TCR_Public/140917.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 17, 2014, Vol. 18, No. 259

                            Headlines

101178 BC: S&P Assigns 'B+' Corp. Credit Rating; Outlook Stable
ABATEMENT CORP: SEC Obtains Asset Freeze Amid Fla. Ponzi Scheme
ABUNDANT LIFE CHURCH: Case Summary & 10 Top Unsecured Creditors
AGFEED INDUSTRIES: Agrees to Pay $18-Mil. to Settle SEC Fraud Case
AGFEED INDUSTRIES: Disclosures Okayed, Plan Hearing on Oct. 27

ALLIANCE INVESTMENT: Enabled Battoo Fraud, US SEC Says
ALLIED SYSTEMS: Yucaipa Urges Judge to Deny 2013 Settlement
ALTAIR NANOTECHNOLOGIES: Withdraws Nasdaq Common Stock Listing
ASSOCIATED WHOLESALERS: Section 341(a) Meeting Set for Oct. 20
ATHERTON FINANCIAL: Section 341(a) Meeting on Oct. 21

BANKRATE INC: S&P Puts 'BB-' Corp. Credit Rating on Watch Negative
BANTA PROPERTIES: Voluntary Chapter 11 Case Summary
BAPTIST HOME: Can Hire LS&A as Corp and Tax Counsel
BAPTIST HOME: Sale of Deer Meadows Retirement Facility Approved
BERLIN PACKAGING: Moody's Lowers Corporate Family Rating to B3

BERLIN PACKAGING: S&P Affirms 'B' CCR & Rates $620MM Debt 'B'
BERNARD L. MADOFF: Bizarre Appeal Reaches 2nd Circuit
BS QUARRIES: Files Schedules of Assets and Liabilities
BS QUARRIES: Wants Stipulation on Case Dismissal Approved
BS QUARRIES: Gets Bankruptcy Court Approval to Use Cash Collateral

CARRIZO OIL: Moody's Raises Corporate Family Rating to 'B1'
CHEYENNE HOTEL: Court Dismissed Chapter 11 Case
CHRYSLER GROUP: Parts Maker Denies Indemnity Duty for Defect Suit
CITIZENS FUNDING I: Fitch Affirms 'BB' Preferred Stock Rating
COLDWATER CREEK: Amends Plan Ahead of Sept. 17 Approval Hearing

COLDWATER CREEK: Interest Holder Opposes Plan Confirmation
COLDWATER CREEK: Landlords Dispute Plan's Disposition of Claims
COLDWATER CREEK: UHSI Objects to Plan Over Treatment of ASA
COLVILLE PROPERTIES: Case Summary & Largest Unsecured Creditors
CONSTAR INTERNATIONAL: Fires Lawyers After Investigative Report

CRAFT INTERNATIONAL: Founder's Widow Sues Estate
DATARAM CORP: To Request Hearing for Nasdaq Listing Compliance
DAYTON POWER: Moody's Affirms 'Ba2' Preferred Stock Rating
DETROIT, MI: Syncora Has Comprehensive Settlement With City
DIAMOND R: Voluntary Chapter 11 Case Summary

DIGITAL DOMAIN: Creditors Sue Over $12-Mil. Subsidiary Sale
DOMARK INT'L: Has $3.64-Mil. Net Loss in Second Quarter
ENERGY FUTURE: Turnaround May Get Surprise Boost From NY Judge
FASTFUNDS FINANCIAL: Amends Second Quarter 2014 Fin'l Report
FCC HOLDINGS: U.S. Trustee Objects to Education Training Sale

FIELD FAMILY: Court Approves Modification to Third Amended Plan
FILENE'S BASEMENT: DSW Liable for Manhattan Lease
FLETCHER INTERNATIONAL: Sept. 19 Hearing on Settlement Agreement
FREEDOM INDUSTRIES: Judge Says Fees Could Eat Spill Cleanup Cash
FRONTLINE LTD: Reports $78.95-Mil. Net Loss in June 30 Quarter

GARLOCK SEALING: Files 2nd Amendment to Settled Asbestos Claims
GARLOCK SEALING: Has Employed Kinsella Media as Notice Expert
GARLOCK SEALING: Wants Removal Period Extended Until March 2015
GENERAL MOTORS: Wins Dismissal of Lawsuit Over 2010 IPO
GENERAL MOTORS: Death Count Raised to 19 in Ignition-Switch Defect

GENERAL MOTORS: Seeks to Stall Discovery on Post-Ch. 11 Accidents
GEO GROUP: Moody's Assigns (P)Ba3 Senior Unsecured Shelf Rating
GFI GROUP: BGC Tender Offer No Impact on Fitch's 'BB-' Rating
GLOBAL ARENA: Files Amendment to Quarterly Financial Report
GLOBAL AVIATION: Seeks Approval of Cerberus Collection Agreement

GLOBAL AVIATION: Trustee Wants Changes in Conversion Motion Order
GLOBAL GEOPHYSICAL: Consulting Deal With COO Verghese Okayed
GRANDPARENTS.COM INC: Amends Second Quarter 2014 Fin'l Report
HAAS ENVIRONMENTAL: Friedman Schuman Sues Over Santander Loan
HARRIS LAND: Has Until Oct. 10 to Propose Chapter 11 Plan

HAYDEL PROPERTIES: BancorpSouth's Bid for Stay Relief Denied
HILLENBRAND INC: Moody's Lowers Sr. Unsecured Debt Rating to Ba1
HOLT DEVELOPMENT: Court Confirms First Amended Plan
INTERCEPT ENERGY: Incurs C$921-K Net Loss for Q2 Ended June 30
INTERFACE SECURITY: Incurs $12.9-Mil. Net Loss for Q2

INVERSIONES ALSACIA: Seeks Votes for Prepack Ch. 11 Plan
INVERSIONES ALSACIA: Solicitation Materials Now Available
IOWA GAMING: Wins Dismissal of Own Chapter 11 Cases
LATITUDE 360: Amends Second Quarter 2014 Financial Report
LEGEND OIL: Reports $932,000 Net Loss for June 30 Quarter

LONGVIEW POWER: Insurer Stuck With $336M Lien Coverage Suit
LV HARMON: Court Approves Gordon Silver as Bankruptcy Counsel
MILLER AUTO PARTS: Case Summary & 30 Largest Unsecured Creditors
MONROE HOSPITAL: Oct. 13 Auction Set; Competing Bids Due Oct. 9
MONROE HOSPITAL: Court Approves Bingham Greenebaum as Counsel

MONROE HOSPITAL: Wins Final Approval to Incur Debt and Use Cash
NAUTILUS HOLDINGS: Wants Nov. 7 Set as General Claims Bar Date
NEW ENGLAND COMPOUNDING: Pharmacist Pleads Not Guilty
NII HOLDINGS: Aurelius Capital Issues Statement on Ch. 11 Filing
NXT ENERGY: Posts C$1.29-Mil. Net Loss in Second Quarter

OHCMC-OSWEGO: Disclosure Statement Hearing Today
OMAHA CIVIC: Proxibid to Conduct Live Auction on October 3
OMNITRACS LLC: S&P Affirms 'B' Corp. Credit Rating
PACIFIC RUBIALES: Fitch to Rate Proposed $500MM Unsec. Debt 'BB+'
PACIFIC RUBIALES: Moody's Rates $750MM Unsecured Notes 'Ba2'

PHILLIPS INVESTMENT: Cash Use Extended; Bank's SARE Bid Nixed
PLY GEM: Moody's Hikes CFR to B2 & $430MM Sec. Debt Rating to B1
PLY GEM: S&P Affirms 'B' CCR & Raises $430MM Loan Rating to 'B+'
PREMIER PAVING: To Pay $26,000 to GE Capital Under Settlement
OVERSEAS SHIPHOLDING: Proskauer Can't Dodge Malpractice Suit

R.R. DONNELLEY: S&P Retains 'BB-' CCR Over Revolver Amendment
RADIOSHACK CORP: Financial Chief Resigns After 7 Months
RADIOSHACK CORP: Needs to Stabilize Margins, Moody's Says
RCN TELECOM: Moody's Assigns Caa1 Rating on New $100MM Bond
RCN TELECOM: S&P Retains 'CCC+' Rating Over $100MM Note Tack-On

REPLICEL LIFE: Reports C$1.42-Mil. Income for Second Quarter
REVEL AC: Proposed Buyer Seeks to Quickly Reopen Hotel & Casino
ROAD INFRASTRUCTURE: S&P Lowers CCR to 'B-'; Outlook Stable
S & M TRANSPORT: Voluntary Chapter 11 Case Summary
SAN BERNARDINO, CA: Replies to Firefighters' CBA Motion Objection

SCOTTSDALE VENETIAN: ADOR Withdraws Objection to Amended Plan
SCOTTSDALE VENETIAN: Court Awaits Docs Needed to Confirm Plan
SEQUA CORP: S&P Lowers CCR to 'B-' on Weak Credit Measures
SIGA TECHNOLOGIES: PharmAthene Rift Prompts Chapter 11 Bankruptcy
SIGA TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors

SKYLINE CORP: Incurs $11.86-Mil. Net Loss in FY Ended May 31
SPECIALTY PRODUCTS: Republic & NMBFil Cases Jointly Administered
SPECIALTY PRODUCTS: New Debtors Want to Retain Richards Layton
SPECIALTY PRODUCTS: New Debtors to Retain Jones Day as Counsel
SPECIALTY PRODUCTS: Republic & NMBFiL Seek Futures Representative

SPENCERPORT DEV.: Case Summary & 20 Top Unsecured Creditors
ST. CROIX PREPARATORY: S&P Affirms 'BB' Long-Term Rating
STI INFRASTRUCTURE: S&P Lowers CCR to 'B-'; Outlook Negative
SUN PRODUCTS: S&P Revises Outlook on 'B-' CCR to Negative
TEMBEC INC: S&P Raises CCR to 'B-' on Reduced Funding

TOWER GROUP: Has $53.99-Mil. Net Loss in Q2 Ended June 30
TRIZETTO CORP: Cognizant Tech Deal No Impact on Moody's B2 CFR
TRUMP ENTERTAINMENT: Has Interim OK to Use Icahn Cash Collateral
TRUMP ENTERTAINMENT: Can Employ Prime Clerk as Claims Agent
TRW AUTOMOTIVE: Moody's Puts Ba1 CFR on Review for Downgrade

TUSKEENA WYTHEVILLE: Case Summary & 7 Top Unsecured Creditors
UHF INCORPORATED: Incurs $3.06-Mil. Net Loss for June 30 Quarter
USMART MOBILE: Amends Second Quarter Report
VARIANT HOLDING: Creditor Calls for Ch.11 Trustee, Cites Fraud
WELLNESS CENTER USA: Posts $497,000 Net Loss for Second Quarter

WHITE RIVER BAPTIST: Case Summary & 3 Top Unsecured Creditors
WILMINGTON TRUST: Charged by SEC Over Improper Accounting
WKI HOLDING: Moody's Says Weak Performance No Impact on B2 Rating

* Anti-Inversion Tax Plan Could Reach Back to 1994
* CalPERS to End Hedge Fund Investments
* Credit Score Overhaul Introduced in Congress
* House to Vote on Insurance-Industry Change to Dodd-Frank
* Judiciary Committee Approves Fin'l Institution Bankruptcy Act

* SEC Preparing New Mutual Fund Rules
* Senators Say Criminal Bank Execs Should Face Arrest
* Wall Street Banks Feel Pressure on Fed's Proposed New Rules
* U.S. Education Dept. Changes Rules on Student Loan Servicing

* Marc Rosenberg Joins Golenbock's Bankruptcy Group as Partner


                             *********


101178 BC: S&P Assigns 'B+' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to 101178 B.C. Unlimited Liability Co. (Newco), the
proposed parent to Burger King and Tim Hortons.  The outlook is
stable.

At the same time, S&P assigned a '3' recovery rating and 'B+'
issue-level rating to Newco's proposed $500 million senior secured
revolving credit facility and $6.75 billion senior secured first-
lien term loan.  The '3' recovery rating indicates S&P's
expectations of meaningful (50%-70%) recovery of principal in the
event of default.

S&P also assigned a 'B-' issue-level rating to the $2.25 billion
senior secured second-lien notes, with a '6' recovery rating,
indicating S&P's expectation of negligible (0%-10%) in the event
of default.

S&P also removed the rating on Burger King Corp. from CreditWatch
with negative implications, and equalized the rating to that of
Newco.

"The rating action comes as Newco issues the debt to fund the
combination of Burger King and Tim Hortons," said credit analyst
Charles Pinson-Rose.  "We expect a parent of Newco to issue new
equity and receive $3 billion or preferred equity investment from
Berkshire Hathaway Inc. with a 9% dividend to facilitate the
transaction.  For the purposes of the rating, we consider the
preferred equity as debt-like and adjust debt for the preferred
amount and adjust interest for the dividend amount.  Accordingly
we expect the pro forma ratio of debt to EBITDA to be in the mid-
to high-7x range, but S&P expects the company to reduce leverage
quickly, possibly to the mid- to low-6x area over the next two
years."

S&P's outlook on Newco is stable, which incorporates S&P's
assumptions that both Burger King and Tim Hortons can improve
profits from restaurant growth and moderate increases in same-
store sales, and generate meaningful excess cash flow.  These
factors will lead to moderate credit ratio improvement, although
S&P expects leverage ratios to remain commensurate with a highly
leveraged financial risk profile.

Upside Scenario

S&P would consider a higher rating if leverage were below 5x with
its calculations (which include the expected $3 billion of
preferred stock and minimum operating lease commitments without
adjusting for lease receipts).  This could occur over several
years if EBITDA (before any lease adjustments) was near $2 billion
(roughly 35% higher than expected pro forma levels) and the
company reduced debt by $2 billion.

Downside Scenario

S&P could lower the rating if its assumption of profit growth and
free cash flow leading to considerable deleveraging did not occur.
For example, if credit ratios are simply maintained because of
flat profits, tepid restaurant growth, and negative same-store
sales, S&P could consider a lower rating.


ABATEMENT CORP: SEC Obtains Asset Freeze Amid Fla. Ponzi Scheme
---------------------------------------------------------------
The Securities and Exchange Commission on Sept. 16 said an
emergency asset freeze against a company located in Turks and
Caicos Islands in connection with its operation of a South
Florida-based Ponzi scheme.

The SEC's request for the emergency asset freeze against Abatement
Corp. Holding Company Limited was granted in the U.S. District
Court for the Southern District of Florida last week.  The SEC's
complaint alleged that Abatement Corp. and its now-deceased
principal Joseph Laurer -- who commonly used the name Dr. Josef V.
Laurer -- falsely promised investors safe, guaranteed returns
while engaging in an offering fraud and Ponzi scheme from November
2004 until Laurer's death on May 15, 2014.

The SEC's complaint also names Laurer's widow Brenda Davis and
another Laurer-controlled company International Balanced Fund as
relief defendants because they received investor funds.

"Unknowing investors were led to believe that Abatement Corp. and
Laurer were watching out for their financial best interests when,
in fact, they were callously stealing their hard-earned money,"
said Eric I. Bustillo, Director of the SEC's Miami Regional
Office.

The SEC's complaint alleges that Laurer, through Abatement Corp.,
raised more than $4.6 million from approximately 50 investors
residing primarily in South Florida.  Laurer, who was a member of
the City of Homestead's General Employee Pension Board and
president of the South Dade chapter of AARP, convinced investors
to give him money through false claims that he would put their
money into Abatement Corp.'s purported bond fund that invested in
triple-A rated corporate and government bonds.  Laurer also told
investors that the fund would pay a guaranteed fixed return, with
no risk to principal because of insurance from either or both the
Federal Deposit Insurance Corporation and the Securities Investor
Protection Corporation.

The SEC alleges that by at least 2007, Laurer was operating a
full-fledged Ponzi scheme and putting virtually no new investor
money into securities, instead using investor funds to pay returns
to investors, fund investor withdrawals, and pay personal
expenses.  At the time of Laurer's death, approximately $900,000
remained in Abatement Corp.'s bank account in the Turks and Caicos
Islands, and another $82,000 remains in a domestic bank account
held by International Balanced Fund.  The SEC further alleges that
Laurer used investor funds for the benefit of his wife, including
paying premiums with investor funds on a half million dollar life
insurance policy she received upon his death.

The court order issued on September 12 temporarily freezes the
assets of Abatement Corp. and International Balanced Fund and sets
a hearing for September 22.  Davis agreed to a temporary freeze of
certain assets of hers until November 6, pending a determination
of the SEC's claim against Davis for disgorgement.  If the SEC and
Davis have not resolved the claims against her or agreed to an
extension of the temporary asset freeze by October 22, then the
court will hold a hearing on the SEC's motion against Davis on
October 24.

The SEC's complaint charges Abatement Corp. with violating Section
17(a) of the Securities Act of 1933, and Section 10(b) of the
Securities Exchange Act of 1934 and Rule 10b-5.  In addition to
seeking an asset freeze, the SEC also seeks an order directing
Abatement Corp. and the relief defendants to pay disgorgement with
prejudgment interest and provide a sworn accounting of all
proceeds received and an order directing repatriation of any funds
held at any offshore bank or other financial institution not
subject to the jurisdiction of the court.

The SEC's investigation was conducted by Terence M. Tennant and
Mark S. Dee under the supervision of Elisha L. Frank in the SEC's
Miami Regional Office.  They were assisted by Anson Kwong, Debra
E. Williamson, George Franceschini, Nicholas A. Monaco and John C.
Mattimore of the Miami office's examination program.  The SEC's
litigation is being led by Andrew Schiff.  The SEC appreciates the
assistance of the Financial Industry Regulatory Authority and the
Turks and Caicos Islands Financial Services Commission.


ABUNDANT LIFE CHURCH: Case Summary & 10 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Abundant Life Church of God in Christ, Inc.
        4400 Old Poole Road
        Raleigh, NC 27610

Case No.: 14-05333

Chapter 11 Petition Date: September 15, 2014

Court: United States Bankruptcy Court
       Eastern District of North Carolina
       (Raleigh Division)

Judge: Hon. David M. Warren

Debtor's Counsel: Travis Sasser, Esq.
                  SASSER LAW FIRM
                  2000 Regency Parkway, Suite 230
                  Cary, NC 27518
                  Tel: (919) 319-7400
                  Fax: (919) 657-7400
                  Email: tsasser@carybankruptcy.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Stenneth Emanuel Powell Sr., president.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nceb14-05333.pdf


AGFEED INDUSTRIES: Agrees to Pay $18-Mil. to Settle SEC Fraud Case
------------------------------------------------------------------
The Securities and Exchange Commission on Sept. 15 said a
Tennessee-based animal feed company has agreed to pay back $18
million in illicit profits from an accounting fraud that resulted
in an SEC enforcement action earlier this year.

AgFeed Industries, which is currently in Chapter 11 bankruptcy,
was charged by the SEC in March along with top company executives
for repeatedly reporting fake revenues from the company's China
operations in order to meet financial targets and prop up AgFeed's
stock price.  The company obtained illicit gains in stock
offerings to investors at the inflated prices resulting from the
accounting scheme.  The SEC also alleged that U.S. managers
learned of the accounting fraud, but failed to take adequate steps
to investigate and disclose it to investors.

The $18 million to be paid by AgFeed to settle the SEC's case will
be distributed to victims of the company's fraud.  Details of the
settlement were presented to the bankruptcy court in Delaware, and
the settlement is subject to court approval by the bankruptcy
court as well as the district court in Tennessee where the case
was filed.

The SEC's case continues against five former company executives
and a former audit committee chair.

"This settlement holds AgFeed accountable for its accounting fraud
and deprives the company of ill-gotten gains," said Julie Lutz,
Director of the SEC's Denver Regional Office.  "This provides the
most expedient and effective way to provide a substantial recovery
to victims of AgFeed's fraud while the company remains in
bankruptcy."

Under the proposed settlement, AgFeed also agrees to the entry of
a permanent injunction enjoining it from the antifraud, periodic
reporting, and recordkeeping and internal control provisions of
the federal securities laws.  AgFeed neither admits nor denies the
charges in the settlement.

The SEC's investigation has been conducted by Michael Cates, Donna
Walker, and Ian Karpel of the Denver Regional Office.  The court
litigation is being led by Gregory Kasper and Nancy Ferguson while
the bankruptcy aspects of the case are being handled by Alistaire
Bambach, Patricia Schrage, and Neal Jacobson of the New York
Regional Office.

Michael Rapoport, writing for The Wall Street Journal, reported
that AgFeed inflated its revenue by $239 million by creating fake
invoices for the sale of feed and purported sales of hogs that
didn't actually exist, among other methods.

                      About AgFeed Industries

AgFeed Industries, Inc., has 21 farms and five feed mills in China
producing more than 250,000 hogs annually. In the U.S., the
business included 10 sow farms in three states and two feed mills
producing more than one million hogs a year. AgFeed's revenue in
2012 was $244 million.

AgFeed and its affiliates filed voluntary petitions under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on
July 15, 2013, with a deal to sell most of its subsidiaries to The
Maschhoffs, LLC, for cash proceeds of $79 million, absent higher
and better offers.  The Debtors estimated assets of at least $100
million and debts of at least $50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

An official committee of equity security holders was also
appointed to the Chapter 11 cases.  The Equity Committee tapped
Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as
co-counsel.

Jefferies Leveraged Credit Products and Claims Recovery Group are
represented by Lawrence J. Kotler, Esq., and Catherine B.
Heitzenrater, Esq., at Duane Morris, LLP.


AGFEED INDUSTRIES: Disclosures Okayed, Plan Hearing on Oct. 27
--------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware, on Sept. 15, 2014, approved the disclosure
statement explaining the revised second amended Chapter 11 plan of
liquidation for AgFeed USA, LLC, et al., and supported by the
Official Committee of Equity Security Holders.

A hearing will be held on Oct. 27, 2014, at 10:30 a.m. (prevailing
Eastern Time) to consider the entry of an order confirming the
Plan.  Objections, if any, to the Plan must be submitted on or
before Oct. 20.

The Plan provides for substantive consolidation of the
Consolidated AgFeed USA Debtors and the liquidation of the
Debtors' assets.  The majority of the Debtors' assets have been
liquidated, and the Plan provides for the estates' assets to be
allocated and distributed to holders of allowed claims and
interests.

The Plan incorporates two settlement agreements between the
Debtors, the Plan Supporter, the U.S. Securities and Exchange
Commission, and the Class Plaintiffs, that together resolves the
claims filed by the SEC and the Class Plaintiffs.  The Plan
provides that, on the effective date of the Plan, the SEC will
have an allowed claim in the amount of $18 million.  The Class
Plaintiffs will receive an allowed claim in the amount of
$7 million.

Holders of General Unsecured Claims, estimated to total
$3,764,429, will recover 100% of their allowed claims.  Holders of
secured claims, estimated to total $1,456, and holders of priority
non-tax claims, estimated to total $832, will also recover 100% of
their allowed claims.

A full-text copy of the Revised Second Amended Disclosure
Statement dated Sept. 12, 2014, is available at:

             http://bankrupt.com/misc/AGFEEDds0912.PDF

                      About AgFeed Industries

AgFeed Industries, Inc., has 21 farms and five feed mills in China
producing more than 250,000 hogs annually. In the U.S., the
business included 10 sow farms in three states and two feed mills
producing more than one million hogs a year. AgFeed's revenue in
2012 was $244 million.

AgFeed and its affiliates filed voluntary petitions under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on
July 15, 2013, with a deal to sell most of its subsidiaries to The
Maschhoffs, LLC, for cash proceeds of $79 million, absent higher
and better offers.  The Debtors estimated assets of at least $100
million and debts of at least $50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

An official committee of equity security holders was also
appointed to the Chapter 11 cases.  The Equity Committee tapped
Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as
co-counsel.

Jefferies Leveraged Credit Products and Claims Recovery Group are
represented by Lawrence J. Kotler, Esq., and Catherine B.
Heitzenrater, Esq., at Duane Morris, LLP.


ALLIANCE INVESTMENT: Enabled Battoo Fraud, US SEC Says
------------------------------------------------------
The Securities and Exchange Commission has charged a Bahamas-based
brokerage firm and its president for enabling a fraud that was
halted when the SEC charged the hedge fund manager at the center
of the scheme.

The SEC, in a statement dated Aug. 9, alleges that Julian R. Brown
and his firm Alliance Investment Management Limited (AIM)
purported to be the "custodian" for assets under the management of
Nikolai Battoo.  The SEC obtained a court-ordered freeze over
Battoo's assets after charging him in 2012 with defrauding
investors around the world by hiding major losses while falsely
boasting that their investments were performing remarkably during
the financial crisis.

According to the SEC's complaint filed in August against Brown and
AIM in federal court in Chicago, they misrepresented themselves to
investors as Battoo's custodian when, since at least 2009, their
firm did not have custody of most of the assets listed on investor
account statements.  Brown and AIM allowed Battoo to create false
account statements on AIM letterhead that vastly overstated the
value of investors' assets by more than $150 million.  Brown and
AIM then routinely provided the false account statements to
auditors and others acting on behalf of Battoo's investors.

The SEC further alleges that Brown and AIM permitted Battoo to
misappropriate at least $45 million of investor funds by
transferring money at Battoo's behest from investor accounts to
Battoo's direct control.  Battoo used investor funds to pay AIM
and Brown more than $5 million in return for their critical
assistance.

"We allege that Brown and his firm enabled Battoo's scheme by
providing investors with false assurances about who was holding
their money and how much money they had in their accounts," said
Timothy Warren, associate director of the SEC's Chicago Regional
Office.

The SEC's complaint alleges that Brown and AIM violated Section
17(a) of the Securities Act of 1933, Section 10(b) of the
Securities Exchange Act of 1934 and Rule 10b-5, and aided and
abetted Battoo's violations of the antifraud provisions of the
federal securities laws.

The SEC's investigation, which is continuing, has been conducted
by John D. Mitchell in the Chicago office, and assisted by Carlos
CostaRodrigues, Marianne Olson, and Alberto Arevalo in the
agency's Office of International Affairs.  The litigation will be
led by Daniel J. Hayes.  The SEC appreciates the assistance of the
Securities Commission of the Bahamas, British Virgin Islands
Financial Services Commission, and Guernsey Financial Services
Commission.


ALLIED SYSTEMS: Yucaipa Urges Judge to Deny 2013 Settlement
-----------------------------------------------------------
Law360 reported that The Yucaipa Cos. LLC urged a Delaware
bankruptcy judge to deny consideration of a 2013 settlement
reached between the private equity firm and Allied Systems
Holdings Inc.'s unsecured creditors, saying the agreement is not
valid.  According to the report, the proposed settlement --
designed to resolve a $57 million adversary suit brought by the
official committee of unsecured creditors against the PE firm and
Allied's directors -- cannot be enforced because it is based on a
misunderstanding that would erase $35 million of Yucaipa's first-
lien claims.

In a separate report, Law360 said private equity firms Black
Diamond Capital Partners LLC and Spectrum Investment Partners LP
urged U.S. Bankruptcy Judge Christopher S. Sontchi to decline
consideration of the settlement between Allied Systems Holdings
Inc.'s unsecured creditors and Yucaipa, saying they are working on
a better alternative.  According to the report, Black Diamond and
Spectrum have objected to a motion brought by a pair of
independent Allied directors requesting that Judge Sontchi
schedule an Oct. 6 hearing to consider approval of the settlement.

                About Allied Systems Holdings, Inc.

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

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

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

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

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

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

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

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

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

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

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


ALTAIR NANOTECHNOLOGIES: Withdraws Nasdaq Common Stock Listing
--------------------------------------------------------------
Altair Nanotechnologies, Inc. on Sept. 15 notified the Nasdaq
Stock Market that the Company is withdrawing the listing of common
stock, $.001 par value from the Nasdaq Stock Market.

As required by Rule 12d2-2(c)(2) under the Exchange Act and Nasdaq
Rule 5840(j), set forth below is a summary of material facts
surrounding the Company's withdrawal notice.

The Company has not filed with the SEC its Annual Report on Form
10-K for the year ended  December 31, 2013, its Quarterly Report
on Form 10-Q for the quarter ended March 31, 2014 or its Quarterly
Report on Form 10-Q for the quarter ended June 30, 2014.  This
represents non-compliance with Nasdaq Rule 5250(c)(1).

The Company received notices from Nasdaq staff regarding its
failure to file the Financial Reports, and the Nasdaq staff has
previously given the Company a series of discretionary extensions
to file the Financial Reports, with the most recent extension
continuing until October 13, 2014.  In the latest extension letter
and related communications, Nasdaq staff indicated that the
extension until October 13, 2014 represented the maximum extension
the staff could grant.

As the Company worked to try to file the Financial Reports prior
to October 13, 2014, on August 28, 2014, Crowe Horwath LLP
resigned as the Company's independent registered public accounting
firm.  In its resignation letter, Crowe advised the Company that
it was resigning due to its inability to complete the audit of the
Company's financial statements for the year ended 2013 in part due
its inability to perform sufficient procedures to determine the
completeness of reporting of subsequent events transactions that
may have occurred in China and in part due to the Company's
material weakness relative to implementing controls and procedures
to ensure accurate and timely communications between the Company's
subsidiaries in China and its U.S.-based accounting team.

Immediately prior to its resignation, Crowe sent a letter to
management and the Audit Committee of the Company's Board of
Directors identifying the following material weaknesses:

-- The Company experienced significant executive management and
accounting level turnover in 2013 which led to a lack of
segregation of duties throughout the Company and resulted in
a lack of controls to perform a timely review of transactions
at an appropriate level of precision.

-- The Company did not implement adequate procedures and controls
over the 2013 year-end financial close and reporting process to
ensure timely filings in compliance with its financial reporting
requirements.

-- The Company did not implement adequate procedures and controls
to appropriately evaluate routine and non-routine transactions,
and as a result, did not detect the material misstatements that
were identified by Crowe during its audit process.

-- The Company did not implement adequate procedures and controls
to ensure accurate and timely communication with its subsidiaries
in China, and as a result, led to material misstatements that were
identified by Crowe during its audit process.

-- The Company did not implement adequate procedures and controls
to ensure the completeness and accuracy of its consolidated
financial statements and related subsequent events.

Due to the recent resignation of the Company's independent public
accountant and issues underlying such resignation, the Company
does not believe it will be able to meet the October 13, 2014
deadline for filing the Financial Reports.  The Company believes
these same issues will lead to an inevitable delisting of the
Common Stock by Nasdaq in the near future.  Management of the
Company is spending considerable time communicating with Nasdaq
and believes that, as the Nasdaq staff moves to delist the
Company, time and expense associated with attempts to remain on
Nasdaq may increase.  Based upon its belief that delisting of the
Common Stock is inevitable and that continued or future appeals to
Nasdaq for the purpose of seeking continued listing would prove
futile, the Board of Directors of the Company determined that it
would be prudent to voluntarily delist from Nasdaq in order that
management may focus its energies on engaging a new auditor,
completing the Financial Reports and managing the Company's
business.

The Company expects to file the Financial Reports in the future
and to continue to file periodic reports under the Exchange Act.
The Company does not have in place alternative arrangements with
respect to listing or quoting of its common stock.  Trading on the
OTC Pink Sheets or other market may commence in future as a result
of filings or actions by market makers; however, the Company does
not intend to take steps to facilitate trading or quotation on any
market until it is current in its financial reporting.

                About Altair Nanotechnologies Inc.

Altair -- http://www.altairnano.com-- is a provider of high-
power, energy storage systems for the electric grid, industrial
equipment and transportation markets.  The company's lithium
titanate technology is built on a proprietary nano-scale
processing technology that creates high-power, rapid-charging
battery systems with industry-leading performance and cycle life.
Altair is headquartered in Anderson, Indiana and maintains
operations in Reno, Nevada; Zhuhai, China; and Wu'an, China.


ASSOCIATED WHOLESALERS: Section 341(a) Meeting Set for Oct. 20
--------------------------------------------------------------
A meeting of creditors in the bankruptcy cases of AWI Delaware,
Inc., and its debtor-affiliates will be held on Oct. 20, 2014, at
10:00 a.m. at J. Caleb Boggs Federal Building, 844 King St., Room
2112, in Wilmington, Delaware.

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

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

                   About 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.

AWI Delaware, Inc., and 10 of its debtors affiliates sought
Chapter 11 for protection (Bank. D. Del. Lead Case No. 14-12092)
on Sept. 9, 2014.  The petitions were signed by David M. Lieb as
secretary.  Judge Kevin J. Carey presides over the jointly
administered cases.

Saul Ewing LLP serves as the Debtors' counsel.  Carl Marks
Advisory Group LLC acts as the Debtors' financial and turnaround
advisor.  Lazard Middle Market LLC is the Debtors' investment
banker.  Epiq Systems, Inc., is serving as the Debtors' claims
agent.


ATHERTON FINANCIAL: Section 341(a) Meeting on Oct. 21
-----------------------------------------------------
A meeting of creditors in the bankruptcy case of Atherton
Financial Building LLC will be held on Oct. 21, 2014, at 11:00
a.m. at RM 5, 915 Wilshire Blvd., 10th Floor, in Los Angeles,
California.

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

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

Atherton Financial Building LLC filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 14-27223) in Los Angeles, on Sept. 9,
2014.  Benjamin Kirk signed the petition as managing member of
manager of Sunshine Valley LLC.  The Company estimated $10 million
to $50 million in assets and debt.  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.


BANKRATE INC: S&P Puts 'BB-' Corp. Credit Rating on Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB-' corporate credit rating, on Bankrate Inc. on CreditWatch
with negative implications.

The CreditWatch placement follows Bankrate's announcement that the
SEC is conducting an investigation at the company that will focus
on various accounting issues related to the first and second
quarters of 2012.  Although the investigation does not seem to
have a significant impact on Bankrate's financial performance at
this point, it is still in its initial stages.  The company's
statement that its financial statements for fiscal years 2011,
2012, and 2013 (ending December) can no longer be relied upon
creates significant uncertainty as to its true financial
condition.

The appointment of a new CFO, concurrent with the investigation,
raises additional risk, given the discontinuity of financial
management at a crucial juncture.

S&P aims to resolve the CreditWatch placement within the next
three months after receiving the results of the SEC investigation
and the company's internal review.  "We could lower the ratings if
the SEC investigation results in a material impact on the previous
financial statements, significant fines, or causes a breach of any
covenants in the credit agreement," said Standard & Poor's credit
analyst Jawad Hussain.  "On the other hand, we could revise the
outlook to stable if the SEC investigation is concluded with
minimal impact on the company."


BANTA PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Banta Properties, Inc.
        4050 NE 1st Avenue, #118
        Fort Lauderdale, FL 33334

Case No.: 14-30655

Chapter 11 Petition Date: September 15, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Hon. Raymond B Ray

Debtor's Counsel: Thomas R. Lehman, Esq.
                  LEVINE KELLOGG LEHMAN SCHNEIDER + GROSSMAN LLP
                  201 S Biscayne Blvd. 22nd Floor
                  Miami, FL 33131
                  Tel: 305.403.8788
                  Fax: 305.403.8789
                  Email: trl@lklsg.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Bradford C. Banta, vice president.

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


BAPTIST HOME: Can Hire LS&A as Corp and Tax Counsel
---------------------------------------------------
The Hon. Eric L. Frank has authorized Baptist Home of
Philadelphiato employ Laura Solomon and Associates  as corporate
and tax counsel effective as of the Petition Date.

LS&A is a three-lawyer firm that has devoted significant time,
attention, and resources from the Petition Date through the
application Date to provide critical legal services to the
Debtors.

As reported in the Troubled Company Reporter on July 3, 2014, LS&A
is expected to:

   (a) attend meetings of the Debtors' respective Boards of
       Trustees, prepare Board resolutions, review and revise
       minutes, preparing policies, and counseling the Debtors on
       corporate best practices;

   (b) review and update program-related materials, such as
       applications, release forms, and other agreements;

   (c) provide required notices to and otherwise communicating
       with the Office of the Attorney General of the Commonwealth
       of Pennsylvania and other regulatory authorities;

   (d) negotiate, draft and review contracts with the Home's
       vendors;

   (e) provide legal advice with respect to employment and
       resident issues;

   (f) review the Debtors' IRS Forms 990, audited financial
       statements, and ongoing financial disclosures to the
       Debtors' creditors;

   (g) review and update the Debtors' corporate compliance
       programs; and

   (h) provide legal and tax advice to the Debtors with respect to
       fundraising.

LS&A will be paid at these hourly rates:

       Laura N. Solomon, president         $395
       Gil A. Nusbaum, associate           $295

LS&A will also be reimbursed for reasonable out-of-pocket expenses
incurred.

              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.


BAPTIST HOME: Sale of Deer Meadows Retirement Facility Approved
---------------------------------------------------------------
U.S. Bankruptcy Judge Eric L. Frank has authorized The Baptist
Home of Philadelphia and The Baptist Home Foundation to sell
substantially all of its assets to Deer Meadows Property LP
pursuant to an asset purchase agreement for $30.3 million.

The Debtor has selected the bid of Deer Meadows Property as its
"stalking horse" bid.  The Auction has been cancelled by the
Debtor because it did not receive any other qualifying bids prior
to the bid deadline.

              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.


BERLIN PACKAGING: Moody's Lowers Corporate Family Rating to B3
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Berlin Packaging LLC (Berlin) to B3 from B2 and the probability
of default rating to B3-PD from B2-PD. All other instrument
ratings are detailed below. This concludes the review for
downgrade that was started on August 29, 2014, following the
announcement by private equity firm Oak Hill Capital Partners
("Oak Hill") that it had entered into an agreement to acquire
Berlin for $1.43 billion. In addition, Moody's assigned a
provisional (P)B2 rating to the proposed senior secured credit
facility and a provisional (P)Caa2 rating to the proposed 2nd lien
senior secured term loan. The provisional rating status will be
removed upon completion of the transaction on satisfactory terms
and conditions.

The ratings outlook is stable. Proceeds from the new debt raised
will be used to fund the leveraged buyout, to pay fees and
expenses associated with the transaction and for general corporate
purposes. The existing debt ratings for Berlin Packaging LLC will
be withdrawn at the close of the leveraged buyout.

On August 23, 2014, OHCP Wolfpack, Inc., an affiliate of Oak Hill
entered into an agreement to acquire Berlin. The transaction is
supported by a total proforma capitalization of $1.43 billion,
including a $639 million equity investment by Oak Hill and $65
million by management and affiliates. The transaction is expected
to close in the third quarter of 2014.

Moody's took the following actions:

Berlin Packaging LLC

  Downgraded corporate family rating to B3 from B2

  Downgraded probability of default rating to B3-PD from B2-PD

  Downgraded $40 million senior secured 1st lien revolving credit
  facility due 4/1/2018 to B2 LGD3 from B1 LGD3 (to be withdrawn
  at the close of the transaction)

  Downgraded $410 million senior secured 1st lien term loan B due
  4/3/2019 to B2 LGD3 from B1 LGD3 (to be withdrawn at the close
  of the transaction)

  Downgraded $150 million senior secured 2nd lien term loan due
  4/3/2020 to Caa2 LGD5 from Caa1 LGD5 (to be withdrawn at the
  close of the transaction)

  Assigned (P)B2 LGD3 to $75 million senior secured revolving
  credit facility due 2019

  Assigned (P)B2 LGD3 to $545 million senior secured 1st lien
  term loan due 2021

  Assigned (P)Caa2 LGD5 to $220 million senior secured 2nd lien
  term loan due 2022

The ratings outlook is stable

The ratings are subject to the receipt and review of the final
documentation.

Ratings Rationale

The B3 Corporate Family Rating reflects Berlin's high leverage,
small size and fragmented market. The rating is constrained by
Berlin's largely commoditized product line and substantial portion
of business not under contract. While some business is under
contract, contracts are cancelable and do not include a formula-
based pass-through of raw material cost increases but allow for
pass through of price increases from suppliers with sufficient
notice. The rating also reflects the company's acquisitiveness and
financial aggressiveness.

Strengths in Berlin's profile include its good competitive
position despite its small size and large exposure to more stable
end markets, such as food and beverage and pharmaceuticals. As a
distributor and service provider, Berlin does not require high
capital expenditures or working capital investments and has the
ability to generate meaningful free cash flow in the absence of
high leverage. The rating reflects expectations of continued
growth in the business and the dedication of free cash flow to
debt reduction.

The stable rating outlook reflects anticipation that Berlin's
credit metrics will improve over the rating horizon from growing
cash generation and debt reduction. The rating could be downgraded
if Berlin fails to improve credit metrics or if leverage increases
due to a significant debt-financed acquisition. Specifically, the
rating could be downgraded if the company fails to reduce
debt/EBITDA below 7.0 times and free cash flow to debt falls below
3%. The rating could also be downgraded as a result of any
deterioration in operating and competitive environment and
liquidity.

The rating could be upgraded if Berlin improves its leverage
sustainably to below 6.4 times, increases free cash flow/debt to
high single digits, maintains stability in the operating metrics
and strong liquidity.

The principal methodology used in these rating was Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
published in June 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


BERLIN PACKAGING: S&P Affirms 'B' CCR & Rates $620MM Debt 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Berlin Packaging LLC.  The rating outlook is
stable.

At the same time, S&P assigned a 'B' issue-level rating and a '3'
recovery rating to Berlin's proposed $620 million first-lien
senior secured credit facilities consisting of a $545 million
first-lien term loan due 2021 and $75 million revolving credit
facility maturing in 2019.  In addition, S&P assigned a 'CCC+'
issue-level rating and a '6' recovery rating to the proposed $220
million senior secured second-lien term loan due 2022.  The
recovery rating indicates our expectation of meaningful recovery
(50% to 70%) in the event of a payment default for the senior
secured first-lien credit facility and negligible recovery (0% to
10%) for the second-lien term loan.  The ratings are based on
preliminary terms and conditions of the facilities.

Standard & Poor's ratings on Chicago-based Berlin reflect the
company's "fair" business risk profile, "highly leveraged"
financial risk profile, and "adequate" liquidity.

"The stable outlook reflects our view of the company's defensible
position as a leading distribution company in its sector, track
record of predictable annual free cash flow generation, and
adequate liquidity," said Standard & Poor's credit analyst Henry
Fukuchi.  "We expect the company to pursue small bolt-on
acquisitions that it will be able to integrate smoothly," said Mr
Fukuchi.

For the current rating, S&P expects debt to EBITDA to improve to
below 7x within the next 12 months.  S&P expects the adjusted debt
to EBITDA will temporarily increase above 7x for a few quarters
following the buyout before this credit measure improves to below
7x.

Although S&P expects a gradual improvement in the company's
operating performance, it believes Berlin's credit measures could
deteriorate following a debt-funded acquisition or another
dividend distribution that weakens its financial profile.  S&P
could lower the ratings if the financial profile is materially
weakened by such a transaction or if operating conditions
deteriorate resulting in less-favorable working capital management
or cash flow generation, causes the company's results to be weaker
than our expectations.

"Based on the downside scenario we forecast, we could lower the
ratings if EBTIDA margins weaken more than 100 basis points or if
revenues decline 5% or more from our current expectations.  In our
downside scenario, total adjusted debt to EBITDA would deteriorate
materially to more than 7x with no clear prospects of improvement.
We could also lower the ratings if unexpected cash outlays or
business challenges weaken the company's liquidity position, or if
covenant cushions tighten to less than 10%," S&P said.

S&P could raise the ratings one notch over the next few years if
Berlin's profitability continues to improve while its liquidity
remains healthy although S&P do not expect to because of the
company's aggressive financial policies.  To raise the rating,
adjusted debt to EBITDA would have to fall below 6x and financial
policies would have to appear supportive of a higher rating.


BERNARD L. MADOFF: Bizarre Appeal Reaches 2nd Circuit
-----------------------------------------------------
Law360 reported that New York federal prosecutors have asked the
Second Circuit to dismiss a bizarre appeal by an imprisoned man
who claims Ponzi schemer Bernard Madoff was convicted because the
government used mind-control techniques to influence the court.
According to the report, Frederick Banks, a federal prisoner in
Youngstown, Ohio, filed a handwritten motion in Madoff's name in
July seeking to dismiss the case, arguing that the government used
"bio-electric sensors and sub-aural communicators voice-to-skull
technology." Judge Denny Chin, apparently believing the motion was
filed by Madoff himself, denied that request July.

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BS QUARRIES: Files Schedules of Assets and Liabilities
------------------------------------------------------
B.S. Quarries filed with the U.S. Bankruptcy Court for the Middle
District of Pennsylvania its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                   $75,000
  B. Personal Property            $3,399,650
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $25,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                          $872,271
                                 -----------      -----------
        Total                     $3,474,650      $25,872,271

A copy of the schedules is available for free at:

     http://bankrupt.com/misc/BSQuarries_80_SALs.pdf

                    About B.S. Quarries, Inc.

B.S. Quarries, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Pa. Case No. 14-02954) on June 25, 2014.  Timothy
Smith signed the petition as president.  The Debtor estimated
assets and liabilities of between $10 million to $50 million.
Flaster/Greenberg, P.C., serves as the Debtor's counsel.  The case
is assigned to Judge John J Thomas.


BS QUARRIES: Wants Stipulation on Case Dismissal Approved
---------------------------------------------------------
B.S. Quarries, Inc., asks the Bankruptcy Court to approve a
stipulation and consent order dismissing its Chapter 11 case.

As reported in the Troubled Company Reporter on July 9, 2014,
WM Capital Partners XXXIX, LLC, filed a motion asking the Court to
issue an order vacating the automatic stay or, in the alternative,
dismissing the Chapter 11 case of the Debtor.

WM, the Debtor's principal secured lender, told the Court that the
Debtor's Chapter 11 filing is "a desperate attempt to hold onto
assets in which it has no equity and to perpetuate a case in which
it cannot formulate a feasible plan of reorganization within any
timeframe, much less a reasonable one."

WM pointed out that the timing of the commencement of the Debtor's
Chapter 11 case clearly evidences an attempt to use the automatic
stay as a litigation tactic to stall WM's realization of the value
of its collateral by means of a sheriff's sale.  In addition, the
Debtor entered Chapter 11 on June 25, 2014, while the sheriff's
sale was actually in progress.

The parties agreed that the bankruptcy case is dismissed without
prejudice, and all orders entered in the Debtor's Chapter 11 case
prior to the date on which this Court approves the stipulation and
consent order will survive and remain effective after such date.

The Debtor is represented by:

         Harry J. Giacometti, Esq.
         William J. Burnett, Esq.
         FLASTER/GREENBERG, P.C.
         Four Penn Center, 2nd Floor
         1600 John F. Kennedy Boulevard
         Philadelphia, PA 19103

WM is represented by:

         Jeffrey Kurtzman, Esq.
         KLEHR HARRISON HARVEY BRANZBURG LLP
         1835 Market Street, Suite 1400
         Philadelphia, PA 19103

                    About B.S. Quarries, Inc.

B.S. Quarries, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Pa. Case No. 14-02954) on June 25, 2014.  Timothy
Smith signed the petition as president.  The Debtor disclosed
$3,474,650 in assets and $25,872,271 in liabilities as of the
Chapter 11 filing.  Flaster/Greenberg, P.C., serves as the
Debtor's counsel.  The case is assigned to Judge John J. Thomas.


BS QUARRIES: Gets Bankruptcy Court Approval to Use Cash Collateral
------------------------------------------------------------------
Bankruptcy Judge John J. Thomas signed off a consent order
authorizing B.S. Quarries, Inc.'s continued use of cash
collateral.

Lenders WM Capital Partners XXXIX, LLC and HSK Funding, Inc.,
consented to the Debtor's use of cash collateral through Aug. 29,
2014.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lenders a
replacement lien upon, and security interests in, the Debtor's
postpetition cash collateral.

                    About B.S. Quarries, Inc.

B.S. Quarries, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Pa. Case No. 14-02954) on June 25, 2014.  Timothy
Smith signed the petition as president.  The Debtor disclosed
$3,474,650 in assets and $25,872,271 in liabilities as of the
Chapter 11 filing.  Flaster/Greenberg, P.C., serves as the
Debtor's counsel.  The case is assigned to Judge John J. Thomas.


CARRIZO OIL: Moody's Raises Corporate Family Rating to 'B1'
-----------------------------------------------------------
Moody's Investors Service upgraded Carrizo Oil & Gas, Inc.'s
Corporate Family Rating (CFR) to B1 from B2, its senior unsecured
notes rating to B2 from B3, and changed its Speculative Grade
Liquidity Rating to SGL-2 from SGL-3. The rating outlook is
stable.

"Carrizo's rating upgrade reflects the company's successful
transition to a more oily, diversified, and balanced oil and gas
production profile, which has resulted in improved cash margins
and returns," commented Gretchen French, Moody's Vice President --
Senior Credit Officer. "In addition, Carrizo has financed this
transition with a combination of asset sales, equity financing,
joint venture formations and debt in order to support credit
metrics more indicative of a B1 CFR."

Issuer: Carrizo Oil & Gas, Inc.

Corporate Family Rating, Upgraded to B1 from B2

Probability of Default Rating, Upgraded to B1-PD from B2-PD

US$400M Senior Unsecured Notes due 2018, Upgraded to B2 (LGD 5)
from B3 (LGD4)

US$200M Senior Unsecured Notes due 2018, Upgraded to B2 (LGD 5)
from B3 (LGD4)

US$300M Senior Unsecured Notes due 2020, Upgraded to B2 (LGD 5)
from B3 (LGD4)

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

Ratings Rationale

Carrizo's B1 CFR reflects the company's relatively balanced asset
portfolio, with a robust, oil-focused drilling inventory in the
Eagle Ford Shale, which should support production growth, healthy
cash margins and returns, and declining leverage trends through
2015. The B1 rating is restrained by Carrizo's small scale in
terms of production and proved developed reserves, as well as the
high capital intensity relative to cash flow required to developed
its high percentage (62%) of proven undeveloped reserves.

Carrizo's SGL-2 rating reflects adequate liquidity through 2015.
As of June 30, 2014, the company had $8.6 million of cash and cash
equivalents plus $467 million available under its credit facility,
which has a $570 million borrowing base. This available liquidity
is sufficient to fund projected capital outspend through 2015.
Moody's project ample covenant cushion headroom through 2015.

The B2 senior unsecured notes rating reflects their contractual
subordination to the secured revolving credit facility. The
unsecured notes benefit from upstream guarantees from all material
subsidiaries. The size of the potential senior secured claims
relative to the unsecured notes outstanding results in the senior
notes being notched one rating below the B1 CFR under Moody's Loss
Given Default Methodology.

The rating outlook is stable. An upgrade could be considered if
Carrizo is successful in continuing to grow production and develop
its portfolio of assets at sound returns (leveraged full-cycle
ratio of around 2x), with retained cash flow to debt being
maintained above 40%. A downgrade is possible should Carrizo
experience weakened capital productivity or higher leverage
metrics (retained cash flow to debt falling below 20%).

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

Carrizo Oil & Gas, Inc. is an independent exploration and
production company headquartered in Houston, Texas.


CHEYENNE HOTEL: Court Dismissed Chapter 11 Case
-----------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado dismissed
on July 23, 2014, the Chapter 11 case of Cheyenne Hotel Inv. LLC.

Richard A. Wieland, U.S. Trustee for Region 19, requested that the
Court dismiss the case because the Debtor is delinquent on U.S.
Trustee Quarterly Fees in the amount of $11,371.  Additionally,
dismissal of the case is appropriate given the Debtor has
confirmed a Chapter Plan.

                 About Cheyenne Hotel Investments

Cheyenne Hotel Investments LLC filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on
June 28, 2011, disclosing assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.  Thomas F. Quinn, Esq.,
represents the Debtor as counsel.

Cheyenne Hotel Investments, LLC, owns a property consisting of a
104 room hotel located in Colorado Springs, and known as Homewood
Suites by Hilton.


CHRYSLER GROUP: Parts Maker Denies Indemnity Duty for Defect Suit
-----------------------------------------------------------------
Law360 reported that the U.S. unit of German auto parts maker FTE
Automotive GmbH filed a lawsuit in New York bankruptcy court
against the Chrysler Group LLC bankruptcy trust, seeking to dodge
responsibility for footing indemnification costs or paying out
insurance proceeds over allegedly defective clutch systems.
According to the report, FTE Automotive USA Inc. is being sued in
Texas federal court along with Chrysler's prebankruptcy iteration,
known as Old Carco LLC, and the Old Carco Liquidation Trust, for
distributing an allegedly dangerous clutch master cylinder
hydraulic assembly used in one of Chrysler's automobiles.

                      About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.

In January 2014, the American car manufacturer officially became
100% Italian when Fiat Spa completed its deal to purchase the 40%
it did not already own of Chrysler.  Fiat has shared ownership of
Chrysler with the health care fund of the United Automobile
Workers unions since Chrysler emerged from bankruptcy in 209.

                           *     *     *

Standard & Poor's Ratings Services raised its ratings on U.S.-
based auto manufacturer Chrysler Group LLC, including the
corporate credit rating to 'BB-' from 'B+' in mid-January 2014.
The outlook is stable.


CITIZENS FUNDING I: Fitch Affirms 'BB' Preferred Stock Rating
-------------------------------------------------------------
Fitch Ratings has affirmed the preferred stock rate for Citizens
Funding Trust I (CFT I) at 'BB'.  FirstMerit Corporation (FMER)
has publically announced that CFT I will be redeemed in full on
Sept. 26, 2014.

KEY RATINGS DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

Subordinated debt and other hybrid capital issued by FMER and its
subsidiaries are all notched down from FMER's Viability Rating
(VR) of 'bbb+' in accordance with Fitch's assessment of each
instrument's respective non-performance and relative Loss Severity
risk profiles, which vary considerably.

While not reviewed at this time, Fitch communicated in February
2014 that FMER's VR is supported by the company's continued stable
financial performance, good market position in core markets, solid
asset quality, and an adequate capital position given its risk
profile.  The Stable Outlook reflects Fitch's view that the
company will continue to generate reasonable earnings and maintain
adequate capital levels for its rating category over the long
term.

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

FMER's subordinated debt and other hybrid capital ratings are
sensitive to changes in FMER's VR.


COLDWATER CREEK: Amends Plan Ahead of Sept. 17 Approval Hearing
---------------------------------------------------------------
Coldwater Creek Inc., et al., filed with the U.S. Bankruptcy Court
for the District of Delaware a modified third amended joint plan
of liquidation ahead of the Sept. 17 confirmation hearing.

The Plan proposes the creation of a liquidating trust that will,
among other things, (1) investigate and, if appropriate, pursue
Causes of Action not otherwise released under the Plan, (2)
administer and pursue the Liquidating Trust Assets, (3) resolve
all Disputed Claims and (4) make Distributions from the
Liquidating Trust as provided for in the Plan and the Liquidating
Trust Agreement.  The Plan incorporates a global settlement that
has been approved by the Court.  Pursuant to the Global Settlement
Agreement, the Term Loan Claims were Allowed in the amount of
$90,739,670, and paid in full in Cash on July 23, 2014.  General
unsecured claims are impaired and are entitled to vote to accept
or reject the Plan.

A full-text copy of the Plan dated Sept. 15, 2014, is available at
http://bankrupt.com/misc/COLDWATERplan0915.pdf

The current version of the Plan was filed by Pauline K. Morgan,
Esq., and Kenneth J. Enos, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware; and Douglas P. Bartner,
Esq., Jill Frizzley, Esq., and Stacey Corr-Irvine, Esq., at
Shearman & Sterling LLP, in New York.

                       About Coldwater Creek

Coldwater Creek is a multi-channel retailer that offers its
merchandise through retail stores across the country, its catalog
and its e-commerce Web site, http://www.coldwatercreek.com/
Originally founded in Sandpoint, Idaho in 1984 as a direct,
catalog-based marketer, Coldwater evolved into a multi-channel
specialty retailer operating 334 premium retail stores, 31 factory
outlet stores and seven day spa locations throughout the United
States.

As of the bankruptcy filing, the Debtors domestically employ a
total of approximately 5,990 employees throughout their retail
locations, corporate headquarters and distribution, design and
call centers.

Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on
April 11, 2014, to liquidate their assets.

Coldwater Creek Inc. disclosed assets of $721,468,388 plus
undetermined amount and liabilities of $425,475,739 plus
undetermined amount.  Affiliate Coldwater Creek U.S. Inc.
estimated $100 million to $500 million in assets and liabilities.

The Debtors have drawn $37.5 million and have approximately
$10 million in letters of credit outstanding under a senior
secured credit facility (ABL facility) provided by lenders led by
Wells Fargo Bank, National Association, as agent.  The Debtors
also owe $96 million, which includes accrued interest and
approximately $23 million representing a prepayment premium
payable, under a term loan from lenders led by CC Holding Agency
Corporation, as agent.  Aside from the funded debt, the Debtors
have accumulated a significant amount of accrued and unpaid trade
and other unsecured debt in the normal course of their business.

The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.

The U.S. Trustee for Region Three named seven creditors to serve
on the official committee of unsecured creditors.  Lowenstein
Sandler LLP represent the Committee.


COLDWATER CREEK: Interest Holder Opposes Plan Confirmation
----------------------------------------------------------
Maria Victoria Pablo wrote to the U.S. Bankruptcy Court for the
District of Delaware to object to the proposed confirmation of the
Third Amended Joint Plan of Liquidation of Coldwater Creek, Inc.,
et al.

Ms. Pablo tells the Court that as a holder of an interest in
Coldwater, she is entitled to vote and receive distribution of all
investments that she has "poured into this mismanaged company."
"I do not opt to release all of the responsible persons of any
responsibility, obligations, rights, suits, damages, causes of
action, remedies, liabilities whatsoever," she contends.

                      About Coldwater Creek

Coldwater Creek is a multi-channel retailer that offers its
merchandise through retail stores across the country, its catalog
and its e-commerce Web site, http://www.coldwatercreek.com/
Originally founded in Sandpoint, Idaho in 1984 as a direct,
catalog-based marketer, Coldwater evolved into a multi-channel
specialty retailer operating 334 premium retail stores, 31 factory
outlet stores and seven day spa locations throughout the United
States.

As of the bankruptcy filing, the Debtors domestically employ a
total of approximately 5,990 employees throughout their retail
locations, corporate headquarters and distribution, design and
call centers.

Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on
April 11, 2014, to liquidate their assets.

Coldwater Creek Inc. disclosed assets of $721,468,388 plus
undetermined amount and liabilities of $425,475,739 plus
undetermined amount.  Affiliate Coldwater Creek U.S. Inc.
estimated $100 million to $500 million in assets and liabilities.

The Debtors have drawn $37.5 million and have approximately $10
million in letters of credit outstanding under a senior secured
credit facility (ABL facility) provided by lenders led by Wells
Fargo Bank, National Association, as agent.  The Debtors also owe
$96 million, which includes accrued interest and approximately $23
million representing a prepayment premium payable, under a term
loan from lenders led by CC Holding Agency Corporation, as agent.
Aside from the funded debt, the Debtors have accumulated a
significant amount of accrued and unpaid trade and other unsecured
debt in the normal course of their business.

The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.

The U.S. Trustee for Region Three named seven creditors to serve
on the official committee of unsecured creditors.  Lowenstein
Sandler LLP represents the Committee.


COLDWATER CREEK: Landlords Dispute Plan's Disposition of Claims
---------------------------------------------------------------
Casto-Oakbridge Venture Ltd., CLP-SPF Rookwood Commons, LLC and
Winter Park Town Center, Ltd., allege that the Third Amended Joint
Plan of Liquidation of Coldwater Creek, Inc., et al., provides for
disposition of claims in a manner not authorized by the Bankruptcy
and, therefore, confirmation of the Plan as it is currently
written must be denied.

The objecting parties leased to the Debtors certain non-
residential real properties considered as "shopping centers" under
the Bankruptcy Code.  The Landlords each have separate claims
against the Debtors for past and future damages.

Representing the Landlords, William A. Hazeltine, Esq., at
Sullivan Hazeltine Allinson LLC, in Wilmington, Delaware --
whazeltine@sha-llc.com -- contends that Article VII(H) of the Plan
appears to give the power to the Liquidating Trustee to refuse to
pay a claim of an entity against whom he asserts that he has a
preference or other claim.

"The Plan provision goes well beyond the bounds of existing case
law," Mr. Hazeltine asserts.  "The Plan must not allow the Trustee
to refuse payment of a claim until the preference issue has been
resolved by the Bankruptcy Court in some fashion," he argues.

                      About Coldwater Creek

Coldwater Creek is a multi-channel retailer that offers its
merchandise through retail stores across the country, its catalog
and its e-commerce Web site, http://www.coldwatercreek.com/
Originally founded in Sandpoint, Idaho in 1984 as a direct,
catalog-based marketer, Coldwater evolved into a multi-channel
specialty retailer operating 334 premium retail stores, 31 factory
outlet stores and seven day spa locations throughout the United
States.

As of the bankruptcy filing, the Debtors domestically employ a
total of approximately 5,990 employees throughout their retail
locations, corporate headquarters and distribution, design and
call centers.

Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on
April 11, 2014, to liquidate their assets.

Coldwater Creek Inc. disclosed assets of $721,468,388 plus
undetermined amount and liabilities of $425,475,739 plus
undetermined amount.  Affiliate Coldwater Creek U.S. Inc.
estimated $100 million to $500 million in assets and liabilities.

The Debtors have drawn $37.5 million and have approximately $10
million in letters of credit outstanding under a senior secured
credit facility (ABL facility) provided by lenders led by Wells
Fargo Bank, National Association, as agent.  The Debtors also owe
$96 million, which includes accrued interest and approximately $23
million representing a prepayment premium payable, under a term
loan from lenders led by CC Holding Agency Corporation, as agent.
Aside from the funded debt, the Debtors have accumulated a
significant amount of accrued and unpaid trade and other unsecured
debt in the normal course of their business.

The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.

The U.S. Trustee for Region Three named seven creditors to serve
on the official committee of unsecured creditors.  Lowenstein
Sandler LLP represent the Committee.


COLDWATER CREEK: UHSI Objects to Plan Over Treatment of ASA
-----------------------------------------------------------
United HealthCare Services, Inc. solely objects to confirmation of
the Third Amended Joint Plan of Liquidation of Coldwater Creek,
Inc., et al., due to the apparent ambiguity in the Plan's
treatment of the Administrative Services Agreement by and between
UHSI and the Debtors under Contract No. 753209.

Under the ASA, UHSI administers the Debtors' self-funded group
health insurance plan, in exchange for certain administrative
fees.  UHSI has been administering the Health Plan under the ASA
since March 1, 2013.

UHSI and the Debtor have negotiated an amendment to the ASA to
allow for a six month run-out administration of the Health Plan
that would commence upon the September 30, 2014 termination of the
Health Plan.

In the Debtors' Assumed Executory Contracts and Unexpired Lease
List, the ASA is not listed as one of the executory contracts and
unexpired leases that will be assumed in connection with the Plan,
Charlene D. Davis, Esq., at Bayard, P.A., in Wilmington, Delaware
-- jalberto@bayardlaw.com -- alleges.  She notes that the Official
Committee of Unsecured Creditors has not approved the inclusion of
the ASA on that list because the original ASA was unsigned
notwithstanding the fact that both UHSI and the Debtors have been
performing under that agreement for the last 18 months.

To date, the Debtors have not yet executed the negotiated
amendment to the ASA that would govern the run-out administration
of claims under the Health Plan, Ms. Davis contends.  She argues
that if the Debtors desire to have UHSI continue to perform under
the ASA after the Effective Date, the Contract List must be
amended to include the ASA and the amendment thereto must be
executed to govern the run-out administration of the Health Plan.

                      About Coldwater Creek

Coldwater Creek is a multi-channel retailer that offers its
merchandise through retail stores across the country, its catalog
and its e-commerce Web site, http://www.coldwatercreek.com/
Originally founded in Sandpoint, Idaho in 1984 as a direct,
catalog-based marketer, Coldwater evolved into a multi-channel
specialty retailer operating 334 premium retail stores, 31 factory
outlet stores and seven day spa locations throughout the United
States.

As of the bankruptcy filing, the Debtors domestically employ a
total of approximately 5,990 employees throughout their retail
locations, corporate headquarters and distribution, design and
call centers.

Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on
April 11, 2014, to liquidate their assets.

Coldwater Creek Inc. disclosed assets of $721,468,388 plus
undetermined amount and liabilities of $425,475,739 plus
undetermined amount.  Affiliate Coldwater Creek U.S. Inc.
estimated $100 million to $500 million in assets and liabilities.

The Debtors have drawn $37.5 million and have approximately $10
million in letters of credit outstanding under a senior secured
credit facility (ABL facility) provided by lenders led by Wells
Fargo Bank, National Association, as agent.  The Debtors also owe
$96 million, which includes accrued interest and approximately $23
million representing a prepayment premium payable, under a term
loan from lenders led by CC Holding Agency Corporation, as agent.
Aside from the funded debt, the Debtors have accumulated a
significant amount of accrued and unpaid trade and other unsecured
debt in the normal course of their business.

The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.

The U.S. Trustee for Region Three named seven creditors to serve
on the official committee of unsecured creditors.  Lowenstein
Sandler LLP represents the Committee.


COLVILLE PROPERTIES: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

        Debtor                                Case No.
        ------                                --------
        D. Brian Colville, LLC                14-14339
        170 Pleasant Street, Suite 206
        Fall River, MA 02721

        Colville Properties, LLC              14-14340
        170 Pleasant Street
        Fall River, MA 02721

        Wade Realty Corp                      14-14341
        170 Pleasant Street, Suite 206
        Fall River, MA 02721

        D. Brian Colville                       14-14337

        David B. Colville                     14-14338

Chapter 11 Petition Date: September 15, 2014

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Hon. Henry J. Boroff (14-14339 and 14-14341)
       Hon. William C. Hillman (14-14340)

Debtors' Counsel: David C. Levin, Esq.
                  LEVIN AND LEVIN, LLP
                  875 Southern Artery
                  Quincy, MA 02169
                  Tel: (617) 471-5700
                  Fax: (617) 770-9031
                  Email: dclevin@levinandlevin.com

                                 Total        Total
                                Assets      Liabilities
                               ---------    -------------
Colville Properties            $1 million   $3.03 million
D. Brian Colville              $360,000     $689,025
Wade Realty                    $265,000     $377,089

The petitions were signed by Brian Colville, manager.

A list of D. Brian Colville's's four largest unsecured creditors
is available for free at http://bankrupt.com/misc/mab14-14339.pdf

A list of Colville Properties' eight largest unsecured creditors
is available for free at http://bankrupt.com/misc/mab14-14340.pdf

A copy of Wade Realty's petition is available for free at:

            http://bankrupt.com/misc/mab14-14341.pdf


CONSTAR INTERNATIONAL: Fires Lawyers After Investigative Report
---------------------------------------------------------------
Bill Rochelle, bankruptcy columnist for Bloomberg News, reports
that Constar International Holdings LLC has fired its company
counsel, Dechert LLP and Young Conaway Stargatt & Taylor LLP,
following the release of an investigative report that laid out
potential lawsuits that "could provide significant recoveries" for
creditors.

According to Bloomberg, Constar's Official Committee of Unsecured
Creditors conducted the investigation and alleges wrongdoing by
Dechert and "others that harmed the debtors."

Peg Brickley, writing for Daily Bankruptcy Review, reported that
Dechert has persuaded the judge overseeing Constar's bankruptcy
case to strike from the court record the Committee's report.  The
U.S. Trustee assigned to Constar has appealed for the report to be
unsealed, but U.S. Bankruptcy Judge Christopher Sontchi in
Wilmington, Delaware, said the report "creates havoc on the
docket" and violates the due-process rights of Constar's former
lawyers.

                    About Constar International

Privately held Constar International Holdings and nine affiliated
debtors (nka Capsule International Holdings, et al.)  filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on
Dec. 19, 2013.

Constar, which manufactures plastic containers, is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert,
Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and
Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young
Conaway Stargatt & Taylor, LLP.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent, and administrative advisor.
Lincoln Partners Advisors LLC serves as the Debtors' financial
advisor.

Judge Christopher S. Sontchi oversees the 2013 case.

This is Constar International's third bankruptcy.  Constar first
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan
and emerged from bankruptcy in May 2009.  Constar and its
affiliates returned to Chapter 11 protection (Bankr. D. Del. Case
No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11
plan and emerged from bankruptcy in June 2011.

The new petition listed assets worth less than $100 million
against $123 million on three layers of secured debt.

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.  The Committee retained Alvarez & Marsal
North America LLC as its financial advisor.

Counsel to Wells Fargo Capital Finance, LLC, the revolving loan
agent, is Andrew M. Kramer, Esq., at Otterbourg P.C.

On Feb. 10, 2014, the Bankruptcy Court authorized Constar to sell
certain assets to Plastipak Packaging, Inc., a global manufacturer
of rigid plastic packaging.  The Court determined that Plastipak's
$102,450,000 offer for the Debtors' U.S. assets bested the offers
from Amcor Rigid Plastics USA, Inc., and Envases Universales De
Mexico S.A.P.I. De C.V. during a Feb. 6 auction.

Separately, the Court authorized Constar to sell a facility in
Havre de Grace, Maryland, to Smucker Natural Foods, Inc., for
$3 million.  There was no other bidder for the Maryland facility.

The sole director of debtor Constar International U.K. Limited has
appointed Daniel Francis Butters and Nicolas Guy Edwards of
Deloitte LLP as administrators.  The U.K. Administration
Proceeding follows the closing of the sale of the U.K. assets to
Sherburn Acquisition Limited.  The Delaware Bankruptcy Judge
authorized the U.S. Debtors to sell the U.K. Assets to Sherburn
for GBP3,512,727, (or US$7,046,000), less the deposit in the sum
of US$1,250,000.

Secured lender Black Diamond Commercial Finance, LLC, as DIP note
agent, and Wells Fargo Capital Finance, LLC, as DIP revolving
agent and agent under the revolving loan facility, consented to
the administration of Constar U.K. and the appointment of the
Joint Administrators.

In view of the asset sales in the U.S. and the U.K., the Debtors
changed their corporate trade names -- and with the Bankruptcy
Court's consent, their bankruptcy case caption -- to Capsule Group
Holdings, Inc.; Capsule Intermediate Holdings, Inc.; Capsule
Group, Inc.; Capsule International LLC; Capsule DE I, Inc.;
Capsule DE II, Inc.; Capsule PA, Inc.; Capsule Foreign Holdings,
Inc.; and Capsule International U.K. Limited (Foreign).


CRAFT INTERNATIONAL: Founder's Widow Sues Estate
------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that
Taya Kyle, the widow of "American Sniper" Chris Kyle, is suing
Craft International LLC, the Texas law-enforcement-training
business he founded, saying that the company has been illegally
using Mr. Kyle's image to sell merchandise and training services
without her permission.  According to the report, Mrs. Kyle
asserted that she and her children "have the right to control the
use of Chris Kyle's name, likeness and image."

Craft International LLC, dba The Craft, in Dallas, Texas, filed a
voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 14-32605)
on May 30, 2014.  Craft is a consulting and training company
founded by the late U.S. Marine Chris Kyle.

The Hon. Stacey G. Jernigan presides over the case.  Seymour
Roberts, Jr., at Neligan Foley LLP, serves as the Debtor's general
counsel.  Sumner, Schick & Pace, LLP, serves as the Debtor's
litigation counsel.

Craft estimated assets of $50,000 to $100,000 and liabilities of
$1 million to $10 million.

The petition was signed by Steven Young, Craft's chief executive
officer and manager.


DATARAM CORP: To Request Hearing for Nasdaq Listing Compliance
--------------------------------------------------------------
Dataram Corporation said that on September 11, 2014, the Company
was notified by the Listing Qualifications Staff of The NASDAQ
Stock Market LLC that, based upon the Company's non-compliance
with the minimum $2,500,000 stockholders' equity requirement for
continued listing on The NASDAQ Capital Market, the Company's
securities are subject to delisting unless the Company timely
requests a hearing before a NASDAQ Listing Qualifications Panel.

The Company intends to timely request a hearing before the Panel,
at which hearing the Company will present its plan to evidence and
sustain compliance with all applicable requirements for continued
listing on NASDAQ.  The Company's common stock will continue to
trade on The NASDAQ Capital Market under the symbol "DRAM" pending
completion of the hearing process and the expiration of any
extension period granted by the Panel.

The Company has executed term sheets with investors for a
financing that, if consummated, would be sufficient to bring the
Company back into compliance with the NASDAQ stockholders' equity
requirement.  The financing requires approval by the Company's
shareholders.  Accordingly, the Company intends to include the
financing as a proposal in the proxy statement for its upcoming
Annual Meeting which has been scheduled for October 15, 2014.

                    About Dataram Corporation

Founded in 1967, Dataram -- http://www.dataram.com-- manufactures
computer memory, storage and software products.  Dataram solutions
are deployed in 70 Fortune 100 companies and in mission-critical
government and defense applications around the world.


DAYTON POWER: Moody's Affirms 'Ba2' Preferred Stock Rating
----------------------------------------------------------
Moody's Investors Service placed Dayton Power & Light Company's
(DP&L) Baa1 senior secured long-term debt rating and its backed
revenue bond ratings under review for downgrade. Concurrently,
Moody's placed DPL Inc and Dolphin Sub II, Inc.'s (assumed by DPL
Inc.) Ba2 senior unsecured long-term debt rating under review for
downgrade. Moody's affirmed DP&L's Baa3 Issuer and senior
unsecured rating as well as its Ba2 preferred stock rating.

Ratings Rationale

The review for downgrade of DP&L's Baa1 senior secured debt rating
is prompted by the possibility that the Public Utility Commission
of Ohio (PUCO) could authorize the generation asset separation
plan as requested by DP&L. This includes transferring the
generation assets not later than January 1, 2017 to an affiliate
that would result in a significant decrease in the amount of
collateral that currently supports the utility's outstanding
secured debt. As a result, Moody's believes that if approved it
would be appropriate to reduce the notching difference between
DP&L's secured and unsecured ratings from Moody's typical two to
one alpha-numeric rating differential given the expected lower
amount of asset coverage.

The affirmation of DP&L's Baa3 Issuer and senior unsecured rating
reflects Moody's expectation that despite the credit negative
aspect of a possible PUCO authorization of the company's
generation separation application that could include a capital
structure that results in long-term debt representing 75% of the
utility's remaining regulated transmission and distribution rate
base, the utility will be able to generate investment grade cash
flow credit metrics over the near term. That said, the affirmation
assumes that the proposed capital structure will be temporary and
that excess cash flows will be used to further reduce outstanding
indebtedness such that the utility will be able to record a debt
to total book value ratio that is commensurate with the Baa-rating
category according to the key financial ratios outlined in Moody's
regulated electric and gas utility rating methodology.

Importantly, the senior unsecured rating affirmation incorporates
Moody's expectation that after the generation assets separation
and expiration of its Service Stability Rider, DP&L will be able
to record interest coverage and retained cash flow (RCF) to debt
credit metrics that are robust for the Baa-rating category.
Specifically, the RCF to debt and interest coverage metrics will
exceed 20% and 5.0x, respectively. That said, DP&L's rating
continues to be constrained by the material amount of holding
company debt at DPL that currently aggregates to around $1.4
billion. Moody's expects that the utility's cash up-streams will
remain the holding company's main source of cash flows to service
its outstanding indebtedness.

Moody's considers as credit positive DPL's ongoing tender process
which if accepted would postpone the maturity of the bulk of
Dolphin's $450 million outstanding global notes due in 2016. While
the tender process could result in a reduction of holding company
indebtedness, Moody's nevertheless expect that, for the
foreseeable future, the holding-company debt will continue to
represent around 60% of total consolidated debt.

Moody's decision to place Dolphin's Ba2 long-term debt that has
been assumed by DPL under review for downgrade is prompted by a
wider rating notching consideration between the parent and its
utility subsidiary from two to three notches. Similar to other
peers, this would be largely driven by a combination of the very
high holding company indebtedness but also the anticipated
increase in DPL's exposure to non-regulated operations after 2016
with the addition of DP&L's power generation assets to DPL's
retail activities. This rating action is predicated on Moody's
understanding that DPL's strategy is currently focused on
maintaining the merchant fleet over the foreseeable future as part
of the group's operations. Other factors that may contribute to
downward movement in DPL's rating include any significant dividend
restrictions that the PUCO may impose on DP&L in return for
approving the company's transition plan or any requirement to
improve DP&L's debt to total capitalization ratio which could
potentially curtail significant cash upstreamed from DP&L or
require DPL to infuse equity into the utility.

The review for downgrade of DP&L's senior secured rating and DPL
and Dolphin's senior unsecured ratings will largely consider
PUCO's order regarding the key terms of DP&L's asset separation
plan.

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in December 2013.

DPL Inc. (DPL: Ba2 under review down) is a regional energy company
headquartered in Dayton, Ohio and is the parent company of The
Dayton Power and Light Company (DP&L: Baa3 Issuer Rating), a
regulated electric utility.

DP&L provides electric service to more than 513,000 retail
customers in West Central Ohio. Its primary source of internal
generating capacity is from ownership in eight coal-fired power
plants with a combined generating capacity of 2,465 megawatts
(MW). Additionally, DP&L owns in aggregate 432 MW's of incremental
solar/natural gas/diesel-fired generating capacity.

DPL also owns retail energy suppliers DPL Energy Resources, Inc.
or DPLER and MC Squared Energy Services, LLC and operates 556 MWs
of merchant peaking capacity in Ohio and Indiana through its DPL
Energy, LLC subsidiary.

DPL is a subsidiary of The AES Corporation (AES: Ba3 Corporate
Family Rating, stable), a globally diversified power holding
company.


DETROIT, MI: Syncora Has Comprehensive Settlement With City
-----------------------------------------------------------
Matthew Dolan, writing for Daily Bankruptcy Review, reported that
bond insurer Syncora Guarantee Inc., reached a final settlement
with the city of Detroit over claims that could have held up the
city's timely exit from bankruptcy protection.  The settlement,
according to DBR, was disclosed in a court filing by lawyers for
Syncora.

Law360 reported that because Syncora has finalized the settlement
of its objections to Detroit's Chapter 9 restructuring, it no
longer requires concessions from two global investment banks.
According to Law360, citing Syncora's counsel, James Sprayregen of
Kirkland & Ellis LLP, UBS AG and Bank of America Corp.'s Merrill
Lynch Capital Services Inc., will not have to forfeit their claims
against Syncora under a disputed interest rate swaps agreement in
order for the bond insurer's breakthrough settlement with the city
to take hold.

Law360 noted that as a result of the settlement between Detroit
and Syncora, Financial Guaranty Insurance Co. is facing mounting
pressure to surrender, being the only remaining major holdout.

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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

                           *     *     *

Standard & Poor's Ratings Services, on Sept. 5, 2014, raised its
ratings on five bond CUSIPs of Detroit's outstanding sewerage
disposal and water supply revenue bonds to 'BBB+' from 'D' as S&P
indicated it would do in its report dated Aug. 28, 2014.  The
outlook is stable.


DIAMOND R: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Diamond R, LLC
        P.O. Box 243
        Skull Valley, AZ 86338

Case No.: 14-14118

Chapter 11 Petition Date: September 15, 2014

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

Judge: Hon. Eddward P. Ballinger Jr.

Debtor's Counsel: Thomas H. Allen, Esq.
                  ALLEN MAGUIRE & BARNES, PLC
                  Viad Corporate Center
                  1850 N. Central Ave., #1150
                  Phoenix, AZ 85004
                  Tel: 602-256-6000
                  Fax: 602-252-4712
                  Email: tallen@ambazlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ron E. Varela, member.

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


DIGITAL DOMAIN: Creditors Sue Over $12-Mil. Subsidiary Sale
-----------------------------------------------------------
Law360 reported that creditors of Digital Domain Media Group Inc.
launched an adversary suit over the $12 million sale of a
subsidiary, alleging the company was forced into an undervalued
deal by its private equity lenders.  According to the report,
Digital Domain's official committee of unsecured creditors
contends the 2009 sale of subsidiary Foundry Visionmongers Ltd. to
a group including PE lenders Falcon Investment Advisors LLC is a
fraudulent transfer under the Bankruptcy Code and seeks to recover
the difference between the sale price and the unit's actual value.

                        About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.  The Company disclosed assets of $205 million and
liabilities totaling $214 million.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs. As
the result of a settlement negotiated by the unsecured creditors'
committee with secured lenders, there will be some recovery for
the committee's constituency.


DOMARK INT'L: Has $3.64-Mil. Net Loss in Second Quarter
-------------------------------------------------------
DoMark International, Inc., filed with the U.S. Securities and
Exchange Commission on Aug. 29, 2014, its annual report on Form
10-K for the fiscal year ended May 31, 2014.

For the period March 30, 2006 (inception) to May 31, 2014, the
Company incurred net losses of $46.03 million.  Furthermore, the
Company has inadequate working capital to maintain or develop its
operations, and is dependent upon funds from private investors and
the support of certain stockholders.  These factors raise
substantial doubt about the ability of the Company to continue as
a going concern.

The Company reported a net loss of $3.64 million on $nil of sales
for the fiscal year ended May 31, 2014, compared to a net loss of
$9.48 million on $37,935 of sales in 2013.

The Company's balance sheet at June 30, 2014, showed $1.5 million
in total assets, $2.47 million in total liabilities and total
stockholders' deficit of $965,905.

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

                       http://is.gd/UJU9jY

                   About Domark International

Based in Lake Mary, Florida, DoMark International, Inc., was
incorporated under the laws of the State of Nevada on March 30,
2006.  The Company was formed to engage in the acquisition and
refinishing of aged furniture using exotic materials and then
reselling it through interior decorators, high-end consignment
shops and online sales.  The Company abandoned its original
business of exotic furniture sales in May of 2008 and pursued the
acquisition of entities to best bring value to the company and its
shareholders.


ENERGY FUTURE: Turnaround May Get Surprise Boost From NY Judge
--------------------------------------------------------------
Nick Brown, Tom Hals and Billy Cheung, writing for Reuters,
reported that U.S. Bankruptcy Judge Robert Drain's Aug. 26 ruling
in Momentive Performance Materials' bankruptcy case could be an
unexpected boost for Energy Future Holdings' restructuring.
Reuters recalled that Judge Drain ruled on 'make-whole' provisions
in bond contracts and rejected objections by Momentive's
bondholders for payment of such.  Reuters noted that Momentive and
Energy Future are facing similar problems with their bondholders.

                      About Energy Future

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

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

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

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

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

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

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

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

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


FASTFUNDS FINANCIAL: Amends Second Quarter 2014 Fin'l Report
------------------------------------------------------------
FastFunds Financial Corporation filed an amendment to its
quarterly report on Form 10-Q, disclosing a net loss of $417,294
on $7,327 of net revenue for the three months ended June 30, 2014,
compared with a net loss of $621,496 on $7,652 of revenue for the
same period last year.

The Company's balance sheet at June 30, 2014, showed $1.03 million
in total assets, $11 million in total liabilities, and total
stockholders' deficit of $9.96 million.

In the Company's Annual Report on Form 10-K for the fiscal year
ended Dec. 31, 2013, the Report of the Independent Registered
Public Accounting Firm includes an explanatory paragraph that
describes substantial doubt about the Company's ability to
continue as a going concern.  The Company said its interim
financial statements for the three and six months ended June 30,
2014 and 2013 have been prepared on a going concern basis, which
contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business.

The Company reported a net loss of $1.12 million for the six
months ended June 30, 2014, and has a working capital deficit of
$10.74 million and an accumulated deficit of $25.74 million as of
June 30, 2014.  Moreover, the Company presently has no significant
ongoing business operations or sources of revenue and has little
resources with which to obtain or develop new operations.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

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

                       http://is.gd/s9KptQ

FastFunds Financial Corporation focuses on providing angel
funding, business development, and consulting services. It also
designs, markets, and services credit card products.  The company
was founded in 1992 and is based in West Palm Beach, Florida.


FCC HOLDINGS: U.S. Trustee Objects to Education Training Sale
-------------------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that the U.S. Trustee assigned to the Chapter 11 cases of FCC
Holdings and its debtor affiliates urged a bankruptcy judge to
reject a proposed sale of Education Training Corp.'s schools
because the sale occurred prior to the company's Chapter 11 filing
and was designed to skirt federal regulations.

As reported by The Troubled Company Reporter, the Debtors are
seeking approval of an amended and restated asset purchase
agreement, dated Aug. 21, 2014, with IEC Corporation, under which
IEC will purchase the Debtors' campuses.  The sale involves two
steps, the first step of which was consummated prior to the
bankruptcy.  Under step one, the Debtors sold to IEC certain
assets and liabilities of 14 Florida Career College schools.
Under step two, which will be consummated during bankruptcy, the
Debtors will sell certain assets and liabilities, including 14
campuses and contracts.

                        About FCC Holdings

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

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

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

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

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

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

The U.S. Trustee has appointed three members to the Official
Committee of Unsecured Creditors.


FIELD FAMILY: Court Approves Modification to Third Amended Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court has entered an order:

     -- approving Field Family Associates, LLC's Third Amended
Plan of Reorganization as modified July 21, 2014;

     -- determining that the Debtor need not resolicit votes for
the Third Amended Plan;

     -- deeming that the votes cast with respect to the Third
Amended Plan are votes for the Modified Third Amended Plan; and

     -- approving asset sale letter agreement and asset purchase
agreement.

On June 27, 2013, the Debtor filed a Plan of Reorganization and
related Disclosure Statement.  The Debtor amended the Plan, for
the first time on Aug. 20, 2013, and on Aug. 21, 2013, the Court
approved the Plan.

The Debtor solicited votes from the classes of creditors, voting
was concluded on Sept. 23, 2013.

On Oct. 2, 2013, the Bankruptcy Court entered an order confirming
the First Amended Plan.  The Effective Date of the First Amended
Plan did not occur.  The Plan was later amended twice.

                     The Third Amended Plan

The Plan called for the sale of a 50% interest in JFK Airport
Mezz, LLC, (the entity that effectively owns substantially all of
the ownership interests in the Debtor), to a Magna affiliate for a
purchase price of $6 million.  The sale proceeds would be used to
pay the Debtor's creditors, excluding the lender -- Wells Fargo
Bank, N.A., as trustee for the registered holders of J.P. Morgan

Chase Commercial Mortgage Securities Trust 2007-CIBC18, Commercial
Mortgage Pass-Through Certificates, Series 2007-CIBC18, or its
successor or assigns, in full in cash on the Effective Date.

Upon the closing of the sale, the Magna affiliate would become the
managing member of a new entity, MHF JFK Investor IV Holdings LLC,
which would effectively replace JFK Airport Mezz, LLC.
Once the $2 million Renovation Fund monies had been spent in
connection with the Property Improvement Plan, the Magna affiliate
would have the right to call from and the sellers would have the
right to put to the buyer the remaining ownership interests in MHF
JFK Investor IV Holdings LLC for an additional $6 million.

While the Debtor hoped to have an Effective Date occur promptly,
the parties have experienced delays in closing.

                       Plan Modifications

In this relation, the Debtor proposed modifications pursuant to
the Third Amended Plan.  The Third Amended Plan as modified
July 21, 2014, modifies the Initial Third Amended Plan in certain
discrete respects, but does not alter the proposed treatment of
creditors in any way.

Specifically, because of approaching deadlines within the Debtor's
franchise agreement regarding the completion of the PIP, the
Debtor wishes to make clear that the Debtor may utilize the
Renovation Fund immediately to commence work on the PIP, in
advance of the Effective Date.  Accordingly, the Debtor has
modified the Initial Third Amended Plan to account for the
immediate deposit of the proceeds of the Field Family Trust Loan
into the Renovation Fund Account in order to fund the PIP.

The Modified Third Amended Plan provides Magna with the option of
electing to effectuate the contemplated sale either by an Equity
Sale Transaction or an asset sale transaction.

According to the Debtor, because the Debtor and Magna continue to
work toward consummation of a sale transaction contemplated in the
Modified Third Amended Plan, the parties anticipate that the
transaction will be completed no later than Nov. 25, 2014.

Specifically, the Debtor and Magna, with the consent of the
lender, have agreed to extend the proposed Effective Date of the
Modified Third Amended Plan through and including:

   a) Sept. 30, 2014, if the debt of the lender is either paid off
in full or to be paid over time by the existing Debtor, or

   b) Nov. 25, 2014, if the debt of the lender is to be paid over
time by the Reconstituted Debtor.

The Modified Third Amended Plan also reflects that the Field
Family Trust will provide $2 million to be used by the Debtor for
renovations in the form of an equity contribution rather than a
loan. Such change does not affect creditors.

A copy of the Third Amended Plan, as modified July 21, is
available for free at:

     http://bankrupt.com/misc/FieldFamily_461_plan.pdf

                         About Field Family

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a Joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Debtor owns and operates a 216-room hotel located at
144-10 135th Steet, in Jamaica, New York.

Judge Stephen Raslavich presides over the case.  Catherine G.
Pappas, Esq., Lawrence G. McMichael, Esq., and Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represent the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.

The U.S. Trustee appointed a three-member creditors committee.
Hangley Aronchick Segal Pudline & Schiller represents the
Committee.

Field Family Associates, LLC, won confirmation of its Third
Amended Plan of Reorganization as modified March 25.  The Third
Amended Plan revised the mechanics of the sale transaction
contemplated in the prior Plan.  Through the Third Amended Plan,
the Debtor restructured the sale transaction to provide for a sale
of equity instead of a traditional real estate sale.


FILENE'S BASEMENT: DSW Liable for Manhattan Lease
-------------------------------------------------
Law360 reported that a New York appeals court ruled that shoe
retailer DSW MS LLC is liable for a $100 million commercial lease
for shop space in Manhattan's Union Square, enforcing a guarantee
that was executed by former tenant Filene's Basement before that
company slipped into bankruptcy.  According to the report, in a
unanimous decision, the New York Supreme Court's Appellate
Division, First Department, overturned an order by Judge O. Peter
Sherwood denying partial summary judgment to DSW's landlord 4 USS
LLC on the liability issue.

                      About Filene's Basement

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FLETCHER INTERNATIONAL: Sept. 19 Hearing on Settlement Agreement
----------------------------------------------------------------
Richard J. Davis, the Plan Administrator and former Chapter 11
Trustee for Fletcher International, Ltd., will present on
Sept. 19, 2014, at 12:00 p.m., the settlement agreement with
Credit Suisse Securities (USA) LLC and its current and future
subsidiaries, parents and affiliates.

The settlement agreement settles all claims related to the
Customer Agreement, the contracts, the ISDA, the Swaps, the letter
agreement, and the cash collateral order.

Pursuant to the settlement agreement:

   1. On the Effective Date, pursuant to the cash collateral
order, Credit Suisse will provide to FILB copies of its invoices
and supporting time and disbursement records for any fees and
expenses incurred but not yet set off.  The parties will resolve
any disputes concerning setoff of postpetition legal fees in
accordance with the procedures of the cash collateral order.

   2. Within ten business days of the effective date of the
settlement agreement, Credit Suisse will pay to FILB the remaining
holdback, net of any set off for postpetition legal fees.

   3. The parties are also exchanging limited releases of all
claims related to or arising out of the customer agreement, the
contracts, the ISDA, the Swaps, the letter agreement, or the cash
collateral order.  The releases will not affect any claims that
FILB and its primary feeder funds -- Fletcher Income Arbitrage
Fund, Ltd., FIA Leveraged Fund, and Fletcher Fixed Income Alpha
Fund, Ltd. -- may have against Credit Suisse or its subsidiaries
and affiliates arising out of any direct or indirect investments
that they have (or had) in the Fletcher Funds.

The Plan Administrator is represented by:

         Michael Luskin, Esq.
         Lucia T. Chapman, Esq.
         Stephan E. Hornung, Esq.
         LUSKIN, STERN & EISLER LLP
         Eleven Times Square
         New York, NY 10036
         Tel: (212) 597-8200
         Fax: (212) 974-3205

                   About Fletcher International

Fletcher International, Ltd., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-12796) on June 29, 2012, in Manhattan.  The
Bermuda exempted company estimated assets and debts of $10 million
to $50 million.  The bankruptcy documents were signed by its
president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel and Appleby (Bermuda) Limited serves
as special Bermuda counsel.  The Debtor disclosed $52,163,709 in
assets and $22,997,848 in liabilities as of the Chapter 11 filing.

Fletcher International Ltd. was managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.

After filing for Chapter 11 protection, Fletcher immediately
started a lawsuit in bankruptcy court to stop the involuntary
bankruptcy in Bermuda.  Judge Gerber at least temporarily halted
liquidators appointed in the Cayman Islands from moving ahead with
proceedings in Bermuda.  The lawsuit to halt the Bermuda
liquidation is Fletcher International Ltd. v. Fletcher Income
Arbitrage Fund, 12-01740, in the same court.

Richard J. Davis, Chapter 11 trustee appointed in the case, has
hired Michael Luskin, Esq., Lucia T. Chapman, Esq., and Stephanie
E. Hornung, Esq., at Luskin, Stern & Eisler LLP as his
counsel.

The Chapter 11 trustee filed a proposed liquidating Plan in
November 2013.  The disclosure statement was approved on Jan. 17,
2014.  Judge Gerber has confirmed the Second Amended Plan of
Liquidation late in March 2014.


FREEDOM INDUSTRIES: Judge Says Fees Could Eat Spill Cleanup Cash
----------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Ronald G. Pearson in
West Virginia expressed concern that Freedom Industries Inc. could
walk away from cleaning up a chemical spill blamed for
contaminating drinking water for 300,000 people, saying too much
of the company's scant funds are going toward paying legal fees
from McGuireWoods LLP.  According to Ken Ward Jr., writing for
Saturday Gazette-Mail, Judge Pearson issued a seven-page order
saying recent bankruptcy case filings by Freedom's lawyers cause
him "to fear [Freedom] is not sufficiently committed to compliance
with the demolition and cleanup orders of the" DEP or "other
agencies of the state and federal government."

                      About Freedom Industries

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

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

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

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

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

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

On March 18, 2014, the Bankruptcy Court approved the hiring of
Mark Welch at MorrisAnderson in Chicago as Freedom's chief
restructuring officer.


FRONTLINE LTD: Reports $78.95-Mil. Net Loss in June 30 Quarter
--------------------------------------------------------------
Frontline Ltd. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 6-K, disclosing a net loss
of $78.95 million on $118.97 million of total operating revenues
for the three months ended June 30, 2014, compared with a net loss
of $120.93 million on $121.22 million of total operating revenues
for the same period in 2013.

The Company's balance sheet at June 30, 2014, showed $1.25 billion
in total assets, $1.31 billion in total liabilities and total
stockholders' deficit of $61.79 million.

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

                       http://is.gd/qzLBX0

                       About Frontline Ltd.

Frontline Ltd. is a Hamilton, Bermuda-based operator of very large
crude carriers.

Frontline said in November 2011 that it will need new funding in
the first half of 2012 to cover cash obligations.  There are also
"significant uncertainties" about compliance with loan covenants
in the last quarter of 2011.  The Company said it "will seek
discussions" with creditors with the aim of reaching agreement on
a "restructuring solution" by the end of this year.

The Company completed a restructuring of its business in December
2011.  The restructuring included the sale of 15 wholly-owned
special purpose companies ("SPCs"), which together owned five VLCC
newbuilding contracts, six VLCCs, including one on time charter,
and four Suezmax tankers to Frontline 2012 Limited ("Frontline
2012"). The sale of these SPCs resulted in a loss of $307.0
million, which was recorded in 2011. In addition, the Company
obtained agreements with its major counterparts whereby the gross
charter payment commitment under existing chartering arrangements
on 32 vessels was reduced.


GARLOCK SEALING: Files 2nd Amendment to Settled Asbestos Claims
---------------------------------------------------------------
Garlock Sealing Technologies LLC has filed with the U.S.
Bankruptcy Court for the Western District of North Carolina its
second amendment to schedules of assets and liabilities.

Garlock amends its schedule of Purportedly Settled Claims
(Schedules F and G) included with its Original Schedules.  The
Schedules of Assets and Liabilities otherwise remain unaltered
with respect to all claims.

A copy of the Amended Schedules of Settled Asbestos Claims is
available for free at:

   http://bankrupt.com/misc/GarlockSealing_2ndAmended_SALS.pdf

                      About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against EnPro Industries' Garlock Sealing Technologies LLC
subsidiary at $125 million, consistent with the positions GST put
forth at trial.


GARLOCK SEALING: Has Employed Kinsella Media as Notice Expert
-------------------------------------------------------------
Garlock Sealing Technologies LLC, et al., sought and obtained
authority from the U.S. Bankruptcy Court for the Western District
of North Carolina to employ Kinsella Media LLC as Notice Expert.

According to the Debtors, the number of GST Asbestos Claimants
that will be affected by the Debtors' Chapter 11 Cases, and the
fact that the identities of many are unknown, necessitates the use
of a broad media campaign to provide notices related to the
Debtors' proposed plan and other matters.

Kinsella is an advertising and legal notification firm in
Washington, D.C., specializing in the design and implementation of
notification programs to reach unidentified putative class members
primarily in consumer and antitrust class actions and claimants in
bankruptcies and mass tort litigation.

As Notice Expert, Kinsella will:

   (a) design and implement a program for providing fair and
       adequate notice to GST Asbestos Claimants;

   (b) draft and edit all notice materials;

   (c) provide expert opinion regarding the adequacy and fairness
      of the notice program and related notices.

Katherine Kinsella, president of Kinsella, assures the Court that
the Company is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

The firm may be reached at:

     Katherine Kinsella
     KINSELLA MEDIA LLC
     2120 L Street NW, Suite 860
     Washington, DC 20037
     Telephone: (202) 686-4111
     Facsimile: (202) 293-6961

                      About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against EnPro Industries' Garlock Sealing Technologies LLC
subsidiary at $125 million, consistent with the positions GST put
forth at trial.


GARLOCK SEALING: Wants Removal Period Extended Until March 2015
---------------------------------------------------------------
Garlock Sealing Technologies LLC, et al., ask the U.S. Bankruptcy
Court for the Western District of North Carolina to enlarge the
time within which the Debtors may file notices of removal of
related proceedings through March 31, 2015.

Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, P.A., in
Charlotte, North Carolina -- gcassada@rbh.com -- explains that the
Debtors' motions on this subject have been routine, and they have
been brought for purposes of efficient case administration.

The Debtors seek to further extend the deadline for removal and
avoid potential further and multiple filings extending the
deadline with respect to actions where the stay may be lifted.

                      About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against EnPro Industries' Garlock Sealing Technologies LLC
subsidiary at $125 million, consistent with the positions GST put
forth at trial.


GENERAL MOTORS: Wins Dismissal of Lawsuit Over 2010 IPO
-------------------------------------------------------
Jonathan Stempel, writing for Reuters, reported that General
Motors Co. has won dismissal of a shareholder lawsuit accusing it
of padding sales around the time of its November 2010 initial
public offering by quietly unloading vehicle inventory on its
dealers.  According to the report, U.S. District Judge Laura
Taylor Swain in Manhattan said the automaker disclosed in its IPO
offering materials "all of the information necessary" about rising
unsold vehicle supply for investors to determine whether it was
"channel stuffing," or building up excess inventory.

The case is Scott v. General Motors Co et al, U.S. District Court,
Southern District of New York, No. 12-05124.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

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

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

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


GENERAL MOTORS: Death Count Raised to 19 in Ignition-Switch Defect
------------------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
the General Motors Co. faulty ignition-switch death toll now
stands at 19, above the company's earlier estimate, and may go
higher as a review of compensation claims continues.  According to
the report, attorney and compensation expert Kenneth Feinberg --
hired by GM to create a claims process and evaluate submissions --
released the figure on Sept. 15, his first public update on
ignition-switch injury claims.  Mr. Feinberg said he continues to
evaluate some of the 125 death claims that have been filed as of
Sept. 12, the Journal related.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

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

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

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


GENERAL MOTORS: Seeks to Stall Discovery on Post-Ch. 11 Accidents
-----------------------------------------------------------------
Law360 reported that General Motors Co. asked the New York federal
judge overseeing multidistrict litigation over its ignition switch
defect to hold off on allowing further discovery even on personal
injury suits involving accidents that occurred after its 2009
bankruptcy and economic loss suits involving post-2009 vehicles.

According to the report, GM argued in a letter to the court that
only a small fraction of the more than 116 ignition-switch suits
in the MDL involve such post-bankruptcy issues.

                     About General Motors

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

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

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

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

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

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

                         *     *     *

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


GEO GROUP: Moody's Assigns (P)Ba3 Senior Unsecured Shelf Rating
---------------------------------------------------------------
Moody's Investors Service assigned a (P)Ba3 rating to GEO Group's
senior unsecured shelf. The rating outlook is stable.

The following rating was assigned with a stable outlook:

  GEO Group, Inc -- senior unsecured shelf (P)Ba3

Ratings Rationale

The stable outlook reflects Moody's expectation that GEO Group
will continue to grow while maintaining its solid credit metrics
and adequate liquidity profile.

Moody's indicated that upward ratings movement would be dependent
upon GEO Group achieving closer to $5 billion in gross assets,
fixed charge coverage (EBITDAR/fixed charges (inclusive of
interest expense, capitalized interest, principal amortization and
rent expense)) above 2.5x on a sustainable basis, effective
leverage below 40%, and operating margins above 25%.

Ratings pressure would likely result from secured debt levels
above 20%, net debt to EBITDA above 5.5x, fixed charge coverage
below 2.0x, and or a stall in revenue growth due to major client
loss.

Moody's last rating action with respect to GEO Group was on
September 12, 2014 when Moody's upgraded GEO Group's senior
unsecured rating to Ba3, from B1 with a stable outlook.

GEO Group, Inc. (NYSE: GEO) is a leading provider of government
outsourced services focused on the management and ownership of
correctional, detention and residential community based services
to Federal, State, and local governments in the United States,
Australia, the United Kingdom, South Africa and Canada.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.


GFI GROUP: BGC Tender Offer No Impact on Fitch's 'BB-' Rating
-------------------------------------------------------------
BGC Partners Inc.'s (BGC; 'BBB-', Outlook Stable) announced tender
offer for fellow inter-dealer broker (IDB) GFI Group Inc. (GFI;
'BB-', Rating Watch Positive) does not have an immediate rating
impact on either entity, although depending on the outcome of the
offer and the associated financial terms, ratings for one or both
entities could be impacted, according to Fitch Ratings.

For example, if BGC were to materially reduce its available
liquidity or materially increase its leverage in order to finance
the acquisition, this could have negative implications.  If GFI
were to be acquired by BGC or another entity with a weaker credit
profile than that of the current acquirer, CME Group (CME), this
would temper the magnitude of upward rating momentum for GFI.

