TCR_Public/140924.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 24, 2014, Vol. 18, No. 266

                            Headlines

357 WILSON AVENUE: Section 341(a) Meeting Scheduled for Oct. 22
357 WILSON AVENUE: Secured Creditor Opposes Use of Property Rents
AFFYMAX INC: Xstelos to Vote Against Plan of Liquidation
ALLIED SYSTEM: Gets Greenlight to Employ CLC & Colliers Int'l.
ART AND ARCHITECTURE: Bid for Relief From Forfeiture Denied

AS SEEN ON TV: Incurs $3.2 Million Net Loss in Second Quarter
AYN WARDO: Voluntary Chapter 11 Case Summary
BAPTIST HOME: Court Sets Oct. 16 as General Claims Bar Date
BOST DISTRIBUTING: Case Summary & 20 Largest Unsecured Creditors
BUFFET PARTNERS: Wants to Assume and Assign 401K Plan to Buyer

CAL DIVE: Has Six Months to Regain NYSE Listing Compliance
CAL DIVE: Executes Commitment Letters for Debt Refinancing
CASH STORE: Default Status Report Per National Policy 12-203
COLLEGE WAY: Court Dismisses Chapter 11 Case
COLORADO CHOICE: A.M. Best Lowers Fin. Strength Rating to 'B'

COMO III APARTMENTS: Windham and Collier Liable to Regions Bank
CORE ENTERTAINMENT: Moody's Lowers Corp. Family Rating to Caa1
CRS HOLDING: Files Schedules of Assets and Liabilities
D&C CARE CENTER: Case Summary & 20 Largest Unsecured Creditors
DE LANGIS LIVING TRUST: Voluntary Chapter 11 Case Summary

DOTS LLC: Has Until January 2015 to File Chapter 11 Plan
DRESSER-RAND GROUP: Moody's Puts Ba2 CFR on Review for Upgrade
ELM CITY FOOD: Grocery Furnishings, Equipment to Be Sold Oct. 1
ERF WIRELESS: Cancels TCA Global Credit Agreement
FIRSTLIGHT HYDRO: S&P Gives B CCR & Affirms BB- Sr. Secured Rating

FLY LEASING: Moody's Raises Senior Unsecured Rating to B2
FLY LEASING: S&P Assigns 'BB' Rating on Sr. Unsecured Notes
FREMONT HOSPITALITY GROUP: George's Admin Claim Granted in Part
FUEL PERFORMANCE: Registers 25.4 Million Shares for Resale
G-MART USA: Files for Chapter 11 Bankruptcy in Miami

GAMESTOP CORP: S&P Retains 'BB+' CCR & Stable Outlook
GAWK INC: Incurs $1.06-Mil. Net Loss for April 30 Quarter
GENERAL CABLE: Moody's Affirms 'B2' Corporate Family Rating
GENERAL CABLE: S&P Affirms 'BB-' CCR & Rates $250MM Sr. Notes 'B+'
GENERAL MOTORS: New GM Not Liable for "Castillo" Settlement

GEO GROUP: S&P Assigns 'B+' Rating on $250MM Sr. Unsecured Notes
GLOBAL COMPUTER: Sec. 341(a) Creditors' Meeting Slated for Oct. 9
GOODING COUNTY SCHOOL: Moody's Cuts $12MM GO Bonds Rating to Ba1
GREAT NORTHERN PAPER: To Liquidate in Bankruptcy
GREEN AUTOMOTIVE: Incurs $9.7-Mil. Net Loss for Second Quarter

HDGM ADVISORY: Court Denies KFH's Request to Appoint Trustee
HDGM ADVISORY: KFH Seeks Chapter 7 Conversion; Debtor Disagrees
HOTEL OUTSOURCE: Amends Q2 Ended June 30 Report
HOYT TRANSPORTATION: Wants Control of Case Through January 2015
IHEARTCOMMUNICATIONS INC: Fitch Keeps CCC Rating on $250MM Notes

IHEARTCOMMUNICATIONS INC: Moody's Retains Caa1 Rating on Notes
IHEARTCOMMUNICATIONS INC: S&P Retains 'CCC+' Rating on 2022 Notes
ITR CONCESSION: In Ch. 11 to Pursue Dual-Track Restructuring
ITR CONCESSION: Wants October Confirmation of Prepack Plan
ITR CONCESSION: To Honor Obligations to Chicago Toll Road

ITR CONCESSION: Wants Until Oct. 31 to File Schedules
KEITH PELZEL: LSI Title Agency et al. Win Summary Judgment
LEHMAN BROTHERS: Barclays Pays $15MM to Settle SEC Claim
LEHMAN BROTHERS: Reaches Settlement on Canary Wharf Claims
MASON COPPELL: Disclosure Statement Hearing Set for October 8

MASON COPPELL: Has Deal Over Payment, Treatment of Oxford Claim
MEDICAL EDUCATIONAL: Court OKs Amendment to R. Velez Retention
MF GLOBAL: Seeks to Make $295MM Payout to Creditors
MILLER AUTO PARTS: Has Interim DIP Loan, Cash Collateral Approval
MILLER AUTO PARTS: Seeks to Tap Scroggins & Williamson as Counsel

MILLER AUTO PARTS: Proposes GGG Partners as Financial Advisor
MILLER AUTO PARTS: Can Employ Logan & Co. as Claims Agent
MILLER AUTO PARTS: Court Issues Joint Administration Order
MISSION NEW ENERGY: Director Reports Initial Interest Notice
MOLYCORP INC: Pegasus Capital No Longer a 5% Shareholder

MUELLER WATER: Moody's Raises Corporate Family Rating to B1
MVB HOLDING: Creditors Begin Filing Claims; Tax Money Escrowed
MVB HOLDING: Meting With Slot Machine Owners Held, Food Donated
MVB HOLDING: Section 341(a) Meeting Set for Nov. 14
MVB HOLDING: Landlord Seeks Stay to Pursue Eviction Proceeding

MVP HEALTH: A.M. Best Affirms 'B+' Finc'l. Strength Rating
NATIONAL CINEMEDIA: S&P Revises Outlook to Neg. & Affirms BB- CCR
NEW BERN RIVERFRONT: Court Rules on Weaver Cooke Claim v. ECM
NEW BERN RIVERFRONT: Court Rules on Weaver Claim v. Randolph Stair
NII HOLDINGS: Seeks to Employ Jones Day as Bankruptcy Counsel

NII HOLDINGS: Taps Alvarez & Marsal as Restructuring Consultant
NORTHERN TIER ENERGY: Moody's Affirms B1 Rating on $275MM Notes
NORTHERN TIER ENERGY: S&P Keeps BB- Rating on $75MM Debt Add-On
ORANGE REGIONAL MEDICAL: Moody's Keeps Ba1 Rating on $248MM Bonds
OXYSURE SYSTEMS: Appoints Clark Hood VP Worldwide Sales

PACIFIC THOMAS: Oct. 16 Hearing on Disclosure Statement Set
PAR PHARMACEUTICAL: Litigation Deal No Impact on Moody's B2 CFR
PCI PHARMA: Biotec Acquisition No Impact on Moody's B2 Rating
PCI PHARMA: S&P Retains 'B' CCR Following $21MM Debt Add-On
PHOENIX PAYMENT: Asks Court to Set Deadlines for Filing Claims

PHOENIX PAYMENT: Gets Final Approval to Avail Loan from Bancorp
PILOT TRAVEL: Moody's Assigns Ba2 Rating on $1.2BB Term Debt
PRM FAMILY: Sept. 29 Hearing on Disclosure Statement Set
QWEST CORP: Fitch Retains 'BB+' Issuer Default Rating
REPUBLIC POWDERED: Taps Logan & Co as Administrative Advisor

REPUBLIC POWDERED: Future Claimant's Rep. Taps YCS&T as Attorney
REPUBLIC POWDERED: To Employ Blackstone as Financial Advisor
REPUBLIC POWDERED: To Hire Evert Weathersby as Asbestos Counsel
RESIDENTIAL CAPITAL: Liquidating Trust Declares Cash Distribution
RESTORA HEALTHCARE: Has Until Oct. 22 to File Plan

REVEL AC: $90MM Straub Offer to be Tested at Today's Auction
RIVER-BLUFF: Hearing on Relief from Stay Continued Until Oct. 7
RIVER-BLUFF: Oct. 7 Hearing on Adequacy of Plan Disclosures
ROCK POINTE: Chapter 11 Trustee Seeks Case Dismissal
RTP LLC: In Default Under $541 Million ORIX Loan, Court Says

RUBIN FAMILY IRREVOCABLE: ACE May Seek Postpetition Legal Fees
SEARS METHODIST: RBC Capital Approved as Investment Banker
SEARS METHODIST: SDI Gets Final Approval to Incur DIP Loan
SEARS METHODIST: SRDC Approved to Incur $2.35MM DIP Financing
SEARS METHODIST: STMRC Wins Final Nod to Use UMB Cash Collateral

SEARS METHODIST: Obligated Debtors OK'd to Use Cash Collateral
SECURITY NATIONAL: Wants to Sell 33 Commercial Properties
SIGA TECHNOLOGIES: Can Use GECC Cash Collateral
SIGA TECHNOLOGIES: Given Until Oct. 30 to File Schedules
SIGA TECHNOLOGIES: Has Interim OK to Pay Critical Vendor Claims

SPECIALTY PRODUCTS: RPM & NMBFil's Sec. 341 Meeting Set for Oct. 7
SUPER BUY FURNITURE: Panel Can Hire Ferraiuoli LLC as Counsel
TELEXFREE LLC: Hearing Held on Greenberg & Alvarez Fees
TELEXFREE LLC: Massachusetts Bank to Pay $3.5-Mil. to Investors
THINKSTREAM INCORPORATED: Sent to Involuntary Chapter 11 by TSB

TOWER GROUP: A.M. Best Withdraws 'C' Issuer Credit Rating
TRIGEANT HOLDINGS: Has Interim DIP Loan Approval
TRIKO LLC: Files for Chapter 11 to Stop Foreclosure
TRIKO LLC: Case Summary & 10 Unsecured Creditors
TRINITY INDUSTRIES: Moody's Affirms Ba1 Corporate Family Rating

TRUMP ENTERTAINMENT: Ultimate Gaming Quits N.J. After Bankruptcy
TRUMP ENTERTAINMENT: Proposes to Sell Gaming Equipment
TTM TECHNOLOGIES: S&P Puts 'BB' CCR on CreditWatch Negative
WARDE ELECTRIC: Appelbaum's Counterclaims Against US Dismissed
WIZARD WORLD: Extends CEO's Employment Until 2018

* LoPucki & Doherty Paper Shows Del., SDNY Preferred Destination

* Joseph Palmore Join MoFo as Appellate Practice Co-Chair
* Kirk Burkley Named Managing Partner at Bernstein-Burkley


                             *********


357 WILSON AVENUE: Section 341(a) Meeting Scheduled for Oct. 22
---------------------------------------------------------------
A meeting of creditors in the bankruptcy case of 357 Wilson
Avenue, LLC, will be held on Oct. 22, 2014, at 9:00 a.m. at Suite
1401, One Newark Center.  Proofs of Claim are due by Jan. 20,
2015.

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

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

357 Wilson Avenue, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D.N.J. Case No. 14-28917) in its home-town in Newark, New
Jersey, on Sept. 16, 2014.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated $10 million to $50 million in assets and
less than $10 million in debt.

The case is assigned to Judge Rosemary Gambardella.

The Debtor is represented by Brian W. Hofmeister, Esq., at
McDonnell Crowley Hofmeister, LLC, in Trenton, New Jersey, as
counsel.

Fernando Vidal, the managing member and owner, signed the
bankruptcy petition.


357 WILSON AVENUE: Secured Creditor Opposes Use of Property Rents
-----------------------------------------------------------------
Crown Bank, a secured creditor of 357 Wilson Avenue, LLC, asks the
U.S. Bankruptcy Court for the District of New Jersey to prohibit
the Debtor from using the property that secures its prepetition
indebtedness from the bank.

Crown Bank explains that the Debtor is a single-asset entity with
no equity in the property, nor does the Debtor have any effective
means in which to reorganize because the bank owns all rents being
generated by the Property.  The rents are not property of the
bankruptcy estate under Section 541(a) of the Bankruptcy Code
because rights thereto were absolutely assigned to Morgan Stanley
Mortgage Capital Holdings, LLC, which subsequently assigned those
rights to Crown Bank.  Moreover, Crown Bank asserts that the
Debtor's bankruptcy proceeding was filed in bad faith on the same
day scheduled for the sale of the property.

Crown Bank is represented by:

         Richard D. Trenk, Esq.
         Joao F. Magalhaes, Esq.
         TRENK, DIPASQUALE, DELLA FERA & SODONO, P.C.
         347 Mt. Pleasant Avenue, Suite 300
         West Orange, NJ 07052
         Tel: (973) 243-8600

357 Wilson Avenue, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D.N.J. Case No. 14-28917) in its home-town in Newark, New
Jersey, on Sept. 16, 2014.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated $10 million to $50 million in assets and
less than $10 million in debt.

The case is assigned to Judge Rosemary Gambardella.

The Debtor is represented by Brian W. Hofmeister, Esq., at
McDonnell Crowley Hofmeister, LLC, in Trenton, New Jersey, as
counsel.

Fernando Vidal, the managing member and owner, signed the
bankruptcy petition.


AFFYMAX INC: Xstelos to Vote Against Plan of Liquidation
--------------------------------------------------------
Xstelos Holdings, Inc., disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that it intends to vote
its shares against Affymax Inc.'s proposed plan of liquidation at
the Sept. 23, 2014, special meeting of shareholders.  Xstelos owns
approximately 5.0% of the outstanding shares of common stock of
Affymax.

The Company's management and Board of Directors have proposed a
plan of liquidation whereby, according to Affymax's Definitive
Proxy Statement on Schedule 14A filed on Aug. 18, 2014, the
Company's shareholders are estimated to receive between $0.05 and
$0.06 per share.  Xstelos continues to believe that the
consideration shareholders are expected to receive under the Plan
of Liquidation is woefully inadequate.  In fact, Xsteles
maintains, the shares have not closed below $0.13 per share
following the filing of the Xstelos's Schedule 13D on Aug. 22,
2014, and no lower than $0.16 per share following the filing of
Amendment No. 1 to the Schedule 13D on Aug. 25, 2014, which is
nearly triple the amount that shareholders are expected to receive
under the Plan of Liquidation.  Xstelos believes this level of
trading indicates the market's belief that the Plan of Liquidation
would represent a clearly undervalued transaction, and is not in
the shareholders' best interests.

According to Xstelos, the Board and management had a fiduciary
obligation to conduct a complete and extensive evaluation of all
reasonable alternatives prior to proposing a transaction such as
the Plan of Liquidation.

Xsteles said it is disappointed that it received limited responses
to its proposals, and in fact received no substantive response to
its formal proposal dated Aug. 25, 2014.  Pursuant to the Xstelos
Proposal, Xstelos offered to, among other things, tender, at $0.10
per share, for up to 25% of the outstanding shares of the Company,
subject to limitations under Section 382 of the Internal Revenue
Code of 1986, as amended.  Under the Xstelos Proposal, the tender
price would have been approximately double the amount estimated by
the Company to be received by shareholders in the Plan of
Liquidation."

"We believe that the Board, consistent with its fiduciary duties,
is under an obligation to complete a full and thorough review of
all strategic alternatives to the Plan of Liquidation, including
the Xstelos Proposal, in order to maximize value for shareholders.
In the event that the Plan of Liquidation is not approved, we
intend to pursue all options available to enhance shareholder
value, including, among other things, further discussions with
management and the Board regarding the Xstelos Proposal and other
value maximizing transactions, as well as seeking the election of
new director candidates to the Board who are committed to
maximizing shareholder value," Xstelos stated in the filing.

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

                         http://is.gd/xx0tMK

                            About Affymax

Affymax, Inc. (Nasdaq: AFFY) is a biopharmaceutical company based
in Palo Alto, California.  In March 2012, the U.S. Food and Drug
Administration approved the Company's first and only product,
OMONTYS(R) (peginesatide) Injection for the treatment of anemia
due to chronic kidney disease in adult patients on dialysis.
OMONTYS is a synthetic, peptide-based erythropoiesis stimulating
agent, or ESA, designed to stimulate production of red blood cells
and has been the only once-monthly ESA available to the adult
dialysis patient population in the U.S.  The Company co-
commercialized OMONTYS with its collaboration partner, Takeda
Pharmaceutical Company Limited, or Takeda during 2012 until
February 2013, when the Company and Takeda announced a nationwide
voluntary recall of OMONTYS as a result of safety concerns.

                         Bankruptcy Warning

The Company said in the Quarterly Report for the period ended
March 31, 2014, "Because we have not made an irrevocable decision
to liquidate, the accompanying condensed financial statements have
been prepared under the assumption of a going concern basis that
contemplates the realization of assets and liabilities in the
ordinary course of business.  Operating losses have been incurred
each year since inception, resulting in an accumulated deficit of
$559.5 million as of March 31, 2014.  Nearly all of our revenues
to date have come from our collaboration with Takeda.  As a result
of the February 23, 2013 nationwide voluntary recall of OMONTYS
and the suspension of all marketing activities, there is
significant uncertainty as to whether we will have sufficient
existing cash to fund our operations for the next 12 months.
Given our limited resources, there is no assurance that we will be
able to reduce our operating expenses enough to meet our existing
and future obligations and conduct ongoing operations.  If we do
not have sufficient funds to continue operations, we could be
required to liquidate our assets, seek bankruptcy protection or
other alternatives.  Any failure to dispel any continuing doubts
about our ability to continue as a going concern could adversely
affect our ability to enter into collaborative relationships with
business partners.  These matters raise substantial doubt about
our ability to continue as a going concern.  Our financial
statements do not include any adjustments that may result from the
outcome of this uncertainty."

Affymax reported a net loss of $14.42 million in 2013 following a
net loss of $93.41 million in 2012.  As of June 30, 2014, the
Company had $5.38 million in total assets, $214,000 in total
liabilities, all current, and $5.17 million in total stockholders'
equity.

Ernst & Young LLP, in Redwood City, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that there is significant uncertainty as to whether the Company
will have sufficient financial resources to fund its operations
for the next 12 months.  This condition raises substantial doubt
about the Company's ability to continue as a going concern.


ALLIED SYSTEM: Gets Greenlight to Employ CLC & Colliers Int'l.
--------------------------------------------------------------
Allied System Holdings Inc. and its debtor affiliates won
permission from the U.S. Bankruptcy Court for District of Delaware
to employ:

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

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

As previously reported in the Sept. 5, 2014 edition of The
Troubled Company Reporter, CLC will provide these services, among
other things: (a) serve as exclusive agent for the sale of the
Tennessee Property through Dec. 31, 2014; (b) prepare a marketing
package and other materials regarding the sale of the Tennessee
Property; and (c) exercise its best efforts on a continuing basis
to promote the sale of the Tennessee Property and take all actions
reasonable and necessary to procure a purchaser for the Property.

The TCR also reported that Colliers Services will provide these
services, among other things: (a) serve as exclusive agent for the
sale of the South Carolina Property through Dec. 31, 2014; (b)
employ its best efforts and the best efforts of it's agents and
staff to secure a contract of sale for the South Carolina Property
upon such terms as may be agreeable to the Debtors; and (c)
advertise the South Carolina Property as Colliers deems
advisable in those advertising media of merit customarily used in
the area.

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

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

                   About Allied Systems Holdings

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

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

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

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

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

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

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

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

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

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

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


ART AND ARCHITECTURE: Bid for Relief From Forfeiture Denied
-----------------------------------------------------------
Debtor Art and Architecture Books of the 21st Century came on for
trial before the U.S.Bankruptcy Judge on April 23, May 7 and 14,
2014, pursuant to the judgment of the U.S. District Court for the
Central District of California, entered on January 15, 2014, on
the appeal of landlord AERC Desmond's Tower LLC reversing the
court's prior decision granting the Debtor's motion to assume the
Master Lease (NNN), 5500 Wilshire Blvd., Los Angeles, California
("Lease") and remanding for proceedings consistent with the
District Court Judgment, specifically, to determine the Debtor's
request for relief from forfeiture of the terminated Lease
pursuant to state law (i.e., the District Court "concluded that,
with respect to Debtor's eligibility for relief from forfeiture,
it would permit the Bankruptcy Court to address the full scope of
the arguments and potential factual issues on remand.").

The Official Committee of Unsecured Creditors in this case
supports the Debtor's request for relief from forfeiture of the
Lease and assumption of the Lease.  The Landlord opposes the
request and motion.

In a September 18, 2014 Memorandum Decision available at
http://is.gd/wAlwtbfrom Leagle.com, Bankruptcy Judge Robert Kwan
held that the Debtor contractually waived its right to relief from
forfeiture of the Lease under both California Code of Civil
Procedure Sec. 1179 and California Civil Code Sec. 3275 and
therefore it may not assume the Lease after its termination.
Accordingly, the Debtor's request for relief from forfeiture and
motion to assume the Lease should be denied.

Art and Architecture Books of the 21st Century, dba Ace Gallery,
filed for a voluntary Chapter 11 petition on Feb. 19, 2013, in the
U.S. Bankruptcy Court for the Central District of California, Case
No. 13-14135.  The petition was signed by Douglas Chrismas,
president.  Judge Robert Kwan presides over the case.  Joseph A.
Eisenberg, Esq., at Jeffer Mangels Butler & Mitchell LLP, serves
as counsel.  The Debtor reported $1 million to $10 million in
assets and $10 million to $50 million in debts.


AS SEEN ON TV: Incurs $3.2 Million Net Loss in Second Quarter
-------------------------------------------------------------
As Seen On TV, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.19 million on $3.38 million of revenues for the three months
ended June 30, 2014, compared to a net loss of $652,785 on $3.81
million of revenues for the same period in 2013.

For the six months ended June 30, 2014, the Company reported a net
loss of $4.43 million on $6.58 million of revenues compared to a
net loss of $1.23 million on $9.19 million of revenues for the
same period a year ago.

The Company's balance sheet at June 30, 2014, showed $39.83
million in total assets, $46.31 million in total liabilities,
$2.70 million in redeemable preferred stock, and a $9.18 million
total stockholders' deficiency.

                         Bankruptcy Warning

"We have experienced losses from operations since our inception
and cannot predict how long we will continue to incur losses or
whether we ever become profitable.  We have relied on a series of
private placements of secured and unsecured promissory notes; the
most recent promissory note sale was a senior secured promissory
note on April 3, 2014 in the amount of $10,180,000 whereby the
Company received net proceeds of approximately $8,400,000 after
debt issuance costs and original issuance discount.

"The Ronco is currently in default on $1,545,000 of its
outstanding 18% promissory notes.  Ronco is also in default on its
1.5% Secured Promissory Note with a current outstanding balance of
$8,620,000; however, on March 7, 2014, Ronco and certain creditors
entered into a forbearance agreement whereby each creditor will
forbear from exercising its rights and remedies under the 1.5%
Secured Promissory Note for up to 1 year provided Ronco does not
default on the forbearance agreement.

"Currently, the Company does not have a line of credit to draw
upon.  The Company's commitments and contingencies will either
utilize future operating cash flow or require the sale of debt or
equity securities to fulfill the commitments.

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

   * Significantly curtailing costs and consolidating operations,
     where feasible.

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

   * Reducing operations to conserve cash.

   * Deferring certain marketing activities.

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

There can be no assurance that we will be able to secure the
additional funding we need.  If our efforts to do so are
unsuccessful, we will be required to further reduce or eliminate
our operations and/or seek relief through a filing under the U.S.
Bankruptcy Code.  These factors, among others, raise substantial
doubt about our ability to continue as a going concern.  The
accompanying condensed consolidated financial statements do not
include any adjustments to the recoverability and classification
of asset carrying amounts or the amount and classification of
liabilities that might result from the outcome of these
uncertainties."

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

                        http://is.gd/brlCZL

                         About As Seen on TV

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

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

The Company incurred a net loss of $9.32 million on $1.98 million
of revenues for the year ended March 31, 2014, as compared with
net income of $3.69 million on $9.40 million of revenues for the
year ended March 31, 2013.

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


AYN WARDO: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: AYN Wardo Realty, LLC
        1512 Atwood Avenue
        Johnston, RI 02919

Case No.: 14-12138

Chapter 11 Petition Date: September 22, 2014

Court: United States Bankruptcy Court
       District of Rhode Island (Providence)

Debtor's Counsel: Michael W. Favicchio, Esq.
                  LAW OFFICES OF MICHAEL W. FAVICCHIO
                  117 Metro Center Blvd, Suite 2001
                  Warwick, RI 02886
                  Tel: (401) 691-3520
                  Fax: 691-3570
                  Email: mike@favilaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Edmond Shabo, member/manager.

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


BAPTIST HOME: Court Sets Oct. 16 as General Claims Bar Date
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has entered an Order in the Chapter 11 bankruptcy cases of The
Baptist Home of Philadelphia d/b/a Deer Meadows Retirement
Community and The Baptist Home Foundation establishing October 16,
2014 as the claims bar date for all persons and entities other
than government units.

The government bar date is October 22, 2014.

The Bar Date Order requires that any claims against one or both
Debtors be filed by submitting against the applicable Debtor a
proof of claim, substantially similar in form to the Official Form
10 available at http://www.paeb.uscourts.gov, with the Court: 900
Market Street, Suite 400, Philadelphia PA 19107 so that such proof
of claim is actually received by the Court on or before the Bar
Date.

Any person or entity that is required to file a proof of claim but
fails do so on or before the Bar Date shall be barred from (a)
asserting any claim in an amount exceeding the amount, if any,
that is set forth in the Debtors' bankruptcy schedules, or that is
of a different nature or in a different classification (such claim
is an "Unscheduled Claim") and (b) voting upon, or receiving
distributions under, any plan of reorganization with respect to
such Unscheduled Claim.

              About The Baptist Home of Philadelphia

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

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

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

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

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

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

Pepper Hamilton LLP represents the Official Committee of Unsecured
Creditors.


BOST DISTRIBUTING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Bost Distributing Company, Inc.
        Post Office Box 447
        Sanford, NC 27331

Case No.: 14-05495

Chapter 11 Petition Date: September 22, 2014

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

Judge: Hon. Randy D. Doub

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

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by James Bost, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nceb14-05495.pdf


BUFFET PARTNERS: Wants to Assume and Assign 401K Plan to Buyer
--------------------------------------------------------------
The Bankruptcy Court on May 12, 2014, approved the sale of
substantially all assets of Buffet Partners, L.P. and Buffet G.P.,
Inc., to Chatham Credit Management III, LLC or its designee, Fresh
Acquisitions, LLC. The sale closed on June 20, 2014.

John E. Mitchell, Esq., at Baker & McKenzie LLP, in Dallas, Texas,
relates that the sale is governed by an asset purchase agreement,
which originally provided that Buffet Partners' 401k Plan was to
be terminated, with balances of investments for non-transferred
employees administered according to applicable law or transferred
to a new investment savings plan. At sale closing, Fresh
Acquisition determined that it would be most efficient to simply
assume the 401k Plan and all appurtenant liabilities.

Accordingly, Buffet Partners seeks the Court's authority to assume
and assign the 401k Plan to Fresh Acquisition, thus amending the
purchasing agreement.

Buffet Partners is represented by:

     John E. Mitchell, Esq.
     Rosa A. Shirley, Esq.
     BAKER & MCKENZIE LLP
     Trammell Crow Center
     2001 Ross Avenue, Suite 2300
     Dallas, Texas 75201
     Tel: (214) 978-3000
     Fax: (214) 978-3099
     Email: john.mitchell@bakermckenzie.com
     Email: rosa.shirley@bakermckenzie.com

                      About Buffet Partners

Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a
restaurant chain with 29 restaurants in Arizona, Arkansas, New
Mexico, Oklahoma and Texas.  With a 65+ year operating history,
Furr's -- http://www.furrs.net/-- operates straight-line and
scatter-bar buffet units that feature a variety of all-you-can-eat
and home-cooked foods served at an affordable price.  Buffet
Partners was formed to purchase Furr's in September 2003.

Headquartered in Plano, Texas, Buffet Partners and an affiliate
sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No.
Case No. 14-30699) on Feb. 4, 2014.

Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors.
Bridgepoint Consulting is the financial advisor.

Buffet Partners disclosed $33,281,729 in assets and $48,926,256 in
liabilities as of the Chapter 11 filing.

William T. Neary, U.S. Trustee for Region 6, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors.  Bradford J. Sandler, Esq., at Pachulski Stang Ziehl &
Jones LLP serves as its counsel.  Mesirow Financial Consulting,
LLC, serves as its financial advisors.

The restaurant was founded in 1946 by Roy Furr, and expanded to
approximately 60 locations as a family-owned business for over 35
years.  In 1980, it was acquired by Kmart Corporation.  Kmart
ultimately sold Furr's in a leveraged buy-out which subsequently
went public in 1986.  Following a take-private transaction, the
Company entered a period of decline due to its debt burden,
culminating in a restructuring and reorganization under chapter 11
in 2003 in Dallas, Texas.


CAL DIVE: Has Six Months to Regain NYSE Listing Compliance
----------------------------------------------------------
On September 8, 2014, Cal Dive International, Inc. received notice
from the New York Stock Exchange that it does not currently
satisfy the minimum share price standard for continued listing of
the Company's common stock.  Specifically, on August 27, 2014, the
30-trading-day average closing price per share of the Company's
common stock was below $1.00, the minimum average share price
required for continued listing under NYSE rules.

As required by NYSE rules, the Company intended to notify the NYSE
by September 22, 2014 of its intent to cure the share price
deficiency and to return to compliance with this continued listing
standard.  Under NYSE rules, the Company has six months to regain
compliance with this continued listing standard and avoid
delisting, subject to possible extension through the date of the
Company's next annual meeting of stockholders, should stockholder
approval be required to effect a strategy to cure the share price
deficiency.  In particular, each of the ending and 30-trading-day
average share prices of the Company's common stock must equal or
exceed $1.00 by March 8, 2015 (unless extended) or on the last
trading day of any month prior to that date.

The Company is considering its available options to regain
compliance and is pursuing various strategies to satisfy the
continued listing standard, including restoring investor
confidence by executing on its previously-announced plan to
refinance its senior secured revolving credit facility, which it
expects to complete by September 30, 2014.  In addition, the
Company continues to develop and complete ongoing restructuring
initiatives to improve operations and reduce costs.

The Company's common stock continues to be listed and to trade on
the NYSE, subject to the Company's compliance with other NYSE
continued listing requirements.  The NYSE notification does not
affect the Company's business operations or its Securities and
Exchange Commission reporting requirements.  The Company's receipt
of this notification did not trigger a fundamental change with
respect to the Company's 5.0% convertible senior notes due 2017,
or otherwise affect any of the Company's existing contractual or
debt obligations.

               About Cal Dive International, Inc.
Cal Dive International, Inc., headquartered in Houston, Texas, is
a marine contractor that provides manned diving, pipelay and pipe
burial, platform installation and salvage, and light well
intervention services to the offshore oil and natural gas industry
on the Gulf of Mexico OCS, Northeastern U.S., Latin America,
Southeast Asia, China, Australia, West Africa, the Middle East,
and Europe, with a diversified fleet of dive support vessels and
construction barges.


CAL DIVE: Executes Commitment Letters for Debt Refinancing
----------------------------------------------------------
Cal Dive International, Inc. on Aug. 22 disclosed that it has
executed commitment letters with three financial institutions
providing for a $125 million senior secured credit facility that
may consist of both a term facility and revolving facility to
refinance the Company's existing revolving credit facility and
provide additional liquidity to the Company.  The commitment
letters are subject to customary closing conditions.  As
previously disclosed, the Company was required to provide executed
commitment letters acceptable to its existing revolving lenders
for the refinancing of its revolving credit facility by August 27,
2014, or waivers with respect to the Company's loan agreements
would have expired on September 2, 2014.  The revolving lenders
have confirmed that the commitment letters obtained by the Company
are acceptable and the waiver period will not expire until
September 30, 2014.  The Company expects to complete the
refinancing of the revolving credit facility in advance of the
expiration of the waivers.  Upon completion of the refinancing and
related amendments to the financial covenants under its loan
agreements, the Company expects that all of its indebtedness will
be reclassified to long-term debt on its balance sheet.

               About Cal Dive International, Inc.

Cal Dive International, Inc., headquartered in Houston, Texas, is
a marine contractor that provides manned diving, pipelay and pipe
burial, platform installation and salvage, and light well
intervention services to the offshore oil and natural gas industry
on the Gulf of Mexico OCS, Northeastern U.S., Latin America,
Southeast Asia, China, Australia, West Africa, the Middle East,
and Europe, with a diversified fleet of dive support vessels and
construction barges.


CASH STORE: Default Status Report Per National Policy 12-203
------------------------------------------------------------
The Cash Store Financial Services Inc. provided a default status
report in accordance with the alternative information guidelines
in National Policy 12-203 Cease Trade Orders for Continuous
Disclosure Defaults.

On May 16, 2014, the Company announced that it was not able to
file an interim financial report and interim management's
discussion and analysis for the period ended March 31, 2014,
together with the related certifications of those interim filings
by May 15, 2014, the deadline prescribed by securities
legislation.

The Company said that, except as disclosed in previous press
releases, there have been no material changes to the information
contained in the Default Announcement or any other changes
required to be disclosed by National Policy 12-203.

The Company still intends to file the Continuous Disclosure
Documents as soon as is commercially reasonable, or as required by
the Ontario Superior Court of Justice (Commercial List) pursuant
to the Cash Store Financial's Companies' Creditors Arrangement Act
("CCAA") proceedings.

The Monitor has filed with the Court periodic reports which have
included Cash Store Financial's cash flow projections and other
financial information concerning the Company.  The Company
anticipates that the Monitor will continue to file reports with
the Court (and post them on its website), updating relevant
financial information concerning the Company.  The Monitor's
reports, Court records and other details regarding the Company's
CCAA proceedings are available on the Monitor's Web site at
http://cfcanada.fticonsulting.com/cashstorefinancial/.

                   About Cash Store Financial

Cash Store Financial and Instaloans primarily act as lenders to
facilitate short-term advances and provide other financial
services to income-earning consumers who may not be able to obtain
them from traditional banks.  Cash Store Financial also provides
private-label debit cards.

Cash Store Financial is not affiliated with Cottonwood Financial
Ltd. or the outlets Cottonwood Financial Ltd. operates in the
United States under the name "Cash Store".  Cash Store Financial
does not do business under the name "Cash Store" in the United
States and does not own or provide any consumer lending services
in the United States.

Cash Store Financial reported a net loss and comprehensive loss of
C$35.53 million for the year ended Sept. 30, 2013, as compared
with a net loss and comprehensive loss of C$43.52 million for the
year ended Sept. 30, 2012.  As of Sept. 30, 2013, the Company had
C$164.58 million in total assets, C$165.90 million in total
liabilities and a C$1.32 million shareholders' deficit.


COLLEGE WAY: Court Dismisses Chapter 11 Case
--------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washing
approved the motion filed by Gail Brehm Geiger, Acting U.S.
Trustee for the Western District of Washington, to dismiss College
Way Commercial Plaza, LLC's Chapter 11 case.

As reported in the Troubled Company Reporter on July 31, 2014, the
U.S. Trustee asserted that College Way Commercial failed to (i)
file monthly financial reports for February, March, April and May
2014, and (ii) pay the U.S. Trustee's quarterly fees, which were
due on April 30.  She contended that the actions of the Debtor
constitute "cause" for conversion or dismissal.  The U.S. Trustee
said she is aware of no "unusual circumstances", which would
prevent conversion or dismissal from being in the best interests
of creditors.  The TCR further related on Aug. 19, 2014 that ECP
College Way, LLC, lender to the Debtor, joined in the U.S.
Trustee's Case Dismissal Motion.

              About College Way Commercial Plaza, LLC

College Way Commercial Plaza, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Wash Case No. 13-47724) on Dec. 19, 2013.
The petition was signed by Sherwood B Korssjoen as member and
manager.  The Debtor disclosed $29,160,000 in assets and
$21,444,155 in liabilities as of the Chapter 11 filing.  Masafumi
Iwama, Esq., at Iwama Law Firm, serves as the Debtor's counsel.
Judge Brian D Lynch presides over the case.

College Way sought bankruptcy protection one day before a
scheduled foreclosure auction of its asset.  ECP College Way LLC
tried to foreclose on the collateral.  ECP is the holder of
certain indebtedness owed by the Debtor in the original principal
amount of $21.1 million.

College Way estimates that Lacey Crossroads is valued between $26
million and $29.5 million.


COLORADO CHOICE: A.M. Best Lowers Fin. Strength Rating to 'B'
-------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Good) and the issuer credit rating to "bb+" from
"bbb-" of Colorado Choice Health Plans (Colorado Choice) (Alamosa,
CO).  Additionally, A.M. Best has removed these ratings from under
review with negative implications.  The outlook assigned to both
ratings is stable.

The rating actions reflect the lack of material capital
improvement and/or any material signs of progress on its various
strategic initiatives aimed at bolstering capital since the
ratings were placed under review with negative implications on
April 16, 2014, which followed a $2.1 million deterioration in
absolute capital reported for year-end 2013.  A.M. Best believes
the organization presently maintains an inadequate level of risk-
adjusted capital, as measured by Best's Capital Adequacy Ratio
(BCAR), for its current insurance and investment risks, as well as
planned future growth.  A.M. Best will continue to closely monitor
the organization's discussions with external parties regarding
capital raising initiatives under consideration, as well as its
operating results, in the near-to-medium term.

Further deterioration in capitalization, a significant fluctuation
in premium revenue, poor operating performance and/or business
disruption related to the direct/indirect impact of health care
reform could have further negative rating implications.
Conversely, a future positive rating action could occur if a
material increase in both risk-adjusted and absolute capital
materializes while the company maintains its quality of capital,
organic profitable revenue growth occurs across all of its
segments and a more consistent profitability emerges.


