TCR_Public/140926.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, September 26, 2014, Vol. 18, No. 268

                            Headlines

AERCAP HOLDINGS: Fitch Assigns 'BB+' Rating on $800MM Sr. Notes
AEROFLEX INC: S&P Withdraws 'B+' CCR Following Acquisition
AMERICAN AIRLINES: Fitch Assigns 'BB+' Rating on $1.15BB Loans
AMERICAN AIRLINES: Moody's Assigns Ba2 Rating on New $1.15BB Debt
AMERICAN AIRLINES: S&P Assigns 'BB-' Rating on New $1.15BB Debt

ARCHDIOCESE OF MILWAUKEE: No Settlement Reached From Mediation
ARTS BLOCK: Bankruptcy Filing Moves Foreclosure Sale to Dec. 2
ARUNA CHOPRA: Trial Date in Fraud Suit Moved to April 2015
ASSOCIATED WHOLESALERS: Gets OK to Pay $1.7MM in Cigarette Taxes
ASHER INVESTMENT: Files Plan to Exit Chapter 11 Protection

BALL CORP: S&P Affirms 'BB+' CCR; Outlook Stable
BRAZOS PRESBYTERIAN: Fitch Affirms 'BB+' Rating on 2013A&B Bonds
BURGER KING: Fitch Lowers IDR to 'B' & Withdraws Rating
CAPITAL CITY DEVELOPERS: Case Summary & Unsecured Creditor
CARRIBBEAN PETROLEUM: 3rd Circ. Affirms Claim Distribution Orders

CHC GROUP: Posts $34.32-Mil. Net Loss for July 31 Quarter
CHESTER DOWNS: Moody's Affirms B3 Corporate Family Rating
CHUZA OIL: Case Summary & 20 Largest Unsecured Creditors
DAL PARTNERS: Case Summary & 6 Largest Unsecured Creditors
DELTA PRODUCE: District Judge Vacates PACA Counsel Fee Order

DETROIT, MI: Board Approves $450 Million in Hockey Arena Bonds
DIOCESE OF STOCKTON: Additional Claims Filed
DREIER LLP: Marc Dreier Pens Legal Plea From Prison
DYNAVOX INC: Has Until Oct. 3 to File Chapter 11 Plan
ENERGY FUTURE: Wants More Time to Remove Titus Action

EVERYWARE GLOBAL: Alvarez & Marsal Director Named Interim CFO
EXTENDED STAY: Willkie Farr Again Escapes Suit Over $100M Loss
FERRO CORPORATION: Vetriceramici Deal No Impact on Ba3 Rating
FIAT CHRYSLER: Recalls 350,000 Cars Over Ignition Switch
FIELD FAMILY: Hearing on Bid to Use Cash Collateral Cancelled

FIRED UP: Oct. 2 Hearing on Bid to Amend July 7 Sale Order
FIRST INDUSTRIAL: Fitch Raises IDR to 'BBB-' From 'BB+'
FIRST MARBLEHEAD: Has $37.57-Mil. Net Loss for FY Ended June 30
FREEDOM INDUSTRIES: Judge Directs Co. to Complete Spill Cleanup
FREEDOM INDUSTRIES: Okayed to Expand Arcadis Services

FREEDOM INDUSTRIES: Court Denies Bid for Exclusivity Extensions
GLOBAL COMPUTER: Gets Approval to Sell Assets to Gov't for $23.5MM
GRATON ECONOMIC: Moody's Assigns B2 Rating on New Secured Debt
GRATON ECONOMIC: S&P Affirms 'B+' ICR; Outlook Stable
GREAT NORTHERN: Files Own Ch.7; Also Faces Involuntary Case

HAPPY WAVE: Voluntary Chapter 11 Case Summary
HDGM ADVISORY: Court Denied Bid to Convert to Chapter 7 Cases
HDGM ADVISORY: Court Refused to Appoint Chapter 11 Trustee
HDGM ADVISORY: KFH Motion for Appointment of Examiner Granted
HDGM ADVISORY: May File Disclosure Statement Until October 2

HILTON WORLDWIDE: Moody's Affirms B1 Corporate Family Rating
HOVNANIAN ENTERPRISES: Gets OK to Amend 2nd Lien Notes Indenture
IHEARTCOMMUNICATIONS INC: Inks Purchase Pact with Morgan Stanley
INDEX RECOVERY: Wants to Shorten Claim Bar Date to Nov. 28
IVANHOE RANCH: Hearing on Case Conversion Continued to Oct. 24

IVANHOE RANCH: Case Status Conference Moved to Nov. 6
KID BRANDS: Sale of Kids Line and CoCalo to TG Valentine Okayed
KID BRANDS: Settlement with Chapter 7 Trustee, et al., Approved
LDK SOLAR: Incurs $151.6-Mil. Loss for Six Months Ended June 30
LDR INDUSTRIES: Court Extends Schedules Filing Deadline to Oct. 3

LINDSAY GENERAL: Court Allows Use of Eastside Cash Collateral
LOS GATOS: Okayed to Use GCCFC's Cash Collateral Until Dec. 31
LOS GATOS: Eastdil's Employment Extended Until Dec. 31
LONG BEACH MEDICAL: Seeks to Employ Keightley as Special Counsel
LPATH INC: Hal Mintz Reports 9.9% Equity Stake

MANLEY CONSTRUCTION: Bricklayers Funds Win Default Judgment
MEMPHIS BELL: Case Summary & 23 Largest Unsecured Creditors
METRO-GOLDWYN MAYER: Investment Won't Impact on Moody's Ba2 CFR
MIG LLC: Creditors Committee Taps Cole Schotz as Delaware Counsel
MINT LEASING: Acquires ICFG for 62.6 Million Common Shares

MOMENTIVE PERFORMANCE: Arent Fox Discusses Make-Whole Provisions
MPG HOLDCO: Moody's Assigns B1 Corporate Family Rating
MUNIRE FURNITURE: Sister Company Closed, May Also Seek Bankruptcy
NATCHEZ REGIONAL: Files Schedules of Assets and Liabilities
NATCHEZ REGIONAL: Sept. 29 Hearing on Confirmation of Plan

NATCHEZ REGIONAL: No Competing Offers vs. Stalking Horse Bid
NAUTILUS HOLDINGS: Oct. 31 Set as General Claims Bar Date
NAUTILUS HOLDINGS: 5th Int. Order Grants Cash Use 'Til Sept. 26
NAUTILUS HOLDINGS: Seeks OK of Restructuring Support Agreement
NEW BERN RIVERFRONT: Court Rejects Hamlin's Summary Judgment Bid