On Sept. 9, 2014, BGC announced its intention to commence a tender
offer to acquire GFI for $5.25 per share in a transaction valued
at $675 million, countering CME's earlier announced acquisition of
GFI in a two-step transaction for a lower value.  As of the same
date, BGC had acquired a toehold position in GFI of 13.5%.

Fitch recognizes there may be benefits from the transaction as it
would consolidate two of the top five IDBs reducing competition
and creating potential cost synergies, particularly at a time when
the operating environment for IDBs remains challenged due to
subdued trading volumes.  On the flip side, paying a material
premium for the transaction may diminish the benefits of
consolidation.  Nevertheless, there are other uncertainties
surrounding BGC's bid for GFI as BGC's offer is conditioned on the
tender of a sufficient number of shares of GFI's common stock such
that it owns a majority of the outstanding shares of GFI common
stock.  Furthermore, BGC has also offered to negotiate a
consensual transaction with GFI's senior management and CME.

Fitch will monitor BGC's efforts to acquire GFI, with a particular
emphasis on BGC's liquidity and leverage profiles.  As of June 30,
2014, BCG had meaningful liquidity on its balance sheet, with
$644.2 million of cash, marketable securities and unencumbered
securities.  However, a portion of this liquidity is earmarked to
pay down the principal and interest on $150 million of its
convertible debt coming due in April 2015.  Although not
envisioned by Fitch, if BGC uses a material portion of its
existing liquidity to finance the tender offer without increasing
its contingent liquidity before the April 2015 debt maturity, its
rating would come under pressure.  Similarly, if BGC were to
finance all or a portion of the acquisition with debt, such that
its debt to adjusted EBITDA was expected to exceed 2.5x on a
sustained basis, this would have negative rating implications.

GFI's 'BB-' rating, which was placed on Rating Watch Positive
following the merger announcement with CME, remains unaffected by
BGC's bid, as Fitch views BGC to have a relatively stronger credit
profile than GFI as reflected in its higher ratings on BGC.  That
said, the magnitude of GFI's upward rating momentum would be
tempered by an acquisition by BGC relative to an acquisition by
CME.  Fitch does not rate CME, but views it as having a materially
lower credit risk profile than both BGC and GFI, based on CME's
dominant market position, strong profitability (69.5% EBITDA
margin as of June 30, 2014), low cash flow leverage (1.0x gross
debt-to-EBITDA) and solid interest coverage (16.9x EBITDA-to-
interest expense).


GLOBAL ARENA: Files Amendment to Quarterly Financial Report
-----------------------------------------------------------
Global Arena Holding, Inc., filed an amendment to its quarterly
report on Form 10-Q, disclosing a net loss of $397,622 on $7.52
million of total revenues for the three months ended June 30,
2014, compared to a net loss of $1.03 million on $2.52 million of
total revenues for the same period last year.

The Company's balance sheet at June 30, 2014, showed $1.66 million
in total assets, $4.74 million in total liabilities and total
stockholders' deficit of $3.09 million.

The Company has generated recurring losses and cash flow deficits
from operations since inception and has had to continually borrow
to continue operations.  In addition, the Company is in default of
certain notes outstanding and is subject to the holders' continued
forbearance of not demanding payment.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                       http://is.gd/9v5O33

                       About Global Arena

New York, N.Y.-based Global Arena Holding, Inc., formerly Global
Arena Holding Subsidiary Corp., was formed in February 2009, in
the state of Delaware.  The Company is a financial services firm
that services the financial community through its subsidiaries as
follows:

Global Arena Investment Management LLC provides investment
advisory services to its clients.  GAIM is registered with the
Securities and Exchange Commission as an investment advisor and
clears all of its business through Fidelity Advisors, its
correspondent broker.  Global Arena Commodities Corp. provides
commodities brokerage services and earns commissions.  Global
Arena Trading Advisors, LLC provides futures advisory services and
earns fees.  GATA is registered with the National Futures
Association (NFA) as a commodities trading advisor.  Lillybell
Entertainment, LLC provides finance services to the entertainment
industry.

Global Arena disclosed a net loss attributable to common
stockholders of $2.44 million in 2012, as compared with a net loss
attributable to common stockholders of $2.75 million in 2011.

Wei, Wei & Co., LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered recurring losses since inception,
experiences a deficiency of cash flow from operations and has a
stockholders' deficiency.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.


GLOBAL AVIATION: Seeks Approval of Cerberus Collection Agreement
----------------------------------------------------------------
Global Aviation Holdings Inc. and its debtor affiliates, and
Cerberus Business Finance, LLC, jointly ask the U.S. Bankruptcy
Court for the District of Delaware to approve their stipulation
for collection of collateral.

Cerberus is the collateral agent and administrative agent under
the Financing Agreement dated as of November 14, 2013, which DIP
Facility provided for a total of $51 million in financing, secured
by postpetition, first priority liens against substantially all of
the Debtors' assets.

Following the Debtors' receipt of a Default Notice on March 25,
2014, the Debtors required limited additional funding, and
negotiated an agreement with Cerberus for a limited forbearance
under the DIP Financing Order to reinstate the use of cash
collateral to fund asset sale and wind-down of the remaining
Debtors.  Pursuant to the Forbearance Stipulation, Cerberus
consented to the Debtors' limited use of cash collateral.

Christopher A. Ward, Esq., at Polsinelli PC, in Wilmington,
Delaware -- cward@polsinelli.com -- says that there is a very
limited number of remaining asserts left in the Debtors' estates,
which constitute the Collateral of Cerberus under the DIP
Financing Agreement.   He adds that there still substantial unpaid
amounts due Cerberus.

To facilitate the collection of the Cerberus Collateral to be
applied to the DIP Obligations, the Debtors and Cerberus entered
into the Collection Stipulation, which provides that Cerberus have
the right to enforce, collect and receive the Assets, and any
amounts collected from the Assets will be applied to satisfy the
DIP Obligations.

The Collection Stipulation also provides that any account debtor
or other party obligated to the Debtors to make payment will make
payment or render performance to Cerberus and to no other person
or entity.

A copy of the Collection Stipulation can be accessed for free at:

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

                       Wells Fargo Objects

Wells Fargo Bank, N.A., tells the Court that it does not object to
relief sought by the Debtors and Cerberus as it relates to assets,
which Cerberus might have a perfected interest, and the sought
relief is subject to any and all security interest held by Wells
Fargo in the subject Assets.

Francis A. Monaco, Jr., Esq., at Womble Carlyle Sandridge & Rice,
LLP, in Wilmington, Delaware -- FMonaco@wcsr.com -- states that
pursuant to the DIP Motion and DIP Financing Order, Wells Fargo's
protected security interests are acknowledged and defined as
"Permitted Liens."  He argues that certain collateral or assets
claimed by Cerberus in the motion to approve the Collection
Stipulation are subject to Wells Fargo's Permitted Liens.

Hence, Wells Fargo objects to the extent that Cerberus seeks to
collect through the Motion and Collection Stipulation any Assets,
which are subject to Wells Fargo's security interests and rights.

                 About Global Aviation Holdings

Global Aviation Holdings Inc. -- http://www.glah.com-- the parent
company of North American Airlines and World Airways, sought
Chapter 11 bankruptcy protection on Nov. 12, 2013.  North American
Airlines, founded in 1989, operates passenger charter flights
using B767-300ER aircraft.  Founded in 1948, World Airways --
http://www.woa.com-- operates cargo and passenger charter flights
using B747-400 and MD-11 aircraft.

The parent of World Airways Inc. and North American Airlines Inc.
implemented a prior Chapter 11 reorganization in February 2013.
The new case is In re Global Aviation Holdings Inc., 13-12945,
U.S. Bankruptcy Court, District of Delaware (Wilmington).  The
prior case was In re Global Aviation Holdings Inc., 12-bk-40783,
U.S. Bankruptcy Court, Eastern District New York (Brooklyn).

Peachtree City, Georgia-based Global blamed the new bankruptcy on
decreased flying for the government that reduced revenue for the
first nine months of this year to $354 million from $486 million
in the same period of 2012.

The 2013 petition shows assets and debt both exceeding $500
million. In the first bankruptcy, Global listed $589.8 million in
assets and debt of $493.2 million.

In the 2013 case, the Debtors are represented by Kourtney Lyda,
Esq., at Haynes and Boone, LLP, in Houston, Texas; and Christopher
A. Ward, Esq., at Polsinelli PC, in Wilmington, Delaware.

The first lien agent is represented by Michael L. Tuchin, Esq., at
Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

Wells Fargo Bank, National Association, agent to the second
lienholders and third lienholders, is represented by Mildred
Quinones-Holmes, Esq., at Thompson Hines LLP, in New York.

World Airways Inc. ceased operations on March 27, 2014, after its
bankrupt parent was unable to secure necessary funding to keep the
charter operator airborne.


GLOBAL AVIATION: Trustee Wants Changes in Conversion Motion Order
-----------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, asks
the U.S. Bankruptcy Court for the District of Delaware to modify
the proposed form of order granting Global Aviation Holdings Inc.,
et al.'s motion to convert their Chapter 11 cases to one under
Chapter 7 of the Bankruptcy Code, saying they have substantially
finished the collection of receivables and the sale or other
dispositions of their remaining assets.

Ms. DeAngelis requests the Court to include several changes:

   * Paragraph 4, which addresses the discharge of the claims
     agent, Kurtzman Carson Consultants, LLC, should be revised
     to add language that makes the discharge subject to the
     completion of KCC's duties;

   * Paragraph 7 of the order, which purports to relieve all
     current officers and directors of the Debtors from their
     duties as officers and directors, should be stricken from
     the order; and

   * Paragraph 8 of the proposed order should be removed as the
     effective date of the order should be the date the order is
     entered, not a future date.

If officers and directors seek to be relieved of their duties, Ms.
DeAngelis contends that the action is not appropriate through a
conversion order, but should be accomplished via resignation or
other corporate action.  She also asks that this language be added
to the order: "A representative of the Debtors and, if requested
by the Chapter 7 trustee, counsel to the Debtors in these Chapter
11 cases, shall appear at the first meeting of creditors after
conversion of the Debtors' cases to chapter 7 pursuant to sections
341(a) and 343 of the Bankruptcy Code, and such representative
shall be available to testify at such meeting."

                 About Global Aviation Holdings

Global Aviation Holdings Inc. -- http://www.glah.com-- the parent
company of North American Airlines and World Airways, sought
Chapter 11 bankruptcy protection on Nov. 12, 2013.  North American
Airlines, founded in 1989, operates passenger charter flights
using B767-300ER aircraft.  Founded in 1948, World Airways --
http://www.woa.com-- operates cargo and passenger charter flights
using B747-400 and MD-11 aircraft.

The parent of World Airways Inc. and North American Airlines Inc.
implemented a prior Chapter 11 reorganization in February 2013.
The new case is In re Global Aviation Holdings Inc., 13-12945,
U.S. Bankruptcy Court, District of Delaware (Wilmington).  The
prior case was In re Global Aviation Holdings Inc., 12-bk-40783,
U.S. Bankruptcy Court, Eastern District New York (Brooklyn).

Peachtree City, Georgia-based Global blamed the new bankruptcy on
decreased flying for the government that reduced revenue for the
first nine months of this year to $354 million from $486 million
in the same period of 2012.

The 2013 petition shows assets and debt both exceeding $500
million. In the first bankruptcy, Global listed $589.8 million in
assets and debt of $493.2 million.

In the 2013 case, the Debtors are represented by Kourtney Lyda,
Esq., at Haynes and Boone, LLP, in Houston, Texas; and Christopher
A. Ward, Esq., at Polsinelli PC, in Wilmington, Delaware.

The first lien agent is represented by Michael L. Tuchin, Esq., at
Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

Wells Fargo Bank, National Association, agent to the second
lienholders and third lienholders, is represented by Mildred
Quinones-Holmes, Esq., at Thompson Hines LLP, in New York.

World Airways Inc. ceased operations on March 27, 2014, after its
bankrupt parent was unable to secure necessary funding to keep the
charter operator airborne.


GLOBAL GEOPHYSICAL: Consulting Deal With COO Verghese Okayed
------------------------------------------------------------
The U.S. Bankruptcy Court authorized Autoseis, Inc., et al., to
enter into a consulting agreement with P. Mathew Verghese.

Objections to the motion, if any, were overruled.

Mr. Verghese serves as chief operating officer of the Debtors.  As
reported in the Troubled Company Reporter on Aug. 29, 2014, to
retain certain benefits of his institutional knowledge and to
otherwise smooth the transition that his departure entails, the
Debtors have negotiated a consulting agreement with Mr. Verghese.
He was no longer considered an employee of the Debtors effective
Sept. 1, 2014.

Mr. Verghese has agreed to provide consultation services to the
Debtors on an as-needed basis regarding ongoing operations,
financial matters, financial reporting issues and other services
as the Debtors may request.

Primarily, Mr. Verghese is expected to assist:

(1) the Debtors in cooperating with pending SEC and FINRA
     investigations; and

(2) with existing litigation to which the Debtors are parties or
     other litigation and matters relating to the Debtors'
     bankruptcy cases.

For these services, the Debtors propose to pay Mr. Verghese a
monthly consulting fee of $10,000, in arrears, in an aggregate
amount not to exceed $180,000.

In addition, for shorter period of (i) six months or (ii) until
Mr. Verghese secures employment with an employer that offers
medical benefits, the Debtors will pay Mr. Verghese $1,500 per
month in arrears to assist with obtaining replacement medical
coverage.

Moreover, no additional payments would be made to Mr. Verghese
under his Employment Agreement with the Debtors, but he would be
eligible to receive a payment for accrued but unused vacation time
in accordance with the existing policy of the Company and other
standard employee-vested benefits.

With the exception of vacation time and the vested benefits,
Mr. Verghese will be releasing the Debtors and their respective
directors and officers, employees and agents, insurers, investors,
lenders and their affiliates, and any employee benefit plans and
the fiduciaries and agents of those plans, for all claims,
including claims for severance under the Verghese Employment
Agreement.

The Debtors related that they discussed the terms of Consulting
Agreement at length with their DIP Financing Lenders and the
Official Committee of Unsecured Creditors prior to filing the
Consulting Agreement Motion.

             About Global Geophysical, Autoseis et al.

Global Geophysical Services Inc., a provider of seismic data for
the oil and gas drilling industry, sought bankruptcy protection,
intending to reorganize on its own with additional capital or
explore a sale or other transaction.

Based in Missouri City, Texas, Global Geophysical disclosed assets
of $468.7 million and liabilities totaling $407.3 million as of
Sept. 30, 2013.  Liabilities include $81.8 million on a secured
term loan owing to TPG Specialty Lending Inc. and Tennenbaum
Capital Partners LLC.  TPG is the lenders' agent.  Global also
owes $250 million on two issues of 10.5 percent senior unsecured
notes, with Bank of New York Mellon Trust Co. as indenture
trustee.

Global Geophysical and five affiliates, including Autoseis, Inc.
(lead debtor), filed Chapter 11 petitions in Corpus Christi, Texas
(Bankr. S.D. Tex. Lead Case No. 14-20130) on March 25, 2014.

The Debtors are represented by C. Luckey McDowell, Esq., Omar
Alaniz, Esq., and Ian E. Roberts, Esq., at Baker Botts, LLP, in
Dallas, Texas; and Shelby A. Jordan, Esq., and Nathanial Peter
Holzer, Esq., at Jordan, Hyden, Womble, Culbreth, & Holzer, PC in
Corpus Christi, Texas.  Alvarez & Marsal serves as the Debtors'
restructuring advisors, Fox Rothschild Inc. as financial advisor,
and Prime Clerk as claims and noticing agent.

The U.S. Trustee for Region 7, has selected seven creditors to the
Official Committee of Unsecured Creditors.  The Committee tapped
Greenberg Traurig, LLP as counsel; and Lazard Freres & Co. LLC and
Lazard Middle Market LLC, as financial advisors and investment
bankers.

The Ad Hoc Group of Noteholders and the DIP Lenders are
represented by Marty L. Brimmage, Jr., Esq., Charles R. Gibbs,
Esq., Michael S. Haynes, Esq., and Lacy M. Lawrence, Esq., at Akin
Gump Strauss Hauer & Feld LLP.

Prepetition secured lender TPG is represented by David M. Bennett,
Esq., Tye C. Hancock, Esq., and Joseph E. Bain, Esq., at Thompson
& Knight LLP; and Adam C. Harris, Esq., Lawrence V. Gelber, Esq.,
David M. Hillman, Esq., and Brian C. Tong, Esq., at Schulte Roth &
Zabel LLP.


GRANDPARENTS.COM INC: Amends Second Quarter 2014 Fin'l Report
-------------------------------------------------------------
Grandparents.com, Inc., filed an amendment to its quarterly report
on Form 10-Q, disclosing a net loss of $3.14 million on $57,346 of
total revenue for the three months ended June 30, 2014, compared
with a net loss of $2.12 million on $134,154 of total revenue for
the same period in 2013.

The Company's balance sheet at June 30, 2014, showed $6.95 million
in total assets, $4.66 million in total liabilities and total
stockholders' equity of $2.29 million.

The Company has incurred a net loss of $6 million during the and
six months ended June 30, 2014 and used $1.4 million and $2.2
million in cash for operating activities during the three- and
six-months ended June 30, 2014, respectively.  Without additional
capital from existing or outside investors or further financing,
the Company's ability to continue to implement its business plan
may be limited.  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/A is available at:

                       http://is.gd/qOtZSs

New York-based Grandparents.com, Inc., together with its
consolidated subsidiaries, is a family-oriented social media
company that through its Web site, http://www.grandparents.com/,
serves the age 50+ demographic market.  The website offers
activities, discussion groups, expert advice and newsletters that
enrich the lives of grandparents by providing tools to foster
connections among grandparents, parents, and grandchildren.


HAAS ENVIRONMENTAL: Friedman Schuman Sues Over Santander Loan
-------------------------------------------------------------
Law360 reported that Friedman Schuman Applebaum Nemeroff &
McCaffery PC sued Haas Environmental Inc., in New Jersey federal
court, saying the company's misrepresentations to Santander Bank
NA resulted in a default on a $2.5 million loan, not the firm's
allegedly shoddy diligence work.  According to the report,
Friedman Schuman launched a third-party complaint against Haas,
which according to court filings, borrowed $2.5 million in loans
from Santander when it was still known as Sovereign Bank.

                  About Haas Environmental, Inc.

Haas Environmental, Inc., an industrial cleaning company, filed a
Chapter 11 petition (Bankr. D.N.J. Case No. 13-27297) on Aug. 6,
2013.  Eugene Haas signed the petition as president.  Judge
Kathryn C. Ferguson presides over the case.  The Debtor disclosed
$10,127,069 in assets and $11,595,611 in liabilities as of the
Chapter 11 filing.  Jerrold N. Poslusny, Jr., Esq., at Cozen
O'Connor, in Cherry Hill, New Jersey, serves as the Debtor's
counsel.

Mary E. Seymour, Esq., at Lowenstein Sandler LLP, serves as
counsel for the Official Committee of Unsecured Creditors.
EisnerAmper LLP serves as its financial advisor.

                           *     *     *

Haas Environmental filed a plan of reorganization and disclosure
statement by the May 27, 2014 deadline set by the Court in its
exclusivity extension order.  One feature of the Plan is a so-
called new value contribution from sole shareholder Eugene Haas
using his personal funds in exchange for retaining his equity
interest in the Debtor.  Those funds will be utilized to pay for
certain disbursements under the Plan.  Upon the Plan effective
date, Mr. Haas will be deemed appointed as the plan administrator
and will be responsible for making distributions from the play
payment fund under the Plan.  Management of the Debtor's
operations after the effective date will continue to be run by Mr.
Haas as its president.

Under the Plan, the unsecured creditor claims, estimated to be
$3.8 million, will be paid after higher priority claims are
satisfied.  Holders of unsecured creditor claims are estimated to
recoup 9% to 11% of the Allowed amount.


HARRIS LAND: Has Until Oct. 10 to Propose Chapter 11 Plan
---------------------------------------------------------
The Bankruptcy Court extended until Oct. 10, 2014, Harris Land
Development's time to file a Chapter 11 Plan and explanatory
Disclosure Statement.  The exclusive period to obtain confirmation
is extended accordingly.

The Court said that the order will not alter, amend, or in any way
affect the terms of the conditional order lifting the automatic
stay entered in favor of Midwest Independent Bank.

As reported in the Troubled Company Reporter on Sept. 10, 2014,
the Debtor requested a 90-day extension period of the exclusive
period within which it may file a plan to Nov. 24, 2014, and an
extension of 60 days to obtain acceptances of a plan to Jan. 23,
2015.

As to the extension of filing a plan, the Debtor asked that an
additional 45 days be given.  The court, on April 28, 2014,
directed the debtor to file a plan on or before Aug. 26, 2014.
Despite, however, of the willingness of the debtor to file a plan,
the Debtor said it still needs to gather some additional financial
documentation in order to append to the disclosure statement.

Moreover, an offer for the purchase of the 350 acres in favor of
the debtor will substantially change the disclosure statement.

Lastly, the Debtor required more time to advance the prospects in
the sale of its real properties.

                          MIB's Objection

Midwest Independent Bank, a creditor, submitted its limited
objection stating that the Court order stated that the Debtor will
have until Nov. 30, 2014, to close on any contracts for the sale
of the real estate encumbered by and serving as collateral to
secure the repayment of debt obligations owed by the Debtor to
MIB.  MIB objected to the motion on the grounds that it appears to
extend the Nov. 30 deadline set forth in the order.

In a separate filing MIB stated that through its limited
objection, it intended to preserve the terms of and its interests
under the order.

                  About Harris Land Development

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

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

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


HAYDEL PROPERTIES: BancorpSouth's Bid for Stay Relief Denied
------------------------------------------------------------
Bankruptcy Judge Katharine M. Samson denied, as moot, BancorpSouth
Bank's motion to lift the automatic stay, order abandonment, and
dismiss or convert the Chapter 11 case of Haydel Properties, LP,
to one under Chapter 7.

The parties have advised the Court that the 2011 ad valorem taxes
for the subject property have been paid.

As reported in the Troubled Company Reporter on July 1, 2014,
BancorpSouth notified the Court that Haydel Properties and Gerald
W. Haydel were in default to the Court order dated April 8, 2014.
BancorpSouth said that the Debtors failed to make timely payments
to the bank as stated in the order.  BancorpSouth also notified
the Court that it intends to seek relief from the automatic stay
and undertake appropriate foreclosure proceedings or other action.

                    About Haydel Properties LP

Haydel Properties LP, based in Biloxi, Mississippi, filed for
Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on
Jan. 11, 2012.  Judge Katharine M. Samson presides over the case.
Christy Pickering serves as accountant.  The Debtor disclosed
$11.7 million in assets and $6.8 million in liabilities as of the
Chapter 11 filing.

The Debtor is represented by Robert Gambrell, Esq., at Gambrell &
Associates, PLLC, and Patrick A. Sheehan, at Sheehan & Johnson,
PLLC.

The Debtor won confirmation of its First Amended Plan of
Reorganization.  The Plan was conceived by management as an
alternative to the more drastic measures available for
restructuring the Company's debt, such as total liquidation of
equipment and properties.  The Debtor will continue to operate the
rental business and market numerous parcels of real property.


HILLENBRAND INC: Moody's Lowers Sr. Unsecured Debt Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured rating
of Hillenbrand Inc.'s debt to Ba1 from Baa3, and also assigned Ba1
Corporate Family and Ba1-PD Probability of Default Ratings and a
SGL-2 liquidity rating. The rating outlook is stable.

Ratings:

Downgrade:

  $150 million senior unsecured notes due 2020: downgraded to
  Ba1/LGD-4 from Baa3

Assigned:

  Corporate Family Rating: Assigned Ba1

  Probability of Default: Assigned Ba1-PD

  Speculative Grade Rating: SGL-2

Ratings Outlook: Changed to Stable from Negative.

Ratings Rationale

The downgrade of the senior unsecured rating to Ba1 from Baa3
reflects Moody's expectation for less predictability in cash flow,
and added operational and integration risk from the acquisitions
resulting in a financial profile consistent with other companies
also rated in the high Ba range. Moody's expects Hillenbrand to
continue to transition to a higher growth, but more cyclical
manufacturing orientation from the slowly declining, but more
stable casket company. Moody's expects acquisition activity will
resume as the company expands its Process Equipment Group and
leverage approaches its targeted levels, although the company has
reduced debt since purchasing Coperion AG in late 2012.

With Moody's expectation for $150-200 million annual acquisition
spending and annual free cash flow of around $100 million, funds
from operations to adjusted debt would be below 25% and adjusted
debt to EBITDA just above 3.0x at September 30, 2015. These
metrics would be in line with other Ba rated companies at
Hillenbrand's scale. Furthermore, Hillenbrand's business risk is
increasing as the diverse new units are brought under
Hillenbrand's control, and there remains some uncertainty of the
pace and the overall magnitude of investments as the company moves
to diversify away from its traditional line of business.

The stable outlook reflects Moody's expectation for low single
digit percent revenue growth, as the declining core casket
manufacturing operation is more than offset by growth in process
equipment manufacturing, with minimal margin expansion.

The company's liquidity is good as indicated by the SLG-2 rating
driven by meaningful revolver availability, Moody's expectation
for free cash flow, and cash on the balance sheet.

A maturation of the process equipment businesses and management
demonstrating a capability to successfully generate a good return
on multiple business segments would be important considerations
for an upgrade. In addition, expectations for sustained funds from
operations to adjusted debt approaching 30%, Moody's adjusted
leverage below 3.0x, and EBITA to interest over 5.0x would be
important factors. A substantial debt funded acquisition could
lead to a downgrade. A sale of, or more rapid decline of
Batesville's business beyond the low single digit decline
expected, could also lead to a downgrade, as could sustained debt
to EBITDA exceeding 4x (after Moody's adjustments).

Hillenbrand Inc. is a holding company comprised of Batesville
Casket Company and the process equipment group which manufactures
handling and screening equipment used in many industries. Moody's
projects revenue and cash from operations of about $1.8 billion
and $190 million, respectively, for the year ending September
2015.

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


HOLT DEVELOPMENT: Court Confirms First Amended Plan
---------------------------------------------------
The U.S. Bankruptcy Court entered an order:

   1. confirming Holt Development Co.'s First Amended Plan of
Reorganization dated Nov. 1, 2013; and

   2. in light of confirmation of the Plan, rendering moot a
motion for relief from automatic stay.

As reported in the Troubled Company Reporter on May 22, 2014,
the Debtor and Heritage Bank, a secured creditor, submitted to the
Bankruptcy Court a third status report regarding the proposed
amendments to the Debtor's Plan of Reorganization dated Nov. 1,
2013, and the proposed amendments to the accompanying disclosure
statement.

The parties' status report provides that, among other things, the
Debtor will be filing its consensual amended plan and an amended
disclosure statement, no later than May 31.

At the Jan. 14, 2014 hearing, counsel for the Debtor and Heritage
advised the Court that the Debtor and Heritage had reached an
agreement concerning the allowance and treatment of Heritage's
secured claims in the case, and that the parties were circulating
proposed amendments to the Plan and the Disclosure Statement.  The
amended, consensual plan will provide for the conveyance of
certain portions of the Debtor's properties located at Pleasant
View Village in Pleasant View, Tennessee.

The parties also were to meet with engineers to address and
resolve all issues concerning the Debtor's construction general
permit with the Tennessee Department of Environment and
Conservation.

                            The Plan

As reported in the Troubled Company Reporter on Nov. 29, 2013,
according to the Disclosure Statement, the primary source of
funding for distributions under the Plan to nonpriority unsecured
non-insider creditors is the ongoing revenue stream from the
operations of the Pleasant View Project.

The Plan provides for this treatment of claims:

   Class 3 Claims of Heritage Bank.  The reorganized Debtor will
execute and deliver to Heritage Bank a promissory note having a
principal amount equal to the Loan Balance EDOP.

   Class 4 Claims of Doris E. Napiwoski.  On the Effective Date of
the Plan, or as soon as practicable thereafter, the following
actions, terms and conditions will be performed and implemented:
By warranty deed the Debtor will sell, transfer and convey to M&D
Investments, LLC, a Tennessee limited liability company, all the
Debtor's right, title and interest in, under and to all real
properties, or interests therein, which remain subject to the
liens provided in the three (3) deeds of trust recorded
prepetition for the benefit of the Class 4 Claimant, as the same
may have heretofore been modified.

   Class 5 Unsecured Claims of Holt Construction, Inc. and Dannie
R. Holt and Melba Holt.  The legal, equitable and contractual
rights to which the claims of the Class 5 Claimants entitle the
holders thereof are not altered by the Plan, except as follows:
all such claims are subordinated to the rights of all other
holders of Allowed Claims in the Case.

   Class 6 Claims of Pleasant View Village Square, Inc.  The
legal, equitable and contractual rights to which the claims of the
Class 6 Claimant entitle the holder thereof are not altered by the
Plan.

   Class 7 Unsecured Claims not entitled to priority and not
expressly included in the definition of any other class.  In full
settlement, satisfaction and discharge of the allowed claims of
the Class 7 Claimants, the reorganized Debtor will remit to each
Class 7 Claimant on the Effective Date of the Plan cash equal to
one-half of the allowed amount of its claim.

   Class 8 Interests. The legal, equitable and contractual rights,
to which the interests of the Class 8 Interests entitle the
holders thereof, are not altered by the Plan.

A copy of the Disclosure' Statement is available for free at

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

A copy of the Plan order is available for free at

      http://bankrupt.com/misc/HoltDevelopment_127_planorder.pdf

                       About Holt Development

Holt Development Co., LLC, filed a Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 13-06154) on July 16, 2013.  The petition was
signed by Dannie R. Holt as chief manager.  Judge Randal S.
Mashburn presides over the case.  The Debtor estimated assets of
at least $10 million and debts of at least $1 million.

In its schedules, the Debtor disclosed $12,577,049 in assets and
$10,342,933 in liabilities as of the Petition Date.  The Debtor is
in the business of developing improved and unimproved properties
in Pleasant View, Cheatham County, Tennessee.

The Debtor is represented by Thomas H. Forrester, Esq., at
GULLETT, SANFORD, ROBINSON & MARTIN, PLLC.

Heritage Bank is represented by Robert C. Goodrich, Jr., and
STITES & HARBISON, PLLC.


INTERCEPT ENERGY: Incurs C$921-K Net Loss for Q2 Ended June 30
--------------------------------------------------------------
Intercept Energy Services Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 6-K, disclosing a
net loss of C$921,173 on C$501,190 of revenue for the three months
ended June 30, 2014, compared with a net loss of C$683,915 on
C$128,597 of revenue for the same period last year.

The Company's balance sheet at June 30, 2014, showed C$4.61
million in total assets, C$7.51 million in total liabilities and
total stockholders' deficit of C$2.9 million.

The Company incurred a net loss for the six months ended June 30,
2014 of C$1.34 million with a total accumulated deficit of C$19.74
million.  There is doubt about the Company's ability to continue
as a going concern.  The Company's continuation as a "going
concern" is dependent upon its ability to achieve profitable
operations, upon the continued financial support of its
shareholders and upon its ability to obtain additional financing
or equity.  While the Company has been successful in securing
financings in the past, there is no assurance that it will be able
to do so in the future.

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

                       http://is.gd/I4NQd6

Vancouver, Canada-based Intercept Energy Services Inc. is an
oilfield service company primarily focused on servicing oilfield
and gas companies, including their fracing operations, through its
wholly owned subsidiary, Intercept Rentals.  The Company provides
an existing line of services and equipment to the oil & gas
industry with products that focus on efficiency and safety.  The
Company's heating technology called the BIG HEAT, is a pending
propane powered Frac Water Heating System that provides a safer,
and more efficient heating method than the methods used by the oil
and gas companies and their fracking operations.


INTERFACE SECURITY: Incurs $12.9-Mil. Net Loss for Q2
-----------------------------------------------------
Interface Security Systems Holdings, Inc., filed its quarterly
report on Form 10-Q, disclosing a net loss of $12.9 million on
$27.43 million of total revenue for the three months ended June
30, 2014, compared to a net loss of $12.09 million on $31.74
million of total revenue for the same period last year.

The Company's balance sheet at June 30, 2014, showed $186.38
million in total assets, $301.72 million in total liabilities,
$163.4 million in total mezzanine equity and total stockholders'
deficit of $278.74 million.

During the three months ended March 31, 2014, the Company had an
interest payment of $10.6 million due on July 15, 2014 related its
9-1/4% Senior Secured Notes due 2018 for which insufficient funds
were available to pay the interest payment when it became due,
which raised 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/FPpGkT

Interface Security Systems Holdings, Inc., through its subsidiary
Interface Security Systems, LLC, provides electronic-security
services.  The company provides intrusion alarms, fire/life safety
and evacuation systems, fire sprinkler monitoring, access control,
camera surveillance, integrated systems, remote video solutions,
GPS tracking, music and home theater, electronics networks, U.L.
certification, testing and maintenance services.  The company
serves commercial and residential customers in Illinois, Indiana,
Missouri, Arkansas, Tennessee, Louisiana, Mississippi and Texas,
and California.  Interface Security Systems Holdings, Inc. is
based in Earth City, Missouri.


INVERSIONES ALSACIA: Seeks Votes for Prepack Ch. 11 Plan
--------------------------------------------------------
Inversiones Alsacia S.A., together with Express de Santiago Uno
S.A. and their subsidiaries and affiliates, on Sept. 15 disclosed
that it has commenced solicitation of votes for a prepackaged plan
of reorganization to be filed under chapter 11 of the United
States Bankruptcy Code.  The solicitation is being carried out
pursuant to a disclosure statement dated September 15, 2014.

Under the terms and conditions of the Plan, qualified holders of
the Company's 8.0% senior secured notes due 2018 will receive (i)
new notes issued by the Company with a principal amount equal to
the aggregate of (a) the principal amount of the Existing Notes
that they hold plus (b) accrued and unpaid interest thereon at a
rate of 8.0% per annum through and including September 30, 2014
and (ii) a cash payment, to be made on the issue date of the New
Notes, in an amount equal to the interest accruing on the
aggregate of the Old Note Amount and the Capitalized Interest
Amount from and including October 1, 2014 through and excluding
the Issue Date at a rate of 8.0% per annum.

The New Notes will have an initial maturity of December 31, 2018,
which may be extended in the event that the Company successfully
obtains extensions of its concessions through at least April 22,
2021.  The New Notes will bear interest at a rate of 8.0% per
annum, which is the same as the interest rate applicable to the
Existing Notes, and will have semi-annual mandatory amortizations
as set forth in the Plan, as well as mandatory redemptions in the
event that the Company generates excess cash.