COMO III APARTMENTS: Windham and Collier Liable to Regions Bank
---------------------------------------------------------------
District Judge Debra M. Brown granted the motion for summary
judgment filed by Regions Bank in its lawsuit, which seeks to
enforce the terms of commercial guaranty agreements executed by
Defendants Gregory W. Collier and Kenneth Windham.

Before they sold their interests in 2007, Messrs. Windham and
Collier owned Como III Apartments, LLC.  Regions Bank argues that
there is no genuine issue of material fact that Como III defaulted
on its debt, and that Messrs. Collier and Windham are liable for
the amount owed to Regions Bank by Como III.

On October 31, 2003, Como III, through Messrs. Windham and
Collier, executed a promissory note in favor of Union Planters
Bank NA.  The note, which carried a principal of $502,753 and an
initial interest rate of 5%, required Como III to "pay [the] loan
in one payment . . . on October 31, 2004."  Como III secured the
note by executing in favor of Union Planters a deed of trust on
property located in Como, Mississippi.  Regions became the
successor in interest to Union Planters.

In 2007, Windham and Collier sold their ownership interests in
Como III to Affordable Housing Mississippi, LLC, and Kenneth
Farrar.  Prior to the sale, the defendants, on Como III's behalf,
"made all payments [on the promissory note] as they became due."

In 2010, Affordable Housing Mississippi filed for bankruptcy in
the Bankruptcy Court of the Northern District of Mississippi. See
In Re Affordable Hous. Mississippi LLC, No. 10-14827 (Bankr. N.D.
Miss. 2010).

At an unspecified time in 2012, Como III defaulted on the modified
promissory note.

Regions filed the lawsuit on December 10, 2012.  Regions asserts a
single claim for breach of contract arising from the Defendants'
alleged failure to perform under their respective guaranties.

According to Regions Bank, as of December 3, 2013, Como III owed
Regions Bank: (1) principal in the amount of $204,054.81; (2)
interest in the amount of $13,328.02; and (3) late fees in the
amount of $5,208.00.  Also as of December 3, 2013, Regions Bank
had incurred $16,782.05 in attorneys' fees and legal expenses in
connection with prosecuting this action.

On January 9, 2014, the bankruptcy court issued an Order
Confirming Chapter 11 Plan in Affordable Housing Mississippi's
bankruptcy case.  The January 9 order provided that: "The
objection of Regions Bank was resolved by agreement of the Debtor
and Regions that, while the Debtor is obligated on the Regions
indebtedness, the collateral held by Regions to secure its
indebtedness is not property of this bankruptcy estate. Regions,
in its discretion, may accept payments from the Debtor, but its
secured claims are otherwise not affected by this order."

According to Judge Brown, Regions' motion for summary judgment
must be granted as to the liability of the defendants for breach
of contract, with the Court reserving ruling as to the amount of
damages. The parties are directed to provide additional briefing
on the issue of damages.

The case is, REGIONS BANK, Plaintiff, v. GREGORY W. COLLIER; and
KENNETH WINDHAM, Defendants, NO. 1:12-CV-00262-DMB-DAS (N.D.
Miss.).  A copy of Judge Brown's September 18, 2014 Memorandum
Opinion and Order is available at http://is.gd/QJMT0Ofrom
Leagle.com.

Regions Bank is represented by George Robert Parrott, II, Esq.,
and Henry C. Shelton, III, Esq., at Adams and Reese LLP.

Gregory W. Collier and Kenneth Windham are represented by Thomas
H. Comer, Jr., Esq., at Comer Law Firm.


CORE ENTERTAINMENT: Moody's Lowers Corp. Family Rating to Caa1
--------------------------------------------------------------
Moody's Investors Service downgraded CORE Entertainment Inc.'s
(CORE) corporate family rating (CFR) to Caa1 from B3 and the 1st
lien term loan was downgraded to B2 from B1. The 2nd lien term
loan was affirmed at Caa2. The outlook was changed to negative
from stable.

The downgrade reflects the material decline in ratings and revenue
from American Idol (Idol) in the first half of 2014 as well as
declines in revenue from its So You Think You Can Dance (Dance)
show and its Sharp Entertainment division. The sale of the
company's ownership interest in Elvis Presley Enterprises (Elvis)
and Muhammad Ali Enterprises for $120 million in 2013 increased
the EBITDA concentration to its Idol franchise and magnifies the
impact of the decline of its existing businesses. The decrease in
EBITDA causes leverage to increase above 10x (excluding cash) and
Moody's expect negative free cash flow going forward. The large
cash balance of $108 million as of Q2 2014 provides the company
with the ability to meet all near term liquidity needs and
reinvest the sale proceeds into higher growth assets.

The shared service agreement entered into with Endemol USA
Holdings, Inc. (Endemol) is expected to lead to cost savings and
help improve operations going forward. However, Moody's anticipate
that improving results at Idol will be challenging and growing its
content production business may take several years to achieve
given the time frame necessary to develop financially profitable
new content.

A summary of the rating actions are listed below:

Issuer: CORE Entertainment, Inc.

Corporate Family Rating, downgraded to Caa1 from B3

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

$200 million Senior Secured 1st Lien Term Loan due 2017,
downgraded to B2 (LGD2) from B1 (LGD2)

$160 million Senior Secured 2nd Lien Term Loan due 2018, affirmed
at Caa2 (LGD5)

Outlook, changed to Negative from Stable

Ratings Rationale

CORE's Caa1 CFR reflects the company's leverage of over 10x as of
Q2 2014 (including Moody's standard adjustments and excluding
cash), negative expected free cash flow, and its high
concentration of EBITDA attributable to its Idol franchise that
suffered material declines in 2014. The concentration to Idol and
related revenue is especially relevant as Idol will return in
2015, but the terms of the broadcast contract for Idol has not
been finalized as of this publication date. Its Dance show that
airs during the summer has been a successful series, but is up for
renewal at the end of each season and an eventual replacement will
need to be found for this show. Ratings are also constrained by
the company's very small scale and Moody's expectation of
continued competition from similarly themed entertainment based
shows that have pressured TV ratings and revenue. Moody's
anticipate that leverage will remain very high absent a
deleveraging transaction.

CORE's ratings are supported by the large cash balance due to the
sale of the Elvis business which Moody's expect to be reinvested
back into the business through additional acquisitions or
investments. While the sale of the Elvis business increased the
earnings concentration from its Idol and Dance shows, it provides
the company liquidity and an opportunity to invest in potentially
faster growing media content. The company also benefits from the
shared service agreement with Endemol (which is also owned Apollo)
that is expected to lead to cost savings, improved content
development, and exposure to Endemol's international distribution
network.

CORE's liquidity profile is expected to be good going forward as a
cash balance of $108 million as of Q2 2014 will provide the
company with the resources to meet all near term liquidity needs
and make acquisitions or investments going forward. Moody's
expects the company will generate negative free cash flow over the
next year and business is expected to be highly seasonal. CORE
does not have a revolving credit facility in place and borrowed
$15 million from Apollo to fund the Sharp acquisition which is
payable upon demand. However, CORE has no significant maturities
until the 1st lien Term Loan matures in June 2017.

The negative outlook reflects the very high leverage, material
declines from Idol as well as uncertainty about the TV ratings and
financial performance in 2015. The shared service agreement with
Endemol and large cash balance are positives but the company faces
notable challenges turning around its existing business and
developing new revenue streams.

Given the negative outlook, high leverage, and exposure to its
Idol franchise, a rating upgrade is not currently anticipated.
However, the outlook could be changed to stable if the company is
able to reinvest its cash into EBITDA generating opportunities and
stabilizes its existing businesses so that leverage declines below
7.5x and generates positive free cash flow. An adequate liquidity
position and confidence that the debt maturities in 2017 and 2018
could be met would also be required.

The ratings could face downward pressure if the financial
performance from its Idol and Dance shows declines further or if
the cash balance is not reinvested into positive EBITDA generating
businesses so that the company faces an increased risk of default
at maturity or from a missed interest payment. A distress debt
exchange could also lead to negative rating action and would be
considered a selective default.

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

CORE Entertainment, Inc. ("CORE") (fka CKX Entertainment, Inc.)
owns and develops entertainment content worldwide. It holds
proprietary rights to the American Idol and So You Think You Can
Dance series through its co-ownership of these brands. The company
also acquired 100% of Sharp Entertainment LLC ("Sharp"), a reality
television production company, in July 2012 for approximately
$38.6 million. For the LTM through Q2, 2014 the company generated
revenue of approximately $168 million.


CRS HOLDING: Files Schedules of Assets and Liabilities
------------------------------------------------------
CRS Holding of America, LLC, filed with the U.S. Bankruptcy Court
for the Middle District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property              $812,470
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $29,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $2,230,655
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $6,329,666
                                 -----------      -----------
        TOTAL                       $812,470      $37,560,321

                   About CRS Holding of America

CRS Holding of America, LLC, operates a full service electronics
recycling business, providing e-waste recycling solutions for
organizations of all sizes.  CRS's offerings are designed to meet
customers' demand for data security and environmental compliance.

CRS Holding and 21 subsidiaries sought Chapter 11 protection
(Bankr. M.D. Fla. Case No. 14-bk-10142) in Tampa, Florida, on Aug.
29, 2014.

CRS estimated total assets of $50 million to $100 million and debt
of $10 million to $50 million.  The Debtors' outstanding loan
balances to secured creditors are: Regions Bank, $15 million; JY
Creative Holdings, Inc. $6.8 million; and Intersection, LLC,
$250,000.  The Debtors estimate that general unsecured claims
total $5 million.

The cases are assigned to Judge K. Rodney May.

The Debtors have tapped Shumaker, Loop & Kendrick, LLP, as
counsel.


D&C CARE CENTER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: D&C Care Center, Inc.
           dba Sunrise Convalescent Hospital
        1640 North Fair Oaks
        Pasadena, CA 91103

Case No.: 14-28039

Nature of Business: Health Care

Chapter 11 Petition Date: September 22, 2014

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

Judge: Hon. Sheri Bluebond

Debtor's Counsel: Jerome Bennett Friedman, Esq.
                  FRIEDMAN LAW GROUP, P.C.
                  1900 Ave of the Stars 11th Fl
                  Los Angeles, CA 90067-4409
                  Tel: 310-552-8210
                  Fax: 310-733-5442
                  Email: jfriedman@flg-law.com

Total Assets: $1.47 million

Total Liabilities: $1.30 million

The petition was signed by Felipe T. Chu, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-28039.pdf


DE LANGIS LIVING TRUST: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: The David Jon De Langis Living Trust
        13310 N. Sunridge Dr.
        Fountain Hills, AZ 85268

Case No.: 14-14492

Chapter 11 Petition Date: September 22, 2014

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

Judge: Hon. Daniel P. Collins

Debtor's Counsel: Donald W. Powell, Esq.
                  CARMICHAEL & POWELL, P.C.
                  7301 N. 16th St., #103
                  Phoenix, AZ 85020
                  Tel: 602-861-0777
                  Fax: 602-870-0296
                  Email: d.powell@cplawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Marie Leona De Langis, trustee.

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


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

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

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

As reported in the Troubled Company Reporter on Sept. 5, 2014,
the Debtors said they firmly believe that extending the exclusive
periods will permit the plan process to proceed in a rational
and thoughtful fashion, maximize value for all parties-in-
interest, and enable the Debtors to formulate a consensual
Chapter 11 plan with input from various stakeholders.

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

  -- negotiated and documented a complex global settlement;

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

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

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

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

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

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

The Debtors' current plan filing deadline was slated to expire
Sept. 17, 2014, absent an extension.

                         About DOTS LLC

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

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

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

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

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

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

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


DRESSER-RAND GROUP: Moody's Puts Ba2 CFR on Review for Upgrade
--------------------------------------------------------------
Moody's Investors Service placed Dresser-Rand Group Inc.'s (DRC)
ratings on review for upgrade, including its Ba2 Corporate Family
Rating (CFR), Ba2-PD Probability of Default Rating (PDR) and Ba3
senior subordinated debt rating. The outlook was previously
stable. This review was prompted by DRC's September 22, 2014
announcement that it had agreed to be acquired by Siemens AG (Aa3
negative) for approximately $7.6 billion, including the assumption
of DRC's debt.

"By becoming a part of very large, global industrial manufacturing
firm, with a significant presence in power generation, industry
automation and drive technology, DRC's credit profile will get an
immediate lift," commented Andrew Brooks, Moody's Vice President.
"Siemens' Aa3 rating reflects the company's major scale, leading
market positions and very broad diversification across products,
end-markets and geographies and the company's conservative
financial policy; these attributes should help further solidify
DRC's already strong position of product leadership globally."

On Review for Possible Upgrade:

Issuer: Dresser-Rand Group Inc.

  Probability of Default Rating, Placed on Review for Possible
  Upgrade, currently Ba2-PD

  Corporate Family Rating (Local Currency), Placed on Review for
  Possible Upgrade, currently Ba2

  Senior Subordinated Regular Bond/Debenture (Local Currency)
  May 1, 2021, Placed on Review for Possible Upgrade, currently
  Ba3

Outlook Actions:

Issuer: Dresser-Rand Group Inc.

Outlook, Changed To Rating Under Review From Stable

Ratings Rationale

Given Siemens' Aa3 rating, DRC's senior subordinated notes rating
will clearly be rated higher than the Ba3 level. The extent of an
upgrade will depend on the level of support Siemens intends to
provide for the assumption of DRC debt. Moody's review of DRC will
focus on the ultimate treatment of DRC debt by Siemens, the extent
of implied support and ratings uplift attributable to Siemens,
whether Siemens will pay off all or a portion of DRC's debt and
the strategic direction of DRC post-closing. Should Siemens opt
not to provide a debt guarantee, Moody's will also consider the
level of financial disclosure available in order to maintain a
rating on DRC following the acquisition.

The transaction is expected to close in the summer of 2015,
subject to regulatory approval, a DRC shareholder vote customary
closing conditions across multiple geographic jurisdictions. The
Boards of Directors of both companies have approved the
transaction. Siemens has stated that it intends to operate
Dresser-Rand as the company's oil and gas platform, retaining its
brand name and executive leadership team. Siemens also intends to
maintain a significant presence in Houston, which will become the
headquarters location of its oil and gas business.

DRC's Ba2 CFR recognizes the prevailing strength in the oil and
gas capital equipment market, in which DRC maintains a strong
market share and technical expertise, and the company's leading
installed base in its product class. The impact of the ongoing
global economic recovery is reflected in DRC's 11% revenue growth
in 2013 and strong liquidity. DRC's leverage, measured by
debt/EBITDA, reached 3.35x at June 30. The company continues to
carry elevated debt levels, which have remained in place since
2011, the result of debt-financed acquisitions and share
repurchases. As evidenced by its $2.8 billion backlog at June 30,
and the balance between DRC's new units and aftermarket parts and
services segments, Moody's expects that positive liquidity and
free cash flow generation will largely remain intact through
future phases of the oil field services and equipment cycle.

Dresser-Rand Inc. has headquarters in Houston, Texas, and Paris,
France.

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


ELM CITY FOOD: Grocery Furnishings, Equipment to Be Sold Oct. 1
---------------------------------------------------------------
Webster Bank, N.A., as secured lender, will offer for public sale
all right, title and interest in and to certain collateral owned
by Elm City Food Cooperative, Inc.  The collateral to be sold
includes grocery furnishings, assets, equipment, inventory,
fixtures and other general intangibles of Debtor which are subject
to a UCC filing and Security Agreement held by the Secured Party.

This sale is being conducted pursuant to C.G.S. 42a-9-610 et seq.
The sale date is October 1, 2014 and the bid deadline is Sept. 30,
2014 12:00 p.m.

Bidders must submit a 20% deposit cash or certified check.  The
sale is subject to all trade payables, and all collateral to be
sold as one individual lot.  The collateral will be sold "as is"
with no warranties.  Additional terms/conditions of sale including
description of bid process as well as a listing of the collateral
to be sold will be made available to any prospective bidder by
contacting counsel for the Secured Party:

         Alena Gfeller, Esq.
         MURTHA CULLINA LLP
         185 Asylum St., 29th Floor
         Hartford, CT 06103
         Tel: (860) 240-6145
         E-mail: agfeller@murthalaw.com


ERF WIRELESS: Cancels TCA Global Credit Agreement
-------------------------------------------------
ERF Wireless disclosed with the U.S. Securities and Exchange
Commission that it had terminated its June 28, 2013, Senior
Secured Revolving Credit Facility Agreement with TCA Global Credit
Master Fund, LP, and simultaneously paid the Credit Facility the
complete outstanding balance of $1,165,222.  The Company said it
requested the termination and payoff of the outstanding amount due
to remove the Senior Security encumbrances on the Company's assets
and to provide it with the flexibility to secure longer term
funding.

The term of the Agreement was one year and the payoff amount
includes all principal, 12% interest and fees associated with the
Credit Facility, including $92,068.02 of convertible Advisory Fees
that were convertible into the Company's common stock at a 15%
discount to market based on the five day Volume Weighted Average
Price of the stock.  The Credit Facility Agreement provided for a
maximum credit line of up to $8,000,000 at the lender's discretion
and was secured by all of the Company's previously unencumbered
assets.  As of Sept. 16, 2014, the Company had only obtained
$1,500,000 of financing under the Credit Facility.

                         About ERF Wireless

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

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

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


FIRSTLIGHT HYDRO: S&P Gives B CCR & Affirms BB- Sr. Secured Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to FirstLight Hydro Generating Co.  S&P
also affirmed the senior secured rating of 'BB-' and left the
recovery rating of '1' unchanged.  The outlook is stable.

FirstLight Hydro is a 1,341 megawatt (MW) portfolio of primarily
hydroelectric plants in New England that generates cash flow by
selling power and capacity into the Independent System Operator-
New England (ISO-NE) market via an intercompany purchase power
agreement (PPA) that expires in 2019.

S&P's "weak" business profile reflects FirstLight Hydro's
comparatively small scale, minimal geographic diversity, and
resource risk, as well as the volatility inherent in ISO-NE energy
payments.  These risks are somewhat offset by the relatively low
operating risk of the hydropower plants, as well as their ability
to dispatch whenever there is sufficient output.  The plants do
benefit from capacity payments, which contribute about 43% of
gross margin through 2017 and which are somewhat more stable.

"The stable outlook reflects our view that, during the next two
years, financial performance under the PPA will be stable and that
operational performance will also be strong," said Standard &
Poor's credit analyst Michael Ferguson.

S&P could consider a negative rating action if market conditions
deteriorate to the point where the company's liquidity becomes
weak, meaning there could be doubts regarding the company's
ability to service debt over the next 12 to 24 months.
Furthermore, any detachment from its owner, whose credit profile
currently provides uplift, would cause a lower rating.

Although unlikely, S&P would consider an upgrade if market
conditions materially improve, leading to an expectation that debt
to EBITDA remains below 3.5x consistently.


FLY LEASING: Moody's Raises Senior Unsecured Rating to B2
---------------------------------------------------------
Moody's Investors Service upgraded FLY Leasing Limited's (FLY)
senior unsecured rating to B2 from B3 and affirmed the company's
B1 corporate family rating. Moody's also assigned a B2 rating to
FLY's proposed $400 million senior notes issuance and a (P)B2
rating to the company's new senior unsecured shelf. The outlook
for FLY's ratings is stable.

Ratings Rationale

Moody's upgraded FLY's senior unsecured rating to reflect the
improved asset coverage of unsecured obligations. Since the
beginning of the year, FLY has built a base of high quality,
unencumbered aircraft using proceeds from its December 2013 $300
million senior notes issuance and cash from subsequent liability
and portfolio management actions. Moody's expects that FLY will
continue to increase the number of unencumbered aircraft in its
fleet as it deploys proceeds of its proposed $400 million senior
notes toward additional aircraft acquisitions.

FLY's affirmed B1 corporate family rating reflects the company's
modest competitive positioning in the commercial aircraft leasing
business, fleet composition that includes a high, though declining
percentage of older and out-of-production aircraft, and lessee
concentration. Though FLY's proposed issuance of senior notes will
help to further reduce the proportion of secured financing in its
funding structure, the high level of the firm's encumbered assets
remains a rating constraint. Additionally, the new debt issuance
will increase FLY's pro forma leverage ratio (debt/equity) to
nearly 4x from 3.3x at June 30, 2014, but Moody's expects that the
company will manage its leverage within a range acceptable for the
assigned rating as it pursues portfolio growth.

The B2 rating assigned to FLY's proposed notes is based upon terms
and ranking that are consistent with the company's existing
unsecured debt. The rating is one-notch lower than FLY's corporate
family rating of B1, reflecting Moody's view that FLY's senior
unsecured creditors have less certain recovery prospects in the
event of default than the firm's senior secured creditors.

The stable outlook reflects Moody's view that the company will
continue to execute on its portfolio renewal strategy and that
leverage and liquidity will continue to be carefully managed.

Moody's could upgrade FLY's ratings if the company achieves
further meaningful funding diversification, including reduced
reliance on secured financing, and if the company's leverage (D/E)
declines to less than 3.5x.

FLY's ratings could be downgraded if its leverage increases above
pro forma levels, or if its profitability and liquidity positions
weaken materially.

Ratings affirmed:

  Corporate Family Rating: B1

Ratings upgraded:

  Senior unsecured: to B2 from B3

  Senior Unsecured shelf: to (P)B2 from (P)B3

  Subordinated: to (P)B3 from (P)Caa1

  Cumulative Preferred Stock: to (P)Caa1 from (P)Caa2

  Non-Cumulative Preferred Stock: to (P)Caa2 from (P)Caa3

Ratings assigned:

  Senior Unsecured: at B2

  Senior Unsecured shelf: at(P)B2

  Subordinated: at(P)B3

  Cumulative Preferred Stock: at(P)Caa1

  Non-Cumulative Preferred Stock: at (P)Caa2


FLY LEASING: S&P Assigns 'BB' Rating on Sr. Unsecured Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB' issue-level rating to Fly Leasing Ltd.'s senior unsecured
notes, with a recovery rating of '3', indicating S&P's expectation
that lenders would receive meaningful (50% to 70%) recovery of
principal in the event of a payment default.  The company will use
proceeds for general corporate purposes.

S&P's ratings on Bermuda-based aircraft lessor Fly Leasing reflect
its view of the company's position as a mid-tier provider of
aircraft operating leases, a substantial portion of encumbered
assets, and its complicated ownership structure.  Standard &
Poor's characterizes the company's business risk profile as
"fair," its financial risk profile as "significant," and its
liquidity as "adequate" under S&P's criteria.

The outlook is stable, reflecting S&P's expectation that Fly's
credit metrics will remain relatively consistent, with increased
earnings and cash flow offsetting incremental debt to fund the
acquisition of aircraft.  S&P expects funds from operations (FFO)
to debt of about 8% and debt to capital in the mid-70% area.  S&P
could raise the ratings if aircraft lease rates improved
significantly from current levels, due to stronger demand,
resulting in FFO/debt increasing to at least 10% for a sustained
period.  S&P could lower the ratings if lease rates deteriorate or
the company adds significant debt, causing FFO/debt to decline to
about 5% or lower for a sustained period.

RATING LIST

Fly Leasing Ltd.
Corporate credit rating                BB/Stable/--

New Ratings
Fly Leasing Ltd.
Senior unsecured notes                BB
  Recovery rating                      3


FREMONT HOSPITALITY GROUP: George's Admin Claim Granted in Part
---------------------------------------------------------------
Judge Mary Ann Whipple granted, part, the request for payment of
Chapter 11 administrative claim filed by Thomas George in the
bankruptcy case of Fremont Hospitality Group, LLC.

Fremont's case began as a Chapter 11 case.  The court appointed a
Chapter 11 Trustee on August 21, 2013.  On November 5, 2013, at
the request of the Chapter 11 Trustee, the case was converted to
Chapter 7.  The former Chapter 11 Trustee was appointed as the
Chapter 7 Trustee.

The expenses for which Mr. George seeks approval fall into two
categories: $1,631.58 for payment of an insurance premium and
$9,750.00 for payment of fee retainers to two lawyers representing
him.

Mr. George seeks approval under Sec. 503(b) of the Bankruptcy Code
for payment of the total amount of $11,381.58 as an administrative
expense of the superseded Chapter 11 case.  Under Sec. 507(a)(2),
administrative expenses under Sec. 503(b) are second priority
unsecured claims. However, for purposes of distribution in a
Chapter 7 case converted from Chapter 11, administrative expenses
of the Chapter 7 case have priority for payment over
administrative expenses of the superseded Chapter 11 case.

The owner of the Debtor is the New York probate estate of Mathai K
George.  Annie Kolath, his widow, has been the administratrix or
executrix of the Mathai K George estate.  At other times, Mr.
George has been the administrator or executor of the Mathai K.
George estate.

In her ruling, Judge Whipple ruled that:

     1. The Request for Chapter 11 Administrative Claim filed by
Mr. George is granted in part, only to the extent of the request
as to $1,631.58 paid on account of an insurance premium. That sum
is awarded status as an administrative expense of the superseded
Chapter 11 case.

     2. The Request for Chapter 11 Administrative Claim filed by
Mr. George is denied, in part, to the extent of $9,750 on account
of retainers paid to lawyers Ray Beebe and Brad Culbert.

A copy of the Court's September 19, 2014 Order is available at
http://is.gd/iOJZfPfrom Leagle.com.

Based in Fremont, Ohio, Fremont Hospitality Group LLC aka The Port
Clinton Hotels Inc., filed for Chapter 11 protection on April 25,
2012 (Bankr. N.D. Ohio Case No. 12-31969).  Fremont Hospitality
Group owned the Clarion Inn.  Judge Mary Ann Whipple presides over
the bankruptcy case.  The Donald Harris Law Firm served as the
Debtor's counsel.  The Debtor listed both assets and debts of
between $1 million and $10 million.

Fremont Hospitality Group which is the owner (but not operator) of
the hotel and conference center located at 3422 State Route 53,
Fremont, Ohio.

It again sought bankruptcy protection (Bankr. N.D. Ohio Case No.
13-31005) on March 15, 2013.  Judge Mary Ann Whipple also presided
the 2013 case.  Donald Harris, Esq., also served as bankruptcy
counsel.  The Debtor listed both assets and debts of between $1
million and $10 million.  The 2013 petition was signed by Annie
Kolath, president.  A list of the Debtor's four largest unsecured
creditors, filed together with the 2013 petition, is available for
free at http://bankrupt.com/misc/ohnb13-31005.pdf

The 2013 case was later converted to Chapter 7 and Ericka Parker
was named Chapter 7.  She is represented as counsel by:

     Patricia B. Fugee
     ROETZEL & ANDRESS, LPA
     One SeaGate, Suite 1700
     Toledo, OH 43604
     Telephone: 419-254-5261
     Facsimile: 419-242-0316
     Email: pfugee@ralaw.com


FUEL PERFORMANCE: Registers 25.4 Million Shares for Resale
----------------------------------------------------------
Fuel Performance Solutions, Inc., filed a Form S-1 registration
statement with the U.S. Securities and Exchange Commission
relating to the potential resale by certain security holders of up
to an aggregate of 25,424,917 shares of the Company's common
stock, par value $0.01, per share consisting of:

   (i) 11,500,000 shares of Common Stock underlying shares of the
       Company's 10% senior convertible note;

  (ii) shares underlying warrants to purchase an aggregate of
       6,666,667 shares of Common Stock issuable to the Selling
       Security Holders pursuant to a stock purchase agreement
       dated Aug. 22, 2014, between the Company and the Selling
       Security Holders, upon conversion of the Company's
       outstanding Convertible Note Common Shares and exercise of
       the Warrants held by Selling Security Holders upon the
       effectiveness of this registration statement; and

(iii) an aggregate of 7,258,250 shares of common stock issuable
       upon exercise of warrants pursuant to certain piggy-back
       registration rights agreements.

The Company's Common Stock is quoted on the Over-The-Counter
("OTC") Pink Marketplace under the ticker symbol "IFUE."  The
Selling Security Holders have not engaged any underwriter in
connection with the sale of their shares of Common Stock.  Common
Stock being registered in this registration statement may be sold
by Selling Security Holders at prevailing market prices or
privately negotiated prices or in transactions that are not in the
public market.  On Sept. 18, 2014, the closing price of our Common
Stock was $0.115 per share.

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

                        http://is.gd/iKwhra

                      About Fuel Performance

Fuel Performance Solutions, Inc., was incorporated in Nevada on
April 9, 1996, by a team of individuals who sought to address the
challenges of reducing harmful emissions while at the same time
improving the operating performance of internal combustion
engines, especially with respect to fuel economy and engine
cleanliness.  After the Company's incorporation, its initial focus
was product research and development, but over the past few years,
the Company's efforts have been directed to commercializing its
product slate, primarily DiesoLiFTTM and the PerfoLiFTTM BD-
Series, for use with diesel fuel and bio-diesel fuel blends, by
focusing on marketing, sales and distribution efforts in
conjunction with our distribution partners.  On Feb. 5, 2014, the
Company changed its name from International Fuel Technology, Inc.,
to Fuel Performance Solutions, Inc.

Fuel Performance reported a net loss of $1.39 million on $704,189
of net revenues for the year ended Dec. 31, 2013, as compared with
a net loss of $1.92 million on $335,096 of net revenues during the
prior year.

The Company's balance sheet at June 30, 2014, showed $3.02 million
in total assets, $2.60 million in total liabilities and $413,362
in total stockholders' equity.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring loss from operations and has a
working capital deficit.  This factor raises substantial doubt
about the Company's ability to continue as a going concern.


G-MART USA: Files for Chapter 11 Bankruptcy in Miami
----------------------------------------------------
G-Mart USA Corp., based in Homestead, Florida, sought Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Case No. 14-30333) on
Sept. 10, 2014, in Miami.  Judge Laurel M Isicoff oversees the
case.  The Law Offices of Richard R Robles, Esq., serves as the
Debtor's counsel.

In its petition, G-Mart listed total assets of $1.31 million and
total liabilities of $1.25 million.  The petition was signed by
Antonio Ballesteros, director.  A list of the Debtor's 20 largest
unsecured creditors is available at no extra charge at
http://bankrupt.com/misc/flsb14-30333.pdf

Celia Ampel, writing for South Florida Business Journal, reported
that G-Mart imports and exports computer equipment to South
America. The company lost a lot of money after its main client,
based in Colombia, went bankrupt, according to the filing.

The report noted that G-Mart's gross income fell from $7.4 million
in 2012 to $5.9 million in 2013.  It has earned a little more than
$1 million so far this year.


GAMESTOP CORP: S&P Retains 'BB+' CCR & Stable Outlook
-----------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
GameStop Corp.'s senior notes to'4' from '3', which does not
result in a change to the 'BB+' issue-level rating.  The '4'
recovery rating indicates S&P's expectation for average recovery
(30%-50%) in the event of a payment default.  All other ratings,
including the 'BB+' corporate credit rating and stable outlook on
the company remain unchanged.

GameStop issued $350 million 5.5% senior notes due 2019, up from
the earlier-anticipated $250 million, and S&P expects the company
to use the proceeds from the transaction to repay ABL revolver
borrowings and for general corporate purposes, including
acquisitions, dividends, and share repurchases.

RATINGS LIST

                               Ratings         Ratings
                               To              From
GameStop Corp.
Corporate credit rating
  Foreign and Local Currency   BB+/Stable/--   BB+/Stable/--
Senior Secured
  Local Currency[1]            BBB             BBB
  Recovery Rating[1]           1               1
Senior Unsecured
  Local Currency               BB+             BB+
  Recovery Rating              4               3

[1] Dependent Participant(s): Bank of America N.A.


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 $1,035,631 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.


GENERAL CABLE: Moody's Affirms 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed General Cable Corporation's
Corporate Family Rating at B2 and its Probability of Default
Rating at B2-PD and at the same time assigned a B3/LGD-5 on the
proposed $250 million Senior Unsecured Notes due 2019. The
affirmation follows the company's announcement that it will be
raising $250 million Senior Unsecured Notes, the proceeds of which
will be used to redeem its $125 million Floating Rating Notes due
2015, fund the restructuring program announced in July 2014, repay
a portion of the outstanding balance on its ABL Revolving Credit
Facility, and fund transaction expenses. Moody's also affirmed the
company's existing senior unsecured notes at B3 and its
subordinated convertible notes at Caa1. General Cable's
Speculative Grade Liquidity assessment was rasied to SGL-3 from
SGL-4. The rating outlook remains negative.

The following ratings actions were taken:

Corporate Family Rating, affirmed at B2;

Probability of Default Rating, affirmed at B2-PD;

Senior Unsecured Notes due 2019, assigned at B3(LGD-5);

Senior Unsecured Notes due 2015, affirmed at B3 (LGD-5) and
withdrawn upon closing;

Senior Unsecured Notes due 2022, affirmed at B3 (LGD-5);

Subordinated Convertible Notes due 2029, affirmed at Caa1
(LGD-6);

The Speculative Grade Liquidity assessment, rasied to SGL-3 from
SGL-4;

The rating outlook remains negative.

RATINGS RATIONALE

General Cable's B2 Corporate Family Rating reflects the company's
global footprint and broad wire and cable product offerings. These
strengths are offset by the company's leveraged capital structure
and low operating margins. Current credit metrics are consistent
with the B2 CFR; however, operating weakness persists. In
addition, Moody's views General Cable's commitment to its
shareholders as a risk to the rating. As of LTM 2Q14, adjusted
debt-to-EBITDA increased to 6.6x from 5.2x at year-end 2013.
Adjusted EBITA-to-interest coverage declined to 1.3x from 1.7x and
adjusted EBITA margin declined to 3.1% from 3.8% over the same
time period. Operating performance during 1H2014 has been impacted
by inconsistent growth in utility and infrastructure spending in
North America and Latin America, as well as ongoing regional
headwinds in Venezuela, Thailand, and Spain. The rating considers
further inconsistency in end market growth while the company
focuses on its restructuring efforts. The revision of the
Speculative Grade Liquidity assessment to SGL-3 from SGL-4
reflects the fact that, with the proposed $250 million senior
usecured notes, the company is addressing upcoming maturities.

The negative rating outlook reflects lack of growth in key end
markets, uncertain details and costs associated with the
restructuring program, and the company's stated commitment to
return capital to shareholders in the face of operational
weakness, all of which could lead to weaker credit metrics than
Moody's are currently projecting.

The rating outlook could be returned to stable if General Cable's
operating performance improves such that EBITA-to-interest expense
exceeds 2.0x and debt-to-EBITDA trends below 5.0x (all ratios
incorporate Moody's standard adjustments). A stable outlook would
also be supported by a conservative distribution policy that is
commensurate with the operating performance of the company and
supports the maintenance of stable credit metrics.

Moody's indicated the ratings could be downgraded if General
Cable's operating performance remains weak, specifically if EBITA-
to-interest expense remains below 2.0x and/or debt-to-EBITDA is
sustained above 5.5x (all ratios incorporate Moody's standard
adjustments). Debt-financed acquisitions or significant
shareholder-friendly activities, such as debt-financed dividends
or large share repurchases, could also result in rating
downgrades.

General Cable Corporation, headquartered in Highland Heights, KY,
is a global manufacturer of copper, aluminum and fiber optic and
elector power cable products from high-voltage utility lines to
low-voltage residential application sockets. Primary end markets
served include electrical utility, electrical infrastructure, and
construction. Revenues for the 12 months ended June 27, 2014
totaled approximately $6.2 billion.

The principal methodology used in this rating was the 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.


GENERAL CABLE: S&P Affirms 'BB-' CCR & Rates $250MM Sr. Notes 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Highland Heights, Ky.-based General Cable Corp.
At the same time, S&P assigned a 'B+' issue-level rating to the
company's proposed $250 million senior unsecured notes.  The 'B+'
issue-level rating and '5' recovery rating reflects S&P's
expectation for modest recovery (10% to 30%) for lenders in the
event of a payment default and the structurally subordinate
position of the $250 million senior unsecured notes in the capital
structure.

"We affirmed the rating based on our assessment of the company's
solid market position and expectation that debt leverage will
decline to less than 5x in 2015, from our forecast that adjusted
debt to EBITDA will be about 5.5x at year-end 2014," said Standard
& Poor's credit analyst Amanda Buckland.  "We maintain the
negative outlook due to the possibility that leverage could remain
elevated should demand continue to decline in key regions,
primarily Europe and Brazil, and construction and industrial
spending in North America do not improve as we expect," said Ms.
Buckland.

S&P assess overall financial risk as "aggressive" based on
expected leverage and cash flow coverage ratios under S&P's base
case.  S&P views General Cable's liquidity position as "adequate"
with about $800 million in liquid resources.

The negative outlook reflects the possibility of a downgrade if
operating performance is worse than expected and debt leverage
remains above 5x due to weak macroeconomic conditions in certain
end markets, pressuring cash flow, and if the cost restructuring
program does not yield anticipated benefits.

S&P could lower the ratings if it revises its financial risk
assessment to "highly leveraged," which could occur if adjusted
debt to EBITDA remains above 5x and FFO to debt stays below 12%
through early to mid-2015.  S&P could also lower the rating if it
determines liquidity to be "less than adequate," which could occur
if General Cable uses its ABL to fund share repurchases or a large
acquisition and liquidity sources decrease by about $200 million.

S&P do not expect to raise the rating within the next year or two
because it projects that leverage will remain in the "aggressive"
category.  S&P could return the outlook to stable when adjusted
debt to EBITDA declines below 5x and it views the lower leverage
as sustainable.

General Cable is a global processor and distributor of copper,
aluminum, and fiber-optic wires and cables.


GENERAL MOTORS: New GM Not Liable for "Castillo" Settlement
-----------------------------------------------------------
A three-judge panel of the U.S. Court of Appeals for the Second
Circuit -- comprised of Circuit Judges Dennis Jacobs and
Christopher F. Droney, and District Judge Lewis A. Kaplan, sitting
by designation -- upheld the lower courts' decision that New GM
did not assume liability for a settlement reached by Old GM
relating to a class action lawsuit.