NEW BERN RIVERFRONT: Suit v. National Erector's Goes to Trial
NEW LOUISIANA: Court Approves Baker Donelson as Local Counsel
NORTEK INC: S&P Affirms 'B' CCR; Outlook Stable
OHCMC-OSWEGO: Modified Liquidation Plan Obtains Yes Votes
OMNICOMM SYSTEMS: Files Amendment for FY Ended Dec. 31 Report

OMNICOMM SYSTEMS: Amends First Quarter 2014 Report
OVERLAND STORAGE: Incurs $7.4 Million Net Loss in Fourth Quarter
PEREGRINE PHARMACEUTICALS: Has $13-Mil. Loss in July 31 Quarter
PHOENIX PAYMENT: Panel Hires White and Williams as Co-Counsel
PHOENIX PAYMENT: Panel Hires Lowenstein Sandler as Counsel

PHOENIX PAYMENT: Panel Taps Lowenstein Sandler as Consultant
PLAY TIME VENTURES: Case Summary & 20 Top Unsecured Creditors
PROSPECT PARK: Creditors Slam Chapter 11 Plan
QUANTUM FOODS: Asks Court to Establish Claims Bar Dates
QUINTILES TRANSNATIONAL: Moody's Affirms Ba3 Corp. Family Rating

REVEL AC: Revised Bidding Rules OK'd; Sale Hearing Sept. 30
REVEL AC: Seeks to Tap Cooper Levenson as Special Counsel
REVEL AC: Deadline to Remove Actions Extended to January 2015
REVEL AC: Seeks More Time to Decide on Unexpired Leases
RIVER-BLUFF: Oct. 7 Hearing on Adequacy of Plan Disclosures

RIVER-BLUFF: Hearing on Cash Collateral Continued Until Oct. 7
ROBERT G. MULLENDORE: Can't Employ Broker Post-Confirmation
ROSEVILLE SENIOR LIVING: CapitalSource Wants End of Cash Use
SAGE AUTOMOTIVE: Moody's Assigns B2 Corporate Family Rating
SAMCHULLY MIDSTREAM: Moody's Assigns B1 Corporate Family Rating

SAMCHULLY MIDSTREAM: S&P Assigns 'B' CCR & Rates $300MM Loan 'B'
SCOTTSDALE VENETIAN: Signs Deal to Resolve FNB's Plan Objection
SEARS METHODIST: Ombudsman Has Access to Confidential Information
SEARS METHODIST: STMRC Gets Final Nod to Use $3MM Invesco Loan
SGK VENTURES: Judge Confirms Chapter 11 Plan of Liquidation

SHAHZADA KHAN: Calascibetta Appointed Ch. 11 Bankruptcy Trustee
SIFCO SA: Hearing on Brazilian Proceeding Adjourned to Oct. 22
SOLAR POWER: To Issue 41.2MM Shares to Home Value, et al.
SOUND SHORE: Confirmation Hearing on Liquidating Plan on Nov. 3
STOCKTON, CA: Moody's Affirms Ba1 Rating on Water & Sewer Debts

TENET HEALTHCARE: Fitch Assigns 'B-' Rating on $500MM Sr. Notes
TENET HEALTHCARE: Moody's Assigns B3 Rating on $500MM Sr. Notes
TENET HEALTHCARE: S&P Assigns 'CCC+' Rating on $500MM Sr. Notes
TOYS R US: Incurs $147-Mil. Net Loss in Aug. 2 Quarter
TPF II POWER: Moody's Affirms B1 Rating on $1.6MM Sr. Term Loan

TPF II POWER: S&P Affirms Prelim. 'BB-' Rating on $1.69BB Facility
TRUMP ENTERTAINMENT: Carl Icahn Rakes in His Winnings in Ch. 11
TRIGEANT LTD: Seeks to Employ Berger Singerman as Counsel
TRIGEANT LTD: Wants Court to Set Oct. 17 Claims Bar Date
TRIGEANT LTD: Court Issues Joint Administration Order

TRUMP ENTERTAINMENT: US Trustee Appoints Creditors' Committee
TRUMP ENTERTAINMENT: US Trustee to Hold Creditors Meeting Oct. 16
VISION INDUSTRIES: Files for Ch. 11 After Shares Hike Fails
VISION INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
WALK-IN DENTAL: Case Summary & 14 Unsecured Creditors

WEST HILLS PARK: Home Depot Not Liable, 5th Circuit Says
WESTERN CAPITAL: Hearing on Plan Modifications Set for Nov. 6
WORLDSPACE INC: Unit's Former Exec Loses Ch. 7 Row Over Back Pay
WPCS INTERNATIONAL: Incurs $2.2 Million Net Loss in July 31 Qtr.
XHIBIT CORP: Reports $174-Mil. Net Loss in FY Ended Dec. 31

XHIBIT CORP: Amends June 30 Quarter Report
YMCA OF MILWAUKEE: Hearing Next Week to Approve Bids for 4 Centers
YRC WORLDWIDE: Carlyle Group No Longer a Shareholder

* Benign Global Default Conditions Endure in 2014, Fitch Says
* House Committee to Examine Recent Bank Settlements
* Payday Lenders Took Cash from Consumers Who Weren't Customers
* Sen. Warren Vows to Keep Pushing for Blocked Student Loan Bill
* Virginia Sues 13 Big Banks, Claiming Mortgage Securities Fraud

* BOOK REVIEW: Risk, Uncertainty and Profit


                             *********


AERCAP HOLDINGS: Fitch Assigns 'BB+' Rating on $800MM Sr. Notes
---------------------------------------------------------------
Fitch Ratings expects to assign a rating of 'BB+' to the proposed
$800 million senior unsecured notes to be issued by subsidiaries
of AerCap Holdings NV (AerCap; Issuer Default Rating [IDR] of
'BB+'/ Outlook Stable).  The proposed debt is being co-issued by
AerCap Ireland Capital Limited (Irish Issuer) and AerCap Global
Aviation Trust (Delaware Issuer), both wholly owned subsidiaries
of AerCap, and will benefit from a full and unconditional, joint
and several guaranty of the parent company and various other
subsidiaries.

KEY RATING DRIVERS

Fitch does not expect the proposed debt issuance to have a
material impact on AerCap's leverage or any other key credit
metrics.  The proceeds will be used for general corporate
purposes, including acquisition of aircraft and repayment of
existing debt maturities.  Fitch believes this issuance is in line
with AerCap's long-term funding strategy, which includes a
significant component of unsecured debt that is accompanied by a
large pool of unencumbered aircraft.

The equalization of the unsecured debt ratings with AerCap's IDR
reflects the high proportion of unsecured indebtedness, as well as
strong unencumbered asset coverage of unsecured debt.  The
acquisition of ILFC has significantly expanded AerCap's access to
unsecured funding, which now represents approximately 52% of total
debt (including hybrid debt).  Furthermore, AerCap has acquired a
large pool of unencumbered aircraft, which should provide support
to unsecured creditors going forward.

AerCap's IDR is supported by the expanded scale of the company's
franchise, robust funding and liquidity profile, and strong
management team.  The ratings are constrained by elevated balance
sheet leverage, execution and integration risk associated with the
recent acquisition of ILFC, recent change in strategic direction
and the increased fleet age.  AerCap maintains a conservative
capital policy with a targeted net debt-to-equity ratio (as
reported) of approximately 3.0x.  Fitch believes the combined
business offers fairly good visibility into future earnings and
operating cash flows, which underpins the company's de-leveraging
plan.

Fitch believes that the best measure of financial leverage for the
combined company is tangible debt-to-tangible equity.  This
measure adjusts for certain accounting assets and liabilities that
have been created as a result of purchase accounting, and is more
reflective of the economic value of the balance sheet than the
reported debt-to-equity ratio.  Some of the adjustments include
fair value adjustment to ILFC's debt, fair value of the order
book, and the lease premium.  According to Fitch's estimates, the
tangible debt-to-tangible equity ratio was 4.3x as of June 30,
2014, higher than the reported adjusted net leverage figure of
3.7x (or 4.0x gross of cash and equivalents).  However, the two
measures are expected to continue to converge as the purchase
accounting adjustments get accreted over time.

RATING SENSITIVITIES

Fitch believes positive rating momentum is possible over the
longer term as AerCap continues to execute on the plan outlined at
the time of the ILFC acquisition.  More specifically, successful
integration of ILFC's fleet and staff, a reduction of balance
sheet leverage as outlined by the company, maintenance of robust
liquidity, and improvement in the fleet profile are viewed as
positive rating drivers.  Fitch will also assess AerCap's ability
to effectively manage the average age and composition of its
fleet.  Positive rating momentum could stall if AerCap runs into
any meaningful integration issues, if dividends or share
repurchase activity are instituted before deleveraging plans are
completed, or if there is a material downturn in the aviation
sector, which negatively impacts its business.

Downside risks to AerCap's ratings will be elevated until the
acquisition is fully integrated and leverage is further reduced.
Negative rating actions could result from significant integration
issues, loss of key airline relationships, deterioration in
financial performance and/or operating cash flows, higher than
expected repossession activity and/or difficulty re-leasing
aircraft at economical rates.  Longer term, aggressive capital
management, a reduction in available liquidity or inability to
maintain or improve the fleet profile could also lead to negative
rating pressure.

AerCap is a leading global aircraft lessor, headquartered in
Netherlands, with total assets of $43.9 billion as of June 30,
2014.  As of this date, the company had an aggregate fleet of
1,295 aircraft (owned and managed) and an additional 350 aircraft
on order through 2022.

Fitch expects to assign these ratings:

AerCap Ireland Capital Limited
AerCap Global Aviation Trust

   -- Senior unsecured debt at 'BB+(EXP)'.
Fitch currently rates AerCap and its related subsidiaries as
follows:

AerCap Holdings N.V.

   -- Long-term IDR at 'BB+'; Outlook Stable.

AerCap Ireland Capital Limited
AerCap Global Aviation Trust

AerCap Aviation Solutions B.V.

   -- Senior unsecured debt rating 'BB+'.

International Lease Finance Corp.

   -- Long-term IDR at 'BB+', Outlook Stable;
   -- $3.9 billion senior secured notes at 'BBB-';
   -- Senior unsecured debt at 'BB+';
   -- Preferred stock at 'B+'.

Flying Fortress Inc.

Delos Finance SARL

   -- Senior secured debt at 'BB+'.

ILFC E-Capital Trust I

ILFC E-Capital Trust II

   -- Preferred stock at 'B+'.

Various Operating Subsidiaries of AerCap

   -- Senior secured bank debt at 'BBB-'.


AEROFLEX INC: S&P Withdraws 'B+' CCR Following Acquisition
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew the ratings on
Aeroflex Inc., including the 'B+' corporate credit rating.

On Sept. 15, 2014, Cobham PLC announced that it had completed its
acquisition of Aeroflex Inc.  As part of the transaction, the debt
S&P rated at Aeroflex was repaid.  As a result, S&P has withdrawn
the corporate credit rating and debt ratings on Aeroflex Inc.


AMERICAN AIRLINES: Fitch Assigns 'BB+' Rating on $1.15BB Loans
--------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+/RR1' to American
Airlines, Inc.'s (American) senior secured credit facility.  Fitch
has also affirmed the 'BB+/RR1' rating on American's existing
credit facility secured by its South American franchise (South
American SGR Facility) following the company's decision to upsize
its existing $1 billion revolver by $400 million.  The ratings for
American and its parent company American Airlines Group Inc. (AAG)
remain unchanged at 'B+'.  The Rating Outlook is Stable.

American is expected to enter into new $1.15 billion senior
secured credit facilities (new facilities) consisting of a $400
million five-year revolver and a $750 million seven-year term
loan.  The term loan is scheduled to amortize at 1% per annum with
the remainder due at maturity.  The proceeds are expected to be
used for general corporate purposes.

KEY RATING DRIVERS

The new facilities will be secured on a first priority basis by
collateral previously encumbered by American's 7.5% senior secured
notes, the remaining balance of which the company paid down August
of this year.  American will be the borrower under the facility.
Consistent with American's existing credit facility, it will
feature guarantees from the parent company, AAG, and from US
Airways, Inc. and US Airways Group, Inc.

Importantly, the new facilities will not significantly change
AAG's capital structure.  The $1.5 billion issued between the new
term loan and the $750 million in unsecured notes issued by AAG
last week is offset by other debt repayments that have either been
completed since the merger with US Airways or will be completed by
the end of 2014.  Debt reduction includes the August repayment of
American's $1 billion 7.5% secured notes as well as the prepayment
of other aircraft debt, special facility revenue bonds, and
aircraft purchased off of lease.  Additional revolver capacity
from American's new credit facility and from its upsized existing
revolver, will help to bolster American's already solid liquidity
position.

In a going-concern scenario (which Fitch considers the most likely
scenario), recovery values are supported by the underlying
collateral's strategic importance to AAL.  Collateral consists of
certain route authorities, airport landing and take-off slots and
gate leaseholds used for services between London Heathrow and New
York, LA, Chicago, Dallas, Raleigh/Durham, and Miami, flights
between the U.S. and Tokyo Narita, flights between Chicago and
Shanghai and Chicago to Beijing.

Fitch considers the collateral to be strategically important to
AAG.  London Heathrow and Tokyo Narita are both slot constrained
airports in key business markets, making these slots and route
authorities valuable assets.  The Chinese routes also represent
attractive assets given the strong growth in Chinese international
travel in recent years.  Therefore, first lien holders would be
expected to hold significant sway in any future reorganization.

Fitch's recovery analysis focuses on a 'going-concern' valuation
in which distressed enterprise value (EV) is allocated to the
various classes of debt in the company's capital structure.  In
its analysis, Fitch generates a conservative estimate for a going-
concern EBITDA and then applies a multiple to determine distressed
EV.  Fitch's analysis results in an estimated recovery of at least
91% to the entire credit facility (term loan and revolver), which
equates to an 'RR1' rating under Fitch's recovery analysis
criteria.

Although the underlying slots, gates, and routes are intangible
assets and are inherently difficult to value, Fitch also conducted
a discrete recovery analysis looking at the value of the
collateral on a stand-alone basis.  This analysis utilizes
appraised values from a third party appraiser, and applies further
haircuts to those appraised values.  Fitch evaluated the low end
of a range of appraised values and noted that the collateral
package could withstand haircuts of more than 50% and first lien
holders would be expected to receive 91%-100% recovery.

Upsized Existing Revolver:

American also intends to upsize its existing $1 billion revolving
credit facility by $400 million.  The South American SGR
facilities are secured by slots, gates, and routes that represent
American's entire South American franchise.  As with the ratings
on the new credit facility discussed above, the affirmation of the
ratings on the upsized revolver is primarily supported by Fitch's
going-concern recovery analysis.  Based on the conservative
assumptions described in that analysis, Fitch would expect the
secured creditors to receive full recovery in a going concern
scenario, despite including a full draw on the upsized credit
facility in the senior secured section of the waterfall.  This
analysis supports the 'RR1' rating and corresponding three notch
uplift from American's IDR.

RATING SENSITIVITIES

The term loan ratings are tied to American's IDR and the
collateral value securing the facility.  Fitch could consider a
negative rating action on the term loans if Fitch judged there to
be a significant devaluation of the collateral, which would affect
the recovery rating, or if Fitch were to downgrade American's IDR.

A negative rating action on American's IDR is not anticipated at
this time.  However, Fitch could consider revising the ratings
downward if the company were to experience significant/sustained
integration-related difficulties.  The ratings could be pressured
by an unexpected drop in the demand for air travel or a fuel price
shock that materially impacts operating results.

A positive rating action is not anticipated at this time.  If
Fitch were to upgrade American's IDR to 'BB-', American's senior
secured ratings would likely be maintained at 'BB+' as described
in Fitch's corporate recovery criteria.

Fitch has assigned these ratings:

American Airlines, Inc.

   -- Senior secured credit facility 'BB+/RR1'.

Fitch has affirmed these ratings:

American Airlines, Inc.

   -- LATAM SGR senior secured credit facility 'BB+/RR1'.

Fitch currently rates American Airlines as follows:

American Airlines Group Inc.

   -- IDR 'B+';
   -- Senior unsecured notes 'B+/RR4'.

American Airlines, Inc.

   -- IDR 'B+';
   -- Senior secured credit facility 'BB+/RR1'.

US Airways Group, Inc.

   -- IDR 'B+';
   -- Senior unsecured notes 'B+/RR4'.

US Airways, Inc.

   -- IDR 'B+';
   -- Senior secured credit facility 'BB+/RR1'.


AMERICAN AIRLINES: Moody's Assigns Ba2 Rating on New $1.15BB Debt
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 (LGD2) rating to the
$1.15 billion of new credit facilities ($750 million term loan,
$400 revolver) that American Airlines, Inc. ("AA") plans to
arrange. AA's parent, American Airlines Group, Inc. ("AAG"), US
Airways Group, Inc. and US Airways, Inc. will guarantee AA's
payment obligations under the new facilities on a joint and
several basis. The company also announced a planned $400 million
increase in the committed amount of its existing $1.0 billion
revolving credit facility secured by certain route authorities,
landing and take-off slots and gate leaseholds used in its South
American franchise. Moody's also assigned a Ba2 (LGD2) rating to
this upsized facility. Moody's Corporate Family rating of AAG is
B1 with a stable outlook.

Ratings Rationale

AA will use the proceeds of the new term loan for general
corporate purposes. The new $1.15 billion credit facility will be
secured by certain route authorities, landing and take-off slots
and gate leaseholds that AA uses in its London Heathrow, Tokyo
Narita and China (Beijing and Shanghai) services. The Ba2 rating
has been assigned pursuant to Moody's Loss Given Default rating
methodology and is level with the Ba2 rating assigned to AA's and
US Airways, Inc.'s existing rated senior secured credit
facilities.

The B1 Corporate Family rating considers AAG's very good
liquidity, increasingly competitive market position and credit
metrics that are supportive of the single B rating category. The
stable outlook reflects Moody's anticipation of about steady
industry fundamentals over at least the next 18 months and further
improvements in the company's operating profits into 2016.

There is little upwards ratings pressure while the company plans
and executes the integration of the two airline operating
companies. A positive rating action could follow if AAG was to
sustain stronger credit metrics following the substantial
completion of the integration. Debt to EBITDA that approaches 4.5
times, Funds from operations + interest to interest that
approaches 4.0 times, meaningful amounts of annual positive free
cash flow and or an EBITDA margin that is sustained near 20% could
support an upgrade. Growing passenger revenue yields and revenue
passenger miles ("RPMs") at meaningfully higher rates than Delta
or United would indicate the realization of the planned revenue
synergies which could also support a positive rating action. A
negative rating action could follow if liquidity fell below $4.5
billion with no significant improvement in Debt to EBITDA. The
inability to control non-fuel operating costs or to sustain
competitive yields, either of which would challenge the company to
maintain its operations over the long-term could also lead to a
downgrade. Debt to EBITDA that approaches 6.5 times, FFO +
Interest to Interest that approaches 2.3 times or sustained
negative free cash flow generation could pressure the ratings.

The principal methodology used in this rating was Global Passenger
Airlines 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.

American Airlines Group Inc. is the holding company for American
Airlines, Inc. and US Airways, Inc. Together with wholly owned and
third-party regional carriers operating as American Eagle and US
Airways Express, the airlines operate an average of nearly 6,700
flights per day to 339 destinations in 54 countries from its hubs
in Charlotte, Chicago, Dallas/Fort Worth, Los Angeles, Miami, New
York, Philadelphia, Phoenix and Washington, D.C. The company had
pro forma revenue of about $40.4 billion in 2013.


AMERICAN AIRLINES: S&P Assigns 'BB-' Rating on New $1.15BB Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '1' recovery rating to American Airlines Inc.'s new
$400 million senior secured revolving credit facility due 2019 and
$750 million term loan B due 2021.  The '1' recovery rating
indicates S&P's expectation for very high (90%-100%) recovery in a
payment default scenario.

At the same, the 'BB-' issue-level rating and '1' recovery rating
on the upsized and extended $1.4 billion revolving credit facility
due 2019 remain unchanged.  Also unchanged are S&P's 'B-' issue-
level rating and '5' (10%-30% recovery expectation) recovery
rating on the senior unsecured debt of parent American Airlines
Group Inc. and affiliate US Airways Group Inc.

The new revolving credit facility and term loan B are secured by
collateral that formerly secured American's $1 billion 7.5% notes,
recently redeemed.  The collateral consists of American's
international routes, airport gates, and takeoff and landing slots
that allow the airline to provide service on six major routes
between U.S. cities and London's Heathrow International Airport
(where American has the largest share of slots and flights among
U.S. airlines), and to operate certain routes to Tokyo's Narita
International Airport and to Shanghai and Beijing, where American
is a smaller competitive factor.  American Airlines Group, US
Airways Group, and US Airways Inc. guarantee these facilities.

American is upsizing the existing $1 billion revolving credit
facility to $1.4 billion and extending maturity to 2019.  That
facility is secured by American's Latin American routes and
related gates and slots. American has the largest market share
among U.S. airlines serving Latin America, particularly on routes
to South America.

International routes are rights granted by the U.S. Department of
Transportation and can (and have been) sold from one airline to
another.  Takeoff and landing slots and airport gate leasehold
interests exist at both U.S. and non-U.S. airports.  Appraisers
value such collateral as a business operated by the airline
currently using them, by estimating future earnings or cash flows
and discounting them to arrive at a value.  American has not
disclosed publicly the appraised value of the collateral securing
the revolving credits or term loan.  The appraisers do not
separately identify value attributable to routes, slots, or gates,
which would be difficult given the appraisal approach they use.
Historically, international routes were a scarce right, granted by
governments under bilateral aviation treaties, and the barriers to
entry they created were a source of value. Slots and gates had
value, but they were useless without the routes.  Routes are much
more freely available since the U.S. signed new, more liberal
aviation treaties with the European Union in 2007 (took effect in
2008) and Japan in 2009 (took effect in 2010).  Following those
changes, the principal remaining barrier to entry is the
availability of slots and gates, in U.S.-EU markets at Heathrow
Airport (which lacks enough slots to meet demand) and in the U.S.-
Japan market at Tokyo's Narita International Airport (the treaty
still limits routes to Tokyo's Haneda Airport).  The U.S.-China
bilateral treaty limits the availability of routes, so the
principal barrier to entry (and source of scarcity value) in that
market remains the routes.  Aviation treaties with countries in
Latin America vary in terms of degree of access, but mostly set
some limits on the number of flights permitted.

There are a limited number of U.S. airlines that could take over
American's international routes, should they be repossessed and
sold in bankruptcy, and antitrust concerns might block some
potential transfers.  However, S&P believes that the more likely
scenario is, as occurred in recent years, a successful
reorganization, with international routes being an important part
of the value of the reorganizing airline.  Holders of the 7.5%
secured notes that formerly benefited from the collateral securing
the new revolving credit and term loan were not impaired in
American's bankruptcy.  S&P's analysis of collateral coverage for
the new revolving credit facility and term loan concluded that
lenders could expect to receive a high (90% to 100%) recovery in
the event of default, and that the lenders under the existing
revolving credit secured by Latin American routes would also
receive a high recovery, despite the increase in the size of the
facility (see recovery report, to be published following this
release).

Standard & Poor's revised its rating outlooks on American Airlines
Group Inc. (AAG) and its subsidiaries American Airlines Inc. and
US Airways Inc. to positive from stable on Aug. 29, 2014.  At the
same time, S&P affirmed its ratings on the companies, including
the 'B' corporate credit ratings.

AAG reported strong earnings during the first half of 2014, with
net income of $1.3 billion, and S&P expects that this trend will
continue for the remainder of the year and into 2015.  The company
is benefiting from generally positive revenue conditions in the
U.S. airline industry, since the largest four airlines, which have
a combined market share of more than 80%, are adding capacity
cautiously and focusing on raising load factors (utilization) and
yield (pricing).  AAG is also capturing merger cost and revenue
synergies, which should increase further once regulatory approvals
(a single operating certificate) allow the full operational
integration of the company's two airline operating subsidiaries.
That integration, which AAG expects to be complete in late 2015,
also carries risks, since it will involve combining information
technology systems and aircraft crews.

RATINGS LIST

American Airlines Group Inc.
American Airlines Inc.
US Airways Inc.
Corporate Credit Rating          B/Positive/--

New Rating

American Airlines Inc.
Senior Secured
  $400M revolver due 2019         BB-
   Recovery Rating                1
  $750M term loan B due 2021      BB-
   Recovery Rating                1

Ratings Unchanged

American Airlines Inc.
Senior Secured
  $1.4B revolver due 2019*        BB-
   Recovery Rating                1

*Upsized amount.


ARCHDIOCESE OF MILWAUKEE: No Settlement Reached From Mediation
--------------------------------------------------------------
A second attempt at mediation of the Archdiocese of Milwaukee's
Chapter 11 reorganization came to a conclusion Tuesday morning,
Sept. 23, with parties unable to reach a resolution, according to
information on the Archdiocese's Web site at
http://www.archmil.org/

Annysa Johnson, writing for Milwaukee Journal Sentinel, reported
that lawyers for the archdiocese, its $60 million cemetery trust,
its insurance companies, the bankruptcy creditors committee and
the largest group of victims met with a mediator in Minnesota on
Monday for the second time this month.  The latest mediation,
requested by the archdiocese, was the third failed attempt at a
negotiated settlement since 2010.

According to the Journal Sentinel, the failure means the parties
will return to federal court for a new round of costly battles in
a bankruptcy case in which legal fees have already topped $13
million.  Among the issues to be decided:

     -- Whether U.S. Bankruptcy Judge Susan V. Kelley has the
jurisdiction to schedule confirmation hearings on the
archdiocese's proposed reorganization plan.

     -- Whether forcing the archdiocese to tap its cemetery trust
would violate its free exercise of religion under the U.S.
Constitution and federal law. That issue is now before the U.S.
7th Circuit Court of Appeals, whose decision could dramatically
alter the trajectory of the bankruptcy.

The report recounted that, before entering bankruptcy, the
archdiocese paid at least $33 million in settlements, therapy,
legal fees and other costs associated with the sex abuse crisis,
according to its website.  The archdiocese filed a reorganization
plan in February that would set aside less than $4 million to
compensate 128 abuse victims -- those assaulted by diocesan
priests the archdiocese had reason to believe were a danger to
children. An additional $4.5 million would go to legal fees, and
$500,000 to set up a therapy fund for survivors.

According to the report, Judge Kelley had scheduled the plan's
confirmation hearings for October.  But she canceled them after
ruling that she lacked jurisdiction to take up the plan -- which
would also settle the cemetery trust lawsuit -- while key issues
related to that lawsuit were pending before the 7th Circuit.

The report noted that the archdiocese has appealed Kelley's
decision, in hopes of moving ahead with the confirmation hearings,
and the jurisdictional issue is now before U.S. District Judge
Lynn Adelman.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.


ARTS BLOCK: Bankruptcy Filing Moves Foreclosure Sale to Dec. 2
--------------------------------------------------------------
Arts Block LLC in Colrain, Mass., and The Pushkin LLC, in
Greenfield, Mass., filed separate Chapter 11 bankruptcy petitions
(Bankr. D. Mass. Case Nos. 14-30916 and 14-30917) on Sept. 21,
2014.  The Debtors operate entertainment venues.  The Debtors
indicate that they are single asset real estate debtors.

Judge Henry J. Boroff presides over the cases.  The Law Offices of
Louis S. Robin, Esq., serves as the Debtors' bankruptcy counsel.

Arts Block LLC listed $750,000 in total assets and $1.48 million
in liabilities.  The Pushkin LLC listed $450,000 in total assets
and $751,000 in liabilities.  The petitions were signed by Edward
Weirzbowski, manager.

Anita Fritz, writing for The (Greenfield, Mass.) Recorder,
reported that Mr. Wierzbowski placed his companies under Chapter
11 bankruptcy protection to stave off foreclosure on his
properties.

According to the report, Richard Becker, director of asset
management for Massachusetts Housing Investment Corp., which holds
the mortgage on both downtown properties, said Mr. Wierzbowski's
tenants will stay in the buildings until the bankruptcy court has
a chance to "look at things."  Mr. Becker said a public auction is
scheduled for Dec. 2.  It was supposed to be held Sept. 22.

The report relates that the Arts Block was bought by Wierzbowski
in 2007, and he bought the Pushkin a year later.  MHIC extended
more than $3.7 million in loans to Arts Block LLC and Pushkin LLC
for the renovation of the buildings in 2010.

According to the report, Mr. Wierzbowski paid:

     -- $390,000 for the Arts Block, based on the Franklin
District Registry of Deeds.  The building now houses a performance
space and bar, the Smithsonian Cafe and Chowderhouse and at-large
Town Councilor Isaac Mass' law office; and

     -- $500,000 for the Pushkin building.  It now houses Replay,
which sells used instruments and other secondhand musical items.
It also hosts musical performances.


ARUNA CHOPRA: Trial Date in Fraud Suit Moved to April 2015
----------------------------------------------------------
Modesto Bee staff writer Garth Stapley reported that the trial
date for a fraud lawsuit against Aruna Kumari Chopra was reset for
April, two months after she's expected to stand trial in
Sacramento.  Chopra is facing lawsuit by creditors who alleged
being owed $12.4 million.  The trial date was initially scheduled
to begin last week.

According to the report, prosecutors said Chopra, 65, forged
signatures and filed phony documents to secure multimillion-dollar
loans tied to 40 acres on Dale Road across from Kaiser Modesto
Medical Center, where she envisioned the theater, luxury
condominiums, a hotel, a bowling alley, waterfalls and fountains.
She also tried to persuade City Hall to provide $6.6 million in
municipal bonding.  The proposal fell apart in 2011 as city
officials became suspicious and authorities investigated whether
Chopra had concealed debt to get other loans and to apply for
bonding.

The report recounted that Chopra and her husband filed for
bankruptcy protection in late 2011, and she was indicted three
months later on two counts of mail fraud and two counts of
aggravated identity theft after an 11-month investigation
involving the FBI, the Federal Housing Finance Agency and the
Stanislaus County District Attorney's Office real estate fraud
unit.

The report also said a judge in 2012 appointed a trustee to
oversee bankruptcy matters, and he tried to sell the Dale Road
property but got no legitimate offers, according to bankruptcy
documents. The judge last month concluded that the land has zero
equity, and agreed to let some interested parties foreclose on
most of it, or attempt to sell it at public auction.

The report said a local real estate agent continues to market
about one fourth of the property.

The report also related that the bankruptcy trustee has
recommended converting Chopra's case to a liquidation under
Chapter 7.  Some creditors supported the conversion, saying
they've waited nearly three years, without success, for the
Chopras to come up with a plan.

Chopra's bankruptcy petition estimated her assets and liabilities
from $10 million to $50 million.


ASSOCIATED WHOLESALERS: Gets OK to Pay $1.7MM in Cigarette Taxes
----------------------------------------------------------------
Law360 reported that Judge Kevin J. Carey of the U.S. Bankruptcy
Court for the District of Delaware authorized Associated
Wholesalers Inc. to pay more than $1.7 million in cigarette taxes,
a move the cooperative food distributor said is crucial to
maintaining its customers and sale value.  According to the
report, Judge approved AWI's emergency motion to raise its
previously approved cap on tax payments to $2.2 million,
overruling an objection from the newly formed official committee
of unsecured creditors.

                   About Associated Wholesalers

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

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

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

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

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

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


ASHER INVESTMENT: Files Plan to Exit Chapter 11 Protection
----------------------------------------------------------
Asher Investment Properties, LLC has filed with the U.S.
Bankruptcy Court for the Central District of California its
proposed plan to exit Chapter 11 protection.

The Plan proposes to restructure debts of the company and explains
how creditors will be paid for their claims.

Under the reorganization plan, creditors holding claims secured by
a lien on properties in which Asher Investment has an interest
will maintain their "legal, equitable and contractual" rights, if
any, with respect to the properties.  Creditors holding secured
claims are not entitled to vote on the Plan.

General unsecured creditors will be paid in full in cash.  The
allowed amount of a general unsecured claim includes interest from
the bankruptcy filing date until paid at the rate of 24 5% per
annum.  General unsecured creditors are entitled to vote.

Meanwhile, holders of the membership interest of Yossi Dina as
well as of the Itkin Trust's purported 50% membership interest in
the company will have their interests reinstated on the effective
date of the plan.

The Plan will be funded through cash available on the date of the
hearing on confirmation of the plan, and the sale or refinance of
the property located in Beverly Hills, California.  It will also
be funded through Asher Investment's disposable income (projected
to be $35,000 per month for 18 the year following confirmation)
from its lease agreement with Ben Jewelry Inc.

A full-text copy of the Plan is available without charge at
http://is.gd/OTyuPf

             About Asher Investment Properties, LLC

Asher Investment Properties, LLC, owner of a $10 million property
in Beverly Hills, California, filed a Chapter 11 bankruptcy
petition (Bankr. C.D. Cal. Case No. 14-21172) in Los Angeles, on
June 6, 2014.  Yossi Dina signed the petition as managing member.
Asher, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), disclosed $11.5 million in assets and $10.7 million in
liabilities.  Gershuni & Kate, ALC, serves as the Debtor's
counsel.  Hon. Barry Russell presides over the case.


BALL CORP: S&P Affirms 'BB+' CCR; Outlook Stable
------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on U.S. beverage can producer Ball Corp. at 'BB+'.  The
outlook is stable.

At the same time, S&P affirmed its 'BB+' issue rating on the
company's unsecured notes, and revised the recovery rating on the
notes to '3' from '4'.  The '3' recovery rating indicates S&P's
expectation of meaningful recovery (50% to 70%; at the lower end
of the range) in the event of payment default.

S&P characterizes Ball's business risk profile as "satisfactory"
and financial risk profile as "significant," which results in an
outcome of 'bbb-/bb+'.  S&P utilized the higher rating for the
anchor score, reflecting its view that the business risk profile
is in the higher end of the "satisfactory" category.  S&P adjusts
its anchor downward by one notch because it applies a negative
financial policy modifier.  "Our assessment reflects our
expectation that Ball Corp. will continue to pursue acquisitions
and share repurchases that will lead to credit ratios remaining at
the weaker end of the 'significant' range," said Standard & Poor's
credit analyst Henry Fukuchi.

Ball is one of the world's largest beverage can producers.  It
holds the No. 1 position in North America and the No. 2 position
in Europe -- the two largest can markets -- and is also among the
market leaders in China and Brazil.

Competition in the metal packaging industry is intense,
particularly in the mature markets of North America and Europe,
and comes from large global rivals and inter-material
substitution.  However, the market is fairly concentrated, and
producers have rationalized capacity in mature markets to balance
supply and demand.  Ball also benefits from fairly stable demand--
most of its business is related to food and beverage end markets.
A substantial portion of revenue is under customer contracts that
typically include clauses for the pass-through of fluctuating raw
material prices.  These factors support stable earnings and cash
flow over economic cycles.

The outlook on Ball Corp. is stable.  Relatively steady demand for
beverage cans in developed markets, growth in emerging markets,
and contributions from new products should continue to support
stable earnings and strong free cash flow.  Based on S&P's
expectations, it thinks the company will utilize free cash for
share repurchases and acquisitions by maintaining the credit
measures appropriate for the current rating.  For the current
rating, S&P expects FFO to total adjusted debt to remain in the
range of 20% to 25% through a business cycle.

S&P could lower the ratings if an acquisition were large enough to
prevent credit measures from strengthening to levels S&P considers
appropriate for the ratings in the next one to two years.

Financial policies, including management's comfort with the
company's current credit metrics and its desire to retain
flexibility for acquisitions and share repurchases, make an
upgrade unlikely in the next few years.


BRAZOS PRESBYTERIAN: Fitch Affirms 'BB+' Rating on 2013A&B Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on Brazos Presbyterian
Homes' (Brazos) series 2013A&B bonds.  Brazos also has a $25
million draw down construction loan with BB&T, which will be
temporary debt and repaid with initial entrance fees by the final
maturity on Dec. 1, 2018.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a gross revenue pledge, mortgage pledge
and debt service reserve fund.

KEY RATING DRIVERS

SIGNIFICANT EXPANSION PROJECT UNDERWAY: Brazos is undertaking a
significant expansion and renovation project at its Brazos Towers
community, which will provide upgraded units and common area
spaces to meet current market demand.  The project includes 84
additional independent living units (ILU), 33 assisted living
units (ALU), new common area spaces including a fitness center,
pool and an informal dining option as well as the renovation of
its health center, which will provide a higher percentage of
private rooms.  The total project cost is approximately $94
million.  The sources of funding for the project and financing
costs (DSRF and capitalized interest) include $68 million series
2013B bonds, $25 million temporary debt (BB&T construction loan),
$9 million series 2013A bonds, and $9.6 million equity
contribution.  The project is on schedule and within budget.

VERY HIGH DEBT BURDEN: Brazos' debt burden is extremely high with
MADS accounting for 31.7% of total revenue in 2013 (fiscal year
end Dec. 31).  Historical pro forma MADS coverage is fairly light
at 1.5x in 2013 and 1.1x through the six months ended June 30,
2014 but adequate for the rating level.  In addition, MADS
coverage including the debt for the expansion project will only be
calculated upon stabilized occupancy of the expansion project.
Coverage in 2017 is expected to be around 1.75x.

GOOD PROFITABILITY: Brazos' profitability has improved with
operating ratio falling below 100% in 2013 and sustained through
the six months ended June 30, 2014.  Management attributes good
profitability to solid rate increases and continued expense
management.

CONSISTENT OCCUPANCY: Demand is good and exhibited by solid
occupancy at both communities.  ILU occupancy through June 30,
2014 was 94% at Brazos Towers and 89% at Hallmark.  The pre-sales
for the expansion project is at 90% (76 units reserved with 10%
deposits).

SOLID LIQUIDITY: Brazos' liquidity is solid with 1,073.9 days cash
on hand and 55%% cash to debt at June 30, 2014.  The cash to debt
figure includes the temporary debt, but only $500,000 was
outstanding as of June 30, 2014.  The 10% deposits and subsequent
conversion to initial entrance fees will be segregated in
restricted cash on Brazos' balance sheet for the pay down of the
temporary debt.  The initial entrance fee pool is projected to
total $29.7 million.

RATING SENSITIVITIES

EXECUTION OF EXPANSION PROJECT: Fitch views the level of presales
favorably and the maintenance of the rating will be dependent on
Brazos' ability to convert the 10% deposits to move-ins on a
timely basis.  The failure to achieve stabilized occupancy in a
timely manner could result in negative rating pressure given the
organization's highly leveraged position.

EXPOSURE TO BANK AGREEMENT TERMS: The BB&T loan is parity
indebtedness under the master trust indenture (MTI).  The bank
loan includes certain non-financial related covenants that could
trigger a cross default and an acceleration of all parity debt
with events of default such as the failure to meet reporting
requirements and certain occupancy levels.  Fitch views these
terms negatively as it places a significant amount of control with
the bank as certain events of default can be cured or waived by
the bank to prevent an acceleration of debt.

CREDIT PROFILE

Brazos is a Type B continuing care retirement community (CCRC)
that owns two communities, Brazos Towers at Bayou Manor (Brazos
Towers) and the Hallmark, located in Houston, TX.  These
communities have been operated by Brazos since 1963 and 1972,
respectively.  Brazos Towers currently has 89 ILUs, eight ALUs,
and 27 licensed skilled nursing (SNF) beds.  The Hallmark has 125
ILUs, 12 ALUs, 10 memory support units, and 32 bed SNF.  Although
the communities are only approximately six miles apart the
resident draw for each community is from different zip codes
within the Houston area.  Brazos had $21.3 million in total
revenue in 2013.

THE PROJECT

The expansion project at Brazos Towers has been in the planning
stages since 2008 and the project will include the addition of 84
ILUs, 33 ALUs with eight being dedicated to memory support, new
common spaces and amenities, additional parking and the renovation
of its healthcare center.  Four of the existing ALUs will be
converted to two ILUs.  Spectrum is the developer for the
expansion project.

The total cost is $112 million and includes $94 million for the
construction and $18 million of financing related costs.  The
project is within budget and the ILU construction is 26% complete.
The sources of funding include $68 million from the series 2013B
bonds, $25 million (temporary debt) construction loan from BB&T,
$9 million from the series 2013A bonds as well as $9.6 million of
equity.  The $25 million construction loan is expected to be
repaid with initial entrance fees and the mandatory tender is on
Dec. 1, 2018.

The renovation of the SNF first floor and new covered parking area
are complete and ILU construction started in Jan. 2014.  The first
ILU move in is expected in September 2015 with an 18 month fill
up.  The ILUs are expected to reach 93% occupancy in March 2017.
The ALUs and memory support units are expected to be available for
occupancy in January 2016 and reach stabilized occupancy in
January 2017 and August 2016, respectively.  The health center
renovation is occurring floor by floor and available beds will be
reduced during the construction period.

The project will result in a significant upgrade and modernization
of the community, which is important especially given the number
of competing facilities in the area.  It is also expected to raise
the wealth level as the entrance fees of the new units are almost
double the price of the existing ILUs.  Fitch believes Brazos'
service area has favorable characteristics with good demographics
and the median sales price of homes in the primary market area are
in line with Brazos' entrance fee pricing.

VERY HIGH DEBT BURDEN

Total debt outstanding is $92.3 million and only $500,000 of the
$25 million construction loan has been drawn down.  The $25
million construction loan has a mandatory tender on Dec. 1, 2018,
but is expected to be paid down in 2016 and 2017 as initial
entrance fees are received.  The total entrance fee pool is
approximately $29.7 million.  Total permanent debt is 100% fixed
rate and totals approximately $92 million at stabilization in
2017.

Debt service coverage is extremely dependent on entrance fee
receipts with revenue only coverage of 0.2x in 2013.  Projected
turnover entrance fee receipts are $6.4 million in 2014, $6.5
million in 2015, $7.3 million in 2016, and $8 million in 2017 and
meeting these will be key to covering its high debt service
requirements.  Historical entrance fee receipts have been a little
volatile due to the improvement in occupancy mainly in 2012 and
2013 as well as the sale of more refundable versus nonrefundable
plans with $8.6 million net turnover entrance fees in 2013, $11.1
million in 2012, and $5.8 million in 2011.

GOOD PROFITABILITY AND LIQUIDITY

Brazos' financial profile has improved steadily since 2008 as
occupancy has rebounded, which was primarily driven by the hiring
of Spectrum Consulting to assist with marketing.  Profitability is
solid and debt service coverage is good excluding the debt related
to the expansion project.  Current debt service coverage
calculations are based on a MADS of $2.2 million, which will
increase to $6.9 million once the ILU expansion units reach 85%
occupancy.  Current debt service coverage for the trailing 12
months ended June 30, 2014 was 3.2x.

Net operating margin - adjusted improved to 34.4% in 2013 from
18.2% in fiscal 2008 and was 29.4% through the six months ended
June 30, 2014.

Strong entrance fee receipts have resulted in significant growth
of the balance sheet with total unrestricted cash and investments
of $50.8 million at June 30, 2014 from $22.4 million at fiscal
year end 2008.  At June 30, 2014, this translated to 1,073.9 days
cash on hand and 55% cash to debt, which compare favorably to the
'BBB' category medians.  Although Brazos's profitability and
liquidity metrics are in line with 'BBB' category medians, its
high debt burden and fill up risk related to the project keeps the
rating below investment grade.

CONSISTENT OCCUPANCY

Occupancy has improved since the hiring of Spectrum in 2009 and
financial incentives have been discontinued.  ILU occupancy at
Brazos Towers was 94% through the six months ended June 30, 2014
compared to 95% in 2013, 90% in 2012, 84% in 2011 and 75% in 2010.
ILU occupancy at the Hallmark was 89% through the six months ended
June 30, 2014 compared to 91% in 2013, 91% in 2012, 85% in 2011,
and 89% in 2010.

Health care center occupancy at the Hallmark has been consistently
solid compared to the lower occupancy at Brazos Towers, but the
health care center is being renovated and downsized with the
project.

LEGAL PROVISIONS AND DISCLOSURE

Under the MTI, Brazos is required to maintain MADS coverage of
1.2x (debt service of series 2013B bonds included at stabilization
(first fiscal year after achieving 85% ILU occupancy of expansion
project)), 180 days cash on hand and various marketing and
occupancy targets.  There are no events of default related to the
liquidity, marketing or occupancy covenants.  Events of default
include MADS coverage below 1.2x for two consecutive years and
below 180 days cash on hand or MADS coverage below 1x.  The
construction loan contains more stringent covenants including
1.25x debt service coverage and 225 days cash on hand and debt to
capitalization under 95%.  Events of default under the
construction loan include the failure to meet financial reporting
requirements and timely notice of an event of default as well as
not meeting financial and occupancy covenants.

Brazos covenants to provide annual audits within 150 days of
fiscal year end and quarterly disclosure for all four quarters
within 45 days of quarter end.

Outstanding debt:

   -- $67.5 million Harris County Cultural Education Facilities
Finance Corporation first mortgage revenue bonds series 2013B;

   -- $25 million Harris County Cultural Education Facilities
      Finance Corporation first mortgage revenue bonds series
      2013A.


BURGER KING: Fitch Lowers IDR to 'B' & Withdraws Rating
-------------------------------------------------------
Fitch Ratings has taken several rating actions on Burger King
Worldwide, Inc. (Burger King: NYSE:BKW), its subsidiaries, and
1011778 B.C. Unlimited Liability Company (NewCo) - the legal
entity created to effect the acquisition of Tim Hortons, Inc.  The
IDR and expected ratings for NewCo have been affirmed.  Ratings
for Burger King and its subsidiaries have been removed from Rating
Watch Negative and downgraded.  Simultaneously, all ