TCR_Public/140919.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, September 19, 2014, Vol. 18, No. 261

                            Headlines

1011778 BC: Moody's Assigns 'B2' Corp. Family Rating
AIR CANADA: Moody's Raises Corporate Family Rating to 'B2'
ALCOA INC: Fitch Assigns 'BB+' Rating on $1BB Sr. Notes Due 2024
ALCOA INC: Moody's Assigns Ba1 Rating on Senior Unsecured Notes
ALLY FINANCIAL: Shares Dodd-Frank Act Stress Test Results

ANSWERS CORP: Moody's Assigns 'B3' CFR & Rates 1st Lien Debt 'B1'
ANSWERS CORP: S&P Assigns 'B' CCR & Rates $360MM Secured Debt 'B'
APOLLO MEDICAL: Signs Agreements with CEO Warren Hosseinion
ARAMID ENTERTAINMENT: Can't Stop Trustee's Intervention Bid
ASSOCIATED GAS: FirstEnergy Must Kick In for NYSEG Cleanup

ASSOCIATED WHOLESALERS: Seeks to Hire Saul Ewing as Counsel
ASSOCIATED WHOLESALERS: Names D. Booth of Carl Marks as CRO
ASSOCIATED WHOLESALERS: Proposes to Pay Bonuses to 15 Employees
ASSOCIATED WHOLESALERS: Bid Protocol Hearing Set for Sept. 23
ASSOCIATED WHOLESALERS: Gerrity's Owner Comments on Ch.11 Filing

ATLANTIC POWER: S&P Puts 'B' CCR on CreditWatch Negative
ATLS ACQUISITION: Deal to Settle Objection to Disclosure Approved
AUXILIUM PHARMACEUTICALS: $50MM Add-on No Impact on Moody's CFR
AUXILIUM PHARMACEUTICALS: Moody's Reviews B3 CFR for Upgrade
BANKRATE INC: Moody's Puts 'B1' CFR on Review for Downgrade

BERNARD L. MADOFF: Aide Warns of 'Gender Disparity' in Jail
BESRA GOLD: TSX to Delist Common Shares on October 17
BRUSH CREEK: Buckhorn Balks at Extension of Exclusivity Periods
BRUSH CREEK: Hearing on Adequate Protection Bid Set for Oct. 23
BUCCANEER ENERGY: Bankruptcy Leaves Millions in Unpaid Bills

CAPSTONE LOGISTICS: Moody's Assigns 'B3' Corporate Family Rating
CAPSTONE LOGISTICS: S&P Assigns 'B' CCR; Outlook Stable
CBS OUTDOOR: Moody's Assigns B1 Rating on New $450MM Senior Notes
CC44 L.L.C.: Voluntary Chapter 11 Case Summary
CHECKOUT HOLDING: Moody's Affirms 'B3' Corporate Family Rating

CHESTER DOWNS: Fitch Lowers Issuer Default Rating to 'CCC'
CLEAR CHANNEL: Changes Company Name to "iHeartMedia"
CONNEAUT LAKE PARK: Ch. 11 Filing Mulled to Halt Sheriff's Sale
CONSTELLATION ENTERPRISES: Moody's Lowers CFR to 'Caa1'
CORNERSTONE HOMES: Trustee Hires Hiscock & Barclay as Counsel

CTI BIOPHARMA: Provides Corporate Update to Investors
DELIA*S INC: Liquidity Crunch Raises Urgency Level
DIGITAL DOMAIN: 16th Financing Amendment Approved
EAGLE BULK: Hires Alvarez & Marsal as Restructuring Advisors
EAGLE BULK: Wants to Hire Milbank Tweed as Attorneys

EAGLE BULK: Hires Moelis & Company as Investment Banker & Advisor
ENDO INT'L: S&P Puts 'BB-' CCR on CreditWatch Negative
ENERGY FUTURE: Retains Thompson & Knight as Special Tax Counsel
ESTATE FINANCIAL: Court Approves Hollister & Brace as Counsel
EVERGREEN SKILLS: S&P Assigns 'B-' Corp. Credit Rating

EXECUTIVE PARK ORTHOPEDIC: In Ch. 11 Amid Dispute With Landlords
EXGEN TEXAS: Moody's Affirms B1 Rating on $675MM Sr. Secured Debt
FINJAN HOLDINGS: Court of Appeals Affirms Ruling in Patent Case
FIRST MARINER: Trustee Slams Kirkland Bankruptcy Fees
FREESEAS INC: Sells M/V Free Jupiter for $12.2 Million

GALENAS EDGE: Case Summary and Two Unsecured Creditors
GAMESTOP CORP: Moody's Assigns 'Ba1' Corporate Family Rating
GAWK INC: Incurs $1.06-Mil. Net Loss for April 30 Quarter
GLIMCHER REALTY: Moody's Puts B1 Preferred Stock Rating on Review
GLOBAL CASH: S&P Puts 'BB' CCR on CreditWatch Negative

GM FINANCIAL: Fitch Assigns 'BB+' Rating on EUR10-Bil. Notes
GM FINANCIAL: Moody's Assigns (P)Ba1 Rating on Euro Term Note
HALYARD HEALTH: S&P Assigns BB Corp. Credit Rating; Outlook Stable
HARBOR PLACE: Voluntary Chapter 11 Case Summary
HEALTHSOUTH CORP: New $150MM Debt No Impact on Moody's Ba3 CFR

HEALTHSOUTH CORP: S&P Assigns 'BB+' Rating on $150MM Secured Loan
HERON LAKE: Posts $6.8 Million Net Income in July 31 Quarter
HOWREY LLP: Judge Partly Sticks to His Guns on Unfinished Biz
IMAGENETIX INC: Confirms Reorganization Plan, Exits Chapter 11
INDIAN VALLEY TIMBER: Voluntary Chapter 11 Case Summary

JAC HOLDING: Moody's Assigns B3 CFR & Rates $140MM Sr. Notes B3
JWD ASSOCIATES: Voluntary Chapter 11 Case Summary
LAKSHMI HOSPITALITY: Seeks Authority to Use Cash Collateral
LDK SOLAR: Units to File Prepack Bankruptcy in U.S.
LDK SOLAR: Cayman Court Wants Creditors Meeting Held in October

LDK SOLAR: Hong Kong Court to Conduct Hearing on Sept. 23
LIFE ENHANCEMENT: Case Summary & 20 Largest Unsecured Creditors
LONE STAR UTILITIES: Wins Confirmation of Bankruptcy Exit Plan
LV PARADISE: Case Transferred to District of Nevada
MILLER AUTO PARTS: Atlanta-Based Supplier Enters Chapter 11

MILLER AUTO PARTS: Proposes DIP Financing From First Capital
MILLER AUTO PARTS: Taps Logan & Company as Claims Agent
MJC AMERICA: Can Employ Hanson Bridgett as Special Counsel
MJC AMERICA: Can Employ Alan M. Insul as Special Counsel
MOMENTIVE PERFORMANCE: First & 1.5 Lien Holders Can't Change Vote

MOMENTIVE PERFORMANCE: Balks at U.S. Bank Bid to Stay Plan Order
MONARCH COMMUNITY: EJF Capital Reports 9.8% Equity Stake
MORNING STAR PASTURE: Voluntary Chapter 11 Case Summary
MVB HOLDING: Landlord Suit Prompted Bankruptcy Filing
NATCHEZ REGIONAL: Stalking Horse Unopposed in Bidding

NATIONAL MENTOR: Moody's Places B3 CFR on Review for Upgrade
NEW WORLD RESOURCES: Wins Foreign-Main Recognition
NEWLEAD HOLDINGS: Ironridge Seeks Add'l 3.8MM Settlement Shares
NII HOLDINGS: Meeting to Form Creditors' Panel Set for Sept. 29
NII HOLDINGS: Moody's Lowers Corporate Family Rating to 'Ca'

PACIFIC STEEL: Sentry Insurance to Retain Policy Setoff Rights
PLY GEM HOLDINGS: Selling $150MM Notes at 93.25% Issue Price
PRESSURE BIOSCIENCES: Presented at Rodman and Renshaw Conference
RAAM GLOBAL: Subsidiaries Get $85 Million Loan
REVEL AC: Sale Price Is 6% of Debt in First Chapter 11

ROSETTA GENOMICS: Cancels Oct. 10 Annual Shareholders' Meeting
SAN BERNARDINO, CA: Can Cut Firefighter Benefits, Judge Says
SEARS HOLDINGS: Loan Highlights Pressure on Cash
SEARS HOLDINGS: ESL to Join Capital Structure Evaluation
SIGA TECHNOLOGIES: Enters Bankruptcy Amid Battle With PharmAthene

SIGA TECHNOLOGIES: Wants Schedule Deadline Moved to Oct. 30
SIGA TECHNOLOGIES: Proposes to Pay Claims of Critical Vendors
SIGA TECHNOLOGIES: Bankruptcy Court Approves "First-Day Motions"
SIMMONS FOODS: S&P Affirms 'B-' Corp. Credit Rating
SKYLINE MANOR: Bids Due Oct. 6, Continues Search for Buyer

SMHC LLC: Wins Confirmation of Reorganization Plan
SOMERSET 2002: Case Summary & Unsecured Creditor
SUPERIOR NATIONAL: Chase Denied Atty. Docs in $775-Mil. Fight
T. J. CALDON: Case Summary & 20 Largest Unsecured Creditors
TELEXFREE LLC: Greenberg, Alvarez Agree to Slash Fees

TEM ENTERPRISES: Court Okays Stefani Chaidez as Accountants
TEMBEC INDUSTRIES: Moody's Assigns B3 Rating on $375MM Sr. Notes
TRUMP ENTERTAINMENT: Needs to File Plan Next Month
TRUMP ENTERTAINMENT: Seeks to Hire Stroock as Bankruptcy Counsel
TRUMP ENTERTAINMENT: Taps Young Conaway as Local Delaware Counsel

TRUMP ENTERTAINMENT: Seeks to Employ Houlihan as Fin'l Advisor
US COAL: U.S. Trustee Objects to Bonus Program
USEC INC: Expects to Exit Chapter 11 Restructuring on Sept. 30
VARIANT HOLDING: Creditor Wants Court OK Prior to Closing of Sale
VARIANT HOLDING: Files Schedules of Assets and Liabilities

WINDSOR PETROLEUM: Seeks Approval of Plan Outline, Voting Process
XTL BIOPHARMACEUTICALS: Reports $710-K Loss in Second Quarter
YMCA OF MILWAUKEE: Proofs of Claim Deadline Set for Oct. 31
ZEBRA TECHNOLOGIES: Moody's Assigns Ba3 Corporate Family Rating

* Circuit Judges Differ on When a Lawsuit Arises
* Test Nears on Whether Bankruptcy Shields Rent-Stabilized Leases

* Alpine Group Board Approves Liquidation Distribution

* Marks Paneth Among Top Three N.Y. Forensic Accounting Providers
* Kirkland's Bankruptcy Veteran Richard Cieri to Retire

* BOOK REVIEW: Transnational Mergers and Acquisitions
               in the United States


                             *********


1011778 BC: Moody's Assigns 'B2' Corp. Family Rating
----------------------------------------------------
Moody's Investors Service assigned a (P)B1 rating to 1011778 B.C.
Unlimited Liability Company (1011778 B.C.) proposed $500 million
guaranteed senior secured 1st lien revolving credit facility and
$6.75 billion guaranteed senior secured 1st lien term loan and a
(P)Caa1 rating to the company's proposed $2.25 billion guaranteed
senior secured 2nd lien notes. In addition, Moody's assigned
1011778 B.C. a B2 Corporate Family Rating (CFR), B2-PD Probability
of Default Rating (PDR) and SGL-1 Speculative Grade Liquidity
rating. The outlook is stable

Ratings Rationale

The ratings of Burger King Capital Holdings (BKCH) and Burger King
Corporation (BKC) remain under review for downgrade given the
uncertainty as to the ratings of any debt of BKCH and BKC not
tendered and that remains part of the final capital structure.
These ratings were placed under review on August 27, 2014
following the announcement that Burger King Worldwide Inc. (BKW),
the publicly traded parent company of BKCH and BKC, entered into a
definitive agreement to acquire Tim Hortons, Inc. for
approximately $12.0 billion. The transaction is expected to close
in late 2014 or early 2015, subject to Tim Horton's shareholder
approval and various regulatory reviews in the US and Canada.

Proceeds from the proposed bank facilities and 2nd lien notes
along with approximately $3.0 billion of 9% cumulative perpetual
Series A preferred stock and $3.4 billion of new common equity and
cash on hand will be used to fund the acquisition of Tim Hortons
(TH) and refinance the outstanding debt at Burger King.

Moody's ratings are subject to receipt and review of final
documentation.

"The B2 Corporate Family Rating (CFR) reflects the company's high
leverage and weak cash flow coverage metrics pro forma for the
acquisition as well as an aggressive financial policy and
significant remodeling requirements of its franchisees. Moody's
also believe that soft consumer spending and high levels of
promotional activities by competitors will continue to pressure
operating performance," stated Bill Fahy, Moody's Senior Credit
Officer. Pro forma for the transaction as of June 30, 2014,
leverage on a debt to EBITDA basis will be high at over 6.5 times
and over 8.0 if the 9% preferred stock were incorporated as debt.
"However, the ratings also reflect the brand recognition of both
Burger King and Tim Horton's, meaningful scale, diversified day
part and food offerings which boosts returns on invested capital,
and very good liquidity" stated Fahy.

The CFR and PDR ratings reflect the proposed capital structure
total debt outstanding at closing of approximately $9.0 billion
(unadjusted and excluding capital leases). The debt classes have
been assigned provisional ratings because the final ratings of
these debt classes could be affected by variation in the
proportion of each debt class within the $9.0 billion total. This
partly reflects uncertainty in regards to the amount of existing
debt that will be put back to Tim Hortons and Burger King under
change of control provisions.

New ratings assigned:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$500 million guaranteed senior secured 1st lien revolving credit
facility expiring 2019 at (P)B1 (LGD 3)

$6.75 billion guaranteed senior secured 1st lien term loan due
2021 at (P)B1 (LGD 3)

$2.25 billion guaranteed senior secured 2nd lien notes due 2022 at
(P)Caa1 (LGD 5)

Speculative Grade Liquidity rating of SGL-1

The ratings outlook is stable

The stable outlook reflects Moody's view that 1011778 B.C.'s debt
protection measures will gradually improve over the next twelve
months despite persistently soft consumer spending and intense
competition as the company reduces costs and focuses on debt
reduction above required amortization. The stable outlook also
reflects Moody's expectation that the company maintain very good
liquidity.

Factors that could result in an upgrade include a sustained
strengthening of debt protection metrics with debt to EBITDA of
under 5.0 times and EBITA coverage of interest of over 2.0 times.
A higher rating would also require very good liquidity.

However, a downgrade could occur in the event the company is
unable to strengthen debt protection metrics from current levels
while maintaining very good liquidity. Specifically, a downgrade
could occur if Burger King is unable to reduce debt to EBITDA over
the next twelve to eighteen months to below 6.0 times or if EBITA
to interest approached 1.5 time. A deterioration in liquidity
could also result in a downgrade.

1011778 B.C. Unlimited Liability Company is a wholly owned
subsidiary of New Red Canada Partnership, which in turn is a
direct subsidiary of 1011773 B.C. Limited Liability Company
(Holdings). Holding will be the publicly traded entity and the
issuer of the 9% cumulative perpetual series A preferred stock.
1011778 B.C. along with Amalgamation sub and Merger sub were all
formed solely for the purpose of acquiring Burger King and Tim
Horton's and has not engaged in any business except for activities
related to its formation, completing the transactions contemplated
by the merger agreement and arranging the related financing.

The transaction assumes that upon consummation of the acquisition
Amalgamation Sub will acquire Tim Hortons pursuant to a plan of
arrangement under Canadian law and Merger Sub will merge with and
into Burger King, with Burger King as the surviving corporation.
Both Burger King and Tim Horton's will become indirect
subsidiaries of both 1011773 B.C. Unlimited Liability Company
(Holdings) and Partnership.

Burger King Corporation owns and operates about 50 and franchises
approximately 13,800 Burger King hamburger quick service
restaurants. Annual revenues are about $1.0 billion, although
systemwide sales are over $16 billion. Burger King is majority
owned by private equity company 3G Capital.

Tim Hortons Inc., owns and operates, or franchises approximately
4,545 Tim Horton restaurants, predominantly in Canada. Annual
revenues are about $3.3 billion, although systemwide sales are
higher

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


AIR CANADA: Moody's Raises Corporate Family Rating to 'B2'
----------------------------------------------------------
Moody's Investors Service upgraded Air Canada's corporate family
rating to B2 from B3, probability of default rating to B2-PD from
B3-PD, first lien senior secured rating to Ba3 from B1, second
lien senior secured rating to B3 from Caa1 and senior unsecured
rating to Caa1 from Caa2. The company's speculative grade
liquidity rating was affirmed at SGL-2. The ratings on Air
Canada's 2013-1 Class A, Class B and Class C Pass Through Trust
Certificates were upgraded by one notch to Baa1, Ba2, and B1,
respectively. The rating outlooks for Air Canada and the Pass
Through Trust Certificates have been changed to stable from
positive.

Ratings Rationale

"The upgrade of Air Canada's ratings is driven by Moody's
increased confidence in the carrier's ability to execute its
significant expansion plans and cost reduction initiatives in a
manner that enables its adjusted EBITDA to expand modestly and
allows its adjusted financial leverage to remain under 5.5x", said
Darren Kirk, Vice President and Senior Credit Officer with
Moody's.

Air Canada's B2 corporate family rating incorporates its high
financial leverage, relatively thin operating margins, exposure to
both economic cyclicality and foreign exchange rate movements, and
execution risks associated with its expansion plans. As well, the
rating reflects Moody's expectation that the carrier's financial
leverage is unlikely to improve materially over the next couple of
years as its elevated capital expenditures cause its free cash
flow to remain modestly consumptive while increased competition
limits earnings growth. Favorably, the rating reflects Air
Canada's meaningful scale, good liquidity, expected benefits from
its cost improvement initiatives, favorable recent operating
performance, leading market share of domestic, trans-border and
international routes in and out of Canada, and benefits from its
position in the Star Alliance network.

Air Canada's liquidity is good (SGL-2), supported by $2.6 billion
of balance sheet cash as at June 30, 2014 and its $100 million
unused committed revolver (due 2017). Moody's expects Air Canada's
significant aircraft purchases will contribute to about $750
million of cumulative free cash flow consumption between July 1,
2014 and the end of 2015 (defined as cash from operations less
gross capital expenditures before any financing associated with
new aircraft). Additional cash requirements through this period
include an estimated $200 million of surplus pension contributions
(in excess of current service costs) and $625 million in debt
maturities. Air Canada's liquidity arrangements benefit from its
backstop financing arrangements for its committed aircraft
expenditures (totaling an estimated $1 billion through 2015).

Moody's uses estimates of current market value when assessing the
loan-to-value ("LTVs") of an enhanced equipment trust certificate
("EETC") financing. Moody's estimates the peak LTVs of the A, B
and C tranches at about 52%, 74%, and 87%, respectively. The EETC
ratings also reflect Moody's opinion of the importance of the five
Boeing B777-300ER aircraft that collateralize the transaction to
the company's long-haul network strategy, and the support of the
Class A and Class B liquidity facilities.

The stable ratings outlook reflects Moody's expectation that Air
Canada will maintain relatively strong load factors and improving
costs as it implements its capacity expansion plans.

A further upgrade of Air Canada's CFR could occur if the company
continues to execute on its expansion plans and cost reduction
initiatives, providing Moody's with confidence that Air Canada
will maintain adjusted leverage below 5x and EBIT/ Interest above
2x.

Downward rating pressure on Air Canada's CFR could occur if Air
Canada's yields contract materially without an accompanying
reduction to costs, if Moody's expected Debt/ EBITDA to rise and
be sustained above 6x with EBIT/ Interest towards 1x, or if
Moody's develops concerns over the adequacy of Air Canada's
liquidity.

Upgrades:

Issuer: Air Canada

Corporate Family Rating, Upgraded to B2 from B3

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

US$100 million 1st lien senior secured bank credit facility, due
2017, Upgraded to Ba3 (LGD2) from B1 (LGD2)

US$300 million 1st lien senior secured bank term loan B, due
2019, Upgraded to Ba3 (LGD2) from B1 (LGD2)

C$300 million 1st lien senior secured notes, due 2019 Upgraded
to Ba3 (LGD2) from B1 (LGD2)

US$400 million 1st lien senior secured notes, due 2019, Upgraded
to Ba3 (LGD2) from B1 (LGD2)

US$300 million 2nd lien senior secured notes, due 2020, Upgraded
to B3 (LGD4) from Caa1 (LGD4)

US$400 million senior unsecured notes, due 2021, Upgraded to
Caa1 (LGD5) from Caa2 (LGD5)

Issuer: Air Canada 2013-1 Pass Through Trusts

$425 million Class A senior secured Enhanced Equipment Trust
(Foreign Currency) May 15, 2025, Upgraded to Baa1 from Baa2

$182 million Class B senior secured Enhanced Equipment Trust
(Foreign Currency) May 15, 2021, Upgraded to Ba2 from Ba3

$108 million Class C senior secured Enhanced Equipment Trust
(Foreign Currency) May 15, 2018, Upgraded to B1 from B2

Outlook Actions:

Issuer: Air Canada

Outlook, Changed To Stable From Positive

Issuer: Air Canada 2013-1 Pass Through Trusts

Outlook, Changed To Stable From Positive

Affirmations:

Issuer: Air Canada

Speculative Grade Liquidity Rating, Affirmed SGL-2

Headquartered in Saint-Laurent, Quebec, Air Canada is the largest
provider of scheduled passenger services in Canada. Revenues for
2013 were approximately $12.4 billion.

The methodologies used in these ratings were Global Passenger
Airlines published in May 2012, and Enhanced Equipment Trust And
Equipment Trust Certificates published in December 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


ALCOA INC: Fitch Assigns 'BB+' Rating on $1BB Sr. Notes Due 2024
----------------------------------------------------------------
Fitch Ratings, on Sept. 17, 2014, assigned a 'BB+' rating to Alcoa
Inc.'s issuance of approximately $1 billion in senior notes due
2024.  The Rating Outlook is Stable.

THE ISSUANCE

Alcoa is issuing senior notes to help fund its upcoming
acquisition of Firth Rixson for a total of $2.85 billion.  Earlier
this week, Alcoa issued $1.25 billion in mandatory convertible
preferred stock to help finance the acquisition which is expected
to close sometime in the fourth quarter.

KEY RATING DRIVERS

Alcoa's ratings reflect its leading position in the aluminum
industry, its strength in low-cost alumina production, the
operating flexibility afforded by the scope of its operations and
its moderately levered financial profile.  Alcoa was ranked as the
third largest primary aluminum producer in 2013.  Its aluminum
production is about average cost and its alumina production is in
the low second quartile.  Profitability has been hampered by
global oversupply in aluminum in the upstream segment of the
business which has weighed on net income and cash flow generation
over the last few years.

On the downstream side of the business, Alcoa has been
experiencing solid profitability and has been directing it focus
on its presence there.  The acquisition of Firth Rixson is an
example of this focus as it will immediately add to Alcoa's
existing aerospace segment and will provide a platform for future
growth in that segment.  Similarly, Alcoa's recent multi-year
agreement with Boeing for approximately $1 billion that will
supply the aerospace company with aluminum sheet and plate
products emphasizes Alcoa's focus on its well-performing
downstream businesses.  The agreement is positive for the aluminum
producer as it locks in future revenue for its aerospace unit.

Free Cash Flow (FCF) & EXPECTATIONS

Alcoa's financial leverage will remain above 2.5x on a total
debt/EBITDA level and above 3.5x on a funds from operations (FFO)
adjusted level through the end of 2014.  Significant pension
contributions will keep FFO adjusted leverage above 3.5x through
2015.  The company has generally produced FCF after capital
expenditures and dividends to shareholders since 2010 despite weak
aluminum prices.  In 2014, Fitch expects the company to be FCF
neutral after capital expenditures of $1.2 billion, but before
$137 million in dividends and the $125 million investment in the
Ma'aden joint venture.

LIQUIDITY

Liquidity is provided by the company's $4 billion revolver
maturing July 25, 2017, its commercial paper program and its 11
additional revolving credit facilities with separate financial
institutions providing a combined capacity of $1.25 billion.
Additionally, cash and cash equivalents on hand were $1.18 billion
as of June 30, 2014.  The main revolver has a covenant that limits
consolidated indebtedness to 150% of consolidated net worth as do
the other 11 revolvers.

RATING SENSITIVITIES:

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

   -- Operating EBITDA below $2.5 billion in 2014;
   -- Total Debt/EBITDA sustainably above 3x and FCF negative in
      the amount of $200 million or more.

Positive: Not anticipated over the next 12 months but future
developments that may lead to a positive rating action include:

   -- FFO adjusted leverage to be under 2.5x, and FCF positive on
      average.

Fitch currently rates Alcoa as follows:

   -- Issuer Default Rating (IDR) 'BB+';
   -- Senior notes 'BB+';
   -- $4 billion revolving credit facility 'BB+';
   -- Series A preferred stock 'BB-';
   -- Series B preferred stock 'B+';
   -- Short-term IDR 'B';
   -- Commercial paper 'B'.

The Rating Outlook is Stable.


ALCOA INC: Moody's Assigns Ba1 Rating on Senior Unsecured Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the senior
unsecured notes issued by Alcoa Inc.  The notes are issued under
the company's shelf registration rated (P)Ba1 for senior unsecured
debt. All other ratings remain unchanged including the company's
Speculative Grade Liquidity Rating of SGL-1. Proceeds, together
with proceeds from the Mandatory Convertible Preferred Stock
issue, will be used to finance the $2.85 billion acquisition of
Firth Rixson from Oak Hill Capital Partners III, L.P. and Oak Hill
Capital Management Partners III, L.P. The transaction also has a
potential $150 million earn-out through December 31, 2020 based
upon financial performance at Firth Rixson's Savannah, Georgia
facility. Closing remains subject to customary conditions and
regulatory approvals. The rating outlook is stable.

Although this releveraging could somewhat slow the pace of metric
improvement in the short-term, the acquisition is of strategic
benefit in that it expands Alcoa's suite of products to the
aerospace industry, which is experiencing good order rates and
backlogs, and increases the percentage of value added earnings
over the medium to longer term. Alcoa indicates that the
acquisition will contribute revenues and EBITDA in 2016 of $1.6
billion and $350 million respectively. Consequently, Moody's
assume that the EBITDA contribution will be more modest prior to
2016 and that key metrics such as debt/EBITDA and EBIT/interest
will only slowly improve from current levels (3.8x and 2.2x
respectively as of June 30, 2014). However, should the recent run
up in aluminum prices on the LME be sustained and not result a
material restart of idled capacity, particularly in China, and
premiums hold at or relatively within current levels, Alcoa's
earnings generation could improve at a higher rate than currently
anticipated.

Assignments:

Issuer: Alcoa Inc.

Senior Unsecured Regular Bond/Debenture (Local Currency),
Assigned Ba1, LGD4

Ratings Rationale

Alcoa's Ba1 corporate family rating considers the company's
position as one of the largest integrated aluminum producers
globally, holding a commanding and competitive position in the
alumina industry, a leading position as a provider of primary
aluminum, and as well as a leading provider of products in a wide
variety of markets served by its midstream Global Rolled Products
(GRP) and downstream Engineered Products and Solutions (EPS)
segments. Factored into the rating is the focus the company
continues to maintain on cost reduction and cost control, as well
as working capital management and productivity improvements,
particularly in the smelting system. While there has been
meaningful smelter capacity curtailments in the industry and
demand fundamentals are showing signs of improvement, particularly
in the US with the shift of producers such as Alcoa and Novelis to
the production of automotive sheet from can sheet and consequently
diminished supply available to the can sheet and other markets,
there remains a significant amount of lower cost capacity targeted
to come on stream for a likely net increase in capacity over the
next several years. In addition, inventory levels on the LME
remain relatively high, although recently showing signs of
declining, and the rate of metal coming into the market from
financing transactions not being rolled over could impact the
aluminum price if not done in an orderly fashion. These factors
are incorporated in the rating.

Although the transaction involves a moderate releveraging of the
company, the Ba1 CFR rating has cushion to support an increase in
debt given the reduction in debt (on both an unadjusted and
adjusted basis) over the last several years and improving earnings
trend. Moody's expectation is that, pro-forma for the acquisition,
leverage, as measured by the debt/EBITDA ratio will continue to be
no more than roughly 4x. Moody's have assumed no synergies
(company indicates savings of approximately $100 million by the
fifth year following the acquisition) at this point but believe
that such are likely given Alcoa's broad procurement platform and
cost discipline. However, in the short-term there are likely to be
elevated costs associated with the acquisition.

Firth Rixson manufactures highly engineered rings, forgings and
specialty metal products, serving primarily the aerospace engine
manufacturers. The company also manufactures forged metal products
for power generation, oil and gas, and other industries. Given the
business focus of Firth Rixson, the acquisition remains in line
with Alcoa's strategic objectives to increase the value added
component of its business activities. Additionally, the
transaction enhances the breadth of Alcoa's product offerings to
the aerospace industry, where the company is already well
positioned, particularly in the jet engine component segment. The
acquisition also strengthens the company's position in nickel and
titanium alloys. Upon completion of the acquisition, the value
added contribution from Alcoa's aerospace business will increase
to roughly 35% as per indications from the company. The aerospace
industry continues to report significant backlogs and has strong
growth opportunity going forward. Firth Rixson had $1.0 billion in
revenues in 2013.

Although Moody's expects cost creep in various input costs and
volatility in energy and other costs, a significant portion of
savings achieved in recent years, particularly in the smelting
system, is believed sustainable, better positioning the company
for improvement in earnings and cash flow generation over the
medium to longer term. The company continues to focus on
productivity improvements and cost savings and through the first
half of 2014 achieved $566 million in productivity gains against
its annual target of $850 million. While the rating incorporates
Alcoa's focus on increasing the level of value added revenues from
its GRP and EPS segments and the strengthening contribution from
these segments, it also considers that the upstream businesses
need sustained improved volumes, continued success in moving down
the cost curve, and sustained higher aluminum prices to achieve a
material and sustainable strengthening in consolidated performance
and stronger metrics.

An additional consideration in the rating is the fact that Alcoa
fully consolidates the Alcoa World Alumina and Chemicals (AWAC)
joint venture (encompasses bauxite and alumina assets) but only
holds a 60% interest.

Alcoa's solid liquidity, including its $1.18 billion cash position
at June 30, 2014 and manageable near-term debt maturities are also
important considerations in the rating.

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

Headquartered in New York City, New York, Alcoa is a leading
global integrated aluminum producer active in all major aspects of
the industry, including the mining of bauxite, refining into
alumina, smelting and recycling. Through its Global Rolled
Products and Engineered Products and Solutions segments, the
company provides value added products to a diversity of end
markets. Revenues for the twelve months through June 30, 2014 were
approximately $22.6 billion.


ALLY FINANCIAL: Shares Dodd-Frank Act Stress Test Results
---------------------------------------------------------
Ally Financial Inc. furnished the U.S. Securities and Exchange
Commission a copy of the Ally Financial Inc. Dodd-Frank Act Stress
Test - Mid-Cycle Estimates in the Severely Adverse Scenario as
required under the rules published by the Federal Reserve to
address the Dodd-Frank Act Stress Test requirements.

The stress test results were submitted to the Federal Reserve on
July 7, 2014, and cover a 9-quarter forecast horizon beginning in
the second quarter of 2014, and continuing through the second
quarter of 2016.  The DFAST Severe scenario and the related
forecasts of macroeconomic variables were developed internally by
Ally and devised to capture all of the Company's primary risks.
The Severe scenario considers a recession that has a level of
severity comparable to the most severe post-war U.S. recessions
and also includes a shock to oil prices that directly impacts the
automotive industry and Ally's core automotive finance operations.

Since the submission of the 2014 Comprehensive Capital Analysis &
Review Capital Plan in January of this year, significant
milestones have been reached, including, but not limited to, the
following:

  * In March 2014, Ally received notice of the Federal Reserve's
    non-objection to Ally's 2014 capital plan.  The non-objection
    to Ally's capital plan was followed by the completion of an
    initial public offering on April 10, 2014, for the sale of 95
    million shares at $25 per share by the U.S. Department of the
    Treasury, reducing its ownership in Ally to 16% (including the
    U.S. Treasury's decision to exercise a portion of the over
    allotment in May 2014).

  * Beginning in mid-2013, Ally embarked on a liability management
    program and has continued its efforts to redeem legacy high-
    cost debt to improve cost of funds.  Ally redeemed $10.2
    billion of high-cost, callable debt from 3Q 2013 through 2Q
    2014, which drives sustained improvement in pre-provision net
    revenue and capital generation.

A copy of the filing is available for free at http://is.gd/z3n4vP

                        About Ally Financial

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

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

The Company's balance sheet at June 30, 2014, showed $149.93
billion in total assets, $135.05 billion in total liabilities and
$14.87 billion in total equity.

                           *     *     *

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

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

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


ANSWERS CORP: Moody's Assigns 'B3' CFR & Rates 1st Lien Debt 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned to Answers Corporation a first-
time B3 Corporate Family Rating (CFR) and B3-PD Probability of
Default Rating (PDR). Concurrently, Moody's assigned a B1 rating
to the proposed $320 million first-lien senior secured term loan
and $40 million first-lien senior secured revolving credit
facility (RCF); and Caa2 rating to the $175 million second-lien
senior secured term loan. The rating outlook is stable.

Proceeds from the new credit facilities plus $428 million of
equity from the new sponsor and management will be used to finance
the leveraged buyout (LBO) of Answers by private equity firm Apax
Partners ("Apax" or the "equity sponsor") from TA Associates and
Summit Partners (the "prior equity sponsors") for a total purchase
price of approximately $900 million (excluding balance sheet cash
and transaction fees and expenses estimated to total about $23
million). Apax will own 91% of the parent, while the founders,
management and employees will hold the remaining 9%. The new
credit facilities will retire the existing senior credit
facilities (approximately $268 million outstanding) residing at
Answers and extinguish subordinated debt (approximately $44
million outstanding) residing at the parent AFCV Intermediate
Holdings, LLC ("AFCV Intermediate") and Announce Media, LLC
("Announce") that was issued to the prior equity sponsors.
Announce will not be part of the new corporate structure. Answers'
new capital structure will retain $2.3 million in vendor financing
arrangements that were assumed in connection with the ForeSee
acquisition.

Ratings Assigned:

Issuer: Answers Corporation

  Corporate Family Rating -- B3

  Probability of Default Rating -- B3-PD

  $40 Million First-Lien Senior Secured Revolver due 2019 --
  B1 (LGD-3)

  $320 Million First-Lien Senior Secured Term Loan due 2021 --
  B1 (LGD-3)

  $175 Million Second-Lien Senior Secured Term Loan due 2022 --
  Caa2 (LGD-5)

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's.

Ratings Rationale

Answers' B3 CFR reflects the company's small size, limited
operating history, elevated pro forma financial leverage of
approximately 9.8x total debt to LTM EBITDA (incorporating Moody's
standard operating lease adjustment, earnings associated with
recent acquisitions, and certain non-standard adjustments deemed
acceptable to Moody's related to one-time costs, but excluding
future synergies), reliance on major search engines for customer
traffic and ownership by a private equity sponsor. Importantly,
the rating is constrained by the highly acquisitive growth
strategy that produces a rapidly evolving business model and
significant pro forma earnings adjustments, making it challenging
to estimate a prospective run-rate EBITDA, in Moody's opinion.

In addition, the rating takes into consideration material
weaknesses associated with inadequate internal controls over
financial reporting. In 2012, the internal control environment of
Answers' parent company was deemed to be materially weak with
respect to people, processes and systems. Through the course of
2013, Answers undertook a number of steps to address the
weaknesses, including hiring of qualified personnel,
implementation of new financial and IT systems and improvement of
internal controls with respect to financial reporting. As a result
of these initiatives, the material weaknesses were narrowed from a
broad based issue to four specific areas. The company has
continued to address the issues and expects these to be resolved
in the near future.

The B3 rating also embeds the exposure to cyclical advertising
revenue as well as the inherent business risk for Internet
companies to experience potential decline in website traffic due
to: (i) rapidly changing technology and industry standards; (ii)
inability to develop features that attract consumers to its
websites or; (iii) lower rankings in search engine results due to
algorithm revisions. Alternative means of content delivery as well
as changes in consumer sentiment may also contribute to the risk
of obsolescence or waning relevance of traditional Internet portal
sites. Low entry barriers can also create a potential competitive
threat from the major search portals, social content website
aggregators, social networking sites and content syndication
firms.

These concerns are mitigated by Answers' position as a leading Q&A
website (Answers.com) that has consistently attracted an
increasing amount of high volume traffic and registered users
through a community-generated knowledge portal that also delivers
high-demand, high quality medium-to-long form content across a
variety of topics. Rising traffic has led to increased advertising
revenue (higher revenue/content). The CFR is also supported by the
company's proprietary content management, technology and analytics
platform that enables Answers to quickly deploy new site
experiences across its web properties and retail network. Answers'
ACS business has a loyal client base supported by a subscription-
based revenue model with recurring sales (approximately 40% of
Answers' total revenue as of the June 2014 quarter), high contract
renewal rates above 100% and growing demand from advertisers that
are increasingly utilizing third-party analytics to help drive
customer retention and increase website traffic. These attributes
should drive organic EBITDA growth.

Positive considerations also include robust EBITDA margins
(Moody's adjusted), which Moody's expect to be in the range of 25-
30%, and an expectation for positive free cash flow generation in
the range of $15-30 million given that capital expenditures
represent only 4-5% of revenue. Over the next twelve months,
Moody's believes Answers will convert around 30-35% of EBITDA to
free cash flow (we assume no dividends over the rating horizon)
enabling it to comfortably meet cash needs.

Barring another leveraging event, Moody's project higher EBITDA
combined with the scheduled debt amortization and mandatory 50%
excess cash flow sweep (operative in fiscal 2016) will reduce
total debt to EBITDA to around 6.7x (Moody's adjusted) by year end
2015, which will better position the company within the B3 rating
category. Moody's expect Answers will maintain good liquidity with
cash balances of at least $5 million and access to a new $40
million revolver.

Rating Outlook

The stable rating outlook reflects S&P's expectation that over the
next 12-18 months Answers will exhibit steady growth in monthly
unique visitors to attract advertisers to its websites without
significant increase in promoted content costs and add new clients
to its cloud-based ACS platform leading to stable operating
margins and positive free cash flow generation. Answers has little
room for negative variance in its operating results and will need
to achieve projected EBITDA and synergy targets on a timely basis
to maintain the current rating and outlook.

What Could Change the Rating -- DOWN

Ratings may be downgraded if Answers' competitive position were to
weaken (as measured by monthly unique visitor rankings),
advertising revenue declined, acquisitions exhibited
underperformance or promoted content, marketing and/or
infrastructure development costs increased (as measured by
operating margin performance) resulting in reduced EBITDA or
diminished cash flow. Ratings could also deteriorate if the
company: (i) engages in debt-funded acquisitions or shareholder
distributions; or fails to reduce LBO leverage resulting in total
debt to EBITDA sustained above 9x (Moody's adjusted) by year end
2015; (ii) paid sizable dividends resulting in negative free cash
flow; or (iii) experienced weakened liquidity. Ratings could also
be revised downward if further concerns regarding material
weaknesses and/or accounting control deficiencies were to surface.

What Could Change the Rating -- UP

An upgrade is unlikely over the rating horizon given Moody's
expectation for a highly levered capital structure consistent with
the B3 rating and continuation of material weaknesses. However,
over the long-term, ratings could be upgraded if Answers were to
increase scale, exhibit increasing traffic and revenue per
content/customer trends, demonstrate organic revenue/earnings
growth and successfully integrate acquisitions. Importantly, all
material weaknesses must be remediated before an upgrade could
occur. Quantitatively, Answers could experience a ratings upgrade
if EBITDA margins exhibit stable to improving performance amid
revenue expansion resulting in sustained reduction in total debt
to EBITDA below 6x (Moody's adjusted), free cash flow to adjusted
debt of at least 5% and adjusted EBITDA interest coverage of at
least 3x. The company would also need to maintain a good liquidity
position and exhibit prudent financial policies to be considered
for an upgrade.

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

Answers Corporation, headquartered in St. Louis, Missouri, is an
Internet-based media company that operates in two business
segments: (i) Answers.com (roughly 70% of LTM 6/30/14 revenue),
which consists of several websites that utilize a wiki-based,
user-generated Q&A platform to monetize high volume traffic
through display advertising and high-demand online content across
a variety of topics via its 180+ million registered global users;
and (ii) Answers Cloud Services or ACS (30% of LTM revenue), which
provides an integrated suite of Software-as-a-Service (SaaS)
solutions to help brands and retailers increase customer traffic
to their websites with a focus on consumer experience analytics,
content management and syndication and customer product reviews.
Revenue totaled approximately $157 million for the twelve months
ended June 30, 2014.


ANSWERS CORP: S&P Assigns 'B' CCR & Rates $360MM Secured Debt 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B'
corporate credit rating to Saint Louis, Mo.-based Answers Corp.
The outlook is stable.

Additionally, S&P assigned a 'B' issue-level rating and a '3'
recovery rating to the company's proposed $40 million senior
secured revolver and $320 million senior secured first-lien term
loan.  The '3' recovery rating indicates S&P's expectation for
substantial (50% to 70%) recovery of principal in the event of a
default.  S&P also assigned a 'CCC+' issue-level rating with a '6'
recovery rating to the proposed $175 million senior secured
second-lien term loan.  The '6' recovery rating indicates S&P's
expectation for negligible (0% to 10%) recovery of principal in
the event of a default.

"Our assessment of Answers' business risk profile reflects its
modest revenue base, rapid growth through acquisitions, a small
share of large, fragmented, and evolving end markets, and
vulnerability to potential declines in online advertising
spending," said Standard & Poor's credit analyst Martha Toll-Reed.

The company's solid EBITDA margins, increasing revenue
contribution from more recurring software-as-a-service (SaaS)
revenues, and S&P's expectation that Answers will generate
positive annual free operating cash flow (excluding the impact of
transaction costs) partially mitigate these weaknesses.

The stable outlook reflects S&P's expectation that Answers will
continue to achieve double-digit revenue growth by expanding its
website content and advertising-related revenues, and through new
and expanded SaaS revenues with its enterprise customers.  S&P
expects that growth-related cost efficiencies will offset
increased investments in Web content, sales, and promotion costs,
thereby maintaining consistent EBITDA margins over the forecast
period.

S&P views an upgrade as unlikely, due to Answers' adjusted pro-
forma leverage (excluding synergies and nonrecurring costs) of
about 8x as of June 30, 2014, and S&P's expectation that the
company's financial sponsor ownership will preclude sustained
deleveraging over the intermediate term.

S&P could lower the rating if a lack of revenue growth or
materially higher operating costs were to result in stagnant or
declining EBITDA levels, such that leverage exceeds the mid-8x
level.  S&P could also lower the rating if aggressive financial
policies cause negative free operating cash flow or less than
adequate liquidity.


APOLLO MEDICAL: Signs Agreements with CEO Warren Hosseinion
-----------------------------------------------------------
The Board of Directors of Apollo Medical Holdings, Inc., approved
the entry by the Company into the following agreements between the
Company and Warren Hosseinion, M.D., the Company's chief executive
officer and a member of the Board since July 2008:

   (i) a Board of Directors Agreement, dated Sept. 11, 2014;

  (ii) a Proprietary Information Agreement, dated Sept. 11, 2014;
       and

(iii) an Indemnification Agreement, dated Sept. 11, 2014.

The members of the Board other than Dr. Hosseinion have previously
entered into the standard form of Board of Directors Agreement,
Proprietary Information Agreement and Indemnification Agreement.

Pursuant to the Directors Agreement, the Company engages Dr.
Hosseinion to serve on the Board and for Dr. Hosseinion to provide
the services required of a director under the Company's
Certificate of Incorporation and Bylaws, as well as applicable
law.  The Company agrees to reimburse Dr. Hosseinion in advance
for any reasonable expenses incurred in connection with the
Directors Agreement and agrees to provide Dr. Hosseinion with
certain information prior to Board and committee meetings.  Dr.
Hosseinion warrants that he will not enter into any agreement that
would create a conflict of interest with the Directors Agreement
and he provides a covenant not to compete with the Company.
Pursuant to the Directors Agreement, the Company and Dr.
Hosseinion also agree to enter into the Proprietary Information
Agreement and the Indemnification Agreement.

The Proprietary Information Agreement provides that, subject to
certain exceptions, confidential information of the Company that
is provided to Dr. Hosseinion shall be kept in trust and
confidence by Dr. Hosseinion and not disclosed to any third party.
Dr. Hosseinion is only permitted to use the Company's confidential
information to accomplish the purposes of his position as director
at the Company.

The Indemnification Agreement provides that, subject to certain
exceptions, the Company will indemnify and hold Dr. Hosseinion
harmless to the fullest extent permitted by law if Dr. Hosseinion
was, or is, or becomes a party to any threatened, pending, or
completed action, suit or proceeding, by reason of any event
related to the fact that Dr. Hosseinion is, or was, or may be
deemed a director, officer or shareholder of the Company.  The
Company is also obligated to advance expenses to Dr. Hosseinion in
connection with any such actions as soon as practicable upon
written demand by Dr. Hosseinion.  The Company is also obligated
to maintain, during any period of time in which Dr. Hosseinion is
entitled to indemnification rights under the Indemnification
Agreement, liability insurance applicable to directors and
officers in such a manner as to provide Dr. Hosseinion the same
rights and benefits as are accorded to the most favorably insured
of the Company's directors, subject to certain liability insurance
minimums set forth in the Indemnification Agreement.

                        About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

Apollo Medical reported a net loss of $4.55 million for the year
ended Jan. 31, 2014, following a net loss of $8.90 million for the
year ended Jan. 31, 2013.

As of June 30, 2014, the Company had $8.80 million in total
assets, $11.79 million in total liabilities and a $2.99 million
total stockholders' deficit.


ARAMID ENTERTAINMENT: Can't Stop Trustee's Intervention Bid
-----------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Sean H. Lane in New
York declined to block the trustee for film financier David
Bergsteins ThinkFilm LLC from regaining control over litigation an
affiliate of bankrupt Aramid Entertainment Fund Ltd. is pursuing
in California, instead limiting the trustees ability to file
motions.  According to the report, Judge Lane denied film
financing hedge fund Aramids bid for a temporary restraining
order, after Aramid claimed ThinkFilm trustee Ronald Durkins
prospective emergency application could detail its $6 million
settlement with Bergstein.

                    About Aramid Entertainment

Aramid Entertainment Fund Limited has been engaged in the business
of providing short and medium term liquidity to producers and
distributors of film, television and other media and entertainment
content by way of loans and equity investments.

On May 7, 2014, Geoffrey Varga and Jess Shakespeare of Kinetic
Partners (Cayman) Limited were appointed under Cayman law as the
joint voluntary liquidators of AEF and two affiliates.

On June 13, 2014, the JVLs authorized AEF and two affiliates to
file for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead
Case No. 14-11802) in Manhattan on June 13, 2014.

The Debtors have tapped Reed Smith, LLP, in New York, as counsel
and Kinetic Partners (Cayman) Limited as crisis managers.

AEF estimated at least $100 million in assets and between
$10 million to $50 million in liabilities.


ASSOCIATED GAS: FirstEnergy Must Kick In for NYSEG Cleanup
----------------------------------------------------------
Law360 reported that the Second Circuit ruled that FirstEnergy
Corp. is responsible for environmental cleanup costs at former
industrial sites operated by New York State Electric and Gas Corp.
and its bankrupt predecessor Associated Gas & Electric Co., but
not for contamination caused by Ageco subsidiaries that later
merged into NYSEG.  According to the report, in a 66-page opinion
partially affirming a lower court decision, the panel also held
that Ageco -- which is also FirstEnergy's predecessor -- is not
directly liable under the Comprehensive Environmental Response,
Compensation and Liability Act.


ASSOCIATED WHOLESALERS: Seeks to Hire Saul Ewing as Counsel
-----------------------------------------------------------
Associated Wholesalers, Inc., AWI Delaware, Inc., and its debtor
affiliates seek authority from the U.S. Bankruptcy Court for the
District of Delaware to employ Saul Ewing LLP as their attorneys.

The Debtors contemplate that the legal services to be rendered by
Saul Ewing may include, but will not be limited to, the following:

   (a) advising the Debtors of their rights, powers and duties as
       debtors in possession;

   (b) advising the Debtors regarding matters of bankruptcy law;

   (c) representing the Debtors in proceedings and hearings in the
       U.S. Bankruptcy Court;

   (d) representing the Debtors in any matter involving contests
       with secured or unsecured creditors, including the claims
       reconciliation process;

   (e) preparing on behalf of the Debtors any necessary motions,
       applications, orders, responses, and other legal papers;

   (f) providing assistance, advice and representation concerning
       the confirmation of any proposed plan and solicitation of
       any acceptances or responding to objections to those plans;

   (g) advising the Debtors concerning, and assisting in the
       negotiation and documentation of, financing agreements,
       debt restructurings, cash collateral arrangements, and
       related transactions;

   (h) providing assistance, advice, and representation concerning
       any possible sale of the Debtors' assets;

   (i) reviewing the nature and validity of liens asserted against
       the property of the Debtors and advising the Debtors
       concerning the enforceability of those liens;

   (j) providing assistance, advice and representation concerning
       any further investigation of the assets, liabilities, and
       financial condition of the Debtors that may be required
       under local state or federal law;

   (k) prosecuting and defending litigation matters and other
       matters that might arise during the Chapter 11 cases;

   (l) providing counseling and representation with respect to
       assumption or rejection of executory contracts and leases,
       sales of assets, and other bankruptcy-related matters
       arising from the bankruptcy cases;

   (m) rendering advice with respect to general corporate and
       litigation issues relating to the cases, including, but not
       limited to, securities, corporate finance, tax, and
       commercial matters; and

   (n) performing other legal services as may be necessary and
       appropriate for the efficient and economical administration
       of the Chapter 11 cases.

The attorneys presently designated to represent the Debtors and
their current standard hourly rates are:

     Mark Minuti, Esq.                        $660
     Jeffrey C. Hampton, Esq.                 $580
     Robyn F. Pollack, Esq.                   $475
     Lucian B. Murley, Esq.                   $395
     Monique Bair DiSabatino, Esq.            $315
     Ryan B. White, Esq.                      $270

In addition, other attorneys and paralegals will be involved as
necessary and appropriate to represent the Debtors, and Saul
Ewing's hourly rate for other attorneys and professionals are as
follows:

     Partners                              $375-$875
     Special Counsel                       $350-$590
     Associates                            $225-$395
     Paraprofessionals                     $150-$275

Saul Ewing will also charge its clients for all other expenses
incurred in connection with the client's case.

In the one year period prior to the Petition Date, Saul Ewing
received payment from the Debtors in the approximate amount of
$1,229,629 in fees and $44,066 in expenses for a total of
$1,273,695, for services rendered in contemplation of or in
connection with the planning of the Debtors' bankruptcy cases.  As
of the Petition Date, Saul Ewing received from a postpetition
retainer in the total amount of $501,304.

Mark Minuti, Esq., a partner at Saul Ewing LLP, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

A hearing to consider approval of the employment application is
scheduled for Oct. 3, 2014, at 10:00 a.m. (EST).  Objections are
due Sept. 26.

The firm may be reached at:

     Mark Minuti, Esq.                        $660
     Jeffrey C. Hampton, Esq.                 $580
     Robyn F. Pollack, Esq.                   $475
     Lucian B. Murley, Esq.                   $395
     Monique Bair DiSabatino, Esq.            $315
     Ryan B. White, Esq.                      $270
     SAUL EWING LLP
     222 Delaware Avenue, Suite 1200
     Wilmington, DE 19801
     Tel: (302) 421-6800
     Fax: (302) 421-6813
     E-mail: mminuti@saul.com
             jhampton@saul.com
             rpollack@saul.com
             lmurley@saul.com
             mdisabatino@saul.com
             rwhite@saul.com

                   About Associated Wholesalers

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

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

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

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

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

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


ASSOCIATED WHOLESALERS: Names D. Booth of Carl Marks as CRO
-----------------------------------------------------------
Associated Wholesalers, Inc., AWI Delaware, Inc., and its debtor
affiliates seek authority from the U.S. Bankruptcy Court for the
District of Delaware to employ Carl Marks Advisory Group LLC to
provide a chief restructuring officer and additional personnel,
and designate Douglas A. Booth as the Debtors' CRO.

The engagement agreement between the Debtors and Carl Marks
contemplates that Mr. Booth and the other engagement personnel
perform services customarily performed by a CRO.  This may
include, but is not limited to, supporting the Debtors with:

   (a) providing the necessary leadership and guidance to the
       Debtors during the restructuring process;

   (b) overseeing the development of a budget;

   (c) leading the staffing realignment of the Debtors and other
       key personnel decisions;

   (d) in conjunction with the Debtors' other professionals and
       management, developing a timeline identifying key milestone
       events leading to the sale or restructuring of the Debtors;

   (e) assisting the Debtors' investment banker in the sale
       process in terms of, among others, support of buyer due
       diligence, review of financial proformas, coordination of
       management presentations, and assistance in reviewing bids;

   (f) supporting the sale process by providing information and
       resources needed to optimize the sale or restructuring of
       the Debtors;

   (g) as requested by the Debtors, assisting management with the
       development of presentations regarding the status of
       restructuring activities and the Debtors' current or future
       financial performance;

   (h) assisting and advising the Debtors in formulating profit
       improvement initiatives that may involve operational
       changes;

   (i) communicating with the Debtors' lenders regarding
       performance to budget, adherence to the time line, any
       adjustments to near-term outlook, and, in conjunction with
       the Debtors' investment banker, milestones in the sale and
       restructuring process;

   (j) reporting to the Debtors' lenders any information that is
       required pursuant to the applicable loan agreements, debt
       instruments, or any related documents and agreements by and
       between the Debtors and their lenders;

   (k) providing members of Carl Marks' professional staff to
       serve in specific officer capacities for the Debtors,
       reporting directly to the restructuring committee of the
       Debtors' board of directors;

   (l) compiling data and documents necessary to complete the
       bankruptcy process and filing first-day pleadings;

   (m) negotiating the terms of debtor in possession financing;

   (n) compiling data and preparing analyses necessary to respond
       to the inquiries of various parties relating to the
       Debtors' restructuring;

   (o) preparing and formatting information responsive to meeting
       the financial reporting process mandated by the Bankruptcy
       Code and the Office of the U.S. Trustee;

   (p) advise the Restructuring Committee on matters;

   (q) preparing for hearings and providing testimony as required;
       and

   (r) performing other restructuring management duties relating
       to the role of CRO as requested by the Restructuring
       Committee and which are reasonably acceptable to Mr. Booth
       and Carl Marks.

As compensation for its services Carl Marks will be entitled to a
fixed fee of $250,000 per monthly period.  Carl Marks received a
$100,000 retainer in connection with its services.

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

A hearing to consider approval of the employment application is
scheduled for Oct. 3, 2014, at 10:00 a.m. (EST).  Objections are
due Sept. 26.

                   About Associated Wholesalers

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

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

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

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

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

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


ASSOCIATED WHOLESALERS: Proposes to Pay Bonuses to 15 Employees
---------------------------------------------------------------
Associated Wholesalers, Inc., AWI Delaware, Inc., and its debtor
affiliates seek authority from the U.S. Bankruptcy Court for the
District of Delaware to implement a key employee plan for certain
employees.

The proposed incentive plan provides that participants may receive
incentive payments equal to a certain percentage of their
respective salaries if the Debtors close a sale of substantially
all of their assets.  The incentive plan also provides that
participants may receive incentive payments equal to a certain
percentage of their salaries if the Debtors meet or exceed certain
financial projections set forth in the DIP Budget.

Of the Debtors' approximately 2,200 employees, only 15 insider and
non-insider managerial employees will serve as participants in the
proposed plan, although not all participants are eligible for a
sale incentive payment.

The total proposed incentive payments will not exceed $584,252,
which is a small fraction of the Debtors' average gross monthly
payroll expenses of $10.9 million, and that payout will be reduced
if participants fail to satisfy the requirements for earning the
sale and/or budget incentive payments.

A hearing on the motion is scheduled for Oct. 3, 2014, at 10:00
a.m. (EST).  Objections are due Sept. 26.

                   About Associated Wholesalers

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

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

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

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

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

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


ASSOCIATED WHOLESALERS: Bid Protocol Hearing Set for Sept. 23
-------------------------------------------------------------
The hearing on the Bid Procedures Motion filed by Associated
Wholesalers, Inc., AWI Delaware, Inc., and its debtor affiliates,
will be held on Sept. 23, 2014, at 9:00 a.m. (prevailing Eastern
time), and any response or objection to the request must be filed
no later than Sept. 22.

                   About Associated Wholesalers

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

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

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

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

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

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


ASSOCIATED WHOLESALERS: Gerrity's Owner Comments on Ch.11 Filing
----------------------------------------------------------------
Bill Tarutis, writing for Wilkes-Barre Times-Leader, reported that
Associated Wholesalers Inc., provides Gerrity's Supermarkets with
name brand products and ShurSave brands.  Joe Fasula, co-owner of
Gerrity's, said AWI's bankruptcy filing has left him in the dark,
but said AWI has been doing business as usual.

"There are so many details we do not know yet," Fasula said. "Most
of what I know has come through public media sources."

C&S Wholesale Grocers is serving as "stalking horse" bidder for
AWI's assets.

"The (potential) agreement with C&S could result in even better
pricing and service for customers," Fasula said, according to the
report.  "If C&S keeps the Shurfine brand intact, the transition
will be seamless."

As reported by the Troubled Company Reporter on Sept. 12, 2014,
AWI will seek approval at a hearing on Sept. 23, 2014, at 9:00
a.m. (ET) of proposed procedures to sell substantially all assets
to C&S Wholesale Grocers, absent higher and better offers.

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

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

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

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

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

The prepetition first lien lenders are entitled to credit bid.

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

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

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

   -- PURCHASE PRICE.  The purchase price consists of:

        (i) the lesser of:

             * the amount of the bank debt, and

             * $152,110,000, plus

       (ii) the lesser of

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

      (iii) the lesser of

            * $8,610,000 and

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

       (iv) the lesser of

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

            * $2.5 million, plus

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

       (vi) $5 million, minus

      (vii) any Unreinvested Insurance Recovery.

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

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

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

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

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

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

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

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

                   About Associated Wholesalers

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

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

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

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

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

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


ATLANTIC POWER: S&P Puts 'B' CCR on CreditWatch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
diversified power developer Atlantic Power Corp. (APC) and
affiliate Atlantic Power Ltd. Partnership (APLP), including the
'B' corporate credit ratings, on CreditWatch with negative
implications.  The CreditWatch listing, which is typical after
such announcements, means that S&P could affirm, or lower, the
ratings on conclusion of its review.

"The CreditWatch placement follows the departure of the company's
CEO and an unanticipated cut in distributions by the company that
has triggered our review of the company's financial plan," said
Standard & Poor's credit analyst Aneesh Prabhu.

Atlantic Power has lowered its dividend by 70% (C$0.12 annually
from C$0.40), a second distribution cut in 18-months, following a
65% reduction in Feb. 2013.  The company has also revised its
distribution payments to a quarterly schedule from monthly
payouts.  The company has cited a reevaluation of its medium-term
plan, including debt maturities and recontracting risk from 2017
onwards that have caused a change in its payout policy.  Atlantic
plans to focus on optimization its assets and delevering its
balance sheet to improve both its cost of capital and ability to
compete for new investments.  In addition, the company plans to
assess other potential options, including asset sales or the
contribution of assets to a joint venture to raise additional
capital for growth and/or debt reduction.  S&P's review will also
evaluate if the distribution reductions have the potential of
weighing negatively on the company's ability to access the markets
competitively as well as its future strategy given management
transition.

S&P's 'B' corporate credit ratings on U.S. power generator
Atlantic Power Corp. reflects a "fair" business risk profile and
"highly leveraged" financial risk profile.  S&P's business risk
assessment reflects the company's reliance on distributions from
its underlying portfolio of power generation projects, its near-
term focus on operational improvements in its existing assets
rather than growth projects to increase cash flow, and a mostly
contracted cash flow profile.  The financial risk profile reflects
high consolidated debt per kilowatt and credit measures in line
with the 'B' rating.

Atlantic Power is a Boston-based publicly traded power generation
company with a portfolio of assets in the U.S. and Canada.  The
company's current portfolio consists of interests in about 30
operational power generation projects in 12 states and two
Canadian provinces totaling about 2,100 megawatts (MW).  S&P has
assigned issue ratings of 'B+' and a recovery rating of '2' to
about $800 million of debt -- a 5.05% $600 million first-lien term
loan B and a $200 million first-lien working capital facility at
Atlantic Power Limited Partnership (APLP), a wholly owned
subsidiary of Atlantic Power.  S&P's issue-level rating on the
C$210 million 5.95% unsecured notes due 2036 issued by APLP is
'BB-'.  S&P rates only about $320 million of the $730 million
total debt at the Atlantic Power level and have an issue-level
rating of 'B' and recovery ratings of '4' on those $320 million 9%
senior unsecured notes due 2018.  S&P's estimate of year-end debt
at Atlantic Power and APLP is about $690 million and $750 million,
respectively.

S&P will conduct a review of the company's strategic and financial
plan over the next several weeks and resolve the CreditWatch over
the next 60 to 90 days.  S&P's review will evaluate near-term
recontracting risks of some of Atlantic's portfolio assets that
would cause downward revision of future cash flow expectations,
the ability of the company to successfully implement its
optimization and cost-cutting initiatives, as well as assess its
access to external financing given the company's recent
underperformance.


ATLS ACQUISITION: Deal to Settle Objection to Disclosure Approved
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
ATLS Acquisition, LLC, et al.'s stipulation resolving an objection
by the California State Board of Equalization to Debtor Liberty
Medical Supply Inc.'s voluntary disclosure agreement California
filing regarding prepetition and postpetition sales tax
liabilities.

                      About Liberty Medical

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

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

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

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

                          *     *     *

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


AUXILIUM PHARMACEUTICALS: $50MM Add-on No Impact on Moody's CFR
---------------------------------------------------------------
Moody's Investors Service commented that Auxilium Pharmaceuticals,
Inc.'s proposed term-loan add-on of $50 million is credit-negative
because of higher financial leverage for near-term operating
needs. However, the impact is mitigated by the recently announced
cost reduction initiative targeting $75 million of savings by late
2015. There is currently no impact on Auxilium's ratings including
the B3 Corporate Family Rating, the B3-PD Probability of Default
Rating, the Ba3 senior secured term loan rating and the SGL-4
Speculative Grade Liquidity Rating.

Headquartered in Chesterbook, Pennsylvania, Auxilium
Pharmaceuticals, Inc. is a niche pharmaceutical company with a
focus on urological diseases and other specialty areas. Auxilium
reported $406 million of revenue for the 12 months ended June 30,
2014.

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


AUXILIUM PHARMACEUTICALS: Moody's Reviews B3 CFR for Upgrade
------------------------------------------------------------
Moody's Investors Serviced placed the ratings of Auxilium
Pharmaceuticals, Inc. under review for upgrade, including the B3
Corporate Family Rating, B3-PD Probability of Default Rating and
Ba3 senior secured rating. This rating action follows the
announcement that Endo International plc ("Endo") has made an
offer to acquire Auxilium for approximately $2.2 billion including
debt refinancing. The Speculative Grade Liquidity Rating is
affirmed at SGL-4.

Auxilium's board is evaluating Endo's offer, which if accepted
will be subject to due diligence and other customary closing
conditions.

On Review for Upgrade:

Issuer: Auxilium Pharmaceuticals, Inc.

  Probability of Default Rating, Placed on Review for Upgrade,
  currently B3-PD

  Corporate Family Rating, Placed on Review for Upgrade,
  currently B3

  Senior Secured Bank Credit Facility (Local Currency) Apr 26,
  2017, Placed on Review for Upgrade, currently Ba3(LGD2)

Outlook Actions:

Issuer: Auxilium Pharmaceuticals, Inc.

Outlook, Changed To Rating Under Review From Negative

Affirmations:

Issuer: Auxilium Pharmaceuticals, Inc.

  Speculative Grade Liquidity Rating, Affirmed SGL-4

Moody's review will consider the final terms of any deal accepted
by Auxilium. If an acquisition by Endo occurs, Auxilium's credit
profile will benefit from becoming part of a larger, more
diversified company with lower financial leverage. Moody's
anticipates that Auxilium's debt will be repaid under this
scenario.

Ratings Rationale

Auxilium's B3 rating reflects its modest size and scale, it's very
high leverage, significant revenue concentration in its top three
products and its weak cash flow. Due to a shrinking testosterone
gel market, intense reimbursement and competitive pressures as
well as recent negative medical studies, Moody's believes that
Testim sales will decline to less than $85 million in 2014
compared to $211 million in 2013. That said, growth in Xiaflex and
Stendra will partially offset the Testim losses and should drive
improvement in the company's EBITDA in 2015. Products acquired
from Actient including Testopel and Edex will also grow, partially
offsetting some of the declines. The B3 rating also reflects the
company's niche focus in urology, and new growth drivers Xiaflex
in Peyronie's Disease and the acquired rights to Stendra.

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

Headquartered in Chesterbook, Pennsylvania, Auxilium
Pharmaceuticals, Inc. is a niche pharmaceutical company with a
focus on urological diseases and other specialty areas. Auxilium
reported $406 million of revenue for the 12 months ended June 30,
2014.


BANKRATE INC: Moody's Puts 'B1' CFR on Review for Downgrade
-----------------------------------------------------------
Moody's Investors Service has placed the ratings of Bankrate,
Inc.'s on review for downgrade following the company's Form 8-K
announcement late of non-reliance on past financial statements for
fiscal years 2011, 2012 and 2013 pending a full internal review of
certain accounting irregularities currently being investigated by
the Securities and Exchange Commission (SEC). The review reflects
uncertainty surrounding the company's reported financial results,
which may require material restatement. It is also based on
Moody's view that an extended period to resolve the accounting
issues could result in a delay for filing Bankrate's Form 10-Q
within the 45-day period following the end of the September 2014
quarter as required under the Rules and Regulations of the
Securities and Exchange Act of 1934, and trigger a technical
default under the note indenture and credit agreement.

Bankrate's Audit Committee, which is comprised entirely of
independent outside directors, has commenced the review in
connection with a non-public formal investigation being conducted
by the SEC associated with the company's financial reporting
during 2012, with an emphasis on the March 2012 and June 2012
quarters. The SEC's investigation is scrutinizing three accruals
of revenue totaling roughly $781,000 in aggregate plus two
adjustments to lower accrued expenses totaling $850,000 in
aggregate. The SEC is also examining: (i) the timing and
classification of entries related to certain expenses, expense
accruals and credits; (ii) an entry establishing an allowance of
$460,000 for expected customer credits made in the September 2011
quarter that was subsequently reversed in the March 2012 quarter;
and (iii) revenue and expense adjustments totaling $225,000 in May
2012 that were reversed a month later.

On Review for Downgrade:

  Corporate Family Rating -- B1

  Probability of Default Rating -- B1-PD

  $70 Million Senior Secured Revolver due 2018 -- Ba1 (LGD-1)

  $300 Million Senior Unsecured Notes due 2018 -- B2 (LGD-4)

Outlook Actions:

  Outlook, Changed to Rating Under Review From Stable

Ratings Rationale

The B1 Corporate Family Rating (CFR) reflects Bankrate's strong
credit metrics, which provide the company with flexibility for
continued acquisitions and potential shareholder distributions as
well as adequate cushion to absorb increased earnings volatility
associated with changes in consumer spending and rising interest
rates. The rating also incorporates the prospect for future
acquisitions, event risks associated with continued ownership by
private equity sponsor Apax, its modest overall revenue base, and
exposure to volatile consumer finance online advertising spending.
These risks are mitigated by the company's strong brand, high
quality aggregated content and leading position in online consumer
personal finance.

Although the company's internal review is at a very early stage,
the amounts involved appear relatively small in size and the Audit
Committee has not determined whether there will be a need to
materially restate Bankrate's past financial reports, Moody's is
concerned that these matters may indicate material weaknesses in
the company's disclosures and internal controls, which could lead
to further accounting discrepancies that are bigger in scope.

Moody's review will assess the progress of the SEC investigation
and Audit Committee's internal review, and will focus on the
timeframe and resolution for Bankrate to address the accounting
irregularities as well as potential liquidity issues, if any, and
the possible longer term impact of the investigation (i.e.,
financial restatements, changes in leadership, corporate
governance, higher operating costs for outside accountants and
counsel, etc.).

The ratings could be revised downward if Bankrate's internal
review results in material restatements of its past financial
reports, there is an extended delay for completing the SEC
investigation and/or internal review or there is a finding of
misconduct. In addition, concerns regarding a technical default
that could be triggered and weaknesses in disclosures and internal
controls could prompt a ratings downgrade. Ratings could also
experience downward pressure if total debt to EBITDA is expected
to be sustained above 3.5x (Moody's adjusted), the liquidity
profile deteriorates such that the revolving credit facility is
largely drawn for an extended period or there is a material
decline in cushion within the credit agreement's financial
maintenance covenant.

Conversely, the ratings could be confirmed if there is a favorable
resolution of the SEC investigation and internal review resulting
no material restatements of Bankrate's financial reports.

The principal methodology used in this rating was Global
Publishing 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.

Headquartered in North Palm Beach, FL, Bankrate, Inc. is an
Internet media company that publishes, aggregates and distributes
personal finance, consumer banking and editorial content on its
proprietary websites across various verticals including mortgages,
deposits, insurance, credit cards, auto loans, home equity loans
and money market accounts.


BERNARD L. MADOFF: Aide Warns of 'Gender Disparity' in Jail
-----------------------------------------------------------
Law360 reported that JoAnn Crupi, one of five defendants convicted
in March of aiding Bernie Madoff's Ponzi scheme, could face an
unfairly harsh sentence due to the lack of female prisons near her
family in the Northeast, a defense attorney said in New York
federal court.  According to the report, in a court filing, Crupis
attorney Eric Breslin said Danbury prison in Connecticut is the
only female minimum security prison in the Northeast but Danbury
is overcrowded, so Crupi will likely be forced to serve her
sentence in a facility far away from her family.

                     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.


BESRA GOLD: TSX to Delist Common Shares on October 17
-----------------------------------------------------
Besra on Sept. 17 disclosed that the Toronto Stock Exchange (TSX)
has determined to delist the common shares of the Company at the
close of business on October 17, 2014 for failure to meet the
continued listing requirements of the TSX.

The predominant cause for the TSX's determination is the failure
to date of the Tradora Limited financings to close, including the
US$2.25 million that was expected to be advanced pursuant to a
convertible note that was the subject of a press release issued by
the Company on August 22, 2014.  Besra has received an undertaking
from Tradora that it will provide the agreed funding to Besra.
Should the current round of funding be secured prior to delisting,
and TSX listing requirements are able to be met, Besra will seek
to have its listing reinstated.  In the meantime, Besra is
pursuing alternative financing arrangements.

Negotiations continue in Vietnam to have coercive measures lifted
which will allow a return to production.  With the welcome
assistance of the Canadian, Australian and New Zealand Embassies,
the issue has been elevated to the Office of the Prime Minister
and the company is awaiting formal notice of the outcome of
deliberations there.

Besra also advises that it will not be able to file its annual
audited financial statements and related management's discussion &
analysis by the filing deadline of September 28, 2014.  The delays
experienced in closing the financings referred to above have
resulted in insufficient funds to allow for the independent audit
by Ernst & Young to commence.  Besra cannot give a reliable
timeframe for when it will be in position to rectify its filings,
as it is dependent on the closure of the current round of funding,
which is taking significantly longer than expected.

There is no assurance that the current financing will be concluded
upon the terms disclosed in previous press releases of the Company
or at all.

                      About Besra Gold Inc.

Besra Gold Inc. -- http://www.besra.com-- is a diversified gold
mining company focused on the exploration, development and mining
of mineral properties in South East Asia.  The Company has four
key properties; the Bau Goldfield in East Malaysia, Bong Mieu and
Phuoc Son in Central Vietnam, and Capcapo in the Philippines.
Besra expects to expand existing gold capacity in Vietnam over the
next two years and is projecting new production capacity from the
Bau gold project during 2016.


BRUSH CREEK: Buckhorn Balks at Extension of Exclusivity Periods
---------------------------------------------------------------
Buckhorn Ranch Association, Inc. tells the U.S. Bankruptcy Court
for the District of Colorado that extending Brush Creek Airport,
LLC's exclusivity periods is not in the best interest of creditors
of the bankruptcy estate and will only result in further delay in
a Chapter 11 proceeding.

The Debtor has proposed to extend its exclusive right to file a
plan to October 17, 2014, and solicit votes from creditors to
December 16.

As of the Petition Date, the Debtor owed Buckhorn HOA $216,049 for
unpaid assessments, late fees, and interest which accrued
prepetition.  On June 3, 2014, Buckhorn HOA filed proof of Claim
No. 8 seeking repayment of the $216,049 unpaid prepetition
assessments.  No objection to the Claim has been filed.

Buckhorn HOA also filed an application for allowance and payment
of administrative expense claims.  The Application requests an
administrative expense claim for postpetition HOA assessments,
plus interest, late fees, and costs, and for the Court to direct
the Debtor to pay the same promptly.   The Debtor filed an
objection to the Application arguing that the HOA is liable to the
Debtor for roadwork in the amount of $158,000, which the Debtor is
entitled to setoff.

Michael J. Guyerson, Esq., at Onsager Guyerson Fletcher Johnson,
in Denver, Colorado -- mguyerson@OGFJ-law.com -- contends that (1)
the best interest of creditors will not be served by the
extension; (2) the 'place holder' plan filed by the Debtor is not
'viable' and is simply intended to disguise the Debtor's inability
to make interest only payments to its secured lender; and (3)
despite the Debtor's representations to the Court, no settlement
agreement between the Buckhorn HOA and the Debtor regarding their
issues has yet been reached.

                    About Brush Creek Airport

Brush Creek Airport, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Col. Case No. 14-14630) in Denver on April 10, 2014.
The Debtor has tapped Sender Wasserman Wadsworth, P.C., as
counsel.  It estimated assets of $10 million to $50 million and
debt of $1 million to $10 million.


BRUSH CREEK: Hearing on Adequate Protection Bid Set for Oct. 23
---------------------------------------------------------------
In the Chapter 11 case of Brush Creek Airport, LLC, the U.S.
Bankruptcy Court for the District of Colorado rescheduled the
hearing on a "Motion for Adequate Protection" to October 23, 2014,
at 9:30 a.m.

The request to continue hearing was filed by Andrew W. Muller on
behalf of Community Banks of Colorado, a division of NBH Bank,
N.A.

                    About Brush Creek Airport

Brush Creek Airport, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Col. Case No. 14-14630) in Denver on April 10, 2014.
The Debtor has tapped Sender Wasserman Wadsworth, P.C., as
counsel.  It estimated assets of $10 million to $50 million and
debt of $1 million to $10 million.


BUCCANEER ENERGY: Bankruptcy Leaves Millions in Unpaid Bills
------------------------------------------------------------
Elwood Brehmer, writing for Peninsula Clarion, reported that
Buccaneer Energy Ltd. and its family of subsidiaries filed for
bankruptcy in May, leaving millions worth of unpaid bills in
Alaska.  According to the report, the Australia-based independents
debt in the state is more than $2.1 million and the Alaska
Department of Revenue is listed as Buccaneers ninth-largest
creditor and the second-largest in the state, with a bill of
$605,116.

                     About Buccaneer Energy

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

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

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

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

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

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

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


CAPSTONE LOGISTICS: Moody's Assigns 'B3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Capstone
Logistics Acquisition, Inc.: B3 Corporate Family Rating ("CFR"),
B2 first lien senior secured and Caa2 second lien senior secured.
The rating outlook is stable.

The ratings have been assigned in connection with the arrangement
of new credit facilities, comprising a $182.5 million term loan
and a $30 million revolving credit facility, both secured by a
first lien on all of the company's assets and a $65 million credit
facility secured by a second lien on all assets. The company will
distribute the proceeds of the term loans to its private equity
fund owner, The Jordan Company L.P. which recently acquired
Capstone in an all cash transaction.

Assignments:

Issuer: Capstone Logistics Acquisition, Inc.

Probability of Default Rating, Assigned B3-PD

Corporate Family Rating, Assigned B3

Senior Secured 1st Lien Bank Credit Facilities (Local Currency),
Assigned B2(LGD3)

Senior Secured 2nd Lien Bank Credit Facility (Local Currency),
Assigned Caa2(LGD5)

Outlook Actions:

Issuer: Capstone Logistics Acquisition, Inc.

Outlook, Assigned Stable

Ratings Rationale

The B3 CFR considers Capstone's small size, elevated financial
leverage and anticipation of limited strengthening of credit
metrics in at least the next two years because of the potential
for modest acquisitive growth. Customer concentration is also
high, although in the grocery sector, a vertical that has
demonstrated resiliency in past recessions. The service offering
is also somewhat limited. The company mainly provides labor and
management personnel to distribution centers owned by its
customers. This model causes Capstone to have a very low need for
hard assets, which provides favorable profit margins and free cash
flow to debt relative to those reported by larger rated logistics
companies. These factors are balanced by Capstone's position as a
leading provider of outsourced labor solutions for distribution
center operations, the relative stability and long tenure of the
customer base and good cash flow generation. Benefits of
increasing scale, proprietary labor management information systems
and non-union labor appear to make the company's outsourcing
services compelling, particularly to grocers looking to manage
their non-food related costs. Uncertainty about Capstone's ability
to sustain its profit margin and free cash flow profiles as it
expands its service offering and or industry coverage also weigh
on the ratings assignment.

A history of positive free cash flow, expectations of ongoing free
cash flow as long as the company stays with its non-asset business
model, no meaningful debt maturities in the next four years and
that the new revolver will be undrawn at closing provide good
liquidity in Moody's view.

The instrument ratings have been assigned using Moody's Loss Given
Default rating methodology.

The stable outlook is predicated on Moody's expectation that
Capstone Logistics is able to organically grow its operations
while sustaining operating margins of at least 10.0%.

The ratings could be downgraded if operating margin weakens to
less than 10.0% or Debt to EBITDA approaches 7.0 times. Ratings
could also be lowered if FFO to Debt is less than 6.0% or if EBIT
to Interest approaches 1.0 time.

The ratings could be upgraded if free cash flow is applied to debt
repayment, such that Debt to EBITDA approaches 5.0 times and FFO
to Debt increases to at least 10.0%.

The principal methodology used in this rating was Global Surface
Transportation and Logistics Companies 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.

Capstone Logistics Acquisition, Inc. is a supply chain solutions
provider offering customers outsourced distribution center
services for non-core labor intensive operations. Capstone is
owned by The Jordan Company L.P.


CAPSTONE LOGISTICS: S&P Assigns 'B' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Capstone Logistics Acquisition Inc.
The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating and '4'
recovery rating to the company's $182.5 million senior secured
first-lien term loan and $30 million senior secured first-lien
revolving credit facility.  The '4' recovery rating indicates
S&P's expectation that lenders would receive average recovery
(30%-50%) in the event of a payment default.

S&P also assigned its 'CCC+' issue-level rating and '6' recovery
rating to the $65 million senior secured second-lien term loan.
The '6' recovery rating indicates S&P's expectation that lenders
would receive negligible recovery (0%-10%) in the event of a
payment default.

"The rating on Capstone reflects the company's limited scale and
scope in the very fragmented and competitive logistics industry
and its high debt leverage," said Standard & Poor's credit analyst
Lisa Jenkins.  Offsetting these risks somewhat are the business'
favorable cash flow characteristics, which requires little
investment in capital expenditures and working capital, and the
company's fairly flexible cost structure.  S&P expects Capstone to
benefit somewhat from increased outsourcing trends and revenue
growth to be slightly higher than U.S. GDP growth over the next
two years.

The outlook is stable.  "We expect Capstone to generate positive
free cash from operations and that its credit metrics will improve
modestly over the next 12 months," said Ms. Jenkins.  "However, we
do not expect the improvement to be sufficient to warrant an
upgrade."

S&P could lower the rating if the company is more aggressive than
it expects in pursuing growth opportunities or if it uses its free
cash flow to pay dividends to the equity sponsor, resulting in FFO
to debt falling to the low-single-digit area.  S&P could also
lower the rating if it expects the company to generate negative
free cash flow, which could result from more-aggressive-than
expected growth initiatives, operating challenges, or business
losses that represent a significant portion of total revenues.

Although unlikely, S&P could raise the rating if Capstone
generates better-than-expected operating results, if it uses free
operating cash flow to repay debt, and FFO to debt approaches the
double-digit percent area and S&P believes it will stay at that
level.


CBS OUTDOOR: Moody's Assigns B1 Rating on New $450MM Senior Notes
-----------------------------------------------------------------
Moody's Investors Service assigned CBS Outdoor Americas Capital
LLC's proposed $450 million senior note offering a B1 rating. The
rating on the existing $400 million senior note due 2022 that is
expected to be upsized to $500 million is unchanged at B1. All
other ratings including the Ba3 corporate family rating (CFR) will
remain unchanged. The outlook is stable.

The $450 million new senior note, $100 million upsize of the
senior note due 2022, a draw on the revolving credit facility, and
cash from the balance sheet will be used to fund the purchase of
outdoor assets from Van Wagner Communications for $690 million and
pay transaction related expenses. The debt funded acquisition
increases leverage levels to 5.5x from 4.9x including Moody's
standard adjustments or to 5x from 4x excluding Moody's standard
adjustments. While the increase in leverage positions the company
at the high end of the range for the existing Ba3 CFR, Moody's
expect leverage to decline over the next two years through EBITDA
growth and debt repayment that would more comfortably position the
company within the existing rating.

The Van Wagner asset acquisition provides the opportunity to
expand its footprint in New York City and Los Angeles, which are
already CBS Outdoor's largest markets and expand their national ad
exposure. Moody's expect the acquisition to increase their
importance to advertisers targeting the largest DMAs in the
country.

A summary of Moody's actions are as follows:

CBS Outdoor Americas Inc.

  Corporate Family Rating unchanged at Ba3

  Probability of Default Rating unchanged at Ba3-PD

Outlook: remains stable

CBS Outdoor Americas Capital LLC

  New $450 million senior note due 2025, assigned at B1 (LGD5)

  $425 million revolver due 2019 unchanged at Ba1 (LGD2)

  $800 million term loan B due 2021 unchanged at Ba1 (LGD2)

  $400 million senior notes (will be upsized to $500 million) due
  2022 unchanged at B1 (LGD5)

  $400 million senior notes due 2024 unchanged at B1 (LGD5)

Outlook: remains stable

The ratings are subject to review of final documentation and no
material change in the terms and conditions of the transaction as
provided to Moody's.

Ratings Rationale

CBS Outdoor Americas Inc. Ba3 CFR reflects its market position as
one of the largest outdoor advertising companies in the U.S. and
the positive outlook for the outdoor advertising industry. Pro-
forma Leverage is relatively high at 5.5x including Moody's
standard adjustments for lease expenses and 5x excluding Moody's
standard lease expense adjustments as of Q2 2014. CBS Outdoor is
expected to generate good free cash flow although almost all of it
is expected to be distributed to shareholders as the company began
operating as a REIT in July 2014. Given that the required
distribution is based on earnings and is after interest and
depreciation of capital, Moody's expect the company to have
adequate resources to manage all required liabilities. The ability
to convert traditional static billboards to digital is expected to
support both revenue and EBITDA growth although the company has
historically spent substantially less than its largest competitors
on digital displays. Compared to other traditional media outlets,
the outdoor advertising industry is not likely to suffer from
disintermediation and benefits from restrictions on the supply of
billboards that help support advertising rates and high asset
valuations.

The rating is constrained by the lack of operating history as a
standalone company and as a REIT, although the company has been
able to build its own operations following the separation from CBS
Corp. The development of standalone operations reduces operational
risk, but is still higher than competitors in the industry with a
longer history of operating independently. EBITDA margins are also
below the industry average of its US competitors at approximately
30% due to its lower margin transit and international business,
but Moody's expects margins to improve as a standalone company and
benefit from capex spend on digital assets that Moody's
anticipates will be directed to the highest ROI assets. Moody's
expects the billboard industry to become more volatile than it has
in the past as companies operate with shorter term contracts than
the industry has historically. The outdoor industry also remains
vulnerable to consumer ad spending and CBS Outdoor derives
approximately 40% of revenue from national advertisers with
substantial concentration in New York City and Los Angeles. The
combination of shorter term contracts in the industry and above
average exposure to national advertising increases the revenue
volatility, although the company operates with a large amount of
cancelable leases that could be terminated or renegotiated at
lower rates during a downturn. Moody's expects the company to
continue to evaluate additional acquisitions which has the
potential to impact the ratings depending on the size of the
acquisition and how it is financed.

Moody's expects CBS Outdoor to maintain good liquidity as
reflected by its SGL-2 liquidity rating. Liquidity is supported by
the company's $425 million revolver, $80 million L/C facility, and
good free cash flow prior to shareholder distributions. While the
distribution of free cash flow to shareholders will lead to a
limited amount of cash on the balance sheet, the required
distributions would decline as earnings decline. However, the
company has access to additional sources of liquidity to maintain
the distribution level despite a decline in the required
distribution rate. If the company retained its distribution rate
above the amount of free cash flow for an extended period of time,
the liquidity position would deteriorate.

The term loan facility is covenant lite, but the revolver is
subject to a financial covenant based on a net secured leverage
test. The company has the ability to issue an Incremental Term
Loan in the amount of the greater of $400 million or an unlimited
amount subject to an incurrence test.

The rating outlook is stable with low single digit revenue and
EBITDA increases driven by economic growth, conversion of static
billboards to digital, and operational improvements on a
standalone basis. Moody's anticipate that leverage will decline
modestly driven mainly by EBITDA growth with the bulk of free cash
flow distributed to shareholders.

Upward rating pressure is limited as leverage is at the higher end
of the leverage threshold for the existing rating and due to the
limited track record operating as a REIT and on a standalone
basis. Leverage would need to decrease below 4x (including Moody's
standard adjustments) and the company will need to demonstrate
both the desire and ability to sustain leverage below that level
while maintaining an adequate liquidity position.

The ratings could face downward pressure if debt to EBITDA were to
increase above 5.5x driven by debt funded acquisitions, material
debt funded stock buybacks, or a decline in earnings triggered by
a drop in advertising spending. A material decline in its
liquidity position could also trigger a downgrade.

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

CBS Outdoor Americas Inc. was formerly an operating subsidiary of
CBS Corporation, which completed the separation of the company in
July 2014. The company also elected to operate as a REIT in July
2014. The outdoor business generated revenues of approximately
$1.3 billion on a LTM basis as of Q2 2014.


CC44 L.L.C.: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: CC44, L.L.C.
        2929 E Camelback Rd Ste 118
        Phoenix, AZ 85016

Case No.: 14-14254

Chapter 11 Petition Date: September 17, 2014

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

Judge: Hon. Paul Sala

Debtor's Counsel: Dennis J. Wortman, Esq.
                  DENNIS J. WORTMAN, P.C.
                  202 East Earll Drive Ste 490
                  Phoenix, AZ 85012
                  Tel: 602-257-0101
                  Fax: 602-279-5650
                  Email: djwortman@azbar.org

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Peloquin, manager.

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


CHECKOUT HOLDING: Moody's Affirms 'B3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
(CFR) of Checkout Holding Corporation (Checkout, a parent company
of Catalina Marketing Corporation or Catalina) and changed the
outlook to negative. The action follows weaker than expected
performance, continued uncertainty in CPG spending plans, and the
company's plans for a primarily debt funded acquisition of
Cellfire, a distributor of digital coupons serving the consumer
packaged goods (CPG) industry. Checkout expects to fund the
acquisition with a combination of cash on hand and borrowings
under its $100 million revolver.

Checkout Holding Corp.

Outlook, Changed To Negative From Stable

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

First Lien Credit Facility, Affirmed B1, LGD2

Second Lien Credit Facility, Affirmed Caa1, LGD5

Ratings Rationale

The outlook change incorporates concern over some lack of
visibility and volatility in CPG spending, which resulted in
weaker EBITDA and higher leverage than Moody's expected since
Berkshire Partners LLC acquired the company in a leveraged buyout
in April 2014. Moody's anticipates EBITDA growth will continue to
lag expectations over at least the next year. While the Cellfire
acquisition should improve Catalina's position in digital and
mobile coupons and expedite growth, it will also increase already
very high leverage, estimated at 8 times debt-to-EBITDA (based on
trailing twelve months through June 30), to slightly over 8 times.
In conjunction with the buyout, PDM Intermediate Holdings B Corp
(HoldCo or PDM), an entity created to execute the transaction,
issued Unsecured PIK Toggle Notes, which Moody's does not rate but
does include when calculating credit metrics. Excluding these
notes, leverage would be about 7 times. Checkout's good liquidity
and the absence of near term maturities minimize default risk and
afford the company time to execute on its digital strategy and
manage through some unpredictability in its core business, but the
very high leverage nevertheless creates risk and limits
flexibility to invest for growth in a rapidly changing media and
marketing landscape.

Pro forma for the acquisition, Moody's estimates Checkout's
leverage at slightly over 8 times debt-to-EBITDA, and this high
leverage drives the B3 CFR. Furthermore, PIK accretion on the
HoldCo bonds, which represent about 13% of total debt and 1 turn
of leverage, raises the hurdle for growth or debt repayment to
reduce leverage. Despite the heavy debt load, Moody's expects the
strong EBITDA margin and non-cash interest on the HoldCo bonds
(mandatory PIK for the first two years, cash or PIK thereafter at
the company's option) to facilitate positive free cash flow,
which, together with good cushion under the financial maintenance
covenant of its $100 million revolver, supports liquidity and
minimizes default risk. Moody's expects the company to pay down
the likely revolver draw in conjunction with the acquisition by
the end of 2015, and the maintenance covenant only applies with
borrowings in excess of $30 million.

Catalina's leading position in Point of Sale marketing services,
the breadth of its retail base, its data on purchasing history
that allows for personalized promotions, and its long term
relationships with both retailers and core CPG manufacturers
position it well to manage the evolving landscape and expand its
digital presence. Nevertheless, competition from digital and
mobile marketing service providers and changing consumer behavior
elevate business risk as the company's CPG clients diversify their
marketing budgets away from traditional print based promotions to
brand building and experiment with other means of reaching
consumers that technology advances are enabling. The EBITDA margin
eroded as the company invested to adapt, but Moody's expects it to
stabilize around current still healthy levels, and this strong
margin together with low default risk affords some flexibility for
investment in new business development. Continued international
expansion of Checkout's retail base provides good growth
prospects, which partially mitigates significant revenue
concentration. However, Moody's believes the company's small size
amplifies potential volatility in cash flow from a shift in
customer spend and also leaves it vulnerable to potential market
disruption should larger companies seek a more significant
presence in the digital and mobile couponing market.

The negative outlook incorporates potential for a downgrade if
Checkout is unable to demonstrate sustained organic EBITDA growth
and is not on track to reduce leverage to the mid 7 times range by
year end 2015. Moody's would likely downgrade the company based on
lack of progress in reducing leverage or a deterioration of the
liquidity profile, including expectations for negative free cash
flow.

Evidence of rapid deterioration in the core business, lack of
traction with the digital strategy, or the loss of a major retail
partner could also result in a downgrade.

An upgrade is unlikely given the very high leverage. Moody's would
consider a stable outlook with evidence of stabilization in the
core business and traction with the digital business, expectations
for sustained debt-to-EBITDA of 7.5 times or better, and
expectations for maintenance of good liquidity, including
sustained positive free cash.

Catalina Marketing Corp., headquartered in St. Petersburg, FL,
provides consumer-driven personalized digital media solutions,
including discount coupons, loyalty marketing programs and other
consumer communications, through a variety of distribution
channels like supermarkets as well as via mobile and online. In
April 2014, Berkshire Partners LLC acquired majority control of
Catalina from Hellman & Friedman LLC. Hellman & Friedman remains a
significant investor in Catalina.

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


CHESTER DOWNS: Fitch Lowers Issuer Default Rating to 'CCC'
----------------------------------------------------------
Fitch Ratings has downgraded Chester Downs & Marina LLC's IDR to
'CCC' from 'B-' and $330 million in 9.25% senior secured notes to
'CCC+/RR3' from 'BB-/RR1'.  There is no Rating Outlook on the
'CCC' IDR.  Fitch has also affirmed all of the ratings related to
Caesars Entertainment Report Properties, LLC (CERP).

Chester Downs' and CERP's IDRs are not directly linked to Caesars
Entertainment Operating Company's (CEOC) and Caesars Entertainment
Corp.'s (CEC) 'CC' IDRs given the restricted payment covenants at
Chester Downs and CERP.  However, their relationship to CEOC and
CEC entities are considered in the IDRs.

KEY RATING DRIVERS: CHESTER DOWNS

The one notch downgrade of Chester Downs' IDR to 'CCC' reflects
its weak financial position, which Fitch expects to deteriorate
further once SugarHouse Casino (SugarHouse) opens its expansion in
2015.  For 2016 Fitch forecasts that Chester Downs will generate
negative free cash flow (FCF) and its leverage will exceed 9x.
This financial profile could make refinancing Chester Downs' notes
by their maturity in 2020 difficult.  That said, considerable cash
could permit Chester Downs to service the FCF burn forecasted by
Fitch for an extended period of time.

Fitch's base case forecast assumes that the revenue declines at
Chester Downs stabilize to low single digit range in second-half
2014 and 2015 from the high-single digit range seen over the past
two years.  Earlier declines were largely driven by the
competition from Valley Forge Casino Resort (Valley Forge), which
opened early 2012, and the generally weak operating environment
for regional casinos in the Northeast.  Valley Forge, which is
limited to 600 slots and 50 tables, is about fully ramped up at
this point and should be less of a factor.

For 2016, Fitch estimates a 10% decline in revenues for Chester
Downs, the magnitude of which roughly coincides with the positions
added to the market once the $164 million SugarHouse expansion
opens.  Chester Downs (dba Harrah's Philadelphia) has historically
been more susceptible to increased competition.  Since 2009, when
Parx was its only competition in the Philadelphia area, Chester
Downs' market share declined by about 21% from 47% to 26% compared
to an 11% decline at Parx during the same period.  In Fitch's
forecast there is a 40% flowthrough from the revenue declines into
EBITDA.

The 'CCC' IDR takes into account the potential for a second
license being awarded within the city limits of Philadelphia but
IDR is not dependent on the license being awarded.  Four
candidates that have been vetted by the Pennsylvania Gaming
Control Board (PGCB) remain for the license after earlier
withdrawals by Wynn Resorts Ltd and Penn National Gaming, Inc.
Whether the license should be issued is a contested issue in light
of signs of gaming saturation in the region and the PGCB has not
announced a timeframe for its decision.

CHESTER DOWNS RECOVERY RATING

The revision of Chester Downs senior secured notes' Recovery
Rating (RR) to 'RR3' from 'RR1' reflects Fitch's lower estimate
for recovery in an event of default that incorporates a reduced
enterprise value (EV) estimate.  The 'RR3' is indicative of a
recovery estimate in the 51%-70% range.  The revised EV estimate
incorporates a reduced going concern EBITDA estimate that
coincides with Fitch's base case in 2016 (the first full year of
the expansion being open at SugarHouse).  If PGCB issues the
second Philadelphia license Fitch may revise the RR further to
account for the reduced going concern EBITDA estimate.

KEY RATING DRIVERS: CERP

The affirmation of CERP's IDR at 'B-' reflects sustainable (albeit
weak) leverage and FCF profile.  CERP's positive discretionary FCF
and EBITDA growth will allow for modest deleveraging over the
medium term.  In its base case, Fitch projects CERP's leverage at
year-end 2015 and discretionary FCF for 2015 at 9.0 times (x) and
approximately $50 million, respectively.

The discretionary FCF forecast for 2015 takes into account Fitch's
estimate of $515 million EBITDA, $380 million interest expense,
$60 million in maintenance capex and $25 million of term loan
amortization.  FCF net for discretionary spending will be negative
in the near term as CERP finishes its $126 million conference
center in Atlantic City and contribute $42.5 million to Caesars
Enterprise Services, LLC (ServicesCo), a JV with other CEC
subsidiaries.  CEC contributed the conference to CERP on July 1,
2014 at which point the center had a book value of $57 million.

CERP has good market exposure with most of its EBITDA being
generated by assets based on the Las Vegas Strip.  Fitch has a
favorable outlook for the Las Vegas Strip and expects low single
digit gaming revenue growth and mid-single digit RevPAR growth for
the market.  CERP's Las Vegas assets are somewhat worse positioned
since they are generally mid-tier assets with minimal exposure to
baccarat and do less convention business on average relative to
peers on the Las Vegas Strip.  However, the assets benefit from
their location near the center of the Strip and proximity to Linq.
Fitch assumes 3% revenue growth for CERP's Las Vegas based casino
assets with solid flowthrough to EBITDA.

CERP has a modest exposure to the weak Atlantic City market but
its Harrah's AC should benefit in the near term from the closure
of CEC's Showboat casino (part of CEOC) and the 2015 opening of
the conference center, which is adjoined to Harrah's AC.  Fitch's
2015 forecast includes $20 million of EBITDA accruing to Harrah's
AC from business recaptured from Showboat.

Fitch also factored into CERP's 'B-' IDR the risk that a court
reverses the earlier transfer of Linq and Octavius Tower to CERP
from CEOC by CEC.  The transfer is mentioned among 'specified
defaults' in CEOC's waiver agreement with the first-lien holders
and is mentioned in the suit brought against CEOC by the second-
lien holders.

Fitch believes that the consideration provided by CEC for Linq and
Octavius Tower was on the light side relative to a range of fair
values but also thinks the probability of the transfers being
reversed is low.  In fraudulent conveyance cases, courts tend to
take a broad approach when assessing whether a fair value was
provided and would typically take into account other benefits
accruing to the seller that the sale helped facilitate.  The
consideration provided for Linq and Octavius Tower was
approximately $600 million - $700 million and incorporates $450
million in assumed debt, $81 million in cash, and $59 million in
debt repurchases from CEOC with the balance coming from amount
CERP spent to complete Linq.

The Linq and Octavius Tower generate $90 million in annual EBITDA
based on annualized second-quarter 2014 results, which is about
15%-20% of CERP's total property EBITDA.  Should a court rule to
reverse the transfer in the bankruptcy court CERP would return the
assets to CEOC and will have an unsecured claim in the bankruptcy
equal to the consideration provided.  In the event of a transfer,
Fitch could downgrade CERP's IDR to 'CCC' as CERP's FCF would turn
negative absent stronger than anticipated performance by CERP's
other assets.

Another CEOC related risk is that the control of Caesars' Total
Rewards loyalty program changes in a CEOC restructuring, which may
adversely affect the allocation of Total Rewards customers with
respect to CERP.  However, the creation of ServicesCo should
mitigate this risk to an extent.

CERP RECOVERY RATINGS

Fitch estimates a recovery for CERP's first lien credit facility
and notes in the 71%-90% range, which corresponds to a 'B+/RR2'
issue ratings, two notches above the IDR.  Fitch estimates minimal
recovery for the second-lien notes, which corresponds to a
'CCC/RR6' issue rating (two notches below the IDR).  Fitch's
recovery analysis incorporates a $3.4 billion EV for CERP, which
includes $540 million of value for Linq and Octavius assets.

RATING SENSITIVITIES: CHESTER DOWNS

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

   -- Net debt/EBITDA ratio remaining below 8x after a full year
      of SugarHouse expansion;

   -- Discretionary run-rate FCF remaining above $0 after a full
      year of SugarHouse expansion;

   -- Stabilization of gaming revenues;

   -- Caesars using cash at Chester Downs to paydown debt;

   -- PBCB deciding not to issue the second Philadelphia license.

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

   -- Strong indication that CEOC plans to pull Chester into a
      bankruptcy;

   -- Material deterioration of liquidity at Chester driven by FCF
      burn;

   -- Leverage being above trading multiples for similar assets
      (7x-9x) closer to the maturity date of the 9.25% notes
      (2020).

RATING SENSITIVITIES: CERP (Fitch Forecasts in parentheses)

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

   -- Discretionary run-rate FCF declining towards $0 (FY15: $50
      million and FY16: $64 million);

   -- A court orders a reversal of the Linq and Octavius Tower
      transfer;

   -- CERP's Debt/EBITDA remaining above 9x for an extended period
      of time (FY15: 9.0x and FY16: 8.7x).

Positive: No positive rating action is expected over the near-term
given the company's high leverage and the CEOC related risks.
However, positive rating action may result from:

   -- Discretionary run-rate FCF exceeding $100 (FY15: $50 million
      and FY16: $64 million);

   -- CEOC's debt being restructured without having a material
      adverse effect on CERP;

   -- Debt/EBITDA declining below 7x (FY15: 9.0x and FY16: 8.7x).

The rating actions are as follows:

Chester Downs and Marina LLC (and Chester Downs Finance Corp as
co-issuer)

   -- IDR downgraded to 'CCC' from 'B-'; no Outlook;

   -- Senior secured notes downgraded to 'CCC+/RR3' from
      'BB-/RR1'.

Caesars Entertainment Resort Properties LLC (CERP)

   -- IDR affirmed at 'B-'; Outlook Stable;

   -- Senior secured first-lien credit facility affirmed at
      'B+/RR2';

   -- First-lien notes affirmed at 'B+/RR2';

   -- Second-lien notes affirmed at 'CCC/RR6'.

Fitch currently rates the other CEC entities as follows:
Caesars Entertainment Corp.

   -- IDR 'CC'.

Caesars Entertainment Operating Co.

   -- IDR 'CC';
   -- Senior secured first-lien revolving credit facility and term
      loans 'CCC+/RR1';
   -- Senior secured first-lien notes 'CCC/RR2';
   -- Senior secured second-lien notes 'C/RR6';
   -- Senior unsecured notes with subsidiary guarantees 'C/RR6';
   -- Senior unsecured notes without subsidiary guarantees /RR6'.

Caesars Growth Properties Holdings, LLC

   -- IDR 'B-'; Outlook Stable;
   -- Senior secured first-lien credit facility 'BB-/RR1';
   -- Second-lien notes 'B-/RR4'.

Corner Investment PropCo, LLC

   -- IDR 'CCC';
   -- Senior secured credit facility 'B-/RR2'.


CLEAR CHANNEL: Changes Company Name to "iHeartMedia"
----------------------------------------------------
Clear Channel announced that it has become iHeartMedia, reflecting
the company's success in becoming a one-of-a-kind multi-platform
media company with unparalleled reach and impact.

The newly named company includes a wide range of advertising-
supported, consumer-focused media businesses, including 859 radio
stations in over 150 markets, with more than 245 million listeners
a month -- the largest reach of any radio or television outlet in
America; iHeartMedia Digital, with its more than 90 million
digital monthly uniques; Premiere Networks, which syndicates 90
radio programs and services to more than 5,500 radio affiliates;
the Total Traffic and Weather Network, reaching almost all U.S.
commuters; 20,000 live music events, all of which generate massive
consumer engagement on social media platforms and the largest of
which are even televised; its related companies, including Katz
Media Group; as well as Clear Channel Outdoor, one of the world's
largest outdoor advertising companies.

"iHeartMedia reflects our commitment to being the media company
that provides the most entertainment to the most engaged audiences
wherever they go, with more content and more events in more places
on more devices," said Bob Pittman, Chairman and CEO of
iHeartMedia, Inc.  "We have massive consumer reach and influence
across our platforms because we know how to program the live
content people want to hear, see and share right now, we are the
largest mobile media company in existence -- more than 60 percent
of our broadcast usage is out of home, compared to just 30 percent
for other mobile devices - and we deliver more live programming
than any other media company today, built on the national and
local on-air personalities who are the heart of our powerful
broadcast radio franchises.  Combined with Clear Channel Outdoor's
reach of over half a billion people worldwide across 30 countries
and five continents, it's clear that no other company can match
our reach or broad spectrum of media platforms."

Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) will retain the
Clear Channel brand.  As it continues to transform the global out-
of-home industry, Clear Channel Outdoor's brand and products will
become an even more important part of iHeartMedia's future.

"Although we are changing the parent company's name, Clear Channel
Outdoor is built into the fabric of our multi-platform company,"
said Rich Bressler, president and chief financial officer of
iHeartMedia, Inc.  "With its continued growth into digital and
mobile, Clear Channel Outdoor has tremendous momentum as a leader
in the out-of-home advertising industry, and is a more integral
part of our company than ever.  We're pleased that the Clear
Channel brand, with its long history and respected heritage, will
continue on in our Outdoor business."

iHeartMedia reflects both the success and the cultural impact of
the iHeartRadio business formed three years ago and the evolution
of the company's major local radio station brands and franchises
to include mobile, social and events.  iHeartRadio has become the
dominant national consumer brand among the company's assets with
almost 70 percent consumer brand awareness and record-breaking
digital growth, reaching 50 million registered users faster than
any digital music service, and even faster than Twitter, Facebook
and Pinterest.  The company's 859 radio stations have led the way
for the entire media business, becoming even more relevant in the
lives of their listeners by expanding how they connect with
listeners live and in-the-moment in mobile and across its network
of social platforms.

"iHeartMedia was created by the strongest broadcast radio stations
in the country, and we will continue to build this company the
same way - on the country's strongest radio stations," said
Pittman.  "We are especially excited because our digital platform
extends the reach and impact for our wildly popular on-air
personalities - and it's a platform that only iHeartMedia
provides."

The new company is fueled by its ability to deliver the reach and
scale of broadcast media with the relevance and emotional power of
real-time programming, complemented by its culture-defining live
events, which have amassed 15.4 billion social impressions.  These
include the iHeartRadio Music Festival, the biggest live concert
event in radio history; the iHeartRadio Jingle Ball Concert Tour;
the iHeartRadio Ultimate Pool Party; and the iHeartRadio Music
Awards, which garnered more than 65 million votes via text
messaging and led the week in the Nielsen social TV ratings.

"In a world where 2x ROI is judged as successful, Nielsen has
shown that radio delivers 6x ROI on average.  It's because we
combine the power and predictably of mass reach with the immediacy
and relevance of live programming and the unique and powerful
engagement that consumers have with their favorite radio stations
and personalities," said Pittman.  "The opportunity for the new
iHeartMedia is to use all of these industry-leading assets
together in new ways -- extending our massive reach and cultural
influence across radio, outdoor, digital, social and live events
to make it easier for advertisers to deliver the most relevant,
real-time messages across all our platforms at scale, amplified by
social media and mobile, to get a superior ROI to other media."

"We're pulling together our powerful local and national brands and
industry-leading platforms to make it easier for advertisers to
tap into the range of content, audiences and experiences we
deliver on devices, in cars, on stages and everywhere consumers
want to find information and be entertained," said Bressler.

In connection with the company's new brand, the company's ticker
symbol will also change, effective September 17th.  Of the
company's major businesses, Clear Channel Media and Entertainment
will become iHeartMedia; other company brands, including
iHeartRadio, Premiere Networks, Total Traffic and Weather Network,
Katz Media Group and RCS, will retain their current names.

The Company also changed the name of certain of its affiliates as
of Sept. 16, 2016, including as follows:

Old Name:                                       New Name:
--------                                        --------
Clear Channel Capital I, LLC        iHeartMedia Capital I, LLC
Clear Channel Capital II, LLC       iHeartMedia Capital II, LLC
Clear Channel Communications, Inc.  iHeartCommunications, Inc.
Clear Channel Management Services   iHeartMedia Management
                                    Services, Inc.
Clear Channel Broadcasting, Inc.    iHeartMedia + Entertainment,
                                    Inc.
Clear Channel Identity, Inc.        iHM Identity, Inc.
Clear Channel Satellite Services Inc iHeartMedia Satellite
                                     Services, Inc.

                         About iHeartMedia

iHeartMedia, Inc. is a global media and entertainment company
specializing in radio, digital, outdoor, mobile, live events,
social and on-demand entertainment and information services for
local communities and providing premier opportunities for
advertisers.  For more company information visit iHeartMedia.com.

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

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

                         Bankruptcy Warning

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

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

                           *     *     *

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

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


CONNEAUT LAKE PARK: Ch. 11 Filing Mulled to Halt Sheriff's Sale
---------------------------------------------------------------
Keith Gushard, writing for Meadville Tribune, reported that Mark
Turner, executive director of Trustees of Conneaut Lake Park Inc.,
said a bankruptcy filing halt a pending sheriff's sale ultimately
may be an expense of a quarter million dollars.  The reason for
the possible $250,000 price tag, Turner said, is because the legal
costs of all the parties involved -- school district, county and
township government and other creditors -- has to be borne by the
entity seeking the bankruptcy reorganization.

"The timing (of filing for bankruptcy) is very flexible as long as
it is done prior to the actual (sheriff's) sale," Turner said
following Tuesday's board meeting, according to the report.

According to the report, Trustees of Conneaut Lake Park Inc., the
nonprofit corporation that owns the amusement park, earlier this
month hired a bankruptcy attorney to begin preparations for a
filing.  At a meeting on Tuesday, the Trustees' board took no
action filing for bankruptcy protection.

The report recounted that attorneys for Conneaut School District,
Crawford County and Sadsbury and Summit townships last week filed
a motion with the Crawford County Prothonotary's Office against
Trustees to force payment of more than $925,000 in overdue
property taxes, penalties and interest by holding a sheriff's sale
of the amusement park.  The sale is scheduled for Nov. 7.

The Associated Press reported in August that county officials in
Crawford County authorized a sheriff's sale of the historic 122-
year-old amusement park in northwestern Pennsylvania.  Officials
say the park owes more than $910,000 in back taxes. State
officials say insurance was inadequate when fires burned the
park's Dreamland Ballroom in 2008 and its Beach Club a year ago.


CONSTELLATION ENTERPRISES: Moody's Lowers CFR to 'Caa1'
-------------------------------------------------------
Moody's Investors Service downgraded Constellation Enterprises,
LLC's Corporate Family Rating (CFR) to Caa1 from B3, Probability
of Default Rating to Caa1-PD from B3-PD, and the company's rating
for senior secured notes due 2016 to Caa1 from B3. The rating
outlook is stable.

The rating action reflects a weakening of the Constellation's
liquidity position caused by the company's recent history of
negative free cash flow and increasing reliance on its $33 million
ABL revolving credit facility to cover cash shortfalls, most
notably for cash interest payments on its $130 million senior
notes including the August 2014 payment. Moody's is particularly
concerned about the timing of this deterioration in liquidity as
free cash flow is expected to be modest or negative despite modest
improvements in end markets and the company's efforts to grow
revenue in 2015, and this may challenge Constellation's ability to
refinance its ABL and senior notes due Q1 2016 without resorting
to a transaction that Moody's would consider a distressed
exchange.

Issuer: Constellation Enterprises, LLC:

  Corporate Family Rating, downgraded to Caa1 from B3;

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

  Rating on $130 million of 10.625% Senior Secured Notes due
  2016, downgraded to Caa1 from B3;

Stable outlook

Ratings Rationale

The Caa1 CFR reflects the cyclicality of the company's businesses,
which are primarily driven by the demand for capital goods in the
energy, transportation, and industrial segments of the North
American economy, and the associated high degree of volatility of
the company's revenues and earnings. The rating also reflects the
company's small size and relatively thin operating margins
(typically in a range of 2%-3%), geographic concentration,
relatively high leverage, negative free cash flow, a weak
liquidity profile, and heightened re-financing risk relating to
debt maturing in Q1 2016. The CFR favorably reflects significant
barriers to entry provided by a combination of short lead times,
specialized equipment, high freight costs and long-term customer
relationships.

The volatility of the business was recently demonstrated by a
dramatic revenue reduction of 20% in 2013, as oil and gas drilling
activity declined from historically high levels and rail car
production leveled-off. Already thin operating margins fell
further, and credit metrics deteriorated accordingly. In the first
six months of 2014, operating trends recovered slightly as the
company demonstrated a 6% growth in revenue and a 100 basis point
recovery in operating margin to about 3.5% from fiscal year 2013.
Moody's expects Constellation to continue generating low to mid
single digit revenue growth and gradual improvement in its credit
metrics over the next 12 to 18 months, as demand drivers in its
core businesses are likely to remain relatively stable over this
period -- rail car and energy-related products in particular.
However, Moody's believes that the highly cyclical demand pattern,
as illustrated by recent volatile operating results, will be an
on-going constraint to Constellation's ratings, which may
drastically impact earnings and free cash flow.

Moody's assesses Constellation's liquidity condition as weak,
characterized by minimal cash balances and expectations for modest
or negative free cash flow over the near term. The company
maintains a $33 million ABL facility, which is adequate for a
company of this size. However, Moody's notes that availability
under this facility has been substantially reduced by recent
borrowings to cover negative free cash flow, as well as due to
constraints because of the company's desire to avoid triggering
the springing financial covenant in the ABL credit agreement and
Constellation's potential inability to meet the covenant. Thin
operating margins over the past several quarters, along with a
substantial use of cash for working capital in Q2 2014, have
resulted in negative free cash flow of approximately $11 million
for the LTM period ending June 30, 2014. The company has made
heavy use of the ABL facility to fund this shortfall, along with
an approximate $7 million interest payment on the company's senior
notes in August 2014.

The ABL facility has a springing fixed charge coverage covenant
that constrains capacity as the covenant would become effective
once availability under the revolver falls below $7.5 million.
Moody's estimates that this ratio is currently close to the 1.1
time minimum prescribed under the ABL agreement, which effectively
constrains the company from borrowing above $25.5 million on the
revolver. As such, Moody's estimates effective availability under
the revolver to be less than $10 million. Although operating
performance is expected to improve modestly through 2015, Moody's
nonetheless estimates that the company will generate modestly
negative to neutral free cash flow over this period. As such, the
company may need to make further use of its revolver for the
February 2015 scheduled interest payments, which would further
diminish its liquidity reserves. Given the cyclicality of
Constellation's operations and a potential for sharp earnings
declines in an event of reduced demand, it is important that the
company improves its liquidity position to improve its credit
profile. However, Moody's expects only gradual improvement in the
company's operating results through 2015, which limits prospects
for significant liquidity enhancements in the near term.

The stable ratings outlook reflects that gradually improving
fundamentals in most of the company's end markets somewhat
balances its weak liquidity position.

Ratings could be lowered if the company does not materially
improve its liquidity position, if revenues decline in the near
term, or if the company cannot generate sustainable positive
operating profitability and free cash flow over the next 6-12
months. Further drawings on the ABL facility, especially for the
purpose of making the February 2015 notes interest payment, or any
difficulty that the company might encounter in refinancing debt
that is due in 2016 would likely prompt a downgrade.

A ratings upgrade is unlikely in the near term. However, higher
ratings could be considered over the long term if the company
demonstrates steady revenue growth and margin stability, resulting
in reliably positive free cash flow, while successfully
refinancing debt that is due in Q1 2016 in a timely fashion. The
company would also need to demonstrate sustained Debt to EBITDA of
less than 6.5 times and EBITA to Interest of over 1 time, along
with a strong liquidity profile to warrant higher ratings.

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.

Constellation Enterprises, LLC, through its five operating
subsidiaries, is a manufacturer of custom engineered metal
components for various end markets such as rail transportation,
oil & gas, general industrial, nuclear, aerospace, and small gas
engine markets. Over 85% of Constellation's sales, are derived
from the company's key operating subsidiaries: The Jorgensen Forge
Corporation, Commercial Metal Forming Inc., and Columbus Steel
Castings Company. The company is owned by Protostar Partners LLC.
Revenues for LTM period ended June 30, 2014 were $238 million.


CORNERSTONE HOMES: Trustee Hires Hiscock & Barclay as Counsel
-------------------------------------------------------------
Michael H. Arnold, the Chapter 11 Trustee of Cornerstone Homes,
Inc., seeks authorization from the Hon. Paul R. Warren of the U.S.
Bankruptcy Court for the Western District of New York to employ
Hiscock & Barclay as special counsel to the Trustee.

The Trustee requires Hiscock & Barclay to pursue the insurance
claim against Allegany Co-Operative Insurance Company to honor the
Debtor's insurance policy and pay for the fire loss at 51 Russell
Street.

The maximum hourly rate to be sought by Hiscock & Barclay shall be
$330 per hour.

Anthony Piazza, partner of Hiscock & Barclay, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

Hiscock & Barclay can be reached at:

       Anthony J. Piazza, Esq.
       HISCOCK & BARCLAY
       2000 HSBC Plaza
       100 Chestnut Street
       Rochester, NY 14604
       Tel: (585) 295-4420
       Fax: (585) 295-8418
       E-mail: apiazza@hblaw.com

                     About Cornerstone Homes

Cornerstone Homes Inc. is based in Corning, New York and is
engaged in the business of buying, selling and leasing single
family homes in the State of New York, with such properties
primarily located in the South Central and South Western portions
of the State.

Cornerstone Homes Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester
alongside a reorganization plan already accepted by 96 percent of
unsecured creditors' claims.

The Debtor disclosed assets of $18,561,028 and liabilities of
$36,248,526.  Four secured lenders with $21.8 million in claims
are to be paid in full under the plan.  Unsecured creditors --
chiefly noteholders with $14.5 million in claims -- will have a 7
percent recovery.

Judge Paul R. Warren presides over the case.  Curtiss Alan
Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink,
LLP, in Rochester, N.Y., serve as the Debtor's counsel.  The
Debtor has tapped GAR Associates to appraise a selection of its
properties to support the Debtor's liquidation analysis.

The Official Committee of Unsecured Creditors is represented by
Gregory J. Mascitti, Esq., at LeClairRyan PC.  The Committee
retained Getzler Henrich & Associates LLC as financial advisor.

Cornerstone Homes Inc. delivered to the Bankruptcy Court a First
Amended Plan of Reorganization and explanatory Disclosure
Statement on Jan. 3, 2014.  The Amended Plan supersedes the Plan
Cornerstone prepared prior to filing for bankruptcy.  The Debtor
intends to liquidate properties over a period of time, so as to
achieve maximum recovery for the creditors while avoiding a
deleterious affect on the housing market.  The Plan provides for a
distribution of $1 million as an Unsecured Distribution Amount.
Owner David Fleet will pledge up to $1 million to fund
distributions under the Plan.  It also provides for the
distribution of the stock in the Reorganized Debtor to holders of
Allowed Unsecured Noteholder Claims under Class 5.  The Class 5
Claimants are expected to receive 7% plus distribution of stock on
the Distribution Date.  The Claimants are impaired and entitled to
vote on the Plan.

No hearing was slated to consider the Amended Plan documents.
Instead, the Court accepted the request of the Committee to
appoint a Chapter 11 trustee to replace management.  The Court
approved the appointment of Michael H. Arnold, Esq., as Chapter 11
trustee.  He is represented by his law firm, Place and Arnold as
his counsel.


CTI BIOPHARMA: Provides Corporate Update to Investors
-----------------------------------------------------
Members of management at CTI BioPharma Corp., on Sept. 16, 2014,
provided a corporate update to analysts and investors through a
series of one-on-one meetings.

The Company's 2014 Key business priorities are:

* Initiate PERSIST-2 (2nd Phase 3 trial of pacritinib in MF)

* Earn $20MM milestone from BAXTER after completion of enrollment
   in PERSIST-1

* Be in position to report PERSIST-1 top-line results in 1Q-2015

* Secure ROW partner (ex-U.S.) to expand commercial potential for
   PIXUVRI in countries where CTI doesn't have a commercial
   presence

* Advance PERSIST-2 to complete enrollment in 1H-2015

* Generate PIXUVRI E.U. sales to achieve a net positive
   contribution margin by year-end 2014

As of Sept. 12, 2014, stock price was $2.61 per share.

The Company had pro forma cash of $53.2 million at June 30, 2014.

The slides used in the presentations are available at:

                       http://is.gd/tMOzZe

                       About CTI BioPharma

CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- formerly known as Cell
Therapeutics, Inc., is a biopharmaceutical company focused on
the acquisition, development and commercialization of novel
targeted therapies covering a spectrum of blood-related cancers
that offer a unique benefit to patients and healthcare providers.
The Company has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis.  CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited.

Cell Therapeutics reported a net loss attributable to common
shareholders of $49.64 million in 2013, a net loss attributable to
common shareholders of $115.27 million in 2012 and a net loss
attributable to common shareholders of $121.07 million in 2011.
The Company's balance sheet at Dec. 31, 2013, showed $93.72
million in total assets, $37.50 million in total assets, $13.46
million in common stock purchase warrants and $42.75 million in
total shareholders' equity.

                            Going Concern

"Our independent registered public accounting firm included an
explanatory paragraph in its reports on our consolidated financial
statements for each of the years ended December 31, 2007 through
December 31, 2011 regarding their substantial doubt as to our
ability to continue as a going concern.  Although our independent
registered public accounting firm removed this going concern
explanatory paragraph in its report on our  December 31, 2012
consolidated financial statements, we expect to continue to need
to raise additional financing to develop our business and satisfy
obligations as they become due.  The inclusion of a going concern
explanatory paragraph in future years may negatively impact the
trading price of our common stock and make it more difficult, time
consuming or expensive to obtain necessary financing, and we
cannot guarantee that we will not receive such an explanatory
paragraph in the future," the Company said in its annual report
for the year ended Dec. 31, 2013.

The Company also said it may not be able to maintain its listings
on The NASDAQ Capital Market and the MTA in Italy, or trading on
these exchanges may otherwise be halted or suspended.

"Maintaining the listing of our common stock on The NASDAQ Capital
Market requires that we comply with certain listing requirements.
We have in the past and may in the future fail to continue to meet
one or more listing requirements."

                          Bankruptcy Warning

"We have acquired or licensed intellectual property from third
parties, including patent applications and patents relating to
intellectual property for PIXUVRI, pacritinib and tosedostat.  We
have also licensed the intellectual property for our drug delivery
technology relating to Opaxio, which uses polymers that are linked
to drugs known as polymer-drug conjugates.  Some of our product
development programs depend on our ability to maintain rights
under these licenses.  Each licensor has the power to terminate
its agreement with us if we fail to meet our obligations under
these licenses.  We may not be able to meet our obligations under
these licenses.  If we default under any license agreement, we may
lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights," the
Company stated in the 2013 Annual Report.


DELIA*S INC: Liquidity Crunch Raises Urgency Level
--------------------------------------------------
Lisa Allen and Jamie Mason, writing for The Deal, reported that
DELiA*s Inc.'s turnaround efforts have taken on a new urgency
since the retailer expects to run out of liquidity to meet its
cash requirements during the next 12 months, leading some sources
to predict bankruptcy for the company while others hold out hope
that a buyer will come to its rescue.  According to the report,
dELiA*S said in a Form 10-Q filed on Sept. 16 with the Securities
and Exchange Commission that if its current business trends
continue, it will need to seek additional debt or equity
financing, restructure its debt, sell itself, or cut costs in
order to remain operational.

dELiA*s, Inc. operates dELiA*s, lifestyle brand catering to
teenage girls.  New York-based dELiA*s offers dresses, shoes,
accessories and more at its 101 retail stores in the United
States.


DIGITAL DOMAIN: 16th Financing Amendment Approved
-------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Digital Domain Media Group's sixteenth amendment to the DIP Order
providing that the DIP Agent and DIP Lenders will forebear from
exercising their remedies under the Final DIP Order, DIP Term
Sheet Documentation and applicable bankruptcy law and non-
bankruptcy law through and until the earlier of (i) October 31,
2014 or (ii) the occurrence of a Termination Event.

                        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.


EAGLE BULK: Hires Alvarez & Marsal as Restructuring Advisors
------------------------------------------------------------
Eagle Bulk Shipping Inc. asks for permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Alvarez & Marsal North America, LLC as restructuring advisors,
nunc pro tunc to the Aug. 6, 2014 petition date.

Among other things, Alvarez & Marsal will provide assistance to
the Debtor with respect to management of the overall restructuring
process, the development of ongoing business and financial plans
and supporting restructuring negotiations among the Debtor, its
advisors and its creditors with respect to an overall exit
strategy for the Chapter 11 Case.

The Debtor requires Alvarez & Marsal to:

   (a) assist with bankruptcy preparation and case administration
       and other restructuring initiatives, if necessary;

   (b) provide general and expert witness testimony as may be
       required;

   (c) assist in the development and management of a global 13-
       week cash flow forecast;

   (d) assist in communications with creditors;

   (e) report to the company's board of directors as desired or
       directed by the company's anticipated counsel Milbank,
       Tweed, Hadley & McCloy LLP or the company's Chief
       Executive Officer and his designees (collectively, the
       "Responsible Officers"); and

   (f) render other general business consulting or such other
       assistance as Debtor management or counsel may deem
       necessary consistent with the role of a restructuring
       advisor to the extent that it would not be duplicative of
       services provided by other professionals in this
       proceeding.

Alvarez & Marsal will be paid at these hourly rates:

For Restructuring Advisory Services:

       Managing Director            $725-$925
       Director                     $525-$725
       Associate                    $375-$525
       Analyst                      $325-$375

For Claims Management Services:

       Directors/Managing Director  $500-700
       Consultants                  $374-$475
       Analyst                      $325

Alvarez & Marsal will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Alvarez & Marsal received $150,000 as a retainer in connection
with preparing for and conducting the filing of the Chapter 11
Case, as described in the Engagement Letter.  In the 90 days prior
to the petition date, Alvarez & Marsal received retainers and
payments totaling $329,506 in the aggregate for services performed
for the Debtor.

Dennis E. Stogsdill, managing director of Alvarez & Marsal,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

Alvarez & Marsal can be reached at:

       Dennis E. Stogsdill
       ALVAREZ & MARSAL NORTH AMERICA, LLC
       600 Madison Avenue, 8th Floor
       New York, NY 10022
       Tel: (212) 759-4433
       Fax: (212) 759-5532
       E-mail: dstogsdill@alvarezandmarsal.com

                    About Eagle Bulk Shipping

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

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

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

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

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

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


EAGLE BULK: Wants to Hire Milbank Tweed as Attorneys
----------------------------------------------------
Eagle Bulk Shipping Inc. asks for authorization from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Milbank, Tweed, Hadley & McCloy LLP as attorneys, nunc pro tunc to
the commencement of the Chapter 11 Case.

The Debtor requires Milbank Tweed to:

   (a) advise the Debtor with respect to its rights, powers, and
       duties as debtor in possession in the continued operation
       of its business;

   (b) advise and consult the Debtor on the conduct of the Chapter
       11 Case, including all of the legal and administrative
       requirements of operating in Chapter 11;

   (c) advise the Debtor and take all necessary or appropriate
       actions at the Debtor's direction with respect to
       protecting and preserving the Debtor's estate, including
       the defense of any actions that may be commenced against
       the Debtor, the negotiation of disputes in which the Debtor
       is involved, and the preparation of any objections to
       claims that may be filed against the Debtor's estate;

   (d) attend meetings and negotiate with representatives of
       creditors and other parties in interest, including
       governmental authorities, as necessary;

   (e) prepare all necessary or appropriate motions, applications,
       answers, orders, reports, and other papers necessary or
       otherwise beneficial to the administration of the Debtor's
       estate;

   (f) represent the Debtor in connection with obtaining authority
       to continue using cash collateral, post-petition financing,
       and exit financing;

   (g) advise and assist the Debtor in connection with any
       potential asset dispositions;

   (h) advise the Debtor concerning executory contract and
       unexpired lease assumptions, assignments, and rejections;

   (i) appear before the Court and any appellate courts to
       represent the interests of the Debtor's estate;

   (j) represent the Debtor in negotiations with all creditors,
       equity holders, and other parties in interest, including
       governmental authorities;

   (k) advise the Debtor with respect to any cross-border issues
       in the Chapter 11 Case;

   (l) take all necessary or appropriate actions in connection
       with the Plan and Disclosure Statement and all related
       documents, and such further actions as may be required in
       connection with the administration of the Debtor's estate;
       and

   (m) perform and advise the Debtor, as applicable, as to all
       other necessary legal services in connection with the
       Chapter 11 Case, including, without limitation, any general
       corporate legal services.

Milbank Tweed will be paid at these hourly rates:

       Partners                    $975-$1,220
       Counsel                     $885-$1,085
       Associates                  $385-$820
       Paraprofessionals           $180-$325

Milbank Tweed will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Since the commencement of Milbank Tweed's retention by the Debtor,
the aggregate amount of payments received and expenses incurred by
Milbank Tweed on behalf of the Debtor, as identified and accounted
for by Milbank Tweed as of the Petition Date, was approximately
$6,071,211.76.  From time to time, during the period following its
retention, Milbank Tweed provided the Debtor with invoices for
professional fees and expenses and deducted the amount of such
invoices from a retainer or was paid for such invoices directly by
wire transfer.

Milbank Tweed also intends to make a reasonable effort to comply
with the U.S. Trustee's requests for information and additional
disclosures as set forth in the Guidelines for Reviewing
Applications for Compensation and Reimbursement of Expenses Filed
Under 11 U.S.C. section 330 by Attorneys in Larger Chapter 11
Cases, effective as of Nov. 1, 2013 (the "Revised UST
Guidelines"), both in connection with this Application and the
interim and final fee applications to be filed by Milbank in this
Chapter 11 Case.

Tyson M. Lomazow, partner of Financial Restructuring Group of the
firm Milbank Tweed, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

Milbank Tweed can be reached at:

       Tyson M. Lomazow, Esq.
       MILBANK, TWEED, HADLEY & MCCLOY LLP
       One Chase Manhattan Plaza
       New York, NY 10005
       Tel: (212) 530-5000

                    About Eagle Bulk Shipping

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

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

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

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

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

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


EAGLE BULK: Hires Moelis & Company as Investment Banker & Advisor
-----------------------------------------------------------------
Eagle Bulk Shipping Inc. seeks authorization from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Moelis & Company LLC as investment banker and financial advisor,
nunc pro tunc to the Aug. 6, 2014 petition date.

The Debtor requires Moelis & Company to:

   (a) assist Milbank Tweed Hadley & McCloy LLP ("Milbank"), and
       the Debtor in reviewing and analyzing the Debtor 's results
       of operations, financial condition and business plan;

   (b) assist Milbank and the Debtor in reviewing and analyzing a
       potential Restructuring or Capital Transaction;

   (c) assist Milbank and the Debtor in negotiating a
       Restructuring or Capital Transaction;

   (d) advise Milbank and Eagle on the terms of securities Eagle
       offers in any potential Capital Transaction;

   (e) advise Milbank and Eagle on Eagle's preparation of an
       Information memorandum for a potential Capital Transaction
       (an "Information Memo"); and

   (f) provide such other financial advisory and investment
       banking services in connection with a Restructuring or
       Capital Transaction as Moelis, Milbank and the Debtor may
       mutually agreed upon.

Moelis & Company will be paid by the following Fee Structure:

   -- promptly after execution of the Engagement Letter a retainer
      fee of $175,000 (the "Retainer Fee").  The Retainer Fee
      shall be offset, to the extent previously paid, against the
      Restructuring Fee;

   -- during the term of the Engagement Letter, a fee of $175,000
      per month (the "Monthly Fee"), payable in advance of each
      month.  The first Monthly Fee shall be paid immediately upon
      the execution of the Engagement Letter, and all subsequent
      Monthly Fees prior to each monthly anniversary of the date
      of the Engagement Letter.  Whether or not a Restructuring or
      Capital Transaction occurs, Moelis shall earn and be paid
      the Monthly Fee every month during the term of the
      Engagement Letter.

   -- subject to the Monthly Fee Credit, at the closing of a
      Restructuring, a fee (the "Restructuring Fee") of
      $5,500,000.

   -- subject to the Monthly Fee Credit, at the closing of a
      Capital Transaction in which Moelis has actively assisted in
      the structuring and execution of such Capital Transaction, a
      non-refundable cash fee (the "Capital Transaction Fee") of:

      * 4.0% of the aggregate gross amount or face value of new
        capital raised in the Capital Transaction as equity,
        equity-linked interests, options, warrants or other rights
        to acquire equity interests, plus

      * 2.5% of the aggregate gross amount of unsecured debt
        obligations raised in the Capital Transaction and of any
        other interests not covered by clauses (iv) (a), (c) or
        (d) of the Engagement Letter, plus

      * 2.0% of the aggregate gross amount of junior secured debt
        obligations raised in a Capital Transaction, plus (d)
        subject to an aggregate cap with respect to clause 2 (a)
        (iv) (d) of the Engagement Letter $1,250,000, 1.0% of the
        aggregate gross amount of senior secured debt obligations
        raised in a Capital Transaction.

Moelis & Company will also be reimbursed for reasonable out-of-
pocket expenses incurred.

According to the Debtor's books and records, during the 90-day
period prior to the petition date, Moelis & Company received
$735,149.17 from the Debtor for compensation and reimbursement of
expenses.  As of the Petition Date, the Debtor does not owe Moelis
& Company any fees for services performed or expenses incurred
under the Engagement Letter.

Thane W. Carlston, managing director and global co-head of the
Recapitalization and Restructuring Group of Moelis & Company,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

Moelis & Company can be reached at:

       Thane W. Carlston
       MOELIS & COMPANY LLC
       399 Park Avenue, 5th Floor
       New York, NY 10022
       Tel: (212) 883-3800
       Fax: (212) 880-4260

                    About Eagle Bulk Shipping

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

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

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

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

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

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


ENDO INT'L: S&P Puts 'BB-' CCR on CreditWatch Negative
------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Endo
International PLC, including its 'BB-' corporate credit rating, on
CreditWatch with negative implications.  The CreditWatch placement
follows Endo's announcement of its unsolicited bid of roughly $2.2
billion for Auxilium Pharmaceuticals.

"We expect the acquisition to be financed with stock, on hand
cash, and debt.  As of June 30, 2014, Endo had $1.4 billion of
cash and investments on hand," said credit analyst Arthur Wong.
"While the proposed acquisition would add a number of new and
promising products to Endo's portfolio and provide a number of
revenue and cost synergy opportunities, it will not likely alter
our "fair" assessment of Endo's business risk profile."

S&P will resolve the CreditWatch placement on Endo following its
reassessment of Endo's overall financial policy, as well as the
company's integration plans and synergy expectations.  A potential
downgrade is limited to one notch.  However, even if the Auxilium
acquisition is not completed, Standard & Poor's may still consider
a one notch downgrade, to 'B+', given management's higher-than-
expected pace of major debt financed acquisitions and financial
policies that may not be compatible with our current "aggressive"
financial risk profile assessment.


ENERGY FUTURE: Retains Thompson & Knight as Special Tax Counsel
---------------------------------------------------------------
Thompson & Knight LLP is serving as special tax counsel for
certain tax-related matters to Energy Future Holdings Corp.
("EFH") in the company's ongoing bankruptcy case.

The Firm is primarily responsible for (i) providing services
related to certain tax issues, including, among other things: (a)
the Debtors' request for a private letter ruling from the Internal
Revenue Service ("IRS") and the tax issues of the related
restructuring matters, (b) Texas tax issues not otherwise
addressed by the Debtors' other professionals, (c) the resolution
of certain historical and ongoing IRS tax controversies and (d)
other discrete matters as directed by the Debtors; and (ii)
providing services related to certain record retention issues.

Thompson & Knight Partners Emily A. Parker, R. David Wheat, and
Mary A. McNulty lead the Firm's team of tax attorneys on these
matters.  The Firm's tax lawyers consistently provide
comprehensive tax advice to a wide range of clients in corporate
tax and tax controversy matters.

                     About Thompson & Knight

Established in 1887, Thompson & Knight is a full-service firm
providing legal solutions to public and private companies,
governments, and individuals in all areas, including commercial
and tort litigation, banking, finance, real estate, securities,
mergers and acquisitions, taxation, corporate governance,
creditors' rights, intellectual property, labor, environmental,
and white-collar defense matters, among others.  The Firm is
particularly recognized for its depth of experience and
capabilities on behalf of clients in the energy industry, both
domestically and around the world.  Thompson & Knight has been
named the "Law Firm of the Year" in Oil & Gas Law in the 2011-2012
and 2013 consecutive editions of "Best Law Firms," the preeminent
listing of the nation's top legal practices published by U.S.
News-Best Lawyers(R).  The Firm has approximately 330 attorneys
with offices in Texas, California, and New York, and international
offices and associations in the Americas, North Africa, and
Europe.

                       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.


ESTATE FINANCIAL: Court Approves Hollister & Brace as Counsel
-------------------------------------------------------------
Thomas P. Jeremiassen, the Chapter 11 Trustee of Estate Financial,
Inc., sought and obtained permission from the Hon. Peter Carroll
of the U.S. Bankruptcy Court for the Central District of
California to employ Hollister & Brace, a Professional Corporation
as special counsel, effective June 1, 2014.

The Court ordered the employment of Susi & Gura, a Professional
Corporation as special counsel to the Trustee on May 3, 2013.  On
June 1, 2014, the members of S&G, Peter Susi and Jonathan G. Gura,
ceased practicing as S&G and joined the firm of Hollister & Brace.

The Trustee sought the employment of Hollister & Brace to perform
the limited services described in this application.  The
employment of Hollister & Brace will be for the services arising
in, arising under, or related to this Chapter 11 case.  Hollister
& Brace will continue to perform pursuant to the terms described
in the initial Application of the Chapter 11 Trustee to employ
special counsel, filed by S&G on April 12, 2013.

Hollister & Brace will be paid at these hourly rates:

       Peter Susi                $475
       Jonathan G. Gura          $425
       Legal Assistants          $95

Hollister & Brace will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Peter Susi, counsel of Hollister & Brace, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Hollister & Brace can be reached at:

       Peter Susi, Esq.
       HOLLISTER & BRACE
       1126 Santa Barbara Street
       Santa Barbara, CA 93101
       Tel: (805) 963-6711
       Fax: (805) 965-0329
       E-mail: psusi@hbsb.com

                       About Estate Financial

Estate Financial, Inc. -- http://www.estatefinancial.com/-- was a
license real estate brokerage firm since the later 1980's.  EFI
solicited funding for, and arranged and made, loans secured by
various real property.  EFI also was the sole manager of Estate
Financial Mortgage Fund LLC, which was organized for the purpose
of investing in and funding loans originated by EFI which were
secured by first deeds of trust encumbering commercial and real
estate located primarily in California and has been funding such
mortgage loans since 2002.

Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker on June 25, 2008 (Bankr. C.D.
Calif. Case No. 08-11457).  EFI consented to the bankruptcy
petition on July 16, 2008.

Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and
William C. Beall, Esq., at Beall and Burkhardt, represented the
Debtor as counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen,
was appointed by the Court on July 23, 2008.  Robyn B. Sokol,
Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
represent the official committee of unsecured creditors as
counsel.  In its schedules, Estate Financial disclosed total
assets of $27,428,550, and total debts of $7,316,755.


EVERGREEN SKILLS: S&P Assigns 'B-' Corp. Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to Nashua, N.H.-based Evergreen Skills Lux
S.ar.l.  The outlook is stable.

At the same time, S&P withdrew the 'B-' corporate credit ratings
on Evergreen Skills Intermediate Lux S.ar.l., which remains as a
guarantor of the first- and second-lien debt and Skillsoft Ltd.

S&P also affirmed its 'B-' issue-level rating on Evergreen Skills
Lux S.ar.l.'s upsized first-lien term loan, with a recovery rating
of '3', indicating S&P's expectation of meaningful (50%-70%)
recovery in the event of payment default.  In addition, S&P
affirmed its 'CCC' issue-level rating on the company's upsized
second-lien term loan, with a recovery rating of '6', indicating
S&P's expectation of a negligible (0%-10%) recovery in the event
of a payment default.

At the closing of the purchase, planned to occur this month, S&P
will withdraw the 'B' corporate credit rating on Amber Holding Co.
and the issue-level ratings on its debt.

"The rating on Evergreen reflects the company's weak business risk
profile assessment, which incorporates the company's narrow
business profile and niche, albeit strong, market position in the
$3.8 billion global off-the-shelf enterprise e-learning market,"
said Standard & Poor's credit analyst Jacob Schlanger.

This is part of the broader, more than $120 billion global
enterprise learning market, in which the company competes with
other larger and better capitalized companies as well as with in-
house training.  SumTotal, which is a second-tier player in the
more than $11 billion HCM market, is a global provider of
strategic HCM tools, offering an integrated end-to-end HCM cloud-
based services platform.  The merger with SumTotal modestly
improves Skillsoft's business risk position.  However, the company
will have to demonstrate its ability to successfully integrate the
two businesses and begin to realize potential synergies.  S&P
views financial risk as "highly leveraged," reflecting the
company's private equity ownership and pro forma leverage in
excess of 12x.  S&P views country risk as "very low," reflecting a
high proportion of sales in North America and Europe, and industry
risk as "intermediate," reflecting the company's participation in
the technology software and services industry.  S&P views
management and governance as "fair."  No modifiers affect S&P's
initial 'b-' anchor score rating.

The stable outlook reflects S&P's view that the company's
significant recurring revenue base and consistent operating
performance will enable it to preserve positive FOCF, maintain
adequate liquidity, and achieve some reduction in leverage from
the present high levels over the near term.

Although not expected, S&P could lower the rating if performance
deteriorates, resulting in negative free cash flow generation and
less-than-adequate liquidity.

Skillsoft's highly leveraged financial profile currently
constrains the ratings upside.  However, if the company sustains
leverage in the mid-7x area, S&P would consider raising the
rating.


EXECUTIVE PARK ORTHOPEDIC: In Ch. 11 Amid Dispute With Landlords
----------------------------------------------------------------
Executive Park Orthopedic & Sports Physical Therapy sought Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-23258) on
Sept. 2, 2014, represented by:

     Bruce R. Alter, Esq.
     ALTER & BRESCIA, LLP
     550 Mamaroneck Avenue
     Harrison, NY 10528
     Tel: (914) 670-0030
     Fax: (914) 670-0031
     E-mail: altergold@aol.com

Judge Robert D. Drain presides over the case.

Ernie Garcia, writing for Lohud.com, reported that Dr. Ivan
Hernandez, the practice's owner, cited a $242,923 rent dispute
with the landlord at 1034 North Broadway in Yonkers, as well as a
$396,960 rent dispute with the owner of 10 West Main St. in
Elmsford.


EXGEN TEXAS: Moody's Affirms B1 Rating on $675MM Sr. Secured Debt
-----------------------------------------------------------------
Moody's Investors Service has affirmed ExGen Texas Power, LLC's
(EGTP) B1 rating on its planned $675 million senior secured term
loan B due September 2021 and Ba3 rating on EGTP's planned $20
million revolving credit facility due September 2019. The rating
outlook is stable.

Ratings Rationale

The rating affirmation reflects the 75 basis point increase in
term loan pricing needed to complete the financing, which is
offset to some degree by a $25 million reduction in the principal
amount to $675 million. The pricing increase is above the Libor
plus 400 basis points that Moody's assumed in its various rating
sensitivity cases. The rating affirmation also considers the
additional hedges entered into by EGTP which provides greater
predictability of cash flow through 2018. Specifically, EGTP will
implement a heat rate call option (HRCO) covering 1,500 megawatts
(MW) on its natural gas-fired peaking units from June 2018 to
September 2018 and implement a spark spread forward for an
additional full year in 2018 on the Wolf Hollow combined cycle
unit. Incorporating these changes into Moody's analyses, Moody's
calculate a very slight diminution in the financial metrics with
both cash flow from operations to total debt (FFO / Debt) and debt
service coverage ratios (DSCR) continuing to score within the mid-
to low-end of the 'B' range as outlined in Moody's 2012 Rating
Methodology for Power Generation Projects.

Proceeds from the term loan financing are expected to fund an
approximate $524 million dividend to ExGen, to fund related OID,
legal and closing costs, and to fund approximately $136 million
into three reserve accounts for six months of debt service
(approximately $25 million); sixteen (declining to twelve) months
of major maintenance (approximately $76 million) and a $35 million
liquidity reserve.

There have been no other revisions to the project structure. For
further details on the issuer and ratings rationale, please refer
to Moody's press release and credit opinion dated September 3,
2014 and September 9, 2014, respectively.

EGTP owns a portfolio of five electric generating assets in Texas:
the 738 MW Wolf Hollow combined-cycle facility in Granbury; the
510 MW Colorado Bend combined cycle facility in Wharton; the 1,265
MW Handley natural gas-fired steam boiler in Ft. Worth; the 808 MW
Mountain Creek natural gas-fired boiler in Dallas; and the 156 MW
simple cycle facility in La Porte. EGTP is 100% indirectly, wholly
owned by Exelon Generation Company, LLC (Exelon Generation: Baa2,
stable). Exelon Generation is a wholly-owned subsidiary of Exelon
Corporation (Exelon: Baa2, stable).

The principal methodology used in this rating was Power Generation
Projects published in December 2012.


FINJAN HOLDINGS: Court of Appeals Affirms Ruling in Patent Case
---------------------------------------------------------------
Finjan Holdings, Inc., provided an update on the case Finjan, Inc.
v. Symantec Corp., Websense, Inc., Sophos Inc.: CAFC-13-1682 ("The
Appel").

This patent infringement suit dates back to a legacy litigation
filed on July 12, 2010, in the U.S. District Court for the
District of Delaware against Symantec Corp., Websense, Inc.,
Sophos Inc., et al.  During this time, two of the five defendants
settled; for the three remaining defendants, Websense, Inc.,
Sophos Inc., and Symantec Corp., the verdict resulted in a finding
of invalidity of certain asserted claims of Finjan's patents, U.S.
Patent Nos. 6,092,194 and 6,480,962, and non-infringement of same,
against the three parties.  Finjan's Appeal Brief was filed on
Dec. 10, 2013, and the Oral Argument was heard on Sept. 9, 2014.

The Court of Appeals for the Federal Circuit (CAFC) issued a
decision, affirming the District Court's prior ruling with no
opinion, citing Federal Circuit Rule 36.  Rule 36 findings by the
Court do not provide any additional insight or context into the
Court's decision in the case.  This CAFC ruling was the most
recent outcome in the process to reverse the lower Court's finding
of invalidity on claims in the two patents.  The two patents in
question are not at issue in any of six currently pending cases in
the Northern District of California, including three separate
actions involving the three remaining parties in the appeal, noted
previously.

"While we are disappointed with the Panel's finding, we continue
to believe in the Court's ability to adjudicate complicated issues
in patent cases," commented Julie Mar-Spinola, VP legal operations
of Finjan.  "The two patents in question represent a small number
- two of twenty -currently involved in our licensing and
enforcement program related to Finjan's pioneering cybersecurity
related technologies."

Finjan has also filed patent infringement lawsuits against
FireEye, Inc., Blue Coat, Inc., Websense, Inc., Sophos Inc. and
Symantec Corp. relating to, collectively, more than 20 patents in
the Finjan portfolio.  The Company will continue to provide timely
updates of important events relating to these matters on an on-
going basis.  The court dockets for the foregoing cases are
publicly available on the Public Access to Court Electronic
Records Web site, www.pacer.gov, which is operated by the
Administrative Office of the U.S. Courts.

                           About Finjan

Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats.  Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.

Finjan Holdings reported a net loss of $6.07 million in 2013
following net income of $50.98 million in 2012.  The Company
reported a net loss of $2 million on $175,000 of revenues for the
three months ended March 31, 2014.

The Company's balance sheet at June 30, 2014, showed $24.51
million in total assets, $2.05 million in total liabilities and
$22.46 million in total stockholders' equity.


FIRST MARINER: Trustee Slams Kirkland Bankruptcy Fees
-----------------------------------------------------
Law360 reported that the government trustee tasked with overseeing
the bankruptcy of Baltimore-based First Mariner Bancorp objected
to a fee application from law firm Kirkland & Ellis LLP, saying it
had billed more hours for paying itself and other professionals
than almost any other work.  According to the report, U.S. Trustee
Judy A. Robbins said in the objection filed in Maryland federal
court that more than half of the hours billed for the first period
and 42 percent of the hours billed for the second period were
spent filing fee applications.

Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that Kirkland filed a nearly $100,000 bill.

                    About First Mariner Bancorp

First Mariner Bancorp, the holding company for Maryland community
bank 1st Mariner, filed for Chapter 11 bankruptcy on Feb. 10,
2014, in order to sell its bank subsidiary, 1st Mariner Bank, to a
new bank formed by investors.  The case is In re First Mariner
Bancorp, Case No. 14-11952 (D. Md.) before Judge David E. Rice.

The Debtor's bankruptcy counsel is Kramer Levin Naftalis & Frankel
LLP.  The Debtor's local counsel is Lawrence Joseph Yumkas, Esq.,
at Yumkas, Vidmar & Sweeney, LLC, in Annapolis, Maryland.  The
Debtor's regulatory and corporate counsel is Kilpatrick Townsend &
Stockton LLP.  The Debtor's investment banker and financial
adviser is Sandler O'Neill + Partners, L.P.

The Debtor has total assets of $5.45 million and total debts of
$60.52 million.


FREESEAS INC: Sells M/V Free Jupiter for $12.2 Million
------------------------------------------------------
FreeSeas Inc. has sold to unrelated third parties the M/V 'Free
Jupiter' for US$12,250,000 and subsequently entered into a long
term bareboat charter with the vessel's new Owners.

The vessel has been chartered by the Company for seven years at a
rate of USD 5,325 per day on bareboat charter terms typical for
this type of transaction which grant the Company the full
commercial utilization of the vessel against payment of the
charter rate to her Owners.  In addition, the terms of the charter
afford a number of purchase options during its course.  An amount
of USD 3,750,000 was deposited by the Company as security for the
fulfillment of the terms of the charter.

Mr. Ion Varouxakis, the Company's Chairman, president and CEO made
the following statement: "We are pleased to announce today's
transaction which releases significant liquidity and evidences the
Company's ability to leverage its balance sheet at an opportune
time without diluting its shareholders.  The additional liquidity
will provide invaluable balance sheet flexibility as part of our
growth strategy moving forward, which follows the recently
announced debt extinguishment and forgiveness which significantly
reduced the Company's bank debt to USD 23 million from USD 90
million within the space of a few months."  Mr. Varouxakis added:
"The bareboat charter rate allows for significant upside from
future operating earnings, especially as the market improves,
while the purchase options allow participation in potential future
asset appreciation.  The vessel will be deployed in the spot
market, which has shown recent signs of improvement."

                         About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

FreeSeas Inc. reported a net loss of $48.70 million in 2013, a net
loss of $30.88 million in 2012 and a net loss of $88.19 million in
2011.  The Company's balance sheet at March 31, 2014, showed
$79.78 million in total assets, $77.41 million in total
liabilities, all current, and $2.37 million in total shareholders'
equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2013.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet scheduled
payment obligations under its loan facilities and has not complied
with certain covenants included in its loan agreements.
Furthermore, the vast majority of the Company's assets are
considered to be highly illiquid and if the Company were forced to
liquidate, the amount realized by the Company could be
substantially lower that the carrying value of these assets.
These conditions among others raise substantial doubt about the
Company's ability to continue as a going concern.


GALENAS EDGE: Case Summary and Two Unsecured Creditors
------------------------------------------------------
Debtor: Galenas Edge Telluride, LLC
        775 Baywood Drive #100
        Petaluma, CA 94954

Case No.: 14-22756

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: September 17, 2014

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Sidney B. Brooks

Debtor's Counsel: Christian C. Onsager, Esq.
                  ONSAGER, GUYERSON, FLETCH, JOHNSON
                  1801 Broadway, Ste. 900
                  Denver, CO 80202
                  Tel: 303-512-1123
                  Email: consager@OGFJ-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jo Ann Claeyssens, manager.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/cob14-22756.pdf


GAMESTOP CORP: Moody's Assigns 'Ba1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned new ratings to GameStop Corp.,
including Ba1 corporate family and Ba1-PD probability of default
ratings, a Ba1 rating on the company's proposed new $250 million
senior unsecured notes, and an SGL-1 speculative grade liquidity
rating. A stable outlook was also assigned.

New ratings assigned include:

  Corporate family rating at Ba1

  Probability of default rating at Ba1-PD

  Proposed $250 million senior unsecured notes at Ba1 (LGD 4)

  Speculative grade liquidity rating at SGL-1

Ratings Rationale

"The new ratings are in conjunction with GameStop's proposed $250
million senior unsecured notes offering, which Moody's believe is
likely to be used for sensibly-priced acquisitions," stated
Moody's Vice President Charlie O'Shea. "Ratings also reflect the
company's strong quantitative credit profile, which is largely
investment grade, led by pro forma debt/EBITDA of around 3 times
and EBITA/interest of around 5 times, as well as the company's
formidable market position," added O'Shea. "The ratings also
recognize the competitive landscape for the company's core gaming
products, with competitors including Wal-Mart, Target, Best Buy,
Amazon, and Toys "R" Us, as well as the risks involved in the
company's transition into new product areas such as cell phones as
a dedicated AT&T vendor, and Apple products as an authorized
reseller."

The Ba1 rating reflects the strength in GameStop's credit metrics,
leading market position, and unique business model. The rating
also reflects the company's moderate scale, international
footprint, and very good liquidity. The rating is constrained over
the medium to long term due to the niche market's vulnerability to
product renewal cycles and new technology trends. In addition, the
rating is also constrained by the risk of over-expansion in the
highly fragmented mobile and consumer electronics market.

The stable outlook considers the company's largely-predictable
historical operating performance, and also encompasses Moody's
view that while GameStop is branching out into newer concepts and
products, its credit metrics can absorb a reasonable amount of
potential stress. Ratings could be upgraded if GameStop maintains
a conservative financial policy as relates to shareholder returns,
and acquisitions and other forms of expansion are prudently priced
and seamlessly integrated. Quantitatively, an upgrade could occur
if debt/EBITDA were maintained below 3 times, with EBITA/interest
comfortably over 5 times and RCF/net debt approached 30%. Ratings
could be downgraded if any factors cause debt/EBITDA to rise above
3.5 times, EBITA/interest to fall below 4 times, or RCF/net debt
to fall below 20%.

The Ba1 rating on the proposed $250 million senior unsecured
guaranteed notes reflects the fact that these notes represent a
significant portion of the company's outstanding debt and have the
support of subsidiary guarantees. The rating on these notes also
considers that they are junior in the capital structure to the
company's $400 million secured revolving credit facility which is
unrated. The Ba1 rating on the notes also follows application of
Moody's Loss Given Default methodology.

The SGL-1 Speculative grade liquidity rating recognizes Moody's
expectation that the company will maintain very good liquidity
given its healthy cash levels and ample free cash flow. GameStop's
seasonal cash shortfalls in the first half of the year is
typically funded with on-hand excess cash. We expect that the
company's internally generated cash flow and excess cash will be
sufficient to fund its working capital and capital expenditures.
GameStop completed about $260 million in share repurchases and
distributed $130 million in dividends funded with excess cash in
fiscal year 2013. Moody's anticipate the company will continue to
return excess cash to shareholders going forward. The company's
$400 million asset-based revolving credit facility expires in
March 2019 and is secured by all domestic assets. Moody's do not
anticipate any prolonged revolver usage over the next twelve
months other than to fund seasonal working capital and minimal
amounts for letters of credit. Availability under the credit
agreement is subject to one financial covenant, fixed charge
coverage, which is only calculated when excess availability is
lesser than the greater of $30 million or 10% of the Loan Cap, as
defined.

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

GameStop Corp., headquartered in Grapevine, Texas, is the world's
largest specialty retailer of video game products and PC
entertainment software. In addition, the company is an Apple
products reseller and authorized AT&T vendor. GameStop operates
approximately 6,700 stores in 15 countries with annual revenues of
about $9 billion.


GAWK INC: Incurs $1.06-Mil. Net Loss for April 30 Quarter
---------------------------------------------------------
Gawk Incorporated filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $1.06 million on $nil of revenue for the three months
ended April 30, 2014, compared with a net loss of $34,252 on
$1,572 of revenue for the same period last year.

The Company's balance sheet at April 30, 2014, showed
$3.85 million in total assets, $2.35 million in total liabilities
and stockholders' equity of $1.5 million.

The Company has an accumulated deficit of $2.59 million, cash
flows used by operating activities of $1.04 million and needs
additional cash to maintain its operations.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern, according to the regulatory filing.

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

                       http://is.gd/8c6b8j

Gawk Incorporated, a development stage company, focuses on the
online distribution of digital content. It intends to distribute
full length feature films, television series, sports,
documentaries, and live events through its proprietary content
distribution network. The company was incorporated in 2011 and is
based in Los Angeles, California.


GLIMCHER REALTY: Moody's Puts B1 Preferred Stock Rating on Review
-----------------------------------------------------------------
Moody's Investors Service has affirmed Washington Prime Group's
(WPG) Baa2 issuer rating and revised the outlook to negative from
stable, following the retail REIT's announced plans to acquire
Glimcher Realty Trust (GRT) in a transaction valued at $4.3
billion including the assumption of debt. Moody's simultaneously
placed Glimcher's B1 preferred stock rating on review for upgrade.

The following rating was affirmed with a negative outlook:

  Washington Prime Group, LP -- Baa2 issuer rating

The following ratings were placed on review for upgrade:

  Glimcher Realty Trust -- B1 preferred stock; (P)Ba2 senior
  unsecured shelf; (P)Ba3 subordinate shelf; (P)Ba3 junior
  subordinate shelf; (P)B1 preferred stock shelf

Ratings Rationale

Washington Prime's negative outlook reflects the expected pressure
on its credit metrics as a result of its planned merger with
Glimcher, a highly leveraged retail REIT. The $4.3 billion
transaction will be funded via $1.1 billion of sales to Simon
Property Group (GRT to directly sell two assets to SPG concurrent
with the merger closing), $1.3 billion of assumed mortgage debt,
$0.6 billion of WPG equity to GRT shareholders, $0.2 billion of
assumed preferred stock. The remaining $1.2 billion cash portion
will be funded via a combination of JVs, asset sales, and capital
markets transactions. WPG has a $1.25 billion bridge commitment in
place to backstop the closing.

Moody's notes that the immediate financing plan will cause WPG's
leverage to increase significantly upon transaction closing. Net
Debt/EBITDA is expected to rise substantially, as is secured
leverage due to the high proportion of mortgages in GRT's capital
structure. Moody's will be monitoring the extent and pace as to
which WPG will be able to de-lever and unencumber assets post
closing.

Moody's also notes that, as with most mergers, this acquisition
poses integration risks associated with combining two corporate
cultures and achieving planned synergies.

Offsetting Moody's concerns about the immediate financing plan,
Moody's notes that this transaction offers WPG many credit
positives. First, the REIT is enhancing its overall asset quality,
as Glimcher's portfolio has higher productivity, higher occupancy
and lower occupancy costs as compared with WPG's existing mall
portfolio. Second, WPG is increasing its size by almost 60% (as %
of asset value) in a sector where scale offers significant
advantages, particularly with leasing and redevelopment
opportunities. Finally, WPG is gaining Glimcher's well-developed
operating platform, accelerating its ability to internalize
property management and other transition services still being
performed by Simon.

Washington Prime Group's negative outlook reflects the increase in
overall leverage and secured debt that will result upon its
acquisition of Glimcher. In subsequent quarters, Moody's will
monitor the REIT's ability to de-lever and bring other key credit
metrics to levels commensurate with its existing rating category.

Glimcher's review for upgrade reflects Moody's expectation that it
will upgrade and likely withdraw its preferred stock and shelf
ratings once the transaction closes.

Moody's does not expect to upgrade Washington Prime's rating over
the intermediate term as the REIT is about to embark on
integrating and financing what is a large and initially highly
leveraged transaction. A downgrade would likely reflect the REIT's
failure to bring Net Debt/EBITDA down closer to 6x or make
progress at reducing secured leverage by year-end 2015. Fixed
charge coverage below 3x would also put pressure on the rating, as
would any integration or financing challenges experienced post
closing.

On April 21, 2014, Moody's assigned a Baa2 issuer rating with a
stable outlook to Washington Prime Group, LP. On June 26, 2013,
Moody's upgraded Glimcher Realty Trust's ratings (preferred stock
to B1) and revised the outlook to stable from positive.

Washington Prime Group (NYSE: WPG) is a retail REIT that owns and
manages 96 shopping centers totaling more than 50 million square
feet diversified by size, geography and tenancy.

Glimcher Realty Trust (NYSE: GRT) is a retail REIT that owns
material interests in and manages 28 properties with total gross
leasable area totaling about 19.5 million square feet.

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


GLOBAL CASH: S&P Puts 'BB' CCR on CreditWatch Negative
------------------------------------------------------
Standard & Poor's Ratings Services said it placed all ratings,
including the 'BB' corporate credit rating, on Global Cash Access
Inc. on CreditWatch with negative implications.

"The CreditWatch listing follows GCA's Sept. 8, 2014 announcement
that it plans to acquire Multimedia Games Holding Co. Inc. for
$1.2 billion in a debt financed transaction," said Standard &
Poor's credit analyst Jenny Chang.

GCA will fund the acquisition with an $800 million term loan, $400
million of senior notes, and a $50 million revolver.  Pro forma
for the transaction, S&P expects that the company's adjusted
leverage will increase to above 6x, without synergies, from about
1.5x as of June 30, 2014.

While S&P believes the acquisition will diversify GCA's revenue
base and product offerings, the transaction is likely to bring
meaningful integration risk as the company enters into the
competitive gaming sector.  The company expects to realize
synergies of about $30 million, most of which will come from the
elimination of public company-related expenses and other
duplicative costs as well as efficiency gained through combining
manufacturing assembly processes.

S&P will resolve the CreditWatch listing following its review of
the business and financial impact of the transaction on the
company's credit profile.  S&P will meet with management to
discuss its integration plans, as well as its long-term financial
policies.  Upon completion of S&P's review, the company's
corporate credit rating is likely to be in the 'B' category.


GM FINANCIAL: Fitch Assigns 'BB+' Rating on EUR10-Bil. Notes
------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to General Motors
Financial Company, Inc. (GMF) and General Motors Financial
International B.V.'s (GMFI) EUR10,000,000,000 Euro medium term
note (EMTN) programme.  In addition, Fitch has assigned a long-
term Issuer Default Rating (IDR) of 'BB+' to GMFI.  The Rating
Outlook is Positive.

KEY RATING DRIVERS

The notes issued under the EMTN programme will be senior unsecured
obligations of the relevant issuer and will rank pari passu with
all present and future unsecured general obligations of such
issuer.  The notes are expected to be unconditionally and
irrevocably guaranteed by GMF and by GMF's principal operating
subsidiary in the U.S., AmeriCredit Financial Services, Inc.
(AFSI).  Fitch will review the pricing supplements for individual
issuances to determine whether a rating should be issued for each
note issuance.

GMFI is a finance company based in Netherlands solely established
to facilitate affiliate funding.  The rationale for assigning a
long-term IDR of 'BB+' to GMFI is that debt issuances from GMFI
will be unconditionally and irrevocably guaranteed by GMF.

On Aug. 27, 2014, Fitch affirmed the IDRs of General Motors
Company (GM) and GMF at 'BB+'.  The Rating Outlook on both
companies is Positive.

The rating affirmation of GMF and its affiliates reflect the
direct linkage to GM's ratings.  Fitch considers GMF to be a
'core' subsidiary of GM based on actual and potential support
provided to GMF from GM, increasing percentage of GMF's earning
assets related to GM, and strong financial and operational
linkages between the companies.  The ratings also reflect GMF's
seasoned management team, improving funding profile, consistent
operating performance, good asset quality, and adequate
capitalization and liquidity.

RATING SENSITIVITIES

The Positive Rating Outlook on GMF is linked to that of its
parent.  GMF's ratings will move in tandem with its parent.  Any
change in Fitch's view on whether GMF remains core to its parent
could change this rating linkage with its parent.  A material
increase in leverage without a corresponding decrease in the risk
of the portfolio, an inability to access funding for an extended
period of time, and/or significant deterioration in the credit
quality of the underlying loan and lease portfolio, could become
restraining factors on the parent's ratings.

Fitch has assigned the following ratings:

General Motors Financial Company, Inc. (GMF)

   -- Euro medium term note programme long-term senior unsecured
      debt rating 'BB+'.

General Motors Financial International B.V. (GMFI)

   -- Long-term IDR 'BB+', Positive Outlook;
   -- Euro medium term note programme long-term senior unsecured
      debt rating 'BB+'.

Fitch currently rates GMF as:

   -- Long-term IDR at 'BB+';
   -- Senior unsecured debt at 'BB+';
   -- Short-term IDR at 'B'.

The Rating Outlook is Positive.


GM FINANCIAL: Moody's Assigns (P)Ba1 Rating on Euro Term Note
-------------------------------------------------------------
Moody's Investors Service, assigned a (P)Ba1 rating to the Euro
Medium Term Note Programme of General Motors Financial Company,
Inc. ("GMF") and General Motors Financial International B.V.
("GMFI"). The rating outlook is stable.

Ratings Rationale

GMF's Euro Medium Term Notes will be issued from either GMF which
has a Corporate Family Rating of Ba1 or GMFI which will receive
explicit and implicit support from GMF. Issued debt from the Euro
Medium Term Note Programme will be pari-passu with other senior
unsecured debt that is issued by GMF.

GMF's Ba1 Corporate Family Rating incorporates two notches of
uplift from its ba3 Baseline Credit Assessment due to ownership
and support of General Motors Company which has a senior unsecured
rating of Ba1. GMF entered into a support agreement with GM on
September 4th that provides increased support to GMF's credit
profile and is further evidence of increased integration of the
captive finance company and the manufacturing company, an ongoing
process since GM's acquisition of GMF in October 2010.

The rating of the Euro Medium Term Note Programme could be
upgraded if GMF's ratings are upgraded. GMF's ratings could be
upgraded based upon an upgrade of GM. GMF could improve its ba3
BCA if it continues to evolve its funding mix to materially reduce
its reliance on secured debt, thereby decreasing encumbered asset
levels, and if its level of earning assets and origination volumes
continue to evolve towards a heavier concentration in GM captive
businesses.

Downward ratings pressure could result if GM's ratings are
downgraded, if there is evidence of removal of GM financial
support, if the strength of the support agreement between GM and
GMF weakens, and/or if a large rating gap between GMF's BCA and
GM's rating occurs. Downward movement in GMF's ba3 BCA could occur
if asset quality, liquidity measures or capital materially
deteriorate.

GMF, a wholly owned subsidiary of GM, provides global auto finance
solutions through auto dealers across North America, Europe and
Latin America. The company, which reported total assets of $42.4
billion as of June 30, 2014, is headquartered in Fort Worth,
Texas.

The principal methodology used in these ratings was Finance
Company Global Rating Methodology published in March 2012.


HALYARD HEALTH: S&P Assigns BB Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to U.S.-based medical products manufacturer Halyard
Health Inc.  The outlook is stable.

At the same time, S&P assigned a 'BB' issue-level rating to the
proposed credit facility, which consists of a $250 million
revolving credit facility and a $390 million term loan B.  The
recovery rating is '3', indicating S&P's expectation for
meaningful (50%-70%) recovery in the event of a payment default.
Additionally, S&P assigned a 'B+' issue-level rating to the
proposed $250 million unsecured notes, with a recovery rating of
'6', indicating its expectation of negligible (0%-10%) recovery in
the event of a payment default.

"The rating on Halyard Health Inc. reflects the company's limited
history as a standalone entity, its operations in highly
competitive markets, and its below average profitability compared
with other medical device companies," said credit analyst Tulip
Lim.  "These are the principal reasons why we consider its
business risk profile to be "weak".  It also reflects our
expectation that leverage will decline below 3x after transaction
costs and other one-time expenses roll-off.  This supports our
financial risk score of "intermediate"."

The outlook is stable and reflects S&P's assumption that revenue
growth will be flat initially and that transaction and
restructuring costs will wind down by the end of 2015 such that
S&P estimates leverage will decline below 3x.

Upside Scenario

Although unlikely over the near-term, S&P could raise the rating
if the company manages the transition well and the company's
business risk profile becomes more consistent with "fair".  Items
that could contribute to this revised viewpoint may include
expansion into product categories with higher barriers to entry,
accelerated revenue growth, and more stable and/or higher
profitability.  S&P could consider raising the rating if the
company's EBITDA margin increases to the low-20% area.

Downside Scenario

S&P could consider lowering the rating if it believes leverage
will remain above 3x.  This could occur if revenue declines by a
mid-single-digit rate, which S&P believes could cause margins to
fall at least 200 basis points below our mid 15% expectation.
Factors that could contribute to such an outcome may include
increased competition, pricing pressure or setbacks related to the
company's transition to a standalone company.


HARBOR PLACE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Harbor Place Development
        1116 Stone Harbor Blvd
        Stone Harbor, NJ 08247

Case No.: 14-29030

Chapter 11 Petition Date: September 17, 2014

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

Judge: Hon. Gloria M. Burns

Debtor's Counsel: Mark S Cherry, Esq.
                  LAW OFFICE OF MARK S CHERRY
                  385 Kings Highway North
                  Cherry Hill, NJ 08034
                  Tel: (856) 667-1234
                  Fax: (856) 667-8666
                  Email: mc@markcherrylaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Thomas Cappie, authorized individual.

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


HEALTHSOUTH CORP: New $150MM Debt No Impact on Moody's Ba3 CFR
--------------------------------------------------------------
Moody's Investors Service assigned a Baa3 (LGD 1) rating to
HealthSouth Corporation's proposed $150 million senior secured
term loan due 2019. Moody's understands that the proceeds of the
term loan, along with the recently issued unsecured notes, will be
used in part to fund the redemption of the remaining outstanding
amount of 7.25% notes due 2018. HealthSouth's Ba3 Corporate Family
Rating remains unchanged given Moody's expectation that credit
metrics will not be meaningfully impacted by this transaction. The
stable rating outlook is also unchanged.

The following rating was assigned:

  $150 million senior secured term loan due 2019, Baa3 (LGD 1)

The following ratings are unchanged:

  Corporate Family Rating, Ba3

  Probability of Default Rating, Ba3-PD

  Senior secured revolving credit facility, Baa3 (LGD 1)

  7.25% senior unsecured notes due 2018, Ba3 (LGD 4)

  8.125% senior unsecured notes due 2020, Ba3 (LGD 4)

  7.75% senior unsecured notes due 2022, Ba3 (LGD 4)

  5.75% senior unsecured notes due 2024, Ba3 (LGD 4)

  Senior unsecured shelf, (P) Ba3

  Speculative Grade Liquidity Rating, SGL-1

Ratings Rationale

HealthSouth's Ba3 Corporate Family Rating reflects the company's
moderate leverage and strong interest coverage. Moody's expects
that healthy cash flow will allow Healthsouth to grow its business
without the use of incremental debt. Moody's also acknowledges
that HealthSouth's considerable scale in the inpatient
rehabilitation sector and geographic diversification should allow
the company to adjust to or mitigate payment reductions more
easily than many other inpatient rehabilitation providers.
However, Moody's also considers risks associated with
HealthSouth's reliance on the Medicare program for a significant
portion of revenue and limited services in one niche of the post-
acute continuum of care.

The ratings could be upgraded if HealthSouth can sustain debt to
EBITDA below 3.0 times and EBITA to interest above 3.5 times.
Also, the company would need to remain disciplined in regards to
shareholder returns and their impact on credit metrics. Finally,
Moody's would need to gain comfort around the company's high
exposure to Medicare and the potential for negative reimbursement
changes prior to a ratings upgrade.

If Moody's expects debt to EBITDA to increase and be sustained
above 4.0 times, either through unforeseen adverse developments in
Medicare reimbursement, a significant debt financed acquisition,
an increased appetite for debt financed shareholder initiatives,
or deterioration in operating performance, the ratings could be
downgraded.

Headquartered in Birmingham, Alabama, HealthSouth Corporation is
the largest operator of inpatient rehabilitation hospitals. As of
June 30, 2014 the company operates 103 inpatient rehabilitation
hospitals. The company also provides outpatient services through a
network of 17 outpatient satellite clinics, located within or near
the company's rehabilitation hospitals, and 25 hospital-based home
health agencies. The company also manages three inpatient
rehabilitation units through management contracts.

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


HEALTHSOUTH CORP: S&P Assigns 'BB+' Rating on $150MM Secured Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
issue-level rating to HealthSouth's proposed $150 million senior
secured loan due 2019.  The recovery rating is '1', indicating
S&P's expectations of very high (90%-100%) recovery in the event
of default.

The 'BB+' rating on the revolving credit facility, 'BB-' rating on
the senior notes, and 'B-' rating on its convertible preferred
stock are all unchanged.  There are no changes to the recovery
ratings.  The outlook remains stable.  The company intends to use
the proceeds to refinance in part the redemption of notes due
2018.

S&P's ratings on this U.S.-based provider of dialysis services
reflect its "weak" business risk profile highlighted by its
operation in a single line of business that relies on one source
for a large percentage of its revenues.  With more than 70% of its
total revenues subject to Medicare reimbursement and regulatory
changes for inpatient rehabilitation services, S&P views
HealthSouth as vulnerable in the long term to adverse
reimbursement and regulatory risks in its inpatient rehabilitation
business.  The ratings also reflect S&P's view of the company's
"significant" financial risk profile, reflecting its expectation
that leverage will remain above 3x.

RATINGS LIST

HealthSouth Corp.
Corporate Credit Rating               BB-/Stable/--

New Rating
HealthSouth Corp.
$150M senior secured loan due 2019    BB+
   Recovery rating                     1


HERON LAKE: Posts $6.8 Million Net Income in July 31 Quarter
------------------------------------------------------------
Heron Lake Bioenergy, LLC, filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $6.87 million on $39.08 million of revenues for the
three months ended July 31, 2014, compared to net income of $2.64
million on $45.58 million of revenues for the same period in 2013.

As of July 31, 2014, the Company had $66.70 million in total
assets, $15.92 million in total liabilities and $50.77 million in
total members' equity.

As of July 31, 2014, the Company had cash of approximately $1.2
million and current assets of approximately $14.7 million.

The Company said it was delayed in filing the Quarterly Report
because it encountered unanticipated technical delays in the XBRL
and Electronic Data Gathering, Analysis, and Retrieval (EDGAR)
process.

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

                       http://is.gd/NDYWBC

                         About Heron Lake

Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol
plant in Heron Lake, Minnesota.  After completing a conversion in
November 2011, the Company is now a natural gas fired ethanol
plant.  Its subsidiary, HLBE Pipeline Company, LLC, owns 73
percent of Agrinatural Gas, LLC, the pipeline company formed to
construct, own, and operate a natural gas pipeline that provides
natural gas to the Company's ethanol production facility through a
connection with the natural gas pipeline facilities of Northern
Border Pipeline Company in Cottonwood County, Minnesota.  Its
subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities
at Lakefield and Wilder, Minnesota.  At nameplate, the Company's
ethanol plant has the capacity to process approximately 18.0
million bushels of corn each year, producing approximately 50
million gallons per year of fuel-grade ethanol and approximately
160,000 tons of distillers' grains with soluble.

Heron Lake reported net income of $2.26 million on $163.76 million
of revenues for the year ended Oct. 31, 2013, as compared with a
net loss of $32.35 million on $168.65 million of revenues for the
year ended Oct. 31, 2012.

Boulay PLLP, in Minneapolis, Minnesota, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Oct. 31, 2013.  The independent auditors noted that
the Company has incurred losses due to difficult market conditions
and had lower levels of working capital than was desired.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                        Bankruptcy Warning

"Our loan agreements with AgStar are secured by substantially all
business assets and are subject to various financial and non-
financial covenants that limit distributions and debt and require
minimum debt service coverage, net worth, and working capital
requirements.  The Company was in compliance with the covenants of
its loan agreements with AgStar as of October 31, 2013.  In the
past, the Company's failure to comply with the covenants of the
master loan agreement and failure to timely pay required
installments of principal has resulted in events of default under
the master loan agreement, entitling AgStar to accelerate and
declare due all amounts outstanding under the master loan
agreement.  If AgStar accelerated and declared due all amounts
outstanding under the master loan agreement, the Company would not
have adequate cash to repay the amounts due, resulting in a loss
of control of our business or bankruptcy," the Company said in its
annual report for the year ended Oct. 31, 2013.


HOWREY LLP: Judge Partly Sticks to His Guns on Unfinished Biz
-------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that although Jones Day, Seyfarth Shaw LLP and six
other law firms had two appellate court decisions in their favor,
they were still unable to persuade U.S. Bankruptcy Judge Dennis
Montali in San Francisco to dismiss lawsuits brought against them
by the trustee for Howrey LLP.

According to the report, the suits are all based on a 1984
intermediate appellate court decision in California called Jewel
v. Boxer, which held that profit earned on business left
unfinished after dissolution belongs to the "old" firm, not to the
newly formed firm that completed the work.

The report related that, in a case involving the bankrupt law firm
Heller Ehrman LLC, U.S. District Judge Charles R. Breyer reversed
Montali in June, saying Jewel isn't good law and is unlikely to be
followed by the California Supreme Court.  New York's highest
court also said in July that Jewel isn't law in the state. That
decision was made in the bankruptcies of Coudert Brothers LLP and
Thelen LLP, the report recalled.  Basing on the two decisions,
eight firms asked Judge Montali to dismiss the Howrey suits but
they succeeded only in part as Judge Montali dismissed Jewel-based
claims in the suits regarding partners who left before the firms
dissolved but kept the suits alive with regard to partners who
left the failed firms after they went out of business.

One of the Howrey unfinished-business suits is Diamond v. Jones
Day LLP, 13-ap-03093, U.S. Bankruptcy Court, Northern District of
California (San Francisco).

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Cal. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.
He is represented by Andrew Baxter Ryan, Esq., and Stephen Todd
Loden, Esq., at Diamond McCarthy LLP as counsel.


IMAGENETIX INC: Confirms Reorganization Plan, Exits Chapter 11
--------------------------------------------------------------
Imagenetix, Inc., on Sept. 17 disclosed that its Plan of
Reorganization was confirmed and all provisions of the plan were
approved by Judge Margaret Mann of the U.S. Bankruptcy Court for
the Southern District of California on Sept. 10, with an effective
date of Sept. 16, enabling the Company to emerge from bankruptcy
as of the effective date.

William P. Spencer, president of Imagenetix, stated, "I am
delighted that we can now move forward with our new line of
products.  The successful results obtained from the reorganization
already reflect an increase in shareholder value and a positive
future direction.  We are emerging successfully from Chapter 11 as
a profitable, stronger company with a much healthier balance sheet
and much of our debt satisfied or substantially reduced."

Mr. Spencer went on to list some of the areas of significance
obtained during the proceeding.  The operations of the Company
went uninterrupted during the process and profitability was
accomplished each and every quarter even after taking into
consideration extensive legal fees associated with the filing. The
major secured creditor of the Company is being paid in full on the
effectiveness of the plan.  Shareholders as of the initial filing
were not impacted and continue to retain their holdings.  Payments
to unsecured creditors are being accelerated and will be paid per
the plan shortly after the effective date.  All previous
litigation naming Imagenetix as a defendant has been favorably
resolved.  Imagenetix continues to be able to prosecute already
filed and yet to be filed legal actions for infringement of its
rights under contract or patent law.

Mr. Spencer stated that the most significant portion of the plan
is the acquisition of Periodyne in exchange for common stock and
warrants.  Periodyne markets a new, results driven product for the
promotion of periodontal health.  With the successful conclusion
of clinical trials revealing solid results, the product is now
ready for launch to the dental market.  The product will be sold
to dentists and hygienists for use by their patients.  In
addition, Imagenetix is to share in the profits of Hope Science, a
sister company of Periodyne, that markets products to the
professional and animal markets.

As a result of the expansion of product lines, the Company was
able to obtain additional funding for the plan by selling stock
and warrants to a group of individual investors.

The Company was represented in its Chapter 11 reorganization by
Robert E. Opera, Esq., of Winthrop Couchot Professional
Corporation, a Newport Beach, California-based bankruptcy and
corporate reorganization law firm.

                         About Imagenetix

Imagenetix, based in San Diego, California, is an innovator of
scientifically tested, natural-based, proprietary, bioceutical
products developed to enhance human health on a global basis.
Imagenetix develops and formulates proprietary over-the-counter
topical creams, skincare products and nutritional supplements to
be marketed globally through multiple channels of distribution.
In addition, the company develops patentable compounds for
entering into licensing agreements with pharmaceutical partners.

Imagenetix, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Cal. Case No. 12-16423) in San Diego on Dec. 17, 2012.  The
case is assigned to Judge Margaret M. Mann.  The Debtor tapped
Robert E. Opera, Esq., at Winthrop Couchot, as counsel.
The Debtor estimated $100,001 to $500,000 in assets $1,000,001 to
$10,000,000 in debt.


INDIAN VALLEY TIMBER: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Indian Valley Timber & Stone Company
        525 Harvey Drive
        Princeton, IL 61356

Case No.: 14-81651

Chapter 11 Petition Date: September 17, 2014

Court: United States Bankruptcy Court
       Central District of Illinois (Peoria)

Judge: Hon. Thomas L. Perkins

Debtor's Counsel: Raymond L. Huff, Esq.
                  HUFF LAW OFFICES
                  4617 N Prospect Rd, Ste 22
                  Peoria Heights, IL 61616-6484
                  Tel: (309) 689-3330
                  Fax: (309) 691-5092
                  Email: Raymond.Huff@SBCGlobal.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dan C. Ellberg, president.

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


JAC HOLDING: Moody's Assigns B3 CFR & Rates $140MM Sr. Notes B3
---------------------------------------------------------------
Moody's Investors Service assigned ratings to JAC Holding
Corporation -- Corporate Family Rating at B3, and Probability of
Default Rating at B3-PD. In a related action, Moody's assigned a
B3 rating to JAC's new $140 million senior secured note. Proceeds
from the new note loan will be used to refinance the company's
existing debt, make a shareholder distribution to the company's
equity sponsors (affiliates of Wynnchurch Capital, Ltd.), and pay
related fees and expenses. The rating outlook is stable.

Moody's assigned the following ratings to JAC Holding Corporation:

  Corporate Family Rating, B3;

  Probability of Default, B3-PD;

  $140 million senior secured note due 2019, B3 (LGD4);

  Outlook is Stable

The $40 million asset-based revolving credit facility is not rated
by Moody's.

Ratings Rationale

JAC's B3 Corporate Family Rating incorporates the company's
recently improved operating performance as a result of significant
cost savings actions taken in 2013 weighed by the high leverage
following an aggressive shareholder dividend, the company's modest
size and modest revenue growth expected over the near-term,
limited revenue diversity, and exposure to highly cyclical auto
sales. Following the insolvency of one of JAC's European
subsidiaries in early 2012, management actions combined with
improved product mix and pricing have driven EBITA margins to
about 7.8% in 2013 from negative levels in 2011. While management
is expected to continue with additional cost saving programs over
the near-term, these actions must counter limited near-term growth
opportunities resulting from reduced bidding opportunities in
prior years, ongoing customer price downs, and industry
cyclicality.

Pro forma for the proposed recapitalization and shareholder
distribution, Moody's estimates that JAC's Debt/ EBITDA for fiscal
year-end 2014 will approximate 5.2x (including Moody's standard
adjustments and portion of certain management add-backs). Moody's
also estimates that the dividend will aggressively return a
significant amount on the sponsor's investment in the company.
Further, Moody's believes JAC's modest revenue base ($329 million
for fiscal year 2013) may exacerbate the impact of a modest
industry downturn given the company's anticipated debt interest
costs. While the company maintains high customer concentrations
with the top five customers representing about 81% of 2013
revenues, the company benefits from the long average relationship
to these customers, at about 30 years.

The stable rating outlook incorporates Moody's view that following
JAC's profit improvement over recent years, the company will
sustain operating performance at or slightly above the current
level over the intermediate-term. Yet, this trend is weighed by
the risk that the company's high leverage resulting from the
aggressive shareholder return policy will limit the company's
financial flexibility in the event of a downturn in automotive
industry trends.

JAC is expected to have an adequate liquidity profile over the
near-term supported by anticipated positive free cash flow
generation and availability under $40 million asset based
revolving credit facility. Pro forma for the close of the
transaction, JAC is expected to have about $4 million of cash on
hand. Moody's believes JAC should generate nominally positive free
cash flow over the near-term. The asset based revolving credit
facility is expected to be unfunded at closing with about $0.5
million in outstanding letters of credit and should have ample
availability to meet seasonal liquidity needs over the near-term .
The primary financial covenant under the asset based revolving
credit facility will be a minimum fixed cost coverage ratio that
is only triggered when availability falls below certain levels
which is not anticipated to occur over the near-term. Alternate
liquidity will be limited as the company's largely domestic assets
will secure the asset based revolving credit facility and secured
note.

The opportunity for a higher outlook or rating or over the
intermediate term will rely on the company's ability to generate
free cash flow to sustain debt/EBITDA below 4.0x and
EBITA/interest expense, inclusive of restructuring charges, above
2x.

Future events that have the potential to drive a lower outlook or
rating include weaknesses in regional automotive production, or
with one of the company's large customers or platforms, resulting
in debt/EBITDA above 5x, or EBITA/interest expense approaching 1x.
A weakening liquidity profile could also drive a negative rating
action.

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

JAC Products, Inc., headquartered in Pontiac, MI, is a leading
supplier of luggage racks to original equipment manufacturers in
the automotive industry primarily in the United States. The
company is owned by affiliates of Wynnchurch Capital. Ltd. The
company had net sales of approximately $329 million in 2013.


JWD ASSOCIATES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: JWD Associates
        924 S. Concord Rd.
        West Chester, PA 19382

Case No.: 14-17493

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: September 17, 2014

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

Judge: Hon. Jean K. FitzSimon

Debtor's Counsel: John A. Gagliardi, Esq.
                  WETZEL GAGLIARDI & FETTER LLC
                  101 E. Evans Street
                  Walnut Building - Suite A
                  West Chester, PA 19380
                  Tel: (484) 887-0779
                  Fax: (484) 887-8763
                  Email: jgagliardi@wgflaw.com

Total Assets: $1.70 million

Total Liabilities: $0

The petition was signed by Joachim H. Nussbaumer, Winnifred J.
Nussbaumer, and Dorothea R. Iverson, general partners.

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


LAKSHMI HOSPITALITY: Seeks Authority to Use Cash Collateral
-----------------------------------------------------------
Lakshmi Hospitality Group, LLC, seeks authority from the U.S.
Bankruptcy Court for the Southern District of California to use
cash collateral securing its prepetition indebtedness to defray
necessary and reasonable costs and expenses incurred in, and in
connection with the case, the purchase of inventory and the
payment of wages and utilities.

The principal assets of the Debtor's Chapter 11 estates are two
adjacent hotels located at 1662 and 1680 Fenton Business Court in
Fenton, Missouri.  The Hotels, along with all of the assets of the
Estates, are encumbered by a senior priority deed of trust in
favor of Enterprise Bank and Trust and a junior priority deed of
trust in favor of Business Finance Corp. of St. Louis.

The aggregate balance on the obligations owed to Enterprise was,
as of the Petition Date, approximately $4,730,971.  The Debtor
said Enterprise's secured claim is protected by an equity cushion
of approximately $5,000,000 and the interest of Business Finance
Corp. is protected by an equity cushion of roughly $2,099,578.

Tiffany L. Carroll, Acting U.S. Trustee for Region 15, asks that
the Debtor identify specifically any financial institution that
does not comply with Section 345 of the Bankruptcy Code and any
investment practices that do not comply with Section 345.  The
U.S. Trustee also requests that the requirement of opening and
transferring of accounts into debtor-in-possession accounts should
not be waived.

In the cash collateral motion, the Debtor advises that it will be
making postpetition monthly payments to Enterprise in the amount
of $29,552.  Enterprise complained that this is not correct
monthly interest and principal payment due to Enterprise as the
correct postpetition interest payment is $31,781.  Enterprise
asserted that any interim order approving the Debtor's use of cash
collateral should be modified to clearly reflect the postpetition
payments to be made to Enterprise.

The Debtor is represented by:

         J. Bennett Friedman, Esq.
         Stephen F. Biegenzahn, Esq.
         Michael Sobkowiak, Esq.
         FRIEDMAN LAW GROUP, P.C.
         1900 Avenue of the Stars, 11th Floor
         Tel: (310) 552-8210
         Fax: (310) 733-5442
         E-mail: ifriedman@flg-law.com
                sbiegenzahn@flg-law.com
                msobkowiak@flg-law.com

Enterprise is represented by:

         Martin A. Eliopulos, Esq.
         Geoffrey M. Thorne, Esq.
         HIGGS, FLETCHER & MACK LLP
         401 West "A" Street, Suite 2600
         San Diego, CA 92101-7913
         E-mail: elio@higsslaw.com
                thorne@higgslaw.com

Lakshmi Hospitality Group, LLC, owner of a hotel in Fenton,
Missouri, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Cal.
Case No. 14-07199) in San Diego, California, on Sept. 5, 2014.
Plyush Mehta signed the petition as authorized signatory.  The
Debtor disclosed total assets of $12.7 million and total
liabilities of $8.1 million.

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


LDK SOLAR: Units to File Prepack Bankruptcy in U.S.
---------------------------------------------------
LDK Solar CO., Ltd., in provisional liquidation, together with its
Joint Provisional Liquidators, Tammy Fu and Eleanor Fisher, both
of Zolfo Cooper (Cayman) Limited, said Sept. 18 that three of its
U.S. subsidiaries, LDK Solar USA, Inc., LDK Solar Tech USA, Inc.
and LDK Solar Systems, Inc. (the "US Plan Proponents"), launched a
solicitation of votes on a prepackaged plan of reorganization (the
"Prepackaged Plan") from the holders of the Company's 10% Senior
Notes due 2014 (the "Senior Notes").

The US Plan Proponents intend to implement the Prepackaged Plan
through the commencement of chapter 11 cases.

Votes on the Prepackaged Plan from the holders of Senior Note
guarantee claims must be submitted to Lucid Issuer Services
Limited ("Lucid") so that they are actually received no later than
12:00 p.m. (prevailing Eastern time) on October 15, 2014.

Holders of Senior Notes guarantee claims who need additional
information regarding the balloting process can contact Lucid at
ldk@lucid-is.com or Epiq Bankruptcy Solutions, LLC, which is the
U.S. Voting Agent, at +1 646-282-2500 or
tabulation@epiqsystems.com (please include "LDK Solar" in the
subject line).

The JPLs may be reached at:

     Tammy Fu
     Eleanor Fisher
     ZOLFO COOPER CAYMAN LIMITED
     P.O. Box 1102
     4th Floor, Building 3
     Cayman Financial Centre
     Grand Cayman KY1-1102
     Cayman Islands
     Tel: (345) 946-0081
     Fax: (345) 946-0082
     E-mail: tammy.fu@zolfocooper.ky
             eleanor.fisher@zolfocooper.ky

                          About LDK Solar

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

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


LDK SOLAR: Cayman Court Wants Creditors Meeting Held in October
---------------------------------------------------------------
LDK Solar CO., Ltd., in provisional liquidation, together with its
Joint Provisional Liquidators, Tammy Fu and Eleanor Fisher, both
of Zolfo Cooper (Cayman) Limited, said Sept. 18 that the Company's
application (acting by the JPLs) and its subsidiary, LDK Silicon &
Chemical Technology Co., Ltd. ("LDK Silicon"), by summons dated
August 29, 2014, to the Grand Court of the Cayman Islands (the
"Cayman Court"), the Cayman Court made an order dated September
12, 2014 and filed on September 16, 2014 to direct the Company and
LDK Silicon to convene the class meetings of the Company's
creditors on October 16, 2014 (starting at 8:00 p.m.), Cayman
time, and October 17, 2014 (starting at 9:00 a.m.), Hong Kong
time.

The Cayman Court is currently scheduled to hear the petition in
respect of the schemes of arrangement on November 6, 2014, at
which hearing the Cayman Court will determine whether or not to
sanction the schemes of arrangement.

Creditors of the Company and LDK Silicon are invited to review the
Scheme Website at http://ldksolar-provisionalliquidation.comwhere
further details of the schemes of arrangement may be found,
including details of how to vote at the meetings, copies of the
schemes of arrangement, the explanatory statement, and the
solicitation packets.

                          About LDK Solar

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

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


LDK SOLAR: Hong Kong Court to Conduct Hearing on Sept. 23
---------------------------------------------------------
LDK Solar CO., Ltd., in provisional liquidation, together with its
Joint Provisional Liquidators, Tammy Fu and Eleanor Fisher, both
of Zolfo Cooper (Cayman) Limited, said Sept. 18 that the Company,
together with LDK Silicon and LDK Silicon Holding Co., Limited
("LDK Silicon Holding"), previously made a filing to commence
schemes of arrangement in the High Court of Hong Kong (the "Hong
Kong Court"). The Hong Kong Court is currently scheduled to hear
on September 23, 2014 the applications on behalf of the company,
LDK Silicon and LDK Silicon Holding to convene the class meetings
of creditors for the Hong Kong schemes of arrangement on or around
October 17, 2014, Hong Kong time.

                          About LDK Solar

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

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


LIFE ENHANCEMENT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Life Enhancement Products, Inc.
        2555 Business Parkway
        Minden, NV 89423

Case No.: 14-51572

Chapter 11 Petition Date: September 17, 2014

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Hon. Bruce T. Beesley

Debtor's Counsel: Alan R Smith, Esq.
                  THE LAW OFFICES OF ALAN R. SMITH
                  505 Ridge St
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  Email: mail@asmithlaw.com

Total Assets: $285,866

Total Liabilities: $1.94 million

The petition was signed by Wallace Block, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb14-51572.pdf


LONE STAR UTILITIES: Wins Confirmation of Bankruptcy Exit Plan
--------------------------------------------------------------
Lone Star Utilities, LLC obtained approval of its Chapter 11 plan
of reorganization, paving the way for its exit from bankruptcy
protection.  A copy of Bankruptcy Judge Stacey G.C. Jernigan's
FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER UNDER 11 U.S.C.
Sec. 1129 CONFIRMING PLAN OF REORGANIZATION, dated Sept. 14, 2014,
is available at http://is.gd/ZjyMhWfrom Leagle.com.

The Debtor on June 20, 2014, filed its small business Disclosure
Statement and Plan of Reorganization.  The Plan documents were
amended on July 29, 2014.

The Debtor won conditional approval of the Disclosure Statement on
July 22.

Kaufman County filed an Objection to Confirmation.  Pursuant to an
agreement by the parties, Kaufman County and the Debtor agree that
the following language shall override the provisions in the Plan
regarding the treatment of Kaufman County's claim contained in
Article III thereby resolving Kaufman County's Objection to
Confirmation: "Kaufman County is the holder of a secured claim for
year 2013 ad valorem business personal property taxes and an
administrative expense claim for year 2014 ad valorem business
personal property taxes. Kaufman County shall receive payment of
its administrative expense claim in the ordinary course of
business prior to the state law delinquency date without being
required to file and serve an administrative expense claim and
request for payment as a condition of allowance and/or payment of
its administrative expense claim pursuant to 11 U.S.C. Section
503(b)(1)(d). Kaufman County's administrative expense claim shall
not be discharged. Kaufman County shall retain the liens that
secure all amounts ultimately owed for tax years 2013 and 2014.

Kaufman County shall receive payment of its prepetition claim in
equal monthly installments that commence no later than thirty days
from the Effective Date of the Plan for a term that is calculated
to pay its claim in full no later than the fifth anniversary of
the petition date. Thereafter, Kaufman County shall receive plan
payments no later than the tenth day of each month. Kaufman County
shall receive interest on its claim from the Petition Date through
the Effective Date of the Plan at the state statutory rate of 1%
per month pursuant to 11 U.S.C. Sections 506(b) and 511 and post-
Effective Date interest of 12% per annum pursuant to 11 U.S.C.
Sections 511 and 1129. In the event of a default under the Plan,
Kaufman County will send notice to the parties listed in section
12.09 of the Plan via regular mail.

Notwithstanding Section 12.09 of the Plan or any other Plan
provision, the Reorganized Debtor shall have 15 days from the date
of such notice to cure a default under the Plan. If the
Reorganized Debtor fails to cure the default, notwithstanding any
other provision in the Plan, Kaufman County shall be entitled to
collect all amounts owed pursuant to state law and exercise all of
its remedies pursuant to the Texas Property Tax Code, including,
but not limited to, enforcement of its statutory liens against the
Reorganized Debtor's assets, outside of the Bankruptcy Court. The
Reorganized Debtor shall only be entitled to two notices of
default. Upon a third event of default, Kaufman County shall be
entitled to collect all amounts owed pursuant to state law and
exercise all of its remedies pursuant to the Texas Property Tax
Code, including, but not limited to, enforcement of its statutory
liens against the Reorganized Debtor's assets, outside of the
Bankruptcy Court, without further notice. Failure to timely pay
postpetition taxes is an event of default under the Plan.

The Texas Workforce Commission filed an Objection to Confirmation.
TWC and the Debtor reached an agreement as to TWC's treatment in
the Plan. Such agreement is reflected in the language contained in
Article III of the Plan thereby resolving TWC's Objection to
Confirmation.

The Debtor also reached agreements with all Class 1-4 secured
creditors and such agreements are reflected in the language
contained in Article IV of the Plan.

The Court held the confirmation hearing on September 9.

Lone Star Utilities, LLC, based in Scurry, Texas, filed for
Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 13-34302) on
August 25, 2013.  Judge Stacey G. Jernigan presides over the case.
Courtney Jane Hull, Esq., at Coffin & Driver, PLLC, serves as the
Debtor's counsel.

In its petition, Lone Star estimated assets of $500,001 to $1
million, and debts of $1 million to $10 million.  The petition was
signed by Danny Huddleston, agent.


LV PARADISE: Case Transferred to District of Nevada
---------------------------------------------------
Debtor: LV Paradise II, LLC
        16661 Ventura Blvd.
        Encino, CA 91436

Case No.: 14-16235

Chapter 11 Petition Date: June 2, 2014

Date Transferred: September 12, 2014

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. August B. Landis

Debtor's Counsel: Simon Aron, Esq.
                  WOLF, RIFKIN, SHAPIRO, SCHULMAN & RABKIN
                  11400 W Olympic Blvd., 9th FL
                  Los Angeles, CA 90064
                  Tel: (310) 478-4100
                  Fax: (310) 479 1422
                  Email: saron@wrslawyers.com

                     - and -

                  Danielle A. Pham, Esq.
                  GORDON SILVER
                  1888 Century Park East, Ste 1500
                  Los Angeles, CA 90067
                  Tel: (702) 765-5555
                  Fax: (702) 369-2666
                  Email: dpham@gordonsilver.com


MILLER AUTO PARTS: Atlanta-Based Supplier Enters Chapter 11
-----------------------------------------------------------
Miller Auto Parts & Supply Company, Inc., an Atlanta-based
supplier of brakes, batteries and alternators, sought bankruptcy
protection to obtain breathing room while it plots a plan to
either reorganize the business or sell the assets.

"In recent months, the Debtors financial condition has
deteriorated such that they will soon be unable to meet their
current financial obligations as they come due in the ordinary
course of business.  Moreover, the Debtors' lack of liquidity has
severely limited the Debtors' ability to continue the operation of
their businesses.  After evaluating alternatives, conducting and
exhaustive sale process and consulting with their advisors and
directors, the Debtors eventually concluded that it was in their
best interest, and the interests of their creditors and employees,
to seek protection under Chapter 11 of the Bankruptcy Code," says
Randy Kulamer, CEO of Miller Auto Parts.

FCC, LLC d/b/a First Capital, already owed $11.2 million, is
providing up to $18 million to finance Miller Auto Parts' Chapter
11 effort.  The Debtors say that funding will be used to meet
ongoing obligations necessary to operate their businesses,
administer their Chapter 11 estates and maintain the going concern
value of their businesses as they conclude asset sales or
reorganize so as to achieve the highest values possible for their
creditors.

                        First Day Motions

Miller Auto Parts on the Petition Date filed motions to, among
other things:

  -- jointly administer the Debtors' Chapter 11 cases;

  -- maintain its existing bank accounts;

  -- continue its prepetition insurance programs;

  -- pay prepetition sales and use taxes;

  -- pay prepetition wages and benefits; and

  -- incur postpetition secured and super-priority indebtedness.

A copy of the affidavit in support of the first day motions is
available for free at:

     http://bankrupt.com/misc/Miller_1st_Day_Affidavit.pdf

                      About Miller Auto Parts

Miller Auto Parts & Supply Company, Inc., and its affiliates are
distributors of automotive parts and service equipment.  The
companies operate from the Johnson Industries Inc.'s headquarters
in Atlanta, Georgia and have distribution operations in the
southeast, northeast and on-line.  The Southeastern distribution
center is located in Norcross, Georgia and supports nine satellite
centers across the state and supplies parts to key fleet customers
across the country.

Miller Auto Parts and its three subsidiaries sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014.  The
Debtors have sought joint administration under Lead Case No. 14-
68113.  The cases are assigned to Judge Mary Grace Diehl.

The Debtors have tapped Scroggins & Williamson as counsel and
Logan & Co. as claims and noticing agent.


MILLER AUTO PARTS: Proposes DIP Financing From First Capital
------------------------------------------------------------
Miller Auto Parts & Supply Company, Inc., and its affiliated
debtors seek approval from the bankruptcy court to obtain
postpetition financing from its prepetition senior secured lender
FCC, LLC d/b/a First Capital.

As of the Petition Date, the Debtors were indebted to First
Capital in the amount of $11,195,514, inclusive of $2,500,000 in
reimbursement obligations for undrawn letters of credit, contract
interest, default interest, default charges, and fees, costs and
expenses.  The Debtors' obligations to First Capital are secured
by substantially all assets of the Debtors.

First Capital has agreed to provide DIP financing on these terms:

    * The Debtor will pay interest on the indebtedness at a rate
equal to the sum of LIBOR (as published in WSJ) plus 4%,
calculated on a 360 day per year basis, payable monthly in
arrears.  Upon an event of default, the Debtor will pay interest
on the indebtedness at a rate equal to the sum of LIBOR (as
published in WSJ) plus 7%, calculated on a 360 day per year basis,
payable monthly in arrears.

    * The only additional fee is a one-time DIP facility loan
origination fee of $45,000, which shall be fully earned upon entry
of the Final DIP order.

    * The DIP Facility will mature on the occurrence of a
"termination event".

    * The maximum loan limit under the DIP Facility is
$18,000,000.

    * The DIP Lender is granted securities and liens, including a
perfected first priority senior security interest in and lien upon
all pre-and post-petition property of the Debtors, and the DIP
indebtedness will have the highest administrative priority under
Sec. 364(c)(1) of the Bankruptcy Code.

                      About Miller Auto Parts

Miller Auto Parts & Supply Company, Inc., and its affiliates are
distributors of automotive parts and service equipment.  The
companies operate from the Johnson Industries Inc.'s headquarters
in Atlanta, Georgia and have distribution operations in the
southeast, northeast and on-line.  The Southeastern distribution
center is located in Norcross, Georgia and supports nine satellite
centers across the state and supplies parts to key fleet customers
across the country.

Miller Auto Parts and its three subsidiaries sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014.  The
Debtors have sought joint administration under Lead Case No. 14-
68113.  The cases are assigned to Judge Mary Grace Diehl.

The Debtors have tapped Scroggins & Williamson as counsel and
Logan & Co. as claims and noticing agent.


MILLER AUTO PARTS: Taps Logan & Company as Claims Agent
-------------------------------------------------------
Miller Auto Parts & Supply Company, Inc., and its affiliated
debtors seek approval from the bankruptcy court to hire Logan &
Company, Inc., as the official noticing and claims agent.

The Debtors anticipate that there will be in excess of a thousand
entities that the Debtors will be required to serve with various
notices, pleadings, and other documents filed in the case.
In consideration of the number of anticipated claimants and
parties in interest and the nature of the Debtors' businesses, the
Debtors submit that the appointment of Logan will expedite the
distribution of notices and relieve the Clerk's office of the
administrative burden of processing such notices.

Logan will be compensated according to its usual fee arrangement,
which combines an hourly fee rate with per-task charges for
certain services, prepaid postage expenses, and reimbursement for
reasonable out-of-pocket expenses.

For consulting services, professionals at Logan will charge at
these hourly rates:

                                           Discounted
     Category                                 Rate
     --------                              ----------
Senior Account Manager                     $245 to $325
Analyst and Project Manager                $155 to $225
Technology, Telecommunication and
  Programming Specialist                   $155 to $180
Clerical and Administrative Support         $55 to $85

For Web site hosting, professionals at Logan will charge at these
hourly rates:

                                           Discounted
     Category                                 Rate
     --------                              ----------
Public website design & development           $225
Website maintenance & updates                 $155

For monthly data storage, Logan will charge the Debtor $0.08 per
creditor name per month.  Logan will charge $85 to $225 per hour
for its management call center and $50 to $225 per hour for
claimant communications.

Prior to the Filing Date, the Debtors provided Logan a $5,000
retainer.

                      About Miller Auto Parts

Miller Auto Parts & Supply Company, Inc., and its affiliates are
distributors of automotive parts and service equipment.  The
companies operate from the Johnson Industries Inc.'s headquarters
in Atlanta, Georgia and have distribution operations in the
southeast, northeast and on-line.  The Southeastern distribution
center is located in Norcross, Georgia and supports nine satellite
centers across the state and supplies parts to key fleet customers
across the country.

Miller Auto Parts and its three subsidiaries sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014.  The
Debtors have sought joint administration under Lead Case No. 14-
68113.  The cases are assigned to Judge Mary Grace Diehl.

The Debtors have tapped Scroggins & Williamson as counsel and
Logan & Co. as claims and noticing agent.


MJC AMERICA: Can Employ Hanson Bridgett as Special Counsel
----------------------------------------------------------
MJC America, Ltd., sought and obtained permission from the U.S.
Bankruptcy Court for the Central District of California to employ
Raymond Sheen and Hanson Bridgett LLP as special counsel.

The Debtor requires the assistance of counsel to analyze and
advise about insurance coverage issues.  These include issues
relating to insurance coverage for various lawsuits filed against
MJC America that concern dehumidifiers sold under the Soleus Ait
Systems brand name, and other related brand names, under policies
issued to the Debtor and/or other entities in the retail products
distribution chain.

The firm's rates are:

     Professional                                    Rates
     ------------                                    -----
     Raymond Sheen -- rsheen@hansonbridgett.com      $575/hr
     Miles Hoden -- mholden@hansonbridgett.com       $420/hr
     Christine Hiler -- chiler@hansonbridgett.com    $400/hr
     Hani Ganji -- hganji@hansonbridgett.com         $320/hr

Raymond Sheen, a partner of the firm, attests that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                       About MJC America

MJC America, Ltd., doing business as Soleus Air System --
http://www.soleusair.com/-- which sells Soleus-branded air
conditioners and heaters in the U.S., filed for Chapter 11
bankruptcy protection (Bankr. C.D. Cal. Case No. 13-39097) in Los
Angeles on Dec. 10, 2013.

Winston & Strawn LLP serves as special litigation counsel.

MJC disclosed $14.0 million in total assets and $15.9 million
in liabilities in its schedules.  Accounts receivable of
$9.22 million and inventory of $4.12 million comprise most of
the assets.  East West Bank has a scheduled secured claim of
$2.1 million on a line of credit, and Hong Kong Gree Electric
Appliances Sales, Ltd., is owed $4.07 million, but only $288,000
is secured.

                             *   *   *

The Debtor currently has the exclusive right to file a plan
through Oct. 10 and to solicit acceptances exclusively for that
plan through Dec. 12.


MJC AMERICA: Can Employ Alan M. Insul as Special Counsel
--------------------------------------------------------
MJC America, Ltd., sought and obtained permission from the U.S.
Bankruptcy Court for the Central District of California to employ
Alan M. Insul as special counsel to advise and/or negotiate terms
of possible financing for litigation expenses.

The Debtor received an expression of interest from a party who may
be willing to finance the litigation or some portion of the
litigation on behalf of the estate.  The Debtor is considering
this proposal.

The Debtor seeks to employ Mr. Insul as its special counsel to
assist in reviewing, advising, and/or negotiating that possible
financing.

Alan M. Insul assures the Court that he is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The Debtor does not expect to pay any compensation to Mr. Unsul
other that what is set forth in the retainer agreement.  The
initial retainer is $7,500.

                       About MJC America

MJC America, Ltd., doing business as Soleus Air System --
http://www.soleusair.com/-- which sells Soleus-branded air
conditioners and heaters in the U.S., filed for Chapter 11
bankruptcy protection (Bankr. C.D. Cal. Case No. 13-39097) in Los
Angeles on Dec. 10, 2013.

Winston & Strawn LLP serves as special litigation counsel.

MJC disclosed $14.0 million in total assets and $15.9 million
in liabilities in its schedules.  Accounts receivable of
$9.22 million and inventory of $4.12 million comprise most of
the assets.  East West Bank has a scheduled secured claim of
$2.1 million on a line of credit, and Hong Kong Gree Electric
Appliances Sales, Ltd., is owed $4.07 million, but only $288,000
is secured.

                             *   *   *

The Debtor currently has the exclusive right to file a plan
through Oct. 10 and to solicit acceptances exclusively for that
plan through Dec. 12.


MOMENTIVE PERFORMANCE: First & 1.5 Lien Holders Can't Change Vote
-----------------------------------------------------------------
Bankruptcy Judge Robert D. Drain issued an opinion explaining why
he rejected two motions filed by representatives of certain first
and 1.5 lien holders, who seek to change their votes on the
Chapter 11 plan of Momentive Performance Materials Holdings Inc.
and its debtor-affiliates pursuant to Bankruptcy Rule 3018.

"Bbased on the exercise of my discretion and my review of the
applicable case law, I conclude that there has not been a
sufficient showing of cause to permit the votes to be changed,"
Judge Drain said.

Judge Drain noted that, based on the declarations attached to the
motions or admitted into evidence, it appears clear that if the
motions were granted, both Class 4 and Class 5 under the plan
would, instead of having rejected the plan, accept the plan.

The premise of the motions is that, by having the votes changed,
the movants would have the benefit of the so-called toggle or
carrot-and-stick or fish-or-cut-bait or death-trap provision in
the plan, in Sections 5.4, with respect to the first lien notes,
and 5.5 with respect to the 1.5 lien notes, which provides that if
Class 4 or 5, as the case may be, votes to accept or is presumed
to have accepted the proposed plan, such class will receive
payment in full in cash on account of their secured claims without
any premium or make-whole amount.

"The plan sections that I've referred to then go on to state that
if the respective classes vote to reject the proposed plan,
Classes 4 and 5 will receive replacement notes issued by Momentive
Performance Materials Inc. in the amount of their allowed claim,
including, if the Court so determines, a make-whole amount," Judge
Drain noted.

The plan was resoundingly rejected by the votes of Classes 4 and
5, comprising first and 1.5-lien noteholders, including in large
respect by the same institutions that wish to change their votes
at this time.  As a result of that rejection, the debtors, as
proponents of the plan, proceeded to seek confirmation on a
cramdown basis under Section 1129(b)(1) and (2) of the Bankruptcy
Code over those two classes.

The Court issued a bench ruling at the conclusion of the four-day
confirmation hearing which held that it would not allow, as part
of the first and 1.5 lien holders' allowed claim, a make-whole
claim or other premium for being paid earlier than the original
maturity date of their notes, and also concluded that the plan
could be confirmed, albeit with a change to the interest rate in
the proposed replacement notes provided for therein. The plan has
since been amended to conform to the Court's ruling with respect
to the proper interest rate.

"It is only in that context, and as also, I believe, implicitly
clarified by Mr. Chou's declaration, which states that thereafter
the trading prices of the first lien notes substantially
decreased, that the movants have sought to change their votes,"
Judge Drain said.

Judge Drain pointed out that the first and 1.5 lien holders
clearly are sophisticated institutions represented by
knowledgeable and sophisticated professionals.  "They made the
choice to vote against the plan, and I believe it would not be
proper, and that they have not shown cause now, to change that
vote in order to undo its consequences," he said.

"I do not believe the plan's toggle or fish-or-cut-bait offer is
still open. If it were, the debtors would have accepted it.
Instead, I'm advised that if I were to grant the motions, rather
than look to consummate the plan with the cash-out provision in
it, the debtors would seek to amend the plan under Bankruptcy Rule
3019 and Section 1127 of the Bankruptcy Code. I assume, in
addition, that the second lien holders who voted in favor of the
plan and who are backstopping the rights offering and have various
rights based on the timing of confirmation and the reasonable
nature of the order confirming the plan would seek to support that
attempt to amend the plan and potentially withdraw their support
of the plan and the backstop of the rights offering.

"The debtors and the second lien holders might or might not win,
ultimately, on those attempts. And I suppose it is conceivable
that they would eventually change their minds and negotiate a
resolution.

"On the other hand, it is crystal clear that the requested vote
change is not, in effect, a consensual settlement. It is seeking
to undo a choice that had originally been made. I believe that
there is not sufficient cause for that result," the judge said.

A copy of Judge Drain's ruling dated Sept. 17 is available at
http://is.gd/DEZAdEfrom Leagle.com.


                   Ind. Trustees May Appeal

Prior to entry of the ruling, BOKF, NA, in its capacity as first
lien trustee, and Wilmington Trust, National Association, in its
capacity as 1.5 lien trustee, notified the Bankruptcy Court of
their intention to move for a stay or other appropriate relief
pending appeal if the Requisite First Lien and 1.5 Lien
Noteholders' motions are denied.

BOKF and Wilmington are creditors in the Chapter 11 cases of MPM
Silicones, LLC, et al.  BOKF is successor indenture trustee under
that certain indenture dated as of Oct. 25, 2012, as supplemented
by that certain supplemental indenture, dated as of Nov. 12, 2012,
for the 8.875% First-Priority Senior Secured Notes due 2020 issued
by Debtor Momentive Performance Materials Inc., and guaranteed by
certain of the debtors.  Wilmington Trust, National Association,
is successor indenture trustee under that certain indenture dated
as of May 25, 2012, for the 10% Senior Secured Notes due 2020
issued by MPM and guaranteed by certain of the Debtors.

On Aug. 27, 2014, and Aug. 28, 2014, certain holders of the First
Lien Notes and certain holders of the 1.5 Lien Notes,
respectively, filed the 3018(a) motions seeking to change
their votes on the Debtors' Plan from "reject" to "accept" and
thereby resolve the disputes between the Debtors and the holders
of the Notes over such holders' respective treatments under
the Debtors' Plan.

BOKF and Wilmington assert that the 3018(a) motions must be
granted.  In that event, the trustees would not intend to appeal
the order entered by the Court confirming the Debtors' Plan.  In
light of the pendency of the 3018(a) motions, the trustees have
therefore not yet sought a stay or other relief pending appeal of
the confirmation order.

The trustee said that in the event that the 3018(a) motions are
denied, however, they intend to appeal the confirmation order.  In
the interest of clarity, the trustees accordingly file the notice
to inform the Court and parties-in-interest that if the 3018(a)
motions are denied, the trustees will seek a stay or other
appropriate relief pending appeal of the confirmation order.

Wilmington Trust is represented by:

          Mark R. Somerstein, Esq.
          Mark I. Bane, Esq.
          ROPES & GRAY LLP
          1211 Avenue of the Americas
          New York, NY 10036-8704
          Tel: (212) 596-9000
          Fax: (212) 596-9090

          Stephen Moeller-Sally, Esq.
          Prudential Tower
          800 Boylston Street
          Boston, MA 02199-3600
          Tel: (617) 951-7000
          Fax: (617) 951-7050

                   About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The Debtors
said that the restructuring will eliminate $3 billion in debt.

The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases.   Klee, Tuchin, Bogdanoff & Stern LLP serves as its
counsel.  FTI Consulting, Inc., serves as its financial advisor.
Rust Consulting Omni Bankruptcy serves as its information agent.

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

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

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

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

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


MOMENTIVE PERFORMANCE: Balks at U.S. Bank Bid to Stay Plan Order
----------------------------------------------------------------
Momentive Performance Materials Inc., et al., objected to the
motion of U.S. Bank, National Association, to stay the Court's
order confirming the Joint Plan of Reorganization for the Debtors.

According to Momentive, the Court must deny U.S. Bank's motion for
a stay because U.S. Bank cannot possibly meet its burden to show
that it will suffer irreparable harm in the absence of a stay.
Momentive also points out that U.S. Bank cannot show a likelihood
of success on appeal, and the only public interests it put forth
in its effort to justify a stay of Plan confirmation are, in fact,
the private interests of U.S. Bank itself.

The Debtors aver that in the event that the Court grants U.S.
Bank's motion for a stay, U.S. Bank must be required to post a
bond in the amount of $793 million at a minimum.

Apollo Global Management, LLC and certain of its affiliated funds,
filed a joinder to the Debtors' objection to U.S. Bank's motion.

Apollo agreed with the positions in the stay objection and
submitted the Court must (i) deny the relief requested by the
motion; and (ii) reduce the automatic 14-day stay of the
confirmation order provided for by Bankruptcy Rule 3020(e) to
permit the Debtors to consummate the Plan immediately upon the
satisfaction or waiver of the conditions precedent to the
Effective Date, so long as such consummation occurs no earlier
than two days after entry of the confirmation order.

                   U.S. Bank's Motion for Stay

U.S. Bank is successor Indenture Trustee under the indenture dated
as of Dec. 4, 2006 governing the 11.5% Senior Subordinated Notes
due 2016 issued by Momentive Performance Materials Inc. and
guaranteed by its subsidiaries.

As reported in the TCR on Sept. 12, 2014, Judge Robert Drain noted
that the only issue as to whether the Debtors' chapter 11 plan
satisfies Section 1129(b)(2)(A)(i) of the Bankruptcy Code is
whether the Plan provides, as set forth in sub-clause (A)(i)(II),
that the holders of the first and 1.5 lien notes will "receive on
account of such claim deferred cash payments totaling the allowed
amount of such claim, of a value, as of the effective date of the
plan, of at least the value of such holder's interest in the
estate's interest in such property." (Sub-clause (A)(i)(I) is
satisfied because under the plan the first and 1.5 lien holders
shall retain the liens securing their claims to the extent of
their allowed secured claims.  Their liens are not being
diminished under the plan, and, as I have previously found, those
liens will secure the allowed amount of their claims.)

Whether the plan satisfies Section 1129(b)(2)(A)(i)(II) of the
Code depends on the proper present value interest rate under the
replacement notes to be issued to the first and 1.5 lien holders
under the plan on account of their allowed claims, given that
those notes will satisfy their claims over seven and seven-and-a-
half years, respectively.

The Debtors contend that the interest rates under the replacement
notes are sufficient on a present value basis to meet the test of
section 1129(b)(2)(A)(i)(II).

The interest rate on the new replacement first lien notes that are
proposed to be issued under the plan is the seven-year Treasury
note rate plus 1.5 percent. As of Aug. 26, 2014, the date of the
Court's bench ruling, that would equal an approximately 3.60
percent interest rate, based on public data issued for such
Treasury notes.  The proposed replacement notes for the 1.5 lien
holders would have an interest rate equal to an imputed seven-and-
a-half-year Treasury note (based on the weighted averaging of the
rates for seven-year and ten-year Treasury notes) plus 2 percent,
which as of August 26, 2014 I calculated as approximately 4.09
percent based on public data for such Treasury notes.

The indenture trustees for the first and the 1.5 lien holders
contend that those rates do not satisfy the present value test in
section 1129(b)(2)(A)(i)(II) and argue for higher interest rates
under the replacement notes based on their view of what market-
based lenders would expect for new notes if the same tenor issued
by comparable borrowers.

According to Judge Drain, the Court clearly is not writing on a
blank slate on the issue.  It is governed by the principles
enunciated by the plurality opinion in Till v. SCS Credit Corp.,
541 U.S. 465 (2004), and, to the extent that the Court has any
concerns based on Till being a plurality opinion, In re Valenti,
105 F.3d 55 (2d Cir. 1997).

According to Judge Drain, the Debtors are correct in setting the
interest rates on the first and 1.5 lien replacement notes
premised on a base rate that is riskless, or as close to riskless
as possible, plus a risk premium in the range of 1 to 3 percent,
if at all, depending on the Court's assessment of the debtors'
ability to fully perform the replacement notes.

However, the judge questions whether the 1 to 3 percent risk
premium spread over prime used in Till would be the same if
instead, as here, a base rate equal to the Treasury were used.

"It seems to me, then, that although the general risk factor
analysis conducted by Mr. Derrough [the debtors' investment
banker] was appropriate, there should be an additional amount
added to the risk premium in light of the fact that the debtors
used Treasury rates as the base rate. The additional increment, I
believe, should be another .5 percent for the first lien
replacement notes, and an additional .75 percent for the 1.5 lien
replacement notes," Judge Drain said.

"I believe that these adjustments adequately take into account
risks inherent in the debtors' performance of the replacement
notes above the essentially risk-free Treasury note base rates.
Therefore, rather than being the seven-year Treasury plus 1.5
percent, equaling 3.6 as of August 26, 2014, the rate for the
first lien replacement notes should be the Treasury rate plus 2
percent, for an overall rate of 4.1 percent as of such date; and
the rate for the 1.5 lien replacement notes should be the imputed
seven-and-a-half-year Treasury note rate plus 2.75 percent, or a
4.85 rate as of August 26, 2014. This would require an amendment
to the plan, obviously, and I don't know whether the necessary
parties would agree to it, but I believe that they should, because
it is necessary to cram down the plan over the objection of the
first and 1.5 lien holder classes."

The Debtors are funding the Plan through a $600 million equity
investment from second lienholders, a $1 billion first lien backup
takeout facility and a bridge facility of $250 million.

Apollo is represented by:

         Ira S. Dizengoff, Esq.
         Philip C. Dublin, Esq.
         Abid Qureshi, Esq.
         Deborah J. Newman, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         One Bryant Park
         New York, NY 10036
         Tel: (212) 872-1000

                   About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The Debtors
said that the restructuring will eliminate $3 billion in debt.

The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases.   Klee, Tuchin, Bogdanoff & Stern LLP serves as its
counsel.  FTI Consulting, Inc., serves as its financial advisor.
Rust Consulting Omni Bankruptcy serves as its information agent.

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

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

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

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

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


MONARCH COMMUNITY: EJF Capital Reports 9.8% Equity Stake
--------------------------------------------------------
EJF Capital LLC and its affiliates disclosed on Sept. 16, 2014,
that they beneficially owned 849,865 shares of common stock of
Monarch Community Bancorp, Inc., representing 9.8 percent of the
shares outstanding based on 8,660,147 shares of common stock
outstanding as of July 28, 2014, as disclosed in the Company's
Form 10-Q filed with the SEC on Aug. 14, 2014.  A copy of the
regulatory filing is available at http://is.gd/mwqQZH

                      About Monarch Community

Coldwater, Michigan-based Monarch Community Bancorp, Inc., was
incorporated in March 2002 under Maryland law to hold all of the
common stock of Monarch Community Bank, formerly known as Branch
County Federal Savings and Loan Association.  The Bank converted
to a stock savings institution effective Aug. 29, 2002.  In
connection with the conversion, the Company sold 2,314,375 shares
of its common stock in a subscription offering.

Monarch Community reported a net loss available to common
stockholders of $2.55 million in 2013, a net loss available to
common stockholders of $741,000 in 2012 and a net loss of $353,000
in 2011.

As of June 30, 2014, the Company had $188.80 million in total
assets, $168.85 million in total liabilities and $19.95 million in
total stockholders' equity.


MORNING STAR PASTURE: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Morning Star Pasture
        2531 Toulon Drive
        Baton Rouge, LA 70816

Case No.: 14-11189

Chapter 11 Petition Date: September 17, 2014

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Judge: Hon. Douglas D. Dodd

Debtor's Counsel: Charles Fulda, IV, esq.
                  BROUILLETTE LAW FIRM
                  3999 S. Sherwood Forest Blvd.
                  Baton Rouge, LA 70816
                  Tel: 225-706-3333
                  Fax: 225-706-1524
                  Email: chuck@brlegalhelp.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Paul Evans managing member.

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


MVB HOLDING: Landlord Suit Prompted Bankruptcy Filing
-----------------------------------------------------
Jeff Amy, writing for the Associated Press, reported that MVB
Holding LLC, which operated the recently shuttered Margaritaville
casino in Biloxi, Miss., filed for Chapter 11 bankruptcy
protection Tuesday, only hours before a hearing where the landlord
aimed to seize the property.  The bankruptcy filing follows the
casino's shutdown on Monday night.  The bankruptcy freezes the
state court case.

According to the report, Don Dornan, a lawyer for landlord Clay
Point LLC, said the company had planned to ask Harrison County
Circuit Judge Michael Ward to give it control of the property in a
Wednesday hearing.

The report noted that Clay Point said in court papers in July that
MVB hasn't paid rent since the casino opened in 2012 and owes more
than $3.8 million, plus $500,000 in taxes that Clay Point had to
step in and pay on Margaritaville's behalf.

The report also noted that Clay Point was barricading entrances
with concrete traffic barriers as MVB filed.  Bob Byrd, a
bankruptcy lawyer for MVB, said those barricades were later
removed.

Clay Point's owners include the Sims family of Hattiesburg, Gulf
Central Seafood and T. Mothers Development Cos. That last company
is controlled by Thomas Brosig, Margaritaville's original CEO.

The report also said MVB announced in July that it would close the
casino, saying it was unable to reach an agreement with Clay
Point. Margaritaville's 371 employees will be paid through Friday.

According to the report, Allen Godfrey, executive director of the
Mississippi Gaming Commission, told the Sun Herald that agents
were on site when the casino closed at 10 p.m. Monday and remained
Tuesday.  "It was very orderly," he said of the shutdown.

Margaritaville is the second Mississippi casino to close this
year, after Caesars Entertainment Corp. shuttered Harrah's Tunica
Hotel & Casino in June.

The report recounts that Mississippi's Gaming Commission allowed
Margaritaville, a $62 million project when it opened in May 2012,
to be built without a hotel. Analysts questioned its small size,
leading to higher investment requirements for new casinos. That
means that any new owner could have trouble getting a new casino
license without substantial investment in a location isolated from
Biloxi's other casinos.

Margaritaville's owners had announced plans to invest another $64
million to build a 250-room hotel and overhaul the casino, the
report added.

MVB Holding, LLC, in Biloxi, Mississippi, filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 14-51430) on Sept. 16,
2014.  MVB owns the Margaritaville casino in Biloxi.

Judge Katharine M. Samson presides over the case.  Robert Alan
Byrd, Esq., at Byrd & Wiser, serves as the Debtor's counsel.  In
its petition, MVB estimated $10 million to $50 million in both
assets and liabilities.  The petition was signed by Doug Shipley,
president/CEO.


NATCHEZ REGIONAL: Stalking Horse Unopposed in Bidding
-----------------------------------------------------
Sherri Toub and Bill Rochelle, bankruptcy columnists for Bloomberg
News, reported that Natchez Regional Medical Center, a community
hospital owned by Adams County, Mississippi, intends to sell its
179-bed acute-care facility to Community Health Systems Inc. in a
deal worth $18 million, after no other party submitted an
acceptable bid by the Sept. 8 deadline.  According to the report,
Natchez and CHS intend to proceed to completion of the sale,
subject to a non-appealable order confirming the debt-adjustment
plan.

A hearing to confirm the hospital's proposed debt-adjustment plan
is scheduled for Sept. 29, the report said.

                       About Natchez Regional

Based in Natchez, Mississippi, Natchez Regional Medical Center is
a full-service hospital offering comprehensive diagnostic and
treatment services for acute, subacute and ambulatory care.
Natchez Regional serves as a referral center for the five
Mississippi counties and two Louisiana parishes it serves, known
locally as the Miss-Lou.  The hospital is owned by Adams County.

Natchez Regional Medical Center filed for Chapter 9 bankruptcy
protection (Bankr. S.D. Miss. Case No. 14-01048) on March 26,
2014.  Eileen N. Shaffer, Esq., Attorney At Law, serves as
bankruptcy counsel.  In its petition, the Center listed total
assets of $27.8 million and total debts of $20.80 million.  The
petition was signed by Donny Rentfro, hospital CEO.

At the onset of the case, the 179-bed facility said intends to
have a term sheet outlining a sale of the facility to a "qualified
buyer."  The hospital blamed financial problems on "ill-timed and
poorly integrated acquisition of physicians' practices and new
clinical technologies," the report related.

This is the Center's second bankruptcy filing in six years.  It
filed a Chapter 9 petition on Feb. 12, 2009 (Bankr. S.D. Miss.
Case No. 09-00477).  Eileen N. Shaffer, Esq., also represented the
Debtor as counsel in the 2009 case.  The Debtor listed total
assets of between $10 million and $50 million, and total debts of
between $10 million and $50 million in the 2009 petition.  Nathcez
Regional exited bankruptcy in December 2009 after a court approved
its plan of adjustment, in which all unsecured creditors owed
$5,000 were to be paid in full.

In the 2014 case, Bankruptcy Judge Neil P. Olack, who presides
over the case, has held that appointment of a patient care
ombudsman is unnecessary.


NATIONAL MENTOR: Moody's Places B3 CFR on Review for Upgrade
------------------------------------------------------------
Moody's Investors Service placed National Mentor Holdings, Inc.'s
B3 Corporate Family Rating, B3-PD Probability of Default rating
and Caa2 rating on senior unsecured notes under review for
upgrade. At the same time, Moody's affirmed the B1 ratings on the
senior secured credit facilities. The speculative grade liquidity
rating of SGL-2 was affirmed.

This rating action follows the announcement by Civitas Solutions,
Inc. (National Mentor's indirect parent) that the company has
priced the underwritten initial public offering and expects to
receive proceeds of approximately $182 million, net of transaction
fees and expenses. Moody's expects the company to use the majority
of the proceeds from the offering to redeem approximately $162
million of its outstanding 12.5% senior unsecured notes.

"The planned debt repayment from the IPO would reduce National
Mentor's leverage to below 5.3x debt/EBITDA from the current 6.1x.
This could result in a one notch upgrade of National Mentor's
Corporate Family Rating to B2," commented Moody's Analyst, Daniel
Gon‡alves.

As the anticipated debt reduction will involve National Mentor's
senior unsecured notes, the remaining debt will be predominantly
comprised of senior secured credit facilities (currently rated
B1), with reduced loss absorption in the form of junior debt. As
such, Moody's anticipates that following a possible upgrade of the
CFR to B2, the senior secured credit facilities would remain B1,
at one-notch above the CFR, compared to the prior two-notch gap,
reflecting the reduced loss absorption provided by the senior
unsecured notes.

Moody's review will incorporate the outcome of the IPO, the
outlook for National Mentor's operating performance, and
anticipated financial policies post IPO.

Ratings placed under review for upgrade:

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

  Senior Global Notes -- Caa2 (LGD5)

Ratings affirmed:

  Senior Secured Credit Facilities at B1 (LGD3)

  Speculative Grade Liquidity Rating at (SGL-2)

RATING RATIONALE

National Mentor's B3 Corporate Family Rating (currently under
review for upgrade) reflects the company's high financial
leverage, high revenue concentration among its largest states, and
exposure to pressured state budgets. There is risk associated with
the company's heavy reliance on funding from governmental programs
as most states face fiscal challenges. However, the ratings also
reflect the company's leading position in the otherwise fragmented
market of home and community-based human services.

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

Headquartered in Boston, MA, National Mentor Holdings, Inc.
(National Mentor) through its subsidiaries, provides home and
community-based health and human services to (i) individuals with
intellectual or developmental disabilities ("I/DD"); (ii) persons
with acquired brain injury ("ABI") and other catastrophic injuries
and illness; and (iii) at-risk youth with emotional, behavioral or
medically complex needs and their families ("ARY"). National
Mentor is owned by private equity sponsor Vestar Capital Partners
V, L.P. The company reported net revenue of approximately $1.2
billion for the twelve months ended June 30, 2014.


NEW WORLD RESOURCES: Wins Foreign-Main Recognition
--------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that New World Resources NV, a coal-mining and
coke-production company, won recognition of its U.K. restructuring
proceeding as the so-called foreign-main proceeding.  According to
the report, the U.K. court approved the scheme of arrangement on
Sept. 5 after no objections were made.

                     About New World Resources

New World Resources N.V. is owned and controlled by New World
Resources Plc, an English public limited company domiciled in the
Netherlands that is admitted for trading on the London Stock
Exchange, where it maintains a Premium Listing, along with the
Warsaw Stock Exchange and the Prague Stock Exchange.

The ultimate parent and indirect majority owner of NWR is CERCL
Mining B.V., a privately-held Dutch company, which owns a
controlling majority of the shares of NWR Plc.

NWR's primary role in its corporate group has been to issue debt
(primarily in the form of secured and unsecured notes) and to
loan the corresponding proceeds to its wholly-owned operating
subsidiaries.  These operating subsidiaries conduct coal mining
and exploration operations in the Czech Republic and Poland.  The
operating subsidiary conducting mining operations in the Czech
Republic is critical to the local economy in that country.
Collectively, these operating subsidiaries employee over 11,500
workers (and utilize an additional 3,000 contractors), and many
major steel groups -- including some operating in the U.S. -- are
reliant on their coal.

As of July 15, 2014, NWR had outstanding gross external debt of
approximately EUR825 million (exclusive of amounts it owes under
certain intercompany obligations).  Of this debt, EUR500 million
in principal amount plus accrued interest is owed to the
beneficial holders of the 7.875% Senior Secured Notes due May 1,
2018.  NWR also owes EUR275 million in principal amount plus
accrued interest to the beneficial holders of its 7.875% Senior
Unsecured Notes due January 15, 2021.

NWR applied to the Chancery Division (Companies Court) of the
High Court of Justice of England and Wales, on July 28, 2014, for
an order directing it to convene separate meetings for two
classes of creditors only, namely, the existing senior secured
noteholders on the one hand, and the existing senior unsecured
noteholders.

NWR filed a Chapter 15 bankruptcy petition (Bankr. S.D.N.Y. Case
No. 14-12226) in Manhattan, New York on July 30, 2014, to seek
recognition of the UK proceeding.

Neither the Debtor's parent nor any of its operating subsidiaries
have commenced insolvency proceedings in the UK Court or any
other court within any jurisdiction.

The U.S. case is assigned to Judge Stuart M. Bernstein.


NEWLEAD HOLDINGS: Ironridge Seeks Add'l 3.8MM Settlement Shares
---------------------------------------------------------------
Ironridge Global IV, Ltd., on Sept. 11, 2014, requested an
additional 3,830,396 common shares of NewLead Holdings Ltd.  As of
that date, Ironridge had requested approximately 18.3 million
shares (adjusted to reflect the 1-for-50 reverse split effective
as of May 15, 2014, and the 1-for-50 reverse split effective as of
July 15, 2014), approximately 7 million of which have been
requested but not issued.

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

As of Sept. 12, 2014, the Company had approximately 42.6 million
shares outstanding.

A copy of the shares request transactions is available at:

                       http://is.gd/6YasGh

                    About NewLead Holdings Ltd.

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

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

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has incurred a net loss, negative operating cash
flows, a working capital deficiency, and shareholders' deficiency
and has defaulted under its credit facility agreements.  Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


NII HOLDINGS: Meeting to Form Creditors' Panel Set for Sept. 29
---------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Sept. 29, 2014, at 10:00 a.m. in
the bankruptcy case of NII Holdings, Inc., et al.  The meeting
will be held at:

         80 Broad Street, 4th Floor
         New York, NY 10004

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                       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.


NII HOLDINGS: Moody's Lowers Corporate Family Rating to 'Ca'
------------------------------------------------------------
Moody's Investors Service downgraded NII Holdings Inc.'s
Probability of Default rating ("PDR") to D-PD from Caa2-PD, the
Corporate Family rating ("CFR") to Ca from Caa2, and associated
debt ratings. The downgrades follow NII's announcement on
September 16, 2014 of its filing a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code to
restructure its debt obligations and to improve its liquidity.
NII's operating subsidiaries in Brazil, Mexico and Argentina are
not part of the U.S. bankruptcy proceedings and will continue to
operate on a "business as usual" basis. The rating outlook is
stable, although Moody's plans to withdraw all ratings for the
company over the near-term consistent with its business practice
for companies operating under the purview of the bankruptcy courts
wherein information flow typically becomes much more limited.

Downgrades:

Issuer: NII Capital Corp

  Senior Unsecured Regular Bond/Debenture, Downgraded to C from
  Caa3

Issuer: NII Holdings Inc.

  Probability of Default Rating, Downgraded to D-PD from Caa2-PD

  Corporate Family Rating, Downgraded to Ca from Caa2

Issuer: NII International Telecom S.C.A.

  Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3
  from Caa1

Outlook Actions:

Issuer: NII Capital Corp

Outlook: Stable, from Negative

Issuer: NII Holdings Inc.

Outlook: Stable, from Negative

Issuer: NII International Telecom S.C.A.

Outlook: Stable, from Negative

Affirmations:

Issuer: NII Holdings Inc.

Speculative Grade Liquidity Rating, Affirmed SGL-4

Ratings Rationale

With headquarters in Reston, Virginia, NII is an international
wireless operator with about 9.4 million largely post-pay
subscribers in Latin America. NII had approximately $4.14 billion
in consolidated operating revenue for the LTM period ended 2Q'14
generated from a subscriber base across Mexico, Brazil, Argentina,
and Chile.

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


PACIFIC STEEL: Sentry Insurance to Retain Policy Setoff Rights
--------------------------------------------------------------
The Bankruptcy Court entered an amended an order approving Pacific
Steel Casting Company's ex parte application to approve a first
amendment to the asset purchase agreement in connection with the
sale of all assets for $11.3 million cash plus assumption of
specified liabilities to Speyside Fund LLC.

The APA is amended to reflect that Sentry Insurance a Mutual
Company will retain all rights of setoff and recoupment regarding
all past and existing Workman's Compensation Policies and Casualty
Insurance Agreements.

On Aug. 22, the Court approved the first amendment to the APA for
the sale of substantially all assets.  PSC is authorized to
complete its sale of assets to the buyer by executing, delivering
and performing under the modified terms of sale reflected in the
First Amendment to the APA.

Sentry Insurance and Sentry Casualty opposed to the application to
approve first amendment to the APA, stating that the amendment to
the APA does not address Sentry's objection, specifically Sentry's
rights of set-off or recoupment regarding all existing policies.

It also does not recognize Sentry's rights under the policies,
applicable Casualty Insurance Agreements, and bankruptcy law, to
estimate the ultimate liability under the Policies, and apply any
credits otherwise applicable, to reduce such liability.

                        Amendment to APA

The APA provided for PSC to transfer certain assets including
arguably its workers compensation insurance policies for the 2012,
2013 and 2014 years and related rights at the closing to the
Buyer. After the July 28th hearing and following service upon
PSC's workers compensation carrier, Sentry Insurance, the parties
were informed that Sentry would not consent to an assignment of
its insurance policies to the Buyer.

Sentry filed an objection on Aug. 13, 2014, on that basis.  Sentry
did however indicate that it would issue a new workers
compensation insurance policy to the Buyer effective as of the
date of closing subject to certain terms and conditions.

The APA also contained certain representations and warranties by
PSC regarding the status of its insurance policies, regarding
the condition of the real property subject to the Lease and
responsibility for funding related costs, well as certain
proration provisions, the meaning and import of which was disputed
by the parties.  Sentry also filed a proof of claim for an unpaid
prepetition audit invoice of approximately $889,000 on June 30,
2014  with respect to the 2013-2014 and other policy years after
the motion to approve the APA was filed with the Court.

The First Amendment further provides that Buyer will no longer
assume PSC's liability for up to $1 million with respect to
rebates of customer Paccar as provided in the APA.

                 Stipulation on Closing of Sale

On Aug. 28, the Debtor, Sentry Insurance, buyer Speyside Fund,
LLC, and the Official unsecured Creditors Committee agreed on
these matters subject to closing of the sale:

   1. For the 2012 and 2013 policies, Sentry will perform the
canopy adjustments in October 2014 pursuant to applicable
policies.  The canopy adjustments under both policies will be
netted against each other with any net credit then being paid
directly to the buyer.  The canopy adjustment will factor in, and
thus net out and extinguish, the unpaid amount of $882,775 from
the prior adjustment performed under the 2012 policy year.  More
specifically, the canopy adjustment amount is calculated against
the prefunding target to determine the amount of the credit or
liability payable to or from sentry under the adjustment, and the
$882,775 was never paid to Sentry and thus will not be included in
the prefunding target which will result in a net reduction of
$882,775 to the adjustment for the 2012 policy year.

   2. for the 2014 policy, the policy will cancel upon the closing
date of the acquisition.  Sentry will holf the premium refund
overage of $628,031 arising from the early cancellation of the
2014 policy and will apply it to the premiums dues under the new
policy issued by Sentry to buyer effective on or immediately after
the closing date of the acquisition.

   3. Sentry will amend its proof of claim by withdrawing the 882,
775 due under the 2012 policy.

On Aug. 22, the Court approved the first amendment to the APA for
the sale of substantially all assets.  PSC is authorized to
complete its sale of assets to the buyer by executing, delivering
and performing under the modified terms of sale reflected in the
First Amendment to the APA.

             Committee's Motion to Vacate Sale Order

The Committee asked that the Court enter an order vacating the
order approving the sale of substantially all of the Debtor's
assets entered on July 31, 2014.  The Committee was concerned that
certain provisions of the APA between the Debtor and the buyer
could cancel the recovery to creditors.

The Committee remained hopeful that a consensual resolution can be
reached.

As reported in the Troubled Company Reporter on Aug. 12, 2014,
Sherri Toub, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reported that PSC will sell the
fourth-generation family-owned steel foundry for $11.3 million
cash plus assumption of specified liabilities to Speyside Fund
LLC.  According to the report, Speyside, who was the stalking
horse bidder, was named the winning bidder after Pacific Steel
received no other offers.  The judge in Oakland, California,
approved the sale on July 31.

                   About Pacific Steel Casting,
                        Berkeley Properties

Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014.  Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director.  Michael W. Malter, Esq., at
Binder & Malter, LLP serves as the Debtors' counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and
balloting agent.  Burr Pilger Mayer, a certified public accounting
firm, serves as financial consultants.

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.

Tracy Hope Davis, the United States Trustee for Region 17,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.  The Committee is represented by Ori Katz,
Esq., and Michael M. Lauter, Esq., at Sheppard, Mullin, Richter &
Hampton LLP.


PLY GEM HOLDINGS: Selling $150MM Notes at 93.25% Issue Price
------------------------------------------------------------
Ply Gem Industries, Inc., a wholly-owned subsidiary of Ply Gem
Holdings, Inc., commenced an offering of $150 million aggregate
principal amount of 6.50% senior notes due 2022 at an issue price
of 93.25%, plus accrued and unpaid interest, if any, according to
a regulatory filing with the U.S. Securities and Exchange
Commission.

The New Notes will be issued under the same indenture that governs
the Company's $500 million aggregate principal amount of 6.50%
senior notes due 2022 that were issued on Jan. 30, 2014.

The Company intends to use the proceeds from the New Notes and
approximately $3.1 million of cash on hand to fund the Company's
purchase of all the issued and outstanding shares of common stock
of Fortune Brands Windows, Inc., for a purchase price of $130
million, to pay fees and expenses in connection with the offering
of the New Notes and the Simonton Acquisition and for general
corporate purposes, including the repayment of approximately $10
million of indebtedness under the Company's senior secured asset-
based revolving credit facility.

The closing of the offering is expected to occur on Sept. 19,
2014, and is subject to a number of conditions, including the
satisfaction or waiver of all conditions to the closing of the
Simonton Acquisition.

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

Ply Gem Holdings reported a net loss of $79.52 million in 2013, a
net loss of $39.05 million in 2012 and a net loss of $84.50
million in 2011.

The Company's balance sheet at June 28, 2014, showed $1.09 billion
in total assets, $1.18 billion in total liabilities and a $91.43
million total stockholders' deficit.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree at that time.


PRESSURE BIOSCIENCES: Presented at Rodman and Renshaw Conference
----------------------------------------------------------------
Pressure Biosciences, Inc., presented at the Rodman and Renshaw
Global Investment Conference on Sept. 10, 2014.

The Company disclosed that discussions with large potential
strategic partners are ongoing.

The Company also mulls possible spin-off of vertical market
applications.

A copy of the presentation materials is available for free at:

                       http://is.gd/bnFK6K

                    About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.

Pressure Biosciences reported a net loss applicable to common
shareholders of $5.24 million on $1.50 million of total revenue
for the year ended Dec. 31, 2013, as compared with a net loss
applicable to common stockholders of $4.40 million on $1.23
million of total revenue in 2012.

As of June 30, 2014, the Company had $1.48 million in total
assets, $2.75 million in total liabilities, and a $1.27 million
total stockholders' deficit.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has had recurring net losses and continues to
experience negative cash flows from operations.  The auditors said
these conditions raise substantial doubt about its ability to
continue as a going concern.


RAAM GLOBAL: Subsidiaries Get $85 Million Loan
----------------------------------------------
Century Exploration New Orleans, LLC, Century Exploration Houston,
LLC, and Century Exploration Resources, LLC, each a wholly-owned
subsidiary of RAAM Global Energy Company, entered into a Fifth
Amended and Restated Credit Agreement with Wilmington Trust,
National Association, as administrative agent, and certain
lenders.  The Subsidiaries are the borrowers under the Fifth
Amended and Restated Credit Agreement and the Company guarantees
their obligation thereunder.

According to a regulatory filing with the U.S. Securities and
Exchange Commission, the Fifth Amended and Restated Credit
Agreement provides the Borrowers with an $85,000,000 term loan
facility which is secured by a first lien on substantially all of
the Borrowers' and the Company's real and personal property.  The
proceeds of the term loans incurred under the Fifth Amended and
Restated Credit Agreement were or will be used by the Subsidiaries
to (a) repay all expenses, fees or indemnitees outstanding under
the Fourth Amended and Restated Credit Agreement dated as of
Nov. 29, 2011, among the Subsidiaries, MUFG Union Bank, N.A. f/k/a
Union Bank, N.A., as administrative agent, and the financial
institutions from time to time party thereto as lenders (as
amended), (b) finance capital expenditures associated with the
Subsidiaries' oil and gas properties, (c) provide working capital
for the Company's and the Subsidiaries' operations and (d) pay
transaction fees and expenses incurred in connection with the
transactions contemplated by the Fifth Amended and Restated Credit
Agreement.

The Fifth Amended and Restated Credit Agreement contains customary
restrictions on, among other things the Borrowers' and the
Company's ability to incur debt, grant liens on their property,
make dispositions or investments, enter into mergers or issue new
securities, make distributions, enter into affiliate transactions,
enter into hedging contracts, amend their organizational documents
and create new subsidiaries.  In addition, the Fifth Amended and
Restated Credit Agreement requires the Borrowers and the Company
to maintain the following financial covenants as defined in the
agreement:

   (i) a minimum Current Ratio of 1.0:1.0 as of the end of each
       fiscal quarter;

  (ii) a maximum First Lien Leverage Ratio of 2.0:1.0 as of the
       end of each fiscal quarter for the four immediately
       preceding fiscal quarters; and

(iii) a minimum PDP Asset Coverage Ratio of 1.0:1.0 as of Jan. 1,
       2015, and 1.1:1.0 as of April 1, 2015, July 1, 2015,
       Jan. 1, 2016, and July 1, 2016.

A copy of the Fifth Amended and Restated Credit Agreement is
available at http://is.gd/Nhxl9S

                         About RAAM Global

RAAM Global Energy Company is a privately held company engaged
primarily in the exploration and development of oil and gas
properties and in the resulting production and sale of natural
gas, condensate and crude oil.  The Company's production
facilities are located in the Gulf of Mexico, offshore Louisiana
and onshore Louisiana, Texas, Oklahoma, and California.

As of June 30, 2014, the Company had $400.47 million in total
assets, $365.56 million in total liabilties and $34.91 million in
total equity.

                            *   *    *

As reported by the TCR on Aug. 4, 2014, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured ratings
on exploration and production company RAAM Global Energy Co. to
'CCC+' from 'B-'.  The outlook is negative.

"The downgrade reflects our assessment that Lexington, Ky.-based
RAAM Global Energy Co. could have difficulty refinancing its $250
million senior secured notes due October 2015 due to weak
operating performance, largely due to unexpected production
declines on its Yegua wells that have resulted in weakening
liquidity and limited near-term growth potential," S&P said.

The TCR reported on Aug. 19, 2014, that Moody's Investors Service
downgraded RAAM Global Energy Company's (RAAM) Corporate Family
Rating (CFR) to Caa2 from Caa1.  The Caa2 CFR for RAAM primarily
reflects Moody's concerns about the company's ability to refinance
the senior secured notes that come due on Oct. 1, 2015, amid a
period of declining production profile.


REVEL AC: Sale Price Is 6% of Debt in First Chapter 11
------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that if the Revel casino in Atlantic City, New
Jersey, is sold for $90 million, the price will represent less
than 6 percent of outstanding debt when the project first filed
bankruptcy 18 months ago.

To recall, Glenn Straub's Polo North Country Club Inc. signed a
contract to acquire Revel's project for $90 million, unless outbid
at an auction on Sept. 24.

                           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.


ROSETTA GENOMICS: Cancels Oct. 10 Annual Shareholders' Meeting
--------------------------------------------------------------
The Board of Directors of Rosetta Genomics Ltd. has determined to
cancel the previously scheduled annual general meeting of
shareholders that was scheduled to be held on Friday, Oct. 10,
2014, due to discussions with third parties that may affect
certain proposals that were to be brought before the shareholders
at the meeting.  Once these discussions are concluded, the Company
will reschedule the annual general meeting and redistribute a new
proxy statement and new proxy cards to its shareholders, the
Company disclosed in a regulatory filing with the U.S. Securities
and Exchange Commission.

                            About Rosetta

Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

Rosetta Genomics incurred a net comprehensive loss after
discontinued operations of $12.89 million on $405,000 of revenues
for the year ended Dec. 31, 2013, as compared with a net
comprehensive loss after discontinued operations of $10.45 million
on $201,000 of revenues in 2012.

As of Dec. 31, 2013, the Company had $25.88 million in total
assets, $2.24 million in total liabilities and $23.63 million in
total shareholders' equity.

                         Bankruptcy Warning

"We will require substantial additional funding and expect to
augment our cash balance through financing transactions, including
the issuance of debt or equity securities and further strategic
collaborations.  On December 7, 2012, we filed a shelf
registration statement on Form F-3 with the SEC for the issuance
of ordinary shares, various series of debt securities and/or
warrants to purchase any of such securities, either individually
or in units, with a total value of up to $75 million, from time to
time at prices and on terms to be determined at the time of such
offerings.  The filing was declared effective on December 19,
2012.  As of the time of the filing of this Annual Report on Form
20-F, we had sold through the Cantor Sales Agreement an aggregate
of 1,559,537 of our ordinary shares for gross proceeds of $5.9
million under this shelf registration statement, leaving an
aggregate of approximately $69.1 million of securities available
for sale.  If we need additional funding, there can be no
assurance that we will be able to obtain adequate levels of
additional funding on favorable terms, if at all.  If adequate
funds are needed and not available, we may be required to:

   * delay, reduce the scope of or eliminate certain research and
     development programs;

   * obtain funds through arrangements with collaborators or
     others on terms unfavorable to us or that may require us to
     relinquish rights to certain technologies or products that we
     might otherwise seek to develop or commercialize
     independently;

   * monetize certain of our assets;

   * pursue merger or acquisition strategies; or

   * seek protection under the bankruptcy laws of Israel and the
     United States," the Company stated in the 2013 Annual Report.


SAN BERNARDINO, CA: Can Cut Firefighter Benefits, Judge Says
------------------------------------------------------------
Tim Reid, writing for Reuters, reported that U.S. Bankruptcy Judge
Meredith Jury in California issued a tentative ruling say the city
of San Bernardino, California, may impose cuts to its firefighters
overtime and pension benefits in a bid to reach a bankruptcy exit
plan.  According to the report, the federal judge said San
Bernardino was entitled to unilaterally impose benefit cuts on the
city's firefighters, something their union had fiercely opposed.

                  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.


SEARS HOLDINGS: Loan Highlights Pressure on Cash
------------------------------------------------
Suzanne Kapner, writing for The Wall Street Journal, reported that
Sears Holdings Corp. is selling off assets to raise money as its
operations continue to produce red ink, but even if those sales go
as planned, credit analysts say, the company could find itself
short of funds by the end of 2016.  To recall, Sears had agreed to
borrow $400 million from the hedge fund run by Edward Lampert, the
company's CEO, chairman and biggest shareholder.  The loan --
which will come due in just over three months and is aimed at
helping the company get through the holidays -- is backed by 25
Sears properties, the Journal related.

                             About Sears

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members.  Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.

The company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts.  Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.

Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues.  Kmart completed its
merger with Sears on March 24, 2005.

Sears Holdings reported a net loss of $1.36 billion in 2013, a net
loss of $930 million in 2012 and a net loss of $3.14 billion in
2011.  As of Aug. 2, 2014, Sears Holdings had $16.43 billion in
total assets, $15.51 billion in total liabilities and $919 million
in total equity.

                            *    *     *

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to Caa1 from B3.  The rating
outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."

As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.

Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.


SEARS HOLDINGS: ESL to Join Capital Structure Evaluation
--------------------------------------------------------
ESL Investments, Inc., and its affiliates said that they may
engage in discussions with representatives of Sears Holdings
Corporation regarding the assessment of Sears Holdings' capital
structure, according to a regulatory filing with the U.S.
Securities and Exchange Commission.

Sears Holdings previously announced that it expects to work with
its lenders and others to evaluate its capital structure with a
goal of achieving more long-term flexibility, and may take other
actions as appropriate.

On Sept. 15, 2014, three subsidiaries of Sears Holdings entered
into a $400 million short term loan with affiliates of ESL
Investments that is secured by mortgages on certain real property
of Holdings and its subsidiaries.  The first $200 million of the
Loan was funded at the closing on Sept. 15, 2014, and, subject to
the satisfaction of certain post-closing conditions, $200 million
will be funded on Sept. 30, 2014.  The Loan will have an annual
base interest rate of 5% and an upfront fee of 1.75% of the
principal amount.  The Loan is due Dec. 31, 2014, but as long as
there is no event of default, may be extended at Holdings' option
until Feb. 28, 2015, upon the payment of an extension fee equal to
.5% of the principal amount.

ESL Investments, et al., beneficially owned 51,651,744 shares of
common stock of Sears Holdings Corporation representing 48.5
percent of the shares outstanding as of Sept. 15, 2014.

Mr. Edward S. Lampert, Sears Holdings' chief executive officer and
Chairman, is the sole stockholder, chief executive officer and
director of ESL Investments.

                            About Sears

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members.  Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.

The company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts.  Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.

Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues.  Kmart completed its
merger with Sears on March 24, 2005.

Sears Holdings reported a net loss of $1.36 billion in 2013, a net
loss of $930 million in 2012 and a net loss of $3.14 billion in
2011.  As of Aug. 2, 2014, Sears Holdings had $16.43 billion in
total assets, $15.51 billion in total liabilities and $919 million
in total equity.

                            *    *     *

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to Caa1 from B3.  The rating
outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."

As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.

Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.


SIGA TECHNOLOGIES: Enters Bankruptcy Amid Battle With PharmAthene
-----------------------------------------------------------------
SIGA Technologies, Inc., contracted by the U.S. government to
provide a drug that treats smallpox, sought bankruptcy protection
amidst a legal dispute that could cost it $232 million.

Eric A. Rose, CEO and Chairman, said in a court filing that the
company has "no alternative but to seek relief under chapter 11".

The company's lead product is Tecovirimat, a novel, small-molecule
drug that is being delivered to the U.S. Strategic National
Stockpile, under the Project BioShield Act of 2004.  SIGA in 2011
signed a deal with the Biomedical Advanced Research and
Development Authority, to deliver 2 million courses of
Tecovirimat.  SIGA has already delivered 1.3 million courses and
has received $198.3 million.  Another approximately 710,000
courses of Tecovirimat are eligible for delivery, which would
provide SIGA revenue of $211.5 million.

The company says that it is filing for protection under chapter 11
of the Bankruptcy Code because its ability to continue to function
as a going concern, and to satisfy its commitment to supply
Tecovirimat, has been jeopardized as a result of its pending
litigation with PharmAthene.

The Delaware Court of Chancery earlier found SIGA liable to
PharmAthene for failing to execute a license agreement.  On remand
from the Delaware Supreme Court, the Court of Chancery recently
reversed its earlier conclusions concerning the appropriate
measure of damages and held that PharmAthene is entitled to lump
sum expectation damages for its lost profits related to
Tecovirimat. PharmAthene, Inc. v. SIGA Techs, Inc., Civ. Action
No. 2627-VCP, 2014 WL 3974167 (Del. Ch. Aug. 8, 2014);
Pharmathene, Inc. v. Siga Techs., Inc., Civ. Action No. 2627-VCP,
2014 WL 3893449 (Del. Ch. Aug. 9, 2014)

Although the Court of Chancery has not yet issued a final judgment
specifying the dollar amount of such damages, SIGA expects it to
be substantial -- as much as $232 million (or more with post-
judgment interest and attorneys' and expert fees).

SIGA believes it has meritorious grounds to appeal any final
judgment of the Court of Chancery.  But in order to do sounder
Delaware law, it must post a bond for the full amount of the
damages award plus post-judgment interest through the pendency of
the appeal.  Posting a bond simply is not possible.  In light of
SIGA's inability to bond the judgment, only the automatic stay
provisions under the Bankruptcy Code can prevent PharmAthene from
immediately enforcing the Court of Chancery's judgment, executing
on SIGA's assets, seizing its bank accounts, and effectively
freezing SIGA's operations.

Filing for and obtaining protection under chapter 11 is the only
way to ensure that SIGA can continue to manufacture and deliver
Tecovirimat to the Strategic Stockpile while SIGA appeals the
Court of Chancery's damages award.

In 2004 the Secretary of Homeland Security determined that
smallpox presented a material threat to the U.S. population
sufficient to affect national security.  Notwithstanding that
smallpox was declared eradicated in the late 1970s, known stocks
of the virus remain and can be created in laboratories, according
to Mr. Rose.

"Smallpox poses a national security threat and has the potential
to cause significant casualties and massive disruption of
political, economic, and social infrastructures in the United
States.  Thus, strong efforts to reduce America's vulnerability to
smallpox -- by, among other things, stockpiling SIGA's drug
Tecovirimat -- are necessary to our national security."

                         First Day Motions

The Debtor on the Petition Date filed motions to:

   -- extend the deadline to file schedules of assets and
liabilities and statement of financial affairs;

   -- grant administrative expense status to obligations arising
from the postpetition delivery of goods and services;

   -- continue using its cash management system;

   -- pay prepetition wages and benefits;

   -- pay prepetition claims of critical vendors;

   -- implement procedures for treatment of reclamation claims;

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

   -- continue its insurance programs;

   -- pay prepetition taxes and assessments;

   -- grant adequate assurance of payment to utilities;

A hearing on the first-day motions was slated for Sept. 17.

The Debtor has not filed a motion to use cash collateral or access
DIP financing.

SIGA says it intends to continue operations in chapter 11 and has
adequate liquidity to do so.  As of Aug. 31, 2014, SIGA's cash and
investment balance was approximately $110 million.

                      About SIGA Technologies

Publicly held SIGA Technologies, Inc., with headquarters in
Madison Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats.  SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.

SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan.  The case is
assigned to Judge Sean H. Lane.

The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.

According to the docket, the schedules of assets and liabilities
and the statement of financial affairs are due Sept. 30, 2014.
The Debtor's Chapter 11 plan and disclosure statement are due Jan.
14, 2015.  The initial case conference is due by Oct. 16, 2014.

As of June 30, 2014, SIGA reported consolidated assets and
liabilities of $209 million and $198 million, respectively. The
amount of reported liabilities does not include any amount
attributable to the lawsuit filed by PharmAthene, Inc.  A total of
$2.50 million is outstanding on a secured term loan with General
Electric Capital Corp.  Trade payables total $3.3 million.


SIGA TECHNOLOGIES: Wants Schedule Deadline Moved to Oct. 30
-----------------------------------------------------------
SIGA Technologies, Inc., asks the bankruptcy court to extend by 30
days until Oct. 30, 2014, the period to file its (i) schedules of
assets and liabilities, (ii) schedule of executory contracts and
unexpired leases, and (iii) statement of financial affairs.

The Debtor says its primary focus thus far has been on filing the
case and assuring a smooth transition into chapter 11.  Given the
amount of work entailed in completing the schedules in 14 days and
the competing demands on the Debtor's employees and professionals
to address operational and other issues during the initial
postpetition period, the Debtor likely will not be able to
properly and accurately complete the schedules within the required
14-day time period.

                      About SIGA Technologies

Publicly held SIGA Technologies, Inc., with headquarters in
Madison Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats.  SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.

SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan.  The case is
assigned to Judge Sean H. Lane.

The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.

According to the docket, the schedules of assets and liabilities
and the statement of financial affairs are due Sept. 30, 2014.
The Debtor's Chapter 11 plan and disclosure statement are due Jan.
14, 2015.  The initial case conference is due by Oct. 16, 2014.

As of June 30, 2014, SIGA reported consolidated assets and
liabilities of $209 million and $198 million, respectively. The
amount of reported liabilities does not include any amount
attributable to the lawsuit filed by PharmAthene, Inc.  A total of
$2.50 million is outstanding on a secured term loan with General
Electric Capital Corp.  Trade payables total $3.3 million.


SIGA TECHNOLOGIES: Proposes to Pay Claims of Critical Vendors
-------------------------------------------------------------
SIGA Technologies, Inc., seeks approval from the bankruptcy court
to pay some or all of the prepetition obligations of certain of
its vendors, suppliers, service providers, and similar entities
that are essential to maintaining the going concern value of the
Debtor's enterprise.

The Debtor estimates that the aggregate amount owed to critical
vendors for goods delivered or services provided during the period
before the Commencement Date could be $900,000.

The Debtor proposes to pay the claims of each critical vendor that
agrees, to the Debtor's satisfaction, to continue to supply goods
or services to the Debtor on terms similar to those in effect
prior to the Petition Date or on such other terms individually
agreed to between the Debtor and the critical vendor that the
Debtor deems acceptable.

                      About SIGA Technologies

Publicly held SIGA Technologies, Inc., with headquarters in
Madison Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats.  SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.

SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan.  The case is
assigned to Judge Sean H. Lane.

The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.

According to the docket, the schedules of assets and liabilities
and the statement of financial affairs are due Sept. 30, 2014.
The Debtor's Chapter 11 plan and disclosure statement are due Jan.
14, 2015.  The initial case conference is due by Oct. 16, 2014.

As of June 30, 2014, SIGA reported consolidated assets and
liabilities of $209 million and $198 million, respectively. The
amount of reported liabilities does not include any amount
attributable to the lawsuit filed by PharmAthene, Inc.  A total of
$2.50 million is outstanding on a secured term loan with General
Electric Capital Corp.  Trade payables total $3.3 million.


SIGA TECHNOLOGIES: Bankruptcy Court Approves "First-Day Motions"
----------------------------------------------------------------
SIGA Technologies, Inc., on Sept. 17 disclosed that it has
received Bankruptcy Court approval of "first-day" motions that it
filed on September 16, 2014, the date on which it 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.  The approval of these "first-
day" motions by the Bankruptcy Court will assure that SIGA's
operations will continue seamlessly in chapter 11 and that it will
be business as usual.

Dr. Eric A. Rose, Chairman and Chief Executive Officer of SIGA
Technologies, said, "SIGA's chapter 11 case is proceeding very
smoothly.  We are performing all of our commercial and development
activities fully and on an uninterrupted basis, and we have
adequate cash and resources to satisfy all of our contractual
commitments."

                      About SIGA Technologies

Publicly held SIGA Technologies, Inc., with headquarters in
Madison Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats.  SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.

SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan.  The case is
assigned to Judge Sean H. Lane.

The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.

According to the docket, the schedules of assets and liabilities
and the statement of financial affairs are due Sept. 30, 2014.
The Debtor's Chapter 11 plan and disclosure statement are due Jan.
14, 2015.  The initial case conference is due by Oct. 16, 2014.

As of June 30, 2014, SIGA reported consolidated assets and
liabilities of $209 million and $198 million, respectively. The
amount of reported liabilities does not include any amount
attributable to the lawsuit filed by PharmAthene, Inc.  A total of
$2.50 million is outstanding on a secured term loan with General
Electric Capital Corp.  Trade payables total $3.3 million.


SIMMONS FOODS: S&P Affirms 'B-' Corp. Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating ratings on Siloam Springs, Ark.-based Simmons Foods
Inc.  The outlook is stable.

At the same time, S&P assigned the company's proposed $415 million
second-lien notes maturing 2021 its 'CCC+' rating (one notch below
the corporate credit rating), with a recovery rating of '5',
indicating S&P's expectations for modest (10%-30%) recovery in the
event of a payment default.  S&P expects the company to use
proceeds of this issuance to repay debt (including the outstanding
$315 million of second-lien notes), pay a dividend, and pay fees
and expenses.

Concurrently, S&P raised its existing issue-level ratings on the
company's $315 million second-lien notes to 'CCC+' from 'CCC', and
revised the recovery rating to '5' from '6'.  The higher ratings
primarily reflect an increase in our enterprise value at default
to reflect the company's improved earnings base and better
anticipated pet food operations at emergence.  S&P will withdraw
the ratings on the $315 million second-lien notes upon their
redemption.

"We believe the company will maintain its improved operating
performance in 2014 despite currently negative free cash flow
generation," said Standard & Poor's credit analyst Chris Johnson.

Standard & Poor's ratings on Simmons Foods reflect the earnings
volatility associated with the company's regionally concentrated
poultry operations, history of operating challenges in its pet
food segment, and modest market position as a vertically
integrated chicken processor.  These factors support S&P's
"vulnerable" assessment of Simmons Foods' business risk profile.

S&P's assessment of Simmons' financial risk remains "highly
leveraged" following its proposed bond refinancing, including a
half-turn increase in leverage to more than 4.5x and modest $26
million dividend to its owners, the Simmons family.

The stable outlook reflects S&P's belief that the company will
maintain adequate liquidity and improved operating performance
into 2015, while maintaining a debt-to-EBITDA ratio of about 4.5x
and FFO to debt of about 15% by fiscal year-end 2015.


SKYLINE MANOR: Bids Due Oct. 6, Continues Search for Buyer
----------------------------------------------------------
Sherri Toub and Bill Rochelle, bankruptcy columnists for Bloomberg
News, reported that a bankruptcy judge in Omaha has approved the
procedures governing the bidding and sale of Skyline Manor Inc.'s
assets, although there is no buyer under contract yet.  According
to the report, potential bidders must submit their bids no later
than Oct. 6 so that if there are two or more bids, an auction will
be conducted on Oct. 20 to be followed by a sale-approval hearing
on Oct. 21.

                       About Skyline Manor

Skyline Manor Inc. is a Nebraska non-profit corporation that
operates a 199-unit continuing care retirement community and a 140
unit independent living facility in Omaha.  Skyline Manor filed a
Chapter 11 bankruptcy petition (Bankr. D. Neb. Case No. 14-80934)
on May 8, 2014.  The petition was signed by John W. Bartle as
chief restructuring officer.  Judge Thomas L. Saladino presides
over the case.

The Debtor estimated assets of at least $10 million and
liabilities between $10 million to $50 million.

Mr. Ross has been appointed as the Chapter 11 trustee for Skyline
Manor.


SMHC LLC: Wins Confirmation of Reorganization Plan
--------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that SMHC LLC, the owner of eight manufactured-
housing parks in Michigan's lower peninsula, obtained court
approval of a Chapter 11 reorganization plan that pays lenders
over time and leaves existing management in control.  According to
the report, the approved plan was modified to resolve objections
from lenders Talmer Bank & Trust and Signature Bank.

SMHC LLC, owner and operator of eight manufactured home parks in
the southern half of Michigan's Lower Peninsula, sought protection
under Chapter 11 of the Bankruptcy Code on April 1, 2014.  The
case is In re SMHC LLC, Case No. 14-45579 (E.D. Mich.).  The
case is assigned to Judge Marci B. McIvor.  The Debtor's counsel
is Jason W. Bank, Esq., at Kerr, Russell and Weber, PLC, in
Detroit, Michigan; and Daniel G. Byrne, Esq., at Kerr, Russell and
Weber, PLC, in Detroit, Michigan.

The Debtor disclosed $14,407,518 in assets and $18,211,672 in
liabilities as of the Chapter 11 filing.


SOMERSET 2002: Case Summary & Unsecured Creditor
------------------------------------------------
Debtor: Somerset 2002, LLC
        55 E. Long Lake Road, Ste 204
        Troy, MI 48085-4738

Case No.: 14-54650

Chapter 11 Petition Date: September 17, 2014

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Thomas J. Tucker

Debtor's Counsel: Morris B. Lefkowitz, Esq.
                  LEFKOWITZ LAW GROUP
                  24100 Southfield Rd., Suite 203
                  Southfield, MI 48075
                  Tel: (248) 559-0180
                  Email: pacerdocuments@gmail.com
                         trustee@lefkowitzlawgroup.com

Total Assets: $2 million

Total Liabilities: $800,600

The petition was signed by Remo Polselli, managing member.

The Debtor listed Steve Gittleman as its largest unsecured
creditor holding a claim of $5,000.

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

         http://bankrupt.com/misc/mieb14-54650.pdf


SUPERIOR NATIONAL: Chase Denied Atty. Docs in $775-Mil. Fight
-------------------------------------------------------------
Law360 reported that a California bankruptcy court denied JPMorgan
Chase & Co.'s motion to compel evidence from a litigation trust
for a defunct insurer in the trust's lawsuit accusing Chase of
saving $775 million on the trust's net operating losses but not
paying anything back.  According to the report, Chase complained
that the Superior National Insurance Co. trust is withholding or
redacting documents during discovery, which is scheduled to end
Oct. 10.  The trust has claimed attorney-client privilege, the
work doctrine and the common interest doctrine to keep the
documents hidden, the report related.

The Superior National Insurance Group, Inc., consisted of five
companies.  Four of the companies were California Compensation
Insurance Co., Combined Benefits Insurance Co., Superior National
Insurance Co., and Superior Pacific Casualty Co.   On March 3,
2000, California Department of Insurance seized the assets and
operations of Superior's insurance subsidiaries.  The California
Department of Insurance appeared before the Los Angeles and
Sacramento superior courts on March 6, 2000, seeking conservation
orders for Superior National Insurance Group to allow the
commissioner to use department staff to conduct the business of
the conserved company as he sees appropriate.  The California
Courts entered conservation orders on March 7, 2000.  Superior
National Insurance Group, Inc., and non-insurer affiliates
Business Insurance Group, Inc., SN Insurance Services, Inc., and
SN Insurance Administrators, Inc., filed chapter 11 petitions
(Bankr. C.D. Cal. Case No. 00-14099) on April 26, 2000.  Prior
to its bankruptcy and the conservation of its insurance company
units, Superior National Insurance Group had been the ninth
largest workers' compensation insurance group in the nation and
the largest private sector underwriter of workers' compensation
insurance in California.


T. J. CALDON: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: T. J. Caldon, LLC
           dba Four Corners
        33 High St.
        Gilmanton, NH 03237

Case No.: 14-11778

Chapter 11 Petition Date: September 17, 2014

Court: United States Bankruptcy Court
       District of New Hampshire (Manchester)

Debtor's Counsel: Raymond J. DiLucci
                  RAYMOND J. DILUCCI, P.A.
                  81 South State Street
                  Concord, NH 03301
                  Tel: (603) 224-2100
                  Fax: 603-224-1507
                  Email: info@nhbankruptcy.com
                         ray@nhbankruptcy.com

Total Assets: $1.82 million

Total Liabilities: $863,119

The petition was signed by Thomas Justin Caldon, member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nhb14-11778.pdf


TELEXFREE LLC: Greenberg, Alvarez Agree to Slash Fees
-----------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that TelexFree LLC's bankruptcy advisers ? Greenberg Traurig and
Alvarez & Marsal -- will forgo more than $1 million in fees they
charged during the short time they worked for the company, which
has since been accused of operating a massive pyramid scheme.
According to the report, citing court papers, Greenberg will cut
its request for $969,000 in fees to just $320,000, while its
requested expenses of about $76,000 will remain the same.  A&M's
roughly $876,000 in fees and expenses, meanwhile, will be cut to
$435,000, the report related.

                         About TelexFREE

TelexFREE -- http://www.TelexFREE.com-- is a telecommunications
business that uses multi-level marketing to assist in the
distribution of voice over internet protocol telephone services.
TelexFREE's retail VoIP product, 99TelexFREE, allows for unlimited
international calling to seventy countries for a flat monthly rate
of $49.90.  TelexFREE has over 700,000 associates or promoters
worldwide.

The company believes the sales of the 99TelexFREE product, the
TelexFREE "app," and other new products will ultimately prove
successful and profitable.  The company is struggling, however,
with several factors that required it to seek chapter 11
protection.  First, the Company experienced exponential growth in
revenue between 2012 and 2013 (from de minimus amounts to over
$1 billion), which put tremendous pressure on the Company's
financial, operational and management systems.  Second, although
the company revised its original compensation plan to promoters in
order to address certain questions that were raised regarding such
plan, the company believes that the plans need to be further
revised.  Finally, the trailing liabilities arising from the
original compensation plan are difficult to quantify and have
resulted in substantial asserted liabilities against the company,
a number of which may not be valid.

TelexFREE LLC and two affiliates sought bankruptcy protection
(Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014.

Alvarez & Marsal North America, LLC is serving as restructuring
advisor and Greenberg Traurig, LLP and Gordon Silver are serving
as legal advisors to TelexFREE.  Kurtzman Carson Consultants LLC
serves as claims and noticing agent.

TelexFREE, LLC, estimated $50 million to $100 million in assets
and $100 million to $500 million in liabilities.

TelexFREE is facing accusations of operating a $1 billion-plus
pyramid scheme.

In May, the Court approved the motion by the U.S. Securities &
Exchange Commission to transfer the venue of the Debtors' cases to
the U.S. Bankruptcy Court, District of Massachusetts (Bankr. D.
Mass. Case Nos. 14-40987, 14-40988 and 14-40989).  The Court
entered an order in relation to the venue transfer stating that
the cases remain jointly administered, and KCC will continue to
serve as claims processing agent.

The Debtors had opposed to the motion, stating that while the SEC
contends that the Massachusetts Bankruptcy Court is more
convenient for the SEC, the SEC has failed entirely to meet its
burden to show that the Massachusetts Bankruptcy Court is better
than the Nevada Bankruptcy Court for administration of the Chapter
11 Cases.  The Debtors chose the Nevada Bankruptcy Court because,
inter alia, TelexFREE Nevada, a Nevada entity, is a counter-party
to more than 700,000 contracts governed by Nevada law.

A creditors' committee has not yet been appointed in the Chapter
11 Cases.


TEM ENTERPRISES: Court Okays Stefani Chaidez as Accountants
-----------------------------------------------------------
TEM Enterprises dba Xtra Airways sought and obtained permission
from the Hon. August B. Landis of the U.S. Bankruptcy Court for
the District of Nevada to employ Stefani Chaidez LLP as certified
public accountants for the Debtor, nunc pro tunc to July 2, 2014.

On July 2, 2014, Stefani Chaidez received a signed engagement
agreement for services to be performed by Stefani Chaidez relating
to the 2013 tax filings.  The engagement agreement contemplates a
retainer in the amount of $3,000 plus an estimated remaining
amount of $3,000 after the completion of Stefani Chaidez's post-
petition accounting services.

Subject to Court approval in accordance with Section 330(a) of the
Bankruptcy Code, compensation will be payable to the Firm as
invoices come due upon entry of an order approving of this
Application.  The Firm will bill on a per hour basis and estimates
that the total fees will not exceed $6,000.

The principal accountant presently designated to provide services
for the Debtor is Georganne Schmitt.  Schmitt's hourly rate is
$175 per hour.

Stefani Chaidez will use other accountants and employees during
the course of the case when appropriate. The staff billing rates
are generally $75 to $150 per hour.

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

Stefani Chaidez can be reached at:

       Georganne Schmitt
       STEFANI CHAIDEZ LLP
       121 SW Morrison St., Ste 1525
       Portland, OR 97204-3242
       Tel: (503) 222-9681
       E-mail: georganne@stefanichaidez.com

                    About Tem Enterprises

Tem Enterprises dba Xtra Airways filed a Chapter 11 bankruptcy
petition (Bankr. D. Nev. Case No. 14-13955) on June 4, 2014.
Judge August B. Landis oversees the case.  The Debtor disclosed
$6,129,714 in assets and $18,386,432 in liabilities as of the
Chapter 11 filing.  Lisa Dunn signed the petition as president.
McDonald Carano Wilson LLP serves as the Debtor's counsel.


TEMBEC INDUSTRIES: Moody's Assigns B3 Rating on $375MM Sr. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Tembec
Industries Inc's proposed US$375 million senior secured note
offering maturing 2019 and raised the company's speculative grade
liquidity rating to SGL-3 from SGL-4. The company's B3 corporate
family rating and B3-PD probability of default rating were
affirmed. Proceeds of the debt offering will be used to fund the
tender of the company's US$305 million 11.25% senior secured notes
(due 2018) and the call premium on the existing notes. Tembec will
apply the remaining proceeds against the drawings under its ABL
revolver. The outlook remains negative.

Issuer: Tembec Industries Inc.

Speculative Grade Liquidity Rating, Raised to SGL-3 from SGL-4

Assignments:

Senior Secured Regular Bond/Debenture, Assigned B3(LGD3)

Outlook Actions:

Outlook, Remains Negative

Affirmations:

Probability of Default Rating, Affirmed B3-PD

Corporate Family Rating, Affirmed B3

"The refinancing modestly increases leverage but improves
liquidity," noted Ed Sustar, Moody's Vice President. "The outlook
remains negative because of the execution risk of ramping up and
realizing the financial benefits of the company's cogeneration
project at its Temiscaming mill in Quebec and the uncertainty of
Tembec's ability to fund remedial costs should they be required."

Ratings Rationale

The proposed notes are senior secured obligations of Tembec and
are rated B3, in-line with the corporate family rating. The
company's B3 senior secured rating incorporates the noteholders'
position behind the company's CND$175 million asset-backed
revolver (unrated). All the ratings are subject to the conclusion
of the proposed transaction and Moody's review of final
documentation.

Tembec's B3 Corporate Family Rating reflects the company's high
leverage, weak margins and significant exposure to the volatile
market pulp and wood products industry segments. This is tempered
by the company's leading market position in the specialty
dissolving pulp segment and the diversification provided by
operations in several different sectors. The rating also reflects
the remaining execution risk in completing and ramping up the
major boiler/turbine expansion at its Temiscaming mill. Although
Moody's acknowledge that the company's cash flow generation will
be significantly stronger with normalized capital expenditures,
Moody's recognize that it will take some time before the project
is fully ramped up and sustainable benefits are generated from
electricity sales, lower costs and additional production capacity.

Tembec has adequate liquidity (SGL-3). The company has
unrestricted cash of CND$26 million as of June 2014, net
availability of approximately CND$80 million on the company's
committed CND$175 million asset-based revolving credit facility
(ABL, pro-forma for the proposed debt refinancing and net of
borrowing base eligibility, availability block and approximately
CND$56 million of letter of credit use) that matures in March
2018, and Moody's expectations of essentially break-even free cash
flow generation over the next four quarters following the
completion of the boiler/turbine expansion. Tembec also has CND$10
million available under a CND$133 million project term loan (due
2022) to complete the capital spending on the cogeneration
project. The company faces about CND$10 million of debt maturities
over the next 12 months. Most of the company's assets are
encumbered. The company does not have financial covenants.

An upgrade would be considered if the boiler/turbine expansion is
completed and financial performance improves, such that normalized
RCF/TD and (RCF-Capex)/TD measures approach 10% and 5%,
respectively, on a sustainable basis. Tembec's ratings could be
downgraded if there are unexpected further cost overruns or delays
on the boiler/turbine expansion, pulp market conditions
deteriorate, leading to a further deterioration in liquidity
arrangements and normalized (RCF-Capex)/TD were to remain
negative.

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

Headquartered in Montreal, Quebec, Tembec is an integrated paper
and forest products company with operations primarily in Canada
and a mill in France. The company's main operating segments
include specialty cellulose pulp (35% of sales), wood products
(24%), paper (23%) and paper pulp (18%). LTM June sales were
approximately CND$1.5 billion.


TRUMP ENTERTAINMENT: Needs to File Plan Next Month
--------------------------------------------------
Sherri Toub and Bill Rochelle, bankruptcy columnists for Bloomberg
News, reported that Trump Entertainment Resorts Inc. is on tight
schedule as it is required by its lenders to file an acceptable
Chapter 11 plan early next month in order to continue using cash
collateral securing its prepetition indebtedness.  The operator of
the Trump Taj Mahal and Trump Plaza in Atlantic City, New Jersey,
must also obtain approval of that plan no later than Dec. 23, the
report related.

                 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 shutter its casinos.

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, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104.

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: Seeks to Hire Stroock as Bankruptcy Counsel
----------------------------------------------------------------
Trump Entertainment Resorts, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ
Stroock & Stroock & Lavan LLP, as their attorneys.

The Debtors anticipate that Stroock will render various legal
services, including, among other things, the following:

   (a) advising the Debtors with respect to their powers and
       duties as debtors-in-possession in the continued management
       and operation of their business and properties;

   (b) advising and consulting on the conduct of these Chapter 11
       Cases, including all of the legal and administrative
       requirements of operating in Chapter 11;

   (c) attending meetings and negotiating with representatives of
       creditors and other parties-in-interest;

   (d) taking necessary actions to protect and preserve the
       Debtors' estates, including prosecuting actions on the
       Debtors' behalf, defending actions commenced against the
       Debtors and representing the Debtors' interests in
       negotiations concerning litigation in which the Debtors are
       involved, including objections to claims filed against the
       Debtors' estates;

   (e) preparing, on behalf of the Debtors, pleadings, including
       motions, applications, answers, orders, reports and papers
       necessary or otherwise beneficial to the administration of
       the Debtors' estates;

   (f) advising the Debtors in connection with obtaining
       postpetition financing;

   (g) advising the Debtors in connection with any sale of their
       assets;

   (h) consulting with the Debtors regarding tax matters;

   (i) appearing before the Court and any appellate courts to
       represent the interests of the Debtors' estates before
       those courts; and

   (j) performing all other necessary or otherwise beneficial
       legal services and providing legal advice to the Debtors in
       these Chapter 11 Cases.

The current hourly rates for Stroock's bankruptcy and other
professionals and para-professionals who are expected to render
services to the Debtors in these Chapter 11 Cases range from $220
per hour to $1,095 per hour.  In particular, Stroock's current
hourly rates for matters related to these Chapter 11 Cases range
as follows:

     Partners                      $930 ? $1,095
     Associates                    $395 ? $635
     Paraprofessionals             $220 ? $425

Kristopher Hansen (currently billing at $1,095/hour), Erez E.
Gilad (currently billing at $930/hour), Gabriel Sasson (currently
billing at $635/hour), Josh Siegel (currently billing at $575
/hour), Odelia Lee (currently billing at $475/hour) and Michael
Magzamen (currently billing at $345/hour) are presently expected
to have primary responsibility for providing services to the
Debtors.  In addition, Stroock customarily charges its clients for
identifiable, non-overhead expenses incurred in connection with
the client's case.

Stroock has represented the Debtors since 2010 in connection with
general corporate, litigation and other matters.  During the
90-day period prior to the Petition Date, Stroock received
approximately $2,157,102 in payments from the Debtors, which
included retainer payments in the total aggregate amount of
$500,000, on account of fees for services rendered and expenses
incurred by Stroock in connection with its representation of the
Debtors.  In addition, during the period that is between one-year
prior to the Petition Date and 90 days prior to the Petition Date,
Stroock received approximately $197,847 in payments from the
Debtors.

Erez E. Gilad, Esq., a partner in Stroock's Financial
Restructuring Department, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

Stroock represented the Ad Hoc Committee of 8.5% Senior Secured
Notes due 2015 in connection with TER's previous Chapter 11 filing
in 2009.  Certain of the former members of the Ad Hoc Committee
continue to hold shares in the Debtors.  Mr. Gilad says since the
2009 Chapter 11 Cases, Stroock has represented certain of the Ad
Hoc Shareholders in matters unrelated to TER's business.

Pursuant to the U.S. Trustee Appendix B Guidelines, Mr. Gilad
relates that the firm has not agreed to any variations from, or
alternatives to, your standard or customary billing arrangements
for its engagement, and that none of their professionals included
in the engagement vary their rate based on the geographic location
of the bankruptcy case.  Moreover, Mr. Gilad says the Debtors have
approved a prospective budget and staffing plan for Stroock's
engagement for the postpetition period as appropriate.

A hearing on the employment application is scheduled for Oct. 6,
2014, at 10:00 a.m. (ET).  Objections are due Sept. 29.

The firm may be reached at:

         Kristopher Hansen, Esq.
         Erez E. Gilad, Esq.
         Gabriel Sasson, Esq.
         Josh Siegel, Esq.
         Odelia Lee, Esq.
         STROOCK & STROOCK & LAVAN LLP
         767 Third Avenue
         New York, NY 10017-2023
         Tel: (212) 826-8853
         E-mail: khansen@stroock.com
                egilad@stroock.com
                gsasson@stroock.com
                jsiegel@stroock.com
                olee@stroock.com

                 About Trump Entertainment Resorts

Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to shutter its casinos.

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, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104.

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: Taps Young Conaway as Local Delaware Counsel
-----------------------------------------------------------------
Trump Entertainment Resorts, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ Young
Conaway Stargaat & Taylor, LLP, as local Delaware counsel.

The professional services that Young Conaway will render to the
Debtors include, but will not be limited to, the following:

   * providing legal advice with respect to the Debtors' powers
     and duties as debtors in possession in the continued
     operation of their business, management of their properties,
     and the potential sale of their assets;

   * preparing and pursuing confirmation of a plan and approval of
     a disclosure statement;

   * preparing, on behalf of the Debtors, necessary applications,
     motions, answers, orders, reports, and other legal papers;

   * appearing in Court and protecting the interests of the
     Debtors before the Court; and

   * performing all other legal services for the Debtors that may
     be necessary and proper in these proceedings.

The principal attorneys and paralegal presently designated to
represent the Debtors, and their current standard hourly rates,
are:

     Matthew B. Lunn                  $555
     Robert F. Poppiti, Jr.           $375
     Ian J. Bambrick                  $320
     Ashley E. Markow                 $300
     Casey Cathcart (paralegal)       $200

It is the firm's policy to charge its clients in all areas of
practice for all other expenses incurred in connection with the
client's case.

Young Conaway was retained by the Debtors pursuant to an
engagement dated July 30, 2014.  In accordance with the Engagement
Agreement, Young Conaway received a retainer in the amount of
$100,000 on Aug. 5, 2014, in connection with the planning and
preparation of initial documents and its proposed postpetition
representation of the Debtors.  After applying a portion of the
retainer to the outstanding balance as of the Petition Date,
including fees and expenses associated with the filing of the
Chapter 11 cases, Young Conaway continues to hold a retainer in
the amount of $16,150.

Matthew B. Lunn, Esq., a partner in the firm of Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

Mr. Lunn discloses that his firm currently represents the
following parties, or affiliates  of the following parties, who
may be Interested Parties, in matters wholly unrelated to the
Debtors and the Chapter 11 cases: AmeriHealth Casualty,
Continental Casualty Company, Oaktree Capital Management, L.P.,
Towers Watson Pennsylvania Inc., Landry's, Inc., Fertitta
Acquisitionsco LLC, Rainforest Cafe, Inc., Great American
Insurance Company, Lexington Insurance Company, Mitsui Sumitomo
Ins. Co. of America, and National Union Fire Insurance Company.

Young Conaway currently represents the NP Creditor Litigation
Trust, of which PIRINATE Consulting Group, LLC, is the Litigation
Trustee.  Eugene I. Davis, a member of the board of directors of
Debtor Trump Entertainment Resorts, Inc., is the Chairman and CEO
of PIRINATE.

Consistent with the U.S. Trustee's Appendix B Guidelines, Mr. Lunn
states that Young Conaway has not agreed to a variation of its
standard or customary billing arrangements for the engagement and
none of the professionals included in the engagement have varied
their rate based on the geographic location of the Chapter 11
cases.

A hearing on the employment application is scheduled for Oct. 6,
2014, at 10:00 a.m. (ET).  Objections are due Sept. 29.

The firm may be reached at:

     YOUNG CONAWAY STARGAAT & TAYLOR, LLP
     Rodney Square
     1000 North King Street
     Wilmington, DE 19801
     Tel: (302) 571-6600
     Fax: (302) 571-1253
     E-mail: mlunn@ycst.com
             rpoppiti@ycst.com
             ibambrick@ycst.com
             amarkow@ycst.com

                 About Trump Entertainment Resorts

Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to shutter its casinos.

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, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104.

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: Seeks to Employ Houlihan as Fin'l Advisor
--------------------------------------------------------------
Trump Entertainment Resorts, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ
Houlihan Lokey Capital, Inc., as financial advisor and investment
banker.

The services to be provided by Houlihan Lokey include the
following:

   (a) assisting the Company in the development and distribution
       of selected information, documents and other materials,
       including, if appropriate, advising the Company in the
       preparation of an offering memorandum;

   (b) assisting the Company in soliciting, coordinating and/or
       evaluating indications of interest and proposals regarding
       any Transaction(s) from current and/or potential lenders,
       equity investors, acquirers, strategic partners and/or
       other parties;

   (c) assisting the Company with the negotiation of any
       Transaction(s), including participating in negotiations
       with creditors and other parties involved in any
       Transaction(s);

   (d) providing expert advice and testimony regarding financial
       matters related to any Transactions(s), if necessary;

   (e) attending meetings of the Company's Board of Directors,
       creditor groups, official constituencies and other
       interested parties, as the Company and Houlihan Lokey
       mutually agree; and

   (f) providing other financial advisory and investment banking
       services as may be required in connection with the
       foregoing or otherwise agreed upon by Houlihan Lokey and
       the Company.

The Company has agreed to pay Houlihan Lokey during the Chapter 11
cases a non-refundable cash fee of $150,000; and a transaction fee
of $1,500,000 upon the earlier to occur of: (I) in the case of an
out-of-court restructuring transaction, the closing of that
restructuring transaction; (II) in the case of an in-court
restructuring transaction, the date that the requisite consents to
a plan of reorganization under Chapter 11 of the Bankruptcy Code
are obtained; and (III) in the case of a sale transaction, upon
the closing of the sale transaction.  Total fees received by
Houlihan Lokey will in no event total more than $2,400,000.  In
addition to the fees, reimburse Houlihan Lokey for its reasonable
out-of-pocket expenses incurred from time to time in connection
with its services.

Prior to the Petition Date, the Debtors paid Houlihan Lokey fees
of $1,200,000 for services rendered and for reasonable out-of-
pocket expenses related thereto of $2,587.

William H. Hardie, III, a managing director of Houlihan Lokey
Capital, Inc., assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.  Mr. Hardie discloses that an affiliate
of his firm has recently performed portfolio valuation services
for one of the Debtors' shareholders, which portfolio includes
shares in the Debtors' equity.

A hearing on the employment application is scheduled for Oct. 6,
2014, at 10:00 a.m. (ET).  Objections are due Sept. 29.

                 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 shutter its casinos.

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, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104.

The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only.  Judge Kevin Gross presides
over the Chapter 11 cases.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.

TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.

The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan.  The
Debtors also have trade debt in the amount of $13.5 million.


US COAL: U.S. Trustee Objects to Bonus Program
----------------------------------------------
Sherri Toub and Bill Rochelle, bankruptcy columnists for Bloomberg
News, reported that the U.S. Trustee assigned to the bankruptcy
case of U.S. Coal Corp. objected to the proposed bonuses to its
finance chief and two accounting department managers, saying the
proposed bonuses' yardstick, which is general unsecured creditor
recoveries under a confirmed Chapter 11 plan, bears little or no
correlation to the CFO's efforts.  Even if unsecured creditors
recover nothing under a confirmed plan, the CFO would get a six-
figure bonus, which is tantamount to a payment simply for staying
on through the plan's effective date, the report said, citing
court documents filed by the U.S. Trustee.

                          About U.S. Coal

Kolmar Americas, Inc., filed an involuntary Chapter 11 bankruptcy
petition for U.S. Coal Corporation (Bankr. E.D. Ky. Case No.
14-51461) in Lexington, Kentucky on June 10, 2014.  In its
schedules, U.S. Coal disclosed $56,702,402 in total assets and
$49,970,561 in total liabilities.

Bridgeport, Connecticut-based Kolmar says it is owed by Lexington-
based U.S. Coal roughly $1.36 million on account of a business
debt.

Kolmar sought and obtained dismissal of a duplicate involuntary
petition (Case No. 14-51460) on grounds that it was a duplicate
case.

Kolmar is represented by Daniel I. Waxman, Esq., at Wyatt, Tarrant
& Combs, LLP, in Lexington, Kentucky.

Chief Judge Tracey N. Wise presides over the case.

On June 27, 2014, the Court entered an order directing the joint
administration of the Chapter 11 cases of Licking River Mining,
LLC (Case No. 14-10201), Licking River Resources, Inc. (Case No.
14-10203), S. M. & J., Inc. (Case No. 14-10220), Fox Knob Coal
Co., Inc. (Case No. 14-60619), J.A.D. Coal Company, Inc. (Case
No. 14-60676), and U.S. Coal Corporation (Case No. 14-51461).
Licking River Mining, LLC, Case No. 14-10201, is the lead case.

On June 27, 2014, the Court appointed John Collins as the
individual designated to perform the duties of U.S. Coal
Corporation as a debtor in bankruptcy.


USEC INC: Expects to Exit Chapter 11 Restructuring on Sept. 30
--------------------------------------------------------------
USEC Inc. on Sept. 18 disclosed that it expects to complete the
final steps necessary to emerge from its Chapter 11 restructuring
on September 30, 2014, under the name Centrus Energy Corp.  The
Company's new common stock shares are expected to begin trading on
the New York Stock Exchange under the ticker symbol "LEU" on that
date.

The Company's Plan of Reorganization was confirmed on September 5,
which was the last major court action in the Chapter 11 bankruptcy
process that USEC began March 5, 2014.  Details relating to the
cancellation of existing securities (including USU common stock,
preferred stock and notes) and the issuance of new LEU common
stock and new notes are set forth in the Company's Plan of
Reorganization, which is summarized in and attached to a Form 8-K
filing issued by the Company on September 5.  Holders of record as
of September 29 do not need to take any action as the existing
securities are expected to be cancelled prior to the opening of
trading on September 30, and new securities will be distributed
electronically through the Depository Trust Corp. or the Company's
transfer agent Computershare on September 30.

                         About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Hon. Christopher
S. Sontchi presides over the case.

D. J. Baker, Esq., Rosalie Walker Gray, Esq., Adam S. Ravin, Esq.,
and Annemarie V. Reilly, Esq., at Latham & Watkins LLP, serve as
the Debtor's general counsel.  Amanda R. Steele, Esq., Mark D.
Collins, Esq., and Michael J. Merchant, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtor's Delaware counsel.  Vinson &
Elkins is the Debtor's special counsel.  Lazard Freres & Co. LLC
acts as the Debtor's investment banker.  AP Services, LLC,
provides management services to the Debtor.  Logan & Company Inc.
serves as the Debtor's claims and noticing agent.  Deloitte Tax
LLP are the Debtor's tax professionals.  The Debtor's independent
auditor is PricewaterhouseCoopers LLP.  KPMG LLP provides fresh
start accounting services to the Debtors.


VARIANT HOLDING: Creditor Wants Court OK Prior to Closing of Sale
-----------------------------------------------------------------
BPC VHI, L.P., Beach Point Total Return Master Fund, L.P., Beach
Point Distressed Master Fund, L.P., and Cortland Capital Market
Services LLC, as administrative agent for the Beach Point Funds,
ask the U.S. Bankruptcy Court for the District of Delaware to
compel Variant Holding Company, LLC, or any Chapter 11 trustee,
to:

   (1) seek the Court's approval for all sales of property owned
       by the Debtor's non-debtor subsidiaries before the closing
       of any sales;

   (2) hold the proceeds of the sales in segregated collateral
       accounts for the benefit of the Beach Point Parties during
       the pendency of the bankruptcy case;

   (3) pay any interest and fees on the Beach Point Parties'
       claims and grant additional or replacement liens on all of
       the Debtor's assets as adequate protection for the use of
       their other cash collateral; and

   (4) provide certain basic information to the Beach Point
       Parties as a condition to the used of cash collateral.

The Beach Point Parties also ask the Court to grant them an
allowed superpriority claim if the adequate protection granted is
insufficient.

The Beach Point Parties are the Debtor's largest creditors and are
owed more than $73 million.

Mark D. Collins, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware -- collins@rlf.com -- asserts that the Beach
Point Parties brings the motion in an attempt to provide greater
transparency to the case, and to ensure that assets critical to
the value of the Debtor's estate are not sold without the
opportunity for all interested parties to review and weigh in on
those transactions.

Mr. Collins points out that the Beach Point Funds have amassed
evidence of rampant fraud by the Debtor and its management.  "So
pervasive is this fraud that the Debtor and its principals are
currently being investigated by the FBI in connection with the
same transactions described herein," he adds.

A hearing on the motion will be held on September 30, 2014, at
1:30 p.m.  Objections are due on September 23.

                      About Variant Holding

Variant Holding Company, LLC, commenced bankruptcy proceedings
under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No.
14-12021) on Aug. 28, 2014, without stating a reason.

Tucson, Arizona-based Variant Holding estimated $100 million to
$500 million in assets and less than $100 million in debt.

The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, as counsel.

Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding
Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP,
signed the resolution authorizing the bankruptcy filing.


VARIANT HOLDING: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Variant Holding Company, LLC, has filed with the U.S. Bankruptcy
Court for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property
  B. Personal Property          $221,134,716
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $67,783,004
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $35,565,157
                                ------------      ------------
        TOTAL                    $15,248,851       $21,239,663

A copy of the schedules is available for free at:

    http://bankrupt.com/misc/VariantHolding_SALs_09112014.pdf

                      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.


WINDSOR PETROLEUM: Seeks Approval of Plan Outline, Voting Process
-----------------------------------------------------------------
Windsor Petroleum Transport Corporation and its affiliated debtors
ask the U.S. Bankruptcy Court for the District of Delaware to
approve their Disclosure Statement and related deadlines and
procedures.

On August 25, 2014, the Debtors filed the Plan of Reorganization
of the Debtors Pursuant to Chapter 11 of the Bankruptcy Code and
the Disclosure Statement explaining the Plan.

The Debtors also ask the Court to:

   (a) fix the first day of the Disclosure Statement Hearing or
       October 8, 2014, at 4:00 p.m. (prevailing Eastern Time),
       as the voting record date for purposes of determining
       which holders of claims against the Debtors are entitled
       to vote on the Plan;

   (b) approve the notice of hearing and objection procedures
       with respect to confirmation of the Plan;

   (c) approve the proposed solicitation packages and procedures
       for distribution thereof;

   (d) approve the form of ballots, and establishing procedures
       for voting on the Plan;

   (e) approve the forms of notice to nonvoting classes under the
       Plan;

   (f) approve the form of publication notice;

   (g) fix November 13, 2014, at 4:00 p.m. (prevailing Eastern
       Time) as the deadline by which creditors must:

       * vote to accept or reject the Plan;

       * file objections to the Plan; and

       * file objections to the proposed cure amounts with
         respect to the Assumed Contracts;

   (h) approve the form of notice to non-Debtor counterparties to
       the Assumed Contracts; and

   (i) approve procedures for tabulating votes with respect to
       the Plan.

The Debtors also request that a hearing on confirmation of the
Plan be scheduled for November 20, 2014, at 3:00 p.m. (prevailing
Eastern Time).  The Confirmation Hearing may be continued from
time to time by the Court or the Debtors without further notice.

         About Windsor Petroleum Transport Corporation

Windsor Petroleum Transport Corporation and several of its
subsidiaries and related entities on July 14, 2014, filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court in Wilmington, Delaware (Lead Case
No. 14-11708).

The Debtors' counsel is Pauline K. Morgan, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware.  The Debtors'
crisis managers come from AMA Capital, while their chief
restructuring officer is Paul J. Leand, Jr.

The U.S. Trustee notified the Bankruptcy Court that it was unable
to appoint an official committee of unsecured creditors.


XTL BIOPHARMACEUTICALS: Reports $710-K Loss in Second Quarter
-------------------------------------------------------------
XTL Biopharmaceuticals Ltd. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 6-K, disclosing a
net loss of $710,000 on $380,000 of revenues for the three months
ended June 30, 2014, compared with a net loss of $1.24 million on
$512,000 of revenues for the same period last year.

The Company's balance sheet at June 30, 2014, showed $7.22 million
in total assets, $1.37 million in total liabilities, and
stockholders' equity of $5.85 million.

The Company has incurred continuing losses and depends on outside
financing resources to continue its activities.  The Company's
only source of income at this stage originates from InterCure, a
subsidiary in which control was acquired on July 25, 2012.  Based
on existing business plans, the Company's management estimates
that its outstanding cash and cash equivalent balances, including
short-term deposits, will allow the Company to finance its
activities until the fourth quarter of 2015 (independently of
InterCure, which is 54.72% held).  However, the amount of cash
which the Company will need in practice to finance its activities
depends on numerous factors which include, but are not limited to,
the timing, planning and execution of clinical trials of existing
drugs and future projects which the Company might acquire or other
business development activities such as acquiring new technologies
and/or changes in circumstances which are liable to cause
significant expenses to the Company in excess of management's
current and known expectations as of the date of these financial
statements and which will require the Company to reallocate funds
against plans, also due to circumstances beyond its control.  The
Company's ability to continue operating and finalizing the
development of the above mentioned drugs will require obtaining
additional financial resources.  The Company expects to incur
additional losses in 2014 arising from research and development
activities and testing additional technologies and operating
activities, which will be reflected in negative cash flows from
operating activities.  Accordingly, in order to perform the
clinical trials aimed at developing a product until obtaining its
marketing approval, the Company will be forced to raise additional
funds in the future by issuing securities.  Should the Company
fail to raise additional capital in the future under standard
terms, it will be required to dispose of marketable securities
held by it or minimize its activities or sell or grant a
sublicense to third parties to use all or part of its
technologies.  InterCure has noted in its consolidated financial
statements for the year ended Dec. 31, 2013, that there is
substantial doubt regarding its ability to continue as a going
concern.

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

                       http://is.gd/CaJGYw

Herzliya, Israel-based XTL Biopharmaceuticals Ltd. is engaged in
the development of therapeutics, among others, for the treatment
of unmet medical needs, improvement of existing medical treatment
and business development in the medical realm.  The Company was
incorporated under the Israeli Companies Ordinance on March 9,
1993.  The Company owns 100% of Xtepo Ltd. and owns 100% of a U.S.
company, XTL Biopharmaceuticals Inc., which was incorporated in
1999 under the laws of the State of Delaware.

The Company is in the planning and preparation stages for
implementing Phase 2 clinical trial of rHuEPO drug designed to
treat cancer patients with multiple myeloma.

Further, the Company has certain milestone rights in the
development of treatment for hepatitis C ("DOS") from Presidio
Pharmaceuticals Inc. ("Presidio"), a U.S. biotechnology company.


YMCA OF MILWAUKEE: Proofs of Claim Deadline Set for Oct. 31
-----------------------------------------------------------
The U.S. Bankruptcy Court in Eastern District of Wisconsin has
established Oct. 31, 2014, as the deadline for all persons and
entities holding or asserting a claim against The Young Men's
Christian Association of Metropolitan Milwaukee to assert their
claims in the Debtors' cases.

Proofs of Claim from governmental entities are due no later than
Dec. 1, 2014.

                     About YMCA of Milwaukee

The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case
Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014.

YMCA Milwaukee, which has more than 100,000 members using its
centers and camps, plans to sell a majority of its owned real
estate to help pay down $29 million in debt.

YMCA Milwaukee estimated $10 million to $50 million in both assets
and liabilities.  YMCA Academy estimated $100,000 to $500,000 in
both assets and liabilities.  The formal schedules of assets and
liabilities are due June 18, 2014.

The Debtors are seeking joint administration of their Chapter 11
cases for procedural purposes.  The cases are assigned to Judge
Susan V. Kelley.

The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz,
Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel.


ZEBRA TECHNOLOGIES: Moody's Assigns Ba3 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned ratings to the debt of Zebra
Technologies Corp. -- Corporate Family (CFR) at Ba3, Probability
of Default Ratings (PDR) at Ba3-PD, Senior Secured Credit
Facilities (revolver and term loan) at Ba2, and Senior Unsecured
Notes at B2. The proceeds of the new debt will be used to fund the
acquisition of Motorola Solutions Inc.'s Enterprise Business. The
rating outlook is stable.

Ratings Rationale

Zebra's Ba3 Corporate Family Rating ("CFR") reflects the company's
leading market positions in its core segments of rugged handheld
computers, barcode scanners, and barcode printers. The CFR also
reflects the large installed base, long-term customer
relationships, and complementary product lines of Zebra and
Motorola Solutions Inc's Enterprise Business ("Enterprise"), which
Zebra will acquire by year end 2014. Moody's believe the
combination of these two businesses provides a basis for
meaningful cost synergies, which should allow the company to
rapidly deleverage from above 5x EBTIDA (Moody's adjusted)
following the acquisition, which is high for the Ba3 rating, to
below 4x over the next two to three years.

The CFR also reflects the considerable execution risk in
integrating Enterprise, which will triple Zebra's revenue base and
expand Zebra into the scanner and rugged computer market. Due to
the greater focus on direct sales and the higher research and
development spending, the Enterprise business generates an
operating margin approximately half that of Zebra. In order to
improve margins, Zebra plans to reduce the combined direct sales
force as part of the integration of Enterprise. This adds risk to
a complex integration project.

The Ba2 Senior Secured rating reflects the collateral backing the
Senior Secured Credit Facilities, the $1.25 billion of Senior
Unsecured Notes, and the cushion of unsecured liabilities at
operating subsidiaries. The B2 Senior Unsecured rating reflects
the senior ranking of the Senior Unsecured Notes and the absence
of collateral, which results in effective subordination to the
Senior Secured Credit Facilities.

The stable outlook reflects Moody's expectation of a smooth
integration of Enterprise, realizing meaningful synergies, with
the EBITDA margin expanding beyond 17% (Moody's adjusted) over the
next 18 months. Through a combination of EBITDA growth and
absolute debt reduction, Moody's expect that leverage will be on-
course to decline to below 5x EBITDA (Moody's adjusted) over the
near term.

The ratings could be upgraded if Zebra demonstrates solid
execution on the integration, such that Zebra's EBITDA margin
(Moody's adjusted) expands back into the low 20 percent level on a
sustained basis. A ratings upgrade would also require significant
deleveraging through a combination of debt repayment and EBITDA
growth, with debt to EBITDA (Moody's adjusted) sustained below
3.5x.

The ratings could be downgraded if Zebra experiences material
operational disruption from the integration of Enterprise, or if
Moody's believe market share in either business is declining. The
ratings could also be downgraded if Zebra is not on-course to
reduce leverage to below 5x (Moody's adjusted), or if Zebra
engages in shareholder friendly activity prior to meaningful
deleveraging.

Assignments:

Issuer: Zebra Technologies Corporation

  Corporate Family Rating, Assigned Ba3

  Probability of Default Rating, Assigned Ba3-PD

  Senior Secured Bank Credit Facility (Revolver), Assigned Ba2,
  LGD3

  Senior Secured Bank Credit Facility (Term Loan), Assigned Ba2,
  LGD3

  Senior Unsecured Notes, Assigned B2, LGD5

  Speculative Grade Liquidity, SGL-2

Outlook: Stable

Zebra Technologies Corp., based in Lincolnshire, Illinois,
manufactures and markets rugged handheld computers, barcode
scanners, and specialized printers serving the manufacturing,
transportation and logistics, retail, healthcare end-markets.

The principal methodology used in this rating was Global
Technology Hardware published in October 2010. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.


* Circuit Judges Differ on When a Lawsuit Arises
------------------------------------------------
Sherri Toub and Bill Rochelle, bankruptcy columnists for Bloomberg
News, reported that judges on the U.S. Court of Appeals for the
Sixth Circuit in Cincinnati engaged in a metaphysical analysis of
when a lawsuit sufficiently crystallizes to become property of a
bankrupt individual in a case involving a business owner who
listed the company as an asset in her Chapter 7 bankruptcy and
said it had no claims or lawsuits.

The case is Underhill v. Huntington National Bank (In re
Underhill), 13-4195, U.S. Court of Appeals for the Sixth Circuit
(Cincinnati).


* Test Nears on Whether Bankruptcy Shields Rent-Stabilized Leases
-----------------------------------------------------------------
Josh Barbanel, writing for The Wall Street Journal, reported that
New York city and state officials are urging the Court of Appeals
to protect rent-stabilized leases in bankruptcy proceedings, in a
case in which a landlord agreed in bankruptcy court to buy the
rights of a 79-year-old woman's lease to her East Village
apartment.  According to the report, Mayor Bill de Blasio's
corporation counsel and State Attorney General Eric Schneiderman
filed a joint brief saying New York State and New York City have
an important interest in ensuring that rent stabilization rights
are not treated as property to be disposed of by a bankruptcy
trustee.  A brief was also filed on behalf of 18 state
legislators, who wrote they were concerned "because of their
shared commitment to affordable housing for New York residents and
the preservation of its distinct and diverse neighborhoods," the
Journal related.


* Alpine Group Board Approves Liquidation Distribution
------------------------------------------------------
The Alpine Group, Inc., on Sept. 17 disclosed that its Board of
Directors had approved a distribution to shareholders of $0.40 per
share pursuant to the Company's Plan of Liquidation adopted last
year.  The liquidation distribution is anticipated to be made on
or about Oct. 15, 2014, to shareholders of record on Oct. 9, 2014.
On April 30, 2014, the Company made an initial liquidation
distribution of $0.25 per share and based on current information
the Company stated that it anticipates further cash distributions
in 2015.  Its remaining non-cash investment is in the form of
equity and debt issued by Synergy Cables, Ltd.  Due to the adverse
financial results and outlook for that entity, the distributable
value of the Company's interests in Synergy is highly doubtful
both as to value, form of distribution, if any, and timing.

Shareholders should consult their professional tax advisors as to
the appropriate income tax treatment of their distributions.

                  About The Alpine Group, Inc.

The Alpine Group, Inc.  -- http://www.alpine-group.net-- is a
holding company which owns and operates industrial and other
manufacturing companies.  The Company's operations consisted of
its majority ownership in SCL, an Israeli based producer of wire
and cable products; Exeon Inc. (Exeon), a wholly owned subsidiary,
primarily engaged in the business of copper scrap reclamation and
copper and other metal products wholesaling and selective
retailing; and Posterloid Corporation (Posterloid), a wholly owned
subsidiary engaged in the design and manufacture of menu boards
and signage for the food service industry and financial
institutions.  Alpine operates and actively manages companies in
which it invests capital and has focused on industrial and other
businesses that are underperforming, experiencing financial
constraints and benefits from strategic focus, operational
improvements, consolidation and an improved capital structure.


* Marks Paneth Among Top Three N.Y. Forensic Accounting Providers
-----------------------------------------------------------------
Marks Paneth LLP has been ranked among the top three forensic
accounting providers serving in the New York metropolitan area in
the New York Law Journal (NYLJ) Annual Reader Rankings Survey.
Marks Paneth is the only major regional firm to be voted among the
top three firms in this category in all five years of the NYLJ
Survey.

"We are pleased that New York's legal community continues to
recognize the substantial forensic accounting expertise Mark
Paneth brings to bear for our clients," said Steven L. Henning,
Ph.D., CPA, Partner-in-Charge of the Litigation and Corporate
Financial Advisory Services Group at Marks Paneth.  "Our practice
is committed to being responsive, timely and cost-effective, as
well as to delivering highly personalized and customized services
to law firms, corporations, insurance carriers, nonprofits and
government agencies."

Marks Paneth's forensic accounting and related services include
comprehensive corporate fraud investigations; securities fraud
investigations and analysis; analysis of financial institution
fraud; bankruptcy fraud investigations; healthcare fraud and abuse
evaluation; insurance fraud detection; fraud prevention and
internal audit consulting; commercial damages, as well as
comprehensive training and education.

The New York Law Journal Annual Reader Rankings Survey is the
result of online ballots completed by over 8,000 attorneys and
legal professionals from solo offices to large companies.  The
2014 survey ranked firms in over 90 categories, including
technology, research, accounting, insurance, financial services,
litigation support, real estate and forensic accounting.

Marks Paneth's forensic accounting team's perspectives on the
marketplace are available in the firm's library at:
http://www.markspaneth.com/library

For more information, please contact Katarina Wenk-Bodenmiller of
Sommerfield Communications, Inc. at (212) 255-8386 or
katarina@sommerfield.com

                      About Marks Paneth LLP

Marks Paneth LLP -- http://www.markspaneth.com-- is an accounting
firm with over 500 people, of whom approximately 65 are partners
and principals.  The firm provides public and private businesses
with a full range of auditing, accounting, tax, consulting,
bankruptcy and restructuring services as well as litigation and
corporate financial advisory services to domestic and
international clients.  The firm also specializes in providing tax
advisory and consulting for high-net-worth individuals and their
families, as well as a wide range of services for international,
real estate, media, entertainment, nonprofit, professional and
financial services, and energy clients.  The firm has a strong
track record supporting emerging growth companies, entrepreneurs,
business owners and investors as they navigate the business life
cycle.

The firm's subsidiary, Tailored Technologies, LLC, provides
information technology consulting services.  In addition, its
membership in Morison International, a leading international
association for independent business advisers, financial
consulting and accounting firms, facilitates service delivery to
clients throughout the United States and around the world.  Marks
Paneth LLP, whose origins date back to 1907, is the 33rd largest
accounting firm in the nation and the 10th largest in the
Mid-Atlantic region.  In addition, readers of the New York Law
Journal rank Marks Paneth as one of the area's top forensic
accounting firms for the fifth year in a row.

Its headquarters are in Manhattan.  Additional offices are in
Westchester, Long Island and the Cayman Islands.


* Kirkland's Bankruptcy Veteran Richard Cieri to Retire
-------------------------------------------------------
Nick Brown and Casey Sullivan, writing for Reuters, reported that
people familiar with the matter said bankruptcy veteran Richard
Cieri is retiring.  According to the report, citing the same
people, Mr. Cieri, who helped turn around companies like Calpine
Corp and Tronox Ltd, is set to step down in early 2015.  Mr. Cieri
is partner at Kirkland & Ellis LLP.


* BOOK REVIEW: Transnational Mergers and Acquisitions
               in the United States
-----------------------------------------------------
Author:     Sarkis J. Khoury
Publisher:  Beard Books
Softcover:  292 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at http://is.gd/hl7cni

Transnational Mergers and Acquisitions in the United States will
appeal to a wide range of readers.  Dr. Khoury's analysis is
valuable for managers involved in transnational acquisitions,
whether they are acquiring companies or being acquired themselves.
At the same time, he provides a comprehensive and large-scale look
at the industrial sector of the U.S. economy that proves very
useful for policy makers even today.  With its nearly 100 tables
of data and numerous examples, Khoury provides a wealth of
information for business historians and researchers as well.

Until the late 1960s, we Americans were confident (some might say
smug) in our belief that U.S. direct investment abroad would
continue to grow as it had in the 1950s and 1960s, and that we
would dominate the other large world economies in foreign
investment for some time to come.  And then came the 1970s, U.S.
investment abroad stood at $78 billion, in contrast to only $13
billion in foreign investment in the U.S.  In 1978, however, only
eight years later, foreign investment in the U.S. had skyrocketed
to nearly #41 billion, about half of it in acquisition of U.S.
firms.  Foreign acquisitions of U.S. companies grew from 20 in
1970 to 188 in 1978.  The tables had turned an Americans were
worried.  Acquisitions in the banking and insurance sectors were
increasing sharply, which in particular alarmed many analysts.

Thus, when it was first published in 1980, this book met a growing
need for analytical and empirical data on this rapidly increasing
flow of foreign investment money into the U.S., much of it in
acquisitions.  Khoury answers many of the questions arising from
the situation as it stood in 1980, many of which are applicable
today: What are the motives for transnational acquisitions? How do
foreign firms plans, evaluate, and negotiate mergers in the U.S.?
What are the effects of these acquisitions on competition, money
and capital markets;  relative technological position; balance of
payments and economic policy in the U.S.?

To begin to answer these questions, Khoury researched foreign
investment in the U.S. from 1790 to 1979.  His historical review
includes foreign firms' industry preferences, choice of location
in the U.S., and methods for penetrating the U.S. market.  He
notes the importance of foreign investment to growth in the U.S.,
particularly until the early 20th century, and that prior to the
1970s, foreign investment had grown steadily throughout U.S.
history, with lapses during and after the world wars.

Khoury found that rates of return to foreign companies were not
excessive.  He determined that the effect on the U.S. economy was
generally positive and concluded that restricting the inflow of
direct and indirect foreign investment would hinder U.S. economic
growth both in the short term and long term.  Further, he found no
compelling reason to restrict the activities of multinational
corporations in the U.S. from a policy perspective.  Khoury's
research broke new ground and provided input for economic policy
at just the right time.

Sarkis J. Khoury holds a Ph.D. in International Finance from
Wharton.  He teaches finance and international finance at the
University of California, Riverside, and serves as the Executive
Director of International Programs at the Anderson Graduate School
of Business.


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***