The appeal arises out of an adversary proceeding related to the
Chapter 11 bankruptcy of Motors Liquidation Company, formerly
known as General Motors ("Old GM"). After Old GM filed for
bankruptcy, General Motors LLC ("New GM") purchased the majority
of Old GM's assets pursuant to Section 363 of the Bankruptcy Code.
Kelly Castillo et al. appeal from the judgment of the U.S.
District Court for the Southern District of New York (Furman, J.),
affirming the order of the U.S. Bankruptcy Court for the Southern
District of New York (Gerber, J.) holding that New GM did not
assume liability for a settlement reached between Castillo and Old
GM relating to a class action lawsuit filed in the Eastern
District of California.

Castillo's class action against Old GM alleged that the
transmissions of some 2002-2005 Saturn Vues and 2003-2004 Saturn
Ions were defectively designed and had high failure rates, and
sought compensation for transmissions that failed after the
warranty period. The class pleaded claims for relief based on
alleged violations of state consumer protection laws, breach of
express warranty, breach of implied warranty, and unjust
enrichment. In settlement, Old GM agreed to pay for repair of
transmissions that malfunctioned after the standard repair
warranty and to pay attorneys' fees.

The Second Circuit noted that the Sale Agreement between Old GM
and New GM specified the "Assumed Liabilities" that would be taken
on by New GM as follows: "all Liabilities arising under express
written warranties of Sellers that are specifically identified as
warranties and delivered in connection with the sale of new,
certified used, or pre-owned vehicles or new or remanufactured
motor vehicle parts and equipment."

A copy of the Second Circuit's Sept. 19 decision is available at
http://is.gd/haXjqhfrom Leagle.com.

ROBERT W. SCHMIEDER II (with Mark L. Brown on the brief), SL
Chapman LLC, St. Louis, MO., for Appellants.

ARTHUR JAY STEINBERG (with Gregory R. Oxford, Isaacs Clouse Crose
& Oxford LLP, Torrance, CA on the brief), King & Spalding LLP, New
York, NY, for Appellee.

                     About Motors Liquidation

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

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

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

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


GEO GROUP: S&P Assigns 'B+' Rating on $250MM Sr. Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
rating to Boca Raton, Fla.-based The GEO Group Inc.'s proposed
$250 million senior unsecured notes due 2024.  The recovery rating
is '4', indicating S&P's expectation that lenders could expect
average (30%-50%) recovery in the event of a payment default or
bankruptcy.  The 'B+' corporate credit rating and 'BB' senior
secured issue-level ratings remain unchanged.  The outlook is
stable.

The proceeds will pay down a substantial portion of the company's
outstanding balance under its revolving credit facility.  S&P
estimates this transaction is leverage neutral with pro forma
debt/EBITDA in the high-4x area at June 30, 2014.  S&P estimates
total pro forma debt outstanding is $1.7 billion at June 30, 2014.

The ratings reflect the company's narrow geographic and business
focus, low industry growth prospects, and high customer
concentration with certain federal and state governments,
mitigated by its participation in an industry with high barriers
to entry and good customer contract retention rates.  These
factors support S&P's "fair" business risk assessment of the
company.  Thanks to recent contract wins and good retention rates,
S&P expects the company will maintain stable margins and
profitability as well as use good operating cash flows to modestly
improve credit metrics to the mid-4x area over the next year,
after providing for dividends to shareholders.

The ratings also reflect S&P's belief that leverage will remain
between 4x and 5x and the ratio of funds from operations to debt
will remain between 12% and 20% over the next year.  These credit
measures support S&P's "aggressive" financial risk assessment of
the company.

RATINGS LIST

The GEO Group Inc.
Corporate credit rating              B+/Stable/--

New Ratings
The GEO Group Inc.
Senior unsecured
  $250 mil. notes due 2024            B+
    Recovery rating                   4


GLOBAL COMPUTER: Sec. 341(a) Creditors' Meeting Slated for Oct. 9
-----------------------------------------------------------------
The U.S. Trustee for Region 4 is set to hold a meeting of
creditors of Global Computer Enterprises, Inc. on Oct. 9, at
10:00 a.m., according to a filing with the U.S. Bankruptcy Court
for the Eastern District of Virginia.

The meeting will be held at 115 South Union Street, Suite 208, in
Alexandria, Virginia.

The court overseeing the bankruptcy case of a company schedules
the meeting of creditors usually about 30 days after the
bankruptcy petition is filed.  The meeting is called the "341
meeting" after the section of the Bankruptcy Code that requires
it.

A representative of the company is required to appear at the
meeting and answer questions under oath.  The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.

                     About Global Computers

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

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

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


GOODING COUNTY SCHOOL: Moody's Cuts $12MM GO Bonds Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service downgrades to Ba1 from Baa1 the general
obligation rating of Gooding County School District No. 232
(Wendell), ID; bonds are outstanding in the amount of $12.05
million. Furthermore, Moody's applies a negative outlook to the
rating. The district's full faith and credit and unlimited
property tax pledge secures the bonds.

Ratings Rationale

A key driver of the district's Ba1 rating is its persistent fiscal
imbalance stemming from weak budgetary management and reflected in
low reserves and a weak liquidity position. Also taken into
account in the rating are the district's small though stable tax
base with high agricultural taxpayer concentration and its high
debt burden.

The rating outlook is negative, reflecting uncertainty about the
district's budgeting practices and future year projections;
uncertainty about whether it will receive additional levy dollars
to relieve operating expenses; and lack of cash flow projections
for future years.

Strengths

* Stable though small central Idaho tax base

* Improved statewide funding to school district sector

Challenges

* Negative reserve levels, extremely limited liquidity

* Levy approval challenges

* Already-high debt burden that may soon increase

* Volatile historical and future enrollment figures

What Could Make The Rating Go Up

* Implemented plan to achieve fiscal balance

* A trend of stronger reserves and liquidity

* Growth in the district's full valuation

* Increased enrollment

What Could Make The Rating Go Down

* Continued deterioration in the district's financial position

* Protracted declines in the district's full valuation


GREAT NORTHERN PAPER: To Liquidate in Bankruptcy
------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy review, reported
that Maine's Great Northern Paper Co., once a giant of New
England's pulp and paper industry, is liquidating what remains of
its assets in bankruptcy.  According to the report, the embattled
paper maker filed for Chapter 7 bankruptcy with the U.S.
Bankruptcy Court in Wilmington, Del., months after its mill halted
operations and just a few weeks ahead of a foreclosure auction
scheduled for Oct. 15.

Headquartered in Millinocket, Maine, Great Northern Paper, Inc.,
one of the largest producers of groundwood specialty papers in
North America, filed for chapter 11 protection on January 9, 2003
(Bankr. Maine, Case No. 03-10048).  Alex M. Rodolakis, Esq., and
Harold B. Murphy, Esq., at Hanify & King, P.C., represented the
Debtor.  When the Company filed for chapter 11 protection, it
listed debts and assets of more than $100 million each.  In early
2003, Belgravia purchased substantially all of the Debtor's assets
for approximately $75 million.  The Maine Bankruptcy Court
converted the Debtor's case to a chapter 7 liquidation proceeding
on May 22, 2003.  Gary M. Growe was the chapter 7 Trustee for the
Debtor's estate.  Jeffrey T. Piampiano, Esq., at Drummond Woodsum
& MacMahon represented the chapter 7 Trustee.


GREEN AUTOMOTIVE: Incurs $9.7-Mil. Net Loss for Second Quarter
--------------------------------------------------------------
Green Automotive Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
a net loss of $9.7 million on $1.57 million of revenues for the
three months ended June 30, 2014, compared with a net loss of $3
million on $429,392 of revenues for the same period in 2013.

The Company's balance sheet at June 30, 2014, showed $1.47 million
in total assets, $17.94 million in total liabilities, and a
stockholders' deficit of $16.47 million.

The Company has sustained recurring operating losses and past due
payables.  These conditions, among others, give rise to
substantial doubt about its ability to continue as a going
concern, according to the regulatory filing.

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

                       http://is.gd/t53FKx

                  About Green Automotive Company

Green Automotive Company is a vehicle design, engineering,
manufacturing and distribution company. The Company also provides
after sales program. It possesses a portfolio of businesses and is
active in three main market segments: Cutting edge technology
development, engineering and design with a focus on zero and low
emission vehicle solutions; Manufacturing and customization of
vehicles for markets with the potential to be converted into low
emission or electric vehicles, such as shuttle buses, taxis,
commercial vehicles, and After sales services for electric or low
emission vehicles, including servicing and repair.


HDGM ADVISORY: Court Denies KFH's Request to Appoint Trustee
------------------------------------------------------------
The Bankruptcy Court denies the request of KFH Capital Investment
Company, KSCC, and Kuwait Finance House Real Estate Company KSCC,
as joined in by the State Bank of Lizton, to appoint a Chapter 11
trustee in the bankruptcy cases of HDGM Advisory Services, LLC,
and HDG Mansur Investment Services, Inc.

The KFH parties asserted that bankruptcy representative Bob Echols
is not qualified to investigate claims against Harold Garrison
because Mr. Echols has worked for him for 25 years and because he
was not intimately familiar with HDGM's prepetition operations.
The KFH parties further asserted that fraudulent conduct occurred
that warrants a Chapter 11 trustee.

                      HDGM and HDG's Response

HDGM and HDG asked the Court to deny the request for appointment
of a Chapter 11 trustee.

Michael W. Hile, Esq., at Katz & Korin, PC, in Indianapolis,
Indiana, argued that KFH and Lizton failed to point out that they
are not creditors of HDGM and, thus, lacked standing to seek
appointment of a trustee.

Mr. Hile explained that KFH's claim as against HDG arises in
connection with a failed development project in the United
Kingdom. As a result, KFH has initiated litigation against HDG,
Mr. Garrison and other third parties. However, HDGM is not a party
to that case. Similarly, Lizton's claim arises from a purported
guaranty by HDG of a mortgage loan that is now the subject of a
pending foreclosure action. Mr. Garrison is also a party to that
litigation but HDGM is not.

While the Chapter 11 cases have been administratively
consolidated, they are not substantively consolidated, noted Mr.
Hile.  He also pointed out that the KFH parties failed to
demonstrate that Mr. Echols is unwilling to pursue claims against
Mr. Garrison or other third parties. Rather, contended Mr. Hile,
they base their entire request on the unsupported premise that Mr.
Echols will violate his fiduciary duties and subject himself to
personal liability simply because he has worked for other
Garrison-related entities for 25 years.

Mr. Hile assured that Court that Mr. Echols has been charged with
responsibilities that he takes seriously, and for which he
regularly has and will, seek the advice of counsel. He is no more
tainted or biased from his association with Mr. Garrison than the
KFH parties.

                       KFH's Arguments

Mark R. Wenzel, Esq., at Krieg Devault LLP, in Indianapolis,
Indiana, averred that it stretches credibility to ask creditors
and the Court to believe Mr. Echols will disregard his 25-year
employment with Mr. Garrison, his $218,000 salary from him, and
the reality that Mr. Garrison will probably be his boss long after
this case is over, when Mr. Echols decides whether to investigate
Mr. Garrison and pursue claims against him.

It would put Echols in an unfair position to ask him to evaluate
claims against his boss with blinders to their quarter-century
relationship, Mr. Wenzel said.

According to Mr. Wenzel, Mr. Echols has taken a number of steps no
neutral trustee would take:

   (a) He shielded Mr. Garrison from personal liability in the
       GPIF litigation in New York by extending the stay;

   (b) He advocates third-party releases for Mr. Garrison;

   (c) He signed a Chapter 11 petition for a shell company with
       less than $20 in the bank; and

   (d) He is relying on Mr. Garrison to fund the estate that will
       obtain a release for him.

Mr. Wenzel asserted that every major decision by Mr. Echols points
to the conclusion that these cases are being used as a vehicle to
protect and release Mr. Garrison.

                     Examiner Appointed

The Court allows KFH's oral request to appoint an examiner in the
Chapter 11 cases. The parties will be submitting an order for the
Court to sign.

GPIF renewed its request to appoint a Chapter 11 trustee with
hearing set for September 22, 2014 at 10:30 a.m.  Objections were
due before the hearing.

HDGM and HDG are represented by:

     Michael W. Hile, Esq.
     Christine K. Jacobson, Esq.
     Henry Mestetsky, Esq.
     KATZ & KORIN, PC
     334 North Senate Avenue
     Indianapolis, IN 46204-1708
     Telephone (317) 464-1100
     Facsimile (317) 464-1111
     E-mail: mhile@katzkorin.com
             cjacobson@katzkorin.com
             hmestetsky@katzkorin.com

KFH is represented by:

     Mark R. Wenzel, Esq.
     Martha R. Lehman, Esq.
     KRIEG DEVAULT LLP
     One Indiana Square, Suite 2800
     Indianapolis, IN 46204-2079
     Tel: (317) 238-6277
     Fax: (317) 636-1507
     Email: mwenzel@kdlegal.com

          - and -

     Mark M. Maloney, Esq.
     Jonathan W. Jordan, Esq.
     KING & SPALDING LLP
     1180 Peachtree Street, 31st Floor
     Atlanta, GA 30309
     Telephone: (404) 572-3100

                   About HDGM Advisory Services

HDGM Advisory Services, LLC, and HDG Mansur Investment Services,
Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D. Ind.
Case No. 14-04797 and 14-04798) in Indianapolis, Indiana, on
May 21, 2014.  On May 28, 2014, the Hon. James M. Carr directed
the joint administration the cases of HDGM Advisory Services, LLC,
and HDG Mansur Investment Services, Inc., under the lead case --
HDGM Advisory, Case No. 14-04797.

HDGH Advisory disclosed $20,257,001 in assets and $7,991, 590 in
liabilities as of the Chapter 11 filing.  HDG Mansur disclosed
$20,454,819 in assets and $12,377,542 in liabilities.  According
to a court filing, the Debtors don't have any secured creditors.

The cases are assigned to Judge James M. Carr.

The Debtors have tapped Michael W. Hile, Esq., Christine K.
Jacobson, Esq., and Henry Mestetsky, Esq., at Katz & Korin PC, as
counsel.

An affiliate of the Debtors, Hamilton Proper Partners Golf
Partnership, L.P., sought bankruptcy protection (Bankr. S.D. Ind.
Case No. 14-00461) on Jan. 24, 2014.


HDGM ADVISORY: KFH Seeks Chapter 7 Conversion; Debtor Disagrees
---------------------------------------------------------------
In August 2014, KFH Capital Investment Company, KSCC, and Kuwait
Finance House Real Estate Company KSCC, as joined in by the State
Bank of Lizton, asked the Bankruptcy Court to convert the Chapter
11 cases of HDGM Advisory Services, LLC and HDG Mansur Investment
Services, Inc., into Chapter 7 cases.

The KFH parties asserted that cause exists for conversion to
Chapter 7 due to continuing loss to the estate or the absence of
reasonable likelihood of rehabilitation because the cases were
filed in bad faith. They further asserted that conversion is in
the best interest of creditors because an independent trustee will
be appointed who will pursue claims against Harold Garrison.

A separate request had been filed by the KFH parties to request
the appointment of a Chapter 11 trustee, which had been heard and
denied by the Court.

The request to convert the Chapter 11 cases to Chapter 7 was
pending for hearing on September 22, 2014 at 10:30 a.m. with
objections due before the hearing.

                      HDGM and HDG Respond

Michael W. Hile, Esq., at Katz & Korin, PC, in Indianapolis,
Indiana, asserts that the KFH parties who unilaterally divested
themselves of a return in the Chapter 11 cases are an unlikely
cheerleader for the conversion. Mr. Hile clarifies that KFH and
Lizton are not creditors of HDGM and neither have yet filed proofs
of claim against HDGM and HDG.

KFH purportedly has a claim against HDG in connection with a
failed development project in the United Kingdom. As a result, KFH
has initiated litigation against HDG, Mr. Garrison and other third
parties. However, HDGM is not a party to that case. Similarly,
Lizton's claim arises from a purported guaranty by HDG of a
mortgage loan that is now the subject of a pending foreclosure
action.

Furthermore, Mr. Hile argues that conversion serves no purpose and
is contrary to the interest of all creditors.  Mr. Hile explains
that a Chapter 11 plan will propose to accumulate assets from
various sources, including Mr. Garrison, insurers and potentially
other contributors which will, in turn, be distributed to
creditors. If the cases are converted and the GPIF entities are
permitted to proceed with their litigation, there will likely be
nothing left for KFH. Permitting the Chapter 11 cases to go
forward to give HDGM and HDG an opportunity to reach a global
resolution that will result in a sharing of recoveries by all
creditors makes more sense, he shares.

According to Mr. Hile, arguments that the Chapter 11 cases are
simply to shield Mr. Garrison are baseless. To the extent that
they have concerns, HDGM and HDG have on repeated occasions
invited KFH to review Mr. Garrison's financial wherewithal and
confirm that the settlements currently being negotiated, and which
would form the basis of a Chapter 11 plans, are rational, properly
analyzed and vetted.

              KFH Presents Counter-Arguments

Jonathan W. Jordan, Esq., at King & Spalding LLP, in Atlanta,
Georgia, points out that the cases are jointly administered, and
the Court is permitted to convert the Management Advisory Services
case sua sponte. It makes the most sense for the Court to take
identical action in both cases, he notes.

Mr. Jordan also argues that if HDGM and HDG have no intention of
shielding Mr. Garrison from liability, they would not need to
reserve their rights to shield him. Additionally, the fact that
the cornerstone of their plan is a settlement with Mr. Garrison,
absolving him of liability, indicates the real goal of a Chapter
11 plan made at great expense for an empty shell of a corporation.

Furthermore, the offered discovery of Mr. Garrison's financial
wherewithal is limited to what Mr. Garrison voluntarily produced,
contends Mr. Jordan. He adds that the invitation also came with
strings attached: KFH would have to agree to postpone conversion
as the admission price of seeing what Garrison provided.

Accordingly, KFH ask the Court to grant their request for
conversion.

                   About HDGM Advisory Services

HDGM Advisory Services, LLC, and HDG Mansur Investment Services,
Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D. Ind.
Case No. 14-04797 and 14-04798) in Indianapolis, Indiana, on
May 21, 2014.  On May 28, 2014, the Hon. James M. Carr directed
the joint administration the cases of HDGM Advisory Services, LLC,
and HDG Mansur Investment Services, Inc., under the lead case --
HDGM Advisory, Case No. 14-04797.

HDGH Advisory disclosed $20,257,001 in assets and $7,991, 590 in
liabilities as of the Chapter 11 filing.  HDG Mansur disclosed
$20,454,819 in assets and $12,377,542 in liabilities.  According
to a court filing, the Debtors don't have any secured creditors.

The cases are assigned to Judge James M. Carr.

The Debtors have tapped Michael W. Hile, Esq., Christine K.
Jacobson, Esq., and Henry Mestetsky, Esq., at Katz & Korin PC, as
counsel.

An affiliate of the Debtors, Hamilton Proper Partners Golf
Partnership, L.P., sought bankruptcy protection (Bankr. S.D. Ind.
Case No. 14-00461) on Jan. 24, 2014.


HOTEL OUTSOURCE: Amends Q2 Ended June 30 Report
-----------------------------------------------
Hotel Outsource Management International, Inc., filed with the
U.S. Securities and Exchange Commission an amendment to its Form
10-Q for the quarter ended June 30, 2014. A copy of the Form 10-
Q/A is available at: http://is.gd/1REfSi

The Form 10-Q/A shows a net loss of $188,000 on $821,000 of
revenues for the three months ended June 30, 2014, compared with a
net loss of $457,000 on $765,000 of revenues for the same period
in 2013.

The Company's balance sheet at June 30, 2014, showed $4.45 million
in total assets, $4.46 million in total liabilities and a
stockholders' deficit of $19,000.

The Company has suffered recurring losses from operations and has
a net working capital deficiency that raises substantial doubt
about its ability to continue a going concern, according to the
regulatory filing.

New York-based Hotel Outsource Management International, Inc., is
a multi-national service provider in the hospitality industry,
supplying a range of services in relation to computerized minibars
that are primarily intended for in-room refreshments.


HOYT TRANSPORTATION: Wants Control of Case Through January 2015
---------------------------------------------------------------
Hoyt Transportation, through counsel Goldberg Weprin Finkel
Goldstein, seeks a fourth extension of the exclusivity period to
file a plan of reorganization and to solicit acceptance of that
plan through November 10, 2014 and January 8, 2015, respectively.

The Debtor had obtained three extensions of its exclusive periods,
the latest through August 12 and October 10, respectively. The
Debtor resumed operation on January 2, 2014, after having
purchased 220 routes from Atlantic Express.  With the normal
operations taking place, the Debtor and Local 1811 have negotiated
a resolution of outstanding back-pay claims, which includes a new
collective bargaining agreement.

On May 15, 2014, a hearing was conducted on the Debtor's back-pay
obligation, and the collective bargaining agreement with the union
was approved on June 4, 2014. It is anticipated that the back-pay
obligation would be satisfied on the month of August. Thus, on
practical considerations, the Debtors requested that a fourth
extension of the exclusive period be entered into order.

Hoyt Transportation is represented by:

     GOLDBERG WEPRIN FINKEL GOLDSTEIN
     1501 Broadway, 22nd Floor
     New York, NY 10036
     Tel: (212) 221-5700

                   About Hoyt Transportation

Brooklyn, New York-based Hoyt Transportation Corp. filed a
Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-44299) on
July 13, 2013, estimating at least $10 million in assets and
liabilities.  The Debtor is represented by Kevin J. Nash, Esq., at
Goldberg Weprin Finkel Goldstein LLP.

Brooklyn-based Hoyt specializes in transportation for children
with disabilities.  Hoyt operated 350 buses until the contract
with the Department of Education expired.


IHEARTCOMMUNICATIONS INC: Fitch Keeps CCC Rating on $250MM Notes
----------------------------------------------------------------
Fitch Ratings is maintaining the 'CCC/RR4' rating on
iHeartCommunications, Inc.'s (formerly Clear Channel
Communications, Inc.) (iHeart) latest offering of $250 million of
9.0% Priority Guarantee Notes (PGNs) due 2022.

The notes are being issued as part of the same series as the $750
million of PGNs due 2022 that were issued on Sept. 10, 2014, and
rated 'CCC/RR4'. Proceeds from the offering are expected to be
used to prepay $245.9 million in Term Loan B due 2016 and $4.1
million in Term Loan C due 2016 and to pay fees and expenses
related to the offering.

iHeart's Issuer Default Rating (IDR)is 'CCC' and Clear Channel
Worldwide Holdings, Inc. (CCWH is 'B'. The Rating Outlook on
iHeart is Negative and on CCWH is Stable.

The Add-on PGNs are expected to share the same terms as the
existing PGNs due 2022. Following the redemption, iHeart will have
$916 million and $15 million in Term Loan B and Term Loan C
remaining, respectively, and will have $1.2 billion in total
maturities for 2016. The transaction is expected to incrementally
increase total interest cost, but Fitch believes the company has
adequate liquidity (including cash on hand, monetization of
repurchased and outstanding notes, and asset sales) to meet its
debt service obligations.

Fitch expects free cash flow (FCF) to be negative over the next
few years. The ratings and Negative Outlook reflect the limited
room within the credit profile to endure any material
deterioration in operations. Fitch calculates iHeart's interest
coverage ratio (EBITDA/Gross Interest Expense) at 1x as of June
2014, and the company paid more than $1.5 billion in cash interest
on an LTM basis.

Fitch does not expect a material amount of absolute debt reduction
over the next several years, given the expected negative FCF.
Instead, Fitch expects the company to continue to focus on
extending or repaying its term loans via issuance at iHeart and
Clear Channel Outdoor Holdings, Inc (CCOH).

Pro forma for the aforementioned transaction, iHeart has
approximately $21.1 billion in consolidated debt (includes debt
held at CC Finco LLC). Debt held at iHeart is $16.2 billion and
consists of:

  -- $7.2 billion secured term loans ($931 million in 2016 and
     $6.3 billion in 2019);

  -- $5.3 billion secured PGNs, maturing 2019-2022;

  -- $2.1 billion in senior unsecured 12% cash pay / 2% PIK notes
     maturing in February 2021 (includes CC Finco LLC position of
     $423 million);

  -- $1.6 billion senior unsecured notes (including $725 million
     in legacy notes), with maturities of 2016-2027.

Debt held at Clear Channel Worldwide Holdings, Inc. (CCWH) is $4.9
billion and consists of:

-- $2.7 billion in senior unsecured 6.5% notes due in 2022;
-- $2.2 billion in subordinated 7.625% notes due 2020.

Liquidity

At June 30, 2014, iHeart had $572 million of cash, excluding $226
million of cash held at CCOH.

Backup liquidity consists of an undrawn $535 million asset-backed
loan (ABL) facility (subject to an undisclosed borrowing base)
that matures in December 2017 and is subject to springing
maturities.

Security and Guarantees

The bank debt and PGNs are secured by the capital stock of iHeart,
iHeart's non-broadcasting assets (non-principal property), and a
second priority lien on the broadcasting receivables that
securitize the ABL facility.

The bank debt and secured notes are guaranteed on a senior basis
by iHeartMedia Capital I, LLC (holding company of iHeart), and by
iHeart's wholly owned domestic subsidiaries. The exchange notes
benefit from a guarantee from the same entities, although it is
contractually subordinate to the secured debt guarantees. There is
no guarantee from CCOH or its subsidiaries. The legacy notes and
the new 10% notes receive no guarantees.

Recovery Ratings

iHeart's Recovery Ratings (RRs) reflect Fitch's expectation that
the enterprise value of the company will be maximized in a
restructuring scenario (going concern), rather than a liquidation.
Fitch employs a 6x distressed enterprise value multiple reflecting
the value of the company's radio broadcasting licenses in top U.S.
markets. Fitch assumes going-concern EBITDA at $832 million and
that iHeart has maximized the debt-funded dividends from CCOH and
used the proceeds to repay bank debt. Additionally, Fitch assumes
that iHeart would receive 88% of the value of a sale of CCOH after
the CCOH creditors had been repaid. Fitch estimates the adjusted
distressed enterprise valuation in restructuring to be
approximately $6.6 billion.

The 'CCC/RR4' rating for the bank debt and secured notes reflect
Fitch's estimate for a recovery range of 31%-50%. Fitch expects no
recovery for the senior unsecured legacy notes, the 10% senior
notes, and exchange notes due to their position below the secured
debt in the capital structure, and they are assigned 'RR6'.
However, Fitch rates the exchange notes 'CC' given the
subordinated guarantee.

CCOH's RRs also reflect Fitch's expectation that enterprise value
would be maximized as a going concern. Fitch stresses outdoor
EBITDA by 15%, and applies a 7x valuation multiple. Fitch
estimates the enterprise value would be $4 billion. This indicates
100% recovery for the unsecured notes. However, Fitch notches the
debt up only two notches from the IDR given the unsecured nature
of the debt. In Fitch's analysis, the subordinated notes recover
in the 31% to 50% 'RR4' range, leading to no notching from the
IDR.

Key Rating Drivers:

Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2016; the
considerable and growing interest burden that is expected to
generate negative FCF in the near term; technological threats and
secular pressures in radio broadcasting; and the company's
exposure to cyclical advertising revenue.

The ratings are supported by the company's leading position in
both the outdoor and radio industries, as well as the positive
fundamentals and digital opportunities in the outdoor advertising
space.

Rating Sensitivities:

Negative: An inability to extend maturities would result in a
downgrade. This inability may derive from a prolonged consolidated
cash burn, whether driven by cyclical or secular pressures,
reducing iHeart's ability to fund debt service and near-term
maturities. Additionally, cyclical or secular pressures on
operating results that further weaken credit metrics could result
in negative rating pressure. Lastly, indications that a distressed
debt exchange (DDE) is probable in the near term would also drive
a downgrade.

Positive: The current Rating Outlook is Negative. As a result,
Fitch's sensitivities do not currently anticipate a rating
upgrade.

Fitch's ratings are as follows:

iHeart

-- Long-term IDR at 'CCC';
-- Senior secured term loans at 'CCC/RR4';
-- Senior secured priority guarantee notes at 'CCC/RR4';
-- Senior unsecured exchange notes due 2021 at 'CC/RR6';
-- Senior unsecured notes at 'C/RR6'.

The Rating Outlook for iHeart is Negative.

Clear Channel Worldwide Holdings, Inc.
-- Long-term IDR at 'B';
-- Senior unsecured notes at 'BB-/RR2';
-- Senior subordinated notes at 'B/RR4'.

The Rating Outlook for Clear Channel Worldwide Holdings, Inc. is
Stable.


IHEARTCOMMUNICATIONS INC: Moody's Retains Caa1 Rating on Notes
--------------------------------------------------------------
Moody's Investors Service said the $250 million of additional PGNs
due 2022 from iHeartCommunications, Inc (iHeart) will not impact
the Caa1 rating of the PGN or the Caa2 corporate family rating.
The additional PGNs will be issued under the same indenture as the
PGNs due 2022 that were completed earlier this month. The use of
proceeds is to repay approximately $248 million of term loan B &
C's that mature in January 2016, pay accrued interest and expenses
related to the transaction.

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


IHEARTCOMMUNICATIONS INC: S&P Retains 'CCC+' Rating on 2022 Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said the 'CCC+' issue rating
and '3' recovery rating on San Antonio, Texas-based
iHeartCommunications Inc.'s priority guarantee notes due 2022
remain unchanged following the company's proposed $250 million
add-on (which will bring the total amount to $1 billion).  The '3'
recovery rating indicates S&P's expectations for meaningful (50%
to 70%) recovery in the event of a payment default.

The proposed transaction reduces 2016 maturities to $1.2 billion.
Leverage remains extremely high, at roughly 9x, as of June 30,
2014, and largely unchanged by the transaction.

The transaction reduces maturities through 2016 (roughly $1.2
billion) down to levels that are approaching the company's pro
forma cash and asset-backed revolver capacity, of $575 million and
roughly $300 million, respectively, or $875 million combined,
based on our estimation.  However, the company's progress in
refinancing debt at interest rates that are about 5% higher on
average will cause EBITDA coverage of interest to remain in the
low-1x area.  S&P also expects discretionary cash flow deficits in
the range of $125 million to $175 million in 2014 and 2015, under
S&P's base-case scenario, which will keep liquidity extremely
limited.

RATINGS LIST

Ratings Unchanged

iHeartCommunications Inc.
iHeartMedia Inc.
Corporate Credit Rating                   CCC+/Negative/--

iHeartCommunications Inc.
$1 bil priority guarantee notes due 2022
Senior Secured                             CCC+
  Recovery Rating                          3


ITR CONCESSION: In Ch. 11 to Pursue Dual-Track Restructuring
------------------------------------------------------------
ITR Concession Co., the operator of the Indiana Toll Road, filed
for bankruptcy protection (Bankr N.D. Ill. Case No. 14-34284) on
Sept. 21 with a plan to restructure some $6 billion in debt by
selling its assets or reorganizing its business.

ITR and its debtor-affiliates will pursue a two-track
restructuring process -- one would be a sale process that has a
deadline of Aug. 1, 2015, and the other would be a debt-for-equity
deal under which senior creditors will swap their stakes for a
95.75% stake in a reorganized ITR Concession Co. Holdings LLC.

Fernando Redondo, the CEO, says that following extensive, good-
faith discussions with a committee of their senior secured lenders
and equity sponsors, the Debtors reached agreement regarding the
proposed terms of a consensual prepackaged plan of reorganization.

Concurrently with the commencement of the chapter 11 cases, the
Debtors filed the Joint Prepackaged Plan of Reorganization, a
related disclosure statement, and a motion seeking to schedule a
combined hearing to approve the adequacy of the Disclosure
Statement and to confirm the Plan.  The Plan contemplates that the
Debtors, with the support of the Committee of Secured Parties and
their existing equity sponsors, will seek to confirm a chapter 11
plan contemplating either (a) a sale of substantially all of the
Company's assets following a competitive sale process or (b) a
comprehensive balance-sheet restructuring.

As of the Petition Date, the Debtors have outstanding funded debt
of $6.0 billion that is comprised of approximately $3.855 billion
in principal amount of first-priority syndicated bank-debt
obligations and approximately $2.15 billion in principal amount of
pari passu first-lien interest rate hedging obligations.

                         First-Day Motions

Aside from the plan-related documents, the Debtors on the Petition
Date filed motions to:

   -- jointly administer their Chapter 11 cases;

   -- maintain their cash management system;

   -- pay prepetition wages and benefits;

   -- pay their insurance obligations in the ordinary course;

   -- continue their customer programs;

   -- establish bar dates for filing proofs of claims;

   -- honor their obligations under the Skyway Toll Collection
      Agreement;

   -- provide adequate assurance of payment to utilities;

   -- pay prepetition general unsecured claims in the ordinary
      course;

   -- pay prepetition taxes and fees; and

   -- extend the deadline to file their schedules of assets
      and liabilities and statement of financial affairs.

A hearing on the first-day motions was held Sept. 23, 2014.

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

     http://bankrupt.com/misc/ITR_1st_Day_Affidavit.pdf

                       Road to Bankruptcy

The Debtors operate the Toll Road pursuant to the Indiana Toll
Road Concession and Lease Agreement, dated as of April 12, 2006,
between the Concessionaire and the Indiana Finance Authority.
Under the Concession Agreement, the Debtors have the rights to
manage, operate, and collect tolls on the Toll Road through 2081.

The Debtors financed their entry into the Concession Agreement
with approximately $3.25 billion in first-lien, variable-rate,
syndicated bank-debt obligations.  In connection with their entry
into the Concession Agreement, the Debtors also entered into a
$665 million facility to finance certain capital expenditures and
a $150 million liquidity facility to finance certain early
interest payments under the acquisition and capital expenditure
facilities.

In an effort to protect against interest rate fluctuations, the
Debtors also entered into certain interest rate hedging, or
"swap," transactions that, as of the Petition Date, represent an
aggregate secured liability of approximately $2.15 billion. This
amount became due and payable following the early termination of
the Swaps due to the Debtors' failure to make an interest payment
on June 30, 2014.  The Debtors' obligations under the swaps rank
pari passu with the Debtors' first-lien syndicated bank-debt
obligations.

Mr. Redondo relates that even though the Toll Road's performance
has improved every year since the Concession Agreement was signed,
the Debtors assumed control of the Toll Road shortly before the
collapse of the subprime housing market. The global economic
recession stifled interstate commerce, which depressed the
interstate trucking activity that accounts for a significant part
of the Toll Road's revenues.  As a result, even though the
Debtors' earnings, EBITDA, and EBITDA margins increased every year
between 2008 and 2013, they were lower than projected.
Though economic conditions have since improved and the path
forward is strong, the Debtors have been forced to devote an
increasing share of their operating income towards servicing their
debt obligations each year.

During 2013, the Debtors paid approximately $193 million in debt
servicing obligations, while generating approximately $158 million
in EBITDA.  The Debtors' 2014 debt service obligations also are
projected to exceed the Debtors' EBITDA and, without any remaining
availability under the Series B Facility, the Debtors lacked
sufficient liquidity to make the required payments under the Loans
and Swaps at the end of June 2014.

Recognizing that their current and projected debt service profiles
were not sustainable given the weakened business performance
brought on by the global economic recession, the Debtors
determined that a restructuring of their balance sheet was
necessary to ensure that the Debtors could satisfy their financial
obligations going forward.

                  Restructuring Support Agreement

In an effort to forge a consensual resolution, the Debtors, the
Equity Sponsors, and the Committee of Secured Parties engaged in
discussions regarding potential reorganization and sale
alternatives.  The extensive, arm's-length discussions, which
occurred over several months and resulted in the parties
exchanging multiple proposals, were productive and paved the way
for an 83-day forbearance following the Debtors' failure to make
an interest payment of $102 million on June 30, 2014.

The parties used the forbearance period to finalize a global
resolution -- memorialized in the Restructuring Support Agreement
-- that serves as the foundation for the chapter 11 cases.

The Restructuring Support Agreement dated Sept. 4, 2014,
contemplates a prepackaged chapter 11 process.  As such, following
execution of the Restructuring Support Agreement, the Debtors
commenced a prepackaged solicitation of the Plan on September 11,
2014, by delivering a copy of the Plan and a related Disclosure
Statement (including ballots) to the administrative agent that
maintains a registry of holders of Loan and Swap claims (for
subsequent distribution to such holders) and holders of existing
equity interests in Statewide, the only claims and interests
entitled to vote to accept or reject the Plan. Consistent with the
terms set forth in the Restructuring Support Agreement, the
Debtors set September 17, 2014, as the date by which votes to
accept or reject the Plan must have been provided to the Debtors'
proposed solicitation agent or the Administrative Agent, as
applicable. As of the Petition Date, the Debtors have obtained
votes accepting the plan from holders of more than 87 percent (in
amount) and 89 percent (in number) of the Debtors' senior secured
bank debt and interest rate hedging obligations and 100 percent
(in amount) of the existing equity interests in Statewide.  As
such, and in accordance with the Restructuring Support Agreement,
the Debtors are seeking a joint hearing in the first 30 days of
these chapter 11 cases for the Court to consider the adequacy of
the Disclosure Statement and confirmation of the Plan.

                     About ITR Concession

The Debtors operate a 157-mile, four- to six-lane toll road in
Northern Indiana commonly referred to as the Indiana Toll Road.
The Toll Road is a vital artery for interstate commerce, linking
the City of Chicago and Lake Michigan to the interstate highway
system, as well as markets, ports, and commercial and financial
centers across the United States.  The toll road opened in 1956
and is used by nearly 130,000 vehicles per day.


ITR CONCESSION: Wants October Confirmation of Prepack Plan
----------------------------------------------------------
ITR Concession Co., wants the bankruptcy court in Chicago,
Illinois, to hold a combined hearing on its Prepackaged Plan of
Reorganization and explanatory disclosure statement on Oct. 21.

The Debtors want the court to consider approval of the dual-track
plan -- which contemplates a sale process or a debt-for-equity
deal -- based on this timeline:

      Event                                  Date/Deadline
      -----                                  -------------
   Voting Record Date                        Sept. 10, 2014

   Distribution of Solicitation Package      Sept. 11, 2014

   Voting Deadline                           Sept. 17, 2014,
                                             at 4:00 p.m., PT

   Class 3 Master Ballot Deadline            Sept. 19, 2014, at
                                             4:00 p.m., PT

   Distrib. of Combined Hearing Notice       No later than two
                                             Business Days after
                                             entry of the Order

   Publication of Publication Notice         No later than five
                                             Business Days after
                                             entry of the Order

   Objection Deadline                        October 14, 2014, at
                                             4:00 p.m., prevailing
                                             Central Time

   Cure Objection Deadline                   On or before the
                                             later of the
                                             commencement of the
                                             Combined Hearing and
                                             ten Business Days
                                             following receipt of
                                             the Cure Notice

   Deadline to File the Confirmation
   and Reply Brief                           12:00 p.m.,
                                             prevailing Central
                                             Time, on the date
                                             that is two Business
                                             Days before the
                                             Combined Hearing

   Combined Hearing                          Oct. 21, 2014,
                                             prevailing Central
                                             Time

                     Recoveries Under Plan

The Debtors will seek to confirm a chapter 11 plan contemplating
either (a) a sale of substantially all of the Company's assets
following a competitive auction process or (b) a comprehensive
balance-sheet restructuring.  Under both transactions, all
outstanding and undisputed general unsecured claims against the
Debtors will be unimpaired and unaffected by the restructuring and
will be paid in full in cash on the effective date of the Plan or
in the ordinary course of business when such claims become due and
owing.

Recoveries by creditors and interest holders under the Plan are
projected as follows:

                                           Estimated  Estimated
Class   Claims and Interests     Status     Amount   Recovery
-----   --------------------     ------   ---------  ---------
  1   Other Priority Claims    Unimpaired       $0        100%
  2   Other Secured Claims     Unimpaired       $0        100%
  3   Senior Secured Claims    Impaired     $6.3-Bil.  43.5%-100%
  4   Gen. Unsecured Claims    Unimpaired   $8.0-Mil.     100%
  5   Intercompany Claims      Unimpaired       $0       0%-100%
  6   Intercompany Interests   Unimpaired       N/A        N/A
  7   Statewide Interests      Impaired         N/A        N/A

Only holders of claims in Class 3 and interests in Class 7 were
entitled to vote on the Plan.  As of the Petition Date, Kurtzman
Carson Consultants LLC, the Debtors' proposed solicitation agent,
has confirmed that the master ballot submitted by the
Administrative Agent reflecting the votes of holders of claims in
Class 3, which comprises claims on account of the Loans and Swaps,
and the ballots submitted by holders of interests in Class 7,
which comprises existing equity interests in Statewide,
demonstrate that holders of claims and interests entitled to vote
on the Plan have voted overwhelmingly to accept the Plan.

                      Two Alternatives

1. SALE TRANSACTION:

The general terms of the Sale Transaction are:

    * Sale Process to Maximize Value.  Three newly-appointed
independent directors of Statewide, who were acceptable to the
Debtors and the Committee of Secured Parties, form the membership
of a committee of the board of Statewide (the "Special Committee")
charged with conducting a competitive sale process for
substantially all of the Debtors' assets following confirmation of
the Plan, which process could extend through, at the latest,
Aug. 1, 2015.

    * Sale Procedures.  The Plan authorizes the Special Committee,
in good-faith consultation with a steering group of the Committee
of Secured Parties (the "Committee of Secured Parties Steering
Group"), to adopt and implement procedures that the Special
Committee determines will facilitate the solicitation and
evaluation of potential sale proposals without further notice
to or approval by the Court.

    * Evaluation of Bids.  Following the sale process and no later
than the Aug. 1, 2015 outside date, the Special Committee, in
good-faith consultation with and subject to the reasonable
consent of the holders of a majority of senior secured claims that
became party to the Restructuring Support Agreement on the
effective date thereof (the "Required Consenting Secured
Parties"), will determine whether any asset sale proposals provide
greater value to the Debtors and their stakeholders than the
Reorganization Transaction described below or are otherwise in the
best interests of all stakeholders.  If the Debtors do not
consummate the Sale Transaction following the sale process, the
Debtors will consummate the Reorganization Transaction.

    * Consummation of the Sale Transaction.  If the Special
Committee, in good-faith consultation with and subject to the
reasonable consent of the Required Consenting Secured Parties,
determines to pursue and implement the Sale Transaction, the Sale
Transaction shall be consummated on the effective date of the
Plan. A majority of the Debtors' senior secured creditors,
however, may elect to pursue the Reorganization Transaction
notwithstanding the Special Committee's selection of a successful
bid.  Following consummation of the Sale Transaction, the Debtors
shall make distributions to holders of claims and interests on the
effective date of the Plan in accordance with the Bankruptcy Code
and the Plan, and the Debtors shall be wound down and dissolved in
accordance with applicable law to the extent that their equity
interests are not acquired in connection with the Sale
Transaction.

2. REORGANIZATION TRANSACTION:

    * New Financing. If no Sale Transaction is consummated, the
Debtors either will (a) enter into a $2.75 billion loan facility
comprising $2.0 billion in first-lien loans and $750 million in
second-lien loans (collectively, the "New Loans"), which loans
will be distributed pro rata to the Debtors' prepetition senior
secured creditors, or (b) obtain new third-party financing on
terms no less favorable than the New Loans, the cash proceeds of
which will be distributed pro rata to the Debtors' prepetition
senior secured creditors. The Required Consenting Secured Parties
shall determine whether the Debtors issue New Loans or obtain new
third-party financing.

    * Distribution of Reorganized Equity Interests. The Debtors'
prepetition senior secured creditors will receive 95.75 percent of
the equity interests in reorganized ITR Concession
Company Holdings LLC ("Reorganized Holdings"), reorganized
Statewide Mobility Partners LLC ("Reorganized Statewide") will
receive the remaining 4.25 percent of the equity interests in
Reorganized Holdings, and the Equity Sponsors will retain their
equity interests in Reorganized Statewide.  Prior to the effective
date of the Plan and subject to certain other conditions, the
Equity Sponsors may elect to receive some or all of $80 million in
cash in lieu of the distribution of Reorganized Holdings interests
to Reorganized Statewide.  The amount of equity interests
distributed to the Debtors' senior secured creditors and
Reorganized Statewide is subject to adjustment if the principal
amount of new debt or the new third-party financing is less than
or greater than $2.75 billion.  Additionally, the amount of the
equity interests to be distributed to the Debtors' senior secured
creditors is subject to dilution by an equity award to the new
operator and increase if the Equity Sponsors elect to receive cash
in lieu of some or all of the distribution of Reorganized Holdings
interests.

    * New Manager. The Equity Sponsors will have the right to
operate and manage the Toll Road for an initial term of 10 years
in exchange for consideration in the form of either cash
reimbursement for the cost of services provided or up to three
percent of the equity interests in Reorganized Holdings as elected
by the equity sponsors, which equity interests shall vest
on a straight line and pro rata basis over 10 years after the
effective date of the Plan, commencing on the effective date of
the Plan and ceasing upon termination of the management agreement
pursuant to which the operator shall operate the Toll Road.

    * Post-Reorganization Put and Call Rights. In the event of a
change of control of, or sale of substantially all of the assets
of, the reorganized Debtors during the 18-month period after
consummation of the Plan, the Equity Sponsors and/or Reorganized
Statewide, as applicable, shall have the right to cause
Reorganized Holdings to purchase their share of the Reorganized
Holdings interests for their share of $80 million, and Reorganized
Holdings shall have the right to purchase the Reorganized Holdings
interests held by Statewide for $100 million.

A full-text copy of the Prepackaged Plan is available for free at:
http://bankrupt.com/misc/ITR_Plan.pdf

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/25_ITR_DS.pdf

                       About ITR Concession

ITR Concession Co. operates a 157-mile, four- to six-lane toll
road in Northern Indiana commonly referred to as the Indiana Toll
Road.  The toll road is a vital artery for interstate commerce,
linking the City of Chicago and Lake Michigan to the interstate
highway system, as well as markets, ports, and commercial and
financial centers across the United States.  The toll road opened
in 1956 and is used by nearly 130,000 vehicles per day.

ITR Concession and its affiliates filed for bankruptcy protection
(Bankr N.D. Ill. Lead Case No. 14-34284) on Sept. 21 with a plan
to restructure some $6 billion in debt by selling its assets or
reorganizing its business.

The Debtors have tapped Kirkland & Ellis LLP as counsel; Moelis &
Company LLC as investment banker; and Kurtzman Carson Consultants
LLC, as claims and notice agent.

As of the Petition Date, the Debtors have outstanding funded debt
of $6.0 billion that is comprised of approximately $3.855 billion
in principal amount of first-priority syndicated bank-debt
obligations and approximately $2.15 billion in principal amount of
pari passu first-lien interest rate hedging obligations.


ITR CONCESSION: To Honor Obligations to Chicago Toll Road
---------------------------------------------------------
ITR Concession Co., et al., operator of the Indiana Toll Road, ask
the bankruptcy court for authority to honor obligations under the
Skyway Toll Collection Agreement with the operator of the Chicago
Skyway Toll Bridge.

The Chicago Skyway Toll Bridge is a neighboring toll road that
serves as the Indiana Toll Road's primary link to eastbound
traffic from Illinois.

Certain affiliates of the Debtors' ultimate indirect equity
owners, non-Debtors Cintra Infraestructuras, S.A., Macquarie Atlas
Roads, and Macquarie Infrastructure Partners (collectively, the
"Sponsors"), own non-debtor Skyway Concession Company LLC, the
operator of the Chicago Skyway Toll Bridge.

The Debtors, the Skyway Concessionaire, and affiliates of the
Sponsors have entered into a number of transactions to capitalize
on valuable operational synergies between the Toll Road and the
Chicago Skyway Toll Bridge, including with respect to the
management and operation of electronic toll collection ("ETC")
facilities that utilize the interoperability system operated by
the E-ZPass Interagency Group ("E-ZPass").

Recognizing that maintaining nearly identical corporate
infrastructure systems for the Toll Road and the Chicago Skyway
Toll Bridge, which are linked to one another and share common
ownership and management, would be unnecessarily duplicative,4 the
Concessionaire and the Skyway Concessionaire entered into that
certain Electronic Toll Collection Agreement, dated as of
September 23, 2008 (as amended, modified, or supplemented, the
"Skyway Toll Collection Agreement"), pursuant to which the
Concessionaire processes ETC payments from customers of the
Debtors and the other parties to E-ZPass interoperability
agreements who travel on the Chicago Skyway Toll Bridge (the
"Skyway Tolls") and performs certain other services on
behalf of the Skyway Concessionaire.  Historically, the Debtors
have received approximately $1,000 per month from the Skyway
Concessionaire on account of the Skyway Toll Collection Agreement.
The Skyway Concessionaire reimburses the Concessionaire on a cost-
plus-ten-percent basis for the expenses that the Concessionaire
incurs in connection with the performance of such services.

Historically, the Debtors have transferred $5 million each month
to the Skyway Concessionaire on account of electronic toll
payments processed by the Debtors on behalf of the Skyway
Concessionaire in accordance with the terms of the Skyway Toll
Collection Agreement.  The Debtors typically transferred Skyway
Tolls to the Skyway Concessionaire on or around the fifteenth day
of the following month.  Accordingly, the Debtors may be expected
to make such a transfer within the first 21 days of the chapter 11
cases.

                       About ITR Concession

ITR Concession Co. operates a 157-mile, four- to six-lane toll
road in Northern Indiana commonly referred to as the Indiana Toll
Road.  The toll road is a vital artery for interstate commerce,
linking the City of Chicago and Lake Michigan to the interstate
highway system, as well as markets, ports, and commercial and
financial centers across the United States.  The toll road opened
in 1956 and is used by nearly 130,000 vehicles per day.

ITR Concession and its affiliates filed for bankruptcy protection
(Bankr N.D. Ill. Lead Case No. 14-34284) on Sept. 21 with a plan
to restructure some $6 billion in debt by selling its assets or
reorganizing its business.

The Debtors have tapped Kirkland & Ellis LLP as counsel; Moelis &
Company LLC as investment banker; and Kurtzman Carson Consultants
LLC, as claims and notice agent.

As of the Petition Date, the Debtors have outstanding funded debt
of $6.0 billion that is comprised of approximately $3.855 billion
in principal amount of first-priority syndicated bank-debt
obligations and approximately $2.15 billion in principal amount of
pari passu first-lien interest rate hedging obligations.


ITR CONCESSION: Wants Until Oct. 31 to File Schedules
-----------------------------------------------------
ITR Concession Co., asks the bankruptcy court to enter an order
(a) extending until Oct. 31, 2014, the deadline to file their
schedules of assets and liabilities, schedules of current income
and expenditures, schedules of executory contracts and unexpired
leases, and statements of financial affairs, other than each
Debtor's schedule of creditors holding unsecured nonpriority
claims as modified for creditors that hold claims listed on the
Debtors' books and records in the amount of $25,000,000 or more on
account of a single act or occurrence ("Modified Schedule F"), and
(b) permanently waiving the requirement that the Debtors file the
schedules and statements upon confirmation of the plan if
confirmation occurs before the deadline.

The Debtors' Prepackaged Plan provides, among other things, that
all allowed and undisputed general unsecured claims shall be paid
in full in cash on the Plan's effective date to the extent that
such claims are not paid in the ordinary course of business prior
to the Plan's effective date; provided that any such claims will
be subject to a claims bar date for general unsecured claims in
the amount of $25,000,000 or more on account of a single act or
occurrence.

The Debtors have filed a motion seeking to establish a limited
claims bar date solely for general unsecured nonpriority claims in
the amount of $25,000,000 or more on account of a single act or
occurrence.  Likewise, in connection herewith, the Debtors have
filed Modified Schedule F for each Debtor, listing those creditors
that hold claims listed on the Debtors' books and records in the
amount of $25,000,000 or more on account of a single act or
occurrence.

"To prepare their Statements and Schedules, the Debtors will have
to compile information from books, records, and documents relating
to a large number of claims, assets, and contracts. This
information is voluminous and not centrally located in the
Debtors' organization. Collecting the necessary information would
require an enormous expenditure of time and effort on the part of
the Debtors, their employees, and their professional advisors.
Because the only impaired holders of claims and interests under
the Plan have overwhelmingly accepted the Plan and allowed
general unsecured claims are unimpaired under the Plan, the
Debtors submit that their resources would be best used to ensure
that the Debtors' businesses run smoothly through what the Debtors
expect will be a brief prepackaged chapter 11 process," says Marc
Kieselstein, Esq., at Kirkland & Ellis LLP, proposed counsel of
the Debtors.

                       About ITR Concession

ITR Concession Co. operates a 157-mile, four- to six-lane toll
road in Northern Indiana commonly referred to as the Indiana Toll
Road.  The toll road is a vital artery for interstate commerce,
linking the City of Chicago and Lake Michigan to the interstate
highway system, as well as markets, ports, and commercial and
financial centers across the United States.  The toll road opened
in 1956 and is used by nearly 130,000 vehicles per day.

ITR Concession and its affiliates filed for bankruptcy protection
(Bankr N.D. Ill. Lead Case No. 14-34284) on Sept. 21 with a plan
to restructure some $6 billion in debt by selling its assets or
reorganizing its business.

The Debtors have tapped Kirkland & Ellis LLP as counsel; Moelis &
Company LLC as investment banker; and Kurtzman Carson Consultants
LLC, as claims and notice agent.

As of the Petition Date, the Debtors have outstanding funded debt
of $6.0 billion that is comprised of approximately $3.855 billion
in principal amount of first-priority syndicated bank-debt
obligations and approximately $2.15 billion in principal amount of
pari passu first-lien interest rate hedging obligations.


KEITH PELZEL: LSI Title Agency et al. Win Summary Judgment
----------------------------------------------------------
Magistrate Judge Karen L. Strombom of the United States District
Court for the Western District of Washington, in Tacoma, granted
the motion for summary judgment filed by defendants LSI Title
Agency, Inc. ("LSI") and Mortgage Electronic Registration Systems,
Inc. ("MERS"), in a wrongful foreclosure action, captioned as,
KEITH PELZEL, Plaintiff, v. LSI TITLE AGENCY, INC.; GMAC MORTGAGE,
LLC; HOMECOMINGS FINANCIAL NETWORK, INC.; FIRST AMERICAN TITLE
INSURANCE COMPANY; MORTGAGE ELECTRONIC REGISTRATION SYSTEMS, INC.;
et al, Defendants, CASE NO. 3:11-CV-05106-KLS (W.D. Wash.).  The
Court also denied the plaintiff's motion for extension of time to
file a response to the defendants' motion for summary judgment.
The Court dismissed all of the plaintiff's claims.

Keith Pelzel is represented by Jill J. Smith, Esq., at Natural
Resource Law Group, PLLC.

Defendants LSI Title Agency Inc., GMAC Mortgage LLC, and Mortgage
Electronic Registration Systems, Inc., are represented by William
G Fig, Esq., at Sussman Shank.

Defendant First American Title Insurance Company is represented by
John Thomas Ludlow, Esq., and Merrilee A MacLean, Esq., at Hanson
Baker Ludlow Drumheller.

A copy of the Court's September 18, 2014 Order is available at
http://is.gd/BTzVbpfrom Leagle.com.

Keith Pelzel filed for chapter 11 bankruptcy on August 17, 2012,,
which was converted to a chapter 7 bankruptcy case on April 1,
2013.  Mark Waldron was appointed as chapter 7 trustee for the
plaintiff's bankruptcy estate.


LEHMAN BROTHERS: Barclays Pays $15MM to Settle SEC Claim
--------------------------------------------------------
Law360 reported that Barclays Capital Inc. agreed to pay $15
million to settle U.S. Securities and Exchange Commission claims
that it had widespread compliance failures in the investment
advisory business it acquired at the collapse of Lehman Brothers
Holdings Inc.  According to the report, among other shortcomings,
Barclays engaged in more than 1,500 improper principal trades with
advisory clients, enforcement staffers said in a settlement order
filed in the SEC's administrative court.

                      About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Reaches Settlement on Canary Wharf Claims
----------------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported
that Lehman Brothers Holdings Inc. reached a settlement that gives
holders of claims tied to properties in London's Canary Wharf
financial district a $350 million allowed claim in the case,
ending a long-running dispute.  According to the report, Lehman,
in court filings, said Canary Wharf Management Ltd. and three
related entities have agreed to the deal, which needs U.S.
bankruptcy court approval.

                      About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


MASON COPPELL: Disclosure Statement Hearing Set for October 8
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas set
a hearing for Oct. 8, 2014, at 2:30 p.m. to consider the adequacy
of the disclosure statement explaining a plan of liquidation filed
by the Official Committee of Unsecured Creditors for the Chapter
11 cases of Mason Coppell OP LLC and its debtor-affiliates.

As reported in the Troubled Company Reporter on Sept. 8, 2014,
during the administration of the bankruptcy cases, the Court
approved transactions authorizing the Debtors to sell
substantially all their operating assets.  The remaining estate
assets comprise cash from those transactions, some cash from
collection of accounts receivable, uncollected accounts receivable
and potential causes of action against insiders, former management
companies, third-party vendors and recipients of pre-petition
payments.

Under the Plan, the Creditors Committee proposes to administer the
bankruptcy assets through a Liquidating Trust and appoint a
Liquidating Trustee to, among other things, (i) allocate the sale
proceeds; (ii) pay all secured claims, administrative expenses and
priority claims; (iii) liquidate all remaining assets, converting
the assets to cash; and (iv) distribute the cash to unsecured
creditors pursuant to the terms of the Plan.

Secured claims of Oxford Finance LLC will only be paid out of the
assets of the Debtors obligated to Oxford Finance LLC.  Mason
Mesquite's estate will pay 20% of the Chapter 11 Administrative
Claims incurred during the administration of the Bankruptcy Cases
and 100% of any tax, secured or other priority claims asserted
against its estate.  The remaining cash will be allocated to a
Liquidation Reserve established for the Oxford Debtors (the
"Oxford Debtor Reserve" as defined in the Plan) and used to pay
the Oxford Secured Claim, the remaining 80% of the Chapter 11
Administrative Claims, and all other tax, secured or priority
claims asserted against the Oxford Debtors.  To ensure a fair
balancing of the Oxford Debtors' assets, the Plan uses a formula
to divide the remaining cash among the Oxford Debtors.

Creditors will also have the opportunity to participate in future
litigation of estate causes of action.  The Plan gives the
unsecured creditors an option to "opt in" or "opt out" of future
litigation.  The Creditors Committee believes this opt-in/opt-out
approach gives creditors the flexibility to decide how best to use
the available funds -- distribute them faster, or hold some back
in an effort to maximum recoveries through litigation.

Based on these proposed allocations and divisions, the Creditors
Committee anticipates that general unsecured creditors of each
estate will receive distributions of 14% to 17% for creditors of
the Oxford Debtors, or approximately 25% for creditors of Mason
Mesquite.

                 Classes and Proposed Treatment

The Plan has five main classes, but the Plan does not seek to
consolidate the Debtors' cases for distribution.  If Creditors
have claims against multiple debtors, they will be able to submit
a ballot in each case where they assert a claim.  The actual
distributions may vary from Debtor to Debtor because each Debtor
has a different creditor body, different amounts of collectible
Accounts Receivable, and different net sale proceeds.

Class 1 - Oxford Secured Claims will be recovered 100% in the
approximate amount of $1.7 million or less.  Class 2 - Secured Tax
Claims, Class 3 - Priority Non-Tax Claims and Class 4 - Other
Secured Claims will also be recovered in full.

Creditors holding Class 5 - General Unsecured Claims will recover
around 14% - 25% of their claims, depending on estate.  There
approximately 100 - 150 Class 5 Claim Holders per estate.

The six holders of Equity Interests will not recover anything and
the Class is deemed to reject the Plan.  All Equity Interests in
the Debtors will be cancelled as of the Effective Date.

                       Vesting of Assets

The assets presently available for distribution include the net
collections from accounts receivable of the Debtors and the cash
proceeds derived from the Court-approved sale to THI of Baltimore,
Inc., an affiliate of Fundamental Long Term Care.  There remain
some uncollected accounts receivable, which will be collected by
the Liquidating Trustee's collection agents.  Additionally, the
transaction with Fundamental did not allocate the sale proceeds by
entity.  Accordingly, the Plan will provide for a meaningful
allocation of the proceeds.

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

       http://bankrupt.com/misc/MASONCOPPELL_DS_082914.pdf

                       About Mason Coppell

Mason Coppell OP, LLC, Mason Georgetown OP, LLC, Mason Mesquite
OP, LLC, and Mason Round Rock OP, LLC operate five skilled nursing
homes in Texas.  Mason Georgetown RealCo, LLC, owns the real
estate and building for the operations of Mason Georgetown.  They
initiated the Chapter 11 cases to effectuate a prompt transfer of
their assets and operations to preserve patient safety and any
potential value for creditors.

Mason Coppell OP, LLC, et al., filed Chapter 11 bankruptcy
petitions (Bankr. N.D. Tex. Case Nos. 14-31327 to 14-14-31334) on
March 18, 2014.  Judge Stacey Jernigan presides over the cases.

The Debtors estimated assets of at least $10 million and debts of
at least $10 million.

The Debtors, except Mason Georgetown Realco, are represented by
Joe E. Marshall, Esq., Thomas D. Berghman, Esq., and Timothy A.
Million, Esq., at Munsch Hardt Kopf & Harr, P.C.  Georgetown
Realco is represented by Jonathan S. Covin, Esq., and Shayla L.
Friesen, Esq., at Wick Phillips Gould & Martin, LLP.

Deloitte Transactions and Business Analytics, LLP, acts as the
Debtors' restructuring advisor with Louis Robichaux serving as
chief restructuring officer.

On March 28, 2014, the United States Trustee appointed an
Unsecured Creditors' Committee in the cases.  To date there has
been no request made for the appointment of a trustee or examiner.
A patient care ombudsman has not yet been appointed.  However, the
Court has scheduled a show cause hearing on April 15 to consider
the appointment of an Ombudsman.

Counsel for the Committee is Cox Smith Mathews Incorporated's Mark
Andrews, Esq.

Counsel for Oxford Finance, LLC, which is owed almost $16 million
on a term loan and revolving credit, is Vedder Price P.C.'s Jon
Aberman, Esq.

Mason Coppell OP, LLC, et al., obtained Court authority to sell
substantially all of their assets for a total of $16.1 million,
consisting of $4.0 million for so-called facility assets and $12.1
million for the 142-bed nursing home facility commonly known as
Estrella Oaks Rehabilitation Care Center, in Georgetown, Texas.

At the closing of the sale, proceeds of the sale of the real
property in the amount of $12.1 million, less adjustments,
required U.S. Trustee fees, and required administrative expenses,
will be paid to Oxford.

Debtor Mason Friendswood OP, LLC, has separately sought authority
to sell the Friendship Haven Health and Rehabilitation Center to
ensure uninterrupted and continued care at the Facility.

The Official Committee of Unsecured Creditors filed a Plan of
Liquidation and accompanying Disclosure Statement on August 29,
2014.


MASON COPPELL: Has Deal Over Payment, Treatment of Oxford Claim
---------------------------------------------------------------
Dennis Faulkner, the Chapter 11 Trustee of Mason Coppell OP, LLC,
and its affiliate debtors; the Official Committee of Unsecured
Creditors; and Oxford Finance, LLC, collectively filed with the
U.S. Bankruptcy Court for the Northern District of Texas a joint
stipulation concerning payment and treatment of Oxford's secured
claim.

The Committee and the Chapter 11 Trustee have been in discussions
with Oxford to effectuate a paydown prior to Plan Confirmation.
The parties believe it is in the estates' interests to:

   a) fix the Remaining Oxford Secured Claim, to the extent
      possible;

   b) minimize or stop further accruals of interest, fees, and
      expenses on the Remaining Oxford Secured Claim, to the
      extent possible; and

   c) resolve all controversies with Oxford.

According to court documents, it is in Oxford's interest to enter
into an agreement with the Committee and the Trustee so that:

   a) The Remaining Oxford Secured Claim amount is final;

   b) Oxford is paid back as expeditiously as possible; and

   c) All controversies with the Trustee and Committee are
      resolved.

The parties agree as follows:

   a) The Trustee will pay $500,000 in partial satisfaction of the
      Remaining Oxford Secured Claim within three business
      days after the filing of the Stipulation;

   b) Upon timely payment, the Prepayment Penalty portion of
      the Remaining Oxford Secured Claim will be reduced by
      $30,000.00;

   c) Provided that the Remaining Oxford Secured Claim is paid
      down to a balance of $90,000 on or before the effective date
      of a plan, Oxford will agree to release the Oxford Debtors
      from the remainder of the Prepayment Penalty portion of the
      Remaining Oxford Secured Claim, and the Remaining Oxford
      Secured Claim shall be deemed fully and finally satisfied by
      the Oxford Debtors;

   d) Until the Remaining Oxford Secured Claim is paid down as set
      forth in paragraph (d) above, Oxford shall have the
      continued right to sweep all collections of the Oxford
      Debtors' accounts receivable; and

   e) Oxford shall provide the Trustee and Committee, through
      their respective counsel of record, monthly notices and/or
      invoices showing any interest and attorneys' fees that have
      accrued from and after the filing of this Stipulation until
      the Remaining Oxford Secured Claim is paid in full, and the
      Trustee and Committee each shall retain the right to review
      such invoices or notices and, if necessary, object to any
      attorneys' fees believed to be unreasonable or unnecessary.

The Debtors say the estates have funds available to pay down at
least $500,000 to Oxford on account of the Remaining Oxford
Secured Claim.  In addition, the Trustee says the estates hold
approximately $2.4 million cash in the aggregate for all of the
Debtors.  The Trustee and the Committee note they anticipate the
Debtors will be able to collect an additional $3.7 million in
outstanding accounts receivable.

Based on the Debtors' books, the Trustee and the Committee believe
approximately $325,000 of this amount belongs to Mason Mesquite
based on collections of Mason Mesquite's accounts receivable.
Further, the Committee believes approximately $975,000 of the
aggregate cash held by the Trustee may be allocable to Mason
Mesquite from the Fundamental Sale.  Thus, even after deducting
the cash allocable to Mason Mesquite, an immediate pay down to
Oxford in the proposed amount of $500,000 will leave the Oxford
Debtors' estates with sufficient cash on hand to finish
administering the estates.

Oxford retained as counsel:

   Jonathan E. Aberman, Esq.
   VEDDER PRICE P.C.
   222 N. La Salle Street, Suite 2600
   Chicago, IL 60601
   Tel: (312) 609-7500
   Fax: (312) 609-5005

A full-text copy of the joint stipulation is available for free
at http://is.gd/gMn58d

                       About Mason Coppell

Mason Coppell OP, LLC, Mason Georgetown OP, LLC, Mason Mesquite
OP, LLC, and Mason Round Rock OP, LLC operate five skilled nursing
homes in Texas.  Mason Georgetown RealCo, LLC, owns the real
estate and building for the operations of Mason Georgetown.  They
initiated the Chapter 11 cases to effectuate a prompt transfer of
their assets and operations to preserve patient safety and any
potential value for creditors.

Mason Coppell OP, LLC, et al., filed Chapter 11 bankruptcy
petitions (Bankr. N.D. Tex. Case Nos. 14-31327 to 14-14-31334) on
March 18, 2014.  Judge Stacey Jernigan presides over the cases.

The Debtors estimated assets of at least $10 million and debts of
at least $10 million.

The Debtors, except Mason Georgetown Realco, are represented by
Joe E. Marshall, Esq., Thomas D. Berghman, Esq., and Timothy A.
Million, Esq., at Munsch Hardt Kopf & Harr, P.C.  Georgetown
Realco is represented by Jonathan S. Covin, Esq., and Shayla L.
Friesen, Esq., at Wick Phillips Gould & Martin, LLP.

Deloitte Transactions and Business Analytics, LLP, acts as the
Debtors' restructuring advisor with Louis Robichaux serving as
chief restructuring officer.

On March 28, 2014, the United States Trustee appointed an
Unsecured Creditors' Committee in the cases.  To date there has
been no request made for the appointment of a trustee or examiner.
A patient care ombudsman has not yet been appointed.  However, the
Court has scheduled a show cause hearing on April 15 to consider
the appointment of an Ombudsman.

Counsel for the Committee is Cox Smith Mathews Incorporated's Mark
Andrews, Esq.

Counsel for Oxford Finance, LLC, which is owed almost $16 million
on a term loan and revolving credit, is Vedder Price P.C.'s Jon
Aberman, Esq.

Mason Coppell OP, LLC, et al., obtained Court authority to sell
substantially all of their assets for a total of $16.1 million,
consisting of $4.0 million for so-called facility assets and $12.1
million for the 142-bed nursing home facility commonly known as
Estrella Oaks Rehabilitation Care Center, in Georgetown, Texas.

At the closing of the sale, proceeds of the sale of the real
property in the amount of $12.1 million, less adjustments,
required U.S. Trustee fees, and required administrative expenses,
will be paid to Oxford.

Debtor Mason Friendswood OP, LLC, has separately sought authority
to sell the Friendship Haven Health and Rehabilitation Center to
ensure uninterrupted and continued care at the Facility.

The Official Committee of Unsecured Creditors filed a Plan of
Liquidation and accompanying Disclosure Statement on August 29,
2014.


MEDICAL EDUCATIONAL: Court OKs Amendment to R. Velez Retention
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico approved
Medical Educational and Health Services Inc.'s request to modify
its employment agreement with Rafael Gonzales Velez, Esq., as
bankruptcy counsel.

The essential modification is that the new contract would be
entered with a professional services corporation, wholly owned by
Mr. Velez and called Rafael Gonzalez Velez, PSC.  Under the
proposed new contract, the legal services rendered by Mr. Velez
will continue to be provided in the exact same manner.

As previously reported by The Troubled Company Reporter, Mr.
Velez's services include (a) giving the Debtor legal advice with
respect to its Chapter 11 case; (b) representing the Debtor in the
adversary proceeding, index or contested matters filed by or
against the Debtor; and (c) representing the Debtor in any other
matter requested by the Debtor.

Mr. Velez's services are billed $150 per hour for matters related
to the bankruptcy case and $100/hr for matters related to
adversary proceedings.  The hourly fees are separated and in
addition to a 15% fee award.

Mr. Velez assures the Court that his firm "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

          About Medical Educational and Health Services

Headquartered in Mayaguez, Puerto-Rico, Medical Educational and
Health Services Inc. was created, specifically, to promote and
advance the establishment and operation of medical educational
facilities and institutions along the western areas of Puerto
Rico.  The Company filed for Chapter 11 bankruptcy protection on
June 3, 2010 (Bankr. D. P.R. Case No. 10-04905).  The Company
estimated US$10 million to US$50 million in assets and
US$1 million to US$10 million in liabilities.  The Debtor is
represented by Rafael Gonzalez Velez, Esq.


MF GLOBAL: Seeks to Make $295MM Payout to Creditors
---------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that
Bankruptcy Judge Martin Glenn was slated to hear Monday, Sept. 22,
the request of MF Global Inc. for authority to make a $295 million
payout to creditors.  The bulk of the money is earmarked for
unsecured creditors, who would receive a first distribution of
about 20% of what trustee James W. Giddens has agreed to pay.
Holders of secured, administrative and priority claims that have
been resolved will get 100% of their money all at once.  Mr.
Giddens has also asked for permission to create a reserve fund of
more than $400 million for unresolved claims and to put a cap on
their amounts.

                         About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MILLER AUTO PARTS: Has Interim DIP Loan, Cash Collateral Approval
-----------------------------------------------------------------
Judge Mary Grace Diehl of the U.S. Bankruptcy Court for the
Northern District of Georgia, Atlanta Division, gave Miller Auto
Parts & Supply Company, Inc., et al., interim authority to obtain
postpetition financing from its prepetition lender FCC, LLC, d/b/a
First Capital, and use cash collateral securing their prepetition
indebtedness.

As previously reported by The Troubled Company Reporter, 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.

A full-text copy of the Interim DIP Order with Budget is available
at http://bankrupt.com/misc/MILLERdipord0918.pdf

The Court will convene a hearing on Oct. 3, 2014, at 9:30 a.m., to
consider final approval of the motion.  Objections must be
submitted no later than Sept. 30.

                      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: Seeks to Tap Scroggins & Williamson as Counsel
-----------------------------------------------------------------
Miller Auto Parts & Supply Company, Inc., et al., seek authority
from the U.S. Bankruptcy Court for the Northern District of
Georgia, Atlanta Division, to employ Scroggins & Williamson, P.C.,
as their attorneys.

The Debtors will require professional services from the attorneys,
including:

   (a) preparation of pleadings and applications;

   (b) conduct of examinations;

   (c) advising applicants of their rights, duties and obligations
       as debtors-in-possession;

   (d) consulting with applicants and representing applicants with
       respect to a Chapter 11 plan and/or sale of the Applicant's
       assets;

   (e) performining legal services incidental and necessary to the
       day-to-day operation of the Debtors' affairs, including,
       but not limited to, institution and prosecution of
       necessary legal proceedings, and general business and
       corporate legal advice and assistance; and

   (f) taking all other actions incidental to the proper
       preservation and administration of the Debtors' estates.

The firm will be paid their hourly rates, which currently range
$285 to $425 per hour for attorneys and from $75 to $150 per hour
for paralegals.  The firm is currently holding approximately
$50,000 as a Chapter 11 retainer.  Prior to the Petition Date, the
firm has been paid approximately $39,785 from prepetition
retainers for advising and assisting the Debtors in connection
with the Chapter 11 case.

Robert Williamson, Esq., a member of Scroggins & Williamson, P.C.,
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.

                      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 GGG Partners as Financial Advisor
-------------------------------------------------------------
Miller Auto Parts & Supply Company, Inc., et al., seek authority
from the U.S. Bankruptcy Court for the Northern District of
Georgia, Atlanta Division, to employ GGG Partners, LLC, as
financial advisor.

The Debtors contemplate that GGG will provide the following
services:

   (a) assist and advise the Debtors with the analysis of the
       Debtors' business, business plan, and strategic financial
       position;

   (b) assist and advise the Debtors in connection with any sales
       or other dispositions of assets of the Debtors;

   (c) assist with the formulation, evaluation, implementation of
       various options for a restructuring plan to be confirmed in
       the Debtors' jointly administered case under the Bankruptcy
       Code;

   (d) assist the Debtors in negotiations with creditors,
       shareholders, landlords and other appropriate
       parties-in-interest;

   (e) provide financial advisory services to the Debtors in
       connection with valuation, financial projection or other
       analyses with respect to a restructuring plan; and

   (f) if necessary, participate in hearings before the bankruptcy
       court with respect to matters upon which GGG has provided
       advice, including coordinating with the Debtors' counsel
       with respect to testimony in connection therewith.

Prior to the Petition Date, the firm has been paid $47,710 from
prepetition retainers for advising and assisting the Debtors in
connection with the Chapter 11 case and related matters.  The firm
currently holds a retainer in the amount of approximately $37,267.

Katie S. Goodman, a principal of GGG Partners, LLC, assures the
Court that her 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.

                      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: Can Employ Logan & Co. as Claims Agent
---------------------------------------------------------
Judge Mary Grace Diehl of the U.S. Bankruptcy Court for the
Northern District of Georgia, Atlanta Division, authorized Miller
Auto Parts & Supply Company, Inc., et al., to employ Logan &
Company to act as claims, noticing, and balloting agent

As previously reported by The Troubled Company Reporter, 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.


MILLER AUTO PARTS: Court Issues Joint Administration Order
----------------------------------------------------------
Judge Mary Grace Diehl of the U.S. Bankruptcy Court for the
Northern District of Georgia, Atlanta Division, issued an order
granting joint administration of the Chapter 11 cases of Miller
Auto Parts & Supply Company, Inc., and its debtor affiliates,
under Case No. 14-68113, with respect to administrative matters
only.

                      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.


MISSION NEW ENERGY: Director Reports Initial Interest Notice
------------------------------------------------------------
Mohd Azlan Bin Mohammed, a non-independent non-executive director
of Mission NewEnergy Ltd, disclosed with the U.S. Securities and
Exchange Commission that as of Sept. 15, 2014, he did not own any
shares of the Company's securities.