The bondholders are the only impaired class, according to the Plan
disclosure statement.  Senior Secured Notes Claims are expected to
recoup 46.6% to 100% of their allowed claims.

Holders of Other Secured Claims, Other Priority Claims, General
Unsecured Claims, Intercompany Claims, and Subordinated Claims
will receive 100% of their allowed claims.  Holders of Interests
will be reinstated.

Further detail on the terms and conditions of the New Notes is
contained in the description of the New Notes included as an
exhibit to the Plan.  Confirmation of the Plan remains subject,
among other things, to the successful solicitation of consents and
confirmation by the United States Bankruptcy Court for the
Southern District of New York.

The terms of the Plan were previously agreed in a Restructuring
and Plan Support Agreement, dated as of August 31, 2014 entered
into by the Company with an informal group of holders that,
collectively, holds more than 60.0% of the principal amount of the
Existing Notes.  The Informal Group has agreed to vote in favor of
the Plan, subject to the terms and conditions of the RPSA.

A Company spokesman commented, "The Company expects to continue to
provide uninterrupted bus services to the citizens of Santiago and
will continue to meet its obligations to its vendors and
employees, who will not be negatively impacted in any way by the
restructuring of the Existing Notes.  In addition, the
restructuring of the Existing Notes will better position the
company to invest in new low emission buses that will enable it to
provide improved service to the Chilean public."

The Company has not experienced and does not expect to experience
any disruptions in its operations during its reorganization
process.  Specifically, the Company expects to continue to:

     -- operate its full schedule of services to the citizens of
Santiago;

     -- provide its employees with wages, healthcare coverage,
vacation days, and similar benefits without interruption; and

     -- pay suppliers for goods and services received throughout
the reorganization process.

No other creditors or suppliers have been, or should be, affected
by the restructuring of the Existing Notes that is to be
implemented in accordance with the Plan.  The Company remains
current on all of its other obligations as of the date of this
announcement.

In addition, the Company on Sept. 15 disclosed that it and the
Informal Group have agreed to amend the RPSA to replace the
exhibits to the RPSA -- specifically, Exhibit A (Plan), Exhibit B
(Cash Collateral Order) and Exhibit C (Description of New Notes)
-- with modified exhibits.

Copies of the Disclosure Statement, including: (i) the Plan, (ii)
the RPSA, (iii) financial projections, (iv)  the description of
New Notes and (v) the Company's historical financial statements,
and the RPSA amendment are available on the Company's website --
www.alsacia.cl or www.expsl.cl -- under the heading
"Inversionistas - Comunicados y Noticias" for both Inversiones
Alsacia S.A. and Express de Santiago Uno S.A.

The Debtors are represented by:

     Lisa M. Schweitzer, Esq.
     CLEARY GOTTLIEB STEEN & HAMILTON LLP
     One Liberty Plaza
     New York, NY 10006
     Telephone: (212) 225-2000
     Facsimile: (212) 225-3999
     Tel: 212 225 2629
     Fax: 212 225 3999
     E-mail: lschweitzer@cgsh.com

Prime Clerk LLC serves as balloting agent.

According to the documents filed together with the Plan, the
Company had total assets of ThCh$209,901,260 against total
liabilities of ThCh$240,576,198 at Dec. 31, 2013.

                          About Alsacia

Alsacia, together with its affiliate, Express de Santiago Uno
S.A., are collectively the largest operator in the Transantiago
Transportation System, transporting approximately 800,000
passengers every day, throughout 35 communities in Santiago,
Chile, which accounts for more than 30% of the passengers in
Transantiago.

Alsacia and Express belong to an international holding company
with interests in public passenger transportation, environmental
solutions, outsourcing services and real estate development in
Chile, Colombia, Panama, Peru and the United States of America.

                           *     *     *

In September 2015, Moody's Investors Service confirmed the senior
secured Caa3 rating of Inversiones Alsacia S.A. and changed the
rating outlook to negative concluding the rating review that was
initiated on August 20.  The rating confirmation at Caa3 reflects
Moody's current assessment of the expected loss to bondholders
following the payment default of required interest and principal
that occurred on August 18, and the subsequent announcement that
the notes would be restructured. Specifically, the Caa3 rating
incorporates the view that based upon Moody's understanding of the
restructuring proposal and Moody's belief that the restructuring
will be executed as contemplated, recovery prospects for current
bond holders should exceed 65%.


INVERSIONES ALSACIA: Solicitation Materials Now Available
---------------------------------------------------------
Inversiones Alsacia S.A., together with Express de Santiago Uno
S.A. and their subsidiaries and affiliates, on Sept. 15 disclosed
that copies of the disclosure statement for their prepackaged plan
of reorganization to be filed under chapter 11 of the United
States Bankruptcy Code dated September 15, 2014, including: (i)
the Plan, (ii) RPSA, (iii) financial projections, (iv)  the
description of New Notes and (v) the Company's historical
financial statements, and the RPSA amendment are now also
available at https://cases.primeclerk.com/alsacia

                          About Alsacia

Alsacia, together with its affiliate, Express de Santiago Uno
S.A., are collectively the largest operator in the Transantiago
Transportation System, transporting approximately 800,000
passengers every day, throughout 35 communities in Santiago,
Chile, which accounts for more than 30% of the passengers in
Transantiago.

Alsacia and Express belong to an international holding company
with interests in public passenger transportation, environmental
solutions, outsourcing services and real estate development in
Chile, Colombia, Panama, Peru and the United States of America.

                           *     *     *

As reported by the Troubled Company Reporter-Latin America on
Oct. 18, 2013, Moody's Investors Service downgraded the senior
secured rating of Inversiones Alsacia S.A. to Caa2 from B2.
Moody's said the rating continues on review for possible
downgrade.


IOWA GAMING: Wins Dismissal of Own Chapter 11 Cases
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
granted in its entirety the request of Iowa Gaming Company, et
al., and dismissed their Chapter 11 cases.

Following dismissal, the Debtors, Iowa Racing and Gaming
Commission, SCE Partners, LLC and Missouri River Historical
Development, Inc., are directed to take any and all action
necessary to effect the withdrawal of the Debtors' Automatic Stay
Appeal.  The Debtors are also directed to pay all outstanding and
accrued statutory fees to the Office of the United States Trustee
within 30 days of dismissal.

                         About Iowa Gaming

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

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

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

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


LATITUDE 360: Amends Second Quarter 2014 Financial Report
---------------------------------------------------------
Latitude 360, Inc., filed an amendment to its quarterly report on
Form 10-Q, disclosing a net loss of $2.39 million on $1.43 million
of net sales for the three months ended June 30, 2014, compared to
a net loss of $6,660 on $38,433 of net sales for the same period
in last year.

The Company's balance sheet at June 30, 2014, showed $52.5 million
in total assets, $65.8 million in total liabilities, and a
stockholders' deficit of $13.3 million.

As of June 30, 2014, the Company had cash and cash equivalents of
$117,000 and a working capital deficit of $23 million.  During the
past two years, the Company has experienced net losses.  The
Company anticipates its operating cash flows to continue to be
negative during the construction and development periods for its
new venues.  While the Company currently operates as a going
concern, certain significant factors raise substantial doubt about
our ability to continue to operate as a going concern.  The
Company has incurred significant losses since inception.  These
factors, among others, raise substantial doubt about its ability
to continue to operate as a going concern, according to the
regulatory filing.

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

                       http://is.gd/IS2i8Y

Latitude 360, Inc., is a casual dining and entertainment venue
operator.  It develops, constructs, and operates restaurant/
entertainment venues.  The company's restaurant/entertainment
venues feature a grille and bar; luxury bowling lanes; a dine-in
movie theater with home theater-style seating; a dine-in live
performance theater; a HD sports theater; a bar with a dance floor
and stage for the DJ/VJs and regional bands on weekends; a luxury
boutique cigar lounge; and an interactive game room.  It operates
restaurant/entertainment venues in Jacksonville, Florida;
Pittsburgh, Pennsylvania; and Indianapolis, Indiana to serve
consumers and corporate clients.  The company was formerly known
as Latitude Global, Inc. and changed its name to Latitude 360,
Inc. in January 2014.  The company was founded in 2009 and is
based in Jacksonville, Florida.  Latitude 360, Inc. operates as a
subsidiary of The Brownstone Group LLC.


LEGEND OIL: Reports $932,000 Net Loss for June 30 Quarter
---------------------------------------------------------
Legend Oil and Gas Ltd. filed its quarterly report on Form 10-Q,
disclosing a net loss of $932,942 on $112,936 of oil and gas
revenue for the three months ended June 30, 2014, compared to a
net loss of $447,110 on $627,449 of oil and gas revenue for the
same period last year.

The Company's balance sheet at June 30, 2014, showed $1.51 million
in total assets, $5.04 million in total liabilities and total
stockholders' deficit of $3.53 million.

The uncertainties relating to the Company's ability to repay the
obligations to the Bank and Hillair (and to execute the Company's
business plan) continue to 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/31ho2Q

Seattle, Washington-based Legend Oil and Gas, Ltd. is engaged in
the exploration, development, and production of oil and gas found
in properties in Western Canada and the United States.  The
Company acquires non-producing and producing oil and gas interests
and develops oil and gas properties that it owns or has leasehold
interests.


LONGVIEW POWER: Insurer Stuck With $336M Lien Coverage Suit
-----------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge allowed coal
plant operator Longview Power LLC to pursue insurance it needs to
execute its reorganization, thwarting First American Title
Insurance Co.'s challenge to a lawsuit seeking coverage for $336
million in mechanics' liens.  According to the report, Longview
can maintain its declaratory judgment suit against First American
and can litigate the coverage issue in its Chapter 11 proceeding,
rather than in a parallel California lawsuit brought by the
insurer, U.S. Bankruptcy Judge Brendan Linehan Shannon ruled.

                    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.


LV HARMON: Court Approves Gordon Silver as Bankruptcy Counsel
-------------------------------------------------------------
Bankruptcy Judge August B. Landis authorized LV Harmon LLC, et
al., to employ Gordon Silver as counsel nunc pro tunc to the
Petition Date.

The hourly rates of GS' personnel are:

         Shareholders                      $395 to $775
         Counsel or Senior Counsel         $365 to $625
         Associates                        $200 to $350
         Paraprofessionals                 $145 to $190

The hourly rates for the GS attorneys with primary responsibility
for the matter are:

         Gerald M. Gordon                      $775
         (Partner - Financial Restructuring)

         Candace C. Clark                      $260
         (Associate - Financial Restructuring)

Other attorneys and paralegals, from time to time, will assist in
the representation of the Debtors in connection with the Chapter
11 Cases at GS's standard hourly rates in effect for the
personnel.

To the best of Debtors' knowledge, GS is a "disinterested person"
as that term is defined in Sections 101(14) and 327 of the
Bankruptcy Code.

                       About LV Harmon LLC

LV Harmon LLC and four of its affiliates filed separate Chapter 11
bankruptcy petitions (Bankr. D. Nev. Case Nos. 14-14360 to
14-14364) on June 25, 2014.  The petitions were signed by
Massimiliano Ferruzzi as authorized signatory.  The Debtors
disclosed $4,095,191 in assets and $525,345,325 in liabilities as
of the Chapter 11 filing.  Gordon Silver serves as the Debtors'
counsel.  Judge August B. Landis presides over the case.


MILLER AUTO PARTS: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                    Case No.
     ------                                    --------
     Johnson Industries, Inc.                  14-68111
     5944 Peachtree Corners East
     Norcross, GA 30071

     Miller Auto Parts & Supply Company, Inc.  14-68113
     5944 Peachtree Corners East
     Norcross, GA 30071

     Miller Auto Parts & Paint Company, Inc.   14-68114
     5944 Peachtree Corners East
     Norcross, GA 30071

     AutoPartsTomorrow.com                     14-68116

Type of Business: Distributors of automotive parts and service
                  equipment, offering a unique product mix of both
                  original equipment and aftermarket products.

Chapter 11 Petition Date: September 15, 2014

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Hon. Mary Grace Diehl

Debtors' Counsel: Ashley Reynolds Ray, Esq.
                  SCROGGINS & WILLIAMSON, P.C.
                  1500 Candler Building
                  127 Peachtree Street, NE
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  Fax: (404) 893-3886
                  Email: aray@swlawfirm.com

                     - and -

                  J. Robert Williamson, Esq.
                  SCROGGINS AND WILLIAMSON, P.C.
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  Email: rwilliamson@swlawfirm.com

                         centralstation@swlawfirm.com

Debtors'          GGG PARTNERS, LLC
Financial
Consultants:


Debtors' Claims   LOGAN & COMPANY
Noticing, and
Balloting Agent:

                                      Estimated     Estimated
                                        Assets     Liabilities
                                      -----------  -----------
Johnson Industries, Inc.              $10MM-$50MM  $10MM-$50MM
Miller Auto Parts & Supply Co.        $10MM-$50MM  $10MM-$50MM

The petitions were signed by Randy Kulamer, chief executive
officer.

List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Federal - Mogul Corp                                    $486,069
PO BOX 636438
Cincinnati, OH 45263-6438

Denso Sales California, Inc.                            $348,558
P.O. Box 601009
Pasadena, CA 91189-1009

Global Parts Distributors, LLC                          $340,932
P O Box 538461
Atlanta, GA 30353-8461

Cummins Filtration Inc.                                 $266,537
91864 Collection Centers Dr
Chicago, IL 60693-1864

Honeywell                                               $208,675

Carlisle Brake and Friction                             $121,788

WIX Filtration Corp                                     $121,613

Dorman Products                                         $121,586

Standard Motor Products, Inc.                           $111,995

Monroe Auto Equipment Company                           $110,042

Valvoline                                                $93,421

Middle Atlantic Warehouse                                $92,657

ISN-Integrated Supply Network                            $87,041

Ashland Inc.                                             $79,430

Robert Bosch LLC                                         $71,880

Tenneco Automotive                                       $70,235

Troncalli Chrysler - 52958                               $69,873

Bendix Commercial Vehicles Systems                       $68,682

IAP Inc.                                                 $66,013

Motorcar Parts of America                                $64,858

Gates Rubber Company                                     $60,231

Alliance Parts Warehouse LLC                             $51,416

Performance Friction Corp.                               $48,573

The Timken Corporation                                   $47,531

3M                                                       $43,888

Cardone Industries, Inc.                                 $41,426

Soms Technologies, LLC                                   $40,001

Extang Corporation                                       $34,618

Amrep, Inc.                                              $32,636

Tri Star Doge Jeep                                       $30,942


MONROE HOSPITAL: Oct. 13 Auction Set; Competing Bids Due Oct. 9
---------------------------------------------------------------
Bankruptcy Judge James M. Carr approved bidding procedures to
govern the sale of substantially all of Monroe Hospital LLC's
assets.

As reported in the Troubled Company Reporter on Sept. 12, 2014,
the Debtor's 32-bed acute-care surgical hospital in Bloomington,
Indiana, will be sold to an affiliate of Prime Healthcare Services
Inc. absent a better offer.  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 hospital seeks a hearing to approve the
sale not later than Oct. 17.

A copy of the terms of the stalking horse agreement is available
for free at http://bankrupt.com/misc/MONROEHOSPITAL_60_sale.pdf

The Court order provides that, among other things:

   -- an auction on the assets will be held on Oct. 13, 2014, at
10:00 a.m. at the offices of Bingham Greenebaum Doll, 2700 Market
Tower, 10 West Market Street, Indianapolis, Indiana;

   -- qualified bids are due Oct. 9, at 5:00 p.m.

   -- all qualified bidders who wish to attend the auction, must
      inform the Debtor's counsel by 4:00 p.m. on Oct. 11;

   -- a sale hearing will be held on Oct. 22, at 10:00 a.m.;

   -- objections, if any, are due 4:00 p.m. on Oct. 17.

The Debtor -- in consultation with any official committee, its
lessor MPT Bloomington, LLC, and Universal Financial Services,
L.P., and in accordance with the terms of the bidding procedures
-- may impose additional terms and conditions of the sale at or
before the auction, provided that such rules are consistent with
these Bidding Procedures and will result in the highest, best or
otherwise financially superior offer for the assets.

The Debtor will afford any qualified bidder due diligence access
or additional information as the Debtor which must include
contractual obligations to limit access to certain proprietary
information and federal and state laws relating to patient
privacy, including HIPAA.  The Debtor must promptly advise Prime
in the event any other potential bidder receives diligence that
prime has not previously received, and the Debtor will promptly
provide that diligence to Prime.

The Court will also conduct a hearing Oct. 2, at 10:00 a.m. to
determine whether the Master Equipment Lease Agreement #30117 as
later modified and amended between UFS and the Debtor is a "true
lease" or a disguised financing arrangement.  Any pleadings in
relation to the matter are due Sept. 29.

                          Sale Objections

Parties-in-interest lodged objections to Monroe Hospital's motion
to sell substantially all its assets.

Premier Healthcare, LLC, stated that the Debtor has yet to file
its bankruptcy schedules.  Without the bankruptcy schedules,
parties, like Premier, do not know what assets the Debtor has.
Without knowing what assets the Debtor has, parties do not know
what they would be bidding on at the proposed auction.

On Aug. 22, 2014, the Debtor filed the bid procedures motion,
seeking Court approval of certain bid procedures.  With the
motion, the Debtor attached the stalking horse agreement, whereby
Prime Healthcare Services-Monroe, LLC would be the purchaser of
substantially all of the Debtor's assets.

Universal Financial Services, L.P., said neither the Debtor's
bidding procedures motion nor its motion for entry of an order
authorizing the sale, specified exactly what the Debtor is
selling.

As of the Petition Date, the Debtor was in arrears on the lease in
the total amount of $1,334,425, which amount includes past due
rent and Indiana property tax.  UFS's original cost for the
equipment was $13,999,786.30.

Nancy J. Gargula, U.S. Trustee, also objected to the Debtor's sale
motion to the extent it requests a finding that a consumer privacy
ombudsman is not necessary and for such further relief as is just
and proper.

On July 23, 2014, MPT, the Debtor, Vibra Acute Care, LLC and Prime
Healthcare Services-Monroe LLC entered into a letter of intent
which contemplates the sale of the assets and operations of the
Debtor to an affiliate of Prime Services, Prime Healthcare
Management, Inc., and the real estate would be leased to prime
Management.  The LOI also contemplates MPT to provide the Debtor
postpetition financing and MPT authorizing the Debtor to use its
cash collateral, subject to certain conditions.

                        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.


MONROE HOSPITAL: Court Approves Bingham Greenebaum as Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court authorized Monroe Hospital, LLC, to
employ Bingham Greenebaum Doll LLP as counsel.

Thomas C. Scherer, a member at BGD, tells the Court that the
hourly rates of BGD's personnel are:

         Thomas C. Scherer, partner               $400
         Whitney Mosby, partner                   $320
         James R. Irving, of counsel              $275
         Susan Mays, paralegal                    $210

Mr. Scherer assured the Court that BGD is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                        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.


MONROE HOSPITAL: Wins Final Approval to Incur Debt and Use Cash
---------------------------------------------------------------
Bankruptcy Judge James M. Carr entered a final order authorizing
Monroe Hospital, LLC to:

   -- use cash collateral;

   -- grant adequate protection to the Debtor's Prepetition
Secured Lenders and to Cardinal Health;

   -- obtain postpetition financing from MPT Development Services,
Inc.; and

   -- grant liens to the Postpetition Lender.

As of the Petition Date, the Debtor is liable for payment of the
Prepetition Debt, and that Debt will be an allowed claim in an
amount not less than $121,752,898, exclusive of accrued and
accruing Allowable 506(b) Amounts;

The Debtor has said it needs to use cash collateral and incur
postpetition debt to operate its business.

As adequate protection from any diminution value of the lenders'
collateral, the Debtor will grant the Prepetition Lender and
Cardinal Health replacement liens in the postpetition collateral.

Certain material terms of the postpetition debt include, among
other things:

   i) The maximum principal amount of Postpetition Debt
outstanding will not at any time exceed the DIP Commitment
($4,000,000).

  ii) The Postpetition Debt will initially bear interest at a per
annum rate equal to equal to 12%.

iii) The Postpetition Debt will mature and be due and payable in
full by Debtor on the termination date which is earliest to occur
of: (a) the date on which Postpetition Lender provides written
notice to counsel for Debtor and counsel for any Committee of the
occurrence and continuance of an Event of Default; (b) the closing
date of the sale of substantially all of the assets of Debtors in
accordance with the sale covenants; (c) the date on which the
aggregate debt is indefeasibly paid in full in cash; and (d)
Dec. 1, 2014.

A copy of the cash collateral order is available for free at
http://bankrupt.com/misc/MONROEHOSPITAL_87_CCord.pdf

Premier Healthcare, LLC, as creditor, objected to the motion
stating that it does not consent to the Debtor's use of cash
collateral and the financing motion on these grounds:

   1. the financing motion includes no contracts or other evidence
to support this;

   2. the Debtor has not filed a proposed final order approving
the financing order; and

   3.  the financing agreement proposed to provide a blanket
release from the Debtor to the Postpetition Lender, MPT and their
respective affiliates, and each of their respective present and
former officers, directors, shareholders, members, partners,
managers, attorneys, agents, representatives, trustees, employees,
and other representatives.

Premier Healthcare is represented by:

         Michael K. McCrory, Esq.
         Mark R. Owens, Esq.
         Jonathan D. Sundheimer, Esq.
         BARNES & THORNBURG LLP
         11 South Meridian Street
         Indianapolis, IN 35204-3535
         Tel: (317) 236-1313
         Fax: (317) 231-7433
         E-mails: michael.mccrory@btlaw.com
                  mark.owens@btlaw.com
                  jsundheimer@btlaw.com

                        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.


NAUTILUS HOLDINGS: Wants Nov. 7 Set as General Claims Bar Date
--------------------------------------------------------------
Nautilus Holdings Limited, et al., ask the Bankruptcy Court to
establish:

   1. Nov. 7, 2014, at 5:00 p.m., as general bar date; and

   2. Dec. 22, at 5:00 p.m., as governmental bar date.

The Debtors proposed a hearing on the matter on Sept. 23, 2014, at
2:00 p.m., Objections, if any, were due Sept. 16.

Proofs of claim must be submitted to the claims agent:

If by first class mail:

         Nautilus Holdings Limited Claims
         c/o Epiq Bankruptcy Solutions, LLC
         FDR Station, P.O. Box 5071
         New York, NY 10150-5071

If by overnight courier or hand delivery:

         Nautilus Holdings Limited Claims Processing Center
         c/o Epiq Bankruptcy Solutions, LLC
         757 Third Avenue, 3rd Floor
         New York, NY 10017

If delivered by hand:

         U.S. Bankruptcy Court
         Southern District of New York
         900 Quarropas Street
         White Plains, NY 10601-4150

                    About Nautilus Holdings

Nautilus Holdings Limited and 20 affiliated companies, including
Nautilus Holdings No. 2 Limited, filed bare-bones Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 14-22885) in
White Plains, New York, on June 23, 2014.

The affiliates are Nautilus Holdings No. 2 Limited; Nautilus
Shipholdings No. 1 Limited; Nautilus Shipholdings No. 2 Limited;
Nautilus Shipholdings No. 3 Limited; Able Challenger Limited;
Charming Energetic Limited; Dynamic Continental Limited; Earlstown
Limited; Findhorn Osprey Limited; Floral Peninsula Limited; Golden
Knighthead Limited; Magic Peninsula Limited; Metropolitan Harbour
Limited; Metropolitan Vitality Limited; Miltons' Way Limited;
Perpetual Joy Limited; Regal Stone Limited; Resplendent Spirit
Limited; Superior Integrity Limited; and Vivid Mind Limited.

The Debtors' cases have been assigned to Judge Robert D. Drain,
and are being jointly administered for procedural purposes.

Hamilton, Bermuda-based Nautilus estimated $100 million to $500
million in assets and debt.  Monrovia, Liberia-based Reminiscent
Ventures S.A. owns 100% of the stock.  Nautilus has tapped Jay
Goffman, Esq., Mark A. McDermott, Esq., Shana A. Elberg, Esq., and
Suzanne D.T. Lovett, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, as counsel; and AP Services, LLC, as financial
advisor.  Epiq Bankruptcy Solutions LLC serves as the claims and
noticing agent.


NEW ENGLAND COMPOUNDING: Pharmacist Pleads Not Guilty
-----------------------------------------------------
Law360 reported that a former pharmacist at the bankrupt drug
compounder that made and shipped tainted steroids, causing a
meningitis outbreak that killed 64, pled not guilty to one count
of mail fraud in Massachusetts federal court.  According to the
report, Glenn Adam Chin, who worked as a supervisory pharmacist at
the New England Compounding Center, entered the plea during his
arraignment before U.S. Magistrate Judge Jennifer C. Boal in
Boston, according to court records.

             About New England Compounding Pharmacy

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012,
after a meningitis outbreak linked to an injectable steroid,
methylprednisolone acetate ("MPA"), manufactured by NECC, killed
39 people and sickened 656 in 19 states, though no illnesses have
been reported in Massachusetts.  The Debtor owns and operates the
New England Compounding Center is located in Framingham, Mass.  In
October 2012, the company recalled all its products, not just
those associated with the outbreak.

Paul D. Moore, Esq., at Duane Morris LLP, in Boston, has been
appointed as Chapter 11 Trustee of NECC.  He is represented by
Jeffrey D. Sternklar, Esq., at DUANE MORRIS LLP.

An Official Committee of Unsecured Creditors appointed in the case
has been represented by BROWN RUDNICK LLP's William R. Baldiga,
Esq., Rebecca L. Fordon, Esq., Jessica L. Conte, Esq., and David
J. Molton, Esq.


NII HOLDINGS: Aurelius Capital Issues Statement on Ch. 11 Filing
----------------------------------------------------------------
Aurelius Capital Management, LP on Sept. 15 issued the following
statement regarding the commencement of Chapter 11 proceedings by
NII Holdings, Inc. and certain of its U.S. and Luxembourg
subsidiaries:

"An Aurelius-managed entity is the largest holder of bonds due
2016 and 2019 issued by NII Capital Corp. and the second largest
holder across all five series of NII bonds."

"An Aurelius-managed entity is the largest holder of bonds due
2016 and 2019 issued by NII Capital Corp. and the second largest
holder across all five series of NII bonds.

"Aurelius welcomes NII's Chapter 11 case as a means to restore the
Company to financial health and empower management to complete the
Company's operational turnaround.  Over the last several months we
have worked tirelessly with management toward that objective, and
we remain dedicated to it.

"We have taken the lead among bondholders in supporting a plan
that would allow the Company to emerge from Chapter 11 swiftly, by
deferring until after emergence the resolution (through litigation
or settlement) of many inter-creditor disputes.

Aurelius said it was ready last week to enter into a binding
agreement to support a plan (the "Reserve Plan") that would have:

     -- Converted all $4.35 billion of NII bonds into 100% of the
reorganized company's equity (before taking into account the
rights offering mentioned below and any management incentive
plan).

     -- Allocated that equity among the bondholders in accordance
with the absolute-priority rule.

     -- Raised fresh equity through a rights offering. Aurelius
offered to backstop $125 million of that rights offering.

     -- Deferred all inter-creditor disputes until after NII
emerges from Chapter 11.  A portion of the new equity would be
placed in reserve and released as each dispute is resolved,
whether through litigation or settlement. (Any settlements reached
before emergence would be taken into account in the initial
distribution of shares at emergence.)

"The Reserve Plan would be the best of all worlds because it
would:

     -- Restore NII to financial health within a matter of months.
Enable bondholders a full and fair opportunity to resolve any
inter-creditor disputes in an orderly way.

     -- Honor the absolute priority rule as among bondholders.

"A bondholder group primarily holding bonds of NII's Luxembourg
subsidiary has opposed the Reserve Plan. Their opposition tells us
that they (i) lack the courage of their convictions and (ii) hope
to extract more by holding the Company hostage in Chapter 11 than
they would if the inter-creditor disputes were resolved in a fair
and orderly manner afterward.

"Aurelius wants to see NII flourish for the benefit of all
bondholders.  As to inter-creditor issues, we are content to trust
the merits.  We urge other bondholders to do likewise.

"NOTE: Aurelius Capital Management, LP does not make any
representation or undertake any duty.  Nothing herein should be
considered investment advice or a recommendation to buy or sell
any securities."

                       About NII Holdings

With headquarters in Reston, Virginia, NII Holdings is an
international wireless operator with more than 7 million largely
post-pay, business subscribers.

NII Holdings and eight of its U.S. and Luxembourg domiciled
subsidiaries, including NII Capital Corp. and NII International
Telecom S.C.A., filed separate Chapter 11 bankruptcy petitions
(Bankr. S.D.N.Y. Case Nos. 14-12611 to 14-12619) on September 15,
2014, as the first step to restructuring debt obligations and
improve the Company's liquidity.

Judge Shelley C. Chapman presides over the case.  Scott Greenberg,
Esq., David G. Heiman, Esq., and Carl E. Black, Esq., at Jones
Day, serve as the Debtors' counsel.  Their restructuring advisors
are Alvarez & Marsal North America, LLC (Attn: Byron Smyl).  Their
financial advisors are Rothschild, Inc..  McKinsey Recovery &
Transformation Services U.S., LLC, serves as management
consultants. Prime Clerk LLC serves as the Debtors' Claims and
Noticing Agent.

In its petition, NII Holdings said total assets were $2.88 billion
and total liabilities were $3.47 billion as of June 30, 2014.  The
Company's consolidated balance sheet at June 30, 2014, showed
$7.44 billion in total assets, $8.02 billion in total liabilities
and a stockholders' deficit of $583.55 million, according to a
filing with the Securities and Exchange Commission.


NXT ENERGY: Posts C$1.29-Mil. Net Loss in Second Quarter
--------------------------------------------------------
NXT Energy Solutions Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 6-K, disclosing a
net loss of C$1.29 million on C$nil of survey revenue for the
three months ended June 30, 2014, compared to a net loss of C$1.15
million on C$nil of survey revenue for the same period last year.

The Company's balance sheet at June 30, 2014, showed C$8.24
million in total assets, C$678,265 in total liabilities and total
stockholders' equity of C$7.56 million.

According to the filing, the going concern basis of presentation
assumes that NXT will continue in operation for the foreseeable
future and will be able to realize its assets and discharge its
liabilities and commitments in the normal course of business.
There is substantial doubt about the appropriateness of the use of
the going concern assumption, primarily due to current uncertainty
about the timing and magnitude of future SFD survey revenues.  NXT
recognizes that it has limited ability to support operations for
the foreseeable future beyond 2014 without generating sufficient
new revenue sources or securing additional financing if required.

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

                       http://is.gd/nqnhwo

NXT Energy Solutions Inc. (TSX-V: SFD; OTC: NSFDF) is a Calgary
based company that provides a unique aerial survey service to the
oil and natural gas exploration industry.  NXT's proprietary
Stress Field Detection ("SFD(R)") survey technology is based on
detecting subtle changes in earth's gravitational field from an
airborne platform.


OHCMC-OSWEGO: Disclosure Statement Hearing Today
------------------------------------------------
The Bankruptcy Court will convene a hearing on Sept. 17, 2014, at
10:30 a.m., the hearing to consider adequacy of information in the
Disclosure Statement explaining OHCMC-Oswego, LLC's Modified Plan
of Liquidation dated June 30, 2014.

As reported in the Troubled Company Reporter on July 10, 2014,
according to the plan documents, the Debtor's assets will be sold
pursuant to the Court-approved sale procedures.  The Debtor
anticipates a sale process that will allow its real estate broker
adequate time to market the properties to ensure the Debtor
receives the highest and best offer for the properties.  The
proceeds of the sale of the properties will be used to satisfy the
secured claims of BMO and PNC.

Further, the Debtor will distribute a set sum of money that is
currently held in an escrow account with the Village of Oswego and
totaling $29,408 to unsecured creditors in accordance with the
Bankruptcy Code's priority scheme.

The Debtor currently has an offer from L.B. Anderson Construction,
Inc., the stalking horse bidder, to purchase the properties for
$11,750,000, absent higher and better offers.

The Debtor will solicit written bids from other potential bidders
with all such bids to be received no later than 4:00 p.m. on Sept.
12, 2014.  If the Debtor receives two or more qualified bids for
the assets, the debtor will conduct an auction. the Debtor will
determine the winning bid in its reasonable discretion.  It will
also select the back-up bid, to be utilized, in the event that the
best bid is unable to timely close.

A copy of the Disclosure Statement is available at:

   http://bankrupt.com/misc/OHCMC-OSWEGO_80_dsmodifiedplan.pdf

As reported in the TCR on Sept. 8, 2014, the Debtor notified the
Court that Schoppe Design Associates, Inc., voted to accept the
Debtor's Modified Plan.

Mike Schoppe, president of Schoppe Design, signed the ballot.
Schoppe Design is one of the Debtor's eight largest unsecured
creditors.  Schoppe Design is the holder of a Class 3a Claim
against the Debtor in the unpaid amount of $3,610.

                        About OHCMC-Oswego

OHCMC-Oswego, LLC, is an Illinois limited liability company that
was formed on July 12, 2005 to, inter alia, acquire, develop and
sell a series of real estate developments.  It is wholly owned by
Oliver-Hoffman Corporation.  Its principal place of business is
located at 3108 S. Rt. 59, Ste. 124-373, Naperville, Illinois.

OHCMC-Oswego filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Ill. Case No. 14-05349) in Chicago on Feb. 19, 2014, with plans to
sell its assets.  Camille O. Hoffmann signed the petition as
president of managing and sole member.  The Debtor disclosed
$92,268 plus an unknown amount in assets and $56,782,127 in
liabilities.  The Hon. Carol A. Doyle presides over the case.  The
Debtor is represented by David C. Gustman,, Esq., at Freeborn &
Peters LLP.

No trustee, examiner or creditors' committee has been appointed in
the case.

                           *     *     *

OHCMC-Oswego, LLC, filed a Modified Plan of Liquidation and
Disclosure Statement on June 30, 2014.  According to the latest
plan documents, the Debtor's assets will be sold pursuant to the
Court-approved sale procedures.  The Debtor anticipates a sale
process that will allow its real estate broker adequate time to
market the properties to ensure the Debtor receives the highest
and best offer for the properties.  The proceeds of the sale of
the properties will be used to satisfy the secured claims of BMO
and PNC.  The Debtor will distribute a set sum of money that is
currently held in an escrow account with the Village of Oswego and
totaling $29,408 to unsecured creditors in accordance with the
Bankruptcy Code's priority scheme.

The Debtor has substituted Turnstone Group LLC's REO Funding
Solutions V LLC as the stalking horse bidder, to purchase the
properties for $11,125,000.


OMAHA CIVIC: Proxibid to Conduct Live Auction on October 3
----------------------------------------------------------
Proxibid -- http://www.proxibid.com-- an online Marketplace for
buying and selling highly valued items, on Sept. 15 disclosed that
it will be the exclusive provider of live online bidding for the
upcoming liquidation of the contents from the Omaha Civic
Auditorium.  The live auction, presented by The Auction Mill, will
take place Friday, Oct. 3 and Saturday, Oct. 4 at 10:00 a.m.
Central daily, with online bidding commencing at that time via
Proxibid.  More than 2,000 lots of everything needed to own and
operate a sports arena, conference center or music hall will be
available for live online bidding in this auction.  View the
online catalog and place prebids now by visiting
www.proxibid.com/auctionmill

The Omaha Civic Auditorium has a long and storied past that
reaches far beyond Omaha city limits.  Opened in 1954, the Omaha
Civic Auditorium has been host to many national events including
Billy Graham's Nebraska Crusade in 1964 and a CBS TV Special:
Elvis in Concert -- one of Elvis' Presley's final concerts, which
took place on June 19, 1977.  On May 25, 1972, Joe Frazier, then
heavyweight champion of the world, came to the Omaha Civic
Auditorium to fight local boxer Ron Stander, known as "The Bluffs
Butcher."  The event took place in front of 10,000 fans and
millions more who watched the nationally televised fight.

Perhaps the most memorable event to take place at the Omaha Civic
Auditorium was the 1988 US vice presidential debate between
Democrat Lloyd Bentsen and Republican Dan Quayle, which produced
one of the most famous quotes in American political history.  When
Mr. Quayle suggested that he had as much experience in the Senate
as John F. Kennedy had prior to being elected President of the
United States in 1960, Bentsen replied, "Senator, I served with
Jack Kennedy, I knew Jack Kennedy, Jack Kennedy was a friend of
mine. Senator, you're no Jack Kennedy."

Now, bidders from anywhere in the world with an internet
connection will be able to log in and bid on fixtures and
equipment from the famed building.  Everything from the basketball
floor and hoops to modern concession stands and upscale kitchen
equipment and everything in between is available in this live
auction webcast.  Bidders will not want to miss the opportunity to
bid live online on featured items including the stage from the
Music Hall; hockey equipment such as nets, insulation, dashers and
glass; arena telescopic bleachers; high quality kitchen equipment;
original signage and more:

Lot 1926: Robbins Portable Arena Hardwood Basketball Court 112' x
60' - Creighton Blue Jays Basketball Flooring - Includes Hardware,
Supplies and Carts

Lot 1928: Ice Hockey Arena Leveltation System w/ Decks, Pank w/
Decks, Panels, Railing

Lot 1995: Zamboni - Olympia Ice Resurfacer MN: 2000 by Resurfacer
Corp.

Lot 1404: Entire Section of Art Deco Theater Seats from the Music
Hall

"The Omaha Civic Auditorium is a landmark that reaches far beyond
just our city," said Tom Millie, auctioneer with The Auction Mill.
"Online bidding with Proxibid ensures that whether buyers are in
need of sport arena equipment, commercial kitchen items, or want
memorabilia from the set of the 1988 vice presidential debate,
they can participate in this auction.  With more than 2,000 items
on the auction block, there's something for everyone."

For more information about this sale, to view the online catalog
or to place a prebid, please visit www.proxibid.com/auctionmill

                         About Proxibid

Proxibid -- http://www.proxibid.com-- provides asset owners of
all sizes and buyers with access to the world's most trusted
online Marketplace and selling solutions for excess inventory.
More than $2 billion in inventory passes through Proxibid's
Marketplace annually in product categories that include heavy
equipment; commercial and industrial equipment; real estate; fine
art, antiques and collectibles and more.

Founded in 2001, Proxibid is headquartered in Omaha, NE with
offices in New York and London.


OMNITRACS LLC: S&P Affirms 'B' Corp. Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B' corporate
credit rating on San Diego-based Omnitracs Inc.  The outlook is
stable.

"At the same time, we lowered our issue-level rating on the
company's $555 million first-lien term loan due 2020 to 'B' from
'B+' and revised the recovery rating to '3' from '2', driven by
the incremental increase to first-lien debt in the capital
structure.  The '3' recovery rating indicates our expectations for
meaningful (50% to 70%) recovery in the event of payment default.
We also affirmed our 'CCC+' issue-level rating on the $190 million
second-lien term loan maturing 2021.  The recovery rating is '6',
indicating our expectations for negligible (0% to 10%) recovery in
the event of payment default," S&P noted.

"The ratings on Omnitracs reflect the company's 'weak' business
risk profile and 'highly leveraged' financial risk profile,
incorporating the company's limited scale and narrow end-market
focus, and our view that private equity ownership is likely to
preclude sustained deleveraging over the longer term," said
Standard & Poor's credit analyst James Thomas.

Although the incremental borrowing will raise leverage modestly
above S&P's prior forecast, it believes that the planned
acquisition of XRS and recent acquisition of RoadNet will support
Omnitracs' software revenues going forward as they expand the
firm's product portfolio and provide a more diversified customer
base across the trucking industry.  S&P views the industry risk as
"moderately high" and the country risk as "very low."  S&P views
Omnitracs' EBITDA margins, return on capital, and volatility of
profitability as average for the technology hardware sector.

The stable outlook reflects S&P's expectation that Omnitracs will
continue to transition from satellite connectivity to cellular-
based offerings, with sustained improvements in operating expenses
and EBITDA growth, despite S&P's expectation that its revenues
will continue to decline through 2015.

S&P could lower the rating if deterioration in customer renewals
or increased debt from additional acquisitions or dividends
results in leverage sustained in the high 7x area.

The potential for an upgrade is limited by Omnitracs' highly
leveraged financial profile, and S&P's view that the company's
ownership structure is likely to preclude sustained deleveraging.


PACIFIC RUBIALES: Fitch to Rate Proposed $500MM Unsec. Debt 'BB+'
-----------------------------------------------------------------
Fitch Ratings expects to rate Pacific Rubiales Energy Corp's
proposed senior unsecured debt issuance of up to USD500 million
'BB+'.  The notes are expected to mature in Jan. 2025.  Pacific
Rubiales expects to use all the proceeds to refinance shorter term
debt maturities.

KEY RATING DRIVERS

Pacific Rubiales' ratings are supported by the company's
leadership position as the largest independent oil and gas player
in Colombia and its strong management with recognized expertise in
heavy oil exploration and production.  The ratings also reflect
the company's strong liquidity and adequate leverage.  The company
faces developing risks associated with increasing production from
existing fields in order to offset decrease in production expected
for 2016, when the production agreement for its main producing
field expires.  Pacific Rubiales' credit quality is tempered by
the company's relatively small scale, production concentration and
relatively small reserve profile.  The company also benefits
somewhat from its partnerships with Ecopetrol ('BBB' IDR by
Fitch), Colombia's national oil and gas company, which supports
Pacific Rubiales' investments and shares production.

SOLID FINANCIAL PROFILE

The company's ratings reflect its adequate financial profile
characterized by low leverage and strong interest and debt service
coverage.  As of the last 12 months (LTM) ended June 30, 2014, the
company reported leverage ratios, as measured by total net debt to
EBITDA and total debt-to-total proved reserves of 1.4 times (x)
and USD9.7 per barrels of oil equivalent (boe), respectively.  As
of June 30, 2014, debt of approximately USD4.3 billion was
primarily composed mostly of senior unsecured notes due between
2019 and 2023 and to a lesser extent of short-term bank financing.
As of the LTM ended June 30, 2014, Pacific Rubiales reported an
EBITDA, as measured by operating income plus depreciation and
stock-based compensation, of USD2.7 billion.

PIRIRI-RUBIALES CONCESSION EXPIRES IN 2016

Although Pacific Rubiales production and reserves profile has
significantly improved in recent years, the expiration of the
Piriri-Rubiales production agreement in 2016 is expected to have a
significant impact on the company's financial results.  As a
result of the expiration of the Piriri-Rubiales production
agreement in 2016, Fitch expects Pacific Rubiales' production
level for 2017 to be in line with that of 2012 or below current
production.  This field currently represents 43% of total net
production, down from 75% in 2010.  The company is expected to be
able to replace Piriri-Rubiales production by 2017 given the
company's recent diversification efforts and high reserve
replacement ratios, coupled with its proven track record of
increasing production.  The rating does not incorporate the
possibility of extending production from this field past its
expiration date.  As of December 2013, this field represented
approximately 15% of the company's total proved reserves of 455
million boe; excluding Piriri-Rubiales resources, debt-to reserves
(1P) would increase to approximately USD11.1 per boe.

ADEQUATE OPERATING METRICS

The operating metrics for the company have been improving rapidly
and its growth strategy is considered somewhat aggressive.  During
2013, the company reserve replacement ratio was 314% and its
current 2P reserve life index is approximately 13 years using
current production levels; 1P reserve life stood at approximately
8.3 years during 2013.  During the past two years the company
increased gross and net production to approximately 320,078 boe/d
and 149,118 boe/d from approximately 235,796 boe/d and 92,611
boe/d as of June 2012, respectively.

As of December 2013, Pacific Rubiales' proved (1P) and proved and
probable (2P) reserves, net of royalties, amounted to
approximately 394 million and 619 million boe, respectively.
Pacific Rubiales has a significant number of exploration
prospects, which will require significant funds to develop.  In
the short term, the company plans to devote its efforts to develop
the Quifa, Sabanero and CPE-6 blocks, which surround and are near
Piriri-Rubiales block.

CAPEX TO PRESSURE FREE CASH FLOW

Free cash flow (cash flow from operations less capital
expenditures and dividends) has been negative given the company's
growth strategy.  Pacific Rubiales' significant capital
expenditures plans over the next few years could continue to
pressure free cash flow in the near term.  Increasing production
at the Piriri-Rubiales and the surrounding Quifa block are
expected to account for the bulk of the company's capital
expenditure, which is expected to be approximately USD2.5 billion
per year.  By the year 2017 and after the expiration of the
Piriri-Rubiales concession, leverage is expected to range be below
2x and to range between 1.0x to 1.5x.

STRONG LIQUIDITY POSITION

The company's current liquidity position is considered strong,
characterized by strong cash flow generation and manageable short-
term debt obligations.  As of June 30, 2014, cash on hand amounted
to approximately USD427 million, while short-term debt was USD455
million.  The company also has committed credit facilities
totaling USD1.0 billion and as of June 30, 2014, it had drawn down
approximately USD100 million.

RATING SENSITIVITIES

A rating downgrade would be triggered by any combination of the
following events: A sustained adjusted leverage above 2x, driven
by increase in debt for exploration combined with a low success
rate of discoveries; an increase in royalties that significantly
cripples the company's financial profile (no changes in royalties
are expected in the near future;) and/or a decline in production
and reserves.  Pacific Rubiales ratings could also be pressured if
the company fails to increase production in order to replace the
significant contribution of the Piriri-Rubiales field by the time
the concession expires.

Although a positive rating action is unlikely in the medium term
given the current developing risks associated with the company,
factors that could result in a positive rating action include an
increased diversification of the production profile of the
company, consistent growth of both production and reserves,
positive free cash flow generation.


PACIFIC RUBIALES: Moody's Rates $750MM Unsecured Notes 'Ba2'
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Pacific
Rubiales Energy Corp.'s (PRE) offering of up to $750 million
senior unsecured notes due 2025, equal to PRE's Corporate Family
Rating (CFR) and reflecting their pari passu status with the
company's other debt obligations. PRE will use the net proceeds
from the offering to repay borrowings under its bank credit
facilities and for general corporate purposes. The rating outlook
is stable.

Ratings Rationale

PRE'S Ba2 CFR reflects the company's improving production,
reserves and cash flow profile, and its progress on overcoming
infrastructure constraints to grow production. PRE's production
has continued to increase largely in line with expectations, with
an average production of 149,000 BOE/day in the second quarter of
2014, up 17% from the second quarter of 2013.

PRE continues to derive most of its growth from development of the
core Rubiales/Piriri and Quifa heavy oil fields. However, the
company is also diversifying through acquisitions to provide new
exploration and development opportunities not only in Colombia,
but also in Peru, Guatemala, Guyana, Brazil and Papua New Guinea.

The Ba2 CFR also incorporates the risks of PRE's relatively high
concentration of production and proved reserves in the Rubiales
and Quifa concessions, which should contribute roughly 60% of
production in 2014. Moody's expect this mix to decline relative to
the company's total production as it targets almost doubling net
production to the area of 200,000 BOE/day in 2016. With the
expiration of its Rubiales/Piriri concessions in July 2016, PRE
will need to make steady progress on the Quifa field and other
prospects such as CPE-6 and Sabanero in the Llanos Basin, on the
La Creciente gas field and related LNG project, and Block Z-1
offshore Peru.

While acquisitions and exploration outside Colombia could modestly
diversify operations over the next few years, these efforts will
also entail exploration and political risk as well as potential
leveraging impacts. Moody's expect PRE's spending and leverage
profile to continue to reflect investments in strategic
infrastructure projects such as the Bicentennial Pipeline and an
LNG export facility.

Moody's expects rising production and an outlook for reasonably
high crude oil prices to continue to support strong cash margins
generating EBITDA in the $3 billion - $3.2 billion range in 2014.
Moody's also expect shareholder distributions (dividends and share
repurchases) in the $500 million range and capex of $2.3 billion
to drive modestly positive free cash flow in the $200 million -
$400 million range. In addition, additional asset sales could
improve leverage metrics for PRE.

In monitoring PRE's progress and momentum for a higher rating,
Moody's will be looking for further production growth and asset
diversification, including potential new contracts on the
Rubiales/Piriri concessions. The ratings could be downgraded if
the company experiences an extended delay or the failure to
complete asset sales to support de-leveraging. Moody's also see
relatively little flexibility at the current rating level for
further leveraged acquisitions. An inability in the medium-term to
secure parallel contracts for the expiring Rubiales/Piriri
concessions or to establish substantial alternative production
sources would also be negative for the rating.

Pacific Rubiales Energy Corp. (PRE) is a Canadian-based
exploration and production (E&P) company with production
operations primarily in Colombia, where it is the second largest
producer, operating in partnership with Ecopetrol S.A., the
national oil company. It also has other assets in Peru, Guatemala,
Brazil, Guyana, Belize and Papua New Guinea. The company is
predominantly a heavy oil producer in the Llanos Basin. For the
year ended June 30, 2014, the company generated revenues of $4.9
billion and cash from operations of $2.4 billion.


PHILLIPS INVESTMENT: Cash Use Extended; Bank's SARE Bid Nixed
-------------------------------------------------------------
Bankruptcy Judge Mary Grace Diehl denied East West Bank's motion
for:

   -- immediate relief from the automatic stay in the Chapter 11
case of Phillips Investments, LLC; and

   -- determination that the Debtor is a "single asset real
estate" debtor.

The order also provides that the Debtor is authorized, on a third
interim basis, to use cash collateral until the week beginning
Oct. 26, 2014.

A further hearing on the Debtor's motion for authorization to use
cash collateral will be held on Oct. 30, at 10:30 a.m.

East West Bank asserts a first-priority security title to the
property -- certain parcels of improved commercial real estate
from which it operates two retail shopping centers, commonly
known as Gwinnett Station and Gwinnett Prado -- a first-priority
assignment of all leases and rents from the property and first-
priority security interests in all of the Debtor's personal
property located on the property, including but not limited to,
fixtures, equipment, furniture, and inventory and all proceeds.

                 About Phillips Investments, LLC

Phillips Investments, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ga. Case No. 14-61444) on June 11, 2014.  Ly Phillips
signed the petition as managing member.

Phillips Investments owns several parcels of improved commercial
real estate from which it operates two retail shopping centers.
The Debtor disclosed $29,558,424 in assets and $28,667,234 in
liabilities as of the Chapter 11 filing.  Scroggins & Williamson,
P.C., serves as the Debtor's counsel.  Judge Mary Grace Diehl
presides over the case.


PLY GEM: Moody's Hikes CFR to B2 & $430MM Sec. Debt Rating to B1
----------------------------------------------------------------
Moody's Investors Service upgraded Ply Gem Industries, Inc.'s
Corporate Family Rating to B2 from B3 and Probability of Default
Rating to B2-PD from B3-PD. Concurrently, Moody's upgraded the
company's $650 million (includes $150 million add-on) senior
unsecured notes due 2022 to Caa1 and $430 million senior secured
term loan due 2021 to B1. Speculative-Grade Liquidity Rating (SGL)
of SGL-2 was affirmed. The rating outlook was changed to stable
from positive.

The $150 million add-on 6.5% senior unsecured notes due 2022 will
be issued under the same indenture that governs the company's
existing 6.5% notes. The proceeds together with cash on hand will
be used to fund the purchase of all the issued and outstanding
shares of common stock of Fortune Brands Windows, Inc. aka
Simonton for a purchase price of $130 million.

The upgrade of the Corporate Family Rating to B2 reflects Moody's
expectation for continued improvement in credit metrics as the
company reaps the benefits from the industry growth (new home
construction and repair and remodeling) with a significantly
leaner cost structure than before. For 2015, Moody's project
Moody's adjusted debt to EBITDA to linger around 5x and EBITA to
interest to be at 2.2x. In addition, the acquisition of Simonton
is a credit positive. Simonton is a well known brand and is a
significant company in the window and door industry.

The following rating actions were taken:

  Corporate Family Rating, upgraded to B2 from B3;

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

  $650 million (includes $150 million add-on) Senior Unsecured
  Notes due 2022, upgraded to Caa1 -- LGD5 from Caa2 - LGD5;

  $430 million Senior Secured Term Loan due 2021, upgraded to B1
  -- LGD3 from B2 -- LGD3;

  Speculative-Grade Liquidity Rating, affirmed at SGL-2.

Ratings Rationale

Ply Gem's B2 Corporate Family Rating reflects the company's
aggressive balance sheet management and acquisitive nature. This
has resulted in a high debt leverage that pro forma for Simonton
acquisition stands at 5.6x (based on 2014 run-rate EBITDA,
includes Moody's adjustments). Ply Gem's customer concentration is
of concern as well because top 10 customers represent over 40% of
total revenues. At the same time, Ply Gem's B2 Corporate Family
Rating reflects the expected improvement in the company's credit
metrics over the next two years as the company continues to
benefit from the robust growth in its end markets (repair and
remodeling and new home construction), lower operating cost, and
lower cost of capital. Adjusted debt leverage is anticipated to
decline to around 5x and adjusted EBITA to interest expense to
increase to about 2.2x by the end of 2015 absent any debt financed
acquisitions and/or shareholder friendly activities. ABL facility
availability and the lack of near-term debt maturities provide
some offset to the company's high debt leverage metrics. The
company's multichannel distribution network and strong market
position in both of its end markets - "siding, fencing, and stone"
and "windows and doors" -- provide support for the rating.

The SGL-2 rating reflects Moody's expectation that the company's
liquidity profile will remain good over the next 12 months. The
SGL rating takes into consideration internal liquidity, external
liquidity, covenant compliance and alternate sources of liquidity.
By the end of 2015, Ply Gem's free cash flow is expected to be
positive. Additionally, Moody's projects the company to use the
$250 million ABL revolver due 2018 for seasonal working capital
needs on an intra-quarterly basis. However, in general the company
should be able to cover its internal cash needs from cash flow
from operations.

The stable rating outlook reflects Moody's expectation for an
improvement in Ply Gem's credit metrics as the company's end
markets continue to expand.

The ratings could be upgraded if debt to EBITDA declines below 4.5
times and/or EBITA to interest expense is sustained above 3.0
times (all ratios incorporate Moody's standard adjustments). In
addition, the ratings would benefit from consistent positive cash
flow generation.

The ratings could be downgraded if the company is unable to reduce
its debt leverage below 5.5x by the end of 2015. Additionally,
deteriorating liquidity profile and/or interest coverage as
measured by EBITA to interest expense below 2x could result in a
downgrade.

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

Ply Gem Industries, Inc. is a leading manufacturer of exterior
building products in North America. The company's core products
are vinyl siding, windows, patio doors, and stone veneer, serving
both the new construction and repair and remodeling end markets.
Ply Gem is a public company and trades on the NYSE under the
symbol PGEM. CI Capital Partners LLC ("CI Capital") purchased the
company in 2004 and together with management have a majority
ownership. Revenues for the 12 months ended June 28, 2014 totaled
about $1.419 billion.


PLY GEM: S&P Affirms 'B' CCR & Raises $430MM Loan Rating to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Cary, N.C.-based windows and vinyl siding
producer Ply Gem Industries Inc.

At the same time, S&P raised its issue level rating on the
company's $430 million term loan due 2021 to 'B+' from 'B' and
revised the recovery rating on that loan to '2' from '3',
indicating that lenders could expect substantial recovery (70%-
90%) in the event of a default.

S&P also affirmed the 'CCC+' issue level rating on the company's
senior notes, which have a recovery rating of '6', indicating
S&P's view that investors would receive negligible recovery (0%-
10%) in the event of a default on that issue.

"The stable outlook reflects our view that Ply Gem's sales and
EBITDA are likely to show continued improvement in the second half
of 2014, due to better pricing for its window products and an
expected small increase in new home construction in the U.S. over
2013 levels," said Standard & Poor's credit analyst Thomas
Nadramia.  "For 2015, we expect further improvement in EBITDA
based on stronger housing starts, EBITDA contributions from the
Simonton acquisition, and continued cost savings, resulting in
reported EBITDA of about $170 million (before Standard & Poor's
adjustments), interest coverage greater than 2.5x, and total
leverage of about 6x. Incorporated into our stable outlook is our
expectation that Ply Gem will maintain adequate liquidity as per
our criteria."

S&P could lower the rating if Ply Gem's liquidity became
constrained or if the company failed to lower its debt leverage
over the next 12 months due to an unexpected contraction in new
home construction, pricing weakness, or commodity cost spikes,
resulting in Ply Gem's leverage remaining elevated at above 7x by
the end of 2015.

Given the slow pace of improvement in new home starts and
remodeling spending to date, S&P views an upgrade as unlikely over
the next 12 months.  However, S&P could raise the rating if Ply
Gem's sales and EBITDA exceeded our baseline scenario, reducing
leverage to below 6x by the end of 2015, with prospects of further
improvement in 2016.  S&P thinks such an outcome is achievable if
single-family housing starts exceed 850,000 and commodity costs
and Ply Gem's selling prices remain stable.  S&P could also raise
its rating if Ply Gem reduced leveraged below 5x via additional
equity issuance that also reduced private equity's ownership to
below 40% as per S&P's criteria.


PREMIER PAVING: To Pay $26,000 to GE Capital Under Settlement
-------------------------------------------------------------
U.S. Bankruptcy Judge Michael E. Romero has ordered Premier Paving
Inc. to pay General Electric Capital Corporation $26,266.66 to
enforce a settlement agreement between the parties.

As reported in the Troubled Company Reporter on Aug. 7, 2014,
General Electric Capital Corporation asked Judge Romero to enforce
the Settlement Agreement.

Counsel to GE Capital recounted that on February 17, 2011, GE
Capital filed suit in Denver District Court against Premier Paving
seeking amounts due under certain lease agreements and guaranties
as well as other relief.  The Debtor sought Chapter 11 the
following year.

On July 3, 2013, GE Capital and the Debtor executed a Settlement
Agreement to resolve their disputes.  The Debtor agreed to, among
other things, pay GE Capital $36,400 in three equal installments
of $12,133.  The Agreement became effective on August 5, 2013,
when the Bankruptcy Court gave its approval.

GE Capital contends the Debtor has failed to make the required
payments under the Settlement.  The Debtor made the first
installment payment to GE Capital, but failed to make the second
or third installment payments.  The Debtor has failed to provide
any documentation showing that it sent either the second or the
third payment.  GE Capital said the Debtor is now in default under
the terms and conditions of the deal.  GE Capital wants the Debtor
to pay the $24,266.66 still owed under the deal.

GE Capital is represented by:

     SNELL & WILMER L.L.P.
     Brian P. Gaffney, Esq.
     1200 Seventeenth Street, Suite 1900
     Denver, CO 80202
     Tel: (303) 634-2000
     Fax: (303) 634-2020
     E-mail: bgaffney@swlaw.com

                       About Premier Paving

Headquartered in Denver, Colorado Premier Paving Inc. --
http://www.premierpavinginc.com/-- operates a full-service
highway construction company, which services include paving,
grading and milling, geo-textiles, trucking, traffic control and
quality control.  Premier Paving also owns and operates an asphalt
plant.

Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 12-16445) on April 2, 2012.  Judge Michael E. Romero
presides over the case.  In its petition, the Debtor estimated up
to $50 million in assets and debts.  The petition was signed by
David Goold, treasurer.

Lee M. Kutner, Esq., at Kutner Miller Brinen, P.C., serves as the
Debtor's counsel.  Pinnacle Real Estate Advisors LLC provides
professional broker services related to the sale of certain of the
Debtor's real estate assets.  The Official Unsecured Creditors
Committee is represented by J. Brian Fletcher, Esq., at Onsager,
Staelin & Guyerson, LLC.

The Court entered an order confirming the Debtor's Third Amended
Plan of Reorganization dated July 9, 2013, on Aug. 23, 2013.


OVERSEAS SHIPHOLDING: Proskauer Can't Dodge Malpractice Suit
------------------------------------------------------------
Law360 reported that a New York judge refused to quash a
malpractice lawsuit that claims Proskauer Rose LLP's bad advice
cost Overseas Shipholding Group Inc. over $255 million in tax
liabilities, finding the allegations are sufficient for the case
to go forward.  According to the report, in a ruling from the
bench, New York Supreme Court Judge Jeffrey K. Oing found there is
a strong dispute over whether tax advice Proskauer gave the oil
tanker operator in 2011 was based on accurate information provided
by the company.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies
in the world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.

U.S. Bank National Association is the successor administrative
agent under the $1.5 billion credit agreement, dated as of
February 9, 2006 by and among (a) OSG, OSG Bulk Ships, Inc., and
OSG International, Inc., as joint and several borrowers, (b) the
Administrative Agent and (c) various lenders party thereto.
Counsel to the Administrative Agent are Milbank, Tweed, Hadley &
McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP.
Lazard Freres & Co. LLC serves as advisor to the Administrative
Agent.

An official committee of Equity Security Holders has been
appointed in the case.  It is represented by Brown Rudnick LLP's
Steven D. Pohl, Esq., James W. Stoll, Esq. and Jesse N. Garfinkle,
Esq.; Fox Rothschild LLP's Jeffrey M. Schlerf, Esq., John H.
Strock, Esq. and L. John Bird, Esq.

Judge Walsh signed on July 18, 2014, a findings of fact,
conclusions of law, and order confirming the First Amended Joint
Plan of Reorganization of OSG and its debtor-affiliates.

A blacklined version of the Plan dated July 17, 2014, is available
at http://bankrupt.com/misc/OSGplan0716.pdf

A full-text copy of Judge Walsh's Confirmation Order is available
at http://bankrupt.com/misc/OSGplanord0718.pdf

                          *     *     *

The Troubled Company Reporter, on Aug. 14, 2014, reported that
Moody's Investors Service assigned Caa1 ratings to the unsecured
notes of Overseas Shipholding Group, Inc. ("OSG") that are being
reinstated pursuant to its plan of reorganization which becomes
effective. Moody's also affirmed the B2 Corporate Family Rating
and all of the other debt ratings it assigned to OSG on June 12,
2014 in anticipation of the conclusion of the Chapter 11
reorganization. The rating outlook is stable.

The TCR, on Aug. 19, 2014, also reported that Standard & Poor's
Ratings Services assigned its 'B' corporate credit rating to
Overseas Shipholding Group Inc. (OSG). The outlook is stable.


R.R. DONNELLEY: S&P Retains 'BB-' CCR Over Revolver Amendment
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Chicago-based printing company R.R. Donnelley & Sons
Co. are unaffected by the company's announcement that it has
amended its secured revolving credit agreement.  The amendment
provides for an increase in the aggregate revolving commitments to
$1.5 billion from $1.15 billion and extends the expiration date to
Sept. 2019 from Oct. 2017.  As of June 30, 2014, the company had
$193 million in borrowings outstanding under the credit agreement.
S&P expects the company's leverage will decline to 3.3x at year-
end 2014 from 3.9x at year-end 2013 as a result of increased
EBITDA from acquisitions, debt repayment, and a declining pension
liability.

RATINGS LIST

R.R. Donnelley & Sons Co.
Corporate Credit Rating           BB-/Stable/--

Ratings Unchanged

R.R. Donnelley & Sons Co.
Senior Secured
  $1.5B revolver due 2019*        BB+
   Recovery Rating                1

*From $1.15 billion due 2017.


RADIOSHACK CORP: Financial Chief Resigns After 7 Months
-------------------------------------------------------
Drew Fitzgerald and Erin McCarthy, writing for The Wall Street
Journal, reported that RadioShack Corp. replaced its finance chief
with a longtime restructuring adviser, shaking up the struggling
retailer's top management as it runs precariously low on cash.
According to the Journal, Chief Financial Officer John Feray, who
left the company on Sept. 12 after seven months on the job, will
be replaced by AlixPartners Managing Director Holly Etlin as
interim CFO.

As reported by The Troubled Company Reporter, citing The Wall
Street Journal, RadioShack is considering a $585 million
financing package led by hedge fund Standard General LP and
investment bank UBS AG, in an attempt to keep itself out of
bankruptcy.

Radioshack has said it is exploring alternatives and is engaged in
discussions with third parties as well as its key financial
stakeholders, including its existing lenders, bondholders,
shareholders and landlords, in an effort to create a long-term
solution to its ailing business.  Alternatives, the Company said,
include the sale of the company, partnership through a
recapitalization and investment agreement, as well as both in and
out-of-court restructuring.

                    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 $137.4 million on $673.8 million
of net sales and operating revenues for the 13 weeks ended Aug. 2,
2014, compared to a net loss of $52.2 million on $861.4 million of
net sales and operating revenues for the three months ended July
31, 2013.  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.

The Company's balance sheet at Aug. 2, 2014, showed $1.14 billion
in total assets, $1.21 billion in total liabilities and a $63
million total shareholders' deficit.

                           *     *     *

Standard & Poor's Ratings Services lowered its corporate credit
rating on Fort Worth, Texas-based RadioShack Corp. to 'CCC-' from
'CCC'.  The rating outlook is negative.  S&P's negative rating
outlook reflects its view that the company will either exhaust its
liquidity sources or restructure its debt within the next six
months.  S&P would likely lower the ratings if the company
executed a restructuring transaction that was tantamount to a
default, or if the company exhausted its liquidity.

Fitch Ratings has downgraded the Long-term Issuer Default Rating
(IDR) for RadioShack Corporation (RadioShack) to 'C' from 'CC'.
Fitch said the downgrade reflects the high likelihood that
RadioShack will need to restructure its debt in the next couple of
months.  There has been a material deterioration in its liquidity
in the last quarter and Fitch believes there will be a funding
shortfall going into the holiday season.

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.

The TCR, 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.


RADIOSHACK CORP: Needs to Stabilize Margins, Moody's Says
---------------------------------------------------------
Moody's Investors Service said in a Sept. 11, 2014 statement that
RadioShack Corporation's (Caa2 negative) anticipated
recapitalization plan which it expects to announce in the near
term will not by itself solve the company's primary problem which
is anemic store traffic, margin erosion and chronic revenue
declines.  The anticipated recapitalization will buy the company
additional time to implement its turnaround strategy particularly
store closures but unless management is successful in stabilizing
the company's margins and reverse the precipitous revenue
declines, Moody's expects the company to find itself in the same
precarious position it is in today in about 12-18 months.

In a July 29, 2014 report, Moody's said RadioShack's deteriorating
liquidity gave the company a limited window for executing a
turnaround in sales and earnings.  Moody's said that liquidity is
adequate for another year, with no debt maturities coming due, but
that its base case scenario for RadioShack has the company running
through its liquidity by the end of October 2015.

In a March 5, 2014 ratings action, Moody's downgraded RadioShack's
corporate family rating to Caa2 from Caa1 and probability of
default rating to Caa2-PD from Caa1-PD. In addition, the ratings
for RadioShack's senior unsecured notes were downgraded to Caa3
from Caa2. The ratings outlook remained negative. RadioShack's
Speculative Grade Liquidity assessment was lowered to SGL-3 from
SGL-1.

RadioShack is a retailer of consumer electronics and peripherals,
as well as a retailer of cellular phones. It operates roughly
4,485 stores in the U.S. and Mexico. The company also generates
sales through a network of about 902 dealer outlets worldwide.


RCN TELECOM: Moody's Assigns Caa1 Rating on New $100MM Bond
-----------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the proposed
$100 million bond issuance of RCN Telecom Services, LLC (RCN). The
company expects to use proceeds of the transaction (an add-on to
RCN's existing 8.5% senior unsecured bonds due August 15, 2020) to
fund another dividend distribution to its private equity owners,
ABRY Partners, LLC and Spectrum Equity. RCN's B2 Corporate Family
Rating (CFR), B1 first lien credit facility rating, Caa1 unsecured
bonds rating, and stable outlook are unchanged.

A summary of the action follows.

RCN Telecom Services, LLC

Senior Unsecured Bonds, Assigned Caa1, LGD5

Ratings Rationale

The bond issuance would increase leverage to 6.3 times debt-to-
EBITDA from 5.7 times (based on the trailing twelve months ended
June 30), high for the B2 CFR, but Moody's expects EBITDA growth
and some debt reduction with free cash flow to facilitate a
decline in leverage. Furthermore, the CFR incorporated
expectations for sponsor distributions. Pro forma for the proposed
deal, RCN would have paid approximately $630 million of dividends
since the late 2010 leverage buyout, which exceeds the original
cash invested by the sponsors in conjunction with the acquisition
and indicates an aggressive fiscal policy. However, during that
time, pro forma debt would have increased by about $510 million,
indicative of the company's ability to generate consistent
positive free cash flow.

Despite RCN's high leverage, expectations for the company to
continue to generate positive free cash flow from its attractively
bundled video, high speed data and voice services in densely
populated markets support its B2 CFR. RCN's customer service
focus, upgraded network and plans for further investment in the
infrastructure position it well for continued growth, but the
sheer number of competitors, most with greater scale and financial
flexibility, will still make it difficult for RCN to win and
retain customers. Also, the financial sponsor ownership constrains
the rating; notwithstanding expectations for leverage to decline
from both EBITDA growth and debt reduction over at least the next
year, beyond that time the equity owners will likely seek
incremental returns of capital, which could lead to an increase in
leverage or limit the application of free cash flow to debt
reduction.

Based in Princeton, New Jersey, RCN Telecom Services, LLC (RCN)
provides bundled cable, high-speed Internet and voice services to
residential and small-medium business customers primarily located
in high-density Northeast (Washington, D.C.; Philadelphia and
Lehigh Valley, PA; New York City; Boston) and Chicago markets. As
of June 30, 2014, the company serves 337 thousand video, 379
thousand high speed data, and 182 thousand voice customers, and
its annual revenue is approximately $614 million. ABRY Partners,
LLC owns approximately two-thirds of the company, Spectrum Equity
owns approximately 20%, and management and other equity investors
own the remainder. Executives from Patriot Media, who manage cable
companies Grande Communications Networks LLC (B2 stable) and
Puerto Rico Cable Acquisition Company, Inc. (Choice Cable, B2
negative), manage RCN.

The principal methodology used in this rating was Global Pay
Television - Cable and Direct-to-Home Satellite Operators
published in April 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.


RCN TELECOM: S&P Retains 'CCC+' Rating Over $100MM Note Tack-On
---------------------------------------------------------------
Standard & Poor's Ratings Services said that the proposed upsizing
of cable services provider RCN Telecom Services LLC's privately
placed, 8.5% senior unsecured notes due 2020 does not affect the
'CCC+' issue-level rating and '6' recovery rating on that debt.
The '6' recovery indicates S&P's expectation for negligible (0% to
10%) recovery in event of payment default.  RCN will use proceeds
of the $100 million tack-on to the existing $200 million notes to
fund a distribution to its private equity owners.  Pro forma for
the transaction, S&P expects only a modest increase in debt
leverage, to around 6x from the mid-5x area, and S&P anticipates
funds from operations to debt will weaken slightly to the 11% to
13% range, metrics that are consistent with S&P's view of a
"highly leveraged" financial risk profile.  As a result, the 'B'
corporate credit rating and stable outlook are also not affected
by the proposed debt increase.

RCN benefits from the good revenue visibility that is
characteristic of the cable industry's largely subscription-based
business model.  However, RCN's predominant overbuilder status
(meaning the presence of a second cable operator), small size, and
limited geographic diversity are tempering factors that result in
an overall "fair" business risk profile.

RATINGS LIST

RCN Telecom Services LLC
Corporate Credit Rating            B/Stable/--

Ratings Unchanged
RCN Telecom Services LLC
Senior Unsecured Notes Due 2020    CCC+
   Recovery Rating                  6


REPLICEL LIFE: Reports C$1.42-Mil. Income for Second Quarter
------------------------------------------------------------
RepliCel Life Sciences, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 6-K, disclosing a
total comprehensive income of C$1.42 million for the three months
ended June 30, 2014, compared with a total comprehensive income of
C$843,123 for the same period last year.

The Company's balance sheet at June 30, 2014, showed C$4.45
million in total assets, C$349,917 in total liabilities and total
stockholders' equity of C$4.1 million.

At June 30, 2014, the Company is in the research stage, has
accumulated losses of C$12.87 million since its inception and
expects to incur further losses in the development of its
business.  The Company has working capital of C$4.11 million at
June 30, 2014; however it will require additional funding to
continue its research and development activities, which casts
substantial doubt about the Company's ability to continue as a
going concern.

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

                       http://is.gd/T1YrRR

Headquartered in Vancouver, RepliCel Life Sciences Inc. is in the
business of developing and patenting a new hair follicle cell
replication technology that has the potential to become the
world's first autologous cellular treatment for hair loss in men
and women.  The Company's common shares are listed for trading in
the United States on the OTC Bulletin Board, trading under the
symbol REPCF and on the Canadian National Stock Exchange ("CNSX"),
trading under the symbol RP.


REVEL AC: Proposed Buyer Seeks to Quickly Reopen Hotel & Casino
---------------------------------------------------------------
Jacqueline Palank, writing for Daily Bankruptcy Review, reported
that Revel's proposed buyer wants to reopen the shuttered Atlantic
City, N.J., hotel and casino quickly, his attorney told a
bankruptcy judge.

As reported by The Troubled Company Reporter, citing The Wall
Street Journal, reported that Glenn Straub, a Florida real-estate
developer, is offering $90 million in cash to acquire Revel's
casino and resort, days after the embattled casino shut down and
stopped operations.

                           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.


ROAD INFRASTRUCTURE: S&P Lowers CCR to 'B-'; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Road Infrastructure Investment LLC to 'B-' from 'B'.
The outlook is stable.

At the same time, S&P lowered the issue-level rating by one notch
to 'B-' from 'B' on Road Infrastructure's $465 million first-lien
facilities.  S&P also lowered the issue-level rating by one notch
to 'CCC' from 'CCC+' on the $170 million second-lien term loan.
The recovery rating on the first-lien facilities remains at '3',
indicating S&P's expectation of meaningful recovery (50% to 70%)
in the event of a payment default.  The recovery rating on the
second-lien term loan remains at '6' indicating S&P's expectation
of negligible (0% to 10%) recovery in the event of payment
default.

"The downgrade reflects challenging industry conditions in
pavement markings," said Standard & Poor's credit analyst Pranay
Sonalkar.  Demand for products in its Paint and Thermoplastics
divisions has reduced due to the expiration of federal funding and
uncertainty regarding its renewal, and strained municipal budgets.
As a result, the company is facing more price competition from
existing players in the industry.  In certain regions, regulatory
authorities are not enforcing some of the high product
specifications due to budget constraints, resulting in lower
barriers to entry and lower prices.  The company has also faced
operating challenges at an epoxy facility (now resolved) resulting
in lower sales.  These factors have led S&P to revise its business
risk profile assessment to "weak" from "fair".  S&P has also
lowered its EBITDA projections and do not expect credit measures
to remain at levels that are consistent with the previous 'B'
rating.

The ratings on Road Infrastructure reflect the company's "highly
leveraged" financial risk profile and "weak" business risk
profile.  S&P selected the 'b-' anchor outcome instead of the 'b'
anchor outcome because it expects the company's credit measures
will remain at the weaker end of the range that S&P deems
appropriate for a "highly leveraged" financial risk profile.

With pro forma projected annual sales of around $500 million, Road
Infrastructure is the largest provider of pavement markings in the
world.  Competition includes much larger, diversified players such
as Sherwin-Williams and 3M as well as several smaller companies.
The larger competitors have significant financial and technical
resources but currently have relatively thin offerings in Road
Infrastructure's primary market niches.

The stable outlook reflects the company's adequate liquidity and
moderate free cash flow generation which S&P projects at about $25
million per year for the next two years.  S&P expects management
to take timely steps to ensure the company maintains profitability
under current challenging industry conditions.

Although unlikely given the company's free cash flow generation,
S&P could lower ratings if the company's liquidity position were
to deteriorate significantly or if operating conditions were to
worsen to such an extent that free cash flow generation turned
negative.  At this point, S&P would consider the capital structure
unsustainable.

S&P could raise the rating if leverage was less than 6x during
periods of peak working capital requirements.  This could happen
if industry conditions improved resulting in higher EBITDA margins
of about 200 bps and revenue growth exceeded 4%.


S & M TRANSPORT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: S & M Transport, LLC
          aka S & M Transport
        5226 Commercial Dr.
        Brownsville, TX 78521

Case No.: 14-10346

Chapter 11 Petition Date: September 15, 2014

Court: United States Bankruptcy Court
       Southern District of Texas (Brownsville)

Judge: Hon. Richard S. Schmidt

Debtor's Counsel: Eduardo V Rodriguez, Esq.
                  MALAISE LAW FIRM
                  1265 N Expressway 83
                  Brownsville, TX 78521
                  Tel: 956-547-9638
                  Fax: 956-547-9630
                  Email: igotnoticesbv@malaiselawfirm.com

Total Assets: $2.81 million

Total Debts: $3.46 million

The petition was signed by Esequiel Silva, member.

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


SAN BERNARDINO, CA: Replies to Firefighters' CBA Motion Objection
-----------------------------------------------------------------
The City of San Bernardino, California on March 4, 2013, sought
the Bankruptcy Court's authority to reject its collective
bargaining agreement with the San Bernardino City Professional
Firefighters, Local 891.

The City has filed a supplement to its request, as authorized by
the Court.  The firefighters and the California Public Employees
Retirement System have each responded to the supplement.

The collective bargaining agreement expired on its own terms on
June 30, 2010, but it contained an evergreen clause which provided
that all of the provisions remain in effect until a new agreement
is negotiated.

Paul R. Glassman, Esq., at Stradling Yocca Carlson & Rauth, P.C.,
in Santa Monica, California, relates that substantially all of the
legal argument in the firefighters' opposition brief is mistakenly
focused on the notion that the City seeks to assume the agreement,
but revised to suit the City's purposes.  However, he asserts, the
City does not seek to assume all or any portion of the agreement.
He insists that the City understands the no cherry-picking cum
onere doctrine as it is applied in Section 365 proceedings.

By the CBA Motion, the City wants to reject and agreement, Mr.
Glassman says.  He contends that the City is not seeking "ride
through" of the agreement but City seeks rejection of the
agreement.  He argues that the City is not seeking to (a) force
the firefighters to sign the revised agreement that the City
proposes, or (b) have the Court order that the revised agreement
is the new "contract."  He points out that a contract is a
bilateral agreement and there will be no bilateral agreement if
the CBA is rejected.

Mr. Glassman reminds the Court that the City has proposed
modifications to the agreement in the hope that the firefighters
would cooperate with the City's restructuring efforts.  He
contends that the firefighters will not agree to the City's
proposed modifications to the agreement, therefore, the City has
no option but to seek rejection of the agreement because the City
needs to implement its cost-cutting restructuring of the Fire
Department as part of the City's financial rehabilitation.

Finally, Mr. Glassman avers that the City is not attempting to
effect an end run around the requirements of the Fair Labor
Standards Act or the City Charter with respect to the payment of
overtime.  He insists that the City is merely seeking the
flexibility to staff the Fire Department in the most efficient
manner possible to reduce overtime.

                  About San Bernardino, Calif.

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

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

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

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

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


SCOTTSDALE VENETIAN: ADOR Withdraws Objection to Amended Plan
-------------------------------------------------------------
The State of Arizona ex rel. Arizona Department of Revenue
withdraws its limited objection to the confirmation of Scottsdale
Venetian Village LLC's Fourth Amended Plan of Reorganization dated
February 14, 2014.

ADOR asserts a secured claim of $237,000, a priority claim of
$54,000 and a general unsecured claim of $3,777.

ADOR previously related that it has reached with the Debtor basic
terms upon which to resolve its objection to confirmation of the
Plan, and the Debtor's objection to its claims.

                   About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The Company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., and Wesley D.
Ray at Polsinelli Shughart, P.C., in Phoenix.  Charles B. Foley,
CPA, PLLC serves as the Debtor's accountant.

As reported in the March 12, 2014 edition of the TCR, Scottsdale
Venetian Village LLC has won approval of the disclosure statement
explaining its proposed Chapter 11 plan.  The bankruptcy judge
approved the disclosure statement after the Debtor resolved the
objection made by First National Bank of Hutchinson.

Scottsdale Venetian Village amended the Plan documents on Feb. 27,
2014, to incorporate terms reached with the buyer for the Debtor's
interests in the Days Hotel in Scottsdale, Arizona.


SCOTTSDALE VENETIAN: Court Awaits Docs Needed to Confirm Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona released a
minute entry with respect to the September 10, 2014 hearing to
consider the confirmation of Scottsdale Venetian Village LLC's
Fourth Amended Plan of Reorganization dated Feb. 14, 2014.

The Court noted that the parties are getting the evidentiary
information on record needed to confirm the Plan.  The actual
confirmation is subject to all parties signing off on the order
and the noticing of certain agreements.

Ceasar Perez, the Debtor's manager, was sworn in and undergone
direct examination by the Debtor's counsel, John J. Hebert, Esq.,
at Polsinelli Shughart, P.C., in Phoenix, Arizona.  Mr. Hebert
believes that covers the elements of Section 1129 of the
Bankruptcy Code.  He asks the Court, subject to the objectors
signing off on a confirmation order, to sign an order confirming
the plan once it has been uploaded.

Based on the testimony, the Court finds that the Plan meets the
requirements of Section 1129 assuming everyone signs off that
previously filed an objection.  The Court said it will look
forward to seeing the documents.

A copy of the Minute Entry is available for free at:

http://bankrupt.com/misc/SCOTTSDALEVENETIAN_MEntry_09102014.pdf

                   About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The Company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., and Wesley D.
Ray at Polsinelli Shughart, P.C., in Phoenix.  Charles B. Foley,
CPA, PLLC serves as the Debtor's accountant.

As reported in the March 12, 2014 edition of the TCR, Scottsdale
Venetian Village LLC has won approval of the disclosure statement
explaining its proposed Chapter 11 plan.  The bankruptcy judge
approved the disclosure statement after the Debtor resolved the
objection made by First National Bank of Hutchinson.

Scottsdale Venetian Village amended the Plan documents on Feb. 27,
2014, to incorporate terms reached with the buyer for the Debtor's
interests in the Days Hotel in Scottsdale, Arizona.


SEQUA CORP: S&P Lowers CCR to 'B-' on Weak Credit Measures
----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Sequa Corp. to 'B-' from 'B'.  The
outlook is stable.

At the same time, S&P lowered its issue-level rating on the
company's $1.5 billion senior secured credit facility (which
comprises a $200 million revolver and $1.3 billion term loan) to
'B-' from 'B' and revised the recovery rating to '4' from '3'.
The '4' recovery rating indicates S&P's expectation for average
recovery (30%-50%) in a payment default scenario.

S&P also lowered its issue-level rating on the company's unsecured
debt to 'CCC' from 'CCC+'.  The '6' recovery rating remains
unchanged, indicating S&P's expectation for negligible recovery
(0%-10%) in a payment default scenario.

"The downgrade reflects weakness in Sequa's credit measures and
profitability, stemming from ongoing declines in demand in key
markets and continued restructuring charges," said Standard &
Poor's credit analyst Tatiana Kleiman.  Sales in the company's
largest segment, Chromalloy (which accounts for about two-thirds
of sales), fell 13% in 2013 and 5% in the first half of 2014 due
to deferred engine maintenance from airline customers, competition
from a surplus of engine spare parts as airlines retired old
aircraft, and weakness in military aerospace due to a decrease in
required maintenance on the KC-10 program.  Sales in the company's
metal coating segment, PreCoat, also declined 4% in 2013 and 1% in
the first half of 2014 due to a weak nonresidential construction
market, though this segment has already begun to show some signs
of recovery.  These declines prompted the company to take more
than $50 million in combined restructuring charges for 2013 and
the first half of 2014, which included headcount reductions and
facilities consolidation.

The outlook is stable.  S&P expects Sequa's credit ratios to
remain weak through 2014, with some improvement in 2015 due to
largely to increased revenues from the ramp up of OEM engine
contracts.  However, S&P expects the improvement to be offset by
continued weakness in military aerospace sales due to softness in
demand from the KC-10 program.

While not expected during the next 12 months, S&P could consider
an upgrade if Sequa's earnings and cash flow improve faster than
it expects and the company reduces its debt levels, resulting in
debt to EBITDA below 6x on an ongoing basis.  This could happen if
its key markets improve faster than S&P expects or if its
restructuring efforts result in a larger-than-forecast improvement
in margins.

S&P could lower the rating if lower-than-expected earnings and
cash generation cause it to revise its liquidity assessment to
"less than adequate" or "weak."  S&P do not envision this
occurring during the next 12 months.


SIGA TECHNOLOGIES: PharmAthene Rift Prompts Chapter 11 Bankruptcy
-----------------------------------------------------------------
SIGA Technologies, Inc., a company specializing in the development
and commercialization of solutions for serious unmet medical needs
and biothreats, on Sept. 16 disclosed that it has filed a
voluntary petition for relief under chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the Southern District of New York.

SIGA commenced the chapter 11 case to preserve and to assure its
ability to satisfy its commitment to supply Tecovirimat, an
antiviral smallpox drug being delivered to the U.S. Strategic
National Stockpile under the Project BioShield Act of 2004.  SIGA
intends to operate during the chapter 11 period as a going concern
for the benefit of the U.S. government and all economic
stakeholders.  The chapter 11 filing will ensure that SIGA
continues to supply Tecovirimat pursuant to its contract with the
Biomedical Advanced Research and Development Authority (BARDA),
and is able to pursue what it believes is a meritorious appeal of
a pending Delaware Chancery Court proceeding.

On August 8, 2014, the Delaware Court of Chancery issued an
opinion in the litigation initiated against SIGA in 2006 by
PharmAthene, Inc.  In that opinion, which SIGA believes was
wrongly decided, the Court of Chancery determined, among other
things, that PharmAthene is entitled to a lump sum damages award
in an as yet unspecified amount, with interest and fees, based on
United States government purchases of SIGA's smallpox drug
allegedly anticipated as of December 2006.  The amount of the
total judgment to be decreed by the Court of Chancery is likely to
be substantial, and enforcement of that judgment by PharmAthene
would jeopardize SIGA's viability and ability to produce and
deliver Tecovirimat.

The commencement of the chapter 11 case will prevent PharmAthene
from taking any enforcement action at this time and also will
permit SIGA's intended appeal to go forward.

Dr. Eric A. Rose, SIGA's Chairman and Chief Executive Officer,
said, "Enforcement of the expected judgment of the Court of
Chancery would threaten SIGA's viability, its ability to produce
and deliver our smallpox drug, Tecovirimat, and its critical role
in Project BioShield.  We remain committed to performing under
SIGA's contract with BARDA, obtaining FDA approval for
Tecovirimat, and growing our company.  SIGA has adequate liquidity
to conduct its operations, satisfy all of its contractual
commitments, and, with the stay afforded by chapter 11, pursue its
appellate rights."

                  About SIGA Technologies, Inc.

SIGA Technologies, Inc. -- http://www.siga.com-- is a company
specializing in the development and commercialization of solutions
for serious unmet medical needs and biothreats.  The Company's
lead product is Tecovirimat, also known as ST-246(R), an orally
administered antiviral drug that targets orthopoxviruses.  While
Tecovirimat is not yet licensed as safe or effective by the U.S.
Food & Drug Administration, it is a novel small-molecule drug that
is being delivered to the Strategic National Stockpile under
Project BioShield.


SIGA TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: SIGA Technologies, Inc.
        660 Madison Avenue, Suite 1700
        New York, NY 10065

Case No.: 14-12623

Type of Business: Biotechnology/Pharmaceutical

Chapter 11 Petition Date: September 16, 2014

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

Judge: Hon. Sean H. Lane

Debtor's Counsel: Stephen Karotkin, Esq.
                  Harvey R. Miller, Esq.
                  Garrett A. Fail, Esq.
                  WEIL, GOTSHAL & MANGES LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: (212) 310-8350
                  Fax: (212) 310-8007
                  Email: stephen.karotkin@weil.com
                         harvey.miller@weil.com
                         garrett.fail@weil.com

Debtor's          PRIME CLERK LLC
Claims and        830 Third Avenue
Noticing Agent:   9th floor, New York
                  New York 10022

Total Assets: $209.4 million at June 30, 2014

Total Debts: $197.9 million at June 30, 2014

The petition was signed by Daniel J. Luckshire, executive vice
president and chief financial officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Albemarle Corporation               Trade Claim        $2,762,753
Attn.: Julie Risdon
1421 Kalamazoo Street
South Haven, MI 49090
Tel: (269) 639-0113
Fax: (269) 637-8410
E-mail: julie.risdon@albemarle.com

Cooley LLP                              Legal services   $158,902

Bingham McCutchen                       Legal services    $54,009

Catalent Pharma Solutions               Trade Claim       $52,426

Patheon Manufacturing Services, LLC     Trade Claim       $40,700

Senopsys LLC                            Trade Claim       $28,275

Covance Labs                            Trade Claim       $19,452

KCSA Strategic Communications           Consulting        $14,153
                                        services

Jenner & Block LLP                      Legal services    $12,759

Polit Bureau                            Consulting        $12,000
                                        services

M.L. Corrado Consulting                 Consulting        $10,281
                                        services

Fishnet Security, Inc.                  Trade Claim        $7,487

Marion Weinreb & Associates, Inc.       Consulting         $7,000
                                        services

Formurex Inc.                           Trade Claim        $6,752

Control Solutions Intl.                 Consulting         $6,600
                                        services

Jeffrey R. Hincks                       Consulting         $6,480
                                        services

Ricerca Biosciences, LLC                Trade Claim        $5,910

Bend Research                           Trade Claim        $5,500

Compensation Advisory Partners, LLC     Consulting         $4,737
                                        services

PharmAthene, Inc.                       Litigation   Unliquidated


SKYLINE CORP: Incurs $11.86-Mil. Net Loss in FY Ended May 31
------------------------------------------------------------
Skyline Corporation filed with the U.S. Securities and Exchange
Commission on Aug. 22, 2014, its annual report on Form 10-K for
the fiscal year ended May 31, 2014.

Crowe Horwath LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has incurred recurring operating losses and negative cash flows
from operating activities.  The Company also needs to raise
additional capital in order to fund projected operating needs
through May 31, 2015 for which there is no current commitment.

The Company reported a net loss of $11.86 million on $191.73
million of net sales for the fiscal year ended May 31, 2014,
compared with a net loss of $10.51 million on $177.57 million of
net sales in 2013.

The Company's balance sheet at May 31, 2014, showed $65.75 million
in total assets, $31.97 million in total liabilities and total
stockholders' equity of $33.79 million.

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

                       http://is.gd/wrBnIq

Skyline Corporation, together with its subsidiaries, designs,
produces, and markets manufactured housing, modular houses, and
recreational vehicles to independent dealers and manufactured
housing communities in the United States and Canada.  The company
was founded in 1951 and is headquartered in Elkhart, Indiana.


SPECIALTY PRODUCTS: Republic & NMBFil Cases Jointly Administered
----------------------------------------------------------------
The Hon. Peter J. Walsh has ordered that new debtors Republic
Powder Metals and NMBFiL's chapter 11 cases will be consolidated
for procedural purposes only and jointly administered with the
Initial Debtors' chapter 11 cases.  Parties-in-interest are
directed to use the consolidated caption referring to the chapter
11 cases of "Specialty Products Holding Corp., et at.," when
filing a pleading with the Court in the Debtors' chapter 11 cases.

The Interim Compensation Order is extended to apply to the New
Debtors.

Republic Powdered Metal and NMBFiL are represented by:

     Daniel J. DeFranceschi, Esq.
     Paul N. Heath, Esq.
     Zachary I. Shapiro, Esq.
     Tyler D. Semmelman, Esq.
     RICHARDS, LAYTON & FINGER, P.A.
     One Rodney Square
     920 North King Street
     Wilmington, DE 19801
     Telephone: (302) 651-7700
     Facsimile: (302) 651-7701

          - and -

     Gregory M. Gordon, Esq.
     Dan B. Prieto, Esq.
     Paul M. Green, Esq.
     JONES DAY
     2727 N. Harwood Street
     Dallas, TX 75201
     Telephone:  (214) 220-3939
     Facsimile: (214) 969-5100

                  About Republic Powdered Metals

Republic Powdered Metals, Inc., and affiliate NMBFiL, Inc. sought
Chapter 11 protection (Bankr. D. Del. Case No. 14-12028) on Aug.
31, 2014.

Republic Powdered Metal is a leader in the roof coating and
restoration industry which provides exclusive products for roof
and wall restoration, including an extensive line of roof
coatings.

NMBFiL is formerly known as Bondo Corporation. It is a
manufacturer of auto body repair products for the automotive
aftermarket and various other professional and consumer
applications. In November 2007, NMBFiL sold substantially all of
its assets and no longer has business operation.

Republic estimated assets of $10 million to $50 million and debt
of less than $10 million as of the bankruptcy filing.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes only, with the chapter 11 cases of
Specialty Products Holding Corp. and Bondex International, Inc.

Specialty Products, a unit of RPM International Inc., is a
manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

Specialty and affiliate Bondex International filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-11780) on
May 31, 2010.  The Debtors have tapped Jones Day as counsel,
Richards Layton & Finger, as co-counsel, and Logan and Company as
the claims and notice agent.  Specialty estimated assets and
debts of $100 million to $500 million as of the bankruptcy filing.



SPECIALTY PRODUCTS: New Debtors Want to Retain Richards Layton
--------------------------------------------------------------
NMBFiL, Inc., and Republic Powdered Metals, Inc., ask the
Bankruptcy Court to authorize the New Debtors to employ and retain
Richards, Layton & Finger, P.A., as their bankruptcy co-counsel
nunc pro tunc to August 15, 2014, with respect to NMBFiL and to
August 31, 2014, with respect to Republic.

The New Debtors believe that RL&F is well qualified to represent
them in their bankruptcy cases in an efficient and timely manner.
The New Debtors have selected RL&F as their co-counsel because of
the firm's extensive experience and knowledge in the field of
debtors' and creditors' rights, business reorganizations and
liquidations under Chapter 11 of the Bankruptcy Code, its
expertise, experience, and knowledge in practicing before this
Court, its proximity to this Court, and its ability to respond
quickly to emergency hearings and other emergency matters.  RL&F's
services will enable the New Debtors to execute faithfully their
duties as debtors in possession.

The principal professionals and paraprofessionals designated to
represent the New Debtors and their current standard hourly rates
are as follows:

     a) Daniel DeFranceschi $725 per hour
     b) Paul N. Heath $625 per hour
     c) Zachary I. Shapiro $465 per hour
     d) Tyler S. Semmelman $415 per hour
     e) William A. Romanowicz $340 per hour
     f) Barbara J. Witters $235 per hour

Daniel J. DeFranceschi, a director at RL&F, assures the Court that
RL&F is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Republic Powdered Metals, Inc., and affiliate NMBFiL, Inc. sought
Chapter 11 protection (Bankr. D. Del. Case No. 14-12028) on Aug.
31, 2014.

Republic Powdered Metal is a leader in the roof coating and
restoration industry which provides exclusive products for roof
and wall restoration, including an extensive line of roof
coatings.

NMBFiL is formerly known as Bondo Corporation. It is a
manufacturer of auto body repair products for the automotive
aftermarket and various other professional and consumer
applications. In November 2007, NMBFiL sold substantially all of
its assets and no longer has business operation.

Republic estimated assets of $10 million to $50 million and debt
of less than $10 million as of the bankruptcy filing.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes only, with the chapter 11 cases of
Specialty Products Holding Corp. and Bondex International, Inc.

Specialty Products, a unit of RPM International Inc., is a
manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

Specialty and affiliate Bondex International filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-11780) on
May 31, 2010.  The Debtors have tapped Jones Day as counsel,
Richards Layton & Finger, as co-counsel, and Logan and Company as
the claims and notice agent.  Specialty estimated assets and
debts of $100 million to $500 million as of the bankruptcy filing.


SPECIALTY PRODUCTS: New Debtors to Retain Jones Day as Counsel
--------------------------------------------------------------
NMBFiL, Inc., and Republic Powdered Metals, Inc., ask the
Bankruptcy Court to authorize the New Debtors to employ and retain
Jones Day as their bankruptcy counsel nunc pro tunc to August 15,
2014, with respect to NMBFiL and to August 31, 2014, with respect
to Republic.

Jones Day intends to charge for its legal services on an hourly
basis in accordance with its ordinary and customary hourly rates
in effect on the date services are rendered; and (b) seek
reimbursement of actual and necessary out-of-pocket expenses.  The
current hourly rates for those Jones Day lawyers expected to spend
significant time on these chapter 11 cases range from $350 per
hour to $950 per hour.

Prior to the Petition Dates, Republic provided Jones Day with a
retainer of $350,000 and NMBFiL provided Jones Day with a retainer
of $150,000 for services rendered or to be rendered and for
reimbursement of expenses.

In the one year period preceding the Petition Dates, Jones Day
received payments from the New Debtors relating to restructuring
and chapter 11 planning by drawing down the Retainers in an amount
totaling $500,000.  Jones Day is currently reconciling prepetition
payments, and will restore any amounts to the Retainers that are
not applied to prepetition fees.

The New Debtors assure the Court that Jones Day is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Republic Powdered Metals, Inc., and affiliate NMBFiL, Inc. sought
Chapter 11 protection (Bankr. D. Del. Case No. 14-12028) on Aug.
31, 2014.

Republic Powdered Metal is a leader in the roof coating and
restoration industry which provides exclusive products for roof
and wall restoration, including an extensive line of roof
coatings.

NMBFiL is formerly known as Bondo Corporation. It is a
manufacturer of auto body repair products for the automotive
aftermarket and various other professional and consumer
applications. In November 2007, NMBFiL sold substantially all of
its assets and no longer has business operation.

Republic estimated assets of $10 million to $50 million and debt
of less than $10 million as of the bankruptcy filing.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes only, with the chapter 11 cases of
Specialty Products Holding Corp. and Bondex International, Inc.

Specialty Products, a unit of RPM International Inc., is a
manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

Specialty and affiliate Bondex International filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-11780) on
May 31, 2010.  The Debtors have tapped Jones Day as counsel,
Richards Layton & Finger, as co-counsel, and Logan and Company as
the claims and notice agent.  Specialty estimated assets and
debts of $100 million to $500 million as of the bankruptcy filing.


SPECIALTY PRODUCTS: Republic & NMBFiL Seek Futures Representative
-----------------------------------------------------------------
NMBFiL, Inc., and Republic Powdered Metals, Inc., ask the
Bankruptcy Court to appoint Eric D. Green as legal representative
to future asbestos claimants nunc pro tunc to August 15, 2014,
with respect to NMBFiL and to August 31, 2014, with respect to
Republic.

The New Debtors request that Professor Green shall be appointed as
the New Debtors' Future Claimants' Representative to protect the
rights of Future Claimants.  Professor Green shall have no other
obligations except those that may be prescribed by orders of the
Court and accepted by Professor Green.

The Debtors also request that Professor Green be granted standing
under sections 524(g)(4)(B)(i) and 1109(b) of the Bankruptcy Code
to be heard as a party in interest in all matters relating to the
New Debtors' chapter 11 cases and shall have such powers and
duties of a committee as set forth in section 1103 of the
Bankruptcy Code as are appropriate for a future claimants'
representative.

In addition, Professor Green may employ attorneys and other
professionals consistent with sections 105, 327 and 1103 of the
Bankruptcy Code, subject to prior approval of this Court.

Compensation, including professional fees and reimbursement of
expenses, shall be payable to Professor Green and his
professionals from the New Debtors' estates, as appropriate,
subject to approval of this Court.  The New Debtors and Professor
Green have agreed that Professor Green shall be compensated at the
rate of $675 per hour.  Professor Green has advised the New
Debtors that he is unwilling to accept the proposed appointment as
the New Debtors' Future Claimants' Representative unless the New
Debtors provide him with appropriate and acceptable liability
insurance coverage effective as of the date of his appointment as
the New Debtors' Future Claimants' Representative.  By this
Application, the New Debtors seek this Court's authority to pay
the premiums necessary with respect to the New Debtors' Future
Claimants' Representative Liability Insurance.

The New Debtors shall indemnify and agree to defend and hold
harmless Professor Green, his partners, associates, principals,
employees and professionals, from and against any losses, claims,
damages or liabilities to which one or more of the Indemnified
Parties may become subject as a result of or in connection with
Professor Green's rendering services hereunder, unless and until
it is finally judicially determined that such losses, claims,
damages or liabilities were caused by gross negligence or willful
misconduct on the part of one or more of the Indemnified Parties
in performing their obligations.

Republic Powdered Metals, Inc., and affiliate NMBFiL, Inc. sought
Chapter 11 protection (Bankr. D. Del. Case No. 14-12028) on Aug.
31, 2014.

Republic Powdered Metal is a leader in the roof coating and
restoration industry which provides exclusive products for roof
and wall restoration, including an extensive line of roof
coatings.

NMBFiL is formerly known as Bondo Corporation. It is a
manufacturer of auto body repair products for the automotive
aftermarket and various other professional and consumer
applications. In November 2007, NMBFiL sold substantially all of
its assets and no longer has business operation.

Republic estimated assets of $10 million to $50 million and debt
of less than $10 million as of the bankruptcy filing.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes only, with the chapter 11 cases of
Specialty Products Holding Corp. and Bondex International, Inc.

Specialty Products, a unit of RPM International Inc., is a
manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

Specialty and affiliate Bondex International filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-11780) on
May 31, 2010.  The Debtors have tapped Jones Day as counsel,
Richards Layton & Finger, as co-counsel, and Logan and Company as
the claims and notice agent.  Specialty estimated assets and
debts of $100 million to $500 million as of the bankruptcy filing.


SPENCERPORT DEV.: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------
Debtor: Spencerport Development LLC
        45 Cedarfield Commons, Suite FA
        Rochester, NY 14612

Case No.: 14-21154

Chapter 11 Petition Date: September 15, 2014

Court: United States Bankruptcy Court
       Western District of New York (Rochester)

Judge: Hon. Paul R. Warren

Debtor's Counsel: David H. Ealy, Esq.
                  TREVETT, CRISTO, SALZER & ANDOLINA P.C.
                  2 State Street, Suite 1000
                  Rochester, NY 14614
                  Tel: (585) 454-2181
                  Fax: (585) 454-4026
                  Email: dealy@trevettlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Richard M. Gollel, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nywb14-21154.pdf


ST. CROIX PREPARATORY: S&P Affirms 'BB' Long-Term Rating
--------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable and affirmed its 'BB' long-term rating on Baytown
Township, Minn.'s series 2012 lease revenue bonds, issued on
behalf of St. Croix Preparatory Academy (SCPA).

At the same time, Standard & Poor's revised its outlook on the
SCPA's series 2008A lease revenue bonds and series 2008B taxable
lease revenue bonds, and affirmed its 'BB' long-term rating on the
bonds.

"The revised outlook and 'BB' rating reflect our view of SCPA's
strengthened operations, resulting in improved maximum annual debt
service coverage, strong enrollment, management, and market
fundamentals," said Standard & Poor's credit analyst Ashley
Ramchandani.

State-aid holdbacks have historically hampered operating cash flow
for many schools, including SCPA.  As a result, the academy's
liquidity has been constrained; however, projected days' cash on
hand is improved, to 61 days.  In addition, the academy was able
to secure a line of credit to maintain its operating flexibility,
which S&P views positively.  Leverage is also high, in S&P's view,
with a lease-adjusted MADS burden of 20%.

More specifically, the outlook and rating reflect S&P's view of
the academy's:

   -- Strong student demand profile, with a historically
      significant and solid waiting list equal to 42% of total
      headcount;

   -- Above-average aggregate test scores compared with those of
      the state and the local school district;

   -- Consistently positive and improving operating results;

   -- Good unreserved general fund balance equivalent to 13% of
      fiscal year 2013 expenses; and

   -- Good relationship with the charter authorizer, the Friends
      of Education, as well as three successful charter renewals
      -- the most recent effective for five years through June 30,
      2015.

Factors precluding a higher rating at this time consist of
weaknesses that S&P believes is specific to the academy, as well
as those intrinsic to charter schools in general, including:

   -- Minimal liquidity levels;
   -- High degree of leverage compared with the rating category
      medians;
   -- Inherent uncertainty associated with charter renewals given
      that the final maturity of the bonds exceeds the time
      horizon of the existing charter; and
   -- As of June 30, 2013, the academy had $26.1 million in total
      debt outstanding.  All bonds are fixed rate.  The series
      2008A, 2008B, and 2012 lease revenue bonds are secured by a
      mortgage on the academy's land, school building, and
      building contents in addition to all lease revenue.

The positive outlook reflects S&P's expectation that, during the
next 12 months, the academy's enrollment will remain stable or
continue to grow and produce positive operating results in support
of its current reserve levels, and that liquidity levels will
continue to improve.  S&P could consider a positive rating action
if days' cash on hand were to increase significantly to a level
commensurate with a higher rating, and debt service coverage were
to increase to a consistent 1.3x or better.  S&P could lower the
rating if enrollment declined such that operations become
pressured or if cash and general fund balances weakened.


STI INFRASTRUCTURE: S&P Lowers CCR to 'B-'; Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on STI Infrastructure Sarl to 'B-' from 'B'.  The outlook
is negative.

At the same time, S&P revised its recovery rating on the company's
$215 million term loan B due 2020 to '3' from '2' and lowered the
issue rating on the debt by two notches to 'B-' from 'B+'.  The
'3' recovery rating indicates S&P's expectation of meaningful
recovery (50% to 70%) in the event of payment default.

"The downgrade reflects weak operating performance during the
first half of 2014, which we believe is likely to result in the
company being unable to meet the credit ratios appropriate for the
previous rating," said Standard & Poor's credit analyst James
Siahaan.  Despite the company's first-half revenue increase of
2.7% on a year-over-year basis to $153 million, Synagro's adjusted
EBITDA was down over 30% during the same period.  The company has
faced challenges in its services segment, as poor weather limited
the opportunities for land application of biosolids, and the
company was hampered by the increased transportation costs
associated with disposing of the product.  Its drilling segment
has also underperformed this past year, because of a rapid decline
in rig count and reduced pricing.  While the company's rail
segment remains somewhat healthy and supportive of potential
acquisition growth initiatives (its margins exceed those of the
consolidated company), Synagro's underperformance in other areas
has resulted in weak profitability and credit measures for the
company as a whole.

The outlook is negative.  Synagro's financial covenant headroom
was very limited at the end of the second quarter of 2014, and
given the upcoming step changes of the covenant levels in future
periods under the terms of the credit agreement, the headroom
could continue to diminish.  The company could breach its
financial covenants if it does not achieve substantial improvement
in profitability during the back half of 2014, or if it is unable
to obtain an amendment to its credit facility or an equity
infusion from financial sponsor EQT.

S&P could lower the ratings further if Synagro's operations do not
improve, if it is unable to amend the terms of its credit facility
in order to improve its liquidity, or if it does not receive an
equity infusion.  S&P could also lower the ratings if its
liquidity continues to weaken and a missed interest payment or
distressed exchange appears imminent.

Given the company's current capital structure, S&P regards an
upgrade as unlikely within the next year.  S&P could raise the
rating if Synagro has corrected its operational issues and
demonstrates improved profitability such that its debt to EBITDA
ratio improves to roughly 6.0x, and if S&P believes that the level
of EBITDA headroom under its financial covenants is reasonably
likely to continually exceed 10%.


SUN PRODUCTS: S&P Revises Outlook on 'B-' CCR to Negative
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on the 'B-'
corporate credit rating on The Sun Products Corp. to negative from
stable.

At the same time, S&P affirmed its ratings on the company,
including the corporate credit rating as well as the 'B-' rating
on the company's senior secured debt.  The recovery rating on this
debt remains '3', indicating S&P's expectation that lenders could
expect meaningful (50%-70%) recovery in the event of a payment
default or bankruptcy.

S&P also affirmed its 'CCC' rating on the company's senior
unsecured debt.  The recovery rating on this debt is '6',
indicating that lenders could expect negligible (0-10%) recovery
in the event of a payment default or bankruptcy.

As of June 30, 2014, the company had $1.9 billion of long-term
debt outstanding, including approximately $262 million of
preferred stock.

"Sun Products' operating performance was below our expectations in
the second quarter, resulting in our downward forecast revision
for profits and credit metrics," said credit analyst Rodney
Olivero.  "The outlook change reflects our belief that intense
promotional price competition in the laundry detergent space will
remain through 2014 and into 2015, which could further reduce the
company's market share, weaken operating performance, and pressure
already weak credit metrics."

The negative outlook reflects S&P's view that the continued
intense promotional pricing environment for laundry detergent
could hurt Sun Products' market share and operating performance,
and further weaken the company's weak credit metrics.

Downside scenario

S&P would consider a lower rating if the company's profitability
declines and it is unable to generate positive free cash flow
because of more aggressive-than-expected price competition.  S&P
could also consider a downgrade if the benefits achieved through
the restructuring and outsourcing do not materialize as expected,
leading to erosion in already weak credit measures, such that
sustained EBITDA coverage of interest falls to the mid-1x area and
liquidity becomes constrained.  In S&P's view, EBITDA would need
to decline by 20% from current levels for EBITDA coverage of
interest to fall to the mid-1x area.

Upside scenario

Over the next year, S&P would consider revising its outlook to
stable if the company can stabilize sales and gross margin with
EBITDA margin expansion through successful cost restructuring
measures.  S&P believes operating performance could strengthen
through further private label penetration, continued successful
innovation of its key brands, and a return to a stable promotional
pricing environment.  S&P believes such improvement would likely
result in EBITDA coverage of interest sustained close to the 2x
area.  S&P estimates EBITDA would need to increase more than 10%
for this to occur.


TEMBEC INC: S&P Raises CCR to 'B-' on Reduced Funding
-----------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Montreal-based Tembec Inc. to 'B-' from 'CCC+'.
The outlook is stable.

Standard & Poor's also raised its issue-level rating on Tembec's
senior secured notes to 'B-' from 'CCC+'.  The '3' recovery rating
on the notes is unchanged, indicating S&P's expectation of
meaningful (50%-70%) recovery in the event of default.

"The upgrade reflects our view that the funding and execution
risks surrounding the Temiscaming cogeneration project have
subsided," said Standard & Poor's credit analyst Jamie Koutsoukis.
We understand that the project is more than 90% complete and that
the new turbine will start producing contract power in the first
half of fiscal 2015, which begins October 2014.  "The upgrade also
reflects our expectation that the company will maintain adequate
liquidity and an adjusted EBITDA interest coverage above 1.5x over
the next few years," Ms. Koutsoukis added.

The ratings on Tembec reflect what Standard & Poor's views as the
company's "vulnerable" business risk profile and "highly
leveraged" financial risk profile.  S&P bases its assessment of
Tembec's business risk profile on the company's position in the
highly fragmented and cyclical lumber, paper pulp, and paper
segments, which account for about 40% of Tembec's EBITDA.

Partially offsetting the above weaknesses is S&P's view of Tembec
as a large producer of specialty cellulose and dissolving pulp,
with a global market share of about 15% based on sales and the
significant energy produced as a byproduct of the pulping process.

The stable outlook reflects Standard & Poor's expectations that
Tembec's earnings and free operating cash flow will improve in the
next 12 months as capital spending for the Temiscaming
cogeneration project ends and the new turbine begins generating
contract power in the first half of fiscal 2015.  Over the next 12
months, S&P expects the company to maintain adequate liquidity, an
adjusted debt-to-EBITDA ratio above 5x, and an adjusted funds from
operations-to-debt ratio below 12%.

An upgrade would require the company's profitability to improve
resulting in an adjusted debt-to-EBITDA ratio approaching 4x.

A downgrade could occur if Tembec's profitability declines to the
point where adjusted EBITDA interest coverage falls below 1.5x,
which S&P believes would impair the company's ability to fund its
fixed charges and cause liquidity to deteriorate to "less than
adequate."


TOWER GROUP: Has $53.99-Mil. Net Loss in Q2 Ended June 30
---------------------------------------------------------
Tower Group International, Ltd., filed its quarterly report on
Form 10-Q, disclosing a net loss of $53.99 million on $138.84
million of total revenues for the three months ended June 30,
2014, compared to a net loss of $506.54 million on $451.47 million
of total revenues for the same period last year.

The Company's balance sheet at June 30, 2014, showed $3.45 billion
in total assets, $3.47 billion in total liabilities and total
stockholders' deficit of $20.55 million.

The Company said there can be no guarantee that it will be able to
remedy current statutory capital deficiencies in certain of its
insurance subsidiaries, maintain adequate levels of statutory
capital in the future, or generate sufficient liquidity to repay
the Notes due in 2014.  Consequently, there is substantial doubt
about the Company's ability to continue as a going concern.
Should the Company be unable to successfully execute the merger
with ACP Re or generate sufficient funds to repay the Notes and
remedy the capital deficiencies, these conditions would have a
material adverse effect on its business, results of operations and
financial position.

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

                       http://is.gd/c98FBD

Tower Group International, Ltd., operates as a holding company
with the interest in insurance services.  The company operates
through its insurance subsidiaries, which are focused on providing
commercial, personal and specialty insurance and reinsurance
products.  It provides personal insurance products to individuals
and commercial insurance products to small to medium-sized
businesses through a dedicated team of retail and wholesale
agents.  The company also offers specialty products on an admitted
and non-admitted basis, as well as through a network of program
underwriting agents. It involves in underwriting, claims and
reinsurance brokerage services to other insurance companies.  The
company was founded on Sept. 6, 2007, and is headquartered in
Hamilton, Bermuda.


TRIZETTO CORP: Cognizant Tech Deal No Impact on Moody's B2 CFR
--------------------------------------------------------------
Moody's Investors Service said the announced acquisition of
TriZetto Corporation by Cognizant Technology Solutions Corp has no
immediate impact on TriZetto's ratings, including the company's B2
Corporate Family Rating and stable outlook.

Headquartered in Englewood, Colorado, TriZetto Corporation
("TriZetto", f/k/a/ The TriZetto Group, Inc.) provides information
technology (IT) solutions to the U.S. healthcare industry. The
company develops, licenses, and supports proprietary and third-
party software products for the healthcare industry. It also
provides hosting, applications management, business process
outsourcing, consulting and other services. In August 2008,
TriZetto was acquired and taken private by an affiliate of Apax
Partners, L.P., for approximately $1.4 billion. BlueCross
BlueShield of Tennessee, Inc. (BCBST) and Cambia Health Solutions,
Inc., which also have ownership interest in the parent company of
TriZetto, are among the company's significant customers. For the
trailing twelve months ended June 30, 2014 the company's revenue
was $711 million.


TRUMP ENTERTAINMENT: Has Interim OK to Use Icahn Cash Collateral
----------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware gave Trump Entertainment Resorts, Inc., et al., interim
authority to use cash collateral securing their prepetition
indebtedness.  The Debtors need the cash collateral to, among
other things, preserve and maintain their going concern value.

As of the Petition Date, the Debtors were liable to Icahn Partners
LP, Icahn Partners Master Fund LP, and IEH Investments I, LLC, in
the aggregate principal amount of not less than approximately
$292,257,374.

Michael D. Sklar, Esq. -- msklar@levinestaller.com -- a partner at
Levine, Staller, Sklar, Chan & Brown, P.A., an unsecured creditor
of the Debtors, wrote a letter to Court, saying his firm objects
to the form of order submitted on behalf of the Debtors
authorizing postpetition use of cash collateral.  Levine Staller
holds a perfected attorney's charging lien in the amount of $1.25
million in the proceeds realized by the Debtors as a result of
judgments issued by the Tax Court of New Jersey related to certain
real estate tax appeals filed by the Debtors.  The Bankruptcy
Court overruled the objection.

A hearing to consider final approval of the Debtors' request to
use cash collateral is scheduled for Oct. 6, 2014, at 10:00 a.m.
(prevailing Eastern Time).  Objections are due Sept. 29.

A full-text copy of the Interim Cash Collateral Order with Budget
is available at http://bankrupt.com/misc/TRUMPcashcolord0910.pdf

                 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, 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: Can Employ Prime Clerk as Claims Agent
-----------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware gave Trump Entertainment Resorts, Inc., et al., authority
to employ Prime Clerk as their claims agent.

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

                 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, 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.


TRW AUTOMOTIVE: Moody's Puts Ba1 CFR on Review for Downgrade
------------------------------------------------------------
Moody's Investors Service placed the ratings of TRW Automotive,
Inc., including its Ba1 Corporate Family and Ba1-PD Probability of
Default ratings, under review for downgrade following the
announcement that TRW Automotive Holdings Corp. (the parent
company of TRW, "Holdings") has entered into a definitive
agreement with ZF Friedrichshafen AG ("ZF") under which ZF will
acquire all outstanding shares of Holdings.

Ratings placed on review for downgrade:

TRW Automotive, Inc.

  Ba1, Corporate Family Rating;

  Ba1-PD, Probability of Default Rating;

  Ba1 (LDG4), $1.4 billion senior unsecured revolving credit
  facility;

  Ba1 (LDG4), 7.25% senior unsecured notes due 2017;

  Ba1 (LDG4), 4.5% senior unsecured notes due 2021;

  Ba1 (LGD4), 4.45% senior unsecured notes due 2023

Ratings Rationale

According to the company's announcement, ZF will acquire all
outstanding shares of Holdings for US$105.60 per share in an all-
cash transaction valued at approximately US$13.5 billion on an
enterprise value basis and representing a 7.6x multiple of TRW's
adjusted EBITDA for the 12 months ended June 27, 2014. The
agreement has been unanimously approved by TRW's Board of
Directors and ZF's Supervisory Board and Management Board. The
closing of the transaction is subject to certain conditions,
including approval of the TRW stockholders, receipt of regulatory
approvals and other customary closing conditions. The transaction
is expected to close in the first half of 2015.

The announcement also states that the transaction will be financed
through a combination of ZF cash on hand, as well as committed
debt financing, and TRW will be operated as a separate business
division within ZF. Moody's estimates that the potential amount of
acquisition-related debt would pressure the current ratings if
supported by TRW's operations on a standalone basis. The review
will consider the final capital structure at TRW on a standalone
basis and/or any funding or guarantees from ZF. TRW's ratings may
be withdrawn if the company's debt is completely repaid.

The principal methodology used in this rating was the Global
Automotive Supplier Industry Methodology 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.

TRW Automotive, Inc., headquartered in Livonia, MI, is among the
world's largest and most diversified safety related suppliers of
automotive systems, modules, and components to global vehicle
manufacturers and related aftermarkets. The company has four
operating segments: Chassis Systems, Occupant Safety Systems,
Automotive Components, and Electronics. Its primary business lines
encompass the design, manufacture, and sale of active and passive
safety related products. Revenues for LTM June 2014 were
approximately $17.7 billion.


TUSKEENA WYTHEVILLE: Case Summary & 7 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Tuskeena Wytheville Center, L.L.C.
        a Virginia limited liability company
        P.O. Box 2169
        Ponte Vedra Beach, FL 32004

Case No.: 14-71274

Chapter 11 Petition Date: September 15, 2014

Court: United States Bankruptcy Court
       Western District of Virginia (Roanoke)

Judge: Hon. Paul M. Black

Debtor's Counsel: Robert S Westermann, Esq.
                  HIRSCHLER FLEISCHER, P.C.
                  2100 East Cary Street
                  The Edgeworth Building
                  Richmond, VA 23223
                  Tel: 804-771-5610
                  Fax: 804-644-0957
                  Email: rwestermann@hf-law.com
                         rmcburney@hf-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Christopher B. White, manager.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/vawb14-71274.pdf


UHF INCORPORATED: Incurs $3.06-Mil. Net Loss for June 30 Quarter
----------------------------------------------------------------
UHF Incorporated filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $3.06 million for the three months ended June 30, 2014,
compared with a net loss of $401,041 for the same period last
year.

The Company's balance sheet at June 30, 2014, showed $62.79
million in total assets, $58.29 million in total liabilities and
total stockholders' equity of $4.5 million.

The Company incurred a net loss of $3.89 million for the six
months ended June 30, 2014.  The Company also had a working
capital deficit of $38.52 million as of June 30, 2014.  In
addition, the Company has refused to sell its iron ore concentrate
to its sole customer because of the low price offered.  These
conditions raise a 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/VreZsv

UHF Incorporated focuses on seeking business opportunities, such
as a merger, acquisition or other business transaction that will
lead to the Company to have business operations.


USMART MOBILE: Amends Second Quarter Report
-------------------------------------------
USmart Mobile Device Inc. filed with the Securities and Exchange
Commission an amendment to its quarterly report on Form 10-Q
reporting a net loss of $282,104 on $451,371 of net sales for the
three months ended June 30, 2014, compared with a net loss of
$648,107 on $25.01 million of net sales for the same period last
year.

The Company's balance sheet at June 30, 2014, showed $(12.67)
million in total assets, $409,311 in total liabilities and total
stockholders' equity of $(13.08) million.

For the half year ended June 30, 2014, the Company has generated
revenue of $1.01 million and has incurred an accumulated deficit
of $17.45 million.  These factors raise substantial doubts
regarding the Company's ability to continue as a going concern.

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

                       http://is.gd/ezEBH8

                       About USmart Mobile

Del.-based USmart Mobile, previously known as ACL Semiconductors
Inc., is engaged in the production, manufacturing and distribution
of smartphones, electronic products and components in Hong Kong
Special Administrative Region and the People's Republic of China
through its operating subsidiaries.

USmart Mobile reported a net loss of $13.8 million on $72.2
million of net sales for the year ended Dec. 31, 2013, as compared
with a net loss of $4.86 million on $161 million of net sales for
the year ended Dec. 31, 2012.

Albert Wong & Co. LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern,
which contemplates the realization of assets and liquidation of
liabilities in the normal course of business.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.


VARIANT HOLDING: Creditor Calls for Ch.11 Trustee, Cites Fraud
--------------------------------------------------------------
Law360 reported that major creditor Beach Point Capital Management
LP called for a Chapter 11 trustee to oversee the Variant Holding
Co. LLC bankruptcy case, claiming the real estate company engaged
in a "complex fraud" to divert loan funds that has caught the
attention of the U.S. Department of Justice.  According to the
report, in a motion before the Delaware bankruptcy court, Beach
Point-affiliated funds, which say they are owed on a $73 million
secured loan, alleged they are victims of a scheme by Variant to
siphon off millions of dollars.

                 About Variant Holding

Variant Holding Company, LLC, commenced bankruptcy proceedings
under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No.
14-12021) on Aug. 28, 2014, without stating a reason.

Tucson, Arizona-based Variant Holding estimated $100 million to
$500 million in assets and less than $100 million in debt.

The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, as counsel.

Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding
Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP,
signed the resolution authorizing the bankruptcy filing.


WELLNESS CENTER USA: Posts $497,000 Net Loss for Second Quarter
---------------------------------------------------------------
Wellness Center USA, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $497,000 on $70,576 of total
revenue for the three months ended June 30, 2014, compared with a
net loss of $558,093 on $77,157 of total revenue for the same
period last year.

The Company's balance sheet at June 30, 2014, showed $6.24 million
in total assets, $1.13 million in total liabilities and total
stockholders' equity of $5.11 million.

The Company had an accumulated deficit at June 30, 2014, a net
loss and net cash used in operating activities for the reporting
period then ended.  These factors raise substantial doubt about
the Company's ability to continue as a going concern, the Form
10-Q filing says.

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

                       http://is.gd/mdSKx6

Wellness Center USA, Inc. (OTCQB: WCUI) is a diversified
healthcare and medical device company based in Schaumburg,
Illinois.  The Company operates Psoria-Shield Inc., which designs
and manufactures medical devices; Stealth Mark Holdings, Inc.,
which provides product authentication solutions; and National Pain
Centers, Inc., which specializes in pain management solutions.


WHITE RIVER BAPTIST: Case Summary & 3 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: White River Baptist Church, Inc.
        1222 Demaree Road
        Greenwood, IN 46143

Case No.: 14-08557

Chapter 11 Petition Date: September 15, 2014

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

Judge: Hon. Robyn L. Moberly

Debtor's Counsel: Eric C Redman, Esq.
                  REDMAN LUDWIG PC
                  151 N Delaware St Ste 1106
                  Indianapolis, IN 46204
                  Tel: 317-685-2426
                  Email: ksmith@redmanludwig.com

Total Assets: $867,700

Total Liabilities: $1.84 million

The petition was signed by Steve Finke, pastor.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/insb14-08557.pdf


WILMINGTON TRUST: Charged by SEC Over Improper Accounting
---------------------------------------------------------
The Securities and Exchange Commission on Sept. 11 announced
accounting and disclosure fraud charges against a Delaware-based
bank holding company for failing to report the true volume of its
loans at least 90 days past due as they substantially increased in
number during the financial crisis.

An SEC investigation found that as the real estate market declined
in 2009 and 2010 and its construction loans began to mature
without repayment or completion of the underlying project,
Wilmington Trust Company did not renew, extend, or take other
appropriate action for 90 days or more on a material amount of its
matured loans.  Instead of fully and accurately disclosing the
amount of these accruing loans as required by accounting guidance,
Wilmington Trust improperly excluded the matured loans from its
public financial reporting.

Wilmington Trust, which was acquired by M&T Bank in May 2011, has
agreed to pay $18.5 million in disgorgement and prejudgment
interest to settle the SEC's charges.

"Improper application of accounting principles by Wilmington Trust
had the effect of misleading investors about a key credit quality
metric during a time of significant upheaval and financial
distress for the bank," said Andrew J. Ceresney, director of the
SEC's Division of Enforcement.  "Investors must know when banking
institutions are unable to recover on material amounts of
outstanding loans, which means those institutions must carefully
adhere to relevant accounting rules."

Andrew M. Calamari, Director of the SEC's New York Regional
Office, added, "By failing to fully disclose the actual volume of
accruing loans past due 90 days or more, Wilmington Trust
prevented investors from learning the full scope of the troubles
in its commercial real estate loan portfolio."

According to the SEC's order instituting a settled administrative
proceeding, Wilmington Trust omitted from its disclosures in the
third and fourth quarters of 2009 approximately $338.9 million and
$330.2 million, respectively, in matured loans 90 days or more
past due.  Instead, it disclosed just $38.7 million in such loans
for the third quarter and only $30.6 million in its annual report
following the fourth quarter.  Wilmington Trust also materially
misreported this category of loans in the first and second
quarters of 2010.  Furthermore, Wilmington Trust failed to
accurately disclose during the second half of 2009 the amount of
non-accruing loans in its portfolio, and materially understated
its loan loss provision and allowance for loan losses during this
same period.

Wilmington Trust consented to the entry of the order finding that
it violated Sections 17(a)(2) and 17(a)(3) of the Securities Act
of 1933 as well as the reporting, books and records, and internal
controls provisions of the federal securities laws.  In addition
to the monetary sanctions, Wilmington Trust agreed to cease and
desist from committing or causing any violations and any future
violations of these provisions.

The SEC's investigation, which is continuing, has been conducted
by Margaret Spillane, James Addison, and Michael Osnato of the New
York Regional Office.  The SEC appreciates the assistance of the
U. S. Attorney's Office for the District of Delaware, Federal
Bureau of Investigation, Federal Reserve, and Office of the
Special Inspector General for the Troubled Asset Relief Program.


WKI HOLDING: Moody's Says Weak Performance No Impact on B2 Rating
-----------------------------------------------------------------
Moody's Investors Service said that WKI Holding Company, Inc.'s
("World Kitchen", B2 stable) increase in leverage as a result of
its significant year-to-date EBITDA decline is a credit negative
but has no impact on the company's ratings or outlook at present.

Headquartered in Rosemont, Illinois, WKI Holding Company, Inc.
("World Kitchen"), its operating subsidiary World Kitchen LLC and
its other operating subsidiaries manufacture, design and market
dinnerware, bakeware, kitchen tools, rangetop cookware, storage
and cutlery products. Brands include Corelle, Pyrex, Corningware,
Snapware, Visions, Chicago Cutlery, Baker's Secret and others. The
company markets its products primarily in the US (61% of revenue),
Asia-Pacific (27%) and Canada (9%) across a range of distribution
channels including mass merchants, department stores, specialty
retailers, company-operated stores and the internet. The majority
of World Kitchen's equity is held by financial sponsors W Capital
Partners II, L.P. (37%) and Oaktree Capital Management (34%).
Revenues for the LTM period ended June 30, 2014 were approximately
$636 million.


* Anti-Inversion Tax Plan Could Reach Back to 1994
--------------------------------------------------
Richard Rubin, writing for Bloomberg News, reported that the
proposal by Charles Schumer, a Senate Democrat, to limit future
deductions for companies that moved tax addresses out of the U.S.
as many as 20 years ago would penalize dozens of so-called
inversion deals.  According to the report, citing a draft the news
agency obtained, Mr. Schumer's proposal would reduce the amount of
deductible interest for inverted companies to 25 percent of U.S.
taxable income from 50 percent.


* CalPERS to End Hedge Fund Investments
---------------------------------------
Alexandra Stevenson and Michael Corkery, writing for The New York
Times' DealBook, reported that the California Public Employees'
Retirement System, the nation's largest pension fund, will
eliminate all of its hedge fund investments over the next year on
concerns that investments are too complicated and expensive.
According to the report, the pension fund, which oversees $300
billion, said that it would liquidate its positions in 24 hedge
funds and six hedge fund-of-funds -- investments that total $4
billion and more than 1 percent of its total investments under
management.


* Credit Score Overhaul Introduced in Congress
----------------------------------------------
AnnaMaria Andriotis, writing for The Wall Street Journal, reported
that a new bill in Congress seeks to overhaul the consumer credit-
reporting system by lessening the period over which loan defaults
and bankruptcies are included in credit reports.  According to the
report, the bill's introduction comes a month after Fair Isaac
Corp. announced it would tweak its widely used FICO credit score
to no longer penalize consumers for past failure to pay a bill if
the bill has been paid or settled with a collection agency.


* House to Vote on Insurance-Industry Change to Dodd-Frank
----------------------------------------------------------
Ryan Tracy, writing for The Wall Street Journal, reported that
House Republicans will be passing for a vote a bill that would
amend Dodd-Frank to give the Federal Reserve more flexibility in
regulating insurance companies.  According to the Journal, the new
package, sponsored by Rep. Andy Barr (R., Ky.), and Financial
Services Committee Vice Chairman Gary Miller (R., Calif.), would
allow higher charges for home buyers in some real-estate
transactions, which consumer groups oppose, and would exempt some
debt securities known as collateralized loan obligations from the
Volcker rule's limits on bank trading.


* Judiciary Committee Approves Fin'l Institution Bankruptcy Act
---------------------------------------------------------------
The House Judiciary Committee has approved H.R. 5421, the
Financial Institution Bankruptcy Act of 2014 by a voice vote.

The Financial Institution Bankruptcy Act is a product of the
Judiciary Committee's long-standing oversight of the United
States' bankruptcy laws as well as the Committee's recent
examination into improving bankruptcy laws for the resolution of
financial institutions. The Financial Institution Bankruptcy Act
incorporates the recommendations of hearing witnesses, regulators
and experts from three Committee hearings on the subject over the
past year. The legislation specifically adds a new subchapter V to
chapter 11 of the Bankruptcy Code to address the resolution of
financial institutions, including large, multi-national financial
firms.

House Judiciary Committee Chairman Bob Goodlatte (R-Va.), Ranking
Member John Conyers (D-Mich.) and Regulatory Reform Subcommittee
Chairman Spencer Bachus (R-Ala.) praised the Committee vote:

"We strongly support the Committee's passage of the bipartisan
Financial Institution Bankruptcy Act today. This bill was
carefully calibrated to strengthen our nation's bankruptcy laws
and to ensure that the bankruptcy process is well equipped to
resolve companies of all operations and sizes. This legislation
enhances the Bankruptcy Code and its ability to resolve financial
institutions in an efficient and value-maximizing manner for the
benefit of the U.S. and global economies, employees, creditors,
and customers."


* SEC Preparing New Mutual Fund Rules
-------------------------------------
Andrew Ackerman, writing for The Wall Street Journal, reported
that the U.S. Securities and Exchange Commission is preparing new
rules to boost oversight of mutual funds, hedge funds and other
firms as part of an effort to gain insight into whether the $50
trillion asset-management industry poses risks to the financial
system.  According to the report, the SEC is in the early stages
of developing requirements, including that asset managers such as
Fidelity Investments and BlackRock Inc. give regulators more data
about their mutual-fund portfolio holdings and conduct stress
tests on their funds to determine how they would weather economic
shocks such as a sudden change in interest rates.


* Senators Say Criminal Bank Execs Should Face Arrest
-----------------------------------------------------
Peter Schroeder, writing for The Hill, reported that bipartisan
duo Sens. Elizabeth Warren (D-Mass.) and Richard Shelby (R-Ala.)
indicated that there is broad interest in seeing the government
punish individual bank executives, and not just their
institutions, or criminal wrongdoing.  According to the report,
both senators expressed concern that actions tied to the financial
collapse have resulted in fines and settlements but not arrests,
suggesting the Senate Banking Committee will be an aggressive
force no matter which party controls it after November.


* Wall Street Banks Feel Pressure on Fed's Proposed New Rules
-------------------------------------------------------------
Nathaniel Popper, writing for The New York Times' DealBook,
reported that Wall Street banks scrambled to determine how they
might have to adjust their business models to comply with newly
proposed rules that could push the banks to downsize.  According
to the report, in testimony before the Senate Banking Committee, a
Federal Reserve official, Daniel K. Tarullo, said that the central
bank was hoping to tip the regulations against banks that are
still thought to be too big to fail, and in favor of smaller,
less-complex banks.


* U.S. Education Dept. Changes Rules on Student Loan Servicing
--------------------------------------------------------------
The New York Times reported that the U.S. Department of Education
changed its rules to address the problem in student loan payment
collections to make sure that loan servicers help direct
struggling borrowers into affordable payment plans instead of
allowing them to slide toward default.

According to the report, under the Education Department's new
rules, loan servicers will be paid more for borrowers who are
actively repaying their loans and less for those who are
delinquent, in deferment or who ultimately default to encourage
servicers to pay more attention to borrowers having difficulties
-- and to push them toward programs like Income-Based Repayment,
which caps the required monthly payment at an affordable amount
based on the borrower's earnings and family size.  The NY Times,
however, said that while the modified rules are a good step, it
doesn't go far enough to overhaul the student loan service system.


* Marc Rosenberg Joins Golenbock's Bankruptcy Group as Partner
--------------------------------------------------------------
Golenbock Eiseman Assor Bell & Peskoe LLP on Sept. 8 disclosed
that Marc Rosenberg has joined the firm as a partner in its
Bankruptcy, Reorganization & Creditors' Rights practice group,
effective September 2, 2014.  Mr. Rosenberg joins Golenbock from
Kaye Scholer LLP, where he was partner in the firm's Bankruptcy &
Restructuring Department.  Mr. Rosenberg has worked on all aspects
of bankruptcy and creditors' rights matters on behalf of a diverse
client base for more than 20 years.

"We are pleased to have Marc join our firm," said Jeffrey
Golenbock, one of the firm's founding partners.  "Marc is an
accomplished practitioner whose addition will enhance our existing
bankruptcy, restructuring and creditors' rights practice."

Mr. Rosenberg has represented financially distressed companies,
purchasers of and investors in such companies, trustees and
receivers, secured and unsecured creditors and creditors'
committees in out-of-court workouts, pre-packaged, pre-negotiated
and conventional chapter 11 cases and related transactional and
litigation matters.

"I am extremely pleased to be joining Golenbock's restructuring
group, which is supported by a deep bench of talented litigation
and corporate lawyers," said Mr. Rosenberg.  "In today's dynamic
legal marketplace, I believe clients seeking sophisticated and
cost effective legal advice will find Golenbock to be an
attractive choice."

Mr. Rosenberg has lectured before bar and trade associations on a
variety of bankruptcy-related topics, including distressed
investing, DIP and exit financing, distressed mergers and
acquisitions and real estate-related bankruptcies and
restructurings.  He is a 2013 recipient of the City Bar Justice
Center's Jeremy Epstein Award for his Pro Bono work at the City
Bar Consumer Bankruptcy Project.  Most recently, Mr. Rosenberg was
selected for inclusion on the register of mediators maintained by
the United States Bankruptcy Court for the Southern District of
New York.  He is also a member of American Bar Association, the
American Bankruptcy Institute, and the Association of Insolvency
and Restructuring Advisors, where he is a Member of the Board of
Directors.

Mr. Rosenberg received his J.D. from Seton Hall University School
of Law in 1988, where he was a member of the Seton Hall
Legislative Journal, and his L.L.M. from New York University
School of Law in 1991.  He is admitted to practice law in the
State of New York and the US District Court for the Eastern and
Southern Districts of New York.

           About Golenbock Eiseman Assor Bell & Peskoe LLP

Golenbock Eiseman Assor Bell & Peskoe LLP is a full-service
Manhattan law firm of approximately 50 attorneys which has served
its clients' complex litigation and corporate needs for over 30
years.


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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