,241,435 shares of common stock of Aspen
Group, Inc., representing 9.99 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                     http://is.gd/Lgbe5I

                      About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88 percent of the Company's
degree-seeking students (as of June 30, 2012) were enrolled in
graduate degree programs (Master or Doctorate degree program).
Since 1993, the Company has been nationally accredited by the
Distance Education and Training Council, a national accrediting
agency recognized by the U.S. Department of Education.

Aspen Group incurred a net loss of $5.35 million for the year
ended April 30, 2014.  The Company also reported a net loss of
$1.40 million for the four months ended April 30, 2013.

The Company reported a net loss of $6 million in 2012 as compared
with a net loss of $2.13 million in 2011.

As of April 30, 2014, Aspen Group had $3.58 million in total
assets, $5.36 million in total liabilities and a $1.78 million
total stockholders' deficiency.


ATHERTON FINANCIAL: Files for Chapter 11 in Los Angeles
-------------------------------------------------------
Atherton Financial Building LLC sought Chapter 11 protection
(Bankr. C.D. Cal. Case No. 14-27223) in Los Angeles, on Sept. 9,
2014.

The resolution authorizing the bankruptcy filing said Atherton was
sent to Chapter 11 due to recent developments involving the
company.

The Company estimated $10 million to $50 million in assets and
debt.

According to the docket, the formal schedules of assets and
liabilities and statement of financial affairs are due Sept. 23,
2014.

The case is assigned to Judge Thomas B. Donovan.

The Debtor has tapped David B Golubchik, Esq., at Levene Neale
Bender Rankin & Brill LLP, in Los Angeles, as counsel.


AUXILIUM PHARMACEUTICALS: To Streamline Operations for Growth
-------------------------------------------------------------
Auxilium Pharmaceuticals, Inc., announced steps it is taking to
reduce its costs and more fully support the Company's goal to
drive earnings growth and build shareholder value.  These steps
are being launched after a comprehensive assessment of Auxilium's
broadened product portfolio and current cost structure and what
management believes to be Auxilium's growth assets, commercial
strengths, opportunities and challenges and the Company's
manufacturing needs and capabilities.  The restructuring is
designed to:

   * Reduce annual operating expenses by at least $75 million and
     align cost structure with the Company's current product
     portfolio

   * Stabilize cash flow and improve leverage ratio

   * Realign the commercial organization and strategically
     consolidate the current three sales forces into two sales
     forces, strengthening the Company's urologist franchise
     offering while maintaining the momentum for the XIAFLEX(R)
     for Peyronie's Disease and STENDRA(R) launches and supporting
     the growth potential of TESTOPEL(R) and edex(R)

   * Maintain the targeted commercial resources dedicated to
     continuing the stable growth momentum of XIAFLEX for
     Dupuytren's contracture

   * Focus R&D efforts on the efficient development of near-term
     value programs -- cellulite and Frozen Shoulder Syndrome

   * Improve manufacturing efficiency and enhance inventory
     management

"We believe the changes announced today support our corporate
growth strategy and enhance and accelerate our ability to achieve
our goal of building Auxilium into a leading, diversified North
American specialty biopharmaceutical company," said Adrian Adams,
chief executive officer and president of Auxilium Pharmaceuticals.
"Auxilium has faced significant challenges this year, in
particular a dramatic decline in the testosterone replacement
therapy market.  We are making difficult but necessary changes at
the operational level to strengthen our balance sheet, reinforce
our competitive position and, we believe, drive shareholder value.
We are confident that these steps will make us a leaner, more
efficient and more competitive company and, after our anticipated
merger with Canadian biotechnology company QLT, Inc., will provide
a stronger platform to accelerate our growth and transformation."

Auxilium has identified annual cost savings totaling greater than
$75 million, which includes reducing headcount by approximately 30
percent, the majority of which will be immediate, realigning the
commercial organization from three into two sales forces, focusing
its R&D efforts and expenditures and improving manufacturing
efficiency.  The Company anticipates substantial completion of the
restructuring by the end of 2014, with the full $75 million run-
rate achieved by mid-year 2015.  In 2014, Auxilium expects to
record certain charges totaling up to $20 million associated with
the restructuring, primarily resulting from severance and
contract-related expenses.

"Finally, we would like to thank all affected and unaffected
Auxilium employees for their efforts, dedication and commitment to
the Company's growth and success.  Each of our departing employees
has played an important role in Auxilium's successes and we wish
them well in their future endeavors," stated Mr. Adams.

                           About Auxilium

Auxilium Pharmaceuticals, Inc. -- http://www.Auxilium.com/-- is a
fully integrated specialty biopharmaceutical company with a focus
on developing and commercializing innovative products for
specialist audiences.  With a broad range of first- and second-
line products across multiple indications, Auxilium is an emerging
leader in the men's healthcare area and has strategically expanded
its product portfolio and pipeline in orthopedics, dermatology and
other therapeutic areas.

Auxilium now has a broad portfolio of 12 approved products.  Among
other products in the U.S., Auxilium markets edex(R) (alprostadil
for injection), an injectable treatment for erectile dysfunction,
Osbon ErecAid(R), the leading device for aiding erectile
dysfunction, STENDRATM (avanafil), an oral erectile dysfunction
therapy, Testim(R) (testosterone gel) for the topical treatment of
hypogonadism, TESTOPEL(R) (testosterone pellets) a long-acting
implantable testosterone replacement therapy, XIAFLEX(R)
(collagenase clostridium histolyticum or CCH) for the treatment of
Peyronie's disease and XIAFLEX for the treatment of Dupuytren's
contracture.

The Company also has programs in Phase 2 clinical development for
the treatment of Frozen Shoulder syndrome and cellulite.

The Company's balance sheet at June 30, 2014, showed $1.11 billion
in total assets, $935.82 million in total liabilities and $179.40
million in total stockholders' equity.

                           *     *     *

As reported by the TCR on May 7, 2014, Moody's Investors Service
downgraded the ratings of Auxilium Pharmaceuticals, Inc.,
including the Corporate Family Rating to B3 from B2.  "The
downgrade reflects Moody's expectations that declines in Testim,
Auxilium's testosterone gel, will materially reduce EBITDA
in 2014, resulting in negative free cash flow, a weakening
liquidity profile, and extremely high debt/EBITDA," said Moody's
Senior Vice President Michael Levesque.

In the Aug. 20, 2014, edition of the TCR, Standard & Poor's
Ratings Services affirmed its 'CCC' corporate credit rating on
Auxilium Pharmaceuticals Inc. following the company's announcement
that it had obtained an amendment to its credit agreement
permitting the change of control associated with the company's
proposed merger with a Canadian biotechnology firm QLT Inc.  The
outlook is negative.


AVENTINE RENEWABLE: Valero Restarts Plant After 2012 Shutdown
-------------------------------------------------------------
The Associated Press reported that Valero Renewable Fuels has
resumed production at an ethanol plant in Indiana that was shut
down more than two years ago by its previous owner, Aventine
Renewable Energy.  According to the report, the plant was closed
due to a decline in the ethanol market and Aventine sought
bankruptcy protection.

                      About Aventine Renewable

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(OTC BB: AVRW) -- http://www.aventinerei.com/-- markets and
distributes ethanol to many of the leading energy companies in the
U.S.  In addition to producing ethanol, its facilities also
produce several by-products, such as distillers grain, corn gluten
meal and feed, corn germ and grain distillers dried yeast, which
generate revenue and allow the Company to help offset a
significant portion of its corn costs.

The Company and all of its subsidiaries filed for Chapter 11
bankruptcy (Bankr. D. Del. Lead Case No. 09-11214) on April 7,
2009.  The Debtors filed their First Amended Joint Plan of
Reorganization under Chapter 11 of the Bankruptcy Code on Jan. 13,
201.  The Plan was confirmed by order entered by the Bankruptcy
Court on Feb. 24, 2010, and became effective on March 15, 2010.

The Company's balance sheet as of March 31, 2012, showed
$384.90 million in assets against $248.91 million in liabilities.


BANNERS BROKER: Isle of Man Proceeding Recognized in Canada
-----------------------------------------------------------
The Ontario Superior Court of Justice (Commercial List) ordered on
August 22, 2014, pursuant to Sec. 272 of the Bankruptcy and
Insolvency Act, that the proceeding of Banners Broker In
Liquidation brought before the High Court of Justice in the Isle
of Man, Civil Division, under Sec. 162(6) of the Companies Act,
1931, be recognized as a foreign main proceeding and that msi
Spergel Inc., be appointed as the Company's receiver in Canada.

The receiver may be reached at:

     msi Spergel inc.
     505 Consumers Road, Suite 200
     Toronto, ON M2J 4V8
     Tel: 416-498-4325
     Fax: 416-498-4235
     E-mail: bannersbrokerinternational@spergel.ca
     Attn: Philip H. Gennis

Legal counsel for the Joint Liquidators of Banners Broker and the
Receiver are:

     CASSELS BROCK & BLACKWELL LLP
     Scotia Plaza, Suite 2100
     40 King Street West
     Toronto, ON M5H 3C2
     Tel: 416-869-5960
     Fax: 416-360-8877
     E-mail: dward@casselsbrock.com
     Attn: David Ward


BAPTIST HOME: $30.3 Million Sale Approved in Philadelphia
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, and
Sherri Toub, a Bloomberg News writer, reported that a bankruptcy
judge said he will sign an order approving the sale of Deer
Meadows Retirement Community, a 491-bed facility in Philadelphia,
to Deer Meadows Property LP for about $30.3 million in cash plus
the assumption of specified liabilities.

Francis Lawall, Esq., at Pepper Hamilton LLP, in Philadelphia, an
attorney for the Official Committee of Unsecured Creditors, told
Bloomberg that there should be a high distribution to both
bondholders and unsecured creditors.  As previously reported by
The Troubled Company Reporter, the retirement home facility did
not receive any competing qualified bids by the deadline.

Eric Scherling of Cozen O'Connor, one of the retirement home's
lawyers, told Bloomberg that completing the sale will probably
take two months or so, given the need for regulatory approvals.

              About The Baptist Home of Philadelphia

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

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

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

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

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

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

Pepper Hamilton LLP represents the Official Committee of Unsecured
Creditors.


BAY CLUB PARTNERS: Equity Security Holder Files Objection to Plan
-----------------------------------------------------------------
Trail Ranch Partners, LLC, filed with the U.S. Bankruptcy Court
for the District of Oregon its objection to Bay Club Partners-472,
LLC's First Amended Plan of Reorganization.

Representing TRP, Gary M. Bullock, Esq., at Gary M. Bullock And
Associates, P.C., in Portland, Oregon -- gary@garymbullock.com --
alleges that the Plan does not meet the requirements of Section
1122 of the U.S. Bankruptcy Code.  He contends that the proposed
Plan violates Section 1122 and, therefore, should not be
confirmed.

Section 1122 provides that a plan may place a claim or an interest
in a particular class only if the claim or interest is
substantially similar to the other claims or interests of the
class, Mr. Bullock relates.  He contends that the Debtor has
proposed a class (Class 2 consisting of Equity Security Holders)
that contains interests that are not substantially similar to the
other interests in the class.

TRP, together with Odyssey Holdings, provided nearly all of the
initial capital for the Debtor.  TRP made an initial capital
contribution of $522,027 and Odyssey Holdings (which, at the time
of acquisition and thereafter, was not owned by any of the current
members of the Debtor) made an initial capital contribution of
$2,093,373.  The two other current members of Debtor, Randy
Norgart and Manager of Debtor David Butler, provided only $1,000
each towards the initial capital, Mr. Bullock notes.

More significantly, Mr. Bullock tells the Court, TRP provided
additional capital contributions, which contributions total
$1,048,921.  As of June 30, 2013, the amount of the priority
distribution payable to TRP is approximately $2,305,613, he notes.
He insists that equity security holders, who have invested
millions of dollars into the Debtor and who, under the effective
Operating Agreement, are entitled to preferred returns on those
investments, should be in a separate class from equity security
holders, who are not so entitled.

                         About Bay Club

Bay Club Partners-472, LLC, was formed to renovate and operate the
residential property at 2121 W. Main St., Mesa, Arizona, known as
Midtown on Main Street.  The property has 470 rental units and
offers residents amenities including a fitness center, spa,
clubhouse, three swimming pools, a covered play area, assigned
parking, and 24-hour emergency maintenance services.  As of the
bankruptcy filing, the Debtor has leased 91% of the apartments.

Bay Club filed a Chapter 11 bankruptcy petition (Bankr. D. Ore.
Case No. 14-30394) on Jan. 28, 2014.  The Debtor disclosed
$28,247,787 in assets and $27,311,084 in liabilities as of the
Chapter 11 filing.  The case has been assigned to Judge Randall L.
Dunn.  Attorneys at Tonkon Torp LLP serve as counsel to the
Debtor.

The U.S. Trustee has not appointed a committee of unsecured
creditors.

Legg Mason Real Estate CDO I, Ltd., is represented in the case by
Laura J. Walker, Esq., at Cable Huston LLP.


BAY CLUB PARTNERS: Court to Confirm Sale-Based Amended Plan
-----------------------------------------------------------
Bay Club Partners-472, LLC, filed with the U.S. Bankruptcy Court
for the District of Oregon its Second Amended Plan of
Reorganization on August 29, 2014.

The Plan amends certain treatment of claims and other provisions
in connection with the sale of the building and real property
located at 2121 W. Main St., Mesa, Arizona 85201, known as Midtown
on Main.

Following the Confirmation Hearing held on September 5, 2014, the
Court ruled that the Plan will be confirmed.  The Court noted that
all objections were effectively resolved.

The Court directed the Debtor's counsel, Albert N. Kennedy, Esq.,
at Tonkon Torp LLP, in Portland, Oregon -- al.kennedy@tonkon.com
-- to submit the parties' agreed form of confirmation order.

           Treatment of Administrative Expense Claims

With the exception of ordinary course of business administrative
expense claims, the Plan provides that the Allowed Administrative
Expense Claims will be limited to the professional fees and costs
incurred by Tonkon Torp, LLP and Maginnis & Carey, LLP, and
approved by the Court, and United States Trustee fees.

Effective Date was set for September 8, 2014.

           Treatment of Class 3 (CDO's Secured Claim)

Legg Mason Real Estate CDO I, Ltd.'s Allowed Secured Claim is
secured by a perfected security interest in substantially all of
the Debtor's assets, including rents and all accounts.  CDO will
retain its interests in its Collateral with the same priority it
had as of the Petition Date.  CDO's Claim will be an Allowed
Secured Claim in the amount of $27,971,415, plus attorneys' fees
and costs.  Interest will accrue on the unpaid balance of CDO's
Allowed Secured Claim from and after the Effective Date at a fixed
rate equal to 6.75% per annum.

The unpaid balance of CDO's Allowed Secured Claim will be paid or
credited at closing of the sale of Midtown on Main.

Closing of a sale of Midtown on Main to a purchaser other than CDO
will occur by January 31, 2015, provided, however, that in the
event a signed purchase agreement is terminated by a potential
buyer of Midtown on Main during that buyer's due diligence period,
then the Closing Date will be extended to
March 2, 2015.

If the sale of Midtown on Main has not closed by January 31, 2015,
or any extension thereof, then within 30 days thereafter the
Reorganized Debtor will sell and CDO will purchase Midtown on Main
for $30,000,000 less (a) the unpaid balance owing on CDO's Allowed
Secured Claim, including any accrued and unpaid attorneys' fees
and costs; and (b) the Allowed Unsecured Claims assigned of record
to CDO.  CDO will have an Allowed Unsecured Claim totaling
$167,900.27 plus interest accruing at the rate of 3% per annum
from the Effective Date.

         Treatment of Class 4 - General Unsecured Claims

Each holder of an Allowed Class 4 General Unsecured Claim will be
paid in full in Cash within 15 days of the closing of the sale of
Midtown on Main, together with interest accruing from the
Effective Date at a fixed rate of 3.0% per annum.

                   Implementation of the Plan

Morrison Ekre & Bart Management Services, Inc., will remain the
property manager at least until the sale of Midtown on Main.  The
Debtor has executed an Exclusive Listing Agreement-Sale with
Collier's International AZ, LLC, and Colliers has commenced
marketing Midtown on Main.

The Reorganized Debtor will sell Midtown on Main on or before the
Closing Date.  If a sale is not closed by the Closing Date, then
the Reorganized Debtor will sell and CDO will purchase Midtown on
Main for $30,000,000 less a credit for the unpaid balance owing on
CDO's Allowed Secured Claim including all accrued interest,
attorneys' fees and costs, and CDO's Allowed Unsecured Claims.

            Distributions to Equity Security Holders

The Reorganized Debtor will make distributions to Equity Security
Holders as provided in the Debtor's Organizational Documents after
Class 3 and 4 Allowed Claims have been paid in full.  The
Bankruptcy Court will have and retain full and exclusive
jurisdiction to resolve all disputes relating to distributions to
Equity Security Holders.

                      New Event of Default

With respect to CDO only, in the event the Debtor fails within
three days of the due date to make an interest payment to CDO,
CDO's sole remedy will be to add default interest and a late
charge in connection with that interest payment to CDO's Allowed
Secured Claim.  No default will alter, affect or abrogate CDO's
obligation to purchase, and Reorganized Debtor's obligation to
sell, Midtown on Main pursuant to a purchase and sale agreement.

The Court will have and retain exclusive jurisdiction to enter
orders as are necessary or appropriate to ensure the performance
by CDO and the Reorganized Debtor of their obligations under and
pursuant to the purchase and sale agreement.

Copies of the Second Amended Plan and its redlined version are
available for free at:

     * http://bankrupt.com/misc/BAYCLUB_2ndAmendedPlan.pdf
     * http://bankrupt.com/misc/BAYCLUB_2ndAmdPlan_Redlined.pdf

                         About Bay Club

Bay Club Partners-472, LLC, was formed to renovate and operate the
residential property at 2121 W. Main St., Mesa, Arizona, known as
Midtown on Main Street.  The property has 470 rental units and
offers residents amenities including a fitness center, spa,
clubhouse, three swimming pools, a covered play area, assigned
parking, and 24-hour emergency maintenance services.  As of the
bankruptcy filing, the Debtor has leased 91% of the apartments.

Bay Club filed a Chapter 11 bankruptcy petition (Bankr. D. Ore.
Case No. 14-30394) on Jan. 28, 2014.  The Debtor disclosed
$28,247,787 in assets and $27,311,084 in liabilities as of the
Chapter 11 filing.  The case has been assigned to Judge Randall L.
Dunn.  Attorneys at Tonkon Torp LLP serve as counsel to the
Debtor.

The U.S. Trustee has not appointed a committee of unsecured
creditors.

Legg Mason Real Estate CDO I, Ltd., is represented in the case by
Laura J. Walker, Esq., at Cable Huston LLP.


BON-TON STORES: Board Declares Cash Dividend of 5 Cents Apiece
--------------------------------------------------------------
The Bon-Ton Stores, Inc.'s Board of Directors declared a cash
dividend of five cents per share on the Class A Common Stock and
Common Stock of the Company payable Nov. 3, 2014, to shareholders
of record as of Oct. 17, 2014, according to a regulatory filing
with the U.S. Securities and Exchange Commission.

                       About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 stores, which
includes 10 furniture galleries, in 26 states in the Northeast,
Midwest and upper Great Plains under the Bon-Ton, Bergner's,
Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers
nameplates.  The stores offer a broad assortment of national and
private brand fashion apparel and accessories for women, men and
children, as well as cosmetics and home furnishings.  For further
information, please visit the investor relations section of the
Company's Web site at http://investors.bonton.com.

Bon-Ton Stores reported a net loss of $3.55 million for the fiscal
year ended Feb. 1, 2014, a net loss of $21.55 million for the year
ended Feb. 2, 2013, and a net loss of $12.12 million for the year
ended Jan. 28, 2012.  The Company's balance sheet at May 3, 2014,
showed $1.56 billion in total assets, $1.47 billion in total
liabilities and $96.05 million in total shareholders' equity.

                           *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3
from Caa1 and its Probability of Default Rating to B3-PD from
Caa1-PD.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on The Bon-Ton
Stores Inc.


BONSO ELECTRONICS: Posts $221K Net Loss in FY Ended March 31
------------------------------------------------------------
Bonso Electronics International Inc. filed with the U.S.
Securities and Exchange Commission on Aug. 15, 2014, its annual
report on Form 20-F for the fiscal year ended March 31, 2014.

The Company reported a net loss of $221,000 on $31.3 million of
net sales for the fiscal year ended March 31, 2014, compared with
a net loss of $754,000 on $30.39 million of net sales in 2013.

The Company's balance sheet at March 31, 2014, showed $32.14
million in total assets, $21.52 million in total liabilities, and
stockholders' equity of $10.62 million.

A copy of the Form 20-F is available at:

                       http://is.gd/UdlIoV

                     About Bonso Electronics

Shatin, Hong Kong-based Bonso Electronics International Inc.
(NasdaqCM: BNSO:) -- http://www.bonso.com/-- designs, develops,
produces and sells electronic sensor-based and wireless products
for private label Original Equipment Manufacturers, Original Brand
Manufacturers and Original Design Manufacturers.

Since 1989, the Company has manufactured all of its products in
China in order to take advantage of the lower overhead costs and
competitive labor rates.  The Company's factory is currently
located in Shenzhen, China, about 50 miles from Hong Kong.


BRIGHTSIDE HOSPITALITY: Case Summary & 17 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Brightside Hospitality, LLC
           dba La Quinta Inn and Suites
        1503 Breckenridge Road
        Mansfield, TX 76063

Case No.: 14-34409

Chapter 11 Petition Date: September 10, 2014

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

Judge: Hon. Barbara J. Houser

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  ARTHUR I. UNGERMAN, ESQUIRE
                  One Glen Lakes Tower
                  8140 Walnut Hill Ln., No. 301
                  Dallas, TX 75231
                  Tel: 972-239-9055
                  Fax: 972-239-9886
                  E-mail: arthur@arthurungerman.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Rajpal S. Chatha, president.

A list of the Debtor's 17 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb14-34409.pdf


BROWNIE'S MARINE: Alexander Purdon Hikes Equity Stake to 7.5%
-------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Alexander Fraser Purdon disclosed that as of
Sept. 2, 2014, he beneficially owned 5,720,173 shares of common
stock of Brownie's Marine Group, Inc., representing 7.54 percent
of the shares outstanding.  The percentage of shares of Common
Stock is based upon 38,997,155 shares of the Company's Common
Stock outstanding as of Sept. 9, 2014.

Mr. Purdon previously owned 4,631,321 shares of common stock at
May 31, 2014.

A copy of the regulatory filing is available for free at:

                        http://is.gd/9R2p7t

                       About Brownie's Marine

Brownie's Marine Group, Inc., does business through its wholly
owned subsidiary, Trebor Industries, Inc., d/b/a Brownie's Third
Lung, a Florida corporation.  The Company designs, tests,
manufactures and distributes recreational hookah diving, yacht
based scuba air compressor and nitrox generation systems, and
scuba and water safety products.  BWMG sells its products both on
a wholesale and retail basis, and does so from its headquarters
and manufacturing facility in Fort Lauderdale, Florida.  The
Company's common stock is quoted on the OTC BB under the symbol
"BWMG".  The Company's Web site is
http://www.browniesmarinegroup.com/

Brownie's Marine reported a net loss of $788,286 in 2013, as
compared with a net loss of $2.01 million in 2012.  As of
March 31, 2014, the Company had $1.11 million in total assets,
$1.72 million in total liabilities and a $613,098 of total
stockholders' deficit.

                  Liquidity and Capital Resources

As of March 31, 2014, the Company had cash and current assets
(primarily consisting of inventory) of $1,012,251 and current
liabilities of $1,725,977, or a current ratio of .59 to 1.  This
represents a working capital deficit of $713,726.  As of
December 31, 2013, the Company had cash and current assets of
$1,057,967 and current liabilities of $1,760,058, or a current
ratio of .60 to 1.  As of December 31, 2012, the Company had cash
and current assets of $894,573 and current liabilities of
$1,770,503, or a current ratio of .51 to 1.

The consolidated financial statements have been prepared assuming
the Company will continue as a going concern, which contemplates
realization of assets and the satisfaction of liabilities in the
normal course of business for the twelve-month period following
the date of these financial statements.  The Company has incurred
losses since 2009, and expects to have losses through 2014. The
Company has had a working capital deficit since 2009.

The Company is behind on payments due for payroll taxes and
withholding, matured convertible debentures, related party notes
payable, accrued liabilities and interest-related parties, and
certain vendor payables.  The Company is handling delinquencies on
a case by case basis.  However, there can be no assurance that
cooperation the Company has received thus far will continue.

The Company closed and ceased operations at its retail facility.
The Company is still involved in the joint venture.  As a result,
the Company does not expect that existing cash flow will be
sufficient to fund presently anticipated operations beyond the
second quarter of 2043.  This raises substantial doubt about
BWMG's ability to continue as a going concern.  The Company will
need to raise additional funds and is currently exploring
alternative sources of financing.

"We have issued a number of convertible debentures as an interim
measure to finance our working capital needs.  We have
historically paid for many legal and consulting services with
restricted stock to maximize working capital.  We intend to
continue this practice in the future when possible.  We have
implemented some cost saving measures and will continue to explore
more to reduce operating expenses.

"If we fail to raise additional funds when needed, or do not have
sufficient cash flows from sales, we may be required to scale back
or cease operations, liquidate our assets and possibly seek
bankruptcy protection," the Company said in the quarterly report
for the period ended March 31, 2014.


CAR WASH HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Mister
Car Wash Holdings, Inc., including a B2 Corporate Family rating.
Moody's also assigned a Ba3 rating to the company's proposed $30
million secured revolving credit facility and proposed $180
million secured term loan B. A stable outlook was also assigned.

New ratings assigned include the following:

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  Proposed $30 million senior secured revolving credit facility
  at Ba3(LGD3)

  Proposed $180 million senior secured first lien term loan at
  Ba3(LGD3)

Ratings Rationale

The new ratings are in conjunction with Mister Car Wash's
acquisition by affiliates of Leonard Green & Partners, L.P.
("LGP"), with the initial capital structure to be comprised
roughly 50/50 debt and new cash common equity contributed by LGP.

"We believe Mister Car Wash to be a leading player in the car wash
sub-segment, with significant positions in the markets in which it
has chosen to operate, which in our view provides it with a
formidable market position that somewhat offsets its initially
weak quantitative credit profile," stated Moody's Vice President
Charlie O'Shea. "Initial pro forma debt/EBITDA in the mid-7 times
range is somewhat mitigated by EBITA/interest of around 2 times,
and Moody's believe leverage will reduce meaningfully over the
next 12-18 months, which is a key rating factor, as well as the
company's historically excellent operating performance which
drives very solid margins."

Mister Car Wash's B2 corporate family rating recognizes its weak
leverage metrics, with pro forma debt/EBITDA in the mid-7 times
range, partially offset by moderate interest coverage of around 2
times. Moody's expect this leverage to decline over the next 12-18
months as the company uses its free cash flow to repay debt.
Ratings also consider the company's market position, which despite
its limited scope in a large and highly fragmented market, Moody's
consider to be an asset given its strength in its chosen markets,
as well as its excellent operating ability that results in very
solid margins. Additionally, the company's financial risks are
somewhat mitigated by its good liquidity, aided by Moody's
expectation that the $30 million senior secured revolving credit
facility will be undrawn at close, its negative working capital
requirements, and its minimal maintenance capital expenditures,
all of which should allow the company to continue to generate free
cash flow. The stable outlook considers the company's steady
historical operating performance, as well as reflects Moody's
expectation that Mister Car Wash will prudently source and price
its acquisitions, as well as integrate them with minimal
disruption, either operationally or financially. Ratings could be
upgraded if debt/EBITDA migrated towards 5.5 times and
EBITA/interest was sustained above 2 times. Ratings could be
downgraded if operating performance were to deteriorate or
financial policy decisions resulted in debt/EBITDA not improving
such that it began to trend towards 6.5 times over the next 12-18
months, or if EBITA/interest began trending towards 1.5 times.

The Ba3 ratings assigned to the proposed $30 million secured
revolver and the $180 million secured term loan reflect their
senior position in the capital structure by virtue of a first
priority security interest in substantially all assets, including
all capital stock of the borrower and each of its subsidiaries.
They also benefit from guarantees by the company's domestic
subsidiaries. Moody's expect the revolver to be undrawn at
closing, with proceeds from the proposed new term loan to be used
to refinance the company's equity purchase price, as well as fees
and expenses. The company is also expected to obtain $87.5 million
of senior unsecured notes, which will be unrated.

Headquartered in Tucson, Arizona, Mister Car Wash is the largest
operator of car washes in North America, operating 134 car washes
and 32 lube locations across 14 U.S. states. As of June 2014, LTM
revenue was around $240 million.

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


CATHEDRAL CITY: S&P Raises Rating on 2007C Sub. TABs From 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the
Cathedral City Public Finance Authority, Calif.'s 2000A, 2004B,
2005A, 2007A, and 2007B parity tax allocation bonds (TABs) to
'BBB+' from 'BBB-', and raised its rating on the authority's 2007C
subordinate TABs to 'BBB-' from 'B+'.  The outlook is stable.

"The upgrade reflects positive assessed values in the project area
and additional money formerly reserved only for housing bonds that
can now be included in the non-housing bond pledge, which
increased debt service coverage," said Standard & Poor's credit
analyst Michael Stock.

In addition, Standard & Poor's assigned its 'BBB+' rating and
stable outlook to the Successor Agency (SA) to the Redevelopment
Agency of the City of Cathedral City's revenue refunding TABs
series 2014A.  Standard & Poor's assigned its 'A' rating and
stable outlook to the SA's housing revenue refunding TABs series
2014B and 2014C.

The rating reflects what S&P views as the SA's:

   -- Good 1.2x maximum annual debt service (MADS) coverage for
      the senior non-housing and good 2x MADS coverage for the
      housing bonds secured by pledged net tax revenues;

   -- Adequate 1.05x coverage on the subordinate non-housing
      bonds;

   -- Fully funded debt service reserves for all debt outstanding;

   -- A mature tax base with a volatility ratio of 0.13, which
      indicates moderately low sensitivity in incremental revenues
      to overall assessed value (AV) fluctuations; and

   -- Improvement in project area AV.

Tempering factors include historically large AV declines of 23%
during 2009-2013.

The 2014A bonds are payable after provisions have been made for
payment of the housing set-aside to pay the 2014B and 2014C TABs.
Tax revenues additionally include money deposited from time to
time in the redevelopment property tax trust fund.  Tax revenues
are no longer required to be deposited into the housing fund and,
accordingly, such tax revenues shall be reduced by the amount not
greater than the portion of the prior housing deposit required to
pay the 2014 housing obligations.  The 2000A, 2004B, 2005A, 2007A,
and 2007B bonds are on parity with the 2014A bonds.

The housing bonds are payable from and secured by the housing tax
revenues to be derived from the project area.

The 2007C subordinate TABs are payable from tax increment revenues
subordinate to the 2014A bonds and other parity debt.

"The stable outlook reflects our view of adequate MADS coverage by
pledged revenues.  Given this adequate coverage, stabilization of
project area AV, and moderately low volatility ratio, we don't
expect to change the rating in the next two years.  Although we do
not expect it, should AV decline or the SA fail to manage and
prioritize its debt obligations in a timely manner in accordance
with the trust indentures, or if various asset transfers are not
approved by the State Controller, we could lower the rating," S&P
noted.


CENTRAL FEDERAL: Stockholders OK Issuance of Shares
---------------------------------------------------
Central Federal Corporation held a special meeting of stockholders
on Sept. 8, 2014, at which the stockholders approved the issuance
of shares of common stock of the Company issuable upon conversion
of the Company's Non-Cumulative Perpetual Preferred Stock, Series
B, and the exercise of Warrants as required by and in accordance
with NASDAQ Marketplace Rule 5635, according to a regulatory
filing with the U.S. Securities and Exchange Commission.

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

As reported by the TCR on April 24, 2014, the Board of Directors
of Central Federal approved the engagement of BKD, LLP, to serve
as the Company's independent registered public accounting firm for
the year ending Dec. 31, 2014.  Crowe Horwath LLP was dismissed as
the Company's accounting firm on April 17, 2014.

The Office of the Comptroller of the Currency has terminated the
Cease and Desist Order against CFBank, a subsidiary of Central
Federal Corporation, effective Jan. 23, 2014.  The CFBank Order
has been in place since May 25, 2011, which was prior to the 2012
capital raise and recapitalization of Central Federal Corporation
and CF Bank by the current management team and standby investor
group led by Timothy O'Dell (CEO), Thad Perry (President) and
Robert Hoeweler (Chairman).

Central Federal reported a net loss of $918,000 in 2013, a net
loss of $3.76 million in 2012 and a net loss of $5.42 million
in 2011.

As of June 30, 2014, the Company had $294.45 million in total
assets, $265.28 million in total liabilities and $29.17 million in
total stockholders' equity.


CENTRAL PLATTE: Fitch Assigns 'BB' Rating on $22.45MM GO Bonds
--------------------------------------------------------------
Fitch Ratings assigns the 'BB' rating to the following Central
Platte Valley Metropolitan District, CO general obligation (GO)
bonds:

   -- $22.45 million GO refunding bonds, series 2014.

Bond proceeds will be used to refund outstanding debt and fund a
swap termination payment.  The bonds are scheduled to price via
negotiation during the week of Oct. 6.

The Rating Outlook is Stable.

SECURITY

The 2014 bonds are secured by an unlimited annual property tax
levy on all property located within the current boundaries of the
district.

KEY RATING DRIVERS

HIGH CONCENTRATION; LIMITED BASE: The district's tax base is
highly concentrated which is not unusual for limited purpose
special districts.  Ongoing construction and future development is
not projected to reduce concentration due to the small geographic
size of the district.

TAX BASE DIFFERENTIALS/CONCENTRATION: The tax base that secures
the 2014 bonds (the operating district) is a subset of the larger
original district that secures the 2013A bonds (rated 'BBB-' by
Fitch).  The 'BB' rating on 2014 operating district bonds reflects
a much higher tax payer concentration.

DOWNTOWN DEVELOPMENT BOOM: The district encompasses one of
Denver's major redevelopment efforts.  Its strategic downtown
location is fueling rapid growth in apartments, condominiums, and
commercial office buildings, aided by the concurrent development
of the Regional Transportation District's (RTD) bus and rail
transit hub on adjacent property.  The district has more than
recouped recessionary assessed value (AV) losses.  Recent and
ongoing building activity should ensure a positive trajectory for
the district's taxable values through 2016.

MANAGEABLE TAX INCREASES ASSUMED: Fitch believes development in
the district is likely to continue, but the Fitch's base case
includes only the value of existing properties.  Total operating
district tax rate increases needed to meet level debt service in
this scenario, assuming no substantial further tax base declines,
are of a magnitude Fitch believes would be manageable.

HIGH DEBT; LEVEL DEBT SERVICE: Overall debt is very high relative
to market value and is amortized slowly.  The completion of all
infrastructure and lack of future debt plans should allow these
metrics to improve slowly over time assuming at least modest tax
base growth.

RATING SENSITIVITIES

SUSTAINED TAX BASE LOSSES: Large and sustained tax base losses
could lead to negative rating pressure.

CONCENTRATION LIMITS UPWARD MOVEMENT: The very high tax base
concentration limits the rating to its current level.

CREDIT PROFILE

The Central Platte Valley Metropolitan District is located in
lower downtown Denver and is in close proximity to Denver Union
Station.

PARTIALLY DISTINCT TAX BASES

District bonds are secured by two distinct tax bases.  The
original 63 acre district secures the 2013A ULTGO bonds (rated
'BBB-' by Fitch).  A smaller 38 acre subset of the original, the
operating district, secures the 2014 ULTGO bonds.

COMMERCIAL DOMINATES OPERATING DISTRICT

The smaller operating district is comprised primarily of
commercial office buildings, accounting for a high 84% of 2015 AV.
Nearly all other properties are vacant land parcels which are
zoned mixed-use, including commercial office properties, for
future development.  The operating district is adjacent to the
historic Denver Union Station and the future hub of RTD's rail and
bus operations.

HIGH TAX BASE CONCENTRATION

The operating district's tax base concentration is notably
elevated with the top 10 taxpayers comprising 92% of 2015 AV.
Commons 19 LLC is the largest tax payer, accounting for 30% of
2015 AV.  Commons 19 LLC is the real property owner of the land
containing a commercial office building and a parking structure.
Legacy Plaza, a commercial property, is the second largest
taxpayer at 16% and is fully leased as the Gates Rubber Company
headquarters.  The headquarters for DaVita Healthcare Partners'
(IDR 'BB-' by Fitch) comprises 15% of the district's AV.

MIXED GOVERNING BOARD

The district's five-member governing board includes two members
affiliated with current developers, East West Partners and
Continuum Partners.  Other board members are not currently
affiliated with current property owners.  East West Partners is
the largest owner of remaining undeveloped property.

HIGH DEBT BUT NO ANTICIPATED FURTHER NEEDS

Overall debt to market value is very high at 21% which is not
unusual for a limited purpose special district.  Fitch notes that
all infrastructure is in place for future development, precluding
the need for any future debt.  Additionally, the district does not
owe developers for any advances or reimbursements, enhancing its
operating flexibility.

The current offering will refund a loan secured solely by the
operating district and is in the form of a variable rate demand
obligation.  Concurrently, the associated swap will be terminated.
The refunded loan was structured with a large balloon maturity in
2016 and served to provide bridge financing during the operating
district's early years of development.  Debt service is level.
Payout is structured very slowly with only 19% of principal
retired in 10 years.

ANALYSIS DOES NOT ASSUME FUTURE AV GROWTH

It's the district's goal to maintain or reduce mill rates for debt
service for the first several years to provide sum sufficient
coverage of higher annual debt service.  Such a goal would require
continued large AV gains which Fitch considers aggressive.
However, substantial development is currently underway throughout
the district.

Properties completed in time for the 2015 collection year include
three large residential apartment complexes (with project costs
ranging from $30 million - $65 million) and two commercial
projects for a total $148 million in estimated market value.  As a
result, the preliminary certified AV for 2015 posted a 14.6% gain
over the year prior.  Based on projects currently under
construction, the district projects another large AV gain in 2016.
Although 2016 is a reassessment year, Fitch believes the
likelihood of reappraisal losses is less than in previous years
given the reported results of recent property transactions on
which market values are based.

Projecting future tax base and development trends beyond the
projects that have been completed is difficult.  Fitch's base case
assumes AV remains flat at the 2015 level.  Total operating
district debt service millage, to support operating and the larger
district's debt service, would need to increase by a large 41%
from the current level of 34 mills to 48 mills by 2016.  Although
this represents a steep increase, it's comparable to past debt
service mill levy rates.

The district has no employees and therefore no obligations for
pension or other post-employment benefits (OPEB).  The debt
service fund balance currently totals $2.3 million in reserves
pledged to the bonds, including a cash-funded debt reserve equal
to 50% of AADS which Fitch considers positively given the
district's early stage of development.


CENTRO DE DIAGNOSTICO: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Centro de Diagnostico Integral de PR, Inc.
        GPO Box 4367
        San Juan, PR 00936

Case No.: 14-07489

Chapter 11 Petition Date: September 10, 2014

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

Debtor's Counsel: Francisco J Ramos Gonzalez, Esq.
                  FRANCISCO J. RAMOS & ASOCIADOS, CSP
                  PO Box 191993
                  San Juan, PR 00919-1993
                  Tel: 787 764-5134
                  Fax: 787 758-5087
                  E-mail: fjramos@coqui.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jose Milton Soltero Ramirez, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-07489.pdf


CLEAR CHANNEL: Inks $750MM Purchase Agreement with Goldman Sachs
----------------------------------------------------------------
Clear Channel Communications, Inc., and its affiliates entered
into a purchase agreement with Goldman Sachs & Co. and Morgan
Stanley & Co. LLC, as representatives of the several initial
purchasers, relating to the issuance and sale of $750 million in
aggregate principal amount of the Company's 9.0% Priority
Guarantee Notes due 2022.