Karisma Integrasi Sdn Bhd, a Malaysian incorporated company in
which Mr. Mr. Mohd Azlan holds a major equity interest and serves
as a director, owns 5,000,000 ordinary shares of Mission
NewEnergy.

A copy of the regulatory filing is available at:

                         http://is.gd/aGRV0G

                       About Mission NewEnergy

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

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

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

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


MOLYCORP INC: Pegasus Capital No Longer a 5% Shareholder
--------------------------------------------------------
Pegasus Capital LLC and its affiliates disclosed that they ceased
to be the beneficial owners of more than 5% of the Common Stockof
Molycorp, Inc., according to a regulatory filing with the U.S.
Securities and Exchange Commission.  As of Aug. 21, 2014, the
Reporting Persons are the beneficial owners of an aggregate of
7,970,073 shares or approximately 3.3% of the Common Stock based
on 244,773,589 shares of Common Stock outstanding as of Aug. 15,
2014.

As of Aug. 21, 2014, PP IV Mountain Pass II, LLC, owns 4,335,721
shares of Common Stock.

As of Aug. 21, 2014, PP IV MP AIV 1, LLC, owns 2,100,144 shares of
Common Stock.

As of Aug. 21, 2014, MPAIV2 owns 767,104 shares of Common Stock.

As of Aug. 21, 2014, PP IV MP AIV 3, LLC, owns 767,104 shares of
Common Stock.

As of Aug. 21, 2014, Pegasus Partners IV, L.P. owns 4,335,721
shares of Common Stock.

As of Aug. 21, 2014, Pegasus Partners IV (AIV), L.P. owns
2,100,144 shares of Common Stock.

As of August 21, 2014, Pegasus Investors IV GP, L.L.C. owns
7,970,073 shares of Common Stock.

As of Aug. 21, 2014, Pegasus Capital LLC owns 7,970,073 shares of
Common Stock.

As of Aug. 21, 2014, Craig Cogut owns 7,970,073 shares of Common
Stock.

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

                        http://is.gd/9JNI5O

                           About Molycorp

Molycorp -- http://www.molycorp.com-- produces a wide variety of
specialized products from 13 different rare earths (lights, mids
and heavies), the transition metal yttrium, and five rare metals
(gallium, indium, rhenium, tantalum and niobium). With 26
locations across 11 countries, Molycorp also produces rare earth
magnetic materials through its Molycorp Magnequench subsidiary,
including neodymium-iron-boron ("NdFeB") magnet powders, used to
manufacture bonded NdFeB permanent rare earth magnets. Through its
joint venture with Daido Steel and the Mitsubishi Corporation,
Molycorp manufactures next-generation, sintered NdFeB permanent
rare earth magnets.  The Company also markets and sells a line of
rare earth-based water treatment products.

The Company's balance sheet at June 30, 2014, showed $2.83 billion
in total assets, $1.61 billion in total liabilities and $1.21
billion in total stockholders' equity.

                            *   *    *

As reported by the TCR on June 23, 2014, Moody's Investors Service
downgraded the corporate family rating (CFR) of Molycorp, Inc. to
Caa2 from Caa1.  The downgrade reflects continued weakness in rare
earths pricing environment, ongoing negative free cash flows, weak
liquidity and high leverage.

In July, 2014, Standard & Poor's Rating Services lowered its
corporate credit rating on Greenwood Village, Colo.-based Molycorp
Inc. to 'CCC' from 'CCC+.  The downgrade reflects S&P's view of
the company's deteriorating liquidity position.


MUELLER WATER: Moody's Raises Corporate Family Rating to B1
-----------------------------------------------------------
Moody's Investors Service upgraded the ratings of Mueller Water
Products, Inc. ("Mueller") including its Corporate Family Rating
("CFR") to B1 from B2, Probability of Default Rating to B1-PD from
B2-PD, $180 million 8.75% Senior Unsecured Notes, due 2020, to Ba3
from B1 and $365 million 7.375% Senior Subordinated Notes, due
2017, to B3 from Caa1. In addition, Moody's affirmed the
Speculative-Grade Liquidity (SGL) Rating at SGL-2. The ratings
outlook continues to be stable.

The upgrade of the Corporate Family Rating to B1 from B2 reflects
continued improvement in credit metrics owing to conservative
balance sheet management and elevated demand for the company's
products and services. Moody's projects Mueller's debt to EBITDA
to decline to around 3.0x and interest coverage (EBITA/interest
expense) to increase to close to 3x by the end of 2015.

The following rating actions were taken:

Corporate Family Rating, upgraded to B1 from B2;

Probability of Default Rating, upgraded to B1-PD from B2-PD;

$180 million 8.75% Senior Unsecured Notes, due 2020, upgraded to
Ba3 (LGD3) from B1 (LGD3);

$365 million 7.375% Senior Subordinated Notes, due 2017, upgraded
to B3 (LGD5) from Caa1 (LGD5);

Speculative-Grade Liquidity Rating, affirmed at SGL-2;

Ratings Rationale

The B1 Corporate Family Rating reflects Moody's expectation that
Mueller's credit metrics will continue to improve in 2015 as end-
markets recover. The ratings also acknowledge the company's
conservative balance sheet management that has had a positive
impact on credit metrics. Mueller has been pro actively reducing
its debt levels by buying back its notes over the last couple of
years. Since March 2012, the company has retired $100 million of
debt. Moody's expect the company to continue to reduce its debt
balance when possible. Moreover, the rating considers the
company's strong market position, its substantial installed base
of diverse products that can lead to a high percentage of
recurring revenues, and the growing and inevitable need to
eventually repair and/or replace aging water infrastructure
systems while maintaining compliance with EPA regulations.
Furthermore, Mueller's asset-based revolving credit facility
(ABL), its ability to generate positive free cash flow, and the
absence of near-term debt maturities strengthen the company's
liquidity position.

At the same time, the B1 CFR considers Mueller's exposure to the
volatile municipal spending environment, commercial construction,
and residential construction as economic uncertainty persists.
Mueller derives about 55% of revenues from municipal spending, 30%
from new non-residential construction, 10% from oil & gas, and 5%
from new residential construction. Municipal spending has recently
improved; however, budget pressures and competition for municipal
funds remain. The residential construction market has shown
progress, albeit choppy, as well. This relieves local governments'
budget pressures as property taxes and other fees associated with
residential construction increase. Commercial construction is also
improving, but at a slower rate than residential construction,
thus, residential construction is expected to represent a larger
share of the company's revenue distribution.

The stable outlook reflects the expected improvement in credit
metrics and end markets.

The ratings could be upgraded if adjusted debt to EBITDA is
sustained well below 3.0x and adjusted EBITA to interest expense
is sustained above 4x. Also, solid liquidity position, maintaining
conservative financial policies and conditions in the company's
end markets are considered in ratings upgrade.

The ratings could be lowered if adjusted debt to EBITDA increases
above 3.75x on a sustained basis, EBITA to interest expense
declines below 2.5x. Furthermore, the ratings could be downgraded
if the company's liquidity position deteriorates or if end-market
conditions weaken.

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.

Headquartered in Atlanta, Georgia, Mueller Water Products, Inc. is
a North American manufacturer and supplier of water infrastructure
and flow control products for use in water distribution networks,
water and wastewater treatment facilities, and gas distribution
and piping systems. Revenues and net income for the trailing 12
months ended June 30, 2014 were $1.157 billion and $46 million,
respectively.


MVB HOLDING: Creditors Begin Filing Claims; Tax Money Escrowed
--------------------------------------------------------------
Mary Perez, writing for the Sun Herald, reported that creditors of
MVB Holding LLC, operator of the Margaritaville Casino Biloxi,
began registering claims on Sept. 17 in hopes of recouping some of
the money owed them by MVB.

The report relates that Clay Point LLC -- a group of people and
companies that owns the Margaritaville property on Fifth Street
and the Back Bay -- says in papers it is owed more than $4 million
in back rent and taxes, and was among the first creditors to file
claims to the bankruptcy court through its attorneys.

Other attorneys have filed claims on behalf The Citizens Bank of
Philadelphia, Liberty Bank, PDS Gaming, Whitney Bank and Fortress
Credit Corp., the report added.

MVB has indicated in its bankruptcy petition it doesn't anticipate
having any money to pay any unsecured creditors.

The report added that Judge Katharine M. Samson has ordered that
all tax money collected from sales or withheld from employees be
set aside and deposited into a separate bank account.

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.


MVB HOLDING: Meting With Slot Machine Owners Held, Food Donated
---------------------------------------------------------------
Mary Perez, writing for the Sun Herald, reported that Robert Byrd,
the bankruptcy attorney for MVB Holding LLC, said he had a
conference call scheduled Sept. 18 with several slot machine
companies to set the protocol for collecting leased equipment
still in the casino, "which we will agree to," he said.

Margaritaville Biloxi has been removed from the list of casinos on
the Margaritaville website, and what will happen to the building
is now up to the bankruptcy court. A hearing, scheduled for Sept.
24 in Biloxi to possibly determine who would have control of the
building, was cancelled by the bankruptcy filing last week.

The casino closed on Sept. 15 at 10 p.m.

According to the report, Mr. Byrd also said perishable food is
being donated to area food pantries and beer distributors will
collect the remaining beer at the site.

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.


MVB HOLDING: Section 341(a) Meeting Set for Nov. 14
---------------------------------------------------
A meeting of creditors in the bankruptcy case of MVB Holding is
scheduled for Nov. 14, 2014, at 10:30 a.m. at 341 Mtg - Gpt - Ch
7, 11, 13.  Creditors have until Jan. 14, 2015, to submit their
proofs of claim.

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

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

MVB Holding, LLC, in Biloxi, Mississippi, filed a Chapter 11
bankruptcy petition (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 assets
and liabilities.  The petition was signed by Doug Shipley as
president/CEO.


MVB HOLDING: Landlord Seeks Stay to Pursue Eviction Proceeding
--------------------------------------------------------------
Clay Point, LLC, asks the U.S. Bankruptcy Court for the Southern
District of Mississippi to compel MVB Holding, LLC, to decide
whether to assume or reject their leasehold agreement, under which
the Debtor leased the property on which it operated as the
Margaritaville Casino until it ceased operations on Sept. 15.

In the alternative, Clay Point asks the Court to grant immediate
relief from the stay to allow it to resume the eviction proceeding
that was underway in state court when the bankruptcy petition was
filed.

According to Clay Point, the lease agreement provisions require,
among other things, that the Debtor: (1) maintain insurance
listing Clay point as an additional insured or for notice
purposes; (2) pay rent as provided in the lease agreement; (3)
continuously operate a casino operation on the leased premises;
and (4) other obligations.  Clay Point says the Debtor has not
complied with and/or is not capable of complying with the
following obligations under the lease, noting specifically that
the Debtor has not paid past due and unpaid rent as of the
Petition Date in the amount of $4,132,441.

Clay Point says the Debtor has little or no equity in any property
that could be liquidated for the benefit of unsecured creditors,
nor is the property necessary for an effective reorganization as
there is no reasonable prospect of reorganization in the absence
of a resumption of the gaming operation.  These facts constitute
good cause to require the Debtor to immediately assume or reject
the lease agreement, in which case it should be directed to
surrender the property, Clay Point adds.

Clay Point is represented by:

         William P. Wesler, Esq.
         W. Gerry Wessler, Esq.
         1624 24th Avenue
         Gulfport, MS 39501
         Tel: (228) 863-3686
         Fax: (228) 863-7877

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.


MVP HEALTH: A.M. Best Affirms 'B+' Finc'l. Strength Rating
----------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
B+ (Good) and the issuer credit ratings (ICR) of "bbb-" of MVP
Health Plan, Inc. and MVP Health Services Corp.  Additionally,
A.M. Best has affirmed the FSR of B (Fair) and ICR of "bb" of MVP
Health Insurance Company and MVP Health Insurance Company of New
Hampshire, Inc. (Bedford, NH).  The outlook for all ratings is
stable, except for MVP Health Services Corp, which was revised to
negative from stable.  Collectively, all companies are
subsidiaries of their direct parent, MVP Health Care, Inc. and
domiciled in Schenectady, NY, unless otherwise specified.

The rating affirmations reflect MVP Health Plan, Inc.'s good level
of risk-adjusted capitalization, its fairly conservative
investment portfolio and good brand name recognition in the
upstate New York region.  MVP Health Plan, Inc. remains the
primary contributor to MVP Health Care, Inc.'s operations and its
main source of dividends, including a dividend of approximately
$95 million through June 2014 that was used to provide capital
contributions to affiliated entities and funds various other
initiatives in the group.

A.M. Best remains concerned about the recent deterioration in the
organization's overall operating performance through mid-2014.
Moreover, the organization faces continued challenges in the
operating performance of its Medicare Advantage business line,
which is government funded and heavily impacted by reimbursement
rate cuts.  Concerns over the lack of material capital improvement
also remain, as well as over the lack of material signs of
progress on its various strategic initiatives aimed at improving
the organization's operating results.

In August 2013, MVP Health Plan, Inc. acquired Hudson Health Plan
(HHP), a Tarrytown, NY-based Medicaid managed care organization.
A.M. Best will continue to assess the ultimate impact of the HHP
acquisition on the organization's overall operations, strategic
plans, earnings and capitalization, as well as integration of this
entity into MVP Health Plan, Inc.

The negative outlook assigned to MVP Health Service Corp. reflects
A.M. Best's concerns over this entity's change in strategic
direction; this has resulted in rapid growth in premium through
the first half of 2014 and deterioration in earnings, causing
further strain on its risk-adjusted capital position and requiring
a capital infusion from the parent.

A.M. Best believes MVP Health Care, Inc. and its sister companies
are well positioned at their current rating levels.  Future
negative rating actions could occur if these companies report
further deterioration in operating results, have continued
challenges in operating performance of government funded and/or
commercial small-group lines of business, or if a significant
decline in risk-adjusted capitalization occurs.


NATIONAL CINEMEDIA: S&P Revises Outlook to Neg. & Affirms BB- CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Centennial, Colo.-based National CineMedia Inc. (NCM)
and operating subsidiary National CineMedia LLC (NCM LLC) to
negative from stable.  S&P also affirmed all ratings, including
its 'BB-' corporate credit on the company.

"The outlook revision reflects our expectation that leverage will
remain elevated, above 4x, over the next 12 to 18 months as a
result of declines in national advertising rates," said Standard &
Poor's credit analyst Jeanne Shoesmith.

The company expects to complete the acquisition of Screenvision
Exhibition Inc., the second largest in-theater advertising network
in North America, later this year.  S&P believes that competitive
pressure on advertising rates will ease following the acquisition
and that the scatter advertising market will also gradually
improve throughout the remainder of the year.  Scatter advertising
is ad time sold a month ahead during the fall-through-summer
season, in contrast with upfront advertising, which is committed
ahead for the entire year.  As a result, S&P expects national
revenue trends to stabilize in the fourth quarter of 2014 and
reverse in 2015.  If S&P become convinced that national revenue
will remain under pressure, causing leverage to remain above 4x
beyond 2015, S&P could lower our corporate credit rating to 'B+'.

The negative outlook reflects S&P's expectation that it could
lower the rating if unfavorable national revenue trends do not
reverse in 2015 following the company's planned acquisition of
Screenvision.

"We could lower our rating if it becomes apparent that national
advertising trends will remain weak in 2015, causing lease-
adjusted debt to EBITDA to remain above 4x beyond 2015.  We could
also lower the rating if national advertising revenue does not
stabilize as expected in the fourth quarter of 2014.  A downgrade
would be especially likely if EBITDA continues to decline without
a moderation in financial policies -- the dividend payout in
particular," S&P said.

Although unlikely over the near term, S&P could revise the outlook
back to stable if it become convinced that national revenue is
poised to grow at a mid-single-digit percent rate or higher in
2015.  S&P expects that most of this growth would come from
similar growth in inventory utilization following the company's
planned acquisition of Screenvision.  An outlook revision to
stable would also likely be predicated on growth in the broader
scatter advertising market.


NEW BERN RIVERFRONT: Court Rules on Weaver Cooke Claim v. ECM
-------------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse granted, in part, the
motion for summary judgment filed by East Carolina Masonry, Inc.
regarding the third party complaint of Weaver Cooke Construction,
LLC, related to the defective construction of the SkySail Luxury
Condominiums located in New Bern, North Carolina.  Weaver Cooke
was the Project's general contractor.  ECM was among its
subcontractors.

A copy of the Court's Sept. 19 Order is available at
http://is.gd/Svwffafrom Leagle.com.

                     About New Bern Riverfront

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

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


NEW BERN RIVERFRONT: Court Rules on Weaver Claim v. Randolph Stair
------------------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse granted the motion for
summary judgment filed by Randolph Stair and Rail Company
regarding the third party complaint of Weaver Cooke Construction,
LLC, related to the defective construction of the SkySail Luxury
Condominiums located in New Bern, North Carolina.  Specifically,
Randolph Stair's motion for summary judgment on its economic loss
defense is granted.

Weaver Cooke was the Project's general contractor.  Randolph Stair
was among its subcontractors.

On August 27, 2014, the court entered an order partially denying
Randolph Stair's motion for summary judgment on its statute of
limitations defense regarding Weaver Cooke's negligence and breach
of warranty claims.  The Court's Sept. 19 order addressed whether
Weaver Cooke's negligence claim is barred by the economic loss
rule.

A copy of the Court's Sept. 19, 2014 Order is available at
http://is.gd/arcWaZfrom Leagle.com.

                     About New Bern Riverfront

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

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


NII HOLDINGS: Seeks to Employ Jones Day as Bankruptcy Counsel
-------------------------------------------------------------
NII Holdings, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Jones Day as counsel.

The Debtors anticipate that Jones Day will perform, among others,
the following legal services:

   (a) advise the Debtors of their rights, powers and duties as
       debtors and debtors in possession continuing to operate and
       manage their respective businesses and properties under
       Chapter 11 of the Bankruptcy Code;

   (b) prepare on behalf of the Debtors all necessary and
       appropriate applications, motions, proposed orders, other
       pleadings, notices, schedules and other documents, and
       review all financial and other reports to be filed in these
       Chapter 11 cases;

   (c) advise the Debtors concerning, and preparing responses to,
       applications, motions, other pleadings, notices and other
       papers that may be filed by other parties in these
       Chapter 11 cases and appear on behalf of the Debtors in any
       hearings or other proceedings relating to those matters;

   (d) review the nature and validity of any liens asserted
       against the Debtors' property and advise the Debtors
       concerning the enforceability of those liens;

   (e) advise the Debtors regarding their ability to initiate
       actions to collect and recover property for the benefit of
       their estates;

   (f) advise and assist the Debtors in connection with any asset
       dispositions;

   (g) advise, and represent, the Debtors with respect to
       employment related issues;

   (h) advise and assist the Debtors in negotiations with the
       Debtors' debt holders and other stakeholders;

   (i) advise the Debtors concerning executory contract and
       unexpired lease assumptions, assignments and rejections;

   (j) advise the Debtors in connection with the formulation,
       negotiation and promulgation of a plan or plans of
       reorganization, and related transactional documents;

   (k) assist the Debtors in reviewing, estimating and resolving
       claims asserted against the Debtors' estates;

   (l) commence and conduct litigation that is necessary and
       appropriate to assert rights held by the Debtors, protect
       assets of the Debtors' chapter 11 estates or otherwise
       further the goal of completing the Debtors' successful
       reorganization;

   (m) provide non-bankruptcy services for the Debtors to the
       extent requested by the Debtors, including, among others
       things, advice related to: mergers and acquisitions and
       corporate governance, communication tower transactions,
       securities class action litigation, and NII's businesses in
       Chile and Argentina; and

   (n) perform all other necessary and appropriate legal services
       in connection with these chapter 11 cases for or on behalf
       of the Debtors.

Jones Day will be compensated at its standard hourly rates, which
are based on the professionals' level of experience.  At present,
the standard hourly rates charged by Jones Day range as follows:

       Partners             $1,150-$525
       Counsel                $800-$425
       Associates             $825-$300
       Paralegals             $350-$175

In addition to the professional fees, Jones Day will also be
reimbursed for any necessary out-of-pocket expenses.

On May 14, 2014, the Debtors provided Jones Day with an advance
payment of $1 million to establish a retainer.  During the 90-day
period before the Petition Date, Jones Day invoiced the Debtors
and the Debtors paid approximately $4,380,915, including
$1,457,417 for non-bankruptcy advice and services and
$2,923,498 for restructuring-related advice and services.

Carl Black, Esq., a partner at Jones Day, 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. Black discloses that in matters unrelated to the Debtors or
these Chapter 11 cases, Jones Day currently represents or formerly
represented certain major noteholders of the Debtors, or
affiliates thereof, including Franklin Advisors, Inc. and
Wilmington Trust, National Association.  Moreover, in matters
unrelated to the Debtors or these chapter 11 cases, Jones Day
currently represents or formerly represented certain current
business affiliations of the Debtors' current directors, or
affiliates thereof, including Brinker International Inc., Molson
Coors Brewing Co., TPG Capital, L.P. and Zumba Fitness LLC.

Pursuant to the U.S. Trustee Guidelines, Mr. Black states that the
hourly rates set forth in the Engagement Letter are consistent
with the rates that Jones Day charges other comparable Chapter 11
clients, and the rate structure provided by Jones Day is
appropriate and is not significantly different from (a) the rates
that Jones Day charges in other non-bankruptcy representations or
(b) the rates of other comparably skilled professionals for
similar engagements.  Moreover, Mr. Black says none of the
professionals included in the engagement vary their rate based on
the geographic location of the bankruptcy case.

                        About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina.  NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America.  NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014.  The Debtors have sought joint administration
of their Chapter 11 cases.

The Chapter 11 cases are assigned to Judge Shelley C. Chapman.

The Debtors have tapped Jones Day as counsel and Prime Clerk LLC
as claims and noticing agent.


NII HOLDINGS: Taps Alvarez & Marsal as Restructuring Consultant
---------------------------------------------------------------
NII Holdings, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Alvarez & Marsal North America, LLC, as restructuring consultant.

A&M's consulting services likely will include:

   (a) assistance in the preparation of documentation and
       supporting information and the implementation of other
       strategies and processes that are appropriate or required,
       in connection with the restructuring of the Debtors' senior
       unsecured notes, the commencement of the Chapter 11 cases
       and a variety of other matters that arise in connection
       with these chapter 11 cases, including, but not limited to,
       assisting with:

          (i) the development and implementation of
              internal/external communications plans;

         (ii) the preparation of statements and schedules of
              financial affairs;

        (iii) the preparation of motions and supporting schedules;

         (iv) preparing, using and managing monthly operating
              reports required by the Operating Guidelines and
              Reporting Requirements for Debtors in Possession and
              Trustees and any other financial or operating
              reports required in these cases;

          (v) the development and management of a thirteen week
              receipts and disbursements based cash flow forecast;

         (vi) the development and management of the creditor
              claims matrices and related processes;

        (vii) the assumption/rejection process of, or amendments
              to, executory contracts and unexpired leases; and

       (viii) accounting cutoff issues, restatement of opening
              balance sheet and other accounting requirements in
              these cases;

   (b) assisting management and its advisors in the preparation
       and implementation of employee compensation programs and
       providing testimony in support of such programs, if
       necessary;

   (c) assisting management with the preparation of cash flow
       analyses and projections;

   (d) attendance at meetings and assistance in discussions with
       potential investors, banks, bondholders, any official
       committee(s) appointed in the Debtors' Chapter 11 cases,
       the United States Trustee for the Southern District of New
       York, and other parties in interest and professionals hired
       by same, as requested by the Debtors;

   (e) providing general operational, restructuring, financial,
       accounting and strategic advisory services with respect to
       the continued operation of the Debtors' businesses and
       management of their properties in Latin America;

   (f) providing operational support to the local management teams
       in the United States and the Debtors' Latin American
       markets, as agreed to between the parties;

   (g) liaise with the Debtors' other professional advisors in
       connection with their efforts for the Debtors, including
       coordinating with the Debtors' other professionals
       including its investment banker and legal advisors as
       necessary in connection with any efforts to consummate a
       sale of any company assets and/or business units, as
       required;

   (h) assisting the Debtors and their other professionals in the
       preparation and analysis necessary for the confirmation of
       a plan of reorganization in these chapter 11 cases,
       including information contained in the disclosure
       statement;

   (i) providing the Debtors with tax advisory services,
       including, but not limited to, assistance in the analysis /
       preparation of information necessary to assess the tax
       attributes related to the confirmation of a plan of
       reorganization in these chapter 11 cases, including the
       development of related tax consequences contained in the
       disclosure statement, (if required); and

   (j) reporting to the Responsible Officers or the Board of
       Directors of NII Holdings and providing any other services
       and activities approved by the Debtors and agreed to by
       A&M.

A&M will be paid by the Debtors for the services of the A&M
Professionals based on their customary hourly billing rates,
which will be subject to the following ranges:

     Managing Directors          $725-$925
     Directors                   $525-$725
     Analysts/Associates         $325-$525

In addition, A&M will be reimbursed for the reasonable and
necessary out-of-pocket expenses incurred by the A&M
Professionals.

On March 27, 2014, A&M received $250,000 as an initial retainer in
connection with its prepetition work.  In the 90 days leading up
to the Petition Date, A&M received payments and retainers totaling
$1,826,806 in the aggregate for services rendered and expenses
incurred for the Debtors.

Byron Smyl, a managing director with Alvarez & Marsal North
America, LLC, 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. Smyl discloses that the the
chairman of NII Holdings' board of directors, Kevin Beebe, is also
the chairman of the board of directors of Affiniti LLC, which is
an entity that was established by a former lender, Global
Leveraged Capital, to purchase the assets of an entity, Trillion
Partners Inc., for which Mr. Smyl is the federally appointed
receiver.  Moreover, Mr. Smyl discloses that an affiliate of
JPMorgan Chase Bank, N.A., is on the list of Interested Parties in
the Debtors' Chapter 11 cases.  Under certain credit facilities to
A&M's parent company, Alvarez & Marsal Holdings, LLC. JPMC is the
Syndication Agent and a participating lender and J.P. Morgan
Securities LLC is a Joint Lead Arranger and Joint Bookrunner.  In
addition to the receipt of interest in its capacity as a lender
under the A&M Credit Facilities, JPM has received certain
customary and negotiated fees and reimbursement of expenses in
connection with its role under the A&M Credit Facilities, Mr. Smyl
says.

A hearing on the approval of the employment application is
scheduled for Oct. 14, 2014, at 11:00 a.m. (prevailing Eastern
time).  Objections are due Oct. 9.

                        About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina.  NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America.  NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014.  The Debtors have sought joint administration
of their Chapter 11 cases.

The Chapter 11 cases are assigned to Judge Shelley C. Chapman.

The Debtors have tapped Jones Day as counsel and Prime Clerk LLC
as claims and noticing agent.


NORTHERN TIER ENERGY: Moody's Affirms B1 Rating on $275MM Notes
---------------------------------------------------------------
Moody's Investors Service changed Northern Tier Energy LLC's (NTE)
outlook to negative from stable. The B1 rating on its existing
$275 million senior secured notes due 2020 is affirmed, and a B1
rating has been assigned to the proposed $75 million add-on notes.
These notes are co-issued by Northern Tier Finance Corporation.
Moody's affirmed NTE's B1 Corporate Family Rating (CFR) and SGL-3
Speculative Grade Liquidity Rating.

NTE is also in the process of amending and increasing its secured
ABL facility to $500 million from $300 million, with a borrowing
base determined based on working capital on its balance sheet.
NTE's existing crude oil supply Intermediation Agreement with a
subsidiary of JPMorgan Chase Bank, N.A. (Aa3 stable) is being
terminated, and the company intends to manage its own crude oil
requirements. Net proceeds from the add-on offering, in addition
to roughly $25 million of ABL drawings, will be used to fund the
purchase of the incremental crude oil inventory.

"Although the current fundamentals of Northern Tier's business are
strong and management has significant refining experience, this
series of transactions indicates moderately aggressive financial
policy and is credit negative for NTE," stated Amol Joshi, Moody's
Vice President. "Moody's believes that the cash flow volatility of
the company's single-refinery operations could increase, while its
liquidity shrinks due to an expected increase in credit
enhancements required by NTE's crude oil suppliers, and its
leverage increases."

Issuer: Northern Tier Energy LLC

Rating Assignment:

US$75 million 7.125% Senior Secured Notes due 2020, Rated B1
(LGD3)

Outlook Action:

Outlook, Changed To Negative From Stable

Affirmations:

Corporate Family Rating, Affirmed B1

Probability of Default Rating, Affirmed B1-PD

US$275 million 7.125% Senior Secured Notes due 2020, Affirmed B1
(LGD3)


NORTHERN TIER ENERGY: S&P Keeps BB- Rating on $75MM Debt Add-On
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' issue
rating and '2' recovery rating on U.S. oil refiner Northern Tier
Energy LLC's 7.125% senior secured notes due 2020 are unaffected
by the $75 million add-on offering.  The additional notes have
identical terms to the $275 million, 7.125% senior secured notes
issued on Nov. 8, 2012.  The '2' recovery rating indicates S&P's
expectation for substantial (70% to 90%) recovery if a payment
default occurs.

Northern Tier intends to use the net proceeds from the offering
for general partnership purposes, including the acquisition of
crude oil inventories when its crude intermediation agreement with
J.P. Morgan Commodities Canada Corp. terminates.

The rating on parent Northern Tier Energy L.P. reflects the
partnership's "vulnerable" business risk profile and "significant"
financial risk profile.  The vulnerable business risk profile
partly hinges on its reliance on one refinery--and its small size
and the risk of unplanned downtime--for most of its cash flow to
service its obligations.  Northern Tier's ability to source
cheaper crudes and the strong regional demand for its refined
products, which has led to robust profitability and cash flow,
only partly mitigate these risks.  In 2014, S&P expects financial
measures to remain strong, with a consolidated debt to EBITDA
ratio of about 1.5x and an interest coverage ratio of about 11x
pro forma for the additional notes.

RATINGS LIST

Northern Tier Energy L.P.
Corp credit rating             B+/Stable/--

Ratings Unchanged
Northern Tier Energy LLC
Senior secured                 BB-
Recovery rating               2


ORANGE REGIONAL MEDICAL: Moody's Keeps Ba1 Rating on $248MM Bonds
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 long-term bond
rating assigned to Orange Regional Medical Center's (ORMC) $248
million of outstanding Series 2008 bonds issued by the Dormitory
Authority of the State of New York. The rating outlook is stable.

Summary Rating Rationale

The affirmation of the Ba1 rating reflects ORMC's ongoing
favorable cash flow generation in FY 2013 and year-to-date FY
2014, conservative capital structure with all fixed rate debt and
liquid investment portfolio. These positive factors are offset by
ORMC's highly leveraged balance sheet position, expectation of a
sizeable capital plans in FY 2015 and 2016 which may be funded
with debt, material variability in volume trends over the past
several years, and thin liquidity balances. The stable rating
outlook reflects Moody's belief that ORMC will maintain or improve
upon current operating performance by achieving operating
efficiencies that can support the heavy debt burden. Moody's will
reassess the rating and the outlook when ORMC's debt and capital
plans for FY 2015 are more definitive.

Strengths

* ORMC's operating cash flow margin in FY 2013 marked another year
of favorable performance with a 8.7% margin, comparing similarly
to a 9.5% margin FY 2012. Year-to-date FY 2014 (six months ending
June 30, 2014) showed material improvement over the prior year
with a 11.6% operating cash flow margin compared to a 7.5%
operating cash flow margin the prior year same period.

* ORMC has a conservative capital structure with all fixed rate
debt and no interest rate derivatives. The hospital also has an
investment allocation that consists entirely of cash and fixed
income securities, all of which are highly liquid.

* Demographics of the service area are reasonably sound, including
some population growth, regional development, and high income
levels and low unemployment relative to the State's averages.

Challenges

* ORMC is highly leveraged, as indicated by 13.3 times debt-to-
cash flow, 1.7 times maximum annual debt service (MADS) coverage,
71% debt-to-operating revenues, and a low 28% cash-to-debt in FY
2013. The organization is contemplating a sizeable capital project
in FY 2015 and 2016 that would further stress debt ratios with the
addition of debt or use of cash.

* The hospital has experienced variability in volume trends, with
inpatient admissions declining by 2.3% in FY 2013, although
observation stays grew by 19.5%. The organization has seen notable
growth in inpatient visits (7.5%) through six months of FY 2014.

* Liquidity is light at just 74 days cash on hand, and provides a
weak 28% cash-to-debt at fiscal year-end (FYE) 2013. As noted
above, ORMC's cash is held in very conservative investments,
primarily cash and fixed income, and the entire portfolio can be
liquidated in one month or less. Cash balances have remained
relatively stable due to the conservative asset allocation.
Further dilution of either of these balance sheet metrics could
place pressure on the rating.

Outlook

The stable rating outlook reflects Moody's belief that ORMC will
maintain or improve upon current operating performance by
achieving operating efficiencies that can support the heavy debt
burden. Moody's will reassess the rating and the outlook when
ORMC's debt and capital plans for FY 2015 are more definitive.

What Could Make The Rating Go UP

A rating upgrade would require material improvement in liquidity
balances and deleveraging of the balance sheet to levels more in
line with Baa3 medians, while sustaining the recent trends of
improved operating margins.

What Could Make The Rating Go DOWN

A rating downgrade could occur if the organization's future debt
plans result in material dilution to debt coverage measures. Other
factors that could result in a downgrade include declines in
liquidity or a material downturn in operating performance.

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


OXYSURE SYSTEMS: Appoints Clark Hood VP Worldwide Sales
-------------------------------------------------------
OxySure(R) Systems, Inc., announced that the Company has appointed
Clark E. Hood, a 16 year veteran in the AED and resuscitation
industry, as vice president of Worldwide Resuscitation Sales.

Mr. Hood has over 25 years experience in healthcare, medical
devices and emergency medical equipment, and specifically in sales
and sales management.  Prior to joining OxySure, Clark spent over
16 years with Cardiac Science, a global medical device
manufacturer of automated external defibrillation (AED) products
and management services in over 100 countries.  At Cardiac Science
he served as vice president of Resuscitation, having previously
served in various management positions, including vice-president
of Sales for North America and Director of National Accounts for
North America.  As one of the original members of the sales and
management team at Survivalink, a privately held Minneapolis based
AED company, Clark played a key role in helping the company grow
revenue exponentially from $1.5m in 1996 to approximately $20m in
2001 which lead to the company's ultimate sale to Cardiac Science,
Inc. for over $70m that same year.  Clark has also previously held
sales and management positions at BrainLab, Inc., C.R. Bard and
U.S. Surgical Corporation. Clark holds a Bachelor of Business
Administration Degree from Baylor University, where he was also a
Football Letterman from 1982 to 1984.

Julian Ross, CEO of OxySure, stated, "We are delighted to welcome
Clark to our management team.  Clark is a dynamic sales executive
with a proven track record of building and leading high
performance sales teams and distribution partnerships that have
consistently achieved or exceeded revenue targets.  We are
especially excited about Clark's deep roots, experience and
contacts in the AED industry and resuscitative medical devices,
and we are confident that he will hit the ground running as we
continue to build out our company into global medical device
leader."

Said Clark Hood: "I couldn't be more excited to be joining the
OxySure management team.  This is a dynamic organization that
manufactures and promotes life saving technologies across all
industry segments.  I look forward to building relationships with
new distribution partners, and helping our existing distributors
be more successful, while also building out our strategic accounts
sales teams."

The Company remains focused on expanding its medical emergency
solution of which the OxySure-AED combination is a big part.  The
OxySure Model 615 is a pioneering technology that is defining a
new market with no direct competition.  Protected by a robust
patent portfolio, the Company's Model 615 targets enormous end
markets that are at least as large as the install base for
automated external defibrillators, which exceeds two million
units, and potentially as large as the fire extinguisher base,
which exceeds 100 million units in the U.S. and more than 500
million units globally.

The key terms of the agreement with Mr. Clark are as follows:

  (1) Initial contract term: 5 years, renewable thereafter

  (2) Base cash salary: $200,000 per annum, paid twice monthly

  (3) Base stock options: Options as to 50,000 shares of common
      stock for each year of service, issued at the beginning of
      each year, and vesting quarterly; exercise price will be 20%
      above the average of the three closing prices in the 3
      trading days prior to the issue date

  (4) Cash override commission: A cash override commission based
      on a percentage of all resuscitation sales, calculated on a
      weighted basis using sales dollars, gross margin, and
      quarterly sales growth

  (5) Stock option performance bonus: Options for up to 250,000
      shares of common stock ratably over 5 years subject to the
      attainment of stated performance targets

  (6) Acceleration of base options if terminated by an acquirer
      upon a change of control event

                       About OxySure Systems

Frisco, Tex.-based OxySure Systems, Inc. (OTC QB: OXYS) is a
medical technology company that focuses on the design, manufacture
and distribution of specialty respiratory and emergency medical
solutions.  The company pioneered a safe and easy to use solution
to produce medically pure (USP) oxygen from inert powders.  The
Company owns nine (9) issued patents and patents pending on this
technology which makes the provision of emergency oxygen safer,
more accessible and easier to use than traditional oxygen
provision systems.

The Company incurred a net loss of $712,452 in 2013 as compared
with a net loss of $1.14 million in 2012.

As of June 30, 2014, the Company had $2.02 million in total
assets, $1.15 million in total liabilities and $867,239 in total
stockholders' equity.

Sadler, Gibb & Associates, LLC, in Salt Lake, UT, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company had accumulated losses of $15,287,647 as of
Dec. 31, 2013, which raises substantial doubt about its ability to
continue as a going concern.


PACIFIC THOMAS: Oct. 16 Hearing on Disclosure Statement Set
-----------------------------------------------------------
U.S. Bankruptcy Judge M. Elaine Hammond will hold a hearing on
Oct. 16 to consider the disclosure statement explaining Pacific
Thomas Corp.'s bankruptcy-exit plan.

Under the restructuring plan, Pacific Thomas' largest secured
creditor Summit Bank, which holds an $8.5 million claim, will
receive a down-payment of $8 million on the effective date of the
plan.  The company will pay the remaining balance at 5% fixed
interest rate from the effective date through 60 equal monthly
payments.

Another secured creditor, Bank of the West, will be paid in full.
The bank holds $3.18 million claim against the company.

Meanwhile, general unsecured claims of trade creditors, excluding
those with bifurcated claims, will be paid in full.  They will
receive a single payment on the effective date.

Unsecured creditors with bifurcated claims will recover 100% of
their claims, payable in 60 equal monthly installments, while
insiders with general unsecured claims won't receive payments for
their claims but will be issued new shares in a reorganized
company.

Pacific Thomas will get the funds for its Plan from the proceeds
of Eagle Group Finance's $14.24 million refinance loan, and
$229,912 from its debtor-in-possession accounts.

About $9.4 million of the money will be used to pay Summit Bank
and other secured creditors.  Pacific Thomas will also use the
funds to pay administrative claims aggregating about
$1.185 million.

                    About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general
counsel.  The petition was signed by Jill V. Worsley, COO,
secretary.  Kyle Everett was named Chapter 11 trustee of the
Debtor.  Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San
Francisco, Calif., represents the Chapter 11 trustee as counsel.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.

In January 2014, Judge Hammond entered an order holding that
Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed
on Dec. 31, 2013, is not approved for the reasons stated on the
record at the Jan. 16 hearing.  Pursuant to the Plan, the Debtor
proposes to avail of a loan from Thorofare Capital to pay off some
secured claims.  The new loan would be refinanced by the
reorganized company before the loan terms expires.  If the
reorganized company fails to do so, the safe storage parcels of
the Pacific Thomas properties will be sold.


PAR PHARMACEUTICAL: Litigation Deal No Impact on Moody's B2 CFR
---------------------------------------------------------------
Moody's Investors Service commented that Par Pharmaceutical
Companies, Inc.'s settlement of all outstanding intellectual
property litigation related to heartburn medications, Zegerid, for
$100 million is credit negative. Moody's ratings and outlook
already incorporated the risk of a cash outflow of this magnitude,
as a result, there is no change to the company's B2 Corporate
Family Rating, the Speculative Grade Liquidity Rating of SGL-2 or
the negative outlook.

Headquartered in Woodcliff Lake, New Jersey, Par Pharmaceutical
Companies, Inc. is a specialty generic and branded pharmaceutical
company operating primarily in the United States. The company
reported in excess of $1 billion of total revenues for the twelve
months ended June 30, 2014. The company is owned TPG Capital, L.P.


PCI PHARMA: Biotec Acquisition No Impact on Moody's B2 Rating
-------------------------------------------------------------
Moody's commented that PCI Pharma Midco UK's (PCI; B2 Stable)
announced acquisition of Biotec Worldwide Supplies Group Ltd. does
not materially change debt/EBITDA and there is no change to PCI's
B2 rating or stable outlook.

PCI is a provider of outsourced services to the pharmaceutical
industry, including commercial packaging, clinical trial supply
services, and formulation and contract manufacturing of high
potency pharmaceuticals.


PCI PHARMA: S&P Retains 'B' CCR Following $21MM Debt Add-On
-----------------------------------------------------------
Standard & Poor's Ratings Services said its 'B' corporate credit
rating on Philadelphia-based PCI Pharma Midco UK Ltd. is unchanged
following the proposed $21 million add-on to its first-lien term
loan.

The 'B' issue-level rating on the first-lien facility is also
unchanged.  The recovery rating remains '3', reflecting S&P's
expectation for meaningful (50%-70%) recovery in the event of a
default.

The company will use proceeds of the add-on, cash on-hand, and
additional equity to acquire a U.K.-based clinical trial services
company, Biotec Worldwide Supplies Group Ltd.

RATINGS LIST

PCI Pharma Midco UK Ltd.
Corporate Credit Rating      B/Stable/--
First-lien term loan         B
  Recovery rating             3


PHOENIX PAYMENT: Asks Court to Set Deadlines for Filing Claims
--------------------------------------------------------------
Phoenix Payment Systems, Inc. asked the U.S. Bankruptcy Court for
the District of Delaware to approve the deadlines proposed by the
company for filing proofs of claim.

In its motion, Phoenix proposed a Feb. 2 deadline for governmental
units to file a proof of claim.

Meanwhile, other Phoenix creditors holding pre-bankruptcy claims
or which have interest in the company must file their proofs of
claim on the first day that is at least 30 days after the service
of a notice of the court's order establishing the deadlines to
file claims.

                      About Phoenix Payment

Founded in 2004, Phoenix Payment Systems, Inc., aka Electronic
Payment Systems, aka EPX, is an international payment processor
with corporate headquarters in Wilmington, Delaware, and
technology headquarters in Phoenix, Arizona.  It provides
acceptance, processing, support, authorization and settlement
services for credit card, debit card and e-check payments.

Providing processing services at more than 8,700 locations
worldwide, PPS processed, in multiple currencies, 280 million
transactions in 2013 and expects to process 400 million in 2014.

Phoenix Payment Systems sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 14-11848) on Aug. 4,
2014, to quickly sell its assets.

As of the Petition Date, the Debtor had total outstanding
liabilities and other obligations of $16.6 million and 9.8 million
shares of outstanding preferred and common stock.  Debt to secured
creditor The Bancorp Bank is estimated at $6.2 million.

Judge Mary F. Walrath presides over the case.

The Debtor's attorneys are Richard J. Bernard, Esq., at Foley &
Lardner LLP, in New York; and Mark D. Collins, Esq., Russell
Siberglied, Esq., Zachary I Shapiro, Esq., and Marisa A.
Terranova, Esq., at Richards Layton & Finger, P.A., in Wilmington,
Delaware.  The Debtor's banker and financial advisor is Raymond
James & Associates, Inc., while Bederson, LLC, is the Debtor's
accountant.  PMCM, LLC, provides advisory services and executive
leadership to the Debtor.  The Debtor's claims and noticing agent
is Omni Management Group, LLC.

The U.S. Trustee for Region 3 has appointed three members to the
Official Committee of Unsecured Creditors.


PHOENIX PAYMENT: Gets Final Approval to Avail Loan from Bancorp
---------------------------------------------------------------
Phoenix Payment Systems, Inc., received final approval from a
federal judge to avail a loan from The Bancorp Bank.

U.S. Bankruptcy Judge Mary Walrath signed off an order allowing
the company to borrow up to $5 million from Bancorp as well as use
the bank's cash collateral to fund its business operations and the
sale of its assets.

Phoenix previously obtained interim approval to get $2.75 million
of the $5 million loan and use the bank's cash collateral securing
its pre-bankruptcy debt.

As protection to Bancorp, the bank will get so-called
"superpriority claims."  Bancorp will also be granted liens on
Phoenix's properties securing the bank's loan.  The final order is
available without charge at http://is.gd/q1yTIc

Phoenix has been in default under the various Bancorp agreements
since 2012 and the bank, which has required the company to sell
its business, has agreed to hold off on taking action against the
company.

                      About Phoenix Payment

Founded in 2004, Phoenix Payment Systems, Inc., aka Electronic
Payment Systems, aka EPX, is an international payment processor
with corporate headquarters in Wilmington, Delaware, and
technology headquarters in Phoenix, Arizona.  It provides
acceptance, processing, support, authorization and settlement
services for credit card, debit card and e-check payments.

Providing processing services at more than 8,700 locations
worldwide, PPS processed, in multiple currencies, 280 million
transactions in 2013 and expects to process 400 million in 2014.

Phoenix Payment Systems sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 14-11848) on Aug. 4,
2014, to quickly sell its assets.

As of the Petition Date, the Debtor had total outstanding
liabilities and other obligations of $16.6 million and 9.8 million
shares of outstanding preferred and common stock.  Debt to secured
creditor The Bancorp Bank is estimated at $6.2 million.

Judge Mary F. Walrath presides over the case.

The Debtor's attorneys are Richard J. Bernard, Esq., at Foley &
Lardner LLP, in New York; and Mark D. Collins, Esq., Russell
Siberglied, Esq., Zachary I Shapiro, Esq., and Marisa A.
Terranova, Esq., at Richards Layton & Finger, P.A., in Wilmington,
Delaware.  The Debtor's banker and financial advisor is Raymond
James & Associates, Inc., while Bederson, LLC, is the Debtor's
accountant.  PMCM, LLC, provides advisory services and executive
leadership to the Debtor.  The Debtor's claims and noticing agent
is Omni Management Group, LLC.

The U.S. Trustee for Region 3 has appointed three members to the
Official Committee of Unsecured Creditors.


PILOT TRAVEL: Moody's Assigns Ba2 Rating on $1.2BB Term Debt
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Pilot Travel
Centers LLC's (Pilot) proposed $1 billion senior secured revolving
credit facility, proposed $1.2 billion senior secured term loan A
and proposed $2.25 billion senior secured term loan B. In
addition, Moody's affirmed the company's Ba2 Corporate Family
Rating (CFR)and Ba3-PD Probability of Default rating (PDR). The
outlook remains stable.

Proceeds of the new credit facilities will be used to refinance
existing debt and fund a shareholder distribution which will
result in the reduction of CVC Capital Partners' ownership
interest to about 9% from its current ownership interest of 18%.
Ratings are subject to satisfactory review of documentation.

Ratings Rationale

Pilot's Ba2 CFR reflects the company's relatively good debt
protection metrics, meaningful scale, geographic reach, relatively
diverse profit stream, and good liquidity. The ratings are
constrained by Pilot's reliance on high volume, low margin fuel
sales, some regional concentration, and concern that financial
policies with respect to dividends and acquisitions could become
more aggressive.

The following ratings are affirmed:

  Corporate Family Rating at Ba2

  Probability of Default Rating at Ba3-PD

The following ratings are affirmed and will be withdrawn upon
closing:

  $300 million senior secured term loan due 2016 at Ba2 LGD3

  $800 million senior secured term loan due 2016 at Ba2 LGD3

  $900 million senior secured revolving credit facility due 2016
  at Ba2 LGD3

  $343 million senior secured term loan due 2018 at Ba2 LGD3

  $1,000 million senior secured term loan due 2018 at Ba2 LGD3

  $700 million senior secured term loan due 2019 at Ba2 LGD3

  $200 million senior secured term loan due 2016 at Ba2 LGD3

The following ratings are assigned

  Proposed $1,000 million senior secured revolving credit
  facility due 2019 at Ba2 LGD3

  Proposed $1,200 million senior secured term loan A due 2019 at
  Ba2 LGD3

  Proposed $2,250 million senior secured term loan B due 2021 at
  Ba2 LGD3

The stable outlook reflects Moody's view that Pilot's operating
performance will remain good and debt protection metrics will not
materially deteriorate from current levels that liquidity will
remain good.

A downgrade could occur in the event that liquidity contracted
beyond current levels or debt protection metrics weaken due to a
sustained deterioration in operating performance or an adverse
impact of pending litigation. The adoption of an aggressive
financial policy or growth strategy that negatively impacted debt
protection metrics or liquidity could also pressure the ratings.
Specifically, ratings could be downgraded if debt to EBITDA
exceeded 4.5 times, EBITA coverage of interest fell below 1.75
times.

An upgrade would require a sustained improvement in debt
protection metrics driven in part by stronger operating
performance of its fuel business, with gross margins from Pilot's
non- fuel businesses remaining stable. A higher rating would also
require good liquidity. Quantitatively, an upgrade would require
sustained debt to EBITDA below 3.5 times, EBITA coverage of
interest of above 4.0 times, and retained cash flow to net debt of
about 25%.

Pilot Travel Centers LLC is a partnership that owns and operates
over 500 truck stops across the U.S. and Canada. In addition to
fuel, Pilot locations have convenience stores, fast food
restaurants, and other amenities. Annual revenues are
approximately $32 billion.

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.


PRM FAMILY: Sept. 29 Hearing on Disclosure Statement Set
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will hold
the next hearing to consider the disclosure statement of PRM
Family Holding Co., LLC on September 29.

The disclosure statement explains in details how claims will be
paid under the liquidation plan proposed by the company and its
official committee of unsecured creditors.

As reported by the TCR on Aug. 6, 2014, secured creditors,
including those that hold secured tax claims and CNG secured
claims will be paid in full under the plan.

Creditors holding priority claims will be paid from a creditor
trust while general unsecured claims will be deemed to hold
"unsecured creditor trust interests" and will receive pro rata
distributions from the trust.  Meanwhile, PRM Family's equity
securities will be cancelled.

The liquidation plan will be funded in part by a contribution from
related third parties, Provenzano Family members and their
respective trusts.

Bro-Pack Enterprises filed earlier this month an objection to the
disclosure statement in which it complained about the unfair
treatment of certain creditors holding administrative claims.  The
objection drew support from creditors, including Bar-S Foods,
Flyers Energy LLC, Mojave Foods Corp. and TRC Master Fund LLC.

                         About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico,
sought Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026)
on May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods, and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.

HG Capital Partners' Jim Ameduri serves as financial advisor.

PRM Family submitted to the Bankruptcy Court on Sept. 23, 2013, a
Joint Disclosure Statement in support of Plan of Reorganization.
The Disclosure Statement says the Debtor will continue the
operation of a long-standing business, which currently employs
approximately 2,300 people. Continuing the business will allow the
Debtors to repay creditors and maintain trading relationships with
long-term trade vendors.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


QWEST CORP: Fitch Retains 'BB+' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to Qwest Corporation's
(QC) proposed offering of senior unsecured notes due 2054. QC is
an indirect wholly owned subsidiary of CenturyLink, Inc.
(CenturyLink). Net proceeds from the offering, combined with cash
or borrowings from CenturyLink or one of its affiliates, will be
used to repay QC's $600 million 7.5% notes maturing Oct. 1, 2014.

QC's and CenturyLink's Issuer Default Rating (IDR) is 'BB+'.

The Rating Outlook is Stable.

In connection with the refinancing, QC plans to borrow $100
million from unaffiliated lenders. Since the net proceeds from the
loan will not be available until after Oct. 1, 2014, QC will use
those proceeds to increase its available cash or repay inter-
company loans.

Key Rating Drivers

The following factors support QC's and CenturyLink's ratings:

   -- Fitch's ratings are based on the expectation that
      CenturyLink will demonstrate steady improvement in its
      revenue profile over the next couple of years;

   -- Near-term consolidated free cash flows (FCFs) have
      strengthened with the approximately 25% reduction in the
      dividend in early 2013, and liquidity is expected to remain
      relatively strong;

   -- QC's issue ratings are based on the relatively lower
      leverage of QC and its debt issues' senior position in the
      capital structure relative to CenturyLink's senior unsecured
      debt.

The following factors are embedded in QC's and CenturyLink's
ratings:

    -- CenturyLink's financial policy, which incorporates the
       maintenance of net leverage of up to 3.0x;

    -- The decline of traditional voice revenues, primarily in the
       consumer sector, from wireless substitution and moderate
       levels of cable telephony substitution. Although such
       revenues are declining in the revenue mix and are being
       replaced by broadband and business services revenues, these
       latter sources have lower margins.

CenturyLink's consolidated revenues continue to show signs of
reaching stability, having actually grown a modest 0.5% in the
first half of 2014. With the company facing relatively nominal
headwinds in the second half of the year, Fitch expects revenues
to decline to less than 1% in 2014, after recording a 1.5% decline
in 2013. Fitch continues to expect revenue growth from strategic
areas, including high-speed data, advanced business services, as
well as in managed hosting and cloud computing services offered by
CenturyLink Technology Solutions, to contribute to longer-term
revenue stability.

In May 2014, CenturyLink completed ahead of schedule a two-year,
$2 billion common stock repurchase program initiated in February
2013. A follow-up 24-month, $1 billion repurchase program became
effective upon the completion of the previous program and by the
end of the second quarter, $45 million of shares were repurchased.
CenturyLink expects to complete repurchases under the $1 billion
program over an 18 - 24 month period.

On a gross debt basis, CenturyLink's leverage for the last 12
months ending June 30, 2014 was approximately 2.93x. Leverage has
risen from the 2.84x posted in 2013 given slight pressure on
EBITDA. Prior to this year, merger synergies offset much of the
effect on EBITDA of the shift in service revenue to lower margin
but strategic broadband and business service revenue from higher-
margin legacy voice revenues. Fitch believes leverage will remain
under 3.0x over the next several years, in part due to a
stabilization of EBITDA in 2016, as newer strategic services
achieve greater scale.

CenturyLink's total debt was $21.0 billion at June 30, 2014.
Financial flexibility is provided through a $2 billion revolving
credit facility, which matures in April 2017. As of June 30, 2014,
approximately $1.16 billion was available on the facility.
CenturyLink also has a $160 million uncommitted revolving letter
of credit facility.

In 2014, Fitch expects CenturyLink's FCF (defined as cash flow
from operations less capital spending and dividends) to range from
$1.1 billion to $1.3 billion, similar to the approximately $1.2
billion for 2013. Expected FCF levels reflect capital spending
within the company's guidance of approximately $3 billion for
2014. Within the capital budget, areas of focus for investment
include continued spending on data center/hosting, broadband
expansion and enhancement, as well as spending on IPTV, the
company's facilities-based video program.

Fitch believes CenturyLink has the financial flexibility to manage
upcoming maturities due to its FCF and credit facilities.
Following the repayment of the $600 million senior unsecured notes
to be partially funded by this offer, remaining maturities in 2014
are nominal. In 2015, maturities amount to approximately $0.5
billion.

The principal financial covenants in the $2 billion revolving
credit facility limit CenturyLink's debt to EBITDA for the past
four quarters to no more than 4.0x and EBITDA to interest plus
preferred dividends (with the terms as defined in the agreement)
to no less than 1.5x. QC has a maintenance covenant of 2.85x and
an incurrence covenant of 2.35x. The facility is guaranteed by
Embarq Corporation, Qwest Communications International Inc., Qwest
Services Corporation (QSC) and Savvis Inc. (d/b/a CenturyLink
Technology Solutions) and its principal subsidiary.

Going forward, Fitch expects CenturyLink and QC will be
CenturyLink's only issuing entities. CenturyLink has a universal
shelf registration available for the issuance of debt and equity
securities.

Rating Sensitivities

Fitch does not expect a positive rating action over the next
several years based on its assessment of the competitive risks
faced by CenturyLink and expectations for leverage.

A negative rating action could occur if:

   -- Consolidated leverage through, but not limited to,
      operational performance, acquisitions, or debt-funded stock
      repurchases, is expected to be 3.5x or higher; and

   -- For QC or Embarq, which are notched up from CTL, leverage
      trends toward 2.5x or higher (based on external debt).


REPUBLIC POWDERED: Taps Logan & Co as Administrative Advisor
------------------------------------------------------------
Republic Powdered Metals Inc. and NMBFiL Inc. (New Debtors) ask
the U.S. Bankruptcy Court for the District of Delaware for
authority to employ Logan & Company Inc. as their administrative
advisor, nunc pro tunc as of Aug. 15, 2014, with respect to NMBFiL
and as of Aug. 31, 2014, with respect to Republic.

A hearing is set for Oct. 14, 2014, at 10:30 a.m., to consider the
New Debtors' request.  Objections, if any, are due Sept. 26, 2014,
at 4:00 p.m.

The firm is expected to:

   a) assist with the preparation of the New Debtors' schedules of
      assets and liabilities and statements of financial affairs;

   b) assist the New Debtors in managing the claims reconciliation
      and objection process; flag for review by the New Debtors
      those proofs of claims subject to possible procedural
      objections, those that are inconsistent with the schedules,
      and those that supersede scheduled liabilities; input the
      New Debtors' objection determination into the claims
      database and prepare exhibits for the New Debtors' omnibus
      objections;

   c) tabulate votes as may be requested or required in connection
      with any and all plans of reorganization filed by the New
      Debtors and provide ballot reports and related balloting and
      tabulation services to the New Debtors and their
      professionals;

   d) generate an official ballot certification and testify, if
      necessary, in support of the balloting, the solicitation and
      the ballot tabulation results;

   e) manage any distribution pursuant to a confirmed Plan prior
      to the effective date of such Plan; and

   f) perform such other administrative services as may be
      requested by the New Debtors that are not otherwise allowed
      under the extension order.

The New Debtors tell the Court that they paid the firm a $10,000
retainer.

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

The firm can be reached at:

   Logan & Company, Inc.
   546 Valley Road
   Upper Montclair, NJ 07043
   Tel: 973.509.3190
   Fax: 973.509.3191
   Email: info@loganandco.com

                  About Republic Powdered Metals

Republic Powdered Metals, Inc., and affiliate NMBFiL, Inc. sought
Chapter 11 protection (Bankr. D. Del. Case No. 14-12028) on Aug.
31, 2014.

Republic Powdered Metal is a leader in the roof coating and
restoration industry which provides exclusive products for roof
and wall restoration, including an extensive line of roof
coatings.

NMBFiL is formerly known as Bondo Corporation. It is a
manufacturer of auto body repair products for the automotive
aftermarket and various other professional and consumer
applications. In November 2007, NMBFiL sold substantially all of
its assets and no longer has business operation.

Republic estimated assets of $10 million to $50 million and debt
of less than $10 million as of the bankruptcy filing.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes only, with the chapter 11 cases of
Specialty Products Holding Corp. and Bondex International, Inc.

Specialty Products, a unit of RPM International Inc., is a
manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

Specialty and affiliate Bondex International filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-11780) on
May 31, 2010.  The Debtors have tapped Jones Day as counsel,
Richards Layton & Finger, as co-counsel, and Logan and Company as
the claims and notice agent.  Specialty estimated assets and
debts of $100 million to $500 million as of the bankruptcy filing.

                             *   *   *

As reported in the Troubled Company Reporter on Sept. 17, 2014,
the Hon. Peter J. Walsh has ordered that new debtors Republic
Powder Metals and NMBFiL's chapter 11 cases will be consolidated
for procedural purposes only and jointly administered with the
Initial Debtors' chapter 11 cases.  Parties-in-interest are
directed to use the consolidated caption referring to the chapter
11 cases of "Specialty Products Holding Corp., et at.," when
filing a pleading with the Court in the Debtors' chapter 11 cases.


REPUBLIC POWDERED: Future Claimant's Rep. Taps YCS&T as Attorney
----------------------------------------------------------------
Eric D. Green, as the proposed legal representative for Future
Claimants in the cases of NMBFiL Inc. and Republic Powdered
Metals, Inc. (New Debtors) asks the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Young Conaway
Stargatt & Taylor LLP as his attorneys, nunc pro tunc to Aug. 15,
2014.

A hearing is set for Oct. 14, 2014 at 10:30 a.m. (ET) to consider
approval of Mr. Green's request.  Objections, if any, are due
Sept. 30, 2014 at 4:00 p.m. (ET)

The firm will:

  a) provide legal advice with respect to the Future Claimants'
     Representative's powers and duties as Future Claimants'
     Representative for the Future Claimants;

  b) take any and all actions necessary to protect and maximize
     the value of the Debtors' estates for the purpose of making
     distributions to Future Claimants and to represent the Future
     Claimants' Representative in connection with negotiating,
     formulating, drafting, confirming and implementing a plan(s)
     of reorganization, and performing such other functions as are
     set forth in section 1103(c) of the Bankruptcy Code or as
     are reasonably necessary to effectively represent the
     interests of the Future Claimants;

  c) prepare, on behalf of the Future Claimants' Representative,
     necessary applications, motions, objections, answers, orders,
     reports, and other legal papers in connection with the
     administration of the estates in this case; and

  d) perform any other legal services and other support requested
     by the Future Claimants' Representative in connection with
     this chapter 11 case.

The attorneys and paralegals presently designated to represent the
Future Claimants' Representative and their current standard hourly
rates are:

     Professionals                Designation    Hourly Rates
     -------------                -----------    ------------
     James L. Patton, Jr., Esq.   Partner        $1,010
     Edwin J. Harron , Esq.       Partner        $695
     Sharon M. Zieg, Esq.         Partner        $585
     Sara Beth A.R. Kohut, Esq.   Associate      $430
     Elizabeth S. Justison, Esq.  Associate      $280
     Casey Cathcart               Paralegal      $200
     Lisa Eden                    Paralegal      $180

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

The firm can be reached at:

     James L. Patton, Jr., Esq.
     Edwin J. Harron, Esq.
     Sharon M. Zieg, Esq.
     Sara Beth A. R. Kohut, Esq.
     Elizabeth S. Justison, Esq.
     YOUNG CONAWAY STARGATT & TAYLOR, LLP
     Rodney Square
     1000 North King Street
     Wilmington, DE 19801
     Tel: (302) 571-6600
     Fax: (302) 571-1253
     Email: jpatton@ycst.com
            eharron@ycst.com
            szieg@ycst.com
            skohut@ycst.com
            ejustison@ycst.com

                  About Republic Powdered Metals

Republic Powdered Metals, Inc., and affiliate NMBFiL, Inc. sought
Chapter 11 protection (Bankr. D. Del. Case No. 14-12028) on Aug.
31, 2014.

Republic Powdered Metal is a leader in the roof coating and
restoration industry which provides exclusive products for roof
and wall restoration, including an extensive line of roof
coatings.

NMBFiL is formerly known as Bondo Corporation. It is a
manufacturer of auto body repair products for the automotive
aftermarket and various other professional and consumer
applications. In November 2007, NMBFiL sold substantially all of
its assets and no longer has business operation.

Republic estimated assets of $10 million to $50 million and debt
of less than $10 million as of the bankruptcy filing.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes only, with the chapter 11 cases of
Specialty Products Holding Corp. and Bondex International, Inc.

Specialty Products, a unit of RPM International Inc., is a
manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

Specialty and affiliate Bondex International filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-11780) on
May 31, 2010.  The Debtors have tapped Jones Day as counsel,
Richards Layton & Finger, as co-counsel, and Logan and Company as
the claims and notice agent.  Specialty estimated assets and
debts of $100 million to $500 million as of the bankruptcy filing.

                             *   *   *

As reported in the Troubled Company Reporter on Sept. 17, 2014,
the Hon. Peter J. Walsh has ordered that new debtors Republic
Powder Metals and NMBFiL's chapter 11 cases will be consolidated
for procedural purposes only and jointly administered with the
Initial Debtors' chapter 11 cases.  Parties-in-interest are
directed to use the consolidated caption referring to the chapter
11 cases of "Specialty Products Holding Corp., et at.," when
filing a pleading with the Court in the Debtors' chapter 11 cases.


REPUBLIC POWDERED: To Employ Blackstone as Financial Advisor
------------------------------------------------------------
Republic Powdered Metals Inc. and NMBFiL Inc. (New Debtors) ask
the U.S. Bankruptcy Court for the District of Delaware for
authority to employ Blackstone Advisory Partners LP, nunc pro tunc
as of Aug. 15, 2014, as to NMBFiL, and as of Aug. 31, 2014, as to
Republic.

A hearing is set for Oct. 14, 2014, at 10:30 a.m., to consider the
New Debtors' request.  Objections, if any, are due Sept. 26, 2014,
at 4:00 p.m.

The firm is expected to:

   a) analyze the New Debtors' businesses, operations, financial
      condition, and prospects;

   b) assist Republic in the development of a long-term business
      plan and related financial projections;

   c) present financial analyses and recommended strategies to the
      Board of Directors of the New Debtors;

   d) analyze various restructuring scenarios and the potential
      impact of those scenarios on the recoveries of stakeholders;

   e) provide strategic advice with regard to restructuring or
      refinancing the New Debtors' existing or potential debt
      obligations or other claims;

   f) evaluate the New Debtors' debt capacity and analyzing
      alternative capital structures;

   g) engage in restructuring negotiations among the New Debtors,
      their creditors and other interested parties;

   h) value securities offered by the New Debtors in connection
      with any possible restructuring of certain liabilities of
      the New Debtors;

   i) assist in arranging debtor-in-possession financing for the
      New Debtors;

   j) provide expert witness testimony concerning any of the
      subjects encompassed by the other financial advisory
      services; and

   k) provide such other financial advisory services as may be
      agreed upon by the New Debtors and Blackstone from time-to-
      time.

The New Debtors will compensate the firm in this manner:

   a) a monthly advisory cash fee of $5,000 from each of the New
      Debtors will be payable in advance on the 15th day of each
      month.

   b) In addition to the Monthly Fees described above, the New
      Debtors will promptly reimburse Blackstone for all
      reasonable out-of-pocket expenses incurred during the
      engagement, including, but not limited to, travel and
      lodging, direct identifiable data processing, document
      production, publishing services and communication charges,
      courier services, working meals, reasonable fees and
      expenses of Blackstone's outside counsel (such counsel-
      related fees and expenses shall not exceed $50,000 for each
      of the New Debtors without prior approval of the applicable
      New Debtor, which approval shall not be unreasonably
      withheld) and other reasonably necessary expenditures.

   c) In addition to the foregoing, the New Debtors have agreed to
      the indemnification provision to the engagement letters.

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

The firm can be reached at:

   Blackstone Advisory Partners LP
   345 Park Avenue
   New York, NY 10154
   Tel: +1 212 583 5000
   Fax: +1 212 583 5749

                  About Republic Powdered Metals

Republic Powdered Metals, Inc., and affiliate NMBFiL, Inc. sought
Chapter 11 protection (Bankr. D. Del. Case No. 14-12028) on Aug.
31, 2014.

Republic Powdered Metal is a leader in the roof coating and
restoration industry which provides exclusive products for roof
and wall restoration, including an extensive line of roof
coatings.

NMBFiL is formerly known as Bondo Corporation. It is a
manufacturer of auto body repair products for the automotive
aftermarket and various other professional and consumer
applications. In November 2007, NMBFiL sold substantially all of
its assets and no longer has business operation.

Republic estimated assets of $10 million to $50 million and debt
of less than $10 million as of the bankruptcy filing.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes only, with the chapter 11 cases of
Specialty Products Holding Corp. and Bondex International, Inc.

Specialty Products, a unit of RPM International Inc., is a
manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

Specialty and affiliate Bondex International filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-11780) on
May 31, 2010.  The Debtors have tapped Jones Day as counsel,
Richards Layton & Finger, as co-counsel, and Logan and Company as
the claims and notice agent.  Specialty estimated assets and
debts of $100 million to $500 million as of the bankruptcy filing.

                             *   *   *

As reported in the Troubled Company Reporter on Sept. 17, 2014,
the Hon. Peter J. Walsh has ordered that new debtors Republic
Powder Metals and NMBFiL's chapter 11 cases will be consolidated
for procedural purposes only and jointly administered with the
Initial Debtors' chapter 11 cases.  Parties-in-interest are
directed to use the consolidated caption referring to the chapter
11 cases of "Specialty Products Holding Corp., et at.," when
filing a pleading with the Court in the Debtors' chapter 11 cases.


REPUBLIC POWDERED: To Hire Evert Weathersby as Asbestos Counsel
---------------------------------------------------------------
Republic Powdered Metals Inc. and NMBFiL Inc. (New Debtors) ask
the U.S. Bankruptcy Court for the District of Delaware for
authority to employ Evert Weathersby Houf as their special
asbestos litigation counsel nunc pro tunc as of Aug. 15, 2014, as
to NMBFiL, and as of Aug. 31, 2014, as to Republic.

A hearing is set for Oct. 14, 2014, at 10:30 a.m., to consider the
New Debtors' request.  Objections, if any, are due Sept. 26, 2014,
at 4:00 p.m.

The firm is expected to:

   a) counsel, provide strategic advice to, and representing the
      New Debtors in connection with, any and all matters in or
      outside of these bankruptcy cases arising from or relating
      to the Asbestos Claims;

   b) counsel and represent the New Debtors and assist general
      bankruptcy counsel in connection with the confirmation
      and consummation of a consensual plan of reorganization and
      related documents contemplated by the Term Sheets as these
      matters relate to the Asbestos Claims; and

   c) perform such other services as may be requested from time to
      time.

The current hourly rates of the firm's lawyers expected to spend
significant time providing services to the New Debtors range from
$330 to $675.  Prior to the Petition Dates, on Aug. 14, 2014 and
Aug. 15, 2014, NMBFiL provided the firm with a retainer in the
aggregate amount of $500,000, and on Aug. 14, 2014, Republic
provided the firm with a retainer of $100,000 for services
rendered or to be rendered and for reimbursement of expenses.

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

The firm can be reached at:

   EVERT WEATHERSBY HOUF
   3455 Peachtree St. #1550
   Atlanta, GA 30326
   Tel: (678) 651-1200
   Email: information@ewhlaw.com

                  About Republic Powdered Metals

Republic Powdered Metals, Inc., and affiliate NMBFiL, Inc. sought
Chapter 11 protection (Bankr. D. Del. Case No. 14-12028) on Aug.
31, 2014.

Republic Powdered Metal is a leader in the roof coating and
restoration industry which provides exclusive products for roof
and wall restoration, including an extensive line of roof
coatings.

NMBFiL is formerly known as Bondo Corporation. It is a
manufacturer of auto body repair products for the automotive
aftermarket and various other professional and consumer
applications. In November 2007, NMBFiL sold substantially all of
its assets and no longer has business operation.

Republic estimated assets of $10 million to $50 million and debt
of less than $10 million as of the bankruptcy filing.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes only, with the chapter 11 cases of
Specialty Products Holding Corp. and Bondex International, Inc.

Specialty Products, a unit of RPM International Inc., is a
manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

Specialty and affiliate Bondex International filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-11780) on
May 31, 2010.  The Debtors have tapped Jones Day as counsel,
Richards Layton & Finger, as co-counsel, and Logan and Company as
the claims and notice agent.  Specialty estimated assets and
debts of $100 million to $500 million as of the bankruptcy filing.

                             *   *   *

As reported in the Troubled Company Reporter on Sept. 17, 2014,
the Hon. Peter J. Walsh has ordered that new debtors Republic
Powder Metals and NMBFiL's chapter 11 cases will be consolidated
for procedural purposes only and jointly administered with the
Initial Debtors' chapter 11 cases.  Parties-in-interest are
directed to use the consolidated caption referring to the chapter
11 cases of "Specialty Products Holding Corp., et at.," when
filing a pleading with the Court in the Debtors' chapter 11 cases.


RESIDENTIAL CAPITAL: Liquidating Trust Declares Cash Distribution
-----------------------------------------------------------------
The ResCap Liquidating Trust on Sept. 22 disclosed that its Board
of Trustees has declared a cash distribution of $1.50 per unit to
holders of units of beneficial interest in the Trust, totaling
$150 million (including the distribution made on account of units
in the Disputed Claims Reserve).  The distribution will be paid on
October 17, 2014 to unit holders of record as of the close of
business on October 2, 2014.

Of the $1.50 distribution per unit, $0.06 will consist of Trust
income from litigation recoveries and similar items that the Trust
believes is U.S. source income subject to U.S. federal withholding
tax to the extent allocable to unit holders that are not U.S
persons (or in certain circumstances do not otherwise establish
their status as U.S. persons under applicable rules).  Because the
Trust does not have the necessary information concerning the
identity and tax status of its unit holders, the Trust will
distribute the gross amount of the distribution to brokers
(through DTC) and anticipates that the required tax withholding
will be effected by U.S. brokers (or other nominees), who should
treat $0.06 of the per unit distribution as U.S. source income
subject to federal withholding.  As a result, the Trust
anticipates that unit holders subject to withholding will receive
a distribution net of the required withholding.

Unit holders should consult their tax advisors with respect to the
tax treatment of the distribution.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.

                        About Ally Financial

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

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

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

                           *     *     *

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

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

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


RESTORA HEALTHCARE: Has Until Oct. 22 to File Plan
--------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware extended Restora Healthcare Holdings, LLC, et al.'s
exclusive plan filing period through and including Oct. 22, 2014,
and their exclusive solicitation period through and including
Dec. 21.

The Debtors said in court papers that the additional time will
allow them sufficient time to work through and resolve any
remaining outstanding issues and determine the appropriate next
steps in their Chapter 11 cases.

                      About Restora Healthcare

Restora Healthcare Holdings, LLC, and two of its affiliates filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
14-10367 to 14-10369) on Feb. 24, 2014.  The petitions were signed
by George W. Dunaway as chief financial officer.

DLA Piper LLP (US) serves as the Debtors' counsel.  The Debtors
tapped George D. Pillari, a managing director of Alvarez & Marsal
Healthcare Industry Group, LLC, as chief restructuring officer.

The U.S. Trustee appointed five creditors to serve on the Official
Committee of Unsecured Creditors.  The Committee has retained
Craig Freeman, Esq., and Martin G. Bunin, Esq., at Alston & Bird
LLP as its counsel; Brett D. Fallon, Esq., at Morris James LLP as
co-counsel to the Committee; and CohnReznick LLP as financial
advisor to the Committee.

Restora Healthcare Holdings disclosed $1,789,247 in assets, and
$11,328,016 in liabilities.  Restora Hospital of Mesa reported
$6,996,725 in assets and $11,186,942 in liabilities.  Restora
Hospital of Sun City also reported $5,327,278 in assets $9,109,597
in liabilities.


REVEL AC: $90MM Straub Offer to be Tested at Today's Auction
------------------------------------------------------------
The auction of the Revel Casino Hotel will be held Wednesday,
Sept. 24, 2014.  Judge Gloria Burns will consider approval of the
sale results at a hearing set for Sept. 30.

Revel closed its doors early September after failing to securing a
buyer.

Tom Corrigan, writing for The Wall Street Journal, noted that
Revel last week announced a deal with Florida real estate
developer Glenn Straub, who offered $90 million in cash, which is
subject to rival offers at the auction.  The report noted that
rival bidders could include Richard Meruelo, whose family invests
in real estate and last year made a failed attempt to buy the
Trump Plaza casino in Atlantic City.

As reported by the Troubled Company Reporter, Judge Burns approved
the auction and related sale procedures, including a $3 million
breakup fee payable to Straub's Polo North Country Club Inc. in
the event the Debtors consummate an alternative transaction.
According to a Law360 report, Judge Burns said she is willing to
grant the break-up fee in advance of an auction given a lack of
buyer interest.  The U.S. Trustee objected the proposed modified
bid procedures, saying the pre-approval of the proposed break-up
fee is not appropriate.

                           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.


RIVER-BLUFF: Hearing on Relief from Stay Continued Until Oct. 7
---------------------------------------------------------------
The Bankruptcy Court continued until Oct. 7, 2014, the hearing to
consider U.S. Bank National Association's motion for relief from
stay and abandonment filed in the Chapter 11 case of River-Bluff
Enterprises, Inc.

On Sept. 8, U.S. Bank moved the Court for an order terminating and
annulling the automatic stay and abandonment to allow it to
exercise any or all of its rights and remedies with respect to the
Debtor's:

   -- real property located at 100 E. Jackson Avenue and 705 & 707
      S. Pine Street, Ellensburg, Washington;

   -- related personal property;

   -- cash in the U.S. Bank account in the amount of $124,092; and

   -- all other property.

As of Sept. 8, 2014, the Debtor owes U.S. Bank principal and
interest of $5,347,431.  The prepetition attorney fees and costs
of $109,749 have not been paid, and U.S. Bank continues to incur
additional attorney's fees and costs postpetition. The mortgaged
real property is worth no more than $4.2 million.

U.S. Bank, in its motion, stated that it is entitled to relief
from stay because the Debtor has no equity in the property and has
no reasonable prospect of confirming a viable plan that would
allow the Debtor to retain U.S. Bank's collateral.

U.S. Bank is represented by:

         Teresa H. Pearson, Esq.
         John R. Knapp, Jr., Esq.
         MILLER NASH LLP
         111 S.W. Fifth Avenue, Suite 3400
         Portland, OR 97204
         Tel: (503) 224-5858
         Fax: (503) 224-0155

                  About River-Bluff Enterprises

Ellensburg, Washington-based River-Bluff Enterprises, Inc., filed
a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No. 14-
00843) on March 11, 2014.  In its schedules, the Debtor disclosed
$10,231,777 in total assets and $17,609,653 in total liabilities.

This is River-Bluff's second bankruptcy filing in less than two
years.  It previously sought bankruptcy protection (Bankr. E.D.
Cal. Case No. 12-92017) in Modesto, California, in July 2012.  The
case was dismissed in 2013.

Gary W. Dryer, Assistant U.S. Trustee for Region 18, informed the
U.S. Bankruptcy Court for the Eastern District of Washington that
due to the lack of entities eligible to serve on the unsecured
creditors' committee, the U.S. Trustee is not appointing an
unsecured creditors' committee in the Chapter 11 case of River-
Bluff Enterprises, Inc.

                          *     *     *

River-Bluff Enterprises filed with the Bankruptcy Court a Plan of
Reorganization and accompanying disclosure statement.  A copy of
the Disclosure Statement is available for free at:

         http://bankrupt.com/misc/RIVER-BLUFF_137_ds.pdf

The Debtor and guarantors Byron and Rose Haney, Eric and Sue
Layman, Marcy and Jeanette Haney and Roger and Marleta Haney --
who each signed personal guarantees on certain secured debts --
anticipate that the Plan will be funded by a combination of
future net cash flow from the future operations of the Debtor, and
the contributions by the Guarantors, who are also the holders of
Class 12 Shareholder Interests.  The Debtor estimates that the
confirmation date will occur within 2014.

All creditors provided for under the Plan would be paid 100% of
their allowed claims, unless they have otherwise consented by
voting in favor of a less favorable treatment which would allow
for the separate classification of those claims being paid less
than 100% of their allowed claims.


RIVER-BLUFF: Oct. 7 Hearing on Adequacy of Plan Disclosures
-----------------------------------------------------------
The Bankruptcy Court will convene a hearing on Oct. 7, 2014, to
consider adequacy of the Disclosure Statement explaining River-
Bluff Enterprises, Inc.'s Plan of Reorganization.

At the hearing held Sept. 10, the parties discussed matters in
relation to the Disclosure Statement.  The Sept. 3 hearing was not
held.

In relation to matters discussed at the Sept. 10 hearing, the
Court ordered that Metiner G. Kimel, Esq. on behalf of the Debtor,
must file and serve the Amended Plan and Disclosure Statement by
Sept. 24.  Any responses will be filed by Oct. 3.

On Sept. 9, the Debtor responded to the objection filed by U.S.
Bank, N.A., to the Disclosure Statement stating that on Sept. 5,
U.S. Bank elected to have its claim treated as fully secured.  As
the Plan filed does not provide for treatment under a Code Section
1111(b) election, the Plan will have to be amended to provide
accordingly.

The Debtor also contemplated amending the Plan to a liquidating
plan that will provide ultimately for the liquidation of one or
more of its real properties to fully fund the plan the Debtor
disputes the Bank's assertion that the Plan is not feasible.

Accordingly, the Debtor said it must be afforded the opportunity
to amend the Plan and address the additional Disclosure Statement
issues.

                             The Plan

The TCR on Aug. 6, 2014, reported on the Debtor's filing of a Plan
and Disclosure Statement.

The Debtor and guarantors Byron and Rose Haney, Eric and Sue
Layman, Marcy and Jeanette Haney and Roger and Marleta Haney --
who each signed personal guarantees on certain secured debts --
anticipate that the Plan will be funded by a combination of
future net cash flow from the future operations of the Debtor, and
the contributions by the Guarantors, who are also the holders of
the Class 12 Shareholder Interests.  The Debtor estimates that the
confirmation date will occur this year.

On or prior to the Effective Date, the equity security holders
will contribute certain amount to be used first to make plan
distributions to the holders of the Allowed Class 9 Claim of Huff
Construction of Modesto California (hired to build the
three story structure that would be the Medical Building) and the
Class 10 Claims of investor Mark Grover, who loaned the Debtor
$200,000 to pay Huff the funds required to retain and pay the
necessary subcontractors, until those claims have been paid in
full as provided for by the Plan.

Under the Plan, unsecured claims which are included in Class 8,
including the deficiency claim of US Bank, N.A., holder of a
secured claim secured by Medical Building and guaranteed by the
Guarantors, are being paid their allowed claims in full.  Holders
of unsecured claims in Classes 9, 10, and Class 11 (the allowed
claim of Alpine Townhouse Apartments, LLC, which is the holder
claim in the scheduled amount of $2,303,637 secured by a junior
lien against substantially all of the Debtor's California real
property) are receiving less than 100% of their allowed claims,
provided that they vote in favor of the Plan.  If they do not vote
in favor of the Plan, then their claims will still be treated as
Allowed Class 8 General Unsecured Claims and will be paid 100% of
the claim plus any allowable interest.  Accordingly, all creditors
provided for under the Plan would be paid 100% of their allowed
claims, unless they have otherwise consented by voting in favor of
a less favorable treatment which would allow for the separate
classification of those claims being paid less than 100% of their
allowed claims.

Upon confirmation, the reorganized Debtor will continue to employ
Roger Haney, Byron Haney and Eric Layman, in their capacity as
officers, directors, and shareholders of the Debtor, to perform
the day to day management of the Debtor's business.  The Debtor
will continue to pay Roger Haney a monthly salary of $3,000 per
month.

On the Effective Date, all property of the estate, excluding
property otherwise distributed and claims otherwise resolved under
the Plan, will be vested in the Reorganized Debtor.

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

         http://bankrupt.com/misc/RIVER-BLUFF_137_ds.pdf

The Debtor is represented by:

         Metiner G. Kimel, Esq.
         KIMEL LAW OFFICES
         1115 West Lincoln Avenue, Suite 105
         Yakima, WA 98902
         Tel: (509) 452-1115
         Fax: (509) 452-1116

                  About River-Bluff Enterprises

Ellensburg, Washington-based River-Bluff Enterprises, Inc., filed
a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No. 14-
00843) on March 11, 2014.  In its schedules, the Debtor disclosed
$10,231,777 in total assets and $17,609,653 in total liabilities.

This is River-Bluff's second bankruptcy filing in less than two
years.  It previously sought bankruptcy protection (Bankr. E.D.
Cal. Case No. 12-92017) in Modesto, California, in July 2012.  The
case was dismissed in 2013.

Gary W. Dryer, Assistant U.S. Trustee for Region 18, informed the
U.S. Bankruptcy Court for the Eastern District of Washington that
due to the lack of entities eligible to serve on the unsecured
creditors' committee, the U.S. Trustee is not appointing an
unsecured creditors' committee in the Chapter 11 case of River-
Bluff Enterprises, Inc.

                          *     *     *

River-Bluff Enterprises filed with the Bankruptcy Court a Plan of
Reorganization and accompanying disclosure statement.  A copy of
the Disclosure Statement is available for free at:

         http://bankrupt.com/misc/RIVER-BLUFF_137_ds.pdf

The Debtor and guarantors Byron and Rose Haney, Eric and Sue
Layman, Marcy and Jeanette Haney and Roger and Marleta Haney --
who each signed personal guarantees on certain secured debts --
anticipate that the Plan will be funded by a combination of
future net cash flow from the future operations of the Debtor, and
the contributions by the Guarantors, who are also the holders of
Class 12 Shareholder Interests.  The Debtor estimates that the
confirmation date will occur within 2014.

All creditors provided for under the Plan would be paid 100% of
their allowed claims, unless they have otherwise consented by
voting in favor of a less favorable treatment which would allow
for the separate classification of those claims being paid less
than 100% of their allowed claims.


ROCK POINTE: Chapter 11 Trustee Seeks Case Dismissal
----------------------------------------------------
The Trustee, John D. Munding, sought the dismissal of the chapter
11 case of Rock Pointe Holdings on September 5, 2014. The Trustee
holds that, after the foreclosure sale, there is no viable
business to organize, and no estate to administer other than a
vehicle and the cash collateral held by the Receiver.

On December 6, 2011, the Debtor filed a voluntary petition for
Chapter 11 of the bankruptcy code due to insufficiency of cash
flow.  Post-petition property has been professionally managed and
operated under the supervision of the Receiver and BRMI.

On May 23, 2014, the Noteholder directed a Trustee's sale of the
Debtor's real property. The Debtor's interest in real property was
sold at public auction to the highest bidder by virtue of credit
bid in the amount of $39,000,000.  All of the Debtor's right,
title, and interest in the real and personal property were
conveyed to the Noteholder.

As a result of the elimination of Debtor's interest, there is no
hope of proposing a confirmable plan of reorganization and
rehabilitating its business. The Debtor has no operations, no cash
flow and is unable to pay expenses without incurring additional
post-petition debt. Thus, dismissal is the appropriate remedy in
order to secure the best interest of the creditors and estates.

Rock Pointe Holdings Trustee is represented by:

     John D. Munding, Esq.
     CRUMB & MUNDING, P.S.
     1610 W. Riverside Ave.
     Tel: (509) 624-6464
     E-mail: munding@crumb-munding.com

                         About Rock Pointe

Rock Pointe Holdings Company LLC owns the Rock Pointe Corporate
Center in Spokane, Washington.  The Company filed for Chapter 11
protection (Bankr. E.D. Wash. Case No.11-05811) on Dec. 2, 2011.
The Debtor estimated both assets and debts of between $50 million
and $100 million.  Southwell & O'Rourke, P.S., served as counsel
for the Debtor.

The U.S. Trustee appointed five unsecured creditors to serve on
the Debtor's Official Committee of Unsecured Creditors.  Kenneth
W. Gates is the counsel for the Committee.

Ford Elsaesser served as mediator for of all issues regarding the
treatment of the debt owed to DMARC.

The United States Trustee has appointed John Munding as Chapter 11
trustee in the bankruptcy case.


RTP LLC: In Default Under $541 Million ORIX Loan, Court Says
------------------------------------------------------------
In a Memorandum Opinion dated September 8, 2014, District Judge
Charles Kocoras of the U.S. District Court for the Northern
District of Illinois determined that Events of Default under a
$541,250,000 loan extended by ORIX Real Estate Capital Inc., as
lender, occurred beginning in September 2010 and that RTP LLC, as
borrower, and Inheritance Capital Group, LLC, n/k/a W&D Real
Estate Opportunity Fund I, LLC, as guarantor, are jointly and
severally liable for violations of Sections 1(a)(x) and 1(b)(ix)
of the Guaranty.

ORIX is asking the Court for a final judgment order reflecting the
Court's ruling in the Memorandum Opinion and awarding damages to
ORIX and against RTP and Inheritance in the amount of $32,039,673.
A copy of ORIX's Motion for Entry of Final Judgment Order is
available at http://is.gd/6ruWSMfrom Leagle.com.

ORIX Real Estate Capital is represented by:

     Michael T. Benz, Esq.
     David T. Audley, Esq.
     CHAPMAN AND CUTLER LLP
     111 West Monroe Street
     Chicago, IL 60603-4080
     Tel: (312) 845-3000
     Fax: (312) 701-2361
     E-mail: audley@chapman.com
             benz@chapman.com

          - and -

     James H. Pulliam, Esq.
     Christopher J. Fernandez, Esq.
     KILPATRICK TOWNSEND & STOCKTON LLP
     Suite 2500 214 North Tryon Street
     Charlotte, NC 28202-2381
     Tel: (704) 338-5119
     Fax: (704) 371-6412
     E-mail: jpulliam@kilpatricktownsend.com
             chfernandez@kilpatricktownsend.com

RTP LLC and Inheritance Capital Group, LLC, are represented by
Gregory Scott Gistenson, Esq., Paul T. Olszowka, Esq., and Paula
K. Jacobi, Esq., at Barnes & Thornburg LLP.


RUBIN FAMILY IRREVOCABLE: ACE May Seek Postpetition Legal Fees
--------------------------------------------------------------
Bankruptcy Judge Robert E. Grossman said ACE Investors LLC is
entitled to assert a claim against Rubin Family Irrevocable Stock
Trust that includes post-petition attorneys' fees and costs
associated with collecting an Augmented Judgment.  Judge Grossman
will hold further proceedings to finally determine the amount of
ACE's claim; specifically to determine to what extent ACE's post-
petition attorneys' fees and costs were incurred to "collect the
Augmented Judgment."  The Debtors retain the right to dispute
certain, or all, of ACE's post-petition attorneys' fees and costs
on the basis that some or all of those fees and costs were not
incurred to "collect the judgment."

The parties have stipulated that ACE is entitled to an allowed
pre-petition claim in the amount of $3,464,365.13, less certain
costs incurred by ACE attributable to expert witness fees. They
also have stipulated that ACE's collateral "has a value greater
than the ACE Claim. . . [and] [i]n accordance with section
506(a)(1) of the Bankruptcy Code, and for all purposes in the
Debtors' chapter 11 cases, the ACE Claim is secured in an amount
equal to the amount of the ACE Claim."

The Debtors object to ACE's Supplemental Proof of Secured Claim,
which asserted that ACE is entitled to a fully secured claim in
the amount of $5,170,953.83, which includes post-petition
attorneys' fees, expenses and interest through and including
September 8, 2014.

A copy of the Court's September 19, 2014 Memorandum Decision is
available at http://is.gd/Ldfc0dfrom Leagle.com.

Rubin Family Irrevocable Stock Trust, based in Dix Hills, New
York, filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case No.
13-72193) on April 27, 2013.  Judge Dorothy Eisenberg presides
over the case.  Paul Rachmuth, Esq., serves as the Debtor's
counsel.  In its petition, the Trust estimated $500,001 to $1
million in assets, and $1 million to $10 million in debts.

Separate Chapter 11 petitions were filed by affiliates Robert M
Rubin Family Realty Trust (Case No. 13-72194) and Margery Rubin
(Case No. 13-72195).

The petitions were signed by Margery Rubin, Trustee.


SEARS METHODIST: RBC Capital Approved as Investment Banker
----------------------------------------------------------
The Bankruptcy Court authorized Sears Methodist Retirement System,
Inc., et al., to employ RBC Capital Markets, LLC, as investment
banker.

The Court also ordered that the $25,000 monthly retainer to be
paid to RBCCM pursuant to the agreement will be made by the
Debtors and allocated among the Debtors based upon their
respective revenues.  Further, the share of the monthly retainer
allocated to Odessa Methodist Housing, Inc. and Canyons Senior
Living L.P. will not be paid to RBCCM on a monthly basis; rather,
such Allocated Amounts will be set aside by the HUD Debtors to be
paid only upon further order of the Court.

RBCCM is expected to:

   (a) conduct a marketing process to facilitate an asset sale, a
debt restructuring or an affiliation, joint venture, partnership
or merger;

   (b) prepare a sale memorandum and marketing teaser to generate
awareness and interest in the sale of the Debtors' assets; and

   (c) conduct on-site visits, gathering information and
assembling a virtual data room to provide information to
interested parties.

According to the Debtors' application, David B. Fields, managing
director at RBCCM and the head of its senior living sector, will
be leading the engagement.

RBCCM was also retained by McDermott, Will & Emery LLP, counsel to
UMB Bank, N.A., the successor bond trustee and master trustee
pursuant to that certain Master Trust Indenture, Deed of Trust and
Security Agreement, dated as Nov. 1, 2009, and amended from time
to time, to render restructuring advice in connection with the
Tyler Bonds.  RBCCM's relationship with the Tyler Trustee was
terminated on July 16, 2014.

For services rendered on behalf of the obligated group and in
connection with the obligated croup's assets:

   -- monthly retainer of $25,000; plus
   -- success fee of 1.5% of gross cash consideration; plus
      1.0% of par amount of restructured bond issued
   -- out pocket expenses at cost.

For services rendered on behalf of the non-obligated group and in
connection with the non-obligated group's assets:

   -- monthly retainer: none
   -- success fee of 1.5% of gross cash consideration; plus
      1.0% of par amount of restructured bond issued
   -- out pocket expenses at cost

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

                            Objections

Prudential Huntoon Paige Associates, LLC, formerly known as
Prudential Huntoon Paige Associates, Ltd., objected to the
Debtors' motion stating that any expenditure of Prudential's cash
collateral to fund RBCCM's services is unnecessary.

According to Prudential, in the July 25 application, the Debtors
assert that RBCCM's services are required so that the Debtors can,
among other things, conduct a marketing and sale process,
including the "selection of a stalking horse bidder and
negotiating an asset purchase agreement" and "[f]acilitating an
auction."

The Debtors proposed to pay RBCCM a monthly retainer of $25,000
well as a success fee of 1.5% of the "cash purchase price from the
buyer/purchaser at closing" and "1/0% of par amount of
restructured bond issued."

United States of America, Department of Housing and Urban
Development, a secured creditor and party-in-interest in the case,
objected to any use (prepetition or postpetition) of project funds
of the HUD Facilities to pay RBCCM.

HUD is the holder of a first lien and regulatory interest covering
Desert Haven Retirement Community, a 42-unit low-income senior
living facility located in Odessa, Texas.

Prudential is represented by:

         Judith W. Ross, Esq.
         Eric Soderlund, Esq.
         LAW OFFICES OF JUDITH W. ROSS
         700 N. Pearl Street, Suite 1610
         Dallas, TX 75201
         Tel: (214) 377-8659
         Fax: (214) 377-9409
         E-mails: judtih.ross@judithwross.com
                  eric.soderlund@judithwross.com

HUD is represented by:

         Sarah R. Saldana, Esq., U.S. Attorney
         Donna K. Webb, Esq., Assistant U.S. Attorney
         Burnett Plaza, Suite 1700
         801 Cherry Street, Unit No. 4
         Fort Worth, TX 76102-6882
         Tel: (817) 252-5200
         Fax: (817) 252-5458
         E-mail: donna.webb@usdoj.gov

The Debtors are represented by:

         Vincent P. Slusher, Esq.
         Andrew Zollinger, Esq.
         DLA PIPER LLP (US)
         1717 Main Street, Suite 4600
         Dallas, TX 75201-4629
         Tel: (214) 743-4500
         Fax: (214) 743-4545
         E-mail: vincent.slusher@dlapiper.com
                 andrew.zollinger@dlapiper.com

              - and -

         Thomas R. Califano, Esq.
         Gabriella L. Zborovsky, Esq.
         Jacob S. Frumkin, Esq.
         DLA PIPER LLP (US)
         1251 Avenue of the Americas
         New York, NY 10020-1104
         Tel: (212) 335-4500
         Fax: (212) 335-4501
         E-mail: thomas.califano@dlapiper.com
                 gabriella.zborovsky@dlapiper.com
                 jacob.frumkin@dlapiper.com

                       About Sears Methodist

As a leading Texas senior living icon established on Christian
principles, Sears Methodist Retirement System Inc. provides
secure, rewarding, and luxurious residency to seniors.  The system
includes: (i) eight senior living communities located in Abilene,
Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans
homes located in El Paso, McAllen and Big Spring, Texas, managed
by Senior Dimensions, Inc., pursuant to contracts between SDI and
the Veterans Land Board of Texas; and (iii) Texas Senior
Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA")
and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as
applicable, management and insurance services to the System.
Sears Methodist Senior Housing, LLC, is the general partner of,
and controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-
32821) on June 10, 2014.  The cases are assigned to Judge Stacey
G. Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC.  The Debtors' notice, claims and solicitation
agent is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.  The Committee is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.


SEARS METHODIST: SDI Gets Final Approval to Incur DIP Loan
----------------------------------------------------------
The Bankruptcy Court entered a final order authorizing debtor
Senior Dimensions, Inc., to obtain postpetition financing in the
form of a revolving loan made available to SDI in a principal
amount of up to $1,500,000 from CVF Beadsea LLC or its designee.

As adequate protection from any diminution value of the lender's
collateral, the Debtor will grant first priority liens senior to
any prepetition or postpetition liens, with superpriority claim
status.

                      Committee's Objection

The Official Committee of Unsecured Creditors objected to the
motion of SDI, stating that SDI, which manages three veteran's
communities pursuant to certain contracts between SDI and the
Veterans Land Board of Texas, has no secured debt as of the
commencement of its case.  According to the Committee, if the DIP
motion is granted, SDI will incur $900,000 of secured debt that
will be paid ahead of the approximately $780,000 of unsecured
creditors as of the petition date and will be secured with
resident security deposits.

                       About Sears Methodist

As a leading Texas senior living icon established on Christian
principles, Sears Methodist Retirement System Inc. provides
secure, rewarding, and luxurious residency to seniors.  The system
includes: (i) eight senior living communities located in Abilene,
Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans
homes located in El Paso, McAllen and Big Spring, Texas, managed
by Senior Dimensions, Inc., pursuant to contracts between SDI and
the Veterans Land Board of Texas; and (iii) Texas Senior
Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA")
and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as
applicable, management and insurance services to the System.
Sears Methodist Senior Housing, LLC, is the general partner of,
and controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-
32821) on June 10, 2014.  The cases are assigned to Judge Stacey
G. Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC.  The Debtors' notice, claims and solicitation
agent is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.  The Committee is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.


SEARS METHODIST: SRDC Approved to Incur $2.35MM DIP Financing
-------------------------------------------------------------
The Bankruptcy Court, in a final order, authorized debtor Sears
Caprock Retirement Corporation to obtain postpetition financing
in the principal aggregate amount of $2,350,000 from Santander
Bank, N.A.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender first
priority priming liens senior to any prepetition or postpetition
liens, and superpriority administrative claim status.

The Debtor is authorized to access the loan until the earlier of
(a) Jan. 4, 2015; or (b) the occurrence of an Event of Default
under the terms of the DIP Credit Agreement.

                       About Sears Methodist

As a leading Texas senior living icon established on Christian
principles, Sears Methodist Retirement System Inc. provides
secure, rewarding, and luxurious residency to seniors.  The system
includes: (i) eight senior living communities located in Abilene,
Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans
homes located in El Paso, McAllen and Big Spring, Texas, managed
by Senior Dimensions, Inc., pursuant to contracts between SDI and
the Veterans Land Board of Texas; and (iii) Texas Senior
Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA")
and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as
applicable, management and insurance services to the System.
Sears Methodist Senior Housing, LLC, is the general partner of,
and controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-
32821) on June 10, 2014.  The cases are assigned to Judge Stacey
G. Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC.  The Debtors' notice, claims and solicitation
agent is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.  The Committee is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.


SEARS METHODIST: STMRC Wins Final Nod to Use UMB Cash Collateral
----------------------------------------------------------------
The Bankruptcy Court approved a stipulated final order authorizing
Sears Tyler Methodist Retirement Corporation to use cash
collateral in which UMB Bank, N.A., not individually, but as
successor master trustee, asserts an interest.

The Debtor entered a stipulation under these bond financing
documents:

   1) a certain Master Trust Indenture, Deed of Trust and Security
Agreement dated Nov. 1, 2009, by and between the Debtor and UMB
Bank, N.A., not individually, but as successor master trustee;

   2) a certain Indenture of Trust dated Nov. 1, 2009, by and
between HFDC of Central Texas, Inc., and UMB Bank, N.A., not
individually, but as successor bond trustee;

   3) those certain HFDC of Central Texas, Inc. Retirement
Facility Revenue Bonds (Sears Tyler Methodist Retirement
Corporation Project), Series 2009A, issued pursuant to the Bond
Indenture in the initial aggregate principal amount of
$36,100,000;

   4) those certain HFDC of Central Texas, Inc. Retirement
Facility Revenue Bonds (Sears Tyler Methodist Retirement
Corporation Project), Series 2009B, issued pursuant to the Bond
Indenture in the initial aggregate principal amount of $7,850,000;

   5) those certain HFDC of Central Texas, Inc. Retirement
Facility Revenue Bonds (Sears Tyler Methodist Retirement
Corporation Project), Series 2011A, issued pursuant to the Bond
Indenture in the initial aggregate principal amount of $3,895,000;

   6) those certain HFDC of Central Texas, Inc. Retirement
Facility Revenue Bonds (Sears Tyler Methodist Retirement
Corporation Project), Series 2011B, issued pursuant to the Bond
Indenture in the initial aggregate principal amount of $1,500,000;
and

   7) a certain Loan Agreement dated Nov. 1, 2009, by and between
the Issuer and the Debtor, pursuant to which the Debtor covenanted
to make payments at such times and in such amounts so as to
provide for the payment of the principal of, premium, if any, and
interest on the Bonds and any fees, costs and expenses related
thereto.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will the lenders replacement liens
and superpriority administrative claim status, subject to carve
out on certain expenses.

The Debtor's use of cash collateral is also subject to it
compliance with these milestones, among other things:

   1. by Sept. 29, 2014, enter into a letter of intent with a
prospective purchaser for the sale of all or substantially all the
Debtor's assets, in a form and substance acceptable to the Debtor
and the Trustee;

   2. by Nov. 7, enter into an asset purchase agreement with the
prospective purchaser, in a form and substance acceptable to the
Debtor and the Trustee, memorializing the letter of intent and any
non-material modifications resulting from due diligence;

   3. by Nov. 25, obtain entry of an order approving the sale
procedures, in a form and substance acceptable to the Debtor and
the Trustee; and

   4. by Dec. 24, 2014, obtain entry of an order approving the
sale, in a form and substance acceptable to the Debtor and the
Trustee.

The Official Committee of Unsecured Creditors, in its objection to
the Debtor's motion, stated that it reserves the right to raise
additional objections at the interim hearing and at any final
hearing on the DIP motion.

                       About Sears Methodist

As a leading Texas senior living icon established on Christian
principles, Sears Methodist Retirement System Inc. provides
secure, rewarding, and luxurious residency to seniors.  The system
includes: (i) eight senior living communities located in Abilene,
Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans
homes located in El Paso, McAllen and Big Spring, Texas, managed
by Senior Dimensions, Inc., pursuant to contracts between SDI and
the Veterans Land Board of Texas; and (iii) Texas Senior
Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA")
and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as
applicable, management and insurance services to the System.
Sears Methodist Senior Housing, LLC, is the general partner of,
and controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-
32821) on June 10, 2014.  The cases are assigned to Judge Stacey
G. Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC.  The Debtors' notice, claims and solicitation
agent is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.  The Committee is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.


SEARS METHODIST: Obligated Debtors OK'd to Use Cash Collateral
--------------------------------------------------------------
The Bankruptcy Court, in a final order, authorized Sears Methodist
Retirement System, Inc., and other entities designated as the
"Obligated Group Debtors" to (a) use cash collateral; and (b)
incur postpetition secured indebtedness from Wells Fargo Bank,
National Association, as trustee.

The Obligated Group Debtors consist of Sears Methodist, Sears
Permian Retirement Corporation, Sears Methodist Centers, Inc.,
Sears Panhandle Retirement Corporation, Sears Methodist
Foundation, Sears Brazos Retirement Corporation.

According to the Debtors, the Obligated Group will not be able to
adequately finance their business operations by using only cash
collateral and that they require immediate access to additional
financing.  To fund the shortfall, the Debtors solicited offers
from several entities before the Petition Date to provide
financing to the Obligated Group Debtors.

The trustee on behalf of the holders of the Bonds has agreed to
provide the financing from the Trustee-Held Funds as advances
under the Bond Documents and to enter into a debtor-in-possession
credit facility with the Obligated Group Debtors up to a maximum
amount of $3,800,000 on a senior secured, superpriority basis.

The DIP loan(s) will accrue interest at a rate of 6.25% per annum.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will granted the lender
superpriority administrative expense claim status, subject to
carve out on certain expenses.

The DIP loan and use of cash collateral will terminate on Jan. 4,
2015, or on the occurrence of a termination event.

                       About Sears Methodist

As a leading Texas senior living icon established on Christian
principles, Sears Methodist Retirement System Inc. provides
secure, rewarding, and luxurious residency to seniors.  The system
includes: (i) eight senior living communities located in Abilene,
Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans
homes located in El Paso, McAllen and Big Spring, Texas, managed
by Senior Dimensions, Inc., pursuant to contracts between SDI and
the Veterans Land Board of Texas; and (iii) Texas Senior
Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA")
and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as
applicable, management and insurance services to the System.
Sears Methodist Senior Housing, LLC, is the general partner of,
and controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-
32821) on June 10, 2014.  The cases are assigned to Judge Stacey
G. Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC.  The Debtors' notice, claims and solicitation
agent is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.  The Committee is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.


SECURITY NATIONAL: Wants to Sell 33 Commercial Properties
---------------------------------------------------------
Security National Properties Funding III, LLC, and its affiliated
debtors, Security National Properties Holding Company, LLC,
Security National Properties Servicing Company, LLC, Robin P.
Arkley and Bank of America, N.A., entered into a settlement
agreement that provided the template for a plan of reorganization.

The parties contemplate two channels for the conclusion of the
Chapter 11 cases:

     -- the debtor confirmation option, and
     -- the lender confirmation option.

If the agreed plan is confirmed pursuant to the debtor
confirmation option, the Security National parties will consummate
several refinancing transactions and deliver to Bank of America a
deficiency note, an Arkley guaranty and some net proceeds
covenants.

The refinancing transactions include:

   (a) A sale of the lots commonly referred to by the as the soup
       lots for no less than $1.8 million cash;

   (b) A refinancing of 28 properties, which involves loans
       sufficient to generate proceeds that are paid to Bank of
       America for no less than $124.8 million cash; and

   (c) A refinancing of the Alliance Bank Center, Hobby Lobby,
       Orchards Mall, Greenville Mall, and Heartland Mall
       properties, which involves a loan sufficient to generate
       proceeds that are paid to Bank of America no less than
       $24.8 million cash.

Security National completed the first of these transactions on
September 8, 2014, when they closed the soup lots sale for
$1,825,093. Net proceeds have been remitted to Bank of America.

As a necessary step to implementing the remaining refinancing
transactions, and pursuant to asset purchase agreements, Security
National want to convey their real estate properties to special
purpose entities that are held under common ownership with them.

In particular, as contemplated in the primary refinancing
transaction, entities affiliated with Colony Capital, LLC, will
make loans to 28 separate bankruptcy remote entities created
solely to acquire the 28 properties being refinanced. The Colony
debt will be secured by mortgages, deeds of trust and similar
security instruments on the 28 properties, as well as assignments
of rents and leases. Additional credit support includes guarantees
being provided by non-debtor affiliates Mr. Arkley and SNP
Holding.

Furthermore, as contemplated in the secondary refinancing
transaction, Calmwater Capital 3, LLC, will make a loan to Five
Properties Holding Company, LLC, a bankruptcy remote entity
created solely to acquire the five previously listed commercial
properties.  The Calmwater debt will be secured by mortgages,
deeds of trust and similar security instruments on the five
properties, as well as assignments of rents and leases.

Accordingly, Security National asks the Court to:

   (a) approve the terms of the asset purchase agreements;

   (b) allow them to sell, transfer and convey the acquired
       assets to acquirers pursuant to the APAs free and clear
       of agreed encumbrances; and

   (c) approve the assumption and assignment procedures and allow
       the assumption and assignment of assigned contracts and
       leases.

                        About Security National

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277)
on Oct. 13, 2011.  Judge Kevin Gross presides over the case.
Donna L. Culver, Esq., Robert J. Dehney, Esq., Justin K. Houser,
Esq., Andrew R. Remming, Esq., and Gregory W. Werkheiser, Esq., at
Morris, Nichols, Arsht & Tunnell, in Wilmington, Delaware, serve
as the Debtors' counsel.  GCG Inc. serves as the Debtors' claims
and notice agent.  The Debtors' scheduled assets total $24,758,433
while scheduled liabilities total $354,657,501.

The U.S. Trustee for Region 3 has been unable to form an official
committee of unsecured creditors.


SIGA TECHNOLOGIES: Can Use GECC Cash Collateral
-----------------------------------------------
Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York approved a stipulation between SIGA
Technologies, Inc., and General Electric Capital Corporation, in
its capacity as agent under a prepetition loan agreement, under
which the lender agrees to permit the Debtor use the cash
collateral securing its prepetition indebtedness.

The agreement provided SIGA a term loan of $5.0 million with a
fixed interest rate of 9.85% per annum and a revolving loan up to
$7.0 million with a variable interest rate.  The Debtors'
obligations under the agreement are secured by a first-priority
security interest in the collateral.  As of the Petition Date,
approximately $2.50 million in principal amount of the term loan
was outstanding and no principal amounts were borrowed or
outstanding against the revolving loan.

For and to the extent of any diminution in value of the Agent and
Lenders? interest in the Collateral or Cash Collateral resulting
from the Debtor?s use of the Cash Collateral, the Agent and
Lenders will receive adequate protection as follows:

   (a) The Debtor will continue to pay the Monthly Amortization
       Amount under the Term Loan.

   (b) The Debtor will pay all other fees, expenses and charges
       payable under the Agreement and other Loan Documents,
       payable as and when due pursuant to the Agreement;
       provided, however, the Unused Revolving Loan Commitment Fee
       will not be payable, as the Revolving Loan Commitment will
       be terminated and no longer available for future Revolving
       Loan advances.

   (c) The Debtor will pay $70,000 to Agent, no later than two
       Business Days after approval of the Stipulation and Order,
       in full satisfaction of all amounts payable under the
       Agreement for the termination of the Revolving Loan
       Commitment.

   (d) The Debtor will continue to pay, at the non-default rate
       provided for in the Agreement, interest under the Term Loan
       in accordance with the Agreement.

   (e) The Debtor, with the assistance of the Agent, will as soon
       as practicable open a new separate account and will at all
       times thereafter maintain a balance in the Account of no
       less than $4.0 million.  The Agent will have, by virtue of
       the Cash Collateral Order, a perfected first-priority lien
       and security interest in the Account.

   (f) The Debtor agrees, acknowledges, and stipulates that the
       Agent?s prepetition first-priority lien over the Collateral
       is valid, binding, properly perfected, unavoidable, and
       enforceable and the Debtor shall not challenge the validity
       of that lien.

   (g) The rights of the Parties are reserved as to whether
       interest at the Default Rate will be payable from the
       Petition Date forward, and if it is determined that it is
       payable, the amount, less the amount paid pursuant to
       paragraph 2(c) above, will be added to the Obligations.

   (h) The Debtor will provide Agent with all financial reports
       required by the Agreement and other Loan Documents.

                      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: Given Until Oct. 30 to File Schedules
--------------------------------------------------------
Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York extended until Oct. 30, 2014, the time by
which SIGA Technologies, Inc., must file its schedules of assets
and liabilities and statements of financial affairs.

                      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: Has Interim OK to Pay Critical Vendor Claims
---------------------------------------------------------------
Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York gave IGA Technologies, Inc., interim
authority to pay critical vendor claims provided that the critical
vendor claims do not exceed the aggregate amount of $75,000.

The hearing to consider approval of the request on a final basis
will be held on Oct. 15, 2014, at 10:30 a.m. (Eastern Time), and
objections must be received no later than Oct. 8.

                      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.


SPECIALTY PRODUCTS: RPM & NMBFil's Sec. 341 Meeting Set for Oct. 7
------------------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 cases of NMBFil, Inc. and
Republic Powdered Metals, Inc. on Oct. 7, 2014, at 10:00 a.m.

The meeting will be held at J. Caleb Boggs Federal Building &
Courthouse, 844 N. King Street, 5th Floor, Room 5209, Wilmington,
DE 19801.

The Chapter 11 cases of NMBFil and RPM are jointly administered
with the cases of Specialty Products Holding Corp. and Bondex
International, Inc.

                    About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., Zachary
I. Shapiro, Esq., Paul N. Heath, Esq., and Tyler D. Semmelman,
Esq., at Richards Layton & Finger, serve as co-counsel.  Logan and
Company is the Company's claims and notice agent.  The Company
estimated its assets and debts at $100 million to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.

Specialty Products Holding Corp, together with Bondex
International, Inc., are referred to as the Initial Debtors.

Counsel to the Official Committee of Asbestos PI Claimants are
Natalie D. Ramsey, Esq., and Mark A. Fink, Esq. of Montgomery,
Mccracken, Walker & Rhoads, LLP, in Wilmington Delaware, and Mark
B. Sheppard, Esq. of the firm's Philadelphia, Pennsylvania
division.

Counsel to the Future Claimants' Representative are James L.
Patton, Jr., Esq., Edwin J. Harron, Esq., Edmon Morton, Esq.,
Sharon Zieg, Esq., and Erin Edwards, Esq. of Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware.

Competing bankruptcy exit plans have been filed by the Initial
Debtors, on one hand, and the Official Committee of Unsecured
Creditors and the Future Claimants' Representative on the other.

The Debtors' First Amended Joint Plan of Reorganization and the
explanatory Disclosure Statement, dated Nov. 18, 2013, provides
for an asbestos trust to be established and funded with cash to
pay present and future asbestos-related claims.  The trust will be
funded by secured notes, issued by the Debtors and their ultimate
parent, RPM International Inc. ("International"), and the amounts
and terms of the notes will, with one exception, be determined by
the final outcome or settlement of the litigation that will
determine the asbestos claimants' rights in the chapter 11 cases.
The one exception is that the notes will provide for an aggregate
initial nonrefundable payment of $125 million to the asbestos
trust irrespective of the outcome of any litigation.  In short,
the Debtors and International have committed to pay to asbestos
claimants the maximum amount to which they are entitled based on
the applicable judgments or rulings in the litigation that will
determine the extent of the claimants' rights in the chapter 11
cases, and to make comparable payments to other similarly situated
creditors.

The PI Committee and the FCR's Third Amended Plan, filed Oct. 15,
2013, provides that: (i) SPHC will be separated from non-Debtor
direct or indirect parent Bondex International; (ii) Reorganized
SPHC will be managed and/or sold for the benefit of holders of all
Claims that are not paid in Cash, subordinated, cancelled or
otherwise treated pursuant to the Plan; (iii) all of SPHC's causes
of action will survive; (iv) Asbestos PI Trust Claims against SPHC
will be channeled to an Asbestos PI Trust; and (v) current SPHC
equity interests will be canceled, annulled, and extinguished.

On May 20, 2013, the Bankruptcy Court entered an order estimating
the amount of the Debtors' asbestos liabilities, and a related
memorandum opinion in support of the estimation order.  The
Bankruptcy Court estimated the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding at approximately $1.17 billion.  The estimation hearing
represents one step in the legal process in helping to determine
the amount of potential funding for a 524(g) asbestos trust.

On Aug. 31, 2014, Republic Powdered Metals, Inc., and affiliate
NMBFiL, Inc. -- the New Debtors -- sought Chapter 11 protection
(Bankr. D. Del. Case No. 14-12028).  The New Debtors are
indirect subsidiaries of Bondex International and affiliates of
the Initial Debtors.

Republic Powdered Metal is a leader in the roof coating and
restoration industry which provides exclusive products for roof
and wall restoration, including an extensive line of roof
coatings.

NMBFiL is formerly known as Bondo Corporation. It is a
manufacturer of auto body repair products for the automotive
aftermarket and various other professional and consumer
applications. In November 2007, NMBFiL sold substantially all of
its assets and no longer has business operation.

Republic estimated assets of $10 million to $50 million and debt
of less than $10 million as of the bankruptcy filing.

The New Debtors have been granted, on Sept. 3, 2014, joint
administration of their Chapter 11 cases for procedural purposes
only, with the chapter 11 cases of Specialty Products Holding
Corp. and Bondex International, Inc.


SUPER BUY FURNITURE: Panel Can Hire Ferraiuoli LLC as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Debtor Super Buy
Furniture, Inc. sought and obtained approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ counsel
Javier Vilarino and Ferraiuoli, LLC, as its legal counsel.

The Firm will, among other things, provide these services:

   (a) legal advice with respect to the Committee's duties,
       responsibilities, and powers in this case;

   (b) assistance in the Committee's investigation of the acts,
       conduct, assets, liabilities and financial condition of the
       Debtor; and

   (c) provide legal advice with respect to the Debtor's proposed
       plans of liquidating its assets, the Debtor's proposed
       plans with respect to prosecution of claims against various
       third parties, and any other matters relevant to the case,
       or to the formulation of a plan in the case.

The Firm's rates are:

    Professional                       Rates
    ------------                       -----
    Javier Vilari¤o Santiago, Esq.     $175/hr
    Firm associates                    $150/hr
    Paralegals                          $75/hr

                      About Super Buy Furniture

Cidra, Puerto Rico-based Super Buy Furniture, Inc., operator of
furniture stores throughout Puerto Rico under the business name of
"Casa Pitusa Muebles y Enseres", filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 14-05523) in Old San Juan, Puerto
Rico, on July 3, 2014.

The Company disclosed $18.2 million in assets and $26.8 million in
debt in its schedules.

The Company has tapped the firm O'Neill & Borges, in San Juan,
Puerto Rico, as counsel, and CPA Luis R. Carrasquillo & Co.,
P.S.C., as financial consultant.

The U.S. Trustee for Region 21 appointed seven creditors to serve
in the official committee of unsecured creditors in the case.


TELEXFREE LLC: Hearing Held on Greenberg & Alvarez Fees
-------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that a
bankruptcy judge in Worcester, Mass., was slated to hold a hearing
Tuesday, Sept. 23, to consider approval of professional fees for
TelexFree LLC's bankruptcy advisers, who have agreed to cut their
take by more than $1 million.

The report noted that, to head off objections from the U.S.
Securities and Exchange Commission, attorneys at Greenberg Traurig
and turnaround advisers at Alvarez & Marsal have agreed to slash
the amount they charged TelexFree in the early days of its Chapter
11 case.  In return for the agreed-to reductions -- which together
total $1.09 million -- TelexFree's court-appointed trustee and the
SEC won't object as the firms seek bankruptcy-court approval for
the fees.

The report said the SEC will ask a federal district judge to lift
an order freezing TelexFree's assets so the firms can collect
their fees.

WSJ reported that Greenberg has agreed to 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.


TELEXFREE LLC: Massachusetts Bank to Pay $3.5-Mil. to Investors
---------------------------------------------------------------
Tom Corrigan, writing for Daily Bankruptcy Review, reported that a
Massachusetts bank whose president is the brother of TelexFree LLC
co-owner James Merrill has agreed to pay $3.5 million into a fund
designated for victims of an alleged pyramid scheme.  According to
the report, the office of Massachusetts' Secretary of the
Commonwealth William Galvin, which oversees the enforcement of the
commonwealth's securities laws, alleges that the bank, Fidelity
Co-Operative Bank of Fitchburg, Mass., failed to properly vet
TelexFree's accounts and large transactions.

                         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.


THINKSTREAM INCORPORATED: Sent to Involuntary Chapter 11 by TSB
---------------------------------------------------------------
TSB Ventures, LLC, and several entities, asserting $9.33 million
in total claims on account of debentures and promissory notes
allegedly issued by Thinkstream Incorporated of Delaware or its
predecessor, filed an involuntary Chapter 11 petition for
Thinkstream (Bankr. M.D. La. Case No. 14-11204).

The case filed in Baton Rouge, Louisiana on Sept. 19, 2014, is
assigned to Judge Douglas D. Dodd.

TSB is represented by Brandon A. Brown, Esq., at Stewart Robbins &
Brown, LLC, in Baton Rouge, Louisiana.

Jose S. Casneco, manager of TSB Ventures, said in a court filing
that on Oct. 5, 2015, Thinkstream, Incorporated of Colorado,
authorized the issuance of certain 5% Debentures Due Oct. 15, 2010
in the principal amount of $4,000,000 to Commonwealth Advisors
Inc.  On Dec. 28, 2007, Commonwealth assigned all rights to the
Debentures to TSB.

According Mr. Casneco, upon information and belief, Thinkstream
Colorado was allegedly merged into the Debtor, Thinkstream
Delaware, by an act of merger dated on or about April 4, 2012.

As of Sept. 16, 2014, TSB's records show that Thinkstream owes TSB
the aggregate sum of $8,939,107, representing $6,858,678 in unpaid
principal and $2,080,429 in accrued, unpaid interest in connection
with the Debentures and two promissory notes.


TOWER GROUP: A.M. Best Withdraws 'C' Issuer Credit Rating
---------------------------------------------------------
A.M. Best Co., on Sept. 17, 2014, upgraded the financial strength
rating (FSR) to B- (Fair) from C (Weak) and the issuer credit
ratings (ICR) to "bb-" from "ccc" of the former members of the
Tower US Pool (Tower) and CastlePoint Reinsurance Company, Limited
(Castlepoint) (Bermuda).  In addition, A.M. Best has revised the
implications on the under review status for these ratings to
positive from developing.  All companies are headquartered in New
York, NY, unless otherwise specified.

Additionally, A.M. Best has withdrawn the ICR of "c" of the
intermediate holding company, Tower Group, Inc., and the debt
rating of "c" on the $150 million 5.00% senior unsecured
convertible notes due in 2014, reflective of the retirement of the
notes.  Furthermore, A.M. Best has withdrawn the ICR of "c" of the
ultimate holding company, Tower Group International, Ltd.

These rating actions follow the announcement that on Sept. 15,
2014, ACP Re Ltd. (ACP Re) (Bermuda) completed its acquisition of
Tower.  As a result of the merger, each share of Tower common
stock (other than shares owned by ACP Re, Tower or any subsidiary
of either ACP Re or Tower, as well as dissenting shares as to
which appraisal rights were properly exercised) was converted into
the right to receive $2.50 in cash, without interest, and Tower's
common shares will no longer be publicly traded.

The rating actions on Tower and Castlepoint reflect in part the
reduced financial strain due to the retiring of Tower Group,
Inc.'s senior convertible notes as part of the merger agreement
and the implicit and explicit support provided by ACP Re to these
entities at the close.  These ratings will remain under review
with positive implications pending further progress made on the
implementation of planned intercompany reinsurance contracts
between the former Tower US Pool members and ACP Re, and the
potential for further explicit support.

Concurrently, the FSR of A- (Excellent) and ICR of "a-" of ACP Re
remains under review with negative implications as A.M. Best
continues to assess the financial impact on ACP Re, including an
evaluation of Tower's legacy loss reserve position acquired as
part of the transaction.  These reserves are currently held in
Castlepoint, which assumed all loss reserves held by the former
Tower US Pool members through a loss portfolio transfer.

The FSR has been upgraded to B- (Fair) from C (Weak), the ICRs
have been upgraded to "bb-" from "ccc" and the implications on the
under review status have been revised to positive from developing
for the following pooled and reinsured members of the former Tower
US Pool:

    CastlePoint Insurance Company

    CastlePoint National Insurance Company

    Tower Insurance Company of New York

    Tower National Insurance Company

    Preserver Insurance Company

    North East Insurance Company

    Hermitage Insurance Company

    CastlePoint Florida Insurance Company

    York Insurance Company of Maine

    Massachusetts Homeland Insurance Company


TRIGEANT HOLDINGS: Has Interim DIP Loan Approval
------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida, West Palm Beach Division, gave
Trigeant Holdings, Ltd., and Trigeant Ltd., interim authority to
obtain postpetition financing from Gulf Coast Asphalt Company,
L.L.C., up to an aggregate principal amount of $400,000.

Gulf Coast has agreed to extend to the Debtors up to a principal
amount of $1,200,000, subject to final approval of the Court,
which loan accrues interest at 8.5% per annum, and from and after
the occurrence of an event of default interest increased by an
additional 2%.  The obligations under the DIP Facility mature on
the earlier of (i) Dec. 12, 2014, (ii) the termination of the Plan
Support Agreement, (iii) 30 days after the entry of the Interim
Order, if the entry of a final order approving the DIP Financing
has not occurred prior to the expiration of the period, or (iv)
the effective date of a confirmed Chapter 11 plan of
reorganization for any one or more of the Debtors.

A full-text copy of the Interim Order with Budget is available at
http://bankrupt.com/misc/TRIGEANTdipord0922.pdf

The Final Hearing will be held by this Court on October 8, 2014
at 2:00 p.m. (prevailing Eastern time).  Any party-in-interest
objecting to the relief sought at the Final Hearing must file an
objection no later than Oct. 6.


TRIKO LLC: Files for Chapter 11 to Stop Foreclosure
---------------------------------------------------
Triko, LLC, commenced Chapter 11 bankruptcy proceedings (Bankr.
C.D. Cal. Case No. 14-28008) in Los Angeles on Sept. 22, 2014, to
stop foreclosure of its property in Fullerton, California.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated $10 million to $50 million in total
assets and liabilities.  The formal schedules of assets and
liabilities and the statement of financial affairs are due Oct. 6,
2014.

The Debtor is owned and controlled by the Ko family.  The four
members are Deanna Ko, Fiona Ko, Landry Ko and Lingoi Ko.  They
have named Deanna Ko as managing member.

The owners have authorized Deanna to enter into negotiations and
transactions as are necessary to effectuate the sale of the
property and obtain the best possible price under the
circumstances.  Deanna is also authorized to enter into
negotiations and discussions with all creditors.  This includes
Raymond Group, LLC and East West Bank, who are attempting to
foreclose on the Company's real property located at 104, 120-174
North Raymond Avenue, Fullerton, California.

The Debtor has tapped Michael B. Reynolds and the law firm of
Snell & Wilmer L.L.P. as counsel.


TRIKO LLC: Case Summary & 10 Unsecured Creditors
------------------------------------------------
Debtor: Triko, LLC, a California limited liability company
        10642 Lower Azusa Road, Unit G
        El Monte, CA 91731

Case No.: 14-28008

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: September 22, 2014

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

Judge: Hon. Thomas B. Donovan

Debtor's Counsel: Michael B Reynolds, Esq.
                  SNELL & WILMER LLP
                  600 Anton Blvd Ste 1400
                  Costa Mesa, CA 92626
                  Tel: 714-427-7000
                  Email: mreynolds@swlaw.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Deanna Ko, managing member.

List of Debtor's 10 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
City of Fullerton                  Trade Debt           $249

Farmers Insurance                  Trade Debt           $155

CatsUSA Pest Control               Trade Debt           $194

Ching & Wu, LLP                    Contract Debt         $15

Southwest Patrol, Inc.             Trade Debt           $907

Ironstone Group                    Trade Debt         $1,084

Allied Insurance                   Trade Debt        $12,832

Moreno Bowling Group LLC           Guarantee of     $563,125
                                   Bank Loan

Mark S. Eisenberg                  Contract Debt

ABM Electrical & Lighting          Trade Debt
Solutions


TRINITY INDUSTRIES: Moody's Affirms Ba1 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed all debt ratings of Trinity
Industries, Inc., including the Ba1 Corporate Family Rating, and
changed the rating outlook to positive from stable. Moody's also
assigned a Ba1 (LGD4) rating to Trinity's new issue of $300
million of unsecured notes.

The proceeds of the new notes will be used initially to bolster
its cash reserves following the recent acquisition of Meyer Steel
Structures for about $600 million, which Trinity funded from cash.
Moody's anticipates that the company will continue to acquire
additional manufacturing companies to broaden the product
offerings in its construction products and energy equipment groups
to help reduce the still high concentration of its highly cyclical
rail manufacturing segment.

Ratings Rationale

The outlook change reflects Moody's belief that the combination of
steady, albeit modest economic growth and diversification of
product lines beyond the rail and barge manufacturing segments
should help mitigate some of the downward pressure on credit
metrics when the rail cycle turns. The growing fleet of leased
rail cars, whether owned or under management for third parties,
also adds some stability to cash flow as the lease fleet and
management / servicer fees expand.

Trinity's Ba1 Corporate Family Rating reflects Moody's expectation
of strong manufacturing profitability during the current period of
high railcar demand, along with steady cash flow from the
company's leasing segment. This should sustain operating
performance at recent levels that have taken most credit metrics
to levels that compare well with other companies with higher
ratings. Nevertheless, the rating considers the significant
historical volatility of demand for new railcars and the
constraints on free cash flow generation that leasing operations
typically experience during periods of strong demand.
Additionally, the credit benefits, specifically of reducing
volatility of reported results, of the budding diversification
strategy have yet to be validated. The industries that Trinity has
been investing in are also cyclical, although the cycles are not
quite as severe as for rail car orders. Moody's expects credit
metrics to remain at levels that map well against the company's
Ba1 rating over the next 12 to 24 months, with Debt to EBITDA
remaining below 3.0 times and EBIT to Interest above 5.0 times.

The majority of Trinity's debt has been related to its long-term
lease business while the manufacturing operations carry a modest
amount of debt, mitigating pressure from the cyclicality of the
manufacturing businesses. Trinity's leasing subsidiaries provide
relatively stable operational performance and cash flow, as well
as good matching of debt maturities against long-lived rail car
assets. The debt that is backed by rail cars, whether issued by
wholly-owned subsidiaries or partially-owned subsidiaries is
contractually non-recourse to Trinity. The leasing subsidiaries
maintain warehouse facilities and/or rely on the asset-backed
funding market to finance the contracted growth of their
portfolios. The Ba1 rating considers the company's good liquidity
with sufficient cash balances, and a long-term revolver with more
than $350 million of availability.

The ratings could be upgraded if Trinity executes on its strategic
objective prudently with cash deployed towards acquisitions in
adjacent sectors, while preserving a coherent group of
manufacturing companies and with moderate use of debt. Trinity's
ability to demonstrate financial flexibility and to limit pressure
on its credit metrics and liquidity as annual deliveries of rail
cars fluctuate with the economic cycle would be important
considerations for any potential upgrade. Debt to EBITDA that is
maintained below 3.2 times and EBIT to Interest coverage of at
least 5.0 times over the rail car cycle could lead to an upgrade.
Sustained free cash flow while rail car demand exceeds mid-cycle
levels and Retained Cash Flow to Debt in the mid-20% range would
also be important metrics.

The outlook could be returned to stable or the ratings lowered if
there is a deterioration in the quality of the leased assets
(terms of leases, structure, less desirable car types, or a lower
quality customer base), or if there is any disruption in the
funding structure of leasing operations that may put pressure on
liquidity. Ratings could also be lowered if negative free cash
flow results in an increasing use of debt and deterioration in the
company's liquidity condition. Sustained weakened credit metrics
such as Retained Cash Flow to Debt of less than 15%, or EBIT to
Interest below 2.5 times or Debt to EBITDA sustained in excess of
4.0 times during the mid-cycle for rail car demand could warrant
downward rating consideration.

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.

Trinity Industries, Inc., headquartered in Dallas, TX,
manufactures freight and tank railcars and provides leasing,
management and other railcar related services. In addition, the
company manufactures inland barges, energy equipment and highway
products, and is a producer of construction aggregates.

Trinity Industries, Inc.

Outlook Actions:

Outlook, Changed To Positive From Stable

Assignments:

Senior Unsecured Regular Bond/Debenture (Local Currency),
Assigned Ba1, LGD3, 41%

Affirmations:

Probability of Default Rating, Affirmed Ba1-PD

Corporate Family Rating (Local Currency), Affirmed Ba1

Subordinate Conv./Exch. Bond/Debenture (Local Currency) Jun 1,
2036, Affirmed Ba2

LGD Assessments: Subordinate Conv./Exch. Bond/Debenture (Local
Currency) Jun 1, 2036, to LGD5, 86 % from LGD5, 81 %


TRUMP ENTERTAINMENT: Ultimate Gaming Quits N.J. After Bankruptcy
----------------------------------------------------------------
Christopher Palmeri, writing for Bloomberg News, reported that
Ultimate Gaming, the first company to legally offer online poker
in the U.S., is quitting the New Jersey market following the
bankruptcy of Trump Taj Mahal, its land-based casino partner in
Atlantic City.  According to the report, Ultimate Gaming, a unit
of closely held Station Casinos LLC, has terminated its online
gaming agreement with the casino "due to multiple breaches" after
it filed for Chapter 11 protection.

                 About Trump Entertainment Resorts

Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to close the Trump Plaza by next week,
and, absent union concessions, the Taj Mahal by Nov. 13.

TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey.  TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13.

The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only.  Judge Kevin Gross presides
over the Chapter 11 cases.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.

TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.

The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan.  The
Debtors also have trade debt in the amount of $13.5 million.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E. Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serve as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Green Valley Ranch Gaming, LLC and thirty other affiliates of
Station Casinos Inc. sought bankruptcy protection under Chapter 11
protection on April 12, 2011.  First to file among the April 12
Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11-
51188).  The April 12 Debtors filed a prepackaged plan of
reorganization together with their Chapter 11 petitions to
reorganize debts and consummate the sale of the Green Valley Ranch
Resort, Spa & Casino to a group of buyers led by the Fertitta
family.

In Dec. 2011, the bankruptcy court in Nevada signed an order
granting Station Casinos and its debtor affiliates' request to
enter a final decree closing their Chapter 11 cases.


TRUMP ENTERTAINMENT: Proposes to Sell Gaming Equipment
------------------------------------------------------
Kelsey Butler, writing for The Deal, reported that Trump
Entertainment Resorts Inc. has filed a motion asking permission
from a bankruptcy court to sell Trump Plaza Hotel and Casino's
gaming equipment following the casino's closure.  According to the
report, Trump Entertainment proposed procedures governing the sale
of so-called de minimis assets, including slot machines,
furniture, supplies, fixtures and other personal property to cut
down on storage costs and raise funds for the estate.

                 About Trump Entertainment Resorts

Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to close the Trump Plaza by next week,
and, absent union concessions, the Taj Mahal by Nov. 13.

TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey.  TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13.

The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only.  Judge Kevin Gross presides
over the Chapter 11 cases.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.

TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.

The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan.  The
Debtors also have trade debt in the amount of $13.5 million.


TTM TECHNOLOGIES: S&P Puts 'BB' CCR on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB'
corporate credit rating on Costa Mesa, Calif.-based TTM
Technologies Inc., and its issue-level ratings on its senior
unsecured convertible notes and its shelf program, on CreditWatch
with negative implications.

"The CreditWatch listing follows TTM's announcement on Sept. 22,
2014 that it will acquire Viasystems' common equity for cash and
stock valued at almost $370 million," said Standard & Poor's
credit analyst Christian Frank.

TTM intends to issue a $1.3 billion credit facility to fund the
cash portion of the equity purchase, refinance debt at both
companies (including Viasystems' $600 million senior secured
notes, we believe), and provide liquidity for general corporate
purposes.  Pro forma for the acquisition, S&P estimates that
leverage would increase to the mid-4x area based on reported
results through June 30, 2014, up from actual leverage of 3.3x.
The transaction will require regulatory approvals in the U.S.,
including approvals related to the company's defense end market,
and in China.

S&P believes that the acquisition, which would roughly double
TTM's scale, would improve the company's diversity with the
addition of customers in the automotive end market and the
dilution of Apple as a percentage of total revenues, and it would
allow for some cost reductions and efficiencies in capital
spending.  The combined company's global PCB market share would be
roughly 5%, making it the second leading provider; however, the
industry remains highly fragmented, competitive, and cyclical, and
the company would continue to face wage inflation in China.

"We will monitor developments related to the proposed acquisition,
including required regulatory approvals, and resolve the
CreditWatch listing when more information regarding the
transaction and financing becomes available.  We could lower the
rating by one or two notches if TTM completes the transaction and
finances it as we expect.  If TTM does not complete the
acquisition, we will review our expectations for operating
performance and its financial risk profile before resolving the
CreditWatch," S&P said.


WARDE ELECTRIC: Appelbaum's Counterclaims Against US Dismissed
--------------------------------------------------------------
District Judge Richard L. Voorhees ruled on the United States'
Motion to Dismiss Counterclaims and to Strike Defenses 1, 2, 4, 6,
7, and 9, in its case against Eric Appelbaum.

Eric Appelbaum opposed the Motion.

The government instituted the action alleging that Warde Electric
Contracting, Inc. did not properly collect, account, or pay over
Federal withholding and Federal Insurance Contribution Act
("FICA)" taxes.  The United States seeks to recover these taxes
from Eric Appelbaum individually pursuant to 26 U.S.C. Sec. 6672.
The United States alleges that it is entitled to recover the
amount of the assessments made on April 10, 2013 and accrued
interests and costs.  The Defendant denies he is the responsible
party and that he is liable.  The Defendant has asserted two
counterclaims and nine defenses.

While the Defendant was originally appearing pro se, he has been
represented by counsel since May 9, 2014.

In his ruling, Judge Voorhees held that:

     (1) The United States' Motion to Dismiss Defendant's
Counterclaims is granted;

     (2) The Counterclaims are dismissed without prejudice;

     (3) The United States' Motion to Strike Defendant's First and
Second Defenses is granted;

     (4) The United States' Motion to Strike Defendant's Fourth
and Sixth Defenses is denied in part and granted in part;

     (5) The United States' Motion to Strike Defendant's Seventh
and Ninth Defenses is denied.

The case is, UNITED STATES OF AMERICA, Plaintiffs, v. ERIC
APPELBAUM, Defendant, CIVIL ACTION NO. 5:12-CV-00186 (W.D. N.C.).

A copy of the Court's September 19, 2014 Order is available at
http://is.gd/8RVpX3from Leagle.com.

The United States of America is represented by Melissa Dickey,
United States Department of Justice.

Eric Appelbaum is represented by:

     William R. Terpening, Esq.
     NEXSEN PRUET, PLLC
     #1550 227 West Trade St.
     Charlotte, NC 28202
     Tel: 704-338-5358
     E-mail: wterpening@nexsenpruet.com


WIZARD WORLD: Extends CEO's Employment Until 2018
-------------------------------------------------
Wizard World, Inc., on Sept. 16, 2014, entered into an amended and
restated employment agreement with John Macaluso pursuant to which
Mr. Macaluso will continue to serve as the Company's president and
chief executive officer.

The initial term of the Employment Agreement will commence on
Sept. 16, 2014, and will expire on March 18, 2018.  The Initial
Term will be automatically extended for additional terms of one
(1) year each, unless either the Company or Macaluso gives prior
written notice of non-renewal to the other party no later than 60
days prior to the expiration of the then current Term.

During the Term, the Company will pay Macaluso a base salary of
$41,666.67 per month.  In addition, subject to the terms and
conditions of the Employment Agreement, Mr. Macaluso will receive
an annual bonus of equal to the following, calculated
cumulatively:

   (i) when the Company achieves annual Adjusted EBITDA (as
       defined in the Employment Agreement) of between $1.00 and
       $1,000,000, Macaluso will receive a cash bonus of 30% of
       such annual Adjusted EBITDA;

  (ii) when the Company achieves annual Adjusted EBITDA of between
       $1,000,001 and $2,000,000, Macaluso will receive an
       additional cash bonus of 20% of such annual Adjusted EBITDA
       which exceeds $1,000,000; and

(iii) when the Company achieves annual Adjusted EBITDA greater
       than $2,000,000, Mr. Macaluso will receive an additional
       cash bonus of 10% of such annual Adjusted EBITDA which
       exceeds $2,000,000.  Mr. Macaluso will also be entitled to
       a monthly car allowance of $1,200.

Furthermore, the Company granted to Macaluso 2,700,000 options to
purchase shares of the Company's common stock, par value $0.0001
per share.  The Options will vest as follows: (i) 900,000 of the
Options will vest will vest quarterly over the period beginning on
March 19, 2015 and ending March 18, 2016, at an exercise price of
$1.00 per share; (ii) 900,000 of the Options shall vest quarterly
over the period beginning on March 19, 2016, and ending March 18,
2017, at an exercise price of $1.25 per share; and (iii) 900,000
of the Options which will vest quarterly over the period beginning
on March 18, 2017, and ending March 18, 2018, at an exercise price
of $1.50 per share.

Non-Compete Agreement

In conjunction with the Employment Agreement, Mr. Macaluso entered
into a non-compete, non-solicitation and non-disclosure Agreement,
dated Sept. 16, 2014, with the Company.  Under the Non-Compete
Agreement, Mr. Macaluso must keep the Company's confidential and
proprietary information confidential and is prohibited from
inducing or attempting to induce any employee of the Company from
terminating his or her employment with the Company, and soliciting
the business of any client or customer of the Company, during the
period commencing on the Commencement Date and ending on the
termination of Macaluso's employment with the Company for any
reason. Further, Macaluso is prohibited from engaging in a venture
or business substantially similar to that of the Company or that
is in direct or indirect competition with the Company in the
United States during the period commencing on the Commencement
Date and ending on the termination of Macaluso's employment with
the Company for any reason.

                        About Wizard World

Based in New York, N.Y., Wizard World, Inc., is a producer of pop
culture and multimedia conventions ("Comic Cons") across North
America that markets movies, TV shows, video games, technology,
toys, social networking/gaming platforms, comic books and graphic
novels.  These Comic Cons provide sales, marketing, promotions,
public relations, advertising and sponsorship opportunities for
entertainment companies, toy companies, gaming companies,
publishing companies, marketers, corporate sponsors and retailers.

Wizard World incurred a net loss attributable to common
stockholders of $3.88 million in 2013, a net loss attributable to
common stockholders of $3.13 million in 2012 and a net loss of
$2.01 million in 2011.

As of June 30, 2014, the Company had $6.91 million in total
assets, $2.79 million in total liabilities and $4.11 million in
total stockholders' equity.


* LoPucki & Doherty Paper Shows Del., SDNY Preferred Destination
----------------------------------------------------------------
Maureen Milford, writing for The News Journal, reported that new
research shows that companies that file for Chapter 11 bankruptcy
in Delaware -- and its close competitor district, the Manhattan
Division of the Southern District of New York -- are significantly
more likely to survive, according to an article by two UCLA School
of Law professors that will be published in the UCLA Law Review
next year.

"These two courts are the principal destination for forum shopping
by large, public companies," professors Lynn LoPucki and Joseph
Doherty write.

According to the report, the paper by professors Lynn LoPucki and
Joseph Doherty state that a better chance of saving jobs, paying
creditors and protecting shareholders could explain why bankruptcy
lawyers and lenders to bankrupt companies might choose Delaware
and New York over other districts.

According to the report, professors LoPucki and Doherty write that
the one variable that they could identify that determines
Delaware's and New York's edge is the experience of judges
handling the cases.

The report relates that David Bird, clerk of Delaware's bankruptcy
district, isn't surprised by the findings because since 1989, the
Wilmington court has built a reputation for its level of
experience and consistency in handling big Chapter 11 cases.

"I often refer to us as the emergency room for business. And when
you go to get medical treatment, you go to a place you have
confidence in -- and have a chance for success," Bird said.

The report also noted that bankruptcy means money to the economy
in Wilmington.  Mr. Bird explained that a corporation or an entity
in the Delaware bankruptcy court has to be represented by legal
counsel. The Delaware court's procedures provide that anyone who
appears on behalf of company has to be member of a Delaware bar or
be admitted pro hoc vice -- or for the particular occasion. This
assures that anyone who comes before the court is familiar with
Delaware procedures.

The report also related that former U.S. District Court Judge
Joseph J. Farnan said the bankruptcy filings "fuels Wilmington and
state economy, no question."


* Joseph Palmore Join MoFo as Appellate Practice Co-Chair
---------------------------------------------------------
Morrison & Foerster on Sept. 22 disclosed that Joseph R. Palmore,
a former Assistant to the Solicitor General at the United States
Department of Justice and former Deputy General Counsel of the
Federal Communications Commission, has joined the firm as a
partner and will co-chair its nationwide Appellate and Supreme
Court Practice with Deanne Maynard.  Both Mr. Palmore and Ms.
Maynard are recent veterans of the Solicitor General's office,
giving MoFo broad and deep expertise in successfully advocating
before appellate courts.

MoFo's Supreme Court and appellate lawyers have represented
clients in a host of high-profile appeals throughout the country.
Recent appellate victories include a closely watched bankruptcy
case in the Supreme Court of the United States in RadLAX Gateway
Hotel LLC v. Amalgamated Bank; a Ninth Circuit win for JPMorgan
Chase beating back putative class action antitrust claims; and
multiple patent and other intellectual property victories for
clients with household names like Yahoo!

"During the past decade, our appellate lawyers have distinguished
themselves at the U.S. Supreme Court, while also expanding MoFo's
presence in the federal courts of appeals.  We already have an
exceptional group of appellate lawyers handling our clients' most
important appeals.  Joe's addition presents a unique opportunity
to immediately and significantly expand our appellate footprint,"
Morrison & Foerster Chairman Larren M. Nashelsky said.

In his nearly five years as an Assistant to the Solicitor General,
Mr. Palmore argued 10 cases before the U.S. Supreme Court and
served as principal author of more than 150 briefs in the Supreme
Court.

"We are excited to continue to expand our appellate practice with
an incredibly talented lawyer like Joe.  He comes from a very
elite group of appellate practitioners; not many lawyers in
private practice have 10 or more Supreme Court arguments," said
Ms. Maynard.  "Joe's addition significantly scales up our
appellate and regulatory litigation offerings. Joe's experience,
particularly in administrative law, will be immensely valuable to
our clients navigating difficult regulatory issues," she said.

Mr. Palmore's appellate advocacy has received notable praise.
Mr. Palmore was described in The New York Times as a Supreme Court
advocate who demonstrates "the kind of composure that [now Chief
Justice] John Roberts was praised for when he was in [the
Solicitor General's] office."  Mr. Palmore had principal
responsibility for briefing the constitutionality of the
Affordable Care Act's minimum coverage provision, which was upheld
in the Supreme Court's landmark decision in NFIB v. Sebelius.
Mr. Palmore's oral argument on the preemptive scope of the
Comprehensive Environmental Response, Compensation and Liability
Act (CERCLA) in CTS Corp. v. Waldburger was described in The
National Law Journal as "brilliant" and a "template for anyone
arguing a statutory case before these nine justices in the
future."

"MoFo has a thriving appellate practice with extraordinarily
talented lawyers, and I look forward to leading the group with
Deanne and continuing its expansion," Mr. Palmore said.  "The
firm's commitment to collaborative, client-focused results and its
broad litigation platform are truly impressive."

Before joining the Department of Justice, Mr. Palmore spent three
years as Deputy General Counsel at the Federal Communications
Commission, where he oversaw all litigation involving
constitutional, statutory, and administrative-law challenges to
agency actions and argued 10 cases in the federal courts of
appeals.  His FCC experience includes virtually all aspects of
communications regulation, including broadcast, cable, wireless,
wireline, and Internet.  In addition, he provided counsel to FCC
officials on matters likely to result in litigation.

"Joe's experience at the FCC is a tremendous value to our
telecommunications clients," said Kenneth Siegel, the leader of
Morrison & Foerster's Tokyo M&A team, who regularly represents
global communications company SoftBank in its corporate matters.
"His insight into the rulemaking process, and appellate
experience, is a terrific asset."

During his tenure in the Solicitor General's office, Mr. Palmore
was awarded the Attorney General's Award for Exceptional Service
for his defense of the Affordable Care Act and the Environmental
Protection Agency General Counsel's medal for his successful
defense of the EPA's interstate air pollution rules in EPA v. EME
Homer City Generation.  He clerked for the Hon. Ruth Bader
Ginsburg of the Supreme Court of the United States, the Hon. John
Gleeson of the U.S. District Court for the Eastern District of New
York, and the Hon. Dennis Jacobs of the U.S. Court of Appeals for
the Second Circuit in New York. Mr. Palmore earned his J.D. from
the University of Virginia School of Law, his M.A. in legal
history from the University of Virginia, and his A.B. from Harvard
University.

Mr. Nashelsky added, "Mr. Palmore is the latest in a series of
high-profile partners out of government who recently have joined
our D.C. office, which is one of our critical markets for
expansion."  These include Chuck Duross, the leader of the firm's
global anti-corruption practice and former head of DOJ's FCPA
Unit; Marty Dunn, a Corporate Finance partner and 20-year veteran
of the U.S. Securities and Exchange Commission; Lynn Levine,
former director of the U.S. International Trade Commission's (ITC)
Office of Unfair Import Investigations; and Steve Kaufmann, a
litigator and former Obama appointee to the chief of staff
position at the Millennium Challenge Corporation.

                             About MoFo

Morrison & Foerster is a global firm of exceptional credentials.
The firm's clients include some of the largest financial
institutions, investment banks, Fortune 100, technology and life
sciences companies.  It has been included on The American Lawyer's
A-List for 10 straight years and the Financial Times named the
firm number six on its list of the 40 most innovative firms in the
United States.  Chambers USA has honored the firm with the only
2014 Corporate/M&A Client Service Award, as well as naming it both
the 2013 Intellectual Property and Bankruptcy Firm of the Year.


* Kirk Burkley Named Managing Partner at Bernstein-Burkley
----------------------------------------------------------
Bernstein-Burkley, P.C. on Sept. 22 disclosed that Kirk B. Burkley
has been named a managing partner with the Pittsburgh-based firm.
Mr. Burkley will co-manage the growing firm with Robert Bernstein,
who has held the role of managing partner for more than 20 years.

"Kirk has become a significant force at the firm, and we are
delighted to welcome him into the role of co-managing partner.  We
have a strong management team in place and we are confident that
Kirk's skill set and knowledge of the firm will play a key role in
the continued success of Bernstein-Burkley, P.C.," said
Robert Bernstein.  "Since Kirk joined our firm in 2002, we have
nearly doubled in size, while continuing to expand and improve the
services we offer our clients."

As the supervising partner of the firm's Bankruptcy and
Restructuring practice, Mr. Burkley has extensive experience in
representing secured and unsecured creditors in bankruptcy,
financial restructuring and workout situations, including the
representation of numerous unsecured creditors' committees,
equipment lessors, financial institutions and commercial
landlords.  He has also represented owners, contractors and
subcontractors in construction disputes and regularly advises
developers and lenders on large real estate transactions.
Additionally, Mr. Burkley has developed unique experience in many
facets of shareholder litigation in different industries.

Commenting on his appointment as co-managing partner, Mr. Burkley
says "I'm thrilled to step into this new role.  It is a big
responsibility, but this is a great firm with excellent attorneys
and a dedicated support staff.  My focus is to continuously
improve the core practices that the firm's success has been built
on -- Creditors' Rights, Bankruptcy and Business Law -- while
growing newer practice areas, such as Real Estate and Oil, Gas and
Energy.  We will still deliver the high-quality legal service that
our clients expect, while maintaining the reasonable rates that
they deserve."

Bernstein-Burkley P.C. has cultivated a reputation for excellence
for more than 45 years in the Pittsburgh business community.
Bernstein-Burkley P.C.'s core purpose is to create partnerships
that provide clients with peace of mind through expert advice and
zealous representation.


                             *********

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 ***