The Notes will be fully and unconditionally guaranteed on a senior
secured basis by CCU's parent, Clear Channel Capital I, LLC, and
all of CCU's existing and future material wholly-owned domestic
restricted subsidiaries.  The Notes and the related guarantees
will be secured by (1) a lien on (a) the capital stock of CCU and
(b) certain property and related assets that do not constitute
"principal property", in each case equal in priority to the liens
securing the obligations under CCU's senior secured credit
facilities and existing priority guarantee notes and (2) a lien on
the accounts receivable and related assets securing CCU's
receivables based credit facility junior in priority to the lien
securing CCU's obligations thereunder.

CCU intends to use the gross proceeds from this offering to prepay
at par $729 million of the loans outstanding under its term loan B
facility and $12.1 million of the loans outstanding under its term
loan C?asset sale facility, to pay accrued and unpaid interest
with regard to those loans to, but not including, the date of
prepayment, and to pay fees and expenses related to the offering
and the prepayment.

                 About Clear Channel Communications

San Antonio, Texas-based Clear Channel Communications, Inc., an
indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is
one of the leading global media and entertainment companies
specializing in radio, digital, outdoor, mobile, live events, and
on-demand entertainment and information services for local
communities and providing premier opportunities for advertisers.

CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a
global media and entertainment company.  Its businesses include
radio and outdoor displays.

Clear Channel reported a net loss attributable to the Company of
$606.88 million in 2013, a net loss attributable to the Company of
$424.47 million in 2012 and a net loss attributable to the Company
of $302.09 million in 2011.

The Company's balance sheet at June 30, 2014, showed $14.75
billion in total assets, $24.06 billion in total liabilities and a
$9.31 billion total shareholders' deficit.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2013, "If our and our subsidiaries' cash flows from operations,
refinancing sources and other liquidity-generating transactions
are insufficient to fund our respective debt service obligations,
we may be forced to reduce or delay capital expenditures, sell
material assets or operations, or seek additional capital.  We may
not be able to take any of these actions, and these actions may
not be successful or permit us or our subsidiaries to meet the
scheduled debt service obligations.  Furthermore, these actions
may not be permitted under the terms of existing or future debt
agreements."

"The ability to refinance the debt will depend on the condition of
the capital markets and our financial condition at such time.  Any
refinancing of the debt could be at higher interest rates and
increase debt service obligations and may require us and our
subsidiaries to comply with more onerous covenants, which could
further restrict our business operations.  The terms of existing
or future debt instruments may restrict us from adopting some of
these alternatives.  These alternative measures may not be
successful and may not permit us or our subsidiaries to meet
scheduled debt service obligations.  If we or our subsidiaries
cannot make scheduled payments on indebtedness, we or our
subsidiaries, as applicable, will be in default under one or more
of the debt agreements and, as a result we could be forced into
bankruptcy or liquidation."

                           *     *     *

In May 2013, Moody's Investors Service said that Clear Channel's
upsize of the term loan D to $4 billion from $1.5 billion will not
impact the Caa1 facility rating assigned.  Clear Channel's
Corporate Family Rating is unchanged at Caa2.  The outlook remains
stable.

As reported by the TCR on May 21, 2013, Standard & Poor's Ratings
Services also announced that its issue-level rating on San
Antonio, Texas-based Clear Channel's senior secured term loan
remains unchanged at 'CCC+' following the company's upsize of the
loan to $4 billion from $1.5 billion.  The rating on parent
company CC Media Holdings remains at 'CCC+' with a negative
outlook, which reflects the risks surrounding the long-term
viability of the company's capital structure.


CHINA GINSENG: KCG Americas Reports 17.4% Equity Stake
------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, KCG Americas LLC disclosed that as of Aug. 29, 2014,
they beneficially owned 7,746,500 shares of common stock of
China Ginseng Holdings, Inc., representing 17.45% based on
outstanding shares reported in the Company's 10-Q for the period
ended March 31, 2014, filed with the SEC.  A copy of the
regulatory filing is available at http://is.gd/ReVePn

                       About China Ginseng

Changchun City, China-based China Ginseng Holdings, Inc., conducts
business through its four wholly-owned subsidiaries located in
China.  The Company has been granted 20-year land use rights to
3,705 acres of lands by the Chinese government for ginseng
planting and it controls, through lease, approximately 750 acres
of grape vineyards.  However, recent harvests of grapes showed
poor quality for wine production which indicates that the
vineyards are no longer suitable for planting grapes for wine
production.  Therefore, the Company has decided not to renew its
lease for the vineyards with the Chinese government upon
expiration in 2013 and, going forward, it intends to purchase
grapes from the open market in order to produce grape juice and
wine.

The Company's balance sheet at March 31, 2014, showed $11.6
million in total assets, $14.31 million in total liabilities, and
a stockholders' deficit of $2.7 million.

"The Company had an accumulated deficit of $11.11 million as of
March 31, 2014 and there are existing uncertain conditions the
Company foresees relating to its ability to obtain working capital
and operate successfully.  These matters raise substantial doubt
about the Company's ability to continue as a going concern,
according to the regulatory filing," the Company stated in its
quarterly report for the period ended March 31, 2014.


CIRCUIT CITY: $8-Mil. Preference Claim Against Sony Not Barred
--------------------------------------------------------------
Bankruptcy Judge Kevin R. Huennekens ruled on cross-motions for
summary judgment filed in the adversary proceeding, ALFRED H.
SIEGEL, Plaintiff, v. SONY ELECTRONICS, INC., a/k/a Sony, et al,
Defendants, Adv. Proc. No. 10-03600-KRH (Bankr. E.D. Va.).

Mr. Siegel is the Trustee of the Circuit City Stores, Inc.
Liquidating Trust.

The parties presented four primary issues upon which the Court was
asked to rule. Those were:

     (i) whether the Trustee is barred from recovering
         approximately $58.6 million in chargebacks and
         billbacks that Circuit City earned under the dealer
         agreement governing the parties' transactions on
         account of the applicable 18-month statute of
         limitations;

    (ii) whether the Trustee is barred from recovering an
         $8 million preferential transfer claim on account of
         the applicable two-year statute of limitations;

   (iii) whether Sony can use the value of goods it delivered
         to Circuit City during the twenty days immediately
         preceding the commencement of its bankruptcy case both
         to recover full payment under 11 U.S.C. Sec. 503(b)(9)
         and to assert a new value defense under 11 U.S.C. Sec.
         547(c)(4); and

    (iv) whether the Trustee may invoke the doctrine of equitable
         recoupment to circumvent Sony's affirmative statute of
         limitations defense in order to apply the credits
         Circuit City earned under the Dealer Agreement as a
         defense against Sony's claims.

The Court ruled that it could not grant Sony summary judgment on
the Trustee's claim to recover credits earned under the Dealer
Agreement because the statute of limitations defense presents
mixed questions of fact and law. Those issues must be reserved for
trial.  The Court also ruled that the statute of limitations does
not bar the Trustee's $8 million preference claim because the
amendment that added the claim relates back to the filing of the
original complaint.

The Court ruled that, based on its prior decision in Circuit City
Stores, Inc. v. Mitsubishi Digital Electronics America, Inc. (In
re Circuit City Stores, Inc.), No. 10-03068-KRH, 2010 WL 4956022
(Bankr. E.D. Va., Dec. 1, 2010), Sony cannot use the delivery of
the same goods both to recover a 11 U.S.C. Sec. 503(b)(9) claim
and to assert a new value defense under 11 U.S.C. Sec. 547(c)(4).

The Court also granted the Trustee's motion for summary judgment,
permitting the Trustee to use Circuit City's earned credits as a
defensive offset against Sony's pending claims against the estate.

A copy of the Court's Sept. 8 Memorandum Opinion setting forth the
Court's analysis and conclusions that support its prior rulings,
is available at http://is.gd/xwDVwufrom Leagle.com.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Va. Lead Case No. 08-35653) on Nov. 10, 2008.
InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, served as the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, acted as the Debtors' local counsel.
The Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel was Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC served as the Debtors' claims and voting
agent. The Debtors disclosed total assets of $3,400,080,000 and
debts of $2,323,328,000 as of Aug. 31, 2008.

Circuit City opted to liquidate its 721 stores and obtained the
Bankruptcy Court's approval to pursue going-out-of-business sales,
and sell its store leases in January 2009.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

On Sept. 14, 2010, the Court entered an order confirming the
Debtors' Plan of Liquidation, which created the Circuit City
Stores, Inc. Liquidating Trust and appointed Alfred H. Siegel as
Trustee.  The Plan became effective Nov. 1, 2010.


COMJOYFUL INTERNATIONAL: Has $522K Net Loss in June 30 Quarter
--------------------------------------------------------------
Comjoyful International Company filed its quarterly report on Form
10-Q, disclosing a net loss of $522,279 on $306,574 of revenues
for the three months ended June 30, 2014, compared with a net loss
of $527,045 on $91,498 of revenues for the same period last year.

The Company's balance sheet at June 30, 2014, showed
$2.4 million in total assets, $6.76 million in total liabilities,
and a stockholders' deficit of $4.36 million.

The Company had recurring consolidated losses of $1.13 million for
the six months ended June 30, 2014 and $999,565 for the six months
ended June 30, 2013, negative working capital of $3.44 million as
of June 30, 2014 and $2.79 million as of Dec. 31, 2013, and has a
total deficit of $7.21 million as of Dec. 31, 2013.  These
conditions raise substantial doubt about the ability of the
Company to continue as a going concern.

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

                       http://is.gd/zOmk4H

The company was formerly known as Camelot Corporation and changed
its name to Comjoyful International Company in January 2013.
Comjoyful was incorporated in 1975 and is based in Beijing, China.
Comjoyful does not have significant operations.  The company
intends to acquire an operating company.  Previously, it focused
on the mineral exploration activities in the United States.


COMMACK HOSPITALITY: To Make $125K Monthly Payments to Stabilis
---------------------------------------------------------------
Judge Alan S. Trust of the U.S. Bankruptcy Court for the Eastern
District of New York approved a stipulation providing for Commack
Hospitality, LLC, to provide monthly adequate protection payments
to Stabilis Master Fund III, LLC, from the cash collateral account
in the amount of $125,000, commencing with a payment as of
July 10, 2014.

The stipulation was approved in conjunction with Judge Trust's
approval of the second amended disclosure statement explaining the
Debtor's Chapter 11 Plan, allowing the Debtor to commence
solicitation of votes for its Plan.  The hearing at which the
Court will consider confirmation of the Plan will commence on
Oct. 1, 2014, at 2:00 p.m., prevailing Eastern Time.

Stabilis is the holder of a note and mortgage on the Debtor's
property.  Stabilis filed a proof of claim in which it asserts a
secured claim in the amount of $12,629,257.  The Debtor objected
to the amount of Stabilis' claim, alleging that Stabilis
overstated its claim by $1.5 million.

Stabilis contends that the Debtor's Plan is not "feasible" because
it is "highly speculative."  The Debtor disagrees with Stabilis'
view as to the Plan's feasibility and believes that it will
prevail on this issue at confirmation.  Stabilis also intends to
object to confirmation of the Plan on the ground that the proposed
treatment of the Stabilis Claim is not "fair and equitable."
Stabilis intends to raise a number of arguments in support of this
objection regarding the proposed rate of interest on its claim,
the duration of the pay down of its claim and the use of the
excess cash generated from the LIWEN Lease.  The Debtor believes
the Plan is fair and equitable as it relates to the Stabilis
Claim.

                   About Commack Hospitality

Commack Hospitality, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 14-70931) on March 10, 2014.  The
petition was signed by Viral Patel as managing member.  In its
schedules and statements, the Debtor listed $17 million in assets
and $13 million in liabilities.  Laurence May, Esq., and Mark
Tsukerman, Esq., of Cole Schotz Meisel Forman & Leonard PA serve
as the Debtor's counsel.  Judge Alan S. Trust presides over the
case.


COMMUNITY MEMORIAL: Trustee Can Sell Cheboyan Property
------------------------------------------------------
Judge Daniel S. Opperman of the U.S. Bankruptcy Court for the
Eastern District of Michigan, Northern Division, authorized A.
Brooks Darling, the liquidating trustee for Community Memorial
Hospital, d/b/a Cheboygan Memorial Hospital, to sell the
bankruptcy estate's interest in the real property located in
Cheboygan, Michigan, to Brian K. Williams for $22,500, subject to
better and higher bids.

If the Liquidating Trustee receives any higher or better offers,
then he will conduct a public auction.  If no other bidder comes
forward by the deadline to be set by the Liquidating Trustee, then
no auction will occur and the Liquidating Trustee will close the
sale with Mr. Williams.

                About Community Memorial Hospital

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., and Shawn M. Riley, Esq., at
McDonald Hopkins LLC, in Cleveland, Ohio; and Jayson Ruff, Esq.,
at McDonald Hopkins LLC, in Bloomfield Hills, Michigan, represent
the Debtor as counsel.  The Debtor's financial advisor is Conway
Mackenzie Inc.  The Debtor disclosed $23,085,273 in assets and
$26,329,103 in liabilities as of the bankruptcy filing.

Opened in 1942, the Debtor is an independent, not-for-profit
entity, organized exclusively for charitable, scientific and
educational purposes, and holds tax exempt status in accordance
with Section 501(c)(3) of the Internal Revenue Code.  The
Cheboygan Memorial Hospital is a 25-bed critical access hospital
located in Cheboygan, Cheboygan County, a community on the Lake
Huron coast.  The Debtor has 395 employees.

McLaren Health Care Corporation proposed to acquire substantially
all of the Debtor's operating assets at its primary hospital
campus, for $5,000,000, plus (2) all amounts required for the
Debtor to cure and assume the assigned Assumed Contracts and
Leases.

Daniel M. McDermott, the U.S. Trustee for Region 9, appointed a
five-member official committee of unsecured creditors in the
Chapter 11 case of Community Memorial Hospital.

Michael S. McElwee, Esq., at Varnum LP, in Grand Rapids, Michigan,
represents the Unsecured Creditors' Committee as counsel.

The Creditors Committee won confirmation of its Corrected First
Amended Plan of Liquidation for the Debtor in August 2013.  A
liquidating trust is established to liquidate the Debtor's
remaining assets and distribute the proceeds to creditors.  A.
Darling Brooks has been designated as liquidating trustee.


CONFEDERATE MOTORS: Incurs $28K Net Loss for Second Quarter
-----------------------------------------------------------
Confederate Motors, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $28,614 on $589,044 of sales for the
three months ended June 30, 2014, compared with a net loss of
$161,658 on $402,720 of sales for the same period last year.

The Company's balance sheet at June 30, 2014, showed
$1.14 million in total assets, $1.7 million in total liabilities,
and a stockholders' deficit of $559,156.

The Company had an accumulated deficit incurred through June 30,
2014, which raises 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/BBE3n0

Confederate Motors, Inc., manufactures and sells handcrafted
street motorcycles for high net worth customers in the United
States. It offers the X132 Hellcat and X132 Hellcat Combat model
motorcycles. The company also provides motorcycle related
products, including various wearing apparel and other related
accessories displaying the Confederate name through its Website.
Confederate Motors, Inc. was founded in 1991 and is headquartered
in Birmingham, Alabama.


CONNER CREEK: S&P Lowers Rating on 2007 Refunding Bonds to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'B+' from 'BB-' on Conner Creek Academy East (CCAE), Mich.'s
series 2007 revenue and refunding bonds.  The outlook is negative.

"The rating action reflects our view of the inherent uncertainty
associated with charter renewals given that the final maturity
date of the bonds exceeds that of the charter," said Standard &
Poor's credit analyst Phillip Pena.  "Particular risks are CCAE's
razor-thin covenant levels and consistent elementary and middle
school academic woes," Mr. Pena added.

The negative outlook reflects S&P's view that CCAE faces
uncertainty in terms of cash, academic performance, and covenants.


CUI GLOBAL: First Eagle Reports 10% Equity Stake
------------------------------------------------
First Eagle Investment Management, LLC, an investment
adviser registered under Section 203 of the Investment Advisers
Act of 1940, disclosed with the U.S. Securities and Exchange
Commission that as of Aug. 31, 2014, it beneficially owned
2,110,485 shares of common stock of CUI Global, Inc., or 10.23% of
the Common Stock believed to be outstanding, as a result of acting
as investment advisor to various clients.  First Eagle previously
owned 1,692,753 shares at May 13, 2014.  A copy of the regulatory
filing is available for free at http://is.gd/U0Jt9Y

                          About CUI Global

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

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

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


DANA BLUMENSAADT: Ohio Bankruptcy Judge Won't Recuse Self
---------------------------------------------------------
Bankruptcy Judge John P. Gustafson declined to recuse himself from
the Chapter 11 case of Dana L. Blumensaadt.

The Debtor sought recusal of the judge who once served as Chapter
13 trustee in Blumenstaadt's previous Chapter 13 case, case number
13-30844.

Blumenstaadt sought Chapter 13 bankruptcy on March 7, 2013 and
that case was dismissed on December 18, 2013.  She filed for
Chapter 11 (Bankr. N.D. Ohio Case No. 14-32633) on July 18, 2014.
Her Chapter 11 case is related to two previously filed Chapter 11
cases that were assigned to Judge Gustafson -- the case filed by
her husband, William Ernst Blumenstaadt, Jr., case number 14-
31968, on May 29, 2014; and the case filed by Island Stillwater
Company, Ltd., case number 14-31970, also on May 29, 2014.  Both
of those related cases have been dismissed pursuant to agreements
reached in response to Motions to Dismiss filed by the Office of
the United States Trustee.

The previous Chapter 13 case was assigned to the "successor judge
docket" maintained after the death of the Honorable Richard L.
Speer. In the Chapter 13 Office, cases were split between the
Chapter 13 Trustee (at that time, John P. Gustafson) and the then
staff attorney (now Chapter 13 Trustee), Elizabeth A. Vaughan. All
cases assigned to Judge Speer, or that were assigned to the
successor judge docket, were handled by the staff attorney,
Elizabeth A. Vaughan.

According to Judge Gustafson, "the fact that I served as the
Chapter 13 trustee in a previous case filed by the Debtor,
standing alone, does not provide a sufficient basis for a recusal
under this objective standard."

A copy of the Court's September 8, 2014 Order is available at
http://tinyurl.com/l4smq4yfrom Leagle.com.


DELL INC: Fitch Affirms 'BB-' Issuer Default Rating
---------------------------------------------------
Fitch Ratings has affirmed the Long-term Issuer Default Rating
(IDR) of Dell, Inc. (Dell) and its direct wholly-owned subsidiary,
Dell International Inc. (Dell International) at 'BB-'.  The Rating
Outlook is Stable.

KEY RATINGS DRIVERS

Dell's ratings and Outlook reflect:

   -- Adequate financial flexibility supported by Dell's
      significant cash balance, the majority of which is overseas,
      a largely undrawn $2 billion asset-based revolving credit
      facility, partially offset by a significant and increased
      working capital deficit that could weigh on liquidity if
      revenue materially declines.

   -- Management remains committed to using FCF primarily for debt
      reduction.  Dell's core credit metrics are essentially in-
      line with Fitch's base case forecast at the time of the
      leveraged buyout (LBO) and remain consistent with a 'BB-'
      rating.

Dell achieved Fitch's core leverage forecast since the close of
the LBO on Oct. 29, 2013 through Aug. 1, 2014 primarily due to
sustainable, but largely one-time working capital benefits, cost
reduction actions and favorable conditions in the commercial PC
market (expiration of Windows XP support).

   -- Credit metrics improved as expected, especially core (non-
      financing), excluding purchase price accounting adjustments
      (PPA), albeit partially funded with cash flow from working
      capital due to a material increase in days payable
      outstanding.  Fitch estimates Dell's total core leverage
      excluding PPA was 3.4x as of Aug. 1, 2014 compared with 4.6x
      at Nov. 1, 2013.

   -- Significant scale, which provides procurement efficiencies
      for memory, hard disk drives and other components utilized
      across the hardware business, specifically PCs, servers and
      storage.

   -- Highly diversified revenue base by customer and geography
      (50% outside U.S.)

Ratings concerns center on:

   -- The vast majority of Dell's revenue continues to be largely
      transactional and derived from Client Solutions
      predominately in the commercial market (formerly End User
      Computing).  Commercial PC demand has benefitted from
      Microsoft's end of support for Windows XP in April 2014 but
      the commercial XP refresh is nearing completion, likely
      leading to a near-term moderation in commercial PC demand.

Positively, Dell's PC business has gained market share for six
consecutive calendar quarters ended June 30, 2014, according to
IDC.  Dell's PC unit shipments increased 7% in the latest 12
months ended June 30, 2014 compared with an overall PC market
decline of 4.9%.

Dell's unit market share gains reflect improved execution, a
predominately commercial customer mix with less exposure to weak
consumer markets and vendor consolidation as the top five vendors
represented 66% of global PC shipments in the quarter ended
June 30, 2014 compared with slightly less than 60% in the year-ago
period.

Consumer PC demand remains weak, and Fitch believes a sustainable
improvement in the global PC market is unlikely without an
unexpected resurgence in consumer interest, given consumers
account for approximately 60% of total worldwide PC shipments,
according to Intel.

   -- Dell's higher margin Enterprise Solutions Group (ESG), a key
      component of Dell's transformation to an end-to-end provider
      of IT solutions, has materially lagged Fitch's expectations.

   -- Aggressive industry pricing environment for PCs and servers,
      particularly for the hyperscale server market.

   -- Limited financial flexibility to make significant
      acquisitions to fill product and service gaps that may arise
      as technologies evolve without adversely affecting the
      ratings.

RATINGS SENSITIVITIES

Negative rating actions could occur if: i) pre-dividend FCF margin
falls below 2% for a sustained period, ii) FFO adjusted leverage
exceeds 6x for a sustained period, iii) PC revenue declines
significantly, materially pressuring liquidity, profitability and
FCF generation, or iv) revenue growth is negative for an extended
duration, resulting in significant liquidity pressures.  Dell's
negative cash conversion cycle generates significant cash flow
usage from working capital in a declining revenue environment.

Positive rating actions could occur if: i) Revenue mix materially
shifts toward enterprise solutions, resulting in significant
operating profit margin expansion, reduced reliance on the
extremely competitive PC industry and lower financial performance
volatility due to a greater percentage of recurring revenue from
long-term contracts, such as IT services or software, or ii) FCF
is primarily used for debt reduction rather than acquisitions,
resulting in FFO adjusted leverage below 4x for a sustained
period.

Fitch has affirmed Dell's ratings as follows:

Dell
   -- Issuer Default Rating (IDR) at 'BB-'; and
   -- Senior unsecured notes and debentures at 'B+'.

Dell International

   -- Issuer Default Rating (IDR) at 'BB-';
   -- Senior secured revolving credit facility (RCF) at 'BB+';
   -- Senior secured loans at 'BB+'; and
   -- Senior secured notes at 'BB+';


DPX HOLDINGS: S&P Retains 'B' CCR Following Upsized Term Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Durham, N.C.-based pharmaceutical contract services provider DPx
Holdings B.V., including its 'B' corporate credit rating, are not
affected by the company's announcement that it will issue an
incremental $250 million first-lien term loan add-on to fund the
acquisition of Gallus BioPharmaceuticals.  S&P's rating on the
term loan remains 'B' with a '3' recovery rating, which indicates
S&P's expectation for meaningful (50%-70%) recovery in the event
of default.

The additional debt increases leverage to about 7.3x from around
6.7x, and the acquisition is consistent with S&P's expectation
that DPx will continue to be aggressive in pursuing consolidation
opportunities in this space.  While the addition of Gallus
improves DPx's scale in the fast-growing biologics segment,
business risk remains characterized by the company's narrow
business focus as a provider of services to the global
biopharmaceutical industry, barriers to entry that support the
market positions of incumbents, including DPx, and a highly
acquisitive growth strategy that has resulted in transformative
acquisitions over the last two years.  The transaction has no
impact on either S&P's "fair" business risk assessment or "highly
leveraged" financial risk assessment.

RATINGS LIST

DPx Holdings B.V.
Corporate Credit Rating            B/Stable/--
USD$1060M First-lien term ln       B
  Recovery rating                   3


DPX HOLDINGS: Moody's Affirms B2 Rating on $250MM Add-on Sr. Loan
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of DPx Holdings
B.V. (DPx, formerly known as JLL/Delta NewCo B.V. or Patheon),
including the B2 rating on the existing senior secured term loan
due 2021 following the proposed $250 million add-on. Net proceeds
from the incremental term loan will primarily be used to fund the
acquisition of Gallus BioPharmaceuticals (Gallus), a contract
manufacturing company specializing in biologics. The rating
outlook is stable.

"We are mindful of the long-term strong strategic rationale for
the Gallus transaction, such as the combination of complementary
product and service lines as well as benefits to DPx's existing
biologics business resulting from the expansion of biologics
capabilities and geographic footprint," stated John Zhao, Moody's
Vice President -- Senior Analyst. "However we view this
transaction as credit negative because of the increase in the
already significant execution risk associated with the on-going
substantial integration of DSM Pharmaceutical Products (DPP) into
Patheon." The initial increase in leverage resulting from the
current transaction, the anticipated weak free cash flow
generation over the next year and uncertainty around the company's
financial policy and appetite for additional debt-financed
acquisitions also remain important rating considerations. "The
ability to execute the integration plan and operational efficiency
initiatives in the next 12-18 months will be an important factor
in enabling DPx to keep leverage at acceptable levels for its
current rating," added Zhao.

The following ratings were affirmed:

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

  First lien revolving credit facility expiring 2019 at B2, LGD3

  First lien term loans due 2021 at B2, LGD3

  Senior unsecured notes due 2022 at Caa2, LGD5

Rating Rationale

DPx's B3 Corporate Family Rating reflects its high financial
leverage and the expectation that free cash flow will be negative
in the near term in part due to the costs associated with
integration and restructuring. The rating also reflects high
execution risks associated with the DPP merger and Gallus
acquisition, despite management's past track record of integrating
the Banner acquisition. Broader challenges in the contract
manufacturing industry, including overcapacity, pricing pressure
and inherent earnings volatility partly due to its significant
fixed cost structure, all constrain the rating.

Supporting the rating is the company's larger scale, enhanced
production capability and increased product offerings from
business combinations, which are important differentiating factors
in the contract manufacturing organization (CMO) industry. Moody's
also recognizes the steady operating and financial improvements
achieved at DPx's legacy CMO business. The rating is further
supported by Moody's expectation that the demand for contract
manufacturing services will grow over the long-term.

The rating outlook is stable, and incorporates Moody's expectation
that the company will maintain an adequate liquidity profile
despite significant upfront cash costs associated with integration
and restructuring activities. The stable outlook also reflects
Moody's expectation that DPx's margins will improve as a result of
savings from implementing operating efficiency initiatives and
restructuring efforts, and that the company achieves steady
deleveraging over the near-term.

Moody's could downgrade the ratings if the company is unable to
de-lever from the existing level, or if free cash flow remains
negative (exclusive of unusual items such as severance).
Deterioration of liquidity for any reason would also lead to a
downgrade.

Moody's could upgrade the ratings if the company is able to
materially improve profitability, reduce earnings volatility and
sustain debt to EBITDA below 5.0 times. Moody's would also need to
gain comfort that the company can successfully integrate the DPP
and Gallus businesses and operate with sustained positive free
cash flow.

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

DPx Holdings B.V. is a leading provider of commercial
manufacturing and pharmaceutical development services for branded
and generic prescription drugs to the pharmaceutical industry
globally as well as a provider of active pharmaceutical
ingredients to large biopharmas and crop protection and other
chemical industries.


E. H. MITCHELL: Files Third Amended Disclosure Statement
--------------------------------------------------------
According to E. H. Mitchell & Company, L.L.C.'s Third Amended
Disclosure Statement, the Debtor's Chapter 11 Plan proposes 100%
payment to all creditors.  The Debtor proposed to fund the plan
obligations from business income and the sale of some or all of
its immoveable properties.  Payments will be made to Unsecured
Creditors periodically until paid in full or paid in advance based
on unanticipated excess revenues or the sale of properties.  A
copy of the Third Amended Disclosure Statement is available for
free at: http://bankrupt.com/misc/EHMITCHELL_172_3ds.pdf

               About E. H. Mitchell & Company LLC

E. H. Mitchell & Company LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. La. Case No. 13-12786) on Oct. 8,
2013.  The case is assigned to Judge Jerry A. Brown.

The Debtor is represented by Robert L. Marrero, Esq., at Robert
Marrero, LLC, in New Orleans, Louisiana. The Debtor disclosed
$300,027,297 in assets and $1,281,148 in liabilities.

The petition was signed by Michael Furr, secretary/member.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed three members to the official committee of unsecured
creditors.


E. H. MITCHELL: Conversion/Dismissal Hearing Resumes Nov. 6
-----------------------------------------------------------
The Bankruptcy Court continued until Nov. 6, 2014, at 10:00 a.m.,
the hearing to consider U.S. Trustee's motion to convert the
Chapter 11 case of E. H. Mitchell & Company LLC to one under
Chapter 7 of the Bankruptcy Code.

At the hearing, the Court will also consider the objections filed
by the Debtor and creditor Ezkovich & Co., LLC, and reply filed by
creditor Reginald James Laurent.

In a supplemental memorandum, Mr. Laurent stated that since the
motion to convert/dismiss was filed, additional statutory grounds
to convert the case have been discovered, including:

   1) substantial or continuing loss to or diminution;

   2) failure to produce CMC's financial records;

   3) misrepresentation and gross mismanagement of the estate;

   4) unauthorized use of cash collateral;

   5) failure to file timely reports; and

   6) failure to confirm.

Mr. Laurent pointed out that since May 2014, the Debtor, in its
disclosure statements, has expressed the preference to be
dismissed rather than converted.  This change in tack demonstrates
deception and the delay tactics, according to Mr. Laurent.  Mr.
Laurent asks the Court to grant the U.S. Trustee's motion to
convert the case because dismissal will only cause delay and
further prejudice him.

               About E. H. Mitchell & Company LLC

E. H. Mitchell & Company LLC sought protection under Chapter 11 of
the Bankruptcy Code on Oct. 8, 2013, (Case No. 13-12786, Bankr.
E.D. La.).  The case is assigned to Judge Jerry A. Brown.

The Debtor is represented by Robert L. Marrero, Esq., at Robert
Marrero, LLC, in New Orleans, Louisiana. The Debtor disclosed
$300,027,297 in assets and $1,281,148 in liabilities.

The petition was signed by Michael Furr, secretary/member.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed three members to the official committee of unsecured
creditors.


EAGLE BULK: Incurs $44.66-Mil. Net Loss for Q2 Ended June 30
------------------------------------------------------------
Eagle Bulk Shipping Inc. filed its quarterly report on Form 10-Q,
disclosing a net loss of $44.66 million on $42.38 million of
revenues for the three months ended June 30, 2014, compared with a
net loss of $3.04 million on $44.24 million of revenues for the
same period in 2013.

The Company's balance sheet at June 30, 2014, showed $1.68 billion
in total assets, $1.22 billion in total liabilities, and
stockholders' equity of $464 million.

On March 19, 2014, the Company received waivers for the violation
of the maximum leverage ratio covenant under its Credit Agreement
as of Dec.31, 2013 and the expected violation of the maximum
leverage ratio and minimum interest coverage ratio covenants at
March 31, 2014.  The Waivers were extended through Aug. 5, 2014,
subject to certain conditions and the satisfaction of certain
milestones.  Given the uncertainty as to whether the Company would
be able to comply with the terms of the Waivers within the time
frames provided, the Company has concluded that there is
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/AZFac8

                    About Eagle Bulk Shipping

With headquarters in New York, Eagle Bulk Shipping Inc. (Nasdaq:
EGLE) provides ocean-borne transportation services for a broad
range of major and minor "dry bulk" cargoes, including iron ore,
coal, grain, cement, and fertilizer, along worldwide shipping
routes.  Each of Eagle's 45 vessels is flagged in the Marshall
Islands and owned by a separate wholly-owned subsidiary organized
as a limited liability company under the Marshall Islands.

On Aug. 6, 2014, Eagle Bulk entered into a restructuring support
agreement with certain of its lenders regarding the terms of a
balance sheet restructuring that will reduce debt by $975 million.

To implement the restructuring, Eagle Bulk, the parent company,
commenced a voluntary "prepackaged" chapter 11 case (Bankr.
S.D.N.Y. Case No. No. 14-12303).  The case has been assigned to
the Honorable Sean H. Lane.  The Chapter 11 filing does not
include any of Eagle Bulk's operating or management subsidiaries.

The Company estimated $850 million to $950 million in assets and
debt of $1.21 billion as of the Petition Date.

The Company has tapped Tyson M. Lomazow, Esq., and Matthew Brod,
Esq., at Milbank, Tweed, Hadley & McCloy LLP as general bankruptcy
counsel, Moelis & Company as financial advisor and investment
banking advisor, Alvarez & Marsal as restructuring advisors, and
PricewaterhouseCoopers LLP as its accountant and auditor.  Eagle
Bulk's noticing agent is Kurtzman Carson Consultants.

Wilmington Trust (London) Limited, solely in its capacity as
successor agent and security trustee under a 2012 credit
agreement, is represented by Andrew Rosenberg, Esq., at Paul Weiss
Rifkind Wharton & Garrison LLP.


EFUSION SERVICES: Creditors Seek Dismissal of Chapter 11 Case
-------------------------------------------------------------
Creditors John Dorsey, Thomas McCann and Anthony Maley submitted
on August 18, 2014, a closing brief in support for their motion
dismissing the bankruptcy case.

The creditors said dismissal is warranted because they alleged the
bankruptcy case was filed in bad faith.  The primary consideration
of bad faith, among others, is the withdrawal on the issue of
mismanagement of the EPS Entities by Messrs. Dorsey and McCann at
the trial.

Teh creditors allege that in the first eight months of the
bankruptcy case, the debtor has provided eight different
combination of reasons for the filing of the bankruptcy
proceeding. Some considerations were also taken by the creditors
of the evident bad faith of the debtor. Among them, the debtor has
only one asset. It has only a few unsecured creditors and that it
has no employees.

Dorsey et al. are represented by:

     Daniel J. Garfield, Esq.
     FOSTER GRAHAM MILSTEIN & CALISHER
     360 S. Garfield St., 6th Fl.
     Denver, CO 80209
     Tel:  (303) 333-9810
     Fax:  (303) 333-9786
     E-mail: dgarfield@fostergraham.com

                    About eFusion Services LLC

eFusion Services LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Colo. Case No. 13-30740) on Dec. 20, 2013.  The
petition was signed by Paul Lufkin, Manager of eFusion Management
LLC.  The Debtor disclosed total assets of $39 million and total
liabilities of $32.6 million, according to amended schedules filed
with the Court.  The Hon. Michael E. Romero presides over the
case.  The Debtor employed Powell Theune PC as its counsel.

Richard A. Weiland, the U.S. Trustee for Region 19, was not
able to form an Official Committee of Unsecured Creditors in the
bankruptcy case of eFusion Services LLC because there were too
few unsecured creditors who are willing to serve on the Committee.


eRESEARCH TECHNOLOGY: Moody's Alters Ratings Outlook to Negative
----------------------------------------------------------------
Moody's Investors Service affirmed eResearch Technology's ("ERT")
ratings. The Corporate Family rating was affirmed at B2, the
Probability of Default rating ("PDR") was affirmed at B2-PD and
the senior secured debt rating was affirmed at B1. The ratings
outlook was revised to negative from stable.

Ratings Rationale

"The recent interruption in revenue from its largest client will
likely drive EBITDA declines in 2014, leading to weakened
financial metrics and financial covenant tightness,"" said Edmond
DeForest, Moody's Senior Credit Officer.

The B2 corporate family rating ("CFR") reflects a small revenue
base below $250 million and financial leverage expected to rise
above 5.5 times. However, ERT's leading position in the niche
market for new drug trial subject cardiac safety and respiratory
efficacy testing and strong demand for its clinical trial services
leads to high revenue visibility from its backlog with a
concentrated set of leading pharmaceutical companies. A decision
by ERT's largest client to outsource its new clinical drug trials
entirely to contract research organizations ("CROs") will drive a
decline in revenues in 2014. However, Moody's expects work from
this client to resume through the designated CROs at or above
their prior volume in 2015. Moody's expects revenue to decline to
about $220 million in 2014, but to recover to about $250 million
in 2015, with debt to EBITDA returning to below 5 times. Free cash
flow expected to be about $15 million in 2014 is limited by the
interest burden from $73 million of 13% subordinated debt
(unrated). Additional rating pressure comes from expectations of
tightness in financial covenants. All financial metrics reflect
Moody's standard adjustments.

The negative rating outlook reflects Moody's concerns that the
large customer volume may be not replaced in full, or that it may
return more slowly than anticipated. A downgrade could occur if
revenue does not recover as Moody's expects, profitability
declines, or liquidity deteriorates . The ratings could be
upgraded if, through new products and services, ERT can
substantially grow and diversify its revenue base while
maintaining conservative financial policies, achieving levels of
profitability and free cash flow generation which cause Moody's to
expect debt to EBITDA to be maintained below 3.75 times.

Actions:

Issuer: eResearch Technology, Inc.

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Senior Secured, Affirmed B1

Outlook, Changed To Negative From Stable

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.

ERT is a provider of cardiac safety, respiratory efficacy and
electronic patient reported outcomes solutions to pharmaceutical
and healthcare organizations sponsoring or involved in the
clinical trial of new drugs owned by affiliates of Genstar
Capital. Moody's expects revenue of over $250 million and at least
$75 million of EBITDA in 2015.


ERF WIRELESS: Sells Angus Capital Debts to CP US Income and IBC
---------------------------------------------------------------
On Jan. 29, 2014, and on April 24, 2014, ERF Wireless, Inc.,
completed Settlement Agreements and Stipulation with CP US Income
Group, LLC, and IBC Fund, LLC, respectively, whereby in settlement
of $150,000, and $172,500 the Company owed to Angus Capital
Partners pursuant to a 2006 Note the Company had with Angus, the
Company agreed to allow (a) CP to purchase $150,000 of the Angus
Note from Angus; and (b) IBC to purchase $172,500 of the Angus
Note from Angus.

On Jan. 29, 2014, Angus sold to CP $142,500 of the $150,000 debt
that the Company owed to Angus pursuant to an agreement between
Angus and CP to purchase the $142,500 of debt.  On April 24, 2014,
Angus sold to IBC $150,000 of the debt that the Company owed to
Angus pursuant to an agreement between Angus and IBC to purchase
the $150,000 of debt.

In connection with the Claim Purchase Agreement CP, in the period
from Jan. 29, 2014, to Sept. 5, 2014, the Company issued an
aggregate of 522,000 common stock shares.  The 522,000 Shares were
issued at an average of $0.15 per share.  The issuance of the
522,000 Shares constitutes 5.57% of the Company's issued and
outstanding shares based on 9,366,523 shares issued and
outstanding as of Sept. 5, 2014.

In connection with the Claim Purchase Agreement IBC, in the period
from April 24, 2014, to Sept. 5, 2014, the Company issued an
aggregate of 1,330,000 common stock shares.  The 1,330,000 Shares
were issued at an average of $0.06 per share.  The issuance of the
1,330,000 Shares constitutes 14.2% of the Company's issued and
outstanding shares based on 9,366,523 shares issued and
outstanding as of Sept. 5, 2014.

                        About ERF Wireless

Based in League City, Texas, ERF Wireless, Inc., provides secure,
high-capacity wireless products and services to a broad spectrum
of customers in primarily underserved, rural and suburban parts of
the United States.

ERF Wireless reported a net loss attributable to the Company of
$7.26 million in 2013, a net loss attributable to the Company of
$4.81 million in 2012 and a net loss attributable to the Company
of $3.37 million in 2011.

The Company's balance sheet at June 30, 2014, showed $3.59 million
in total assets, $11.69 million in total liabilities and a $8.10
million total shareholders' deficit.


ELBIT IMAGING: Investment Agreement with Insightec Revised
----------------------------------------------------------
The period granted to Elbit Medical Technologies Ltd. and to the
existing shareholders of InSightec to notify InSightec if they
intend to purchase the shares of InSightec was extended until
Nov. 30, 2014, Elbit Imaging Ltd. disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission.

Elbit Imaging holds approximately 85% of the share capital of
Elbit Medical Technologies Ltd. which, in turn, holds
approximately 39.5% (34.5% on a fully diluted basis) of the share
capital in InSightec.

Under the Amendment to the Investment Agreements, the parties had
agreed to extend the period for the exercise of the investment
right granted to that certain international company as specified
in the Company's report dated June 29, 2014, and to expand it to
include an affiliate thereof, such that the Potential Investors
have the option to purchase, by Sept. 15, 2014, a total of
6,444,404 Series D preferred shares of InSightec, which represent
approx. 5% of the share capital of InSightec on a fully diluted
basis, in consideration for a total payment of U.S. $12.5 million.

                       About Elbit Imaging Ltd.

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

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

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

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

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

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

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


ENERPULSE TECHNOLOGIES: Has $1.46-Mil. Net Loss in Second Quarter
-----------------------------------------------------------------
Enerpulse Technologies, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $1.46 million on $93,365 of sales
for the three months ended June 30, 2014, compared with a net loss
of $752,317 on $113,094 of sales for the same period last year.

The Company's balance sheet at June 30, 2014, showed
$2.85 million in total assets, $1.53 million in total liabilities,
$300,000 in puttable common stock and stockholders' equity of
$1.02 million.

The Company reported a net loss of $2.17 million for the six
months ended June 30, 2014 and anticipates a net loss for the
remainder of 2014.  The Company also used net cash in operations
of approximately $1.51 million for the six months ended June 30,
2014 and has working capital of approximately $1.77 million at
June 30, 2014.  As a result of the Company's losses from
operations, cash flows used in operations and limited liquidity,
the Company's independent registered public accounting firm's
report on the Company's consolidated financial statements as of
and for the year ended Dec. 31, 2013 includes an explanatory
paragraph stating that these conditions 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/0lkd8N

Enerpulse Technologies, Inc., through its wholly-owned subsidiary,
Enerpulse, Inc., designs, develops, manufactures, and markets an
energy and efficiency enhancing product in the automotive industry
under the Pulstar brand name.  The company provides capacitor-
based precise combustion ignition (PCI) technology, which enhances
spark-ignited internal combustion (IC) engines in the areas of
horsepower, torque, fuel economy, acceleration, combustion
stability, and emissions.  It offers PCI pulse plugs for the
natural gas IC engine, automotive OEM, and automotive and power
sports aftermarkets.  The company is headquartered in Albuquerque,
New Mexico.


FHC HEALTH: S&P Affirms 'B' CCR & Rates Acquisition Financing 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit rating on FHC Health Systems Inc.  The outlook is
stable.

S&P also assigned the company's $415 million senior secured credit
facilities its 'B+' debt ratings with '2' recovery ratings.  The
'2' recovery rating indicates S&P's expectation that lenders could
expect substantial recovery (70%-90%) in the event of a payment
default.  All existing FHC debt will be repaid.

"The ratings on FHC reflect the company's market position as the
largest independent behavioral health management company in the
U.S. based on covered lives, and the company's financial sponsor
ownership and aggressive financial policies.  Pro forma leverage
for the transaction will be 3.8x (on Standard & Poor's basis) and
3.0x (on the company's basis)," said credit analyst James Sung.

The stable outlook reflects S&P's view that Beacon/VO merger will
result in stronger size/scale and slightly better client
concentrations which should support steadier operating results and
debt repayment according to plan.

Downside scenario

S&P could consider lowering the rating if the company significant
raises debt and/or revenue growth falls significantly short of
expectations and operating margins contract, thereby increasing
leverage to 5.0x or above on a sustained basis.  The loss of one
or two key clients over the next 12 months, coupled with medical
cost pressure, would be one potential downside scenario.

Upside scenario

Rating upside over the next 12 months is limited based on the
newness of the merger.  However, S&P would consider an upgrade
over the long-term if the company's merger is executed with no
integration issues that cause business and/or financial stress.
In addition, an upgrade would consider whether the company can
grow and diversify its business profile, improve EBITDA margins
and improve client concentrations.  Debt leverage would also need
to be maintained below 4x on a sustained basis.


FTE NETWORKS: SEC Suspends Trading of Common Stock Temporarily
--------------------------------------------------------------
The U.S. Securities and Exchange Commission, via Release
No. 72872, on Aug. 20, 2014, ordered for the commencement of an
administrative proceeding against FTE Networks, Inc., at a to be
determined time and place.  The Commission alleged that FTE
Networks failed to comply with Exchange Act Section 13(a) and
Rules 13a-1 and 13a-13 thereunder.  In connection with the
foregoing, the Commission announced the temporary suspension of
trading in the securities of the Company, terminating at 11:59
p.m. EDT on Sept. 3, 2014.

The Company does not intend to contest the allegations.  Upon
completion of the independent auditor's audit of the financial
statements, the Company said it intends to expeditiously file a
Registration Statement on Form 10 with the Commission to satisfy
the requirements related to maintaining current and accurate
information.  The Company will continue conducting its normal
course of business during the audit and registration process.

                       About FTE Networks, Inc.

FTE Networks, formerly known as Beacon Enterprise Solutions Group,
Inc., is a vertically integrated company with an international
footprint.  Since its inception, FTE Networks has steadily
advanced its management, operational and technical capabilities to
become a leading provider of services to the telecommunications
and wireless sector with a focus on turnkey solutions.  FTE
Networks provides a comprehensive array of services centered on
quality, efficiency and customer service.

Beacon Enterprise's balance sheet at June 30, 2012, showed $7.3
million in total assets, $8.8 million in total liabilities, and a
stockholders' deficit of $1.5 million.

For the nine months ended June 30, 2012, the Company incurred a
net loss of $5.9 million, which included a non-cash impairment of
intangible assets of $2.1 million and other non-cash expenses
aggregating $1.9 million.  Cash used in operations amounted to
$1.0 million for the nine months ended June 30, 2012.  As of
June 30, 2012, the Company's accumulated deficit amounted to $42.6
million, with cash and cash equivalents of $75,000 and a working
capital deficit of $4.9 million.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in its quarterly report for the
period ended June 30, 2012.


FLEETCOR TECHNOLOGIES: Moody's Assigns 'Ba3' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service has assigned first-time corporate family
and probability of default ratings ("CFR" and "PDR", respectively)
of Ba3 and Ba3-PD, respectively, to FleetCor Technologies
Operating Company, LLC ("FleetCor"). Moody's also assigned Ba3
ratings to the $1 billion domestic revolver, $35 million
international revolver, $1.7 billion senior secured Term Loan A
and $1.05 billion senior secured Term Loan B. The rating outlook
is stable.

The proceeds from the financing will be used to help fund the
acquisition of Comdata Inc. ("Comdata") from Ceridan LLC for about
$3.4 billion and to repay existing debt. The assigned ratings are
subject to review of final documentation and no material change in
the terms and conditions of the transactions.

Ratings Rationale

The Ba3 CFR reflects FleetCor's size and scale as a leading global
provider of fuel cards with the largest U.S. fleet card network
following the acquisition of Comdata. The rating is supported by a
recurring transaction-based revenue model which leads to steady
and high levels of profitability (mid to high 30% operating
margins) and annual free flow cash flow which should exceed $700
million by the end of 2015. Moody's expects adjusted pro forma
leverage to decrease to below 4 times during 2015.

At the same time, the rating also reflects the highly acquisitive
nature of FleetCor which has spurred rapid revenue growth to about
$1.7 billion in 2014 (pro forma for the Comdata acquisition) from
$520 million in 2011. Moody's believes that FleetCor will continue
to engage in a "roll up" acquisition strategy globally to support
revenue and earnings growth. Moody's views the long term financial
leverage profile as uncertain given FleetCor's growth objectives
and the possibility of share buybacks to offset dilution and/or
combat the potential for slowing organic growth. Accordingly, the
Ba3 rating incorporates some cushion for event risk and Moody's
expectation of sustained leverage under 4 times.

The stable outlook reflects Moody's expectation that FleetCor will
generate at least mid-single digit annual revenue growth and
steady cash flow. Operating performance will likely be buoyed by
an increase in trucking miles consistent with Moody's projected
U.S. GDP growth of 3% in 2015, the ongoing shift to payment cards
from cash and checks, and international expansion.

The Ba3 CFR could be upgraded if adjusted debt to EBITDA falls to
the low 3 times range, combined with an increase in market share
through organic revenue growth while maintaining profit margins.
The ratings could be downgraded with declines in revenue and
profits, increased customer or merchant partner churn, poor
execution, or heightened competition. In addition, negative rating
pressure could arise from higher financial leverage (in excess of
4.5x on a Moody's adjusted basis) for an extended period of time.

The following first-time ratings/assessments were assigned:

  Corporate Family Rating -- Ba3

  Probability of Default Rating -- Ba3-PD

  Senior Secured Revolving Credit Facility -- Ba3 (LGD3)

  Senior Secured Term Loan A -- Ba3 (LGD3)

  Senior Secured Term Loan B -- Ba3 (LGD3)

  Speculative Grade Liquidity Rating of SGL-2

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.

FleetCor is a leading global provider of fuel cards and workforce
payment solutions.


G-MART USA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: G-Mart USA Corp.
        2878 NE 2nd Drive
        Homestead, FL 33033

Case No.: 14-30333

Chapter 11 Petition Date: September 10, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Hon. Laurel M Isicoff

Debtor's Counsel: Richard R Robles, Esq.
                  LAW OFFICES OF RICHARD R. ROBLES, P.A.
                  905 Brickell Bay Dr #228
                  Miami, FL 33131
                  Tel: (305) 755-9200
                  E-mail: rrobles@roblespa.com

Total Assets: $1.31 million

Total Liabilities: $1.25 million

The petition was signed by Antonio Ballesteros, director.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb14-30333.pdf


GLOBAL COMPUTER: Selling Assets to Govt. Agencies for $23.5MM
-------------------------------------------------------------
Global Computer Enterprises, Inc., seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Virginia, Alexandria
Division, to sell, through a private sale, substantially all of
their assets for a total purchase price of $23,500,000.

The Debtor relates that its prepetition sale process resulted in
two bids from the U.S. Department of Labor and U.S. General
Services Administration to purchase substantially all of the
Debtor's equipment and intellectual property and transition the
Debtor's work force to a new vendor to support the government
going forward for an aggregate cash consideration of approximately
$23.5 million.

Through the DOL Contract, DOL is purchasing certain of GCE's
financial management solutions (collectively, the "FMS"),
including but not limited to: various interfaces, licenses,
servers, and documentation.  DOL is purchasing the DOL
Deliverables for a total purchase price of $5.25 million.  On Aug.
26, 2014, the Debtor received payment of $3.0 million, and on
Sept. 2, received an additional $250,000.

Through the GSA Contract, GSA will purchase and obtain ownership
of those remaining portions of the FMS that are necessary to
operate the NCFMS, including equipment, software, IP, ancillary
materials, and other deliverables not already procured by DOL
under the DOL Contract.  The total purchase price for the GSA
Deliverables is $18.25 million.

                   About Global Computers

Global Computer Enterprises, Inc., dba GCE, is a cloud-based
"software as a service" provider, commonly referred to as a
"SAAS," offering financial management solutions primarily to
executive departments of the federal government and independent
federal government agencies.  GCE sought protection under Chapter
11 of the Bankruptcy Code (Case No. 14-13290, Bankr. E.D. Va.) on
Sept. 4, 2014.  The case is assigned to Judge Robert G. Mayer.

The Debtor's counsel is David I. Swan, Esq., at McGuirewoods LLP,
in McLean, Virginia.  The Debtor's financial advisor is Weinsweig
Advisors.  The petition was signed by Mike Freeman, interim chief
operating officer.

Judge Mayer designated Mike Freeman to perform duties imposed upon
GCE by the Bankruptcy Code.


GLOBAL COMPUTER: Lists $13.8MM in Assets, $2.4MM in Debt
--------------------------------------------------------
Global Computer Enterprises, Inc., has $13,877,989 in assets, and
$2,419,880 in liabilities, composed of $416,153 in unsecured
priority claims and $2,003,727 in unsecured nonpriority claims,
according to its schedules of assets and liabilities filed with
the U.S. Bankruptcy Court for the Eastern District of Virginia,
Alexandria Division.  Full-text copies of the Schedules are
available at http://bankrupt.com/misc/GLOBALCOMPUTERsal.pdf

                   About Global Computers

Global Computer Enterprises, Inc., dba GCE, is a cloud-based
"software as a service" provider, commonly referred to as a
"SAAS," offering financial management solutions primarily to
executive departments of the federal government and independent
federal government agencies.  GCE sought protection under Chapter
11 of the Bankruptcy Code (Case No. 14-13290, Bankr. E.D. Va.) on
Sept. 4, 2014.  The case is assigned to Judge Robert G. Mayer.

The Debtor's counsel is David I. Swan, Esq., at McGuirewoods LLP,
in McLean, Virginia.  The Debtor's financial advisor is Weinsweig
Advisors.  The petition was signed by Mike Freeman, interim chief
operating officer.

Judge Mayer designated Mike Freeman to perform duties imposed upon
GCE by the Bankruptcy Code.


GUIDED THERAPEUTICS: Gets $200K Investment Commitment From ITEM
---------------------------------------------------------------
Guided Therapeutics, Inc., disclosed that its Turkish distributor,
ITEM Medical Technologies Group has committed to invest $200,000
in a private placement of Guided Therapeutics' common stock.

Pursuant to the private placement, the Company will issue ITEM
651,042 shares of common stock priced at $0.3072 per share and a
warrant to purchase an additional 325,521 shares.  The warrants
will have at issuance a five-year term, an exercise price per
share of $0.4608, and be subject to a mandatory exercise provision
should the average trading price of the Company's common stock
over any 30 consecutive day trading period exceed $0.9216.  The
Company expects to use the net proceeds from the private placement
for efforts to achieve FDA approval for the Guided Therapeutics
LuViva(R) Advanced Cervical Scan, to increase manufacturing and
international sales of LuViva, to enhance the Company's
intellectual property portfolio, and other related corporate
purposes.

Should ITEM's total investment reach $2 million by the end of
2015, ITEM will receive the right to have a designee appointed to
the Company's board of directors, and nominated by the board for
reelection at subsequent annual meetings.

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

Guided Therapeutics reported a net loss attributable to common
stockholders of $10.39 million on $820,000 of contract and grant
revenue for the year ended Dec. 31, 2013, as compared with a net
loss of $4.35 million on $3.33 million of contract and grant
revenue during the prior year.

UHY LLP, in Sterling Heights, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company's recurring losses from operations and accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.

                         Bankruptcy Warning

"The Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised by the end of 2014, the Company has plans
to curtail operations by reducing discretionary spending and
staffing levels, and attempting to operate by only pursuing
activities for which it has external financial support and
additional NCI, NHI or other grant funding.  However, there can be
no assurance that such external financial support will be
sufficient to maintain even limited operations or that the Company
will be able to raise additional funds on acceptable terms, or at
all.  In such a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate
and/or file for bankruptcy protection," the Company stated in the
Form 10-Q for the quarter ended March 31, 2014.


GLOBALINK LTD: Reports $11,856 Net Loss in June 30 Quarter
----------------------------------------------------------
Globalink, Ltd., filed its quarterly report on Form 10-Q,
disclosing a net loss of $11,856 on $107,627 of revenue for the
three months ended June 30, 2014, compared to a net loss of
$35,010 on $47,750 of revenue for the same period last year.

The Company's balance sheet at June 30, 2014, showed
$1.77 million in total assets, $861,252 in total liabilities and
total stockholders' equity of $905,338.

As of June 30, 2014, the Company has an accumulated deficit of
$204,055 since inception.  Its ability to continue as a going
concern depends upon whether it develops profitable operations and
continues to raise adequate financing.

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

                       http://is.gd/D1kQ3i

Globalink, Ltd., provides Internet hotel booking services for
travel agents in Vancouver, Toronto, Calgary, and Montreal in
Canada. The company offers a proprietary online hotel booking
program for connecting users with available rooms in hotels
worldwide.  Globalink, Ltd. was founded in 2006.


GLOBEIMMUNE INC: Incurs $5.71-Mil. Net Loss in June 30 Quarter
--------------------------------------------------------------
GlobeImmune, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $5.71 million on $1.73 million of total
revenue for the three months ended June 30, 2014, compared to a
net income of $1.08 million on $4.22 million of total revenue for
the same period last year.

The Company's balance sheet at June 30, 2014, showed $10.21
million in total assets, $29.96 million in total liabilities,
Series C redeemable convertible preferred stock of $70.01 million,
Series D redeemable convertible preferred stock of $13.6 million,
Series E redeemable convertible preferred stock of $24.32 million,
Series A redeemable convertible preferred stock of $16.22 million,
Series B redeemable convertible preferred stock of $70.41 million
and total stockholders' deficit of $214.3 million.

The Company will be required to fund future operations through the
sale of its equity securities, issuance of convertible debt,
potential milestone payments if achieved and possible future
collaboration partnerships.  There can be no assurance that
sufficient funds will be available when needed from equity or
convertible debt financings, that milestone payments will be
earned or that future collaboration partnerships will be entered
into.  If the Company is unable to obtain additional funding from
these or other sources when needed, or to the extent needed, it
may be necessary to significantly reduce its current rate of
spending through reductions in staff and delaying, scaling back,
or stopping certain research and development programs.
Insufficient liquidity may also require the Company to relinquish
greater rights to product candidates at an earlier stage of
development or on less favorable terms to it or its stockholders
than it would otherwise choose.  These events could prevent the
Company from successfully executing on its operating plan and
could raise substantial doubt about the Company's ability to
continue as a going concern in future periods.

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

                       http://is.gd/PfaEoX

GlobeImmune Inc. operates as a biopharmaceutical company.  The
company develops and manufactures Tarmogens, a molecular
immunotherapy vaccine for the treatment of cancer and infectious
diseases.  Its products include GI-4000 for pancreas, non-small
cell lung, colorectal, endometrial, and ovarian cancers, as well
as melanoma and multiple myeloma; GI-6207 for the treatment of
human epithelial cancers, including non-small cell lung cancer,
colorectal, pancreas, breast, gastric, and medullary thyroid
cancers; GI-6301, a Tarmogen used for the treatment of lung,
breast, colon, bladder, kidney, ovary, uterus, and prostate
cancers; and GS-4774 a therapeutic vaccine for chronic HBV
infection.  GlobeImmune, Inc., was formerly known as Ceres
Pharmaceuticals, Inc. and changed its name to GlobeImmune Inc. in
2001.  The company was founded in 1995 and is based in Louisville,
Colorado.


GLYECO INC: Amends 36.3 Million Shares Resale Prospectus
--------------------------------------------------------
Glyeco, Inc., amended its registration statement with the U.S.
Securities and Exchange Commission relating to the sale of up to
an aggregate of 36,344,824 shares of its issued and outstanding
common stock by Alvin Fund, Alpha Capital, Byron A. Allen, Jr., et
al.  The Company amended the Registration Statement to delay its
effective date.

The selling stockholders may offer the shares of the Company's
common stock at prevailing market prices at the time of sale, at
prices related to the prevailing market price, at varying prices
determined at the time of sale or at negotiated prices.

The Company is not offering any shares of common stock for sale
under this prospectus, and the Company will not receive any
proceeds from sales of shares of its common stock by the selling
shareholders.

The Company's common stock is traded on the OTCQB under the symbol
"GLYE."  On Aug. 29 , 2014, the closing bid price for the
Company's common stock as reported on the OTCQB was $0.75 per
share.

A copy of the Form S-1/A is available for free at:

                       http://is.gd/TCrCy8

                        About GlyEco, Inc.

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

GlyeCo reported a net loss of $4.01 million in 2013, a net loss of
$1.86 million in 2012, and a net loss of $592,171 in 2011.

The Company's balance sheet at June 30, 2014, showed $15.56
million in total assets, $2.92 million in total liabilities and
$12.64 million in total stockholders' equity.

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


GORDON PROPERTIES: Replies to FOA's Motion to Consolidate Case
--------------------------------------------------------------
Gordon Properties, LLC, has filed a response to First Owners'
Association of 4600 Condominium, Inc.'s motion to substantially
consolidate Chapter 11 case.

The Debtor submits that further evidence should be permitted on
First Owners' Association of 4600 Condominium, Inc.'s (FOA) veil
piercing theory in conjunction with an analysis of the Stone
factors for substantive consolidation.  Gordon Properties states
that it should receive specific notice of what parts of the record
will be judicially noticed and that upon presentation of all the
evidence the parties have an opportunity to argue the facts as
applied to the proper legal standard.

FOA filed its Motion for substantive consolidation of the
bankruptcy estates of Gordon Properties, LLC, and Condominium
Services, Inc. ("CSI") on May 5, 2010.  Gordon Properties filed an
opposition and the matter was set for an evidentiary hearing on
August 22, 2011.  Gordon Properties filed a motion in limine that
FOA's attempt to hold Gordon Properties liable on the CSI state
court judgment by virtue of a veil piercing theory was barred by
collateral estoppel resulting from certain state court litigation.
This Court heard the motion in limine, but deferred ruling on the
Motion.

Following an evidentiary hearing, this Court denied the Motion for
substantive consolidation, finding that FOA had not met its burden
of proving the elements of substantive consolidation.  This Court
further found as "a final, relatively unique consideration" that
FOA should not be permitted to achieve in this Court what it was
unable to achieve in the state court litigation.  FOA appealed.

On September 5, 1012, the United States District Court for the
Eastern District of Virginia reversed and remanded the case "for
further proceedings consistent with the Memorandum Opinion."
Gordon Properties filed a Motion for Rehearing to Alter or Amend
the Judgment identifying the following factual issues which should
be amended based on the record before the District Court: (i)
issue as to the timing of the disputed assessment; (ii) issue as
to whether either Gordon Properties or FOA prevailed on any issue
before the state court; (iii) FOA's notice of appeal; (iv)
misstatements as to the history with CSI; and (v) misstatements of
the procedural history.  Before the District Court ruled on this
Motion, the entire case was stayed.  On January 3, 2014, the stay
was lifted and on March 14, 2014, the District Court issued an
Order denying the Motion to Rehear/Alter/Amend finding that the
"factual misstatements were not material to the Court's merits
determination, nor would the corrections proposed by appellee at
all change the fundamental reasoning in the Memorandum Opinion."
District Court Order, March 14, 2014.  Gordon Properties'
subsequent appeal to the Fourth Circuit Court of Appeals was
dismissed as premature.

                  About Gordon Properties, LLC

Alexandria, Va.-based Gordon Properties, LLC, owns 39 condominium
units in The 4600 Condominium, a high-rise apartment building with
both residential and commercial units.  Gordon Properties'
ownership of these condos represents about a 20% interest in the
Forty Six Hundred Condominium project -- http://foa4600.org/--
in
Alexandria.  Gordon also owns all of the equity of a subsidiary,
Condominium Services, Inc., which operates as a condominium
management company.

Gordon Properties is owned by related family members, Bryan Sells,
Mr. Sells' sister, Elizabeth Greenwell, and his cousins, Lindsay
Wilson and Julia Langdon.  The company was created in 2002 to take
title to the Condo Units which had been held in a trust that was
created under the will of Bryan Gordon following his death.  Bryan
Gordon was the grandfather of the four members of the Debtor.

Gordon Properties sought Chapter 11 protection (Bankr. E.D. Va.
Case No. 09-18086) on Oct. 2, 2009, and is represented by Donald
F. King, Esq., at Odin, Feldman & Pittleman PC in Fairfax, Va.
Gordon Properties disclosed $11,149,458 in assets and $1,546,344
in liabilities.

Condominium Services filed its chapter 11 petition (Bankr. E.D.
Va. 10-10581) on Jan. 26, 2010.  It scheduled one creditor, the
condominium association, with a disputed claim of $436,802.00.
The association filed a proof of claim asserting a claim of
$453,533.12.  A second proof of claim was filed by the Internal
Revenue Service for $1,955.45.  According to its schedules, if
both claims are allowed, it has a net deficit of about $426,900.
CSI is wholly owned by Gordon Properties.

In February 2012, Judge Mayer denied the motion of the association
to substantively consolidate the chapter 11 bankruptcy cases of
Gordon Properties and Condominium Services, Inc., the condominium
management company.

Gordon Properties and CSI opposed the motion.  The two cases were
previously administratively consolidated.


HD SUPPLY: Posts $48 Million Net Income in Second Quarter
---------------------------------------------------------
HD Supply, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report disclosing net income of $48
million on $2.44 billion of net sales for the three months ended
Aug. 3, 2014, compared to a net loss of $72 million on $2.23
billion of net sales for the three months ended Aug. 4, 2013.

For the six months ended Aug. 3, 2014, the Company reported net
income of $36 million on $4.60 billion of net sales compared to a
net loss of $203 million on $4.28 billion of net sales for the six
months ended Aug. 4, 2013.

"I am very pleased with our execution in the second quarter,"
stated Joe DeAngelo, CEO of HD Supply.  "We delivered strong
organic sales and earnings growth and remain cautiously optimistic
about what seems to be improving end markets."

As of Aug. 3, 2014, HD Supply had $6.71 billion in total assets,
$7.41 billion in total liabilities and a $701 million total
stockholders' deficit.

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

                       http://is.gd/2IU66v

                  Kathleen Affeldt Named Director

On Sept. 5, 2014, the board of directors of HD Supply Holdings,
Inc., accepted the resignation of Mr. Brian A. Bernasek from the
Board and related responsibilities on the executive committee to
allow for the appointment of a new independent director.

On the same date, upon recommendation from the nominating and
corporate governance committee of the board of directors of HD
Supply Holdings, Inc., the board of directors of Holdings and HD
Supply, Inc., appointed Kathleen J. Affeldt to the Board and to
the Board's Compensation Committee.  The Board has determined that
Ms. Affeldt is an independent director under the applicable
independence requirements of the NASDAQ Stock Market and the
Securities Exchange Act of 1934.  The appointment is effective
Sept. 5, 2014.  Ms. Affeldt will serve as a Class I director of
Holdings, which class will stand for re-election at the 2017
annual meeting of shareholders.

Ms. Affeldt, age 65, most recently served as vice president of
human resources at Lexmark International, a position she held from
1996 until her retirement in 2003.  She joined Lexmark as a
director of human resources in 1991 when it was formed as a result
of a buy-out from IBM.  Ms. Affeldt began her career at IBM in
1969, specializing in sales of supply chain systems.

Ms. Affeldt will participate in Holdings' standard outside
director compensation program, including a pro-rated annual equity
retainer based on the date she joined the Holdings' board of
directors, under the same terms and conditions.

There are no family relationships between Ms. Affeldt and any
officer or other director of the Company or any related party
transactions involving Ms. Affeldt, the Company disclosed with the
SEC.

                         About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

HD Supply reported a net loss of $218 million for the fiscal year
ended Feb. 2, 2014, a net loss of $1.17 billion for the fiscal
year ended Feb. 3, 2013, and a net loss of $543 million for the
year ended Jan. 29, 2012.

                           *     *     *

As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3
from Caa1 and its probability of default rating to B3 from Caa1.
"This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017," Moody's said.

HD Supply carries a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.


HIGHWAY 82/FANNIN: 5th Cir. Won't Reinstate Suit Against Lender
---------------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit affirmed the
dismissal of Highway 82/Fannin Joint Venture's adversary
bankruptcy proceeding claim for declaratory relief against Capital
One Bank.

The Joint Venture took an appeal from the dismissal order, arguing
that it has set forth a claim for relief under a theory of quasi-
estoppel.

"We affirm for the reasons articulated by the district court in
affirming the bankruptcy court's dismissal of the Joint Venture's
complaint under Rule 12(b)(6). The allegations of the complaint,
taken as true, do not state a claim for relief that is plausible
on its face," the Fifth Circuit held.

On July 7, 2006, Mark Ragon executed a promissory note in favor of
Capital One in the principal amount of $340,000. On that same day,
Ragon executed a deed of trust providing Capital One a lien on a
243 acre parcel of property. The Deed of Trust contained a cross-
collateralization clause whereby the property served as additional
collateral for any and all obligations owed by Ragon to Capital
One, whether then existing or thereafter arising.

On January 3, 2007, the Joint Venture executed a promissory note
in favor of Ragon in the principal amount of $340,000 for the
purchase of the property. The Joint Venture was aware of the
bank's prior lien on the property and the cross-collateralization
provision in the Deed of Trust. Later, the bank became aware that
Ragon had transferred the property to the Joint Venture. The Joint
Venture made all its payments to Ragon but, at some point, Ragon
defaulted on his obligations to the bank and the bank initiated
foreclosure proceedings on the property.

The Joint Venture filed a petition for relief under Chapter 11 of
the Bankruptcy Code on December 15, 2011 to prevent the
foreclosure.  The Joint Venture initiated the adversary bankruptcy
proceeding seeking a declaratory judgment that it is entitled to a
release of the bank's lien on the property based on quasi estoppel
under Texas law.  The district court affirmed the order of the
bankruptcy court dismissing Highway 82/Fannin's adversary
proceeding for failure to state a claim under Federal Rule of
Civil Procedure 12(b)(6) because there was no plausible claim for
relief under a theory of quasi estoppel.

The case is, HIGHWAY 82/FANNIN JOINT VENTURE, Appellant, v.
CAPITAL ONE BANK, Appellee, NO. 13-41146 (5th Cir.).  A copy of
the Fifth Circuit's September 9, 2014 decision is available at
http://tinyurl.com/kmgqpl8fro Leagle.com.

Highway 82 / Fannin Joint Venture filed for Chapter 11 bankruptcy
(Bankr. E.D. Tex. Case No. 11-43658) on Dec. 5, 2011, listing
under $1 million in both assets and liabilities.  A copy of the
petition is available at http://bankrupt.com/misc/txeb11-43658.pdf
It is represented by Dennis Olson, Esq. -- denniso@dallas-law.com


HRK HOLDINGS: Seeks to Auction Real Estate Property on Oct. 2
-------------------------------------------------------------
U.S. Bankruptcy Judge K. Rodney May has approved the bid
procedures of HRK Holdings, LLC, and HRK Industries, LLC, related
to the solicitation of offers with respect to the sale of all or
individual parcels of real property.

The bid deadline is set on Sept. 30, 2014, at 5:00 p.m. (Eastern
Time).  If more than one qualified bid is received on the bid
deadline, the auction will take place on Oct. 2, 2014, at 10:00
a.m. (Eastern Time).  The Court will conduct a sale hearing on
Oct. 6, 2014, at 9:30 a.m.

On the Petition Date, HRK Holdings, LLC owned approximately 675
contiguous acres of real property in Manatee County, Florida.
Approximately 350 acres of the Property accommodates a
phosphorgypsum stack system, or "Gypstacks", a portion of which
was used as an alternate disposal area for the management of
dredge materials pursuant to a contract with and as authorized by
a permit with Port Manatee.  The remaining acres of usable land
were either leased to various tenants or available for sale.

The Debtors determined it would be in their best interest to
market portions of the Property for sale.  To date, the Debtors
have filed four separate motions to approve the sale of portions
of the Property.  The Court has approved those sales and the
transactions have closed.  After closing on the Prior Sales, the
Debtors have the Gypstack Property and approximately 220 acres of
the non-Gypstack Property remaining and available for sale.

The Debtors' Property is encumbered by liens and security
interests of Regions Bank as well as other consensual liens,
mechanic liens, and easements.

The Debtors desire to sell some or all of the Remaining Property
to a third party pursuant to an Asset Purchase Agreement.
Although the Debtors do not have an offer to purchase the
Remaining Property, the Debtors believe that the value of their
assets would be maximized by an Auction within the next 30 days.

HRK Holdings desires to sell all or individual parcels of the
Remaining Property at auction for the minimum bid prices, subject
to higher and better offers.  Although Regions Bank maintains its
right to credit bid, Regions has approved each of the minimum bid
prices for offers to purchase the entirety of anyone or an of
Parcels A-E.

(a) Parcel A - $60,000 per gross acre; 38.26 acres
(b) Parcel B - $35,000 per gross acre; 40.95 acres
(c) Parcel C - $60,000 per gross acre; 8.32 acres
(d) Parcel D - $50,000 per gross acre; 105.21 acres
(e) Parcel E - $25,000 per gross acre; 41.47 acres
(f) Parcel F - $25,000 per gross acre; 347.07 acres

Parcels D, E, and F contain certain components of a gypstack
system that may not be altered without the prior consultation and
approval of Florida Department of Environmental Protection (DEP).
The gypstack system is subject to existing environmental permits,
plans, administrative agreements, settlement agreements, and
consent orders with the DEP, copies of the majority of which are
available in the Data Room, and an of which are available upon
request from the DEP.  The DEP retains regulatory control and
oversight over any activity which may affect the integrity ofthe
gypstack system components or their existing environmental
protection measures (e.g. the cover, drainage, liners, monitoring
system, or leachate and stormwater controls).

An offer to purchase the Remaining Property at the minimum bid
prices would represent the highest and best offer for the
Remaining Property (which economic value will be market tested by
a fair and open Auction).  The Debtors will continue to market the
Remaining Property up until the Bid Deadline by continuing to
engage prospective purchasers in bidding for the Remaining
Property and providing parties with continued access to a data
room of confidential information on the Remaining Property to all
Qualified Bidders.  In this way, the Debtors intend to maximize
the number of participants who may participate as purchasers at
the Auction and thereby maximize the value to be achieved from the
sale of the Remaining Property.

The Debtors will implement procedures to solicit offers for the
remaining Property prior to the Auction.  Although a stalking
horse bidder has not been selected with respect to the Remaining
Property, the proposed bid procedures allow the Debtors to select
a stalking horse bidder at a later date.

The Debtors believe that the Bidding Procedures will assist in
determining the highest and best offer to the Debtor for the sale
of the Remaining Property.

Regions has conditioned additional advances under the existing DIP
facility on receiving the first dollars from the net proceeds of
all future real property sales, in the amount of DIP loans or
additional advances made after April 21, 2014.  DEP has consented
to Regions receiving the first dollars from net proceeds provided
that the amounts to be advanced do not exceed $1.15 million unless
increased by mutual agreement of Regions, DEP, and the Debtors.
Thereafter, Regions and the FDEP require that the net proceeds of
future property sales shall be split between Regions and the Long
Term Care Trust Fund until Regions indebtedness has been paid in
full.  The Long Term Care Trust Fund was established pursuant to
the Fourth DIP Facility Financing Order, under which the Debtors
established a line of credit from funds made available upon
closing of recent sales of real property to address certain long-
term case issues with respect to the maintenance of the Gypstacks.
In exchange for funding of the Long Term Care Trust Fund from
those recent sales, DEP provided those certain covenants not to
sue and releases to the purchasers of HRK's property.  In
consideration of the additional funding to the Long Term Care
Trust Fund from future sales described above, DEP has agreed to
provide the DEP Covenants to future purchasers of the Remaining
Property.

                           About HRK Holdings

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., and Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, P.A., represents the Debtors.

HRK Holdings disclosed $33,366,529 in assets and $26,092,559
in liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.

HRK Holdings is selling real property assets to Allied Universal
Corp. and Mayo Fertilizer, Inc.  The Court allowed HRK and the
purchasers to enter into any modifications to the agreements
without need of further Court approval, provided that no
amendments will occur without prior consent of Regions Bank.


HRK H0LDINGS: Maturity of Lines of Credit Extended to Sept. 30
--------------------------------------------------------------
HRK Holdings and HRK Industries LLC obtained Bankruptcy Court
approval to extend the maturity date under the Operating Line of
Credit, the Site Work Line of Credit and the Long Term Care Line
of Credit is extended, nunc pro tunc, through and including
Sept. 30, 2014.

The Debtors are authorized to use existing, unfunded availability
under the Operating Line of Credit and the Site Work Line of
Credit consistent with the extended maturity period up to the
Reimbursement Cap.

The Debtors are authorized to grant liens on all property of the
Debtors previously granted to Regions under the Second Financing
Orders, not to include a lien on Avoidance Actions.

The funds would be advanced under the Operating Line of Credit and
would be limited to expenses actually incurred by the Debtors
which are consistent with the Budget.

The provisions governing the DIP Loan Facilities be modified as
follows:

    (a) Draws on the Operating Line of Credit shall be accompanied
        by a written certification that funds disbursed under the
        Operating Line of Credit will only be used to pay expenses
        set forth on the Budget approved by Regions.

    (b) Extended Maturity Date: Extend the Maturity Date under the
        Second DIP Facility and the Fourth DIP Facility through
        September 30, 2014.

    (c) To use existing, unused availability under (i) the
        Operating Line of Credit, which would be advanced in
        accordance with the Budget; and (ii) the Site Work Line of
        Credit to fund work performed related to maintenance of
        the Gypstacks.

The advances shall be subject to the Conditions to Funding and the
same terms and conditions set forth in the Second DIP Facility
Financing Orders and the Fourth DIP Facility Financing Order.
These terms included the granting of first liens on all assets of
the Debtors other than Avoidance Actions, as defined in the Second
Financing Orders, according the amounts advanced superpriority
administrative expenses status, subject to the covenants provided
in the Second Financing Orders, the continued prohibition that no
funds advanced by Regions shall be used to investigate, analyze,
or prosecute claims against Regions; and the Debtors' agreement to
pay fees and costs to document the modifications to the exist ing
loan documents.

                           About HRK Holdings

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., and Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, P.A., represents the Debtors.

HRK Holdings disclosed $33,366,529 in assets and $26,092,559 in
liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.

HRK Holdings is selling real property assets to Allied Universal
Corp. and Mayo Fertilizer, Inc.  The Court allowed HRK and the
purchasers to enter into any modifications to the agreements
without need of further Court approval, provided that no
amendments will occur without prior consent of Regions Bank.


INDIANA TOLL ROAD: Operator Weighs Bankruptcy Filing
----------------------------------------------------
Matt Jarzemsky and Gillian Tan, writing for Daily Bankruptcy
Review, reported that the company that runs the Indiana Toll Road
is weighing a possible bankruptcy filing in the coming weeks as it
works to cut its roughly $6 billion debt load and shop the road to
potential buyers.  According to the report, citing people familiar
with the matter, the company, controlled by units of Spanish
infrastructure company Ferrovial SA and Australian investment bank
Macquarie Group Ltd., has already reached an agreement with most
of its secured creditors on a restructuring plan that would set
the framework for a sale of the road.


INFINITY ENERGY: Fires Auditor Over Disagreement
------------------------------------------------
Infinity Energy Resources, Inc., dismissed MaloneBailey, LLP, as
the Company's independent registered public accounting firm
effective Sept. 5, 2014, according to a regulatory filing with the
U.S. Securities and Exchange Commission.  The Company engaged L.L.
Bradford & Company as replacement.  The Company said the decision
to change auditor was made to remedy its current delinquent status
with respect to the filing of its annual report on Form 10-K for
the year ended Dec. 31, 2013.

"The Company had engaged Malone on April 24, 2013, to audit its
consolidated financial statements for the year ended Dec. 31,
2013, and reaudit the year ended Dec. 31, 2012, but Malone has not
issued an opinion on those consolidated financial statements due
to its inability to complete the audits of 2013 and 2012 caused by
disagreements with the Company's management and its prior auditors
regarding the Company's accounting policy for certain costs that
are capitalized and included in the Company's Oil and Gas
properties and the valuation of certain equity based and
derivative instruments," the Company said in the filing.

During the audit for the year ended Dec. 31, 2013, and the reaudit
of the year ended Dec. 31, 2012, and through Sept. 5, 2014, there
were (a) disagreements with Malone on the capitalization of
certain costs included in the Company's Oil and Gas properties for
the years 2013, 2012 and periods prior to 2012 and disagreements
on the valuation of certain stock options and warrants granted in
2011 and 2012.

The Company further disclosed that during the year ended Dec. 31,
2013, and the subsequent interim period through Sept. 5, 2014, it
did not consult with Bradford regarding any matter.

                       About Infinity Energy

Overland Park, Kansas-based Infinity Energy Resources, Inc., and
its subsidiaries, are engaged in the acquisition and exploration
of oil and gas properties offshore Nicaragua in the Caribbean Sea.

Infinity Energy disclosed net income of $2.90 million for the year
ended Dec. 31, 2012, as compared with a net loss of $3.52 million
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $4.76 million in total assets, $5.74 million in total
liabilities, $15.17 million in redeemable, convertible preferred
stock, and stockholders' deficit of $16.15 million.

EKS&H LLLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered recurring losses, has no on-going
operations, and has a significant working capital deficit, which
raises substantial doubt about its ability to continue as a going
concern.


INTEGRATED BIOPHARMA: Posts $131,000 Net Income in Fiscal 2014
--------------------------------------------------------------
Integrated Biopharma, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
net income of $131,000 on $33.68 million of net sales for the year
ended June 30, 2014, compared to net income of $93,000 on $33.62
million of net sales during the prior year.

As of June 30, 2014, the Company had $11.58 million in total
assets, $21.73 million in total liabilities and a $10.15 million
total stockholders' deficiency.

At June 30, 2014, and 2013, the Company's working capital deficit
was approximately $2.5 million.  The Company's current assets and
current liabilities each decreased by approximately $0.8 million
from June 30, 2013, to June 30, 2014.

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

                    http://is.gd/WacBs4

                 About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/-- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.


INTELLICELL BIOSCIENCES: Hikes Authorized Common Shares to 10BB
---------------------------------------------------------------
Intellicell Biosciences, Inc., filed an amendment to the Company's
articles of incorporation with the Secretary of State of the State
of Nevada to increase the Company's authorized common stock from
3,500,000,000 shares of common stock to 10,000,000,000 shares of
common stock, the Company disclosed in a Form 8-K filed with the
U.S. Securities and Exchange Commission.

The amendment was approved by the Board of Directors on June 24,
2014, and by the vote of a majority of the voting capital stock of
the Company on June 25, 2014.

                   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.


IVEDA SOLUTIONS: Incurs $1.59-Mil. Net Loss in Q2 Ended June 30
---------------------------------------------------------------
Iveda Solutions, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $1.59 million on $351,262 of total
revenue for the three months ended June 30, 2014, compared with a
net loss of $1.51 million on $794,166 of total revenue for the
same period in 2013.

The Company's balance sheet at June 30, 2014, showed $4.09
million in total assets, $2.88 million in total liabilities, long
term debt and convertible debentures of $3.31 million, $158,872 in
due to related party and a stockholders' deficit of $2.27 million.

The Company's Audit Report on the Financial Statements for the
year ended Dec. 31, 2013 contained a going concern qualification.
Since inception, the Company has generated an accumulated deficit
from operations of approximately $24.8 million at June 30, 2014
and has used approximately $3.2 million in cash to fund operations
through the six months ended June 30, 2014.  As a result, a
significant risk exists regarding its ability to continue as a
going concern.

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

                       http://is.gd/J5U85E

Mesa, Ariz.-based Iveda Solutions, Inc., sells and installs video
surveillance equipment, primarily for security purposes and
secondarily for operational efficiencies and marketing, and
provides video hosting in-vehicle streaming video, archiving, and
real-time remote surveillance services with a proprietary
reporting system, DS(TM) (Daily Surveillance Report), to a variety
of businesses and organizations.


JAMES ROTH: Portion of Debt Owed to Ex-Worker Not Dischargeable
---------------------------------------------------------------
District Judge Cynthia C. Bashant affirms the bankruptcy court
determination that a portion of James Marvin Roth's debt owed to
Anice M. Plikaytis, a former employee, was excepted from
discharge.

Plikaytis sued Roth in California state court in 2009. She was
awarded damages against Roth and other defendants. Roth filed for
Chapter 11 bankruptcy on May 3, 2010.

Plikaytis filed a complaint objecting to the dischargeability of
the state court judgment.  Plikaytis alleged the judgment was
nondischargeable because it was based on fraud under 11 U.S.C.
Sec. 523(a)(2), Sec. 523(a)(4), and Sec. 523(a)(6) (counts 1, 2,
and 3, respectively).  Plikaytis prayed for the full amount of the
judgment, $4,126,844.86, plus interest.

The appellate case is, ANICE M. PLIKAYTIS, Appellee, v. JAMES M.
ROTH, Appellant, CASE NO. 13-CV-2954 BAS (WVG) (S.D. Calif.).  A
copy of the Court's Sept. 5 Opinion is available at
http://is.gd/0jwLjafrom Leagle.com.

James Marvin Roth is represented by:

     K Todd Curry, Esq.
     CURRY ADVISORS
     A Professional Law Corporation
     525 B Street, Suite 1500
     San Diego, CA 92101-4417
     Tel: 619-238-0004

Anice M. Plikaytis is represented by:

     Scott A McMillan, Esq.
     THE MCMILLAN LAW FIRM, APC
     4670 Nebo Dr #200
     La Mesa, CA 91941
     Tel: 619-464-1500


KID BRANDS: S. Wallis Appeals Denial of Request to Respond to Sale
------------------------------------------------------------------
Creditor Scott Wallis took an appeal to the U.S. District Court
for New Jersey of Judge Steckroth's Aug. 12 and 19, 2014 orders
that denied Mr. Wallis' request for an extension of the time to
respond to Kid Brands, Inc.'s motion to sell its assets.

                          About Kid Brands

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

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

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

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

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

In August 2014, Bonnie Glantz Fatell, Esq., was appointed as
consumer privacy ombudsman as per the behest of the U.S. Trustee.

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

On July 2, 2014, 5he U.S. Trustee for Region 3 appointed a
3-member panel consisting of (1) Disney Consumer Products, Inc.,
(2) Markup Corp. dba Kids Basics, and Structure Tone, Inc., to
serve as the official unsecured creditors' committee.  Kelley Drye
& Warren LLP serves as counsel to the Committee while Emerald
Capital Advisors Corp. acts as financial advisors.


KID BRANDS: Gets Court OK to Employ Lowenstein Sandler as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey granted
Kid Brands, Inc. and its debtor-affiliates authority to employ
Lowenstein Sandler LLP as their counsel.

As previously reported in the July 22 edition of The Troubled
Company Reporter, Lowenstein Sandler will, provide these services:

   (a) providing the Debtors with advice and preparing all
       necessary documents regarding debt restructuring,
       bankruptcy and asset dispositions;

   (b) taking all necessary actions to protect and preserve the
       Debtors' estates during the pendency of these Chapter 11
       Cases, including the prosecution of actions on the Debtors'
       behalf, the defense of actions commenced against the
       Debtors' negotiations concerning litigation in which the
       Debtors are involved and objecting to claims filed against
       the estates; and

   (c) preparing on behalf of the Debtors, as debtors-in-
       possession, all necessary motions, applications, answers,
       orders, reports and papers in connection with the
       administration of these Chapter 11 Cases.

Lowenstein Sandler will be paid at these hourly rates:

       Partners                    $500-$985
       Sr. Counsel and Counsel     $385-$685
       Associates                  $275-$480
       Paralegals and
       Legal Assistants            $160-$270

Lowenstein Sandler will also be reimbursed for reasonable out-of-
pocket expenses incurred.

                        About Kid Brands

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

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

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

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

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

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


KID BRANDS: Court Sets Sept. 30 as General Claims Bar Date
----------------------------------------------------------
The Bankruptcy Court has established deadlines for the filing of
claims against debtor Kid Brands Inc.

For all person and entities that assert a claim, including claims
arising under section 503(b)(9) of the bankruptcy code, against
the debtors that arose on or prior to the petition date, other
than government units, the bar date is September 30, 2014 at 5:00
p.m.

All governments units that assert a claim against the debtors must
file a proof of claim in writing on or before December 15, 2014 at
5:00 pm.

All persons or entities that assert a claim against the debtors
and that failure on their part to comply with the order shall not
be treated as a creditor with respect to such claim.

Kid Brands is represented by:

     Kenneth A. Rosen, Esq.
     Steven M. Skolnick, Esq.
     S. Jason Teele, Esq.
     Shirley Dai, Esq.
     Anthony De Leo, Esq.
     LOWENSTEIN SANDLER LLP
     65 Livingston Avenue
     Roseland, NJ 07068
     Tel: (973) 597-2500
     Fax: (973) 597-2400

                        About Kid Brands

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

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

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

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

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

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


KID BRANDS: Bonnie Glantz Fatell Named as Privacy Ombudsman
-----------------------------------------------------------
The United States Trustee seeks an order directing the appointment
of a consumer privacy ombudsman. In an order dated August 5, 2014,
the court, with the conformity of the debtors and the UST
directed, the UST to appoint one disinterested person to serve as
the consumer privacy ombudsman. Thus, on the same day, the UST
filed before the court the notice of appointment of Bonnie Glantz
Fatell as the consumer privacy ombudsman.

The consumer privacy ombudsman shall make every practical effort
to review the sale of substantially all the assets of debtor sassy
and the transfer of certain assets of other debtors, free and
clear liens, claims and encumbrances, subject to higher and better
offer. Bonnie Glantz Fatell, as consumer privacy ombudsman, shall,
likewise, issue a report on such sale within two weeks from
appointment.

The sale of all the assets of sassy includes certain information
of consumers, including names, and other various forms of contact
information. Due to this, the appointment of a consumer privacy
ombudsman is proper.

Ms. Fatell is a partner at the law firm of Blank Rome.

On the Net: http://is.gd/pJXIoz

                        About Kid Brands

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

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

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

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

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

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


LADDER CAPITAL: Fitch Affirms 'BB' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed Ladder Capital Finance Holdings LLLP
and Ladder Capital Finance Corp's (collectively, Ladder) long-term
Issuer Default Ratings and senior unsecured debt at 'BB'.  The
Rating Outlook for both entities is Stable.

KEY RATING DRIVERS - IDRs and Senior Debt

The affirmations reflect Ladder's conservative leverage and
operating profile, strong credit and performance trends, good
liquidity and experienced management team.  Rating constraints
include limited financial flexibility due to a high proportion of
secured funding, exposure to cyclical commercial real estate (CRE)
markets, an operating history which is limited to post-crisis, and
key man risk.

Successful IPO

On Feb. 11, 2014, Ladder completed an initial public offering
(IPO) of $259 million of class A common stock at an issue price of
$17 per share, reflecting a 19% premium to the then book value.
Proceeds were primarily used to invest and grow the business.
Fitch views the IPO as neutral to ratings.  The public ownership
addresses the relatively shorter-term investment horizon of some
of Ladder's private equity firm owners, which could have otherwise
potentially introduced strategic uncertainty or shareholder
friendly activities.  However, public ownership could potentially
put pressure on the company to generate short-term earnings growth
or challenge the company's current balanced operating strategy.

Operating Performance Normalizing

Ladder continues to post solid operating performance reflecting
the attractive opportunities in the CRE lending sector post-
crisis.  The company reported core earnings of $202.3 million in
2013, up 14% from $177.5 million in 2012.  However, gain on sale
margins on securitizations, which comprise a material portion of
earnings, have begun to normalize due to increased competition in
the CRE lending and securitization space.  Core earnings declined
to $119.1 million in in 1H'14, down 12% from $135.5 million in
1H'13.  Still, return on average equity was 17.7% annualized for
1H'14, up slightly compared to 17.5% for full-year 2013, which is
viewed as solid, particularly considering the relatively low
leverage used during the periods.  Fitch believes profitability
metrics will continue to normalize as competition increases in the
origination space and liquidity increases in the CMBS markets.

Increased Balance Sheet Loan Origination

Ladder has been very active in taking advantage of market
dislocations and proceeds from its 1Q'14 IPO to increase
originations of first mortgage balance sheet loans at attractive
spreads.  In 1H'14, Ladder originated $575.3 million of balance
sheet loans, up significantly from $179 million in 1H'13.  As of
June 30, 2014, Ladder held 35 balance sheet first mortgage loans
with a book value of $912.2 million, or 24% of total assets and a
weighted average LTV ratio of 69.9%.  Balance sheet loans are
conservatively underwritten and carry relatively shorter terms
than conduit loans.  However, these bridge loans are also
considered less liquid as they are backed by transitional or less
stabilized properties.  Through 2Q'14, Ladder had not suffered any
credit losses on these loans, which can be attributed not only to
the company's conservative underwriting standards, but also to the
fact that these loans have been originated in the benign post-
crisis credit environment.  Nevertheless, this portfolio does
provide a more stable source of net interest income and
origination fees compared to the gain on sale of loans into
securitization.

RE Equity Investment Stabilizing

Real estate equity investments measured $561.2 million at June 30,
2014, down slightly from $624.2 million at YE13, as real estate
purchase activity was quiet in 1H'14 with no new investments,
while the company sold two assets and continued to sell
residential condos in Miami, FL and Las Vegas, NV.  Still, gross
real estate equity exposure as a percentage of total assets has
substantially increased to 14.7% at June 30, 2014, from just 1.1%
at YE'11.  While such real estate equity investments are in
control positions and may have sound credit fundamentals, they
typically have less liquidity, which warrants active management of
the positions while limiting their size relative to Ladder's
overall balance sheet.

Conservative Leverage

Ladder's conservative capitalization and leverage profile is one
of its key ratings strength.  Leverage, measured as debt to
tangible equity, was 1.5x at the end of 2Q'14, well below the
company's internal target of 2.0x to 3.0x, and down from 1.9x at
year-end 2013, as proceeds from the IPO were used in part to repay
debt.  Tangible equity to tangible assets was a solid 38.4% at
June 30, 2014, up slightly from 34% at year-end 2013, and compares
favorably to similarly rated financial institutions.  Fitch
expects management to conservatively manage its leverage in the
2.0x-3.0x range over the longer term, particularly in light of
increased real estate equity investments.

Improving Funding Profile, Although FHLB Risks Loom

Ladder has continued to diversify and extend its funding profile
through its 3Q'14 issuance of seven-year $300 million senior
unsecured notes (in addition to its $325 million senior unsecured
notes issued in 2012) and replacing repurchase facilities funding
with Federal Home Loan Bank (FHLB) borrowings.  However, Ladder's
funding profile is still dominated by secured debt (85% as of June
30, 2014 before the $300 million unsecured notes issuance) and is
relatively short-term in nature (48% of total debt is due within
next 18 months), which reduces the company's financial
flexibility.

Ladder's access to FHLB borrowings through its captive insurer
increased to $903 million at the end of 2Q'14, accounting for 41%
of total debt funding, up from 18% in FY12.  Fitch views FHLB
financing favorably, as it provides a stable and economical source
of relatively longer-term funding compared to shorter-term
repurchase facilities.  However, the Federal Housing Finance
Agency (FHFA), the regulator of the FHLBs has been scrutinizing
the access to FHLB funding from non-bank members through captive
insurance companies.  On Sept. 2, 2014, the FHFA proposed a rule
which would effectively ban captive insurers from gaining FHLB
membership while giving existing captives five years to exit the
system, which, if enacted, would effectively grandfather Ladder as
a member for five years.  Interested parties have 60 days to
submit any comments on the proposed rule.

Fitch believes that Ladder's potential ultimate loss of access to
FHLB funding in five years would be manageable, considering Ladder
finances high quality conduit loans and CMBS securities with FHLB,
which can be replaced with other sources of funding including term
debt and repurchase facilities.  However, this shift in funding
would increase Ladder's cost of borrowing impacting its earnings
and profitability metrics, and if replaced with shorter-term
repurchase facilities, further reduce Ladder's liquidity profile
and financial flexibility.  Fitch will monitor the regulatory
developments and Ladder's response to the FHFA proposal.  Access
to more unsecured and longer-term funding sources would be viewed
positively.

Improved Contingent Liquidity

In February 2014, Ladder entered into a $75 million syndicated
unsecured revolving credit facility with a three-year maturity and
pricing of one month LIBOR plus 3.5%.  Fitch views this facility
favorably as it is unsecured in nature and improves the company's
contingent liquidity.  At June 30, 2014, Ladder had $1.25 billion
of excess committed capacity under its committed secured
repurchase funding facilities, $358.9 million of undrawn committed
term financing from FHLB, $50 million under its secured credit
agreement, and $75 million in the above mentioned facility for a
combined $1.7 billion available to fund future growth in its
business.  Furthermore, unencumbered assets and unrestricted cash
measured $728 million at 2Q'14, providing ample coverage for
unsecured debt holders and offering a good source of contingent
liquidity.  However, high liquidity levels are viewed as
appropriate relative to the short-term nature of some of Ladder's
funding sources, particularly repurchase facilities.

RATING SENSITIVITIES - IDRs and Senior Debt

The Stable Outlook assigned to Ladder reflects Fitch's expectation
that the company will continue to prudently grow its business,
maintain underwriting standards, manage leverage conservatively,
monetize some of or otherwise lower its direct real estate equity
exposure, and continue to access diversified longer-term funding
sources, while maintaining adequate liquidity levels.

The following factors may have a positive impact on Ladder's
ratings and/or Outlook:

   -- Greater revenue diversity with reduced reliance on gain on
      sale income;

   -- Sustained profitability and asset quality performance
      through multiple market environments, while maintaining
      conservative leverage and strong liquidity levels;

   -- Increased economic access to long-term unsecured debt
      funding.

These factors may have a negative impact on Ladder's ratings
and/or Outlook:

   -- Regulatory or political risks that immediately impede access
      to FHLB borrowings without an offsetting increase in long-
      term economic sources of funding;

   -- Change in management or organizational structure that
      adversely impacts the current balanced and conservative
      approach of operating the company;

   -- Material increase in exposure to more aggressively
      underwritten balance sheet loans or real estate equity
      investments without adequate reserves and commensurate
      decrease in leverage;

   -- An increase in leverage beyond the company's articulated
      target;

   -- Reduction in liquidity levels and/or unencumbered assets
      relative to outstanding unsecured debt;

   -- Sustained operating losses or material weakening of asset
      quality.


LAKELAND DEVELOPMENT: Sept. 16 Hearing on Bonus Payments Approval
-----------------------------------------------------------------
The Bankruptcy Court will convene hearing on Sept. 16, 2014, at
9:00 a.m., to consider Lakeland Development Company's motion for
approval of payment of bonuses to its management and employees.

At the hearing, the Court will also consider the objection filed
by the U.S. Trustee.

The U.S. Trustee explained that (i) the motion was vague; (ii) it
failed to provide adequate information; (iii) failed to sustain
the movant's burden of proof; and failed to Comply with Section
503(c0 of the Bankruptcy Code.

The Debtor, in its motion, requested that the Court approve the
payment of performance bonuses to its executives and staff in the
total amount of $400,000.  The bonus will be in recognition of
their efforts in:

   -- finding the buyer of the Debtor's remaining 38 acre parcels
of real property, Goodman Santa Fe Springs SPE, LLC;

   -- negotiating the terms of the sale of the 38 acre parcels of
the Debtor's land; and

   -- executing all steps necessary for the Debtor to consummate
its duties under the agreements and successfully close the
transaction, which led to the payment in full of over $10,000,000
in secured claims (including over $6,000,000 in property taxes,
some going back almost 20 years).

The Debtor also said that it has sufficient funds on hand to pay
the performance bonus. The Debtor proposed to divide the bonus
among its officers and staff in shares directly proportional to
the salaries and wages which they are paid.

                 About Lakeland Development Company

Santa Fe Springs, California-based Lakeland Development Company is
a privately held subsidiary in a family of companies headed by
Energy Merchant Corp.  Lakeland owns the real property located at
12345 Lakeland Road, Santa Fe Springs, California.  The real
property is composed of 10 parcels totaling roughly 55 acres.

Lakeland filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
12-25842) in Los Angeles on May 4, 2012.  Judge Richard M. Neiter
presides over the case.  Lawrence M. Jacobson, Esq., at Glickfeld,
Fields & Jacobson LLP, and The Law Offices of Richard T. Baum,
Esq., serve as the Debtor's counsel.  The petition was signed by
Michael Egner, chief financial officer.


LAKSHMI HOSPITALITY: Files for Chapter 11 in San Diego
------------------------------------------------------
Lakshmi Hospitality Group, LLC, owner of a hotel in Fenton,
Missouri, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Cal.
Case No. 14-07199) in San Diego, California, on Sept. 5, 2014,
without stating a reason.

The Debtor owns commercial buildings at 1680 Fenton Business Part
Ct., Fenton, MO, and 1662 Fenton Business Part Ct., Fenton, MO,
each worth $5 million, and securing a $3.95 million debt.

The company's real property consists of $414,000 cash, $200,000 in
office equipment and $2,000,000 worth of equipment and supplies.

The Debtor's secured creditors are Enterprise Bank & Trust, owed
$4.66 million on a first mortgage and Business Finance Corp. of
St. Louis, owed $3.24 million on a secondary mortgage.

The Debtor disclosed $163,000 of unsecured nonpriority claims.

The case is assigned to Judge Margaret M. Mann.  The Debtor has
tapped J. Bennett Friedman, Esq., at Friedman Law Group, P.C., in
Los Angeles, as counsel.


LDK SOLAR: Files Schemes of Arrangement in Hong Kong
----------------------------------------------------
LDK Solar Co., Ltd., in provisional liquidation and its Joint
Provisional Liquidators, Tammy Fu and Eleanor Fisher, both of
Zolfo Cooper (Cayman) Limited, announced that, subsequent to the
filing on Aug. 29, 2014, by the Company and its subsidiary, LDK
Silicon & Chemical Technology Co., Ltd., of the petition to
commence their restructuring proceedings in the Grand Court of the
Cayman Islands, the Company, LDK Silicon and LDK Silicon Holding
Co., Limited have each applied to file an originating summons to
commence their restructuring proceedings in the High Court of Hong
Kong.  The Company is awaiting confirmation of the date of the
first hearing before the Hong Kong Court.  At that hearing, the
Company, LDK Silicon, LDK Silicon Holding and the JPLs will seek
orders to convene meetings of the scheme creditors of the Company,
LDK Silicon and LDK Silicon Holding on or around Oct. 17, 2014,
Hong Kong time, to consider and approve their respective Hong Kong
schemes of arrangement.  Similarly, the Company, LDK Silicon and
the JPLs will seek orders to convene meetings of the scheme
creditors of the Company and LDK Silicon on or around Oct. 16,
2014, Cayman Islands time, to consider and approve their
respective Cayman Islands schemes of arrangement.

On Sept. 5, 2014, the Company and LDK Silicon filed evidence in
support of their application to the Cayman Court for orders
convening meetings of their scheme creditors, including the
proposed Explanatory Statement relating to the Cayman and Hong
Kong schemes of arrangement.  The Company also submitted a
periodic report on Form 6-K to the U.S. Securities and Exchange
Commission on Sept. 8, 2014, containing such Explanatory
Statement.

In addition, as a result of the resignation by Mr. Xiaofeng Peng,
former Chairman of the Company, on Aug. 29, 2014, Mr. Xingxue
Tong, current president and chief executive officer of the
Company, has since assumed the Interim Chairman position during
the transition period before a permanent Chairman is identified
and appointed.  To enhance the corporate governance of the Company
during this interim period, the Board of Directors of the Company,
with the consent of the JPLs, has established an interim executive
committee, effective Sept. 4, 2014, to supervise and support the
work of the Interim Chairman during the provisional liquidation of
the Company and to be responsible and to report to the Board,
subject to the authority of the JPLs as sanctioned by the Cayman
Court.  The Board also approved, with the consent of the JPLs,
that the Executive Committee be composed of three existing members
of the Board: (1) Mr. Zhibin Liu (director of Heng Rui Xin Energy
(HK) Co., Limited, a major shareholder of the Company and an
affiliate of the Xinyu City government), (2) Mr. Xingxue Tong
(current president and chief executive officer of the Company),
and (3) Mr. Shi Chen (member of the Board nominated by Fulai
Investments Limited, a major shareholder of the Company).  The
Executive Committee is headed by Mr. Zhibin Liu and is subject to
dissolution by the Board when a permanent Chairman of the Board
has been identified and appointed.

A copy of the proposed Explanatory Statement is available for free
at http://is.gd/7KPRhG

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

LDK Solar Co disclosed a net loss of $1.05 billion on $862.88
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $608.95 million on $2.15 billion of net sales
for the year ended Dec. 31, 2011.

KPMG, in Hong Kong, China, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Group has
a net working capital deficit and a deficit in total equity as of
Dec. 31, 2012, and is restricted from incurring additional
indebtedness as it has not met a financial covenant ratio as
defined in the indenture governing the RMB-denominated US$-settled
senior notes.  These conditions raise substantial doubt about the
Group's ability to continue as a going concern.


LEHMAN BROTHERS: To Sell $2.5 Billion in Bankruptcy Claims
----------------------------------------------------------
Chelsey Dulaney, writing for The Wall Street Journal, reported
that Lehman Brothers Holdings Inc. said it has agreed to sell $2.5
billion in bankruptcy claims that the failed investment bank holds
against its U.S. brokerage arm.  According to the report, the
claims will be sold for $619 million, or about 24.8% of face
value.  Lehman's holding company owns a $6.9 billion unsecured
creditor claim against its U.S. brokerage arm, the Journal said.

                      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 Sept. 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: Seeks Quick Win Over Citi in Interest Fight
------------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported
that Lehman Brothers Holdings Inc. urged U.S. Bankruptcy Judge
Shelley C. Chapman in Manhattan to give it a quick victory over
Citigroup Inc. in a fight over whether Citi can keep collecting
millions in interest on $2 billion Lehman gave it shortly before
its collapse.  According to the report, Lehman argued that Citi's
claims are only secured by "setoff rights," or balancing of mutual
debts.  These types of claims, Lehman argues, aren't subject to
the interest accrued since Lehman's bankruptcy filing, the Journal
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 Sept. 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: Claren Road, Underwriters Lost Dist. Court Appeal
------------------------------------------------------------------
District Judge Shira A. Scheindlin ruled on three related appeals
from two orders entered by Bankruptcy Judge James M. Peck in
Lehman Brothers Inc.'s liquidation proceedings pursuant to the
Securities Investor Protection Act of 1970.  The Orders grant a
motion and sustain an objection filed by the SIPA Trustee, James
W. Giddens, seeking to subordinate certain claims pursuant to
section 510(b) of the Bankruptcy Code. The Bankruptcy Court found
that subordination of the claims to the claims of general
unsecured creditors was mandated under the plain language of
section 510(b).

Claren Road Credit Master Fund Ltd. took an appeal from those
rulings, arguing that its claim for damages against LBI, based on
LBI's failure to purchase bonds issued by LBHI from Claren Road
pursuant to a prime brokerage account agreement, should not be
subordinated because it does not "aris[e] from the purchase or
sale" of the LBHI bonds within the meaning of section 510(b).  In
addition, Claren Road and the remaining appellants, co-
underwriters with LBI in the issuance of LBHI securities, argue
that section 510(b) is inapplicable because there are no claims or
interests "represented by" LBHI securities in LBI's SIPA
proceeding.

A joint appeal was filed by underwriters ANZ Securities, Inc.
("ANZ"), BMO Capital Markets Corp., BNY Mellon Capital Markets,
LLC, Cabrera Capital Markets, LLC, DNB Markets, Inc., BNP Paribas
FS, LLC, nabSecurities, LLC, National Australia Bank Ltd.,
SunTrust Robinson Humphrey, Inc. and The Williams Capital Group,
L.P. I will refer to these underwriters collectively as "ANZ."
Underwriter UBS Financial Services Inc. ("UBSFS") is represented
by separate counsel and has filed a separate appeal.

Judge Scheindlin affirmed the two Orders entered by the Bankruptcy
Court.  According to Judge Scheindlin, section 510(b) mandates the
subordination of arising-from and contribution claims, provided
such claims are based on securities of a debtor or an affiliate of
the debtor. The level of subordination can be determined by
reference to the type of claim or interest represented by such
security -- e.g., secured, unsecured, common stock, or equity. In
cases involving affiliate securities, the type of security
dictates the level of subordination whether or not that security
represents an actual claim in the debtor's case.

A copy of the Court's September 5, 2014 Opinion and Order is
available at http://is.gd/4dBhOCfrom Leagle.com.

Marshall R. King, Esq., Matthew J. Williams, Esq., and Joshua
Weisser, Esq., at Gibson, Dunn, & Crutcher LLP, New York, NY,
argue for Claren Road Credit Master Fund Ltd.

Joshua Dorchak, Esq., at Bingham McCutchen LLP, argues for UBS
Financial Services Inc.

Mitchell A. Lowenthal, Esq., and Luke A. Barefoot, Esq., at Cleary
Gottlieb Steen & Hamilton LLP, represent ANZ Securities, Inc., BMO
Capital Markets Corp., BNY Mellon Capital Markets, LLC, Cabrera
Capital Markets, LLC, DNB Markets, Inc., BNP Paribas FS, LLC,
nabSecurities, LLC, National Australia Bank Ltd., SunTrust
Robinson Humphrey, Inc. and The Williams Capital Group, L.P.

James B. Kobak, Jr., Esq., Michael E. Salzman, Esq., Ramsey
Chamie, Esq., and Dina R. Hoffer, Esq., at Hughes Hubbard & Reed
LLP, represent James W. Giddens, as Trustee for the SIPA
Liquidation of Lehman Brothers, Inc.


LIFE UNIFORM: Can Sell Rights to Class Action Recoveries
--------------------------------------------------------
U.S. Bankruptcy Judge Kevin J. Carey has authorized LUHC Wind Down
Corp., formerly known as Life Uniform Holding Corp., and its
affiliates, to sell rights to any payments they may recover as a
result of a class action interchange litigation.

As reported in the TCR on July 17, 2014, an action was initiated
in the U.S. District Court for the Eastern District of New York by
various retailers and trade associations against Visa U.S.A. Inc.
and Mastercard International Inc. The plaintiffs asserted that
Visa and Mastercard conspired to unlawfully fix the price of
interchange fees to merchants for transactions processed over
their networks.  An interchange fee is a fee that a merchant's
bank pays a customer's bank when merchants accept cards using card
networks  like Visa and MasterCard for purchases.

On Dec. 13, 2013, the Eastern District Court approved a class
settlement in the class action interchange litigation.  The
order approving the settlement is under appeal. Life Uniform may
have a claim in the litigation and may be entitled to a monetary
recovery. However, it is impossible to predict when the
settlement event will occur and any actual recovery could be
obtained.

To bring additional assets into their estates, Life Uniform want
to sell their contingent rights to Cascade Settlement Services
LLC or a party submitting a better offer.  The parties have
negotiated an asset purchase agreement, selling the assets for
$135,000, but is subject to higher offers.

Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware, relates that Life Uniform has
attempted to market the asset and reached out to all known
industry players.  Of the interest received, Life Uniform
determined the agreement with Cascade provided the best
opportunity.

Life Uniform is represented by:

     Domenic E. Pacitti, Esq.
     Michael W. Yurkewicz, Esq.
     KLEHR HARRISON HARVEY BRANZBURG LLP
     919 N. Market Street, Suite 1000
     Wilmington, DE 19801
     Telephone: (302) 426-1189
     Facsimile: (302) 426-9193

                        About Life Uniform

Life Uniform was founded in 1965 when Angelica Corporation
decided to enter the retail uniform industry.  The first Life
Uniform store opened in 1965 in Clayton, Missouri.  At present,
Life Uniform is the nation's largest independently owned medical
professional supplier.

Sun Uniform LLC acquired Life Uniform in July 2004.  Since the
acquisition by Sun the company addressed sagging profitability
and overhead issues and quickly drove increases in profitability
through a combination of store rationalization and sensible
corporate overhead initiatives.  However, recent performance has
been declining in terms of revenue.  This is due to the company's
liquidity issues, which prevented the company from completing its
e-commerce system upgrade, encourage better pricing from vendors,
and maintain sufficient capital.

Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and
Uniform City National Inc. filed Chapter 11 petitions (Bankr. D.
Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013.  The
petitions were signed by Bryan Graiff, COO, CFO, VP, secretary,
and treasurer.  Life Uniform Holding disclosed $10,695,870 in
assets and $36,821,034 in liabilities as of the Chapter 11
filing.

Life Uniform and Uniform City received court authority on July 26
to sell the business for $22.6 million to Scrubs & Beyond LLC.
There were no competing bids, so an auction wasn't held.

First lien lender CapitalSource Finance LLC is owed on a $11.5
million revolver and $26 million term loan.  CapitalSource is
represented by Brian T. Rice, Esq., at Brown Rudnick LLP; and
Jeffrey C. Wisler, Esq., at Connolly Gallagher LLP.

Sun Uniforms Finance LLC is owed $6.1 million in principal on a
second lien note and holds two additional notes, each in the
original principal of $1.08 million.  Angelica Corp. holds an
unsecured junior subordinate not in the principal amount of $5.48
million.

Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg,
LLP, serves as the Debtors' counsel.  Epiq Bankruptcy Solutions
acts as the Debtors' administrative agent, and claims and noticing
agent.  he Debtors' financial advisor is Capstone Advisory Group,
LLC.  rowe Horwath LLP serves as tax accountants and Brown Smith
Wallace LLC as wind-down tax accountants.

Richard Stern, Esq., at Luskin Stern & Eisler LLP, was appointed
independent fee examiner in the case.  Luskin, Stern & Eisler LLP
serves as his counsel and The Rosner Law Group LLC, serves as his
Delaware counsel.

The Official Committee of Unsecured Creditors is represented by
Seth Van Aalten, Esq., at Cooley LLP, and Ann M. Kashishian,
Esq., at Cousins Chipman & Brown, LLP as counsel.

The U.S Trustee for Region 3 appointed Boris Segalis of
InfoLawGroup LLP as consumer privacy ombudsman in the case.


LMM SPORTS: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: LMM Sports Management, LLC
        10115 E. Bell RD., Suite 107-455
        Scottsdale, AZ 85260

Case No.: 14-13952

Chapter 11 Petition Date: September 10, 2014

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Hon. Daniel P. Collins

Debtor's Counsel: John R. Clemency, Esq.
                  GALLAGHER & KENNEDY, P.A.
                  2575 East Camelback Road, Suite 1100,
                  Phoenix, AZ 85016
                  Tel: 602-530-8040
                  E-mail: john.clemency@gknet.com

Total Assets: $1.06 million

Total Liabilities: $3.84 million

The petition was signed by Ethan Lock, CEO.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/azb14-13952.pdf


LONGVIEW POWER: Change in Alvarez and Marsal's Retention Approved
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Longview Power LLC, et al., to modify the scope of retention of
Alvarez and Marsal North America, LLC, to permit Raymond
Dombrowski to resign from his position as the Mepco Debtors' Chief
Restructuring Officer, and to permit James M. Grady to resign from
his position as the Debtors' Deputy Chief Financial Officer.

The Debtors are authorized to continue utilizing (a) Messrs.
Dombrowski and Grady as Administrative Officers; and (b)
additional A&M Personnel as the Debtors may require.

The Debtors retained the services of the CRO and the Deputy CFO
to, among other things: (a) assess and recommend cost reduction
strategies; (b) review the Debtors' business plan and assist in
the execution of operational changes and performance improvement
initiatives; and (c) assist the Debtors in their duties as
debtors-in-possession.

                    About Longview Power LLC

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

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

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

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


LUCAS ENERGY: Posts $1.25-Mil. Net Loss in Second Quarter
---------------------------------------------------------
Lucas Energy, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $1.25 million on $941,920 of total
revenues for the three months ended June 30, 2014, compared with a
net loss of $944,744 on $1.48 million of total revenues for the
same period in 2013.

The Company's balance sheet at June 30, 2014, showed
$40.8 million in total assets, $4.91 million in total liabilities,
asset retirement obligation of $1 million, $4.52 million in long-
term notes payable and stockholders' equity of $30.37 million.

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

                       http://is.gd/Fao65f

Lucas Energy, Inc., is an independent oil and natural gas company
based in Houston.  The Company acquires and develops crude oil and
natural gas from various known productive geological formations,
including the Austin Chalk, Eagle Ford and Buda formations,
primarily in Gonzales, Wilson and Karnes Counties south of the
city of San Antonio; and the Eaglebine, Buda, and Glen Rose
formations in Leon and Madison Counties north of the city of
Houston, Texas.


MACKEYSER HOLDINGS: Selling Flint's Asset to Hearing Management
---------------------------------------------------------------
The Bankruptcy Court authorized Mackeyser Holdings, LLC, et al.,
to sell the "hearing assets" of Flint Michigan and Saginaw,
Michigan practice to Hearing Management Systems, LLC.

Pursuant to an asset purchase agreement among AOS-OMS, LLC, EHS-
Riverfront LLC, Optical Management Systems Inc., and Riverfront
Hearing, Inc., and the purchaser dated Sept. 2, 2014, the
purchaser will pay the seller $360,000 for the transferred assets.

                  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.


MACKEYSER HOLDINGS: Selling Anderson and Indianapolis Practice
--------------------------------------------------------------
The Bankruptcy Court authorized Mackeyser Holdings, LLC, et al.,
to sell assets of Anderson, Indiana Practice free and clear of
liens and other interests to Wisconsin Vision, Inc.

Pursuant to a bill of sale between American Optical services, LLC
and AOS-OMS, LLC, and the purchaser dated as of Sept. 2, 2014, the
purchaser will pay the seller $50,000 and other good and valuable
consideration.

In a separate order, the Court authorized the Debtor to sell
assets of Indianapolis, Indiana Practice.  Pursuant to a bill of
sale between American Optical Services, LLC and AOS-OMS, LLC, and
Wisconsin Vision, Inc, the purchaser, dated as of Sept. 2, 2014,
the purchaser will pay the seller $10,000 and other good and
valuable consideration.

                  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.


MACKEYSER HOLDINGS: Taps Hammond Hanlon as Investment Banker
------------------------------------------------------------
Mackeyser Holdings, LLC, et al., in an amended motion, asked for
permission to employ Hammond Hanlon Camp, LLC to serve as
exclusive investment banker nunc pro tunc to June 20, 2014.

The Debtors sought to sell substantially all of their assets to a
sales process under Section 363 of the Bankruptcy Code.

In this relation, H2C will perform the investment banking
services, among other things:

   a) advise and assist the Debtor in analyzing, structuring and
negotiating the financial aspects of any restructuring
transaction;

   b) advise and assist the Debtors in formulating a plan of
reorganization or liquidation or analyze any proposed plan; and

   c) assist the Debtors in identifying and evaluate candidates
for potential sale transactions involving any assets or operations
of the Debtors.

The Debtors disclose that they are seeking to employ Cole Schotz,
Meisel, Forman & Leonard, P.A. as bankruptcy counsel, and
GlassRatner Advisory & Capital Group, LLC, as financial advisor.
H2C will work closely with GlassRatner and Cole Schotz to prevent
any duplication of efforts in the course of advising the Debtors.

The Debtor will compensate H2C with:

   1. a monthly fee of $50,000, payable in advance; and

   2. an advisory services fee of $250,000 payable Sept. 3, 2014.

Roberta A. DeAngelis, U.S. Trustee for Region 3, objected to the
application, stating that the Court must not authorize H2C's
retention pursuant to an engagement agreement that provides "H2C
shall act as an independent contractor under the agreement and not
in any other capacity including any fiduciary capacity."

The U.S. Trustee said that professionals retained by a Debtor are
fiduciaries.

                  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.


MACKEYSER HOLDINGS: Cooley LLP Approved as Panel's Lead Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of MacKeyser
Holdings, LLC and its debtor-affiliates, sought and obtained
authorization from the U.S. Bankruptcy Court for the District of
Delaware to retain Cooley LLP as lead counsel, nunc pro tunc to
July 8, 2014.

The Committee requires Cooley LLP to:

   (a) attend the meetings of the Committee;

   (b) review financial and operational information furnished by
       the Debtors to the Committee;

   (c) investigate and determine the value of unencumbered assets;

   (d) analyze and negotiate the budget and the terms of the
       debtor-in-possession financing;

   (e) assist in the efforts to sell assets or equity of the
       Debtors in a manner that maximizes the value for creditors;

   (f) analyze any proposed chapter 11 plan;

   (g) review and investigate the liens of purported secured
       parties;

   (h) review and investigate prepetition  transactions in which
       the Debtors and their insiders were involved;

   (i) confer with the Debtors' management, counsel and financial
       advisors;

   (j) review the Debtors' schedules, statements of financial
       affairs and business plan;

   (k) advise the Committee as to the ramifications regarding all
       of the Debtors' activities and motions before this Court;

   (l) file appropriate pleadings on behalf of the Committee;

   (m) review and analyze the Debtors' investment banker's work
       product and report to the Committee;

   (n) provide the Committee with legal advice in relation to the
       Chapter 11 cases;

   (o) prepare various applications and memoranda of law submitted
       to the Court for consideration; and

   (p) perform other legal services for the Committee as may be
       necessary or proper in these proceedings.

Cooley LLP will be paid at these discounted hourly rates:

       Lawrence C. Gottlieb, Partner       $845.75
       Michael Klein, Associate            $603.50
       Robert B. Winning, Associate        $476
       Jeremy Rothstein, Associate         $318.75
       Kris Cachia, Paralegal              $221

Cooley LLP will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Lawrence C. Gottlieb, partner of Cooley LLP, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

Cooley LLP can be reached at:

       Lawrence C. Gottlieb, Esq.
       COOLEY LLP
       The Grace Building
       1114 Avenue of the Americas
       New York, NY 10036-7798
       Tel: +1 (212) 479-6140
       Fax: +1 (212) 479-6275
       E-mail: lgottlieb@cooley.com

                     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.


MACKEYSER HOLDINGS: Klehr Harrison Okayed as Panel's Co-counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of MacKeyser
Holdings, LLC and its debtor-affiliates, sought and obtained
authorization from the U.S. Bankruptcy Court for the District of
Delaware to retain Klehr Harrison Harvey Branzburg LLP as co-
counsel to the Committee, nunc pro tunc to July 8, 2014.

The Committee requires Klehr Harrison to:

   (a) advise the Committee with respect to its rights, powers and
       duties in these cases;

   (b) assist, advise and represent the Committee in analyzing the
       Debtors' assets and liabilities, investigating the extent
       and validity of liens and participating in and reviewing
       any proposed asset sales or dispositions;

   (c) attend meetings and negotiate with representatives of the
       Debtors and secured creditors;

   (d) assist and advise the Committee in connection with any
       proposed sale of the Debtors' assets;

   (e) assist and advise the Committee in its examination and
       analysis of the conduct of the Debtors' affairs;

   (f) assist the Committee in the review, analysis and
       negotiation of any plans of reorganization that may be
       filed and to assist the Committee in the review, analysis
       and negotiation of the disclosure statement accompanying
       any plans of reorganization;

   (g) assist the Committee in the review, analysis, and
       negotiation of any financing or funding agreements;

   (h) assist and advise the Committee with respect to its
       communications with the general creditor body regarding
       significant matters in these cases;

   (i) take all necessary action to protect and preserve the
       interests of the Committee, including, without limitation,
       the prosecution of actions on its behalf, negotiations
       concerning all litigation in which the Debtors are
       involved, and review and analysis of all claims filed
       against the Debtors' estates;

   (j) generally prepare and file on behalf of the Committee all
       necessary motions, applications, answers, orders, reports
       and papers in support of positions taken by the Committee;

   (k) appear, as appropriate, before this Court, the Appellate
       Courts, and other Courts in which matters may be heard and
       to protect the interests of the Committee before said
       Courts and the United States Trustee; and

   (l) perform such other legal services in these cases as may be
       required and are deemed to be in the interests of the
       Committee in accordance with the Committees' powers and
       duties as set forth in the Bankruptcy Code.

Klehr Harrison will be paid at these discounted hourly rates:

       Richard M. Beck, partner             $575
       Sally E. Veghte, associate           $290
       Chadd Fitzgerald, paralegal          $160
       Partners                             $360-$700
       Associates                           $230-$425
       Paralegals                           $150-$300

Klehr Harrison will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Richard M. Beck, member of Klehr Harrison, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Klehr Harrison can be reached at:

       Richard M. Beck, Esq.
       KLEHR HARRISON HARVEY
       BRANZBURG LLP
       919 Market Street, Suite 1000
       Wilmington, DE 19801
       Tel: (302) 426-1189
       Fax: (302) 426-9193
       E-mail: rbeck@klehr.com

                     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.


MACKEYSER HOLDINGS: Panel Can Hire Giuliano Miller as Advisors
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of MacKeyser
Holdings, LLC and its debtor-affiliates, sought and obtained
authorization from the U.S. Bankruptcy Court for the District of
Delaware to retain Giuliano, Miller & Company, LLC as financial
advisor to the Committee, nunc pro tunc to July 11, 2014.

The Committee requires Giuliano Miller to:

   (a) assist, advise and represent the Committee in its
       consultation with the Debtors relative to the
       administration of these Chapter 11 cases;

   (b) assist, advise and represent the Committee in analyzing the
       Debtors' assets and liabilities, investigate the extent and
       validity of liens and participating in and reviewing any
       proposed asset sales or dispositions;

   (c) attend meetings and negotiate with the representatives of
       the Debtors and secured creditors;

   (d) assist and advise the Committee in its examination and
       analysis of the conduct of the Debtors' affairs;

   (e) assist the Committee in the review, analysis and
       negotiation of any plans of reorganization or liquidation
       that may be filed and to assist the Committee in the
       review, analysis and negotiation of the disclosure
       statement accompanying any plans of reorganization or
       liquidation;

   (f) assist the Committee in the review, analysis, and
       negotiation of any financing or funding agreements;

   (g) assist the Committee in the liquidation or sale of the
       Debtors' assets;

   (h) review and analyze claims filed against the Debtors'
       estate;

   (i) generally assist the Committee with all necessary motions,
       applications, answers, orders, reports and papers in
       support of positions taken by the Committee;

   (j) appear, as appropriate, before this Court, the Appellate
       Courts, and other Courts in which matters may be heard and
       to protect the interests of the Committee before said
       Courts and the Unites States Trustee; and

   (k) perform all other necessary financial advisory services in
       this case.

Giuliano Miller will be paid at these discounted hourly rates:

       Senior Partner               $595
       Managers                     $425-$450
       Staff                        $270-$375
       Paraprofessionals            $160-$180

Giuliano Miller will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Donna M. Miller, senior manager of Giuliano Miller, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Giuliano Miller can be reached at:

       Donna M. Miller
       GIULIANO, MILLER & COMPANY, LLC
       Berlin Business Park
       140 Bradford Drive
       West Berlin, NJ 08091
       Tel: (856) 767-3000 ext. 23
       E-mail: dmiller@giulianomiller.com
dmiller@giulianomiller.com
                     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.


MAINE MONTREAL: Chap. 11 Trustee May Disburse $1.3-Mil. to FRA
--------------------------------------------------------------
The Honorable Louis H. Kornreich granted, in part, the motion for
an order determining the allocation of the purchase price for
Montreal Maine & Atlantic Railway, Ltd.'s assets, and enforcing
order approving carve-out.

The Allocation Motion was brought by the United States of America,
through the Department of Transportation, Federal Railroad
Administration (FRA).

The Sale Transaction refers to the sale of the Debtor's assets to
Railroad Acquisition Holdings LLC pursuant to an asset purchase
agreement, as amended, between Robert J. Keach, as Chapter 11
trustee for the Debtor's estate, the Debtor, MMA Canada and RAH.
The Transaction was approved by the Bankruptcy Court on Jan. 24,
2014.

In his recent order dated Aug. 22, 2014, Judge Kornreich ruled
that subject to reservations, the Chapter 11 Trustee is authorized
to disburse the Travelers Insurance Settlement Proceeds amounting
to $1,330,000 to the FRA.

In the event a final judgment is entered in favor of Wheeling &
Lake Erie Railway Company determining that Wheeling & Lake Erie
Railway Company determining that Wheeling has a valid, perfected
and enforceable security interest in and to all or any portion of
the Travelers Insurance Settlement Proceeds, then FRA will repay
the amount of the Travel Insurance Settlement Proceeds, then FRA
will repay the amount of the Travelers Insurance Settlement
Proceeds that it has received to Wheeling in accordance with the
terms of such final judgment; provided that upon payment to
Wheeling, FRA will have no further liability to any entity with
respect to the Travelers Insurance Settlement Proceeds.

As reported by The Troubled Company Reporter on July 25, 2014, the
Bankruptcy Court entered a closing authorization order on May 8,
2014, approving a third amendment to the asset purchase agreement,
which, among other things, authorized the Trustee, the Debtor and
RAH to close the sale of the Debtor's assets and MMA Canada's
assets either simultaneously or separately.  Moreover, FRA has
valid first priority liens on both the net escrow sales proceeds
and the other escrowed amounts.  Under the terms of the carve-out
and the second financing order, respectively, FRA is entitled to
the distribution of the net escrow sales proceeds and the other
escrowed amounts.

                       About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq.,
and D. Sam Anderson, Esq.  Development Specialists, Inc., serves
as the Chapter 11 trustee's financial advisor.  Gordian Group,
LLC, serves as the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.  MM&A Canada is represented by
Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by:
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.  The Fortress unit is represented by Terence M.
Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75% of the $25 million in
available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25% would be earmarked for claimants seeking compensation
for property that was damaged when much of the town burned.
Former U.S. Senator George Mitchell, a Democrat who represented
Maine in the U.S. Senate from 1980 to 1995 and who is now chairman
emeritus of law firm DLA Piper LLP, would administer the plan and
lead the effort to wrap up MM&A's Chapter 11 bankruptcy.

As reported by the Troubled Company Reporter on April 3, 2014,
Judge Kornreich ruled that the unofficial committee of wrongful
death claimants and its counsel have failed to comply with Rule
2019 of the Federal Rules of Bankruptcy Procedure, and as a result
of that failure, the Unofficial Committee and its counsel will not
be heard on any pending matter in the case.

As reported by the TCR on April 11, 2014, Judge Kornreich rejected
the disclosure statement for the Plan filed by the ad hoc group of
wrongful-death claimants, holding that the Plan is flawed and
unconfirmable.


MISSION NEW ENERGY: High Court Finds Unit Not Liable to Axens
-------------------------------------------------------------
Mission NewEnergy Limited announced that the High Court in
Malaysia has ruled that its subsidiary Mission Biofuels Sdn Bhd
(MBSB) is not liable to pay several unpaid invoices amounting to
approximately US$800,000 to Axens, the technology supplier of
MBSB's 250,000 tpa biodiesel plant.  Instead the court ruled that
KNM Process Systems Sdn Bhd, the contractor, is the party that is
liable to make the material payment to Axens.

KNM failed to pay Axens who then sought to recover the payment
from KNM and/or Mission.  During the trial KNM claimed that it
should be MBSB's responsibility to pay Axens and not KNM's.

The Court further allowed MBSB's counter claim against KNM for
several invoices amounting to approximately USD370,000 that MBSB
had paid on behalf of KNM to Axens.

Nathan Mahalingam, Group CEO of Mission said, "We are extremely
pleased with the outcome of this case because it again
demonstrates KNM's obligations under the EPCC contract to build
the 250,000 tpa refinery, which is the subject of an existing
arbitration process in Malaysia."

                      About Mission NewEnergy

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

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

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

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


MOMENTIVE PERFORMANCE: Bench Ruling on Confirmation of Plan
-----------------------------------------------------------
Bankruptcy Judge Robert D. Drain on Sept. 9 issued a "CORRECTED
AND MODIFIED BENCH RULING ON CONFIRMATION OF DEBTORS' JOINT
CHAPTER PLAN OF REORGANIZATION FOR MOMENTIVE PERFORMANCE MATERIALS
INC. AND ITS AFFILIATED DEBTORS."

The decision touches on five issues that remain open regarding
confirmation of the chapter 11 plan and, with respect to the
subordination of the senior subordinated unsecured notes, or the
extent of that subordination, and the extent of the so-called
make-whole provisions in the first and 1.5 lien indentures, in the
three related adversary proceedings covered by the Court's prior
order on confirmation hearing procedures.

The context of each of these rulings, however, is Judge Drain's my
ruling on confirmation of the debtors' chapter 11 plan, which has
been modified on the record a couple of times during the
confirmation hearing.

Judge Drain had adjourned his bench ruling on confirmation of the
debtors' chapter 11 plan and the related rulings in the three
adversary proceedings to give the parties another day to see if
they could negotiate, as between the first and the 1.5 lien
holders and the debtors and the second lien holders'
representatives, any settlement of their issues.

"I gather, since you're all here and looking fairly stony faced,
that hasn't happened?," Judge Drain said Tuesday afternoon.

"Okay. All right. So, I will give you my ruling on confirmation."

Judge Drain held, "It's clear to me that, except for the issues
that I am about to rule on and the one other issue that I ruled on
last week, namely, the absolute priority rule objection to
confirmation of the plan raised by the subordinated noteholders,
which I decided in favor of the debtors, there are no disputes as
to the confirmation of the plan. And, having reviewed the record,
I am prepared to make the findings under section 1129(a) of the
Bankruptcy Code required for confirmation, leaving aside, again,
the five issues that I am going to address this afternoon."

                           Subordination

Among others, Judge Drain accepted Momentive's -- and not the
senior subordinated noteholders' -- interpretation of the
subordination provisions of the indenture governing the issuance
of the notes.  He held that "It is clear, therefore, from a plain
reading of Section 10.01 of the indenture and the definition of
'Indebtedness' that the indenture and, in particular, its
subordination provision, provides for debt or claim subordination,
not lien subordination," and that "clearly, liens differ from
indebtedness in common parlance and as defined in the indenture.
Liens have a life of their own; they are not a characteristic of
indebtedness but, rather, secure it."

Under Section 10.01 of the indenture, the senior subordinated
noteholders have subordinated their right to payment of the debt
owed to them to the extent provided for in the indenture to the
prior payment in full of all existing and future "Senior
Indebtedness." The issue comes down to the definition of "Senior
Indebtedness" of the indenture.

Judge Drain also held that the subordinated noteholders'
interpretation of "Senior Indebtedness" would lead, to the
anomalous result that their notes would be subordinated to senior
unsecured debt (in Momentive's case, including the second lien
debt, which, when issued, was unsecured because it had only a
springing lien), but would cease to be subordinated when that lien
sprung or when such debt was issued on a secured basis. There is
no logical reason for such a distinction, notwithstanding the
subordinated noteholders' attempt to find one.

                        "Make-Whole" Claim

Judge Drain also explained his ruling on the dispute over the
claims of first and 1.5 lien holders to a so-called contractual
"make-whole" claim, or, barring such a claim, a common law claim
for damages, based on the debtors' payment of their notes before
the original stated maturity of the notes.

The indenture trustees for the first and 1.5 lien notes argue that
the chapter 11 plan's payment of the holders with replacement
notes entitles them to the Applicable Premium, as they will
receive such notes before October 15, 2015. They contend that such
payment would be an optional or elective redemption under the
provisions of the indentures and notes.

The Debtors and the second lien holders contend that the maturity
date of the notes has been contractually advanced and, thus, under
New York law the first and 1.5 lien holders, having provided for
acceleration in the applicable agreements, bargained for
prepayment of the notes upon the event of the Debtors' bankruptcy
and therefore forfeited their right to the Applicable Premium.

According to Judge Drain, both for purposes of confirmation of the
debtors' chapter 11 plan, as well as for Adversary Proceeding Nos.
14-08227 and 14-08228, the plain language of the first and 1.5
lien indentures and notes as applied to the present facts requires
the allowed claim of the indenture trustees for the first and 1.5
lien holders to exclude any amount for Applicable Premium or any
other damages based on the early payment of the notes.

              Rescission of Acceleration of Notes

The first and 1.5 lien trustees have sought relief from the
automatic stay under section 362(a) of the Bankruptcy Code to
implement the rescission of the automatic acceleration of the
notes that occurred under Section 6.02 of the indentures upon the
Debtors' bankruptcy filing.  The purpose of sending a rescission
notice would be to enable the holders to recover a sizeable claim
against the Debtors -- that is, to resurrect their make-whole
claim, which has been loosely quantified as approximating $200
million -- through deceleration of the debt. They thus seek to
control property of the estate by exercising a contract right to
the estate's detriment and recover, by decelerating, a claim
against the Debtors.

But Judge Drain held that the automatic stay does, in fact, apply
to the sending of a rescission notice and contractual deceleration
of the debt, pointing out tha two provisions of the Bankruptcy
Code's automatic stay apply.  First, section 362(a)(3) states that
the automatic stay upon the filing of the case includes a stay of
"any act to obtain possession of property of the estate or
property from the estate or to exercise control over property of
the estate."  Section 362(a)(6) then states that the following
also are stayed: "any act to collect, assess or recover a claim
against the debtor that arose before the commencement of the case
under this title."

The judge also reitereated that the sending of a rescission, or
deceleration notice significantly impacts the debtors' estate and
creditors -- in this case by enhancing claims potentially by
hundreds of millions of dollars.  It is, therefore, the type of
action that courts have routinely refused to permit under section
362(d)(1).

                         Plan Confirmation

Judge Drain noted that the only issue as to whether the Debtors'
chapter 11 plan satisfies section 1129(b)(2)(A)(i) of the
Bankruptcy Code is whether the plan provides, as set forth in sub-
clause (A)(i)(II), that the holders of the first and 1.5 lien
notes will "receive on account of such claim deferred cash
payments totaling the allowed amount of such claim, of a value, as
of the effective date of the plan, of at least the value of such
holder's interest in the estate's interest in such property."
(Sub-clause (A)(i)(I) is satisfied because under the plan the
first and 1.5 lien holders shall retain the liens securing their
claims to the extent of their allowed secured claims. Their liens
are not being diminished under the plan, and, as I have previously
found, those liens will secure the allowed amount of their
claims.)

Whether the plan satisfies section 1129(b)(2)(A)(i)(II) of the
Code depends on the proper present value interest rate under the
replacement notes to be issued to the first and 1.5 lien holders
under the plan on account of their allowed claims, given that
those notes will satisfy their claims over seven and seven-and-a-
half years, respectively.

The debtors contend that the interest rates under the replacement
notes are sufficient on a present value basis to meet the test of
section 1129(b)(2)(A)(i)(II).

The interest rate on the new replacement first lien notes that are
proposed to be issued under the plan is the seven-year Treasury
note rate plus 1.5 percent. As of August 26, 2014, the date of the
Court's bench ruling, that would equal an approximately 3.60
percent interest rate, based on public data issued for such
Treasury notes. The proposed replacement notes for the 1.5 lien
holders would have an interest rate equal to an imputed seven-and-
a-half-year Treasury note (based on the weighted averaging of the
rates for seven-year and ten-year Treasury notes) plus 2 percent,
which as of August 26, 2014 I calculated as approximately 4.09
percent based on public data for such Treasury notes.

The indenture trustees for the first and the 1.5 lien holders
contend that those rates do not satisfy the present value test in
section 1129(b)(2)(A)(i)(II) and argue for higher interest rates
under the replacement notes based on their view of what market-
based lenders would expect for new notes if the same tenor issued
by comparable borrowers.

According to Judge Drain, the Court clearly is not writing on a
blank slate on this issue.  It is largely governed by the
principles enunciated by the plurality opinion in Till v. SCS
Credit Corp., 541 U.S. 465 (2004), and, to the extent that the
Court has any concerns based on Till being a plurality opinion, In
re Valenti, 105 F.3d 55 (2d Cir. 1997).

According to Judge Drain, the Debtors are correct in setting the
interest rates on the first and 1.5 lien replacement notes
premised on a base rate that is riskless, or as close to riskless
as possible, plus a risk premium in the range of 1 to 3 percent,
if at all, depending on the Court's assessment of the debtors'
ability to fully perform the replacement notes.

However, the judge questions whether the 1 to 3 percent risk
premium spread over prime used in Till would be the same if
instead, as here, a base rate equal to the Treasury were used.

"It seems to me, then, that although the general risk factor
analysis conducted by Mr. Derrough [the debtors' investment
banker] was appropriate, there should be an additional amount
added to the risk premium in light of the fact that the debtors
used Treasury rates as the base rate. The additional increment, I
believe, should be another .5 percent for the first lien
replacement notes, and an additional .75 percent for the 1.5 lien
replacement notes," Judge Drain said.

"I believe that these adjustments adequately take into account
risks inherent in the debtors' performance of the replacement
notes above the essentially risk-free Treasury note base rates.
Therefore, rather than being the seven-year Treasury plus 1.5
percent, equaling 3.6 as of August 26, 2014, the rate for the
first lien replacement notes should be the Treasury rate plus 2
percent, for an overall rate of 4.1 percent as of such date; and
the rate for the 1.5 lien replacement notes should be the imputed
seven-and-a-half-year Treasury note rate plus 2.75 percent, or a
4.85 rate as of August 26, 2014. This would require an amendment
to the plan, obviously, and I don't know whether the necessary
parties would agree to it, but I believe that they should, because
it is necessary to cram down the plan over the objection of the
first and 1.5 lien holder classes."

The Debtors are funding the Plan through a $600 million equity
investment from second lienholders, a $1 billion first lien backup
takeout facility and a bridge facility of $250 million.

                        Third Party Releases

The first and 1.5 lien trustees have objected to the inclusion of
third-party releases for parties named or identified in state
court lawsuits brought by the first and 1.5 lien trustees to
enforce the terms of the Intercredtor Agreement on the second lien
holders.  Those lawsuits have been removed to the bankruptcy
Court, although remand motions are pending.

During the confirmation hearing, the Debtors and the released
parties have agreed to amend the plan to carve out of the release
of rights with respect to, and the discharge of, the pending
litigation, provided that the Court maintains jurisdiction over
that litigation.

"I conclude, having evaluated the factors under Metromedia and the
case law supporting third-party plan releases -- and, though not
fully, having reviewed the litigation claims against the Released
Second Lienholders -- that this modified release is appropriate
and would be sustained if the plan were otherwise confirmable,"
Judge Drain said, citing Deutsche Bank AG v. Metromedia Fiber
Network, Inc., 416 F.3d 136, 141 (2d Cir. 2005).

A copy of Judge Drain's September 9, 2014 Decision is available at
http://is.gd/GbVGvYfrom Leagle.com.

                           *     *     *

As reported by the Troubled Company Reporter on Sept. 5, 2014, Tom
Corrigan, writing for Daily Bankruptcy Review, said the trustee
governing Momentive's lowest-ranking bonds is seeking a
bankruptcy-court order allowing it to appeal a recent ruling on a
restructuring plan that effectively wipes out its bondholders.
According to the report, lawyers for the trustee, U.S. Bank, have
challenged a ruling that places its bonds at the bottom of the
creditor priority list, claiming that its bonds shouldn't be
treated any worse than Momentive's second-lien bonds, which are
expected to be swapped for equity.

                   About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The Debtors
said that the restructuring will eliminate $3 billion in debt.

The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases.   Klee, Tuchin, Bogdanoff & Stern LLP serves as its
counsel.  FTI Consulting, Inc., serves as its financial advisor.
Rust Consulting Omni Bankruptcy serves as its information agent.

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

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

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

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

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


MONROE HOSPITAL: Seeks Oct. 8 Auction Before Prime Sale
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, and
Sherri Toub, a Bloomberg News writer, reported that an auction
will be held on Oct. 8 for Monroe Hospital LLC, a 32-bed acute-
care surgical hospital in Bloomington, Indiana, to be sold to an
affiliate of Prime Healthcare Services Inc. absent a better offer.
According to the report, the contract with Prime has no cash
component; instead, Prime will assume liabilities on lease and
other obligations, including a $121.8 million liability on a
facility lease with MPT Bloomington LLC and a loan agreement with
an MPT affiliate.  The report said the hospital wants a hearing on
sale approval not later than Oct. 17.

                        About Monroe Hospital

Monroe Hospital, LLC, since 2006, has operated a 32 licensed bed
private acute care medical surgical hospital in Bloomington,
Indiana.  It leases the land on which the hospital is located from
MPT Bloomington, LLC.

Monroe Hospital, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Ind. Case No. 14-07417) in Indianapolis, Indiana, on
Aug. 8, 2014.  Joseph Roche signed the petition as president and
chief executive officer.  The Debtor estimated assets of at least
$10 million and $100 million to $500 million in liabilities.

The case is assigned to Judge James M. Carr. The Debtor is
represented by attorneys at Bingham Greenebaum Doll
LLP.  Upshot Services LLC acts as the Debtor's noticing, claims
and balloting agent.


MONTREAL MAINE: Panel Wants to Participate in Wrongful Death Cases
------------------------------------------------------------------
The official committee of victims appointed in chapter 11 case of
Montreal Maine & Atlantic Railway Ltd. asks the U.S. Bankruptcy
Court to modify the panel's appointment in order to authorize the
committee to take any and all actions in the wrongful death
proceedings currently pending before the Maine District Court.

The Chapter 11 trustee overseeing the Debtor's estate believes
that the committee, pursuant to the terms of the appointment
order, does not have a standing authority to file motions in the
wrongful death proceedings pending in the Maine District Court.

The matter stems from the 20 wrongful death lawsuits arising out
of the train derailment in Lac-Megantic on July 6, 2013. On
September 9, 2013, the trustee filed a motion to transfer the
wrongful death proceeding from the Illinois District Court to the
Maine District Court. Thus, on March 21, 2014, Judge Torresen
entered an order to transfer the wrongful death proceedings to the
Maine District Court because they were related to the debtor's
bankruptcy case.

The Committee said it is deemed to the best interest of the
victims that the panel be authorized to participate in the
proceeding. After all, the relief sought is procedural in nature.

The official committee of victims is represented by:

     Luc A. Despins, Esq.
     Christopher J. Fong, Esq.
     PAUL HASTINGS LLP
     Park Avenue Tower
     75 East 55th Street, First Floor
     New York, NY 10022
     Telephone: (212) 318-6000
     Facsimile: (212) 319-4090

          - and -

     Richard P. Olson, Esq.
     PERKINS OLSON
     32 Pleasant Street
     PO Box 449
     Portland, Maine 04112
     Telephone:  (207) 871-7159
     Facsimile:  (207) 871-0521

                      About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq.,
and D. Sam Anderson, Esq.  Development Specialists, Inc., serves
as the Chapter 11 trustee's financial advisor.  Gordian Group,
LLC, serves as the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.  MM&A Canada is represented by
Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by:
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.  The Fortress unit is represented by Terence M.
Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75% of the $25 million in
available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25% would be earmarked for claimants seeking compensation
for property that was damaged when much of the town burned.
Former U.S. Senator George Mitchell, a Democrat who represented
Maine in the U.S. Senate from 1980 to 1995 and who is now chairman
emeritus of law firm DLA Piper LLP, would administer the plan and
lead the effort to wrap up MM&A's Chapter 11 bankruptcy.

As reported by the Troubled Company Reporter on April 3, 2014,
Judge Kornreich ruled that the unofficial committee of wrongful
death claimants and its counsel have failed to comply with Rule
2019 of the Federal Rules of Bankruptcy Procedure, and as a result
of that failure, the Unofficial Committee and its counsel will not
be heard on any pending matter in the case.

As reported by the TCR on April 11, 2014, Judge Kornreich rejected
the disclosure statement for the Plan filed by the ad hoc group of
wrongful-death claimants, holding that the Plan is flawed and
unconfirmable.


MORNINGSTAR MARKETPLACE: Wants Exclusivity Extended to Feb. 2015
----------------------------------------------------------------
Robert L. Knupp, Esq., at Smigel, Anderson & Sacks, LLP, counsel
for debtor Morningstar Marketplace, seeks the extension of the
Debtor's exclusive period to file a plan of reorganization.

The Debtor requests to extend the time for filing a plan to
February 2, 2015 or six months from the expiration of the filing
period, which was August 2, 2014.

Morningstar Marketplace is represented by:

     Robert L. Knupp, Esq.
     SMIGEL, ANDERSON & SACKS
     4431 North Front Street
     Harrisburg, PA 17110
     Tel: (717) 234-2401)
     Fax: (717) 234-3611
     E-mail: rknupp@sasllp.com

                  About Morningstar Marketplace

Morningstar Marketplace, LTD, operator of a flea market business
in St. Thomas, Pennsylvania, filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Pa. Case No. 14-00451) in Harrisburg on
Feb. 3, 2014.  Judge Mary D France presides over the case.
Attorneys at Smigel, Anderson & Sacks, LLP serve as counsel to the
Debtor.  The Debtor estimated $100 million to $500 million in
assets and liabilities.


NEPHROS INC: Lambda Investors Reports 66% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Lambda Investors LLC disclosed that as of
Aug. 29, 2014, it beneficially owned 26,496,616 shares of common
stock of Nephros, Inc., representing 66.6 percent of the shares
outstanding.

Wexford Capital LP may, by reason of its status as managing member
of Lambda, be deemed to own beneficially the shares of Common
Stock of which Lambda possess beneficial ownership.  Wexford GP
may, by reason of its status as general partner of Wexford
Capital, be deemed to own beneficially the shares of Common Stock
of which Lambda possess beneficial ownership.  Each of Messrs.
Charles E. Davison and Joseph M. Jacobs may, by reason of his
status as a controlling person of Wexford GP, be deemed to own
beneficially the shares of Common Stock of which Lambda possess
beneficial ownership.

A copy of the regulatory filing is available for free at:

                      http://is.gd/rUeEwr

                         About Nephros

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

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

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

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


PLANDAI BIOTECHNOLOGY: Purchase Pact With Lincoln Park Canceled
---------------------------------------------------------------
The Stock Purchase Agreement between Plandai Biotechnology and
Lincoln Park Capital Fund, LLC, was terminated on Sept. 3, 2014,
according to Plandai Biotechnology's Form 8-K filing with the U.S.
Securities and Exchange Commission.  The Company previously
reported its entry into the Lincoln Park Contract on Feb. 10,
2014.

The Company's contract with Lincoln Park provided the Company with
the right to request Lincoln Park's periodic limited purchases of
its common stock.  In light of the Company's recent announcement
regarding bioavailability results, its management is presently
reviewing other financing options that would have a lesser
dilutive effect on shareholders; however, the Company said there
are no immediate needs or plans to obtain alternative financing.
The Company believes its current cash position is sufficient to
finalize the development of its production facility in South
Africa, and begin production and marketing of its products,
resulting in the Company's expectation of more attractive
financing opportunities in the future should the need arise.

The Company's contract with Lincoln Park provided in part that
Lincoln Park would agree to purchase shares of its common stock,
conditioned upon a registration of the subject shares being
declared effective by the Securities and Exchange Commission.  A
total of $300,000 in stock purchases took place under the
contract; however, the Company did not file the registration
statement as conditioned in the contract.

Pursuant to Section 11(b) of the contract, there are no early
termination penalties attributable the Agreement.

                           About Plandai

Based in Seattle, Washington, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry.  Its principle holdings consist of land, farms
and infrastructure in South Africa.

Plandai incurred a net loss of $2.96 million on $359,143 of
revenues for the year ended June 30, 2013, as compared with a net
loss of $3.83 million on $74,452 of revenues during the prior
fiscal year.  The Company's balance sheet at March 31, 2014,
showed $9.77 million in total assets, $13.20 million in total
liabilities and a $2.14 million total stockholders' deficit.

As reported by the TCR on Feb. 4, 2014, Terry L. Johnson, CPA,
replaced Patrick Rodgers, CPA, P.A., as the Company's independent
accountant.

Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, 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 incurred losses since
inception, has a negative working capital balance at June 30,
2013, and has a retained deficit, which raises substantial doubt
about its ability to continue as a going concern.


NILE SWIM: Historic Black-Owned Swim Club Seeks Bankruptcy
----------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that
Nile Swim Club of Yeadon, a Philadelphia-area swimming pool that
opened in the late 1950s for black members who were denied access
to a nearby whites-only pool, has filed for bankruptcy.  According
to the report, officials who put the Nile Swim Club into Chapter
11 protection didn?t explain the club?s survival plan in the
seven-page bankruptcy petition.


NYDJ APPAREL: Moody's Lowers Corp. Family Rating to 'B3'
--------------------------------------------------------
Moody's Investors Service downgraded NYDJ Apparel, LLC's Corporate
Family Rating and Probability of Default Rating to B3 and B3-PD,
respectively, from B2 and B2-PD. Moody's also lowered the
company's first lien secured term loan and secured revolver
ratings to B2 from B1. The rating outlook is stable.

The downgrade reflects Moody's expectation that leverage is likely
to be in the low-5 to low-6 times range (Moody's-adjusted) in the
near term as a result of pressure on the denim category from the
growing popularity of active wear. Reflecting this trend as well
as severe winter weather and mall traffic weakness, the company
meaningfully underperformed Moody's expectations since the LBO,
with EBITDA declining by about 25% in 1H 2014 over the prior year.
Moody's anticipates continued near-term declines in the core denim
category to be only partly offset by NYDJ's efforts to expand its
product line and increase wholesale penetration. As a result,
liquidity will also weaken, including a tighter covenant cushion
and still positive but lower free cash flow generation.

Rating actions:

Issuer: NYDJ Apparel, LLC

  Corporate Family Rating, downgraded to B3 from B2

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

  $12.5 million secured revolver due 2019, downgraded to B2
  (LGD3) from B1 (LGD3)

  $150 million first lien secured term loan due 2020, downgraded
  to B2 (LGD3) from B1 (LGD3)

Ratings Rationale

The B3 Corporate Family Rating considers the company's elevated
leverage, limited scale and narrow focus in the highly competitive
women's jean category. The fashion risk associated with NYDJ's
product concentration, which is currently facing headwinds from
the 'athleisure' trend, was evident in the company's recent
results. EBITDA declined meaningfully since the January 2014
buyout, resulting in LTM leverage in the low-5 times (as of June
30, 2014), as compared to Moody's expectations of mid-4 times.
While the company continues to expand its product range by adding
non-denim bottoms and tops, as well as to grow distribution,
Moody's projects earnings to decline moderately in the next 12 to
18 months. As a result, Moody's expects NYDJ to have adequate near
term liquidity, with tighter covenant cushion and lower free cash
flow generation than expected at the time of the LBO. The rating
also reflects the limited track record of the company's brand
(which was established in 2003), as well as its significant
customer concentration, with 3 major department stores accounting
for 50% sales. These risks are partly mitigated by NYDJ's history
of consistent growth until the past several quarters, and strong
EBITA margin and management team.

The stable outlook reflects Moody's expectations for a moderate
near-term earnings decline and adequate liquidity.

The ratings could be downgraded if liquidity deteriorates more
than anticipated or the company experiences significant earnings
declines such that Moody's-adjusted leverage approaches 7 times.

The ratings could be upgraded if NYDJ resumes growth on a
sustained basis and achieves and maintains leverage below 4.75
times and good liquidity.

NYDJ Apparel, LLC ("NYDJ") designs and markets apparel for women
under the "NYDJ" brand. The company's products, which include
predominantly denim bottoms, are sold through department stores,
specialty boutiques, off-price retailers, outlets and on its
ecommerce website. As of June 30, 2014, the company had LTM net
sales of approximately $178 million. NYDJ has been majority-owned
by Crestview Partners and Maybrook Capital Partners since the
January 2014 LBO.

The principal methodology used in this rating was 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.


ODYSSEY PICTURES: Late 10-K Shows $480K Net Loss in Fiscal 2013
---------------------------------------------------------------
Odyssey Pictures Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting
a net loss of $480,740 on $512,314 of net sales of services for
the year ended June 30, 2013, compared to net income to the
Company of $34,775 on $1.27 million of net sles of services for
the year ended June 30, 2012.

As of June 30, 2013, the Company had $1.54 million in total
assets, $4.15 million in total liabilities and a $2.61 million
total stockholders' deficit.

Terry L. Johnson CPA, 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 a $3.8
million working capital deficiency.  The Company may not have
adequate readily available resources to fund operations through
June 30, 2014.  This raises substantial doubt about the Company's
ability to continue as a going concern.

As reported by the TCR on Oct. 4, 2013, Odyssey Pictures had
delayed the filing of the Form 10-K because the Company had not
been able to compile all of the requisite formatted financial data
and narrative information necessary for it to have sufficient time
to complete its annual report on Form 10-K for the year ended
June 30, 2013, without unreasonable effort or expense.

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

                        http://is.gd/fkH5Ed

                           About Odyssey

Plano, Tex.-based Odyssey Pictures Corp., during the nine months
ended March 31, 2012, realized revenues from the sale of branding
and image design products and media placement services.  The
Company's ongoing operations have consisted of the sale of these
branding and image design products, increasing media inventory,
productions in progress and development of IPTV Technology and
related services.


OKLAHOMA UNITED METHODIST: Hires Holden & Carr as Special Counsel
-----------------------------------------------------------------
Central Oklahoma United Methodist Retirement Facility, Inc. dba
Epworth Villa seeks permission from the U.S. Bankruptcy Court for
the Western District of Oklahoma to employ Steven E. Holden, Jane
Cowdery and Holden & Carr as special counsel, nunc pro tunc to
July 18, 2014.

Epworth Villa desires to employ Holden, Cowdery, and Holden & Carr
in this Chapter 11 bankruptcy case as its special counsel to
continue their representation of Epworth Villa in the State Court
Case in all matters for which the automatic stay has been or will
be modified.

Some or all of the fees and expenses of Holden, Cowdery, and
Holden & Carr are covered and will be paid by an insurance policy
issued in favor of Epworth Villa by OneBeacon Insurance.  To the
extent, if any, that estate funds will be necessary to pay the
fees and expenses of Holden, Cowdery, and Holden & Carr in
connection with their representation in this case, approval by the
Court will be requested.

Stephen E. Holden, partner of Holden & Carr, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

Holden & Carr can be reached at:

       Steven E. Holden, Esq.
       HOLDEN & CARR
       First Place
       15 East 5th Street, Suite 3900
       Tulsa, OK 74103
       Tel: (214) 745-8888
       Fax: (918) 295-8889
       E-mail: hm@HoldenLitigation.com

              About Central Oklahoma United Methodist

Central Oklahoma United Methodist Retirement Facility, Inc., dba
Epworth Villa, sought protection under Chapter 11 of the
Bankruptcy Code on July 18, 2014 (Case No. 14-12995, Bankr. W.D.
Okla.).  The case is before Judge Sarah A. Hall.

The Debtor's counsel is Brandon Craig Bickle, Esq., Sidney K.
Swinson, Esq., and Mark D.G. Sanders, Esq., at Gable & Gotwals,
P.C., in Tulsa, Oklahoma; and G. Blaine Schwabe, III, Esq., at
Gable & Gotwals, P.C., in Oklahoma City, Oklahoma.


OKLAHOMA UNITED METHODIST: Taps Walding Patton as Special Counsel
-----------------------------------------------------------------
Central Oklahoma United Methodist Retirement Facility, Inc. dba
Epworth Villa seeks permission from the U.S. Bankruptcy Court for
the Western District of Oklahoma to employ Andrew L. Walding of
Walding & Patton PLLC as special counsel, nunc pro tunc to
July 18, 2014.

Among the assets of the bankruptcy estate is a potential legal
malpractice claim arising out of the representation of Epworth
Villa in the State Court Case (the "Claim").  Epworth Villa
desires to employ Mr. Walding of Walding & Patton in this Chapter
11 bankruptcy case as its special counsel to investigate the Claim
and represent Epworth Villa in connection with any litigation or
other proceeding later determined to be appropriate, if authorized
by Epworth Villa.

Under the proposed arrangement for compensation, Mr. Walding will
charge a reasonable hourly rate of $300 and will seek
reimbursement of his actual out-of pocket expenses, subject to
Court approval.

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

Mr. Walding can be reached at:

       Andrew L. Walding, Esq.
       WALDING & PATTON PLLC
       400 N. Walker Ave., Suite 195
       Oklahoma City, OK 73102-1889
       Tel: (405) 232-0621

              About Central Oklahoma United Methodist

Central Oklahoma United Methodist Retirement Facility, Inc., dba
Epworth Villa, sought protection under Chapter 11 of the
Bankruptcy Code on July 18, 2014 (Case No. 14-12995, Bankr. W.D.
Okla.).  The case is before Judge Sarah A. Hall.

The Debtor's counsel is Brandon Craig Bickle, Esq., Sidney K.
Swinson, Esq., and Mark D.G. Sanders, Esq., at Gable & Gotwals,
P.C., in Tulsa, Oklahoma; and G. Blaine Schwabe, III, Esq., at
Gable & Gotwals, P.C., in Oklahoma City, Oklahoma.


PGX HOLDINGS: S&P Assigns 'B' CCR & Rates $280MM Loan 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B'
corporate credit rating to Salt Lake City, Utah-based PGX Holdings
Inc.  The outlook is stable.

Additionally, S&P assigned a 'B+' issue-level rating with a
recovery rating of '2' to the company's proposed $280 million
senior secured first-lien term loan B due 2020.  The '2' recovery
rating indicates S&P's expectation for substantial (70% to 90%)
recovery of principal in the event of a default.  S&P also
assigned a 'CCC+' issue-level rating with a '6' recovery rating to
the proposed $160 million senior secured second-lien term loan due
2021.  The '6' recovery rating indicates S&P's expectation for
negligible (0% to 10%) recovery of principal in the event of a
default.

"Our assessment of PGX's business risk profile reflects its modest
revenue base, narrow and fragmented end market with high customer
turnover, and limited revenue diversity," said Standard & Poor's
credit analyst Martha Toll-Reed.

The company's track record of revenue growth and consistent
operating profitability partially offset these factors.  S&P also
views PGX's operations in countries with very low risk as a
partial mitigating factor, given highly competitive and fragmented
industry conditions.

The stable outlook reflects S&P's expectation that PGX will
continue to achieve revenue growth by expanding its market
penetration and adding new customers, while maintaining consistent
EBITDA margins.

S&P views an upgrade as unlikely, due to PGX's highly leveraged
financial profile, and S&P's expectation that the company's
financial sponsor ownership will preclude sustained deleveraging.

While not expected, S&P could lower the rating if a sustained
decline in new customer growth causes revenues and EBITDA to
deteriorate materially, such that leverage exceeds the mid-8x
level.  S&P could also lower the rating if earnings weakness or
aggressive financial policies cause negative free operating cash
flow or less than adequate liquidity.


PGX HOLDINGS: Moody's Assigns B2 CFR & Rates $160MM Loan Caa1
-------------------------------------------------------------
Moody's Investors Service assigned to PGX Holdings, Inc.
("Progrexion") a B2 Corporate Family Rating (CFR), a B2-PD
probability of default rating, and Ba3 and Caa1 ratings to the
proposed first and second-lien credit facilities, respectively.
Progrexion will use the proceeds from the new credit facilities
and a portion of its cash to refinance existing debt. The outlook
for ratings is stable.

Ratings Rationale

The B2 CFR reflects Progrexion's leading position in the niche
credit report repair services industry through its well-recognized
brands, Lexington Law and CreditRepair.com. The rating is
supported by the company's strong growth prospects given the large
untapped market for credit repair services, and Moody's
expectation that Progrexion should maintain total debt to EBITDA
(Moody's adjusted) below 5x. Moody's expects the company to
maintain stable EBITDA margins in the mid-30% range (Moody's
adjusted) and generate free cash flow exceeding 8% of total debt
over the next 12 months.

The rating is constrained by the company's small operating scale
and its history of debt-financed distributions to shareholders
under its current sponsors.

Progrexion benefits from direct relationships with the principal
consumer credit reporting agencies and ongoing support of the
agencies is important for the company. In addition, Progrexion's
business risk is high because of its reliance on an independent
law firm, John C Health PLLC ("Heath"). Progrexion has operated
with Heath since 2004 and it has multi-year contracts to ensure
continuity. Moody's believes that continued access to Heath's
network of lawyers and paralegals is critical to Lexington Law's
customer acquisition strategy and to ensure compliance with
applicable statutes in the various states where the law firm
operates. The potential for changes in legal and regulatory
environment that could affect Progrexion's business model also
constrains the ratings.

Moody's views the company's liquidity as adequate, consisting of
its modest cash balances and projected free cash flow.

The stable ratings outlook is based on Moody's expectation that
Progrexion will maintain strong revenue growth and stable EBITDA
margins in the mid-30% range.

Moody's assigned the following ratings:

Issuer: PGX Holdings, Inc.

Corporate Family Rating -- B2

Probability of Default Rating -- B2-PD

$280 million first lien term loan B facility due 2020 -- Ba3,
LGD2

$160 million second lien term loan facility due 2021 -- Caa1,
LGD5

Outlook, Stable

Moody's could downgrade Progrexion's ratings if revenue growth
rates decline sharply, EBITDA margins deteriorate or financial
policy becomes more aggressive such that total debt to EBITDA
(Moody's adjusted) is sustained above 5.5x or free cash weakens to
the low single digit percentages of total debt for an extended
period of time. Additionally, a deterioration in liquidity could
pressure the ratings.

Given Progrexion's small operating scale and its shareholder-
friendly financial policies, a ratings upgrade is not expected in
the near term. However, ratings could be raised over time if
Progrexion's revenues, earnings and operating cash flow materially
increase, the company diversifies its service offerings and
Moody's believes that the company will pursue less aggressive
financial policies. The ratings could be raised if Moody's expects
Progrexion to sustain total debt to EBITDA of 4x and free cash
flow in excess of 10% of total debt, while maintaining strong
revenue growth rates.

Headquartered in Salt Lake City, UT, PGX Holdings, Inc. is a
leading provider of credit report repair services in the U.S. The
company is majority owned by funds affiliated to private equity
firm H.I.G. Capital. Moody's expects Progrexion's revenues to
exceed $240 million in 2014.

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.


PHILADELPHIA ENTERTAINMENT: Pa. Wants Out of $50MM Adversary Suit
-----------------------------------------------------------------
Law360 reported that Pennsylvania told a bankruptcy court that
Philadelphia Entertainment & Development Partners LP, the bankrupt
developer of a planned Foxwoods casino project that fell through
in 2010, is now improperly trying to revive a $50 million gaming
license dispute with the state and sought dismissal of the
debtor's adversary proceeding.  According to the report,
Philadelphia Entertainment lost a gaming license in 2010, after
the Pennsylvania Gaming Control Board found that it stalled
construction on the planned Foxwoods casino and failed to maintain
"financial suitability."

                  About Philadelphia Entertainment

Philadelphia Entertainment and Development Partners, L.P., filed a
Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 14-12482)
on March 31, 2014.  Brian R. Ford signed the petition as
authorized signatory.  The Debtor estimated assets of at least $10
million and liabilities of at least $50 million.  DLA Piper LLP
(US) serves as the Debtor's counsel.  Judge Magdeline D. Coleman
oversees the case.

Philadelphia Entertainment and Development Partners, L.P.,
notified the Bankruptcy Court that the Effective Date of its First
Modified Chapter 11 Plan of Liquidation occurred on Aug. 18, 2014.
The bankruptcy judge, on July 28, confirmed the Plan dated as of
March 10, 2014; as modified on May 27.


PLASTIC2OIL INC: Incurs $1.02-Mil. Net Loss in Second Quarter
-------------------------------------------------------------
Plastic2Oil, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $1.02 million on $6,355 of total sales
for the three months ended June 30, 2014, compared with a net loss
of $3.06 million on $101,905 of total sales for the same period in
2013.

The Company's balance sheet at June 30, 2014, showed $8.47 million
in total assets, $6.31 million in total liabilities, and
stockholders' equity of $2.16 million.

The Company has experienced negative cash flows from operations
since inception, and has a working capital deficiency of $2.72
million and an accumulated deficit of $63.89 million as of June
30, 2014.  Management's assessment of potential liquidity
problems, working capital issues and negative cash flows from
operations raise substantial doubt about its ability to continue
as a going concern and to operate in the normal course of
business.  To date, the Company has funded its activities
primarily from equity financings and, to a much lesser extent,
debt financing and cash from operations, according to the
regulatory filing.

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

                       http://is.gd/Pgt6nY

Plastic2Oil, Inc., formerly JBI Inc., is a North American fuel
company that transforms unsorted, unwashed waste plastic into
ultra-clean, ultra-low sulphur fuel without the need for
refinement.  The Company's Plastic2Oil (P2O) is a process designed
to provide immediate economic benefit for industry, communities
and government organizations with waste plastic recycling
challenges.  It is also focused on the creation of green
employment opportunities and a reduction in the cost of plastic
recycling programs for municipalities and business.  The Company's
fuel products include No. 6 Fuel, No. 2 Fuel (diesel, petroleum
distillate), Naphtha, Petcoke (carbon black) and Off-Gases. No. 6
Fuel is heavy fuel used in industrial boilers and ships. No. 2
Fuel is a mid-range fuel known as furnace oil or diesel.  Naphtha
is a light fuel that is used as a cut feedstock for ethanol or as
white gasoline in high and regular grade road certified fuels.


PLATFORM SPECIALTY: Moody's Maintains B1 Rating for Add-on Debt
---------------------------------------------------------------
Moody's Investors Service maintains Platform Specialty Products
Corporation's (Platform, B1 stable) rating following the announced
incremental $300 million senior secured term loan, co-issued by
MacDermid Inc. The add-on term loan will have no impact on the B1
term loan rating; this incremental debt brings the total term loan
to approximately $1.45 billion. Proceeds of the proposed add-on
term-loan together with cash on hand and stock will be used to
acquire Belgium-based Agriphar Group. Platform's ?300 million
($405 million) acquisition of Agriphar is expected to close in the
fourth quarter of 2014. Platform's other ratings are unchanged.

Ratings Rationale

Platform's rating reflects the company's moderate size and
expectations of acquisition-driven growth, as a result of the
company's stated tactic of being an acquirer and consolidator of
specialty chemicals businesses globally. The rating reflects the
diverse revenue stream, strong margins and cash flow generating
capabilities of the combined businesses, which benefit from
geographic, operational, and product diversity through its global
footprint, with significant operations in the US, Europe, and
Asia. Further supporting the rating are Platform's ability to
generate positive free cash flow throughout the business cycle and
track record of improving EBITDA margins to levels reflective of
specialty chemicals (above 15%), both of which support good
liquidity. The company enjoys strong market positions in certain
niche markets, modest capital expenditure requirements, and has
limited exposure to volatile raw materials costs, since the
majority of Platform's raw materials are not petrochemical-based
therefore the company does not experience the same cost pressures
as other chemical firms. The rating also reflects Platform's
exposure to cyclical end-markets such as automotive, commercial
packaging and consumer electronics (printed circuit boards)
through its Performance Materials and Graphic Solutions segments.
While this exposure will decline with the addition of the
Chemtura's AgroSolutions business and the Agriphar business, the
Performance Materials and Graphic Solutions segments will continue
to contribute approximately 40% of revenue.

Pro forma for both the Agriphar and Chemtura AgroSolutions
acquisitions and the supporting financing, Moody's expect
Platform's Debt/EBITDA to increase to 4.5x, but remain below 5.0x,
which is Moody's stated trigger for a downgrade. As long as
management maintains discipline regarding its target net leverage
ratio of 4.5x and the transaction is financed in a manner
consistent with stated goals there will be no ratings impact. (All
ratios include Moody's Standard Adjustments.)

The Agriphar acquisition will complement Platform's $1 billion
acquisition of Chemtura's AgroSolutions crop protection business
that is also expected to close in the fourth quarter of 2014. Both
AgroSolutions and Agriphar manufacture and distribute herbicide,
fungicide, and insecticide products for various crops and together
will comprise a new business vertical for Platform. Pro forma for
the acquisitions, Platform's sales are roughly $1.4 billion for
the twelve months ended June 30, 2014 (LTM revenues of $749
million from Platform's existing business and $467 million from
AgroSolutions as of June 30, 2014 as well as $171 million YE 2013
revenues from Agriphar).

There is limited upside to the rating at this time. The ratings
could be upgraded if leverage falls below 4.0x on a sustained
basis and the company demonstrates its ability to grow its sales
and generate significant free cash flow. Platform's ratings could
be downgraded if its operating and credit metrics deteriorate.
Specifically, if leverage increase above 5.0x and free cash
flow/Debt declines below 4% Moody's could contemplate a rating
downgrade. The rating would be pressured if management undertakes
a sizable debt-financed acquisition, if the company accelerates
the pace of acquisitions such that debt rises faster than EBITDA,
if there is no debt reduction between acquisitions, or if
management deviates from the stated leverage target.

Headquartered in Miami, Florida, Platform Specialty Products Corp
(Platform) is a publicly-traded company founded by investors
Martin Franklin and Nicolas Berggruen in 2013. Platform's first
acquisition in 2013 was MacDermid Holdings, LLC, a global
manufacturer of variety of chemicals and technical services for a
range of applications and markets including; metal and plastic
finishing, electronics, graphic arts, and offshore drilling.
Platform is in the process of acquiring Chemtura Corporation's
AgroSolutions business and Belgium-based Agriphar Group
agricultural chemical business, in levered transactions valued at
roughly $1 billion and $405 million, respectively.


POSITRON CORP: Joseph Oliverio Appointed as New Chairman
--------------------------------------------------------
Patrick G. Rooney tendered his resignation as Positron
Corporation's chairman and chief executive officer, effective
Sept. 5, 2014.  Mr. Rooney will continue to pursue current and
future strategic collaborations and expansion opportunities on
behalf of the Company.

Joseph G. Oliverio, a member of the Board of Directors and
president of the Company, was elected to serve as Chairman of the
Board of Directors as Mr. Rooney's replacement effective Sept. 8,
2014.

                    About Positron Corporation

Headquartered in Fishers, Indiana, Positron Corporation is a
molecular imaging company focused on nuclear cardiology.

Positron reported a net loss of $7.10 million on $1.63 million of
sales for the year ended Dec. 31, 2013, as compared with a net
loss of $7.95 million on $2.80 million of sales during the prior
year.

Sassetti LLC, in Oak Park, Illinois, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has a significant accumulated deficit which raises
substantial doubt about the Company's ability to continue as a
going concern.

                         Bankruptcy Warning

The Company had cash and cash equivalents of approximately
$1,744,000 at December 31, 2013.  The Company utilized $2,520,000
proceeds from issuance of convertible debt and securities, and
$2,285,000 proceeds from non-interest bearing advances to fund
operating activities during the year ended December 31, 2013.  The
Company had accounts payable and accrued liabilities of
approximately $1,401,000 and a negative working capital of
approximately $12,084,000.  The Company believes that it may
continue to experience operating losses and accumulate deficits in
the foreseeable future.

"If we are unable to obtain financing to meet our cash needs we
may have to severely limit or cease our business activities or may
seek protection from our creditors under the bankruptcy laws," the
Company said in the 2013 Annual Report.


PRINCE FREDERICK: Contractor's Equitable Subord. Case Junked
------------------------------------------------------------
Old Line Bank and Prince Frederick Investment, LLC, sought and
obtained dismissal of the second amended complaint filed by
Atlantic Builders Group, Inc., arguing that the complaint, among
other things, fails to state a claim for equitable subordination.

Prince Frederick Investment was formed for the purpose of
constructing and operating the West Lake Medical Center.  On
August 8, 2008, ABG entered into a contract with the Debtor to
construct the Center for $2,082,000, subject to additions and
deductions as provided by the Contract.

ABG began construction of the Center in September 2008.

2The Bank, through its predecessor in interest Maryland Bank and
Trust Company, N.A., in October 2008 made an initial $2,976,000
construction loan to Westlake Investors, LLC for the construction
of the Center.  That amount was increased to $3,326,000 on January
14, 2010.  The loan was secured by a first priority lien in the
Center and was guaranteed by the Debtor.

At the time construction began on the Center in the fall of 2008,
the Bank and ABG entered into a Contractor's Agreement to
Complete.  It provided that ABG could not terminate the Contract
until the Bank had an opportunity to remedy the default, provided
that the Bank advanced funds for ABG's completion of the work.

ABG submitted monthly payment applications to the Debtor as
construction progressed.  These payment applications were reviewed
by agents for both the Debtor and the Bank.  The Debtor, with the
Bank's approval, increased the total amount due to ABG to
$2,382,614 of which ABG was paid $2,172,950.

The project had numerous problems that delayed completion and
added to the cost of construction.  The problems included: (1) the
inability to obtain an electrical permit because of deficiencies
in the architect's documents and design; and (2) serious design
errors in the Center's three roofs.  These problems delayed
construction by more than six months and resulted in delay claims
of $318,656.

The Bank and ABG routinely communicated about the timing of
approval of payments and distribution of payments.  The Bank
approved ABG's change orders and authorized disbursement of funds
to pay ABG and other expenses in connection with the Center's
construction, but ABG did not indicate that there were
insufficient funds to pay them.  On at least two occasions, the
Bank approved ABG's payments without obtaining approval from the
Debtor.

The Debtor obtained a Certificate of Occupancy and moved into the
Center on March 31, 2010.

Prior to the Bank's initial loan in October 2008, the Bank had
actual knowledge that the Debtor would be undercapitalized and
could not fund the construction of the Center.  In January 2010,
before the Bank increased the initial loan by approximately
$350,000, the Bank knew the increase would remain insufficient to
fund the projected additional cost to construct the Center.  The
Bank purposefully withheld from ABG the fact that the increased
loan would not cover ABG's construction costs and change orders to
induce the Debtor to finish construction.

The Debtor filed a voluntary chapter 11 petition on June 8, 2012,
and scheduled the Bank's total claim as $3,194,640 secured by a
lien on the Center, which was valued at $3,151,526.

ABG seeks a determination that the Bank's claim and liens should
be equitably subordinated pursuant to 11 U.S.C. Sec. 510(c).
Among others, ABG cited that the Bank controlled the Debtor's
financial affairs.  ABG also pointed out that on two occasions,
the Bank approved two payments without first obtaining approval
from the Debtor or the Debtor's architect.

Bankruptcy Judge Thomas J. Catliota, however, ruled that ABG's
allegations of control -- to the extent they even evidence control
-- are much less than the severity of control required from
prevailing case law.  The Court said the the Bank's right to
review change orders coupled with ABG's failure to give the
required notice under the Contractor Agreement makes its claim
that the Bank engaged in egregious conduct by remaining silent
implausible.  The Court also held that in approving the payments,
the Bank did what both the Debtor and ABG wanted it to do.

The case is, Atlantic Builders Group, Inc. Plaintiff, v. Old Line
Bank, et al. Defendants, 13-00461 (Bankr. D. Md.).  A copy of the
Court's September 9, 2014 Amended Memorandum of Decision is
available at http://is.gd/hZHlzYfrom Leagle.com.

Prince Frederick Investments, LLC, fka Westlake Investors, LLC,
based in Huntingtown, Md., filed a voluntary chapter 11 petition
(Bankr. D. Md. Case No. 12-20900) on June 8, 2012.  Judge Thomas
J. Catliota presides over the case.  James Greenan, Esq., at
McNamee Hosea, serves as the Debtor's counsel.  It scheduled
assets of $3,408,004 and liabilities of $4,003,287.  The petition
was signed by Richard Cirillo, managing member.  A list of the
Company's 15 largest unsecured creditors filed together with the
petition is available for free at
http://bankrupt.com/misc/mdb12-20900.pdf


PROBE MANUFACTURING: Posts $58.8K Net Loss in 1H of 2014
--------------------------------------------------------
Probe Manufacturing, Inc., filed its quarterly report on Form 10-
Q, saying that while it had a working capital surplus of $106,944,
it still had net loss of $58,808 for the six months ended June 30,
2014 and an accumulated deficit of $1.35 million as of June 30,
2014.  Therefore, the ability of the Company to operate as a going
concern is still dependent upon its ability to: (1) obtain
sufficient debt and/or equity capital; and/or (2) generate
positive cash flow from operations.

The Company reported net profit of $16,314 on $1.03 million of
sales for the three months ended June 30, 2014, compared with a
net loss of $85,076 on $1.02 million of sales for the same period
last year.

The Company's balance sheet at June 30, 2014, showed $1.99 million
in total assets, $1.23 million in total liabilities, and
stockholders' equity of $770,084.

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

                       http://is.gd/jzUGLy

                    About Probe Manufacturing

Irvine Calif.-based Probe Manufacturing, Inc., provides global
design and manufacturing services to original electronic equipment
manufacturers (OEM) from its 23,000 sq-ft facility in Irvine,
California and Trident Manufacturing's 16,000 sq-ft facility in
Salt Lake City, Utah, which it acquired in the first quarter of
2013.  Revenue is generated from sales of services primarily to
customers in the medical device, aerospace/military,
telecommunication, alternative fuel, industrial and
instrumentation product manufacturers.


QUANTUM CORP: Stockholders Elected 9 Directors
----------------------------------------------
Quantum Corporation held its annual meeting of stockholders on
Sept. 9, 2014, at which the stockholders:

   1. elected nine nominees recommended by the Company's Board of
      Directors to the Board to serve until the next Annual
      Meeting or until their successors are elected and duly
      qualified, namely: Paul R. Auvil III, Philip Black, Louis
      DiNardo, Dale L. Fuller, Jon W. Gacek, David A. Krall, Gregg
      J. Powers, David E. Roberson and Jeffrey C. Smith;

   2. ratified the appointment of PricewaterhouseCoopers LLP as
      the independent registered public accounting firm of the
      Company for the fiscal year ending March 31, 2015;

   3. voted for the adoption of a resolution approving, on an
      advisory basis, the compensation of the Company's named
      executive officers;

   4. approved and ratified an amendment to the Company's 2012
      Long-Term Incentive Plan to increase the number of shares of
      Common Stock available for issuance under the Plan by
      4,800,000 shares; and

   5. approved and ratified an amendment to the Company's Employee
      Stock Purchase Plan to increase the number of shares of
      Common Stock available for issuance under the ESPP by
      6,500,000 shares.

                         About Quantum Corp.

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

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

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


RADIOSHACK CORP: In Talks to Get Finances, Warns of Bankruptcy
--------------------------------------------------------------
Drew Fitzgerald and Michael Calia, writing for The Wall Street
Journal, reported that Radioshack Corp. said it is in talks to
shore up its finances and hopes to announce a deal in the near
term, but warned that it could quickly run of out cash and be
forced to turn to bankruptcy court and liquidate if the talks
fail.  According to the report, Radioshack's shares were down 5.5%
to 88 cents in premarket trading on the announcement made on
Sept. 11.

                    About Radioshack Corporation

RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com--
is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs.  RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.

Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139.4 million in 2012, and net income of $72.2 million in
2011.  As of May 3, 2014, Radioshack had $1.32 billion in total
assets, $1.25 billion in total liabilities and $72.6 million in
total stockholders' equity.

                           *     *     *

As reported by the TCR on June 18, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on the Fort Worth,
Texas-based RadioShack Corp. to 'CCC' from 'CCC+'.  "The downgrade
reflects the company's very weak operating trends, which have led
to significant liquidity usage.  Even if performance trends
moderate, we expect the company to be using cash over the near
term," said credit analyst Charles Pinson-Rose.

In the Dec. 30, 2013, edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Long-term Issuer Default Rating (IDR) on
RadioShack Corporation.  The IDR reflects the significant decline
in RadioShack's profitability and cash flow, which has become
progressively more pronounced over the past two years.

The TCR reported on March 13, 2014, that Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa2 from Caa1.  "The continuing negative trend in RadioShack's
sales and margins has resulted in a precipitous drop in
profitability causing continued deterioration in credit metrics
and liquidity," Mickey Chadha, Senior Analyst at Moody's said.

Troubled Company Reporter, citing The Wall Street Journal,
reported on March 5, 2014, that RadioShack plans to cut back its
store count, after a sharp drop in sales over the holidays left it
with a $400 million loss in 2013.  The electronics retailer said
it could close as many as 1,100 U.S. stores -- one out of every
four that it operates itself -- underscoring the difficulty it has
had adapting to a fast changing consumer landscape.


RESIDENTIAL CAPITAL: Ally Incurs Cost Over Injunction Violation
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, and
Sherri Toub, a Bloomberg News writer, reported that Ally Financial
Inc. incurred unnecessary cost as the result of creditors'
violation of an injunction in Residential Capital LLC's court-
approved Chapter 11 plan but could not recover those costs because
the former ResCap parent did provide attorneys' time sheets to
justify reimbursement of legal costs.

The Bloomberg report related that in November, 69 plaintiffs sued
in a California state court alleging that Ally commitment
fraudulent concealment, intentional misrepresentation and
negligent misrepresentation in making home mortgages.  U.S.
Bankruptcy Judge Martin Glenn in Manhattan wrote a June opinion
telling the creditors to dismiss the California suit because it
was filed in violation of ResCap's plan, the report related.  In
another opinion in August, Judge Glenn declined to impose a
$13,200 sanction on the creditors, in part because they withdrew
the lawsuit as he commanded.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake.  Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.

As of March 31, 2014, the Company had $148.45 billion in total
assets, $133.99 billion in total liabilities and $14.45 billion in
total equity.

                           *     *     *

As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings
Services said it raised its issuer credit rating on Ally Financial
Inc. to 'BB' from 'B+'.  "The upgrade reflects the company's
release from potential legal and financial liabilities stemming
from its ownership of ResCap," said Standard & Poor's credit
analyst Tom Connell.

In the April 3, 2014, edition of the TCR, Fitch Ratings has
upgraded Ally Financial Inc.'s long-term Issuer Default Rating
(IDR) and senior unsecured debt rating to 'BB+' from 'BB'.
The rating upgrade reflects increased clarity around Ally's
ownership structure given Ally's recent announcement that it has
launched an initial public offering those shares of its common
stock held by the U.S. Treasury (the Treasury).

As reported by the TCR on July 16, 2014, Moody's Investors Service
affirmed the Ba3 corporate family and B1 senior unsecured ratings
of Ally Financial, Inc. and revised the outlook for the ratings to
positive from stable.  Moody's affirmed Ally's ratings and revised
its rating outlook to positive based on the company's progress
toward sustained improvements in profitability and repayment of
government assistance received during the financial crisis.


RESTORGENEX CORP: Files Copy of Presentation Materials with SEC
---------------------------------------------------------------
On or about Sept. 9, 2014, representatives of RestorGenex
Corporation began making presentations at investor conferences and
in other forums, the Company disclosed in a regulatory filing with
the u.S. Securities and Exchange Commission.  The presentation
focused on:

   * summary of recent offering
   * board of directors
   * management
   * potential out-licensing opportunities
   * summary of product portfolio
   * investment highlights

RestorGenex expects to disclose the information contained in
presentation, in whole or in part, and possibly with
modifications, in connection with presentations to investors,
analysts and others during the remainder of 2014 and into 2015.

A copy of the presentation slides is available for free at:

                        http://is.gd/DyyE2C

                         About RestorGenex

RestorGenex Corporation operates as a biopharmaceutical company.
It focuses on dermatology, ocular disease, and women's health
areas.  The company was formerly known as Stratus Media Group,
Inc., and changed its name to RestorGenex Corporation in March
2014.  RestorGenex Corporation is based in Los Angeles,
California.

Restorgenex reported a net loss of $2.45 million in 2013 following
a net loss of $6.85 million in 2012.  The Company's balance sheet
at March 31, 2014, showed $26.45 million in total assets, $14.23
million in total liabilities, and stockholders' equity of $12.21
million.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that RestorGenex Corporation has suffered recurring
losses and has negative cash flow from operations.  These
conditions raise substantial doubt as to the ability of
RestorGenex Corporation to continue as a going concern.


REVEL AC: Settles Ernst & Young Prepetition Fee Complication
------------------------------------------------------------
Law360 reported that Ernst & Young LLP has agreed to return
$100,000 in fees it received from the Revel Casino Hotel prior to
its second bankruptcy filing in order to resolve prepetition claim
concerns.  According to the report, Revel had filed an application
in July seeking authorization to employ Ernst & Young as its
auditor and tax adviser, but the casino did not yet retain the
firm because the parties have been involved in discussions with
the U.S. Trustee and the creditors' committee regarding concerns
over $491,726 that Ernst & Young received in the 90 days leading
up to Revel's Chapter 11 bankruptcy filing on June 19.

                           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: Florida Developer Offers $90-Mil. For Casino
------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that
Glenn Straub, a Florida real-estate developer, is offering $90
million in cash to acquire Revel AC's casino and resort, days
after the embattled casino shut down and stopped operations.
According to the report, court documents are unclear whether Mr.
Straub would operate Revel as a casino.

                           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.


RICCO INC: Court Green Lights Payment to Clear Mountain Bank
------------------------------------------------------------
Judge Patrick M. Flatley has entered an order authorizing Robert
L. Johns, Chapter 11 trustee of Ricco Inc., to pay Clear Mountain
Bank with its first priority deed of trust line in the amount of
$10,723.58, plus interest from June 6, 2014, at the rate of $1.70
per day.

A motion was first filed on June 6, 2014 by the debtor through Mr.
Johns asking to distribute the sale proceeds to Clear Mountain
Bank.  The court entered an order on July 8, 2014.

On September 13, 2013, the trustee filed a motion to sell the real
estate located in Maryland.  The sale received a bid of
$290,000.00 for the real estate. The court approved the sale on
December 11, 2013.

Since Clear Mountain Bank had a first priority lien, it demanded
that payments should be first made to them. The trustee believes
that the payment would be beneficial to the estate.

Trustee Robert L. Johns is represented by:

     TURNER & JOHNS PLLC
     216 Brooks Street, Suite 200
     Charleston, WV 25301

                          About Ricco Inc.

Elk Garden, West Virginia-based Ricco, Inc. -- aka Amico Partners,
Ambizioso Partners, Lupo Tana Partners, and Tre Manichinos
Partners -- filed for Chapter 11 bankruptcy protection on Jan. 7,
2010 (Bankr. N.D. W.V. Case No. 10-00023).  In its schedules, the
Debtor disclosed $15,162,600 in assets and $4,093,674 in
liabilities as of the Petition Date.

Wendel B. Turner, Esq., and Robert L. Johns, Esq., at Turner &
Johns, PLLC, in Charleston, West Va., represent Robert L. Johns,
Chapter 11 Trustee as counsel.

David M. Thomas, Esq., and Michael R. Proctor, Esq., at Dinsmore
and Shohl LLP, in Morgantown, W. Va., represent the Official
Committee of Unsecured Creditors as counsel.


ROSETTA GENOMICS: Files Supplement to 6,000 Shares Prospectus
-------------------------------------------------------------
Rosetta Genomics Ltd., on Sept. 8, 2014, filed a prospectus
supplement relating to the issuance of 6,000 of its ordinary
shares to a former employee in consideration of settlement of a
dispute, according to a document filed with the U.S. Securities
and Exchange Commission.

Raved, Magriso, Benkel & Co., at Advocates & Notaries, who acted
as Israeli legal counsel to Rosetta Genomics Ltd. in connection
with the prospectus supplement, issued the following opinion:

   "Based upon and subject to the foregoing, and subject to the
    assumptions, comments, qualifications, limitations and
    exceptions stated herein, we are of the opinion that following
    the issuance and delivery of the Shares under and in
    accordance with the terms of the Settlement Agreement, the
    Shares will be validly issued, fully paid and non-assessable."

                            About Rosetta

Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

Rosetta Genomics incurred a net comprehensive loss after
discontinued operations of $12.89 million on $405,000 of revenues
for the year ended Dec. 31, 2013, as compared with a net
comprehensive loss after discontinued operations of $10.45 million
on $201,000 of revenues in 2012.

As of Dec. 31, 2013, the Company had $25.88 million in total
assets, $2.24 million in total liabilities and $23.63 million in
total shareholders' equity.

                         Bankruptcy Warning

"We will require substantial additional funding and expect to
augment our cash balance through financing transactions, including
the issuance of debt or equity securities and further strategic
collaborations.  On December 7, 2012, we filed a shelf
registration statement on Form F-3 with the SEC for the issuance
of ordinary shares, various series of debt securities and/or
warrants to purchase any of such securities, either individually
or in units, with a total value of up to $75 million, from time to
time at prices and on terms to be determined at the time of such
offerings.  The filing was declared effective on December 19,
2012.  As of the time of the filing of this Annual Report on Form
20-F, we had sold through the Cantor Sales Agreement an aggregate
of 1,559,537 of our ordinary shares for gross proceeds of $5.9
million under this shelf registration statement, leaving an
aggregate of approximately $69.1 million of securities available
for sale.  If we need additional funding, there can be no
assurance that we will be able to obtain adequate levels of
additional funding on favorable terms, if at all.  If adequate
funds are needed and not available, we may be required to:

   * delay, reduce the scope of or eliminate certain research and
     development programs;

   * obtain funds through arrangements with collaborators or
     others on terms unfavorable to us or that may require us to
     relinquish rights to certain technologies or products that we
     might otherwise seek to develop or commercialize
     independently;

   * monetize certain of our assets;

   * pursue merger or acquisition strategies; or

   * seek protection under the bankruptcy laws of Israel and the
     United States," the Company stated in the 2013 Annual Report.


SALON MEDIA: Plans to Raise Additional Capital
----------------------------------------------
Salon Media Group, Inc., disclosed with the U.S. Securities and
Exchange Commission that it continues to seek to raise additional
capital.  The Company may consider the issuance of equity or debt
securities in public or private offerings on terms to be
negotiated with investors.  The Company gives no assurance that
financing will be available on terms acceptable to it.

                         About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.

Salon Media incurred a net loss of $2.18 million on $6 million of
net revenues for the year ended March 31, 2014, as compared with a
net loss of $3.93 million on $3.64 million of net revenues for the
year ended March 31, 2013.

As of June 30, 2014, the Company had $1.93 million in total
assets, $5.74 million in total liabilities and a $3.81 million
total stockholders' deficit.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2014.  The independent
auditors noted that the Company has suffered recurring losses and
negative cash flows from operations and has an accumulated deficit
of $118.7 million as of March 31, 2014.  The auditors said these
conditions raise substantial doubt about its ability to continue
as a going concern.


SEARS HOLDINGS: Fitch Lowers Issuer Default Rating to 'CC'
----------------------------------------------------------
Fitch Ratings has downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC'.

KEY RATING DRIVERS

EBITDA Materially Negative: The magnitude of Sears' decline in
profitability and lack of visibility to turn operations around
remains a significant concern.  EBITDA for Sears Holdings
Corporation (Sears or Holdings) is expected to be negative $1
billion in 2014 (with LTM EBITDA through Aug. 2, 2014 at negative
$860 million) and potentially worse in 2015, after turning
negative $337 million in 2013.

Fitch expects top-line contraction of around 9% to 10% in 2014 due
to estimated domestic comparable store sales (comps) of negative
1%-negative 2%, loss of Lands' End business (4.3% of 2013
consolidated sales), and ongoing store closings.  Gross margins
are expected to contract another 200 bps to 22%, on top of the 220
bps contraction in 2013.  Fitch does not expect any catalysts in
the business that will stem the rate of decline.

Cash Burn Significant Concern: Sears needs to generate a minimum
EBITDA of $1 billion annually between 2014 through 2016 to service
cash interest expense, capex, and pension plan contributions.
Given Fitch's projections for EBITDA to be negative $1 billion or
worse, cash burn (prior to any working capital benefit) is
expected to be around $2 billion or higher annually.  In addition,
Sears needs an estimated $600 million to $700 million in liquidity
to fund seasonal holiday working capital needs.

Funding Options May Not Be Enough to Support Operations Beyond
2016: Given the significant cash burn in the business, Sears
injected $2 billion in liquidity in 2012 and $2.5 billion in 2013
through cuts in inventory buys, asset sales, real estate
transactions and the issuance of a $1 billion five-year first lien
secured loan in October 2013.

Through the first half of 2014, Sears has generated $665 million
in proceeds, including a $500M exit dividend from the separation
of Lands' End and another $164 million from real estate
transactions.  Below is a summary of potential sources of
liquidity:

   -- Asset sales: Sears announced in mid-May that it is exploring
      strategic alternatives for its 51% interest in Sears Canada
      (with its stake valued at approximately $765 million based
      on market cap as of August end), including a potential sale
      of Sears Holdings' interest or Sears Canada as a whole.
      Fitch notes that EBITDA at Sears Canada has declined
      significantly as well, with LTM EBITDA loss of $39 million
      on revenues of $3.5 billion.  The company is also evaluating
      options to separate its Sears Auto Center business.

   -- Second lien notes: The ability to issue $760 million in
      second lien debt as permissible under the company's credit
      facility is subject to borrowing base requirements.  Given
      the significant reduction in inventory over the past three
      years, the ability to issue this debt has been constrained
      over the past three quarters.  Fitch expects that the
      ability to issue this debt even at holiday peak inventory
      levels (with domestic inventory expected to be at $6.7
      billion to $6.9 billion) could be limited as Sears will need
      to increase borrowings under the revolver to fund the
      holiday merchandise, unless it generates adequate proceeds
      through asset sales first.

   -- Working Capital: Fitch expects working capital to be a $400
      to $500 million source of funds this year between ongoing
      reduction in inventory due to the contraction in its core
      businesses, store closings and the spinoff of Lands' End.

   -- Real estate backed debt on unencumbered property: Sears
      owned 367 Sears full line stores, 183 Kmart discount units
      and 12 Kmart supercenters at the end of 2013 which were
      unencumbered.  Sears could seek to do a real-estate backed
      transaction that could potentially be in the range of $2.0
      -$2.5 billion using a similar approach to valuing the real
      estate that was used by J.C. Penney to raise a $2.25 billion
      term loan in May 2013.  However, the significant
      deterioration in Sears business and the lack of visibility
      on a turnaround could limit this option.  This does not
      contemplate a series of small real estate transactions that
      could also involve landlords assuming some of Kmart's and
      Sears' leases in highly productive malls.

Should Sears even be able to execute on a number of these fronts
and generate $4.0 to $6 billion in proceeds, given the high rate
of cash burn in the business, these actions would take them
through 2016.  As a result, Fitch expects that the risk of
restructuring is high over the next 24 months.

Recovery Considerations for Issue-Specific Ratings:

In accordance with Fitch's Recovery Rating (RR) methodology, Fitch
has assigned RRs based on the company's 'CC' IDR.  Fitch's
recovery analysis assumes a liquidation value under a distressed
scenario of approximately $6.5 billion (low seasonal inventory) to
$7.5 billion (close to peak seasonal inventory assumed in 3Q'14)
on domestic inventory, receivables, and property, plant, and
equipment.

The $3.275 billion domestic senior secured credit facility, under
which Sears Roebuck Acceptance Corp. (SRAC) and Kmart are the
borrowers, is rated 'CCC+/RR1', indicating outstanding (90%-100%)
recovery prospects in a distressed scenario.  Holdings provides a
downstream guarantee to both SRAC and Kmart borrowings, and there
are cross-guarantees between SRAC and Kmart.  The facility is also
guaranteed by direct and indirect wholly owned domestic
subsidiaries of Holdings, which own assets that collateralize the
facility.

The facility is secured primarily by domestic inventory, which is
expected to range from an estimated $5.3 billion in January 2015
to an estimated $6.9 billion around peak levels in November 2014,
and pharmacy and credit card receivables, which are estimated to
be $0.3 billion-$0.4 billion.  The credit agreement imposes
various requirements, including (but not limited to) the following
provisions: if availability under the credit facility is beneath a
certain threshold, the fixed-charge ratio as of the last day of
any fiscal quarter should not be less than 1.0x; a cash dominion
requirement if excess availability on the revolver falls below
designated levels; and limitations on its ability to make
restricted payments, including dividends and share repurchases.

The $1 billion first lien senior secured term loan due June 2018
is also rated 'CCC+/RR1', as it is secured by a first lien on the
same collateral and guaranteed by the same subsidiaries of the
company that guarantee the revolving facility.  Under the
guarantee and collateral agreement, the revolving lenders will
have priority of payment from the collateral over the $1 billion
first lien-term loan lenders.  The term loan that was formerly
listed under Sears Holding Corporation is now listed under Kmart
Corp and SRAC as they are the co-borrowers while Holdings is the
obligor.

The $1.24 billion second lien notes due October 2018 at Holdings,
which have a second-lien on the same collateral package as the
credit facility and $1 billion term loan, are rated 'CCC/RR2',
indicating superior recovery prospects (71%-90%).  This reflects
Fitch's expectation for the continued decline in the collateral
that secures the first lien and second lien debt due to the
shrinking business and asset sales, as well as the potential for
an additional $760 million in second lien debt.

The notes contain provisions that require Holdings to maintain
minimum asset coverage for total secured debt (failing which
Holdings has to offer to buy notes sufficient to cure the
deficiency at 101%) that could provide downside protection.  If
the borrowing base is less than the principal amount of Holding's
consolidated debt that is secured by liens on the collateral that
also secures the notes as of the last day of any two consecutive
quarters (collateral coverage event), Holdings must offer to
purchase an amount of notes sufficient to cure the collateral
coverage shortfall at 101% of their principal amount, plus accrued
and unpaid interest.  Fitch also notes that the second lien notes
have an unsecured claim on the company's unencumbered real estate
assets, given that the notes are guaranteed by substantially all
the domestic subsidiaries that guarantee the credit facility.

The senior unsecured notes at SRAC are rated 'CC/RR4', indicating
average recovery prospects (31%-50%).  The recovery on these notes
are derived from the valuation on the company's unencumbered real
estate assets held at Sears, Roebuck and Co, which provides a
downstream guarantee of SRAC's senior notes and also agrees to
maintain SRAC's fixed-charge coverage at a minimum of 1.1x.
However, should a substantial portion or all of the owned real
estate be used to raise additional secured debt, it could
adversely impact the ratings on the unsecured notes.  Recovery to
the senior unsecured notes also takes into account potential
sizable claims under operating lease obligations and the company's
underfunded pension plan.

Rating Sensitivities

Negative Rating Action: A negative rating action could result from
a significant decline in liquidity if Sears in unable to inject
the needed liquidity to fund ongoing operations.

Positive Rating Action: A positive rating action could result from
a sustained improvement in comps and EBITDA to a level where the
company is covering its fixed obligations.  This is not
anticipated at this time.

Fitch has taken the following rating actions:

Sears Holdings Corporation (Holdings)

   -- Long-term IDR downgraded to 'CC' from 'CCC';
   -- $1.24 billion second-lien secured notes downgraded to
      'CCC/RR2' from 'B-/RR2'.

Sears, Roebuck and Co. (Sears)

   -- Long-term IDR downgraded to 'CC' from 'CCC'.

Sears Roebuck Acceptance Corp. (SRAC)

   -- Long-term IDR downgraded to 'CC' from 'CCC'';
   -- Short-term IDR affirmed at 'C';
   -- Commercial paper affirmed at 'C';
   -- $3.275 billion secured bank facility downgraded to
      'CCC+/RR1' from 'B/RR1' (as co-borrower);
   -- $1 billion first lien term loan downgraded to 'CCC+/RR1'
      from 'B/RR1' (as co-borrower);
   -- Senior unsecured notes downgraded to 'CC/RR4' from
      'CCC/RR4'.

Kmart Holding Corporation (Kmart)

   -- Long-term IDR downgraded to 'CC' from 'CCC'.

Kmart Corporation (Kmart Corp)

   -- Long-term IDR downgraded to 'CC' from 'CCC'';
   -- $3.275 billion secured bank facility downgraded to
      'CCC+/RR1' from 'B/RR1' (as co-borrower);
   -- $1 billion first lien term loan downgraded to 'CCC+/RR1'
      from 'B/RR1' (as co-borrower).

Fitch has withdrawn its long-term IDR on Sears DC Corp.


SKINNY NUTRITIONAL: Court Confirms Plan of Liquidation
------------------------------------------------------
The Bankruptcy Court entered a confirmation order approving the
first amended plan of Liquidation of Skinny Nutritional on
Aug. 20, 2014, the Company disclosed in a regulatory filing with
the U.S. Securities and Exchange Commission.   The Plan had been
supported by the consent of taxing authorizes and general vendor
creditors.

The Bankruptcy Court on July 11, 2014, entered an order approving
the disclosure statement accompanying Skinny Nutritional's Plan as
containing adequate information to enable a hypothetical investor,
typical of holders of Claims against or interests in the Company,
to make an informed judgment about the Plan.  On July 14, 2014,
the Company served solicitation packages, including (i) the Plan;
(ii) the Disclosure Statement; (iii) the July 11 Order; and (iv)
voting materials including a Ballot entitling certain creditors to
vote to accept or reject the Plan.

The deadline to cast a ballot accepting or rejecting the Plan was
Aug. 11, 2014, with the exception of the Class 3 claimant, United
Capital Funding Corp., which was granted an extension to cast its
ballot until after the Company filed an agreed upon pre-
confirmation Plan modification.  On or about Aug. 18, 2014, the
Company filed limited modifications to the Plan pursuant to
Federal Rule of Bankruptcy Procedure 3019.  The Modification
clarified certain releases to confirm that any release granted
under the Company's Plan would not discharge any personal
guaranties of the UCF debt.

A Liquidating Trustee, Michael H. Kaliner, Esq., has been
appointed in order to complete the administration of the Company's
bankruptcy estate.  The Liquidating Trustee will liquidate the
Company's remaining assets, which include two causes of action;
one against Cliffstar LLC/Cott in the nature of a preference, and
one against Vicky Brakl, a former Company employee.  The
Liquidating Trustee will endeavor to sell the Company's corporate
shell, but there are no guaranties as to the Liquidating Trustee's
ability to generate any moneys for the Company's shell.  Michael
Salaman, the Company's president has resigned as corporate
president, though he presently remains on the board of the Company
as its sole member pending the Effective Date of the Plan.
Michael Salaman will resign as board member after the Effective
Date.

The Plan called for the liquidation of the Debtor's remaining
assets after the sale of substantially all of the Debtor's assets
to Skinny Nutritional, LLC, pursuant to the Sale Order dated
Jan. 15, 2014, entered by the Bankruptcy Court, followed by a
distribution to creditors in order of priority as provided by the
Bankruptcy Code.

A copy of the Confirmation Order of the Bankruptcy Court, dated
August 20, 2104, is available at http://is.gd/34qmla

A copy of the Modified First Amended Plan of Reorganization, and
the First Amended Plan of Reorganization are available at:

                        http://is.gd/TswMui
                        http://is.gd/YzEjMM

                      About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

Skinny Nutritional filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Pa. Case No. 13-13972) on May 3, 2013.  The petition was
signed by Michael Salaman as chief executive officer.  The Debtor
estimated assets and debts of at least $1 million.  Obermayer
Rebmann Maxwell & Hippel, LLP, serves as the Debtor's counsel.
The Hon. Jean K. FitzSimon presides over the case.

The Company sought bankruptcy protection to avoid a forfeiture of
the Company's most important and valuable assets; namely its
intellectual property rights.


SOURCE INTERLINK: Seeks to Estimate WARN Claims at $0
-----------------------------------------------------
Source Home Entertainment, LLC, and its debtor-affiliates ask the
Bankruptcy Court to estimate the WARN Claims for all purposes in
these chapter 11 cases, including allowance, voting, and
distribution pursuant to the provisions of the Bankruptcy Code and
the Debtors' proposed plan or any other plan confirmed by this
Court.

From the outset of its Chapter 11 case, the Debtors have firmly
believed and stated that the most efficient, value-maximizing path
available for this estate is confirmation of a liquidating plan
promptly following the going concern sale of the assets of their
wire manufacturing business.

The WARN Plaintiffs in the pending adversary proceeding styled as
Michaela Tomasch, et al., v. Source Interlink Distribution, LLC,
et al., Adv. No. 14-50411-KG (Bankr. D. Del.), threaten the
Debtors' path to consummation of such a plan by asserting
unfounded claims.  These claims arise from the Debtors' alleged
violations of the Federal WARN Act and California Labor Code in
connection with a reduction in force undertaken by the Debtors
beginning on May 30, 2014.  The Debtors deny liability to the WARN
Plaintiffs based upon various defenses including, inter alia, the
"faltering company" exception to the Federal and California WARN
Acts and the "unforeseen business circumstances" exception to the
Federal WARN Act.

Because the amount of the WARN Claims is disputed and
unliquidated, but cost-prohibitive as asserted, confirmation of
the plan or any other distribution of assets to creditors in these
cases cannot proceed until the WARN Claims have been determined
and liquidated.  However, full litigation of the WARN Claims will
materially delay the timeline of these chapter 11 cases, drain the
Debtors' resources, and diminish whatever recoveries are available
to creditors.

In light of the undue delay and potential prejudice that would
result from continued litigation of the WARN Claims, and
considering the substantial likelihood that the Debtors would
prevail on the merits of any such litigation, the Debtors seek to
estimate the WARN Claims as priority and general unsecured claims
with a value of zero dollars.

                 About Source Home Entertainment
                       and Source Interlink

Headquartered in Bonita Springs, Florida, Source Home
Entertainment, LLC, manufactures front-end retail checkout
displays and is a leading distributor of books, periodicals, and
other printed material.  Its distribution network spans over
32,500 retail locations in the U.S. and abroad.

In the twelve months ended April 30, 2014, Source Home generated
revenues totaling approximately $600 million on a consolidated
basis.  As of March 31, 2014, Source Home had assets (not
including goodwill or intangibles) of $205 million and liabilities
of approximately $290 million.  Source Interlink Distribution, LLC
disclosed $82,729,238 in assets and $104,521,951 in liabilities.

Source Home, Source Interlink Manufacturing, LLC, and other
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-11553) on June 23, 2014, to sell their front-end retail
display fixtures business to lenders, absent higher and better
offers.  The Debtors are winding down their books distribution
business.

The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy
and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as
co-counsel, FTI Consulting, Inc., as crisis and turnaround
advisor; and Kurtzman Carson Consultants, LLC, as claims agent.
Stephen Dube has been designated by the Debtors to act as chief
restructuring officer and Joshua Korsower to act as chief
financial officer.

The United States Trustee for Region 3 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors.  The
Committee is represented by Lowenstein Sandler LLP, , and Duane
Morris LLP.  The Committee tapped PricewaterHouseCoopers LLP as
its financial advisor.




SPINDLE INC: Has $3.3-Mil. Net Loss for Q2 Ended June 30
--------------------------------------------------------
Spindle, Inc., filed its quarterly report on Form 10-Q, disclosing
a net loss of $3.3 million on $177,947 of sales income for the
three months ended June 30, 2014, compared to a net loss of
$861,717 on $327,210 of sales income for the same period last
year.

The Company's balance sheet at June 30, 2014, showed
$8.59 million in total assets, $879,980 in total liabilities, and
stockholders' equity of $7.71 million.

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

                       http://is.gd/KNLwOA

Scottsdale, Ariz.-based Spindle, Inc., was originally incorporated
in the State of Nevada on Jan. 8, 2007, as "Coyote Hills Golf,
Inc."  The Company was previously an online retailer of golf-
related apparel, equipment and supplies.  Through the date of this
quarterly report, the Company only generated minimal revenues from
that line of business.  Spindle is a commerce-centric company with
four primary customers: 1) individual consumers (buyers); 2)
individual businesses (merchants or sellers); 3) third party
channel partners (financial institutions and other non-bank
partners such as wireless carriers); and 4) advertisers (retail,
brands, and destinations).  The Company intends to generate
revenue through patented cloud-based payment processes under the
Spindle product line, and licensing of its intellectual property.


STAR DYNAMICS: Supplier Wants Equipment Excluded from Sale
----------------------------------------------------------
Electro Rent Corporation objects to STAR Dynamics Corporation's
proposal to sell substantially all of its assets to Mwagusi, LLC,
to ensure that the Debtor does not sell the electronic and test
equipment it provided and ensure that the Debtor returns the
equipment to ERC or have the equipment segregated from the
equipment to be sold.  ERC asks the Court that it condition the
approval of the sale motion on the exclusion of its equipment and
the provision of adequate protection of ERC's interest on the
equipment.

As previously reported by The Troubled Company Reporter, the
Debtor seeks to sell substantially all of its assets to Mwagusi
for the total purchase price of $5,000,000, subject to higher and
better bids.  The Court has scheduled a hearing on the motion on
Sept. 19, 2014 at 1:00 p.m. (Eastern Time).

ERC is represented by:

         David M. Whittaker, Esq.
         BRICKER & ECKLER LLP
         100 South Third Street
         Columbus, OH 43215
         Tel: (614) 227-2300
         Fax: (614) 227-2390
         E-mail: dwhittaker@bricker.com

            -- and --

         Jeffrey Kurtzman, Esq.
         KLEHR, HARRISON, HARVEY, BRANZBURG LLP
         1835 Market Street, Suite 1400
         Philadelphia, PA 19103
         Tel: (215) 569-4493
         E-mail: jkurtzman@klehr.com

                        About STAR Dynamics

STAR Dynamics Corp. develops, sales, and services instrumentation
radar systems for missile test ranges utilized by the United
States and foreign governments.  Located principally in Hilliard,
Ohio, with satellite offices in Herndon, Virginia and Sandestin
Florida, it has 112 full-time employees.

STAR Dynamics filed a petition for Chapter 11 protection (Bankr.
S.D. Ohio Case No. 13-59657) on Dec. 10, 2013, in Columbus, Ohio,
in part to halt a lawsuit by BAE Systems Plc.

According to its first-day motions and as of Nov. 30, 2013, it
has assets of $28,470,788.13, liabilities of $50,892,360.12 and
gross sales of $8,140,140.93.  In its schedules, the Debtor
listed $12,138,334 in total assets and $50,740,343 in total
liabilities.

BAE is an American subsidiary of a global-level defense
contractor based in Great Britain, with more than 50,000 employees
world-wide.  BAE has its headquarters in Arlington, Virginia, and
like the Debtor, is engaged in the radar range business for the
testing of missiles and other weaponry.

Bankruptcy Judge Charles M. Caldwell oversees the case.  Thomas
R. Allen, Esq., Richard K. Stovall, Esq., and Erin L. Pfefferle,
Esq., at Allen Kuehnle Stovall & Neuman LLP serve as the Debtor's
bankruptcy counsel.  Michael J. Sullivan, Esq., Russell A.
Williams, Esq., Julie E. Adkins, Esq., Louis T. Isaf, Esq., and
Nanda K. Alapati, Esq., at Womble Carlyle Sandridge & Rice LLP,
serve as special counsel with respect to litigation involving BAE
Systems and with respect to the completion of prepetition patent
work.  Sagent Advisors LLC serves as financial advisor.


TACTICAL INTERMEDIATE: Creditors' Panel Rips First DIP Amendment
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Tactical Intermediate Holdings, Inc., et al.,
objects to the first amendment to the DIP Loan and Security
Agreement.

On Sept. 3, 2014, the Debtors filed the First Amendment, amending
the DIP Agreement.  The First Amendment, in part, extends the
maturity date of the DIP loan for two months -- from Sept. 15,
2014, to Nov. 15, 2014.  In addition, the First Amendment
decreases the Facility Cap to $1,400,000.  The Creditors'
Committee pointed out that a review of the Revised Budget reflects
neither an increase in budgeted professional fees nor the
Administrative Expense Reserve.  To the contrary, the
Administrative Expense Reserve, as contemplated in the Plan and
budgeted in the DIP Budget, appears to have been eliminated in the
Revised Budget, the Committee says.

The Committee complains that the Debtors' professionals are
already near to, at or over their budgeted fees in the case and
the Revised Budget leaves in question whether administrative
expenses can be funded for the remainder of the case and the
viability of the proposed plan -- a threat that puts any recovery
by unsecured creditors at risk.  The Committee asserts that the
best chance for unsecured creditors to realize value in the case
is through a confirmed Chapter 11 liquidating plan.
Administrative insolvency threatens the Debtors' ability to
consummate its liquidating plan and could result in conversion of
the cases.

Accordingly, the Committee objects to the First Amendment and
Revised Budget to the extent the modifications result, or could
result, in an administratively insolvent estate.

The Committee is represented by Jamie L. Edmonson, Esq., and
Daniel A. O'Brien, Esq., at Venable LLP, in Wilmington, Delaware.

                    About Tactical Intermediate

Tactical Intermediate Holdings, Inc., and its affiliates'
operations are comprised of two major lines of business -- a
footwear line, and a fabric and clothing line, including flame
resistant material ("Massif").

Footwear is comprised of the Altama group ("Altama") and the
Wellco Group ("Wellco").  Wellco was founded in 1941 and
manufactures and sells combat boots, primarily for the United
States Military as well as commercial uniform and work boots for a
variety of customers.  Altama was founded in 1969 and manufactures
and sells boots for the United States and international militaries
as well as for federal, state and local agencies, military
schools, police, uniform shops and Army/Navy retailers.

Headquartered in Ashland, Oregon, Massif was founded in 1999 by a
group of veteran search and rescue team members and alpine
climbers who believed that the options for sanctioned fire
resistant protective gear at the time were too limited.  Massif is
a world leader in supplying flame resistant and high performance
outdoor apparel to the military, law enforcement, search and
rescue professionals, and the wildland firefighting community.

Tactical Intermediate Holdings, Inc., and its affiliates sought
Chapter 11 protection in Delaware on July 8, 2014, with plans to
quickly sell their assets.

Judge Kevin Gross is assigned to the Chapter 11 cases.  The
Debtors have requested joint administration of the cases under
Case No. 14-11659.

The Debtors have tapped Klehr Harrison Harvey Branzburg LLP as
counsel, FTI Consulting, Inc., as financial advisor, Houlihan
Lokey Capital, Inc., as investment banker, and PrimeClerk as
claims and noticing agent.

Massif Apparel Enterprises LLC, the entity formed by Sun Capital
Partners Group V LLC, to serve as stalking horse bid for Massif's
assets, is represented by Corey Fox, Esq., Brad Weiland, Esq., and
Gregory F. Fesce, Esq., at Kirkland & Ellis LLP.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
three members to serve in the official committee of unsecured
creditors in the Chapter 11 cases of Tactical Intermediate
Holdings, Inc., et al.


TESORO LOGISTICS: S&P Raises CCR to 'BB'; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Tesoro Logistics L.P. to 'BB' from 'BB-'.  The outlook
is stable.  At the same time, S&P raised its rating on the
partnership's senior unsecured notes to 'BB' from 'BB-'; the
recovery rating on this debt remains '4', indicating S&P's
expectations of average (30% to 50%) recovery in a default.

Tesoro Logistics has total balance sheet debt of about $1.3
billion.

"The rating action reflects our view that Tesoro Logistics has
been able to successfully grow the scale of its operations, both
through asset drops from parent Tesoro Corp. and third-party
acquisitions," said Standard & Poor's credit analyst Michael
Grande.  At the same time, long-term, fee-based contracts with
minimum volume commitments with Tesoro support nearly 90% of the
partnership's EBITDA, which S&P believes will keep credit measures
at levels appropriate for the rating.  S&P expects organic growth
projects will drive Tesoro Logistics' EBITDA to about $400 million
in 2015, up from $300 million in 2014.  At the same time, S&P
expects these projects will be supported by fee-based contracts
and funded in a balanced manner such that debt to EBITDA remains
below 4x.

The "fair" business risk profile mainly reflects the partnership's
limited, but growing, scale and geographic diversity.  Tesoro
Logistics generates its cash flow from its High Plains pipeline
and trucking assets in the Bakken Shale area (near parent Tesoro's
Mandan, N.D., refinery), logistic assets supporting Tesoro's
California refineries, and its refined products pipeline,
terminal, and storage assets in the Rocky Mountain and Pacific
Northwest regions.  The partnership generates stable cash flows,
mainly supported by its long-term, fee-based contracts with Tesoro
which have no direct commodity exposure.  These minimum volume
contracts effectively protect about 87% of Tesoro Logistics'
revenues.

The stable outlook reflects S&P's expectation that Tesoro
Logistics' cash flow will remain fee-based while managing its
financial leverage at 4x or less as it pursues growth
opportunities.

A downgrade of parent Tesoro could cause S&P to lower the rating
on Tesoro Logistics, although it would not necessarily do so if it
downgraded Tesoro to 'BB'.  Independent of any potential ratings
actions on Tesoro, S&P could lower its ratings on Tesoro Logistics
if the partnership materially increases leverage such that debt to
EBITDA exceeds 4.5x on a sustained basis or if the
partnership begins to assume some commodity price exposure.

The ratings of Tesoro and Tesoro Logistics are closely linked.
S&P could consider a positive rating action on Tesoro Logistics if
it was to upgrade Tesoro, given the strong business ties between
the companies and the implicit support S&P attributes to Tesoro's
ownership.  S&P could also raise ratings on Tesoro Logistics if
the partnership achieves greater scale, geographic, and asset
diversity, while maintaining stable, fee-based cash flows and
leverage of 4x or less.


THINSPACE TECHNOLOGY: Operating Loss at $1.75MM in 1H of 2014
-------------------------------------------------------------
Thinspace Technology Inc. said in its recently filed quarterly
report on Form 10-Q that it has incurred a loss from operations of
$1.75 million for the six months ended June 30, 2014.  As of June
30, 2014, the Company has a negative working capital of $15.15
million.  As a result, there is substantial doubt about the
Company's ability to continue as a going concern, according to the
regulatory filing.

The Company disclosed net income of $19.96 million on $2.59
million of revenues for the three months ended June 30, 2014,
compared with a net loss of $282,059 on $267,720 of revenues for
the same period in last year.

The Company's balance sheet at June 30, 2014, showed $3.31 million
in total assets, $18.6 million in total liabilities, and a
stockholders' deficit of $15.3 million.

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

                       http://is.gd/yXSMun

Thinspace Technology, Inc., a cloud computing company, develops
and sells network software. It offers Propalms TSE, a simple
management solution for Microsoft remote desktop users; Propalms
VPN that allows secure remote access to applications and data from
outside of the corporate network; Propalms VDI, which allows
customers to run virtual desktops on the Internet; Pano Logic G2,
a Zero Client that replaces traditional desktops and allows secure
access to hosted virtual desktops; and Thin Space, a hardware Zero
Client solution for the enterprise and corporate market. The
company sells its products directly to independent software
vendors; application service providers; and end users in public
and private sectors through a network of distributors and
resellers worldwide. Thinspace Technology, Inc. was founded in
2001 and is headquartered in Port Orange, Florida. Thinspace
Technology, Inc operates as a subsidiary of ProTek Capital, Inc.


TOWER AUTOMOTIVE: Moody's Rates New $250MM Unsecured Notes 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Tower Automotive
Holdings USA, LLC's (Holdings USA) $250 million of new senior
unsecured notes. Holdings USA is a wholly-owned indirect
subsidiary of Tower International, Inc. (Tower). In a related
action, Moody's affirmed Holdings USA's Corporate Family and
Probability of Default Ratings, at B1 and B1-PD, respectively; and
raised the rating on the anticipated remaining amount of Holdings
USA's existing senior secured term loan B to Ba3 from B1. The
Speculative Grade Liquidity Rating is affirmed at SGL-3. The
rating outlook is stable.

Tower Automotive Holdings USA, LLC (and TA Holdings Finance, Inc.,
as co-issuer)

  New $250 million of senior unsecured notes due 2022, at B2
  (LGD5)

Moody's affirmed the following ratings:

Tower Automotive Holdings USA, LLC

  Corporate Family Rating, at B1;

  Probability of Default Rating, at B1-PD

  Speculative Grade Liquidity Rating, at SGL-3

Moody's upgraded the following rating:

Tower Automotive Holdings USA, LLC

  Senior secured term loan B due 2020, to Ba3 (LGD3) from B1
  (LGD3)

The new $200 million senior secured revolving credit facility is
not rated by Moody's.

Ratings Rationale

The proceeds from the new senior unsecured notes will be used
prepay a portion of Holdings USA's existing senior secured term
loan B. Concurrent, with the transaction, a new unrated $200
million senior secured revolving credit facility will be issued to
replace the existing unrated $150 million asset based revolving
credit facility. The transaction is expected to subordinate a
significant portion of the company's debt below the existing
secured term loan, lifting its rating by one notch to Ba3. The
transaction also shifts a significant portion of the company's
debt into fixed rate instruments, which would help mitigate the
increase in cash interest costs if interest rates rise over the
intermediate-term.

Holdings USA's B1 Corporate Family Rating continues to reflect the
company's improving credit metrics supported by improving
performance and lower financing costs. Over the intermediate-term
these factors are expected to support free cash flow generation.
Moody's estimates that Tower's EBITA/interest and Debt/EBITDA for
the 12 months ended June 2014 were 2.5x and 3.4x (inclusive of
Moody's adjustments), respectively. The ratings also benefit from
Tower's balanced geographic profile which should support continued
improvement in revenues as economic conditions stabilize in Europe
and North American automotive demand improves. Tower also
maintains a balanced profile across small cars, framed, and light
truck vehicle platform types.

The stable rating outlook is supported by an adequate liquidity
profile and continues to reflect Moody's expectation that Tower's
credit metrics should continue to gradually migrate to stronger
levels within the assigned rating range over the intermediate-
term.

Tower is anticipated to have an adequate liquidity profile over
the near-term supported by cash on hand and a $200 million
revolving credit facility that expires in 2019. Cash balances as
of June 30, 2014 were $169 million. The existing asset based
revolving credit facility was unused as of June 30, 2014 aside
from $11.7 million of letters of credit outstanding. The financial
covenants under the proposed cash flow revolving credit facility
are expected to include a maximum consolidated leverage ratio test
and a minimum interest coverage test. The senior secured term loan
has a maximum net leverage coverage ratio test. Moody's expects
the company will have ample cushion under these covenants over the
near-term.

Future events that have the potential to drive the outlook or
rating higher include: consistent free cash flow generation,
improvement in operating performance resulting in Debt/EBITDA
maintained below 3.0x, and EBITA/Interest coverage inclusive of
restructuring charges above 3.0x.

Future events that have the potential to drive the outlook or
rating lower include regional weaknesses in global automotive
production which are not offset by successful restructuring
actions resulting in Debt/EBITDA above 4.0x, EBITA/Interest being
maintained at 2.0x, or deterioration in the company's liquidity
position.

Tower International, Inc. headquartered in Livonia, Michigan, is a
leading integrated global manufacturer of engineered structural
metal components and assemblies primarily serving automotive
original equipment manufacturers. The company manufactures body-
structure stampings, frame and other chassis structures, as well
as complex welded assemblies, for small and large cars,
crossovers, pickups and SUVs. Revenues in 2013 approximated $2.1
billion.

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


TOWER AUTOMOTIVE: S&P Assigns 'B' Rating on $250MM Sr. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
and '6' recovery ratings to Tower Automotive Holdings USA LLC's
$250 million senior unsecured notes due 2022.  The '6' recovery
rating indicates S&P's expectation for negligible recovery (0%-
10%) in the event of a payment default.

Tower will use the proceeds of this offering, along with cash on
hand, if needed, to prepay a portion of the existing term loan B
due 2020.  The company is also amending and restating its asset-
based lending revolving credit facility and converting it to a
$200 million cash flow revolving credit facility.

The company's existing term loan is rated 'BB-', with a '4'
recovery rating, indicating average recovery prospects (30%-50%)
in the event of a default.  The cash flow revolving credit
facility will not be rated.

The senior unsecured notes will be senior unsecured obligations of
the company and rank pari passu with all present and future senior
unsecured indebtedness and senior to all present and future
subordinated indebtedness.  The cash flow revolving credit
facility has first-priority security interests in accounts
receivable, inventory, cash, deposit accounts, investments in cash
and cash equivalents, and other permitted investments.

The corporate credit rating on Tower International Inc. reflects
S&P's assessment of the company's financial risk profile as
"significant" (including leverage under 4.0x in 2014) and its
business risk profile as "weak" (several major competitors and
prospects for volatile production), based on S&P's criteria.

RATINGS LIST

Tower International Inc.
Corporate Credit Rating                           BB-/Stable/--

New Ratings
Tower Automotive Holdings USA LLC
$250 million senior unsecured notes due 2022       B
  Recovery Rating                                   6


TREEHOUSE FOODS: Moody's Confirms 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service confirmed the credit ratings of
TreeHouse Foods, Inc., including the Ba2 Corporate Family Rating
("CFR"), the Ba2-PD Probability of Default Rating ("PDR"), the Ba2
senior unsecured debt instrument rating and the (P)Ba2 senior
unsecured shelf rating. Moody's also affirmed the company's
Speculative Grade Liquidity rating at SGL-2.

This action concludes the rating review for downgrade that
commenced on July 1, 2014 following the company's announcement of
its intent to purchase Flagstone Foods, Inc. ("Flagstone"), a
producer of private label nuts, trail mix and dried fruit snacks,
from private equity firm Gryphon Investors ("Gryphon") and other
shareholders for approximately $860 million. The company completed
the acquisition of Flagstone on July 29, 2014.

Rating Rationale

The ratings confirmation reflects Moody's expectation that higher
financial leverage that resulted from the Flagstone acquisition
will likely decline to below pre-acquisition levels in less than a
year, owing in part to the successful issuance of common equity
that financed over 40% of the purchase price and the solid
earnings growth of Flagstone and other acquired businesses that
Moody's expect to be sustained for the foreseeable future. These
positive trends are partially offset by the rising risk profile of
TreeHouse's acquisition strategy that has shifted recently to
include a faster pace and larger size of transactions, a wider
range of acquisition targets, and a willingness to pay higher
valuation multiples.

The Flagstone acquisition -- the largest acquisition in
TreeHouse's history -- came on the heels of the $150 million
acquisition in May of Protenergy Natural Foods ("Protenergy"), an
Ontario-based manufacturer of private label broth, soups and
gravys. Moody's estimate that the EBITDA multiple paid in each of
these acquisitions was more than 10 times, compared to the 7-8
times TreeHouse was paying just a few years ago, which reflects
declining financing costs and rising competition from other
bidders. As a result, while TreeHouse continues to make attractive
acqusitions of private label food companies, Moody's believe that
it has begun to take on more risk than before in order to achieve
its return objectives.

Moody's has taken the following rating actions on TreeHouse Foods,
Inc.:

Ratings confirmed:

  Corporate Family Rating at Ba2;

  Probability of Default Rating at Ba2-PD;

  $400 million 4.875% senior unsecured notes due 2022 at Ba2,
  LGD4;

  Senior unsecured shelf at (P)Ba2.

Ratings affirmed:

  Speculative Grade Liquidity Rating at SGL-2.

TreeHouse financed the $860 million Flagstone acquisition through
a combination of approximately $330 million of borrowings under
the company's $900 million revolving credit facility (unrated), a
new $200 million Term Loan A (unrated), and a common stock
offering that netted approximately $358 million.

TreeHouse plans to leverage Flagstone's success in converting
center-of-store offerings to perimeter-located products, which
tend to carry higher margins. Consumers are willing to pay a
premium for fresh produce and healthy foods sold on grocery store
perimeters making it among the more profitable areas of the store
for food retailers and vendors. When the Flagstone was formed by
Gryphon in 2010, its product portfolio was comprised mostly of
traditional shelf-stable private label nuts, and dried fruits. The
company has since expanded its manufacturing capabilities to offer
higher-margin premium private label snacks located in the fresh
produce section, which has been a key driver of Flagstone's
double-digit sales growth.

Moody's estimates that pro forma debt/EBITDA, after Moody's
adjustments and including the Flagstone and Protenergy
acquisitions, is approximately 4.0 times

A rating downgrade could occur if TreeHouse's core operating
performance deteriorates, the integration of an acquisition
becomes problematic, or financial policy turns more aggressive.
Quantitatively, if debt/EBITDA is sustained above 3.5 times
EBITDA, retained cash flow to net debt falls below 16%, or the
company's earnings cushion against bank covenants falls below 10%,
a downgrade could occur.

Given TreeHouse's relatively small size and its growth-by-
acquisition strategy, an upgrade is unlikely in the near-term.
Moody's expect TreeHouse's credit profile to strengthen over time
through the successful execution of its growth strategy, stable
performance in core operations, and the continued balanced use of
debt and equity to finance acquisitions. Moody's could upgrade the
ratings if the company significantly and profitably grows its
scale and is able to sustain debt/EBITDA below 3.0 times.

TreeHouse Foods, Inc. is a leading private label food manufacturer
servicing primarily the retail grocery and foodservice
distribution channels. Its sells products within a wide array of
product categories including: non-dairy powdered creamers; soups;
salad dressings and sauces; powdered drink mixes; single-serve hot
beverages; hot and cold cereals; macaroni and cheese; skillet
dinners and side dishes; salsa and Mexican sauces; jams and pie
fillings; pickle-related products; and nuts, fruit and trail mix
snacks. Pro forma sales for the twelve month period ended June 30,
2014 were approximately $3.5 billion.

The principal methodology used in this rating was Global Packaged
Goods published in June 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.


TRUMP ENTERTAINMENT: Cash Collateral Sole Source of Funding
-----------------------------------------------------------
Trump Entertainment Resorts Inc., unable to obtain postpetition
financing, is seeking interim and final approval from the
bankruptcy court to use cash collateral to fund its Chapter 11
case.

The Debtors are parties to an Amended and Restated Credit
Agreement, dated as of July 16, 2010, by and between Trump
Entertainment Resorts Holdings, L.P. and Trump Entertainment
Resorts, Inc., as borrowers; the guarantor parties thereto; Icahn
Partners LP, Icahn Partners Master Fund LP, and IEH Investments I
LLC, as lenders; and Icahn Agency Services, LLC, as administrative
agent and collateral agent.  As of the Petition Date, the
aggregate principal amount outstanding was $285.6 million plus
accrued but unpaid interest of $6.6 million.

The Debtors say they require immediate access to cash collateral
to ensure that they are able to continue the operation of their
businesses.  To date, the Debtors have been unable to obtain
commitments for postpetition financing, such that the cash
collateral is the Debtors' sole source of funding for their
operations and the costs of administering the chapter 11 process.
Absent authority to immediately use cash collateral, the Debtors,
their creditors and the estates generally would suffer irreparable
harm because the Debtors would immediately cease operations,
which, in turn, would cause an immediate and pronounced
deterioration in the value of the Debtors' business.

The proposed interim order provides adequate protection in the
form of superpriority claims and adequate protection liens to
protect the secured parties against any diminution in value
arising from the Debtors' use of cash collateral or the imposition
of the automatic stay pursuant to Section 362 of the Bankruptcy
Code.  The Debtors further propose to make disbursements pursuant
to a budget, subject to permitted variances.

                         First Day Motions

The Debtors on the Petition Date also filed motions to:

   -- prohibit utility companies from altering, refusing, or
discontinuing Utility Services on account of prepetition invoices;

   -- pay certain prepetition taxes and fees;

   -- pay prepetition obligations incurred in connection with
liability, property, and other insurance programs;

   -- pay prepetition claims under PACA and of certain critical
vendors and services providers;

   -- honor prepetition obligations related to customer programs;

   -- continue using their cash management system;

   -- pay employee wages and benefits; and

   -- establish notification procedures for transfers of claims or
worthless stock deductions with respect to common stock.

A hearing on the first-day motions was slated for Sept. 10.

                 About Trump Entertainment Resorts

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) 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.  TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13.

The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only.  Judge Kevin Gross presides
over the Chapter 11 cases.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.

TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.

The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan.  The
Debtors also have trade debt in the amount of $13.5 million.


TRUMP ENTERTAINMENT: Proposes Prime Clerk as Claims Agent
---------------------------------------------------------
Trump Entertainment Resorts Inc. and its affiliated debtor ask for
bankruptcy court approval to hire Prime Clerk LLC as their claims
and noticing agent in the chapter 11 cases.

According to the Debtors, by appointing Prime Clerk as the claims
agent in the chapter 11 cases, the distribution of notices and the
processing of claims will be expedited, and the Office of the
Clerk of the Bankruptcy Court will be relieved of the
administrative burden of processing claims.

For its claims and noticing services, Prime Clerk will charge the
Debtors at these hourly rates:

                                    Hourly Rate
                                    -----------
     Analyst                           $45
     Technology Consultant            $100
     Consultant                       $110
     Senior Consultant                $150
     Director                         $185

For the firm's solicitation, balloting and tabulation services,
the rates are:

                                    Hourly Rate
                                    -----------
     Solicitation Consultant          $185
     Director of Solicitation         $200

The firm will charge $0.10 per page for printing, $0.10 per page
for fax noticing, and no charge for e-mail noticing.  Hosting of
the case Web site is free of charge and on-line claim filing
services are free of charge.  For data administration and
management, the firm will charge $0.10 per record per month for
data storage, maintenance and security.

Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $10,000.

The claims agent can be reached at:

         PRIME CLERK LLC
         830 3rd Avenue, 9th Floor
         New York, NY 10022
         Attn: Shai Waisman
         Tel: (212) 257-5450
         E-mail: swaisman@primeclerk.com

                 About Trump Entertainment Resorts

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) 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.  TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13.

The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only.  Judge Kevin Gross presides
over the Chapter 11 cases.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.

TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.

The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan.  The
Debtors also have trade debt in the amount of $13.5 million.


TRUMP ENTERTAINMENT: To Limit Trading to Protect NOLs
-----------------------------------------------------
Trump Entertainment Resorts Inc. and its affiliated debtors ask
the bankruptcy court to set notification procedures that must be
satisfied before certain dispositions of, or claims of worthless
stock deductions with respect to, equity securities in TER or of
any beneficial ownership are deemed effective.

The Debtors have incurred significant net operating losses
("NOLs"), which may have substantial future value to the Debtors'
successors.  Because the Debtors will report a taxable loss for
the year ended 2013, the Debtors estimate that as of Dec. 31, 2013
they will have total federal NOL carryovers of $450,000,000 and
New Jersey NOL carryovers of $840,000,000, which would expire on a
rolling basis beginning in 2029.

The problem facing the Debtors is that unrestricted trading of
TER's Common Stock and claims of worthlessness with respect to the
common stock could severely limit or even eliminate the Debtors'
ability to use such NOLs.  Under section 382 of the Internal
Revenue Code of 1986, as amended, the Debtors' ability to use
their NOLs as well as certain other tax credits will be severely
limited if and when TER undergoes an "ownership change" for
purposes of section 382 of the IRC.

Because an "ownership change" may negatively impact the Debtors'
utilization of their NOL carryforwards and other tax attributes,
the Debtors proposed these procedures:

   * Any "substantial shareholder" -- entity that has direct
     or indirect beneficial ownership of at least 520,532 shares
     of TER common stock -- must serve and file a declaration on
     or before the later of (i) 20 days after the date of the
     notice of order and (ii) 10 days after becoming a substantial
     shareholder.

   * Prior to effectuating any transfer of the equity securities
     that would result in another entity becoming a substantial
     shareholder, the parties to such transaction must serve and
     file a notice of the intended stock transaction.

   * The Debtors have 15 calendar days after receipt of the stock
     transaction notice to object to the proposed transaction.

   * If the Debtors do not object, the proposed transaction may
     proceed.

   * Any transfer of the equity securities in violation of the
     procedures will be null and void ab initio.

The Debtors also request that the Court enter an order restricting
the ability of shareholders that own or have owned 50% or more of
the Common Stock to claim a deduction for the worthlessness of
those securities on their federal or state tax returns for any tax
year ending before the Debtors emerge from chapter 11 protection.
Under IRC section 382(g)(4)(D), any securities held by such a
shareholder are treated as though they were transferred if such
shareholder claims a worthless stock deduction with respect to
such securities.

                 About Trump Entertainment Resorts

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) 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.  TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13.

The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only.  Judge Kevin Gross presides
over the Chapter 11 cases.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.

TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.

The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan.  The
Debtors also have trade debt in the amount of $13.5 million.


TRUMP ENTERTAINMENT: Lawyer Sees Possibility of a Shutdown
----------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Trump Entertainment Resorts Inc.'s company lawyer, Kristopher
Hansen, told U.S. Bankruptcy Judge Kevin Gross in Wilmington,
Delaware, that there's a "significant possibility" the company
will be forced to close both its casinos and shut down its
Atlantic City Boardwalk gambling enterprise in bankruptcy.
According to the report, unless discussions with the union, Unite
Here Local 54, work out, "there is a significant possibility that
we will be closing the Taj Mahal as well on Nov. 13," Mr. Hansen
told Judge Gross.

                 About Trump Entertainment Resorts

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) 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.  TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13.

The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only.  Judge Kevin Gross presides
over the Chapter 11 cases.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.

TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.

The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan.  The
Debtors also have trade debt in the amount of $13.5 million.


US COAL: Proposes to Pay Bonuses for 3 Key Accounting Managers
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, and
Sherri Toub, a Bloomberg News writer, reported that U.S. Coal
Corp., proposes to pay bonuses to three accounting department
managers to ensure that they remain dedicated to their work
throughout the coal producer's bankruptcy.

According to the report, Chief Financial Officer Michael Windisch
would get a bonus equal to 65% of his base salary, or $110,500,
and if general unsecured creditors recover in full under a plan,
the CFO would get 300%, or $510,000.  The controller and assistant
controller would get bonuses of as much as $90,000 and $60,000,
respectively, the report said.

A hearing to consider approval of the program is scheduled for
Sept. 18, the report further related.

                          About U.S. Coal

Kolmar Americas, Inc., filed an involuntary Chapter 11 bankruptcy
petition for U.S. Coal Corporation (Bankr. E.D. Ky. Case No.
14-51461) in Lexington, Kentucky on June 10, 2014.  In its
schedules, U.S. Coal disclosed $56,702,402 in total assets and
$49,970,561 in total liabilities.

Bridgeport, Connecticut-based Kolmar says it is owed by Lexington-
based U.S. Coal roughly $1.36 million on account of a business
debt.

Kolmar sought and obtained dismissal of a duplicate involuntary
petition (Case No. 14-51460) on grounds that it was a duplicate
case.

Kolmar is represented by Daniel I. Waxman, Esq., at Wyatt, Tarrant
& Combs, LLP, in Lexington, Kentucky.

Chief Judge Tracey N. Wise presides over the case.

On June 27, 2014, the Court entered an order directing the joint
administration of the Chapter 11 cases of Licking River Mining,
LLC (Case No. 14-10201), Licking River Resources, Inc. (Case No.
14-10203), S. M. & J., Inc. (Case No. 14-10220), Fox Knob Coal
Co., Inc. (Case No. 14-60619), J.A.D. Coal Company, Inc. (Case
No. 14-60676), and U.S. Coal Corporation (Case No. 14-51461).
Licking River Mining, LLC, Case No. 14-10201, is the lead case.

On June 27, 2014, the Court appointed John Collins as the
individual designated to perform the duties of U.S. Coal
Corporation as a debtor in bankruptcy.


USA MORTGAGE: Couple Can't Count Investment Loss as Theft
---------------------------------------------------------
Law360 reported that the U.S. Tax Court said a couple who loaned
more than $4 million to a now-defunct mortgage company cannot
deduct the money as a bad debt or a loss caused by theft because
they had an avenue to try to recover the money.  According to the
report, the tax court said the couple didn't qualify as creditors
who had bad debt loss or a theft loss because they filed a proof
of claim in bankruptcy court, indicating there was a possibility
that they could regain some of the funds.

The case is Delbert M. Bunch and Ernestine L. Bunch v.
Commissioner of Internal Revenue, case number 18774-11 in the U.S.
Tax Court.


VERMILLION INC: Matthew Strobeck Holds 5.7% Equity Stake
--------------------------------------------------------
Matthew Strobeck disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that as of Sept. 8, 2014, he
beneficially owned 2,054,070 shares of common stock of Vermillion,
Inc., representing 5.7 percent of the shares outstanding.

As of Sept. 8, 2014, Birchview Capital, LP, may be deemed to
beneficially own 2,023,070 Shares representing approximately 5.6%
of the total number of Shares outstanding.  Mr. Strobeck is the
chief investment officer and majority owner of Birchview.

A copy of the Schedule 13D/A is available for free at:

                       http://is.gd/mB1AGq

                         About Vermillion

Vermillion, Inc., is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $8.81 million in 2013, a net
loss of $7.14 million in 2012 and a net loss of $17.79 million in
2011.

As of June 30, 2014, the Company had $23.51 million in total
assets, $5.76 million in total liabilities and $17.74 million in
total stockholders' equity.


VIGGLE INC: Presented at Rodman & Renshaw Conference
----------------------------------------------------
John Small, the chief financial officer of Viggle Inc., presented
at the Rodman & Renshaw 16th Annual Investment Conference at the
New York Palace Hotel in NYC on Sept. 9, 2014.

Mr. Small presented the same material at the Aegis 2014 Healthcare
& Technology Conference at the Encore in Las Vegas on Sept. 11,
2014, and at the Wedbush California Dreamin' Consumer Conference:
"NY Edition" at Le Parker Meridien Hotel in NYC LD Micro
Invitational 2014 Conference on Sept. 23, 2014 at 1:20p EDT, to be
webcast at http://wsw.com/webcast/wedbush29/vggl.

A copy of the Company Presentation at the Rodman & Renshaw 16th
Annual Investment Conference is available at:

                       http://is.gd/y9BcCf

                          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.


W.R. GRACE: S&P Assigns 'BB+' Rating on $1BB Sr. Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured debt rating to W. R. Grace & Co.-Conn.'s proposed
offering of $1 billion of senior unsecured notes with 7- and 10-
year maturities.  W. R. Grace & Co.-Conn. is a wholly owned
subsidiary of W. R. Grace & Co. (Grace), which will guarantee the
notes.  The company plans to use the proceeds to settle its
deferred payment obligation to the asbestos personal injury trust
($632 million), to fund part of the settlement of the warrant
issued to the trust (expected to total $490 million), to repay
amounts outstanding under its revolving credit facility, to pay
fees and expenses associated with the notes offering, and for
general corporate purposes.  The company plans to issue the notes
under Rule 144A without registration rights.

S&P's ratings on Grace, including the 'BBB-' corporate credit
rating and its 'BBB-' ratings on the subsidiary's senior secured
debt, are unchanged.  The 'BB+' rating on the proposed notes
(which is one notch below the corporate credit rating) reflects
the significant amount of secured debt and other liabilities that
rank ahead of them in the capital structure.  The outlook is
stable.

Standard & Poor's ratings on Grace and its subsidiary reflect what
S&P considers to be its "satisfactory" business risk profile as a
leading producer of refinery and other catalysts and other
primarily specialty chemicals and materials and a "significant"
financial risk profile.

Following the planned debt issuance, S&P believes credit metrics
will remain consistent with the "significant" financial risk
profile.  S&P expects funds from operations to adjusted debt of
20%-30% and adjusted debt to EBITDA of 3x to 4x.

RATINGS LIST

W. R. Grace & Co.
Corporate Credit Rating                BBB-/Stable/--

New Rating

W. R. Grace & Co.-Conn.
$1 Bil. Senior Unsecured Notes*        BB+

* Guaranteed by W. R. Grace & Co. Maturities are 7 and 10 years.


W.R. GRACE: Lukins & Annis to Get 10% Share of Scott's Fee Award
----------------------------------------------------------------
In the Chapter 11 cases of W.R. Grace & Co., Delaware Bankruptcy
Judge Kevin J. Carey adopted the recommendations of the Rule 706
Expert regarding the fee allocation claim of Lukins & Annis, P.S.
He ruled that, consistent with the recommendations in the Expert
Report, Lukins & Annis is awarded a 10% share of Darrell W.
Scott's portion of the Common Fund Fee Award ($667,500).

In December 2008, Claimants involved in extensive litigation with
Grace regarding Zonolite Attic Insulation filed a motion to
approve a class settlement and certification of the ZAI class,
which the Court preliminarily granted on January 16, 2009, and
finally approved on April 1, 2009.  The ZAI Class Settlement was
contingent on confirmation of a plan that contained a trust with
distribution procedures to effectuate the settlement.

The Debtors' First Amended Joint Plan of Reorganization took
effect on February 3, 2014.  Four days later, the ZAI Class
Counsel filed a motion seeking a Common Fund Fee Award of 25% of
the first two payments in the class settlement, for a total fee in
the approximate amount of $16 million.  On February 28, Lukins &
Annis filed a partial joinder to the Motion of ZAI Class Counsel
for a Common Fund Fee Award, and Counter-Motion to Stay
Disbursement of any Common Fund Fee Award Pending Resolution of
All Common Fund Fee Allocation Disputes.  The Joinder and Counter-
Motion consented to the request for the Fee Award, but objected to
disbursement of the Fee Award pursuant to the allocation proposed
by ZAI Class Counsel, which did not include any allocation for
L&A.

ZAI Class Counsel proposed the following allocation of the Fee
Award:

     (1) Scott will receive 42.5% of the Fee Award
         (approximately $6,675,000);

     (2) Westbrook will receive 42.5% of the Fee Award
         (approximately $6,675,000);

     (3) Cabraser will receive 15% of the Fee Award
         (approximately $2,400,000);

     (4) McGarvey will receive $250,000 from the Fee Award; and

     (5) Ness will receive 10 percent of Westbrook's allocation
         of the Fee Award (approximately $667,500).

Lukins & Annis contends that it is entitled to a portion of the
Fee Award due to its active involvement in the ZAI matters from
their inception until December 31, 2004, when Scott, the attorney
who principally was handling the ZAI litigation, left Lukins &
Annis to form The Scott Law Group, P.S.  Lukins & Annis argues
that the firm's efforts contributed to the development of the ZAI
litigation.  Lukins & Annis stated that it did not have an
agreement with Mr. Scott regarding a cost and fee sharing
agreement related to the ZAI litigation.

On April 3, 2014, the Bankruptcy Court entered an Order approving
the Fee Award and reimbursement of ZAI Class Counsels' expenses
from the fund created by the ZAI Class Settlement, but requiring
the Fee Award to be held in trust pending further order of the
Court regarding the Lukins & Annis Joinder and Counter-Motion.

Also on April 3, at the request of the parties, the Bankruptcy
Court entered an Order appointing Judith K. Fitzgerald as a Rule
706 Expert to issue a report and recommendation regarding the
Lukins & Annis Joinder and Counter-Motion.  The Rule 706 Order
included a schedule for Lukins & Annis to file a motion and
accompanying documentation supporting its claim to an allocation
of the Fee Award, and for parties to file responses and replies
thereto. Thereafter, Judge Fitzgerald had discretion to, inter
alia, determine the manner, timing and scope of evidence and other
submissions with respect to the allocation dispute. The Rule 706
Order also set a deadline for filing responses to the Expert
Report after it was issued by Fitzgerald.

On April 18, 2014, Lukins & Annis filed the Motion for an
Allocation of the ZAI Class Action Common Fund Fee Award.  On
April 28, 2014, responses to the Motion were filed by ZAI Class
Counsel, the Reorganized Debtors, ZAI Class 7B Trustee, and the
Property Damage Future Claimants' Representative.

On June 25, 2014, Judge Fitzgerald filed her Expert Report,
indicating that:

     (1) Lukins & Annis did not withdraw from the case
         "voluntarily" as that term has been explained in
         applicable case law.

     (2) Lukins & Annis absorbed the risk of the state court
         Barbanti litigation, which indirectly led to the ZAI
         class settlement, and is entitled to a nominal fee but
         not to reimbursement of expenses.

     (3) Lukins & Annis efforts contributed an indirect benefit
         to the ZAI class.

     (4) Although Class Counsels' allocation of the $16 million
         fee is entitled to great weight, Lukins & Annis has
         established an entitlement to a nominal share and,
         accordingly, Class Counsels' proposed allocation should
         be adjusted to provide for such share.

     (5) Alternatively, if the Court finds Lukins & Annis'
         services did not provide a benefit to the ZAI class
         sufficient to entitle Lukins & Annis to an allocation
         of the Common Fund Fee then, similarly, the Bankruptcy
         Court should find that neither McGarvey nor Ness provided
         a sufficient benefit to the ZAI class to be entitled to a
         fee.

     (6) From the submissions of the parties and review of
         applicable law, the Court should award Lukins & Annis
         10% of Darrell Scott's share of the Common Fund Fee,
         in the amount of [$667,500].

Judge Fitzgerald further recommended that Lukins & Annis be denied
any reimbursement of its costs as no notice was provided to the
ZAI class that such a request would be made and no other non-class
counsel will receive a disbursement based on costs.

On July 7, 2014, ZAI Class Counsel filed a response to the Expert
Report, attaching a declaration of Darrell W. Scott, that
challenged certain factual findings in the Expert Report regarding
Scott's representations to Lukins & Annis about reaching a fee
arrangement at a later time as incorrect.

Also on July 7, Lukins & Annis filed a response to the Expert
Report, asking that the Expert Report's recommendation be revised
to provide for an allocation to Lukins & Annis of at least 17.03%
of Scott's share of the Common Fund Fee Award, or approximately
$1,136,666.  Lukins & Annis argues that the Expert Report
recognized that it provided an important benefit to the ZAI Class
Settlement, but then recommended only a "nominal" allocation to
Lukins & Annis from the Fee Award.

Lukins & Annis contends that the award does not recognize that it
expended approximately 5,602 hours of time, with an actual dollar
value of $1,136,666.00 (at historical rates), for investigating,
developing, and litigating the state court Barbanti Litigation and
the ZAI property damages claims in the bankruptcy proceedings.
Lukins & Annis further argues that Fitzgerald gave undue deference
to ZAI Class Counsel's proposed allocation of the Fee Award,
especially in light of ZAI Class Counsel's unreasonable attempt to
completely bar Lukins & Annis from any recovery. Lukins & Annis
also argues that the recommended allocation award is not fair and
equitable when compared to the proposed allocation to other
counsel and the contributions of those firms to the ZAI Class
Settlement.

The ZAI Class Counsel meanwhile asked the Court to accept Judge
Fitzgerald's report and recommendation due to her experience in
mass tort bankruptcies and her familiarity with the ZAI
litigation. Further, ZAI Class Counsel responds to the comparison
in Lukins & Annis' Response between Lukins & Annis' contribution
to the ZAI Class Settlement and the work performed by other
counsel. ZAI Class Counsel pointed out that Lukins & Annis
received $582,005.68 in court-approved post-petition special
counsel fees, while the Fee Award represents the only compensation
some other attorneys will receive in connection with the ZAI
litigation.

A copy of Judge Carey's Sept. 3, 2014 Memorandum and Order is
available at http://is.gd/0W1ruefrom Leagle.com.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).

The Debtors are represented by Adam Paul, Esq., and John Donley,
P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger
Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago,
Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones,
LLP, in Wilmington, Delaware.

The Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

W.R. Grace defeated four appeals from approval of the Plan.  A
fifth appeal was by secured bank lenders claiming the right to
$185 million of interest at the contractual default rate.
Pursuant to a settlement announced in December 2013, lenders are
to receive $129 million in settlement of the claim for additional
interest.


W.R. GRACE: Moody's Hikes Rating on $1.5BB 1st Lien Debt to Ba1
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 corporate family
rating (CFR) and Ba2-PD probability of default rating (PDR) of W.
R. Grace & Co.?Conn. (Grace). Moody's also upgraded to Ba1 from
Ba2 the ratings on Grace's outstanding $1.55 billion first-lien
senior secured credit agreement. The first-lien senior secured
credit agreement consists of (1) a $400 million revolving credit
facility due 2019; (2) a $900 million term loan facility due 2021;
and (3) a $250 million delayed-draw term loan due 2021.
Concurrently, Moody's has assigned a Ba3 rating to Grace's
proposed $1.0 billion of senior unsecured notes due in 2021 and
2024. Additionally, Moody's has affirmed Grace's SGL-2 speculative
grade liquidity rating. The outlook on the ratings is stable.

Grace has announced that the proceeds from the new senior
unsecured notes will primarily be used to (1) terminate its
deferred payment obligations for asbestos-related personal injury
claims of approximately $632 million; (2) partially fund the
settlement of approximately $490 million of warrants also issued
for asbestos-related personal injury claims (Moody's understands
that the remainder of the warrants will be settled with delayed-
draw term loan due 2021); (3) repay approximately $50 million
outstanding under its revolving credit facility; and (4) pay
related transaction fees and expenses.

"Grace's agreement to terminate all of its deferred payment
obligations for asbestos-related personal injury claims is credit
positive, despite the increase in near-term leverage," says
Anthony Hill, a Moody's Vice President - Senior Credit Officer and
lead analyst for Grace.

Below is a full list of Grace ratings affected by the actions.

Affirmations:

Issuer: W.R. Grace & Co.-Conn.

  Corporate Family Rating, Affirmed Ba2

  Probability of Default Rating, Affirmed Ba2-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-2

Upgrades:

  Senior Secured Bank Credit Facilities, Upgraded to Ba1 from Ba2
  LGD2

Assignments:

  Senior Unsecured Notes due 2021, Assigned Ba3 LGD5

  Senior Unsecured Notes due 2024, Assigned Ba3 LGD5

Ratings Rationale

Grace emerged from bankruptcy earlier this year via a Chapter 11
reorganization plan that resolved all asbestos-related personal
injury and property damage claims, and any future asbestos claims.
The court-approved exit plan established a trust under Section
524(g) of the US Bankruptcy Code to resolve personal injury
asbestos claims. It was this trust that recently reached the
settlement agreement with Grace to terminate all of its deferred
payment obligations for asbestos-related personal injury claims
for a cash consideration of $632 million. Although the settlement
increases leverage, it is credit positive for Grace. Moody's
estimates that Grace will realize more than $200 million in cash
savings over the life of the original obligation installment
period, which was $1.55 billion, payable in installments from 2019
through 2033. Ultimately, by eliminating the deferred payment
obligation, and outstanding warrants (issued to the personal
injury trust), from its balance sheet, Grace has now (1)
simplified its capital structure; (2) removed the last bit of
legal uncertainty around its payment obligations for asbestos-
related personal injury claims; and (3) improved its long-term
cash position.

However, over the short-term, Grace's Ba2 CFR will be stressed by
the company's higher financial leverage. Moody's now expects the
company's leverage will be around 3.8x debt/EBITDA (up from the
rating agency's original expectation of 3.2x debt/EBITDA, and on a
Moody's-adjusted basis) for the fiscal year-end (FYE) December
2014 and pro forma for the new notes. While Moody's expects the
company to reduce leverage over the coming quarters, Grace is
significantly exposed to a slowly recovering US construction
market and a weak European chemicals trading environment that is
expected to persist through at least 2015. Furthermore, Moody's
believes that the move to lighter refinery feedstocks in US will
continue to pressure revenue generation and profitability at
Grace's catalyst business, the company's largest segment which
generates over two-thirds of its total EBITDA.

Yet for all of these concerns, the Ba2 CFR also reflects Grace's
strength as a leading specialty chemicals producer for the global
refining catalyst, packaging, and construction industries, with a
track record of maintaining solid market share positions across a
diverse product line. The rating also acknowledges Grace's proven
ability to generate solid cash flows through all global economic
cycles, and its resilient business model, solid operating
performance, and ability to pass through material and production
costs while simultaneously improving marginal income. Ultimately,
the rating agency continues to expect Grace's operating
performance to exhibit greater stability than most other Ba-rated
chemicals companies over the coming quarters/ years.

Moody's believes that Grace's liquidity, pro forma the
transaction, will comfortably cover its near-term requirements.
Pro forma for the transaction and by FYE December 2014, Moody's
expects the company to exhibit an adjusted cash balance of
approximately $550 million. Internally generated cash flow and the
undrawn $400 million revolving credit facility will cover the
company's ongoing basic cash needs, such as debt service and
amortization, working capital needs, and expected capital
expenditures (including expansionary capital investments).

Using Moody's Loss Given Default (LGD) methodology, the PDR is
equal to the CFR, based on a 50% recovery rate, primarily due to
the covenant-lite structure of the senior secured credit
facilities and the addition of $1.0 billion of senior unsecured
notes to the company's capital structure. Also in accordance with
Moody's LGD methodology, and pro forma for the addition of the new
senior unsecured notes to Grace's capital structure, the company's
revolving credit facility and other first-lien senior secured
credit facilities have been upgraded to Ba1 (from Ba2), one notch
above the Ba2 CFR. This is due to the first-lien senior secured
facility's priority over the $1.0 billion senior unsecured notes,
which are rated Ba3, one notch below the CFR due to their lower
priority in the capital structure. Additionally, Grace will no
longer have the deferred payment obligations (for asbestos-related
personal injury claims), or the warrants (issued to the personal
injury trust) in its capital structure. In Moody's view, the
elimination of these liabilities, now generally replaced by the
new senior unsecured notes, increases the certainty that Grace's
US-based collateral can adequately back the company's senior
secured credit facilities.

Outlook

The stable outlook reflects Moody's expectation that Grace's
credit metrics will improve over the coming quarters, in line with
the rating agency's expectation of continued solid operational
performance.

What Could Change The Rating Up/Down

Moody's would consider upgrading Grace's rating if the company (1)
has no new or significant claims related to legacy liabilities
made against it; (2) maintains conservative financial policies
with respect to acquisitions and shareholder distributions; and
(3) continues to meet, or exceed, Moody's operational performance
expectations post bankruptcy and over the coming quarters.
Quantitatively, Moody's would consider upgrading Grace's ratings
if the company's Moody's-adjusted (1) debt/EBITDA ratio is around
3.0x; (2) EBITDA/interest expense ratio is above 6.0x; and (3)
retained cash flow/debt ratio is above 20% -- all on a sustained
basis.

Conversely, Moody's could downgrade Grace if the company's
financial policies, with respect to acquisitions and shareholder
distributions, become aggressive; or the company's operating
performance exhibits any sign of sustained weakness.
Quantitatively, Moody's would consider downgrading Grace's ratings
if the company's Moody's-adjusted (1) debt/EBITDA ratio increases
to around 4.0x; (2) EBITDA/interest expense ratio falls below
4.0x; or (3) retained cash flow/debt ratio falls to around 15%.

Principal Methodology

The principal methodology used in this rating was the Global
Chemicals Industry Methodology published in December 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.

Headquartered in Maryland, USA, W. R. Grace & Co. is the ultimate
parent of W. R. Grace & Co.--Conn. Grace is a manufacturer of
specialty chemicals and materials with operations in over 40
countries. Grace has three major reporting segments: (1) catalysts
technologies (37% of revenues for the last twelve months ending
June 2014); (2) materials technologies (29%); and (3) construction
products (34%). Moody's projects Grace's FYE December 2014
revenues and Moody's-adjusted EBITDA will be approximately $3.3
billion and $736 million, respectively.


WAFERGEN BIO-SYSTEMS: Has $2.1-Mil. Net Loss in June 30 Quarter
---------------------------------------------------------------
WaferGen Bio-systems, Inc., filed its quarterly report on Form 10-
Q, disclosing a net loss of $2.1 million on $1.73 million of total
revenue for the three months ended June 30, 2014, compared with a
net loss of $3.16 million on $246,248 of total revenue for the
same period in 2013.

The Company's balance sheet at June 30, 2014, showed
$9.41 million in total assets, $7.69 million in total liabilities
and total stockholders' equity of $1.72 million.

The Company continues to face significant risks associated with
the successful execution of its strategy given the current market
environment for similar companies and failure to generate
sufficient revenues or raise additional capital could have a
material adverse effect on the Company's ability to continue as a
going concern and to achieve its intended business objectives.
These facts raise substantial doubt about the Company's ability to
continue as a going concern, and there can be no assurance that
the Company will be successful in its efforts to enhance its
liquidity situation, according to the regulatory filing.

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

                       http://is.gd/xi6gU1

                    About WaferGen Bio-systems

Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research.  Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.

WaferGen reported a net loss attributable to common stockholders
of $17.71 million in 2013, following a net loss attributable to
common stockholders of $8.97 million in 2012.

SingerLewak LLP, in San Jose, California, issued a "going concern"
qualification on the consoliated financial statements for the year
ended Dec. 31, 2013.  The independent auditors noted that the
Company has incurred operating losses and negative cash flows from
operating activities since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


WATERSTONE AT PANAMA: Seeks Final Decree & Final Accounting Report
------------------------------------------------------------------
Waterstone at Panama City has filed before the Bankruptcy Court an
application for final decree closing its Chapter 11 case and for
final accounting report of the case.

As stated in the application, all the claims or interests have
been surrendered or released in accordance with the provisions of
the debtor's bankruptcy-exit plan. In addition, substantially all
the property of the debtor has been transferred. Lastly, payment
to creditors and other interested parties have been completed.

Waterstone at Panama City is represented by:

     William L. Biggs, Esq.
     GROSS & WELCH, P.C., L.L.O.
     2120 South 72nd Street, #1500
     Omaha, NE 68124
     Tel: (402) 392-1500
     Fax: (402) 392-1538
     E-mail: bbiggs@grosswelch.com

        About Waterstone at Panama City Apartments, LLC

Omaha, Nebraska-based Waterstone at Panama City Apartments, LLC,
is a single-asset real estate entity located in Panama City,
Florida, and owned by a non-profit corporation called Tapestry
Group, Inc., which is the sole member of Waterstone at Panama City
Apartments, LLC.

Waterstone at Panama City Apartments filed for Chapter 11
protection (Bankr. D. Neb. Case No. 13-80751) on April 9, 2013.
Bankruptcy Judge Timothy J. Mahoney presides over the case.
William L. Biggs, Jr., Esq., and Frederick D. Stehlik, Esq., at
Gross & Welch P.C., L.L.O., represent the Debtor in its
restructuring efforts.  The Debtor disclosed $26,159,064 in assets
and $26,120,989 in liabilities as of the Chapter 11 filing.

The petition was signed by Edward E. Wilczewski, manager.  Mr.
Wilczewski is presently the interim president of Tapestry.

The Bankruptcy Court confirmed on March 20, 2014, a plan of
liquidation for the Debtor.  A full-text copy of the Disclosure
Statement explaining the Plan filed by the Debtor, dated Jan. 7,
2014, is available for free at:

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


WESTLAKE VILLAGE: Files for Chapter 11 in California
----------------------------------------------------
Westlake Village Property, LP, sought Chapter 11 bankruptcy
protection (Bankr. C.D. Cal. Case No. 14-bk-11980) in Santa
Barbara, California, on Sept. 9, 2014.

The case is assigned to Judge Deborah J. Saltzman.

The Westlake Village, California-based entity, Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101(51B), estimated
$10 million to $50 million in assets and $1 million to $10 million
in debt.

The Company is represented by Leslie A Cohen, Esq., at Leslie
Cohen Law PC, in Santa Monica, California, as counsel.

The schedules of assets and liabilities and the statement of
financial affairs are due Sept. 23, 2014.

An affiliate, Mid-Wilshire Property, LP sought bankruptcy
protection on Sept. 7, 2014 (Case No. 14-11960), which case is
also pending before Judge Saltzman.


WINDSOR QUALITY: S&P Puts 'B+' Corp. Credit Rating on Watch Pos.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on Windsor Quality Food Co. Ltd.
on CreditWatch with positive implications, meaning that S&P could
either raise or affirm the ratings following the completion of its
review.

The CreditWatch placement follows Ajinomoto Co. Inc.'s (AA-
/Stable/A-1+) announcement that will be acquiring Windsor's frozen
food division for about $800 million.

"We believe that Windsor's credit profile will improve with the
acquisition by higher-rated Ajinomoto and that Windsor will
benefit from increased operating scale and international
diversity, as well as being part of the larger and financially
stronger Ajinomoto," said Standard & Poor's credit analyst Bea
Chiem.

As of June 28, 2014, the company's lease-adjusted debt outstanding
was approximately $375 million.  S&P will withdraw its issue-level
ratings on Windsor at the closing of the transaction when the debt
is repaid.


XZERES CORP: Appoints Michael Williams as Chief Financial Officer
-----------------------------------------------------------------
XZERES Corp. has appointed R. Michael Williams as chief financial
officer, succeeding Steven Shum who has been appointed chief
operating officer and who will remain a company director.

Mr. Shum resigned as the Company's CFO.  His resignation was not a
result of any disagreement with the Company.  Under his new
management role, Mr. Shum will focus on strategic initiatives,
general operations, as well as support key sales activities around
the world.

"We welcome Mike's extensive leadership in finance and accounting
for publicly and privately held companies with global presence,"
said David Hofflich, CEO of XZERES.  "Mike's background and skill
set will further support XZERES' recently extended product
offerings and our growth in the domestic and international
markets.  We thank Steve for his contributions as CFO, which have
helped finance and build XZERES into a global leader in
distributed wind.  We look forward to his continued leadership as
our new COO."

"Given our increasing global sales activities, XZERES is now at a
point that it needs to expand its leadership team to support sales
of our UK FITCO program, our sales network in Japan - pending
ClassNK certification, and other large scale sales initiatives
that we expect to complete," continued Hofflich.  "We will also
continue to leverage our international sales team to pursue
various market opportunities, including India, Philippines, and
Vietnam, as well as in Europe and the Americas."

Williams brings more than 30 years of experience in finance and
accounting for publicly traded and privately held manufacturing
and distribution companies.  He previously served as CFO of Dr.
Bott, a distributor for digital lifestyle accessories for Apple
devices.  Prior to Dr. Bott, he was vice president of finance at
Sonetics Corporation, a leader in innovative and proven team
communication systems for high-noise environments.  He has also
served as CFO of Silver Eagle Manufacturing Co., the global leader
in light tactical trailers and converter dollies.

Williams is a Certified Public Accountant, Certified Management
Accountant and Chartered Global Management Accountant.  He holds a
MBA in IT and Finance from the University of Portland and a
Bachelor of Science in Business Administration from Oregon State
University.

Mr. Williams' compensation will be $135,000 in annual salary and
he will be issued Stock Options.

                         About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

XZERES reported a net loss of $9.49 million for the year ended
Feb. 28, 2014, as compared with a net loss of $7.59 million for
the year ended Feb. 28, 2013.  The Company's balance sheet at
May 31, 2014, showed $6.80 million in total assets, $14.43 million
in total liabilities and a $7.63 million total stockholders'
deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Feb. 28, 2014.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


YSC INC: Faces Opposition to Plan Confirmation
----------------------------------------------
Judge Marc Barreca of the U.S. Bankruptcy Court for the Western
District of Washington at Seattle, on Aug. 8, 2014, approved the
third amended disclosure statement explaining YSC Inc.'s Chapter
11 Plan of Reorganization, allowing the company to proceed with
the solicitation of votes for the plan.

Majority of YSC's creditors voted in favor of the Plan, except for
Whidbey Island Bank, n/k/a Heritage Bank, which holds an
$11,356,973 secured claim; Marlin Business Bank, which holds a
$6,943 secured claim; and Ramada Worldwide, Inc., which holds a
$92,633 claim.  The Debtor believes that confirmation of its Plan
under Section 1129(b) of the Bankruptcy Code is possible given
that the provisions of the section of the Bankruptcy Code are met.

Ramada, which operates a guest-lodging facility franchise system,
complained that the Plan fails the confirmation standards of
Section 1129 and was not proposed in good faith because the Debtor
is proposing a painfully long cure to Ramada lasting a decade and
also proposes relatively small payments to general unsecured
creditors.  The Debtor, in response to Ramada's plan confirmation
objection, tells the Court that it is in the process of attempting
to reach a settlement with Ramada regarding the repayment of its
arrears, and is hopeful that an agreement will be reached prior to
the confirmation hearing.

A full-text copy of the Disclosure Statement dated July 28, 2014,
is available at http://bankrupt.com/misc/YSCds0728.pdf

Ramada is represented by Mark D. Northrup, Esq. --
mnorthrup@grahamdunn.com -- at Graham & Dunn PC; and Michael J.
Connolly, Esq., at Forman Holt Eliades & Youngman LLC, in Paramus,
New Jersey.

                          About YSC Inc.

YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a
Ramada Inn in Olympia, Washington, filed a petition for Chapter 11
protection (Bankr. W.D. Wash. Case No. 13-17946) on Aug. 30, 2013,
in Seattle.

The owner listed the hotels as worth $17.9 million.  Total debt is
$18.5 million, including $18 million in secured debt.  Among
mortgage holders, Whidbey Island Bank is owed $13.3 million.

Bankruptcy Judge Marc L. Barreca presides over the case.  Wells
and Jarvis, P.S., serves as YSC's counsel.

Scott Hutchison, Esq., represents Whidbey Island Bank.

YSC's principals Sang Kil Yim and Chan Sook Yim filed for personal
Chapter 11 bankruptcy (Case No. 14-10897).


ZOGENIX INC: Presented at Morgan Stanley Conference
---------------------------------------------------
Zogenix, Inc.'s management had presented at the Morgan Stanley
Global Healthcare Conference 2014 in New York, on Sept. 10, 2014.
A copy of the slides used at the presentation is available at:

                        http://is.gd/147d9F

                         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.


* 9th Circ: Ch.13 Debtor Can Recoup Atty. Fees From Stay Appeal
---------------------------------------------------------------
Law360 reported that the U.S. Court of Appeals for the Ninth
Circuit determined that a Chapter 13 debtor should be repaid for
attorneys' fees incurred defending a creditor's appeal of a
bankruptcy court ruling, finding the fees were recoverable because
they constituted actual damages resulting from a violation of the
automatic stay.   According to the report, majority of the three-
judge panel said the Bankruptcy Code allows parties injured by a
stay violation to recover actual damages and the fees at issue are
not precluded by Ninth Circuit precedent limiting the range of
those damages.

The case is America's Servicing Co. v. Irene Michelle Schwartz-
Tallard, case number 12-60052, in the U.S. Court of Appeals for
the Ninth Circuit.


* St. Louis Is Seventh Circuit to Allow Chapter 13 Lien Stripping
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, and
Sherri Toub, a Bloomberg News writer, reported that the U.S. Court
of Appeals in in St. Louis became the seventh federal circuit
court to rule that a bankrupt in Chapter 13 can strip off an
underwater subordinate mortgage.  According to the report, no
appeals court have held otherwise.

The new case is Minnesota Housing Finance Agency v. Schmidt (In re
Schmidt), 13-2447, U.S. Court of Appeals for the Eighth Circuit
(St. Louis).


* Lawmakers Seek to Smooth Banks' Path Through Bankruptcy
---------------------------------------------------------
Victoria McGrane, writing for The Wall Street Journal, reported
that a bipartisan bill approved by a congressional committee to
amend the U.S. bankruptcy code underscores a postcrisis conundrum:
Big banks must demonstrate they can be dismantled in bankruptcy,
but experts and some lawmakers say the current code is inadequate
to handle the failure of a major financial firm.  Lawmakers are
moving to address issues they say must be fixed if the bankruptcy
law "can expeditiously restore trust in the financial marketplace
as soon as possible after a major collapse of a financial
institution," the Journal said, citing Rep. John Conyers, the top
Democrat on the House Judiciary Committee and a sponsor of the
bill.


* Quiznos, Cold Stone Creamy Among Brands with High Default Rates
-----------------------------------------------------------------
Sarah E. Needleman and Coulter Jones, writing for The Wall Street
Journal, reported that Quiznos, Cold Stone Creamery, Planet Beach
Franchising and Huntington Learning Centers Inc. ranked among the
10 worst franchise brands in terms of Small Business
Administration loan defaults.  According to the report, citing the
newspaper's analysis of charge-offs of all SBA-backed franchise
loans in the past decade, franchisees of the 10 brands in the
ranking defaulted at more than double the rate for SBA borrowers
who invested in all other chains.


* U.S. Risk Council Discusses Oversight of Nonbank Firms
--------------------------------------------------------
Reuters reported that the U.S. systemic risk council will meet to
discuss naming nonbank financial firms for tougher regulatory
oversight, the U.S. Treasury Department said.  According to the
report, the Financial Stability Oversight Council appears close to
deciding whether it believes insurer Metlife Inc. is
"systemically" risky, or so big its hypothetical failure could
destabilize global financial markets.


* BOOK REVIEW: Risk, Uncertainty and Profit
-------------------------------------------
Author:  Frank H. Knight
Publisher:  Beard Books
Softcover:  381 pages
List Price:  $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at http://is.gd/YrQUHR

The tenets Frank H. Knight sets out in this, his first book,
have become an integral part of modern economic theory. Still
readable today, it was included as a classic in the 1998 Forbes
reading list. The book grew out of Knight's 1917 Cornell
University doctoral thesis, which took second prize in an essay
contest that year sponsored by Hart, Schaffner and Marx. In it,
he examined the relationship between knowledge on the part of
entrepreneurs and changes in the economy. He, quite famously,
distinguished between two types of change, risk and uncertainty,
defining risk as randomness with knowable probabilities and
uncertainty as randomness with unknowable probabilities. Risk,
he said, arises from repeated changes for which probabilities
can be calculated and insured against, such as the risk of fire.
Uncertainty arises from unpredictable changes in an economy,
such as resources, preferences, and knowledge, changes that
cannot be insured against. Uncertainty, he said "is one of the
fundamental facts of life."

One of the larger issues of Knight's time was how the
entrepreneur, the central figure in a free enterprise system,
earns profits in the face of competition. It was thought that
competition would reduce profits to zero across a sector because
any profits would attract more entrepreneurs into the sector and
increase supply, which would drive prices down, resulting in
competitive equilibrium and zero profit.

Knight argued that uncertainty itself may allow some entrepreneurs
to earn profits despite this equilibrium. Entrepreneurs, he said,
are forced to guess at their expected total receipts. They cannot
foresee the number of products they will sell because of the
unpredictability of consumer preferences. Still, they must
purchase product inputs, so they base these purchases on the
number of products they guess they will sell. Finally, they have
to guess the price at which their products will sell. These
factors are all uncertain and impossible to know. Profits are
earned when uncertainty yields higher total receipts than
forecasted total receipts. Thus, Knight postulated, profits are
merely due to luck. Such entrepreneurs who "get lucky" will try to
reproduce their success, but will be unable to because their luck
will eventually turn.

At the time, some theorists were saying that when this luck runs
out, entrepreneurs will then rely on and substitute improved
decision making and management for their original
entrepreneurship, and the profits will return. Knight saw
entrepreneurs as poor managers, however, who will in time fail
against new and lucky entrepreneurs. He concluded that economic
change is a result of this constant interplay between new
entrepreneurial action and existing businesses hedging against
uncertainty by improving their internal organization.

Frank H. Knight has been called "among the most broad-ranging
and influential economists of the twentieth century" and "one of
the most eclectic economists and perhaps the deepest thinker and
scholar American economics has produced." He stands among the
giants of American economists that include Schumpeter and Viner.
His students included Nobel Laureates Milton Friedman, George
Stigler and James Buchanan, as well as Paul Samuelson. At the
University of Chicago, Knight specialized in the history of
economic thought. He revolutionized the economics department
there, becoming one the leaders of what has become known as the
Chicago School of Economics. Under his tutelage and guidance,
the University of Chicago became the bulwark against the more
interventionist and anti-market approaches followed elsewhere in
American economic thought. He died in 1972.


                             *********

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
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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
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Don't be fooled.  Assets, for example, reported at historical cost
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Each Friday's edition of the TCR includes a review about a book of
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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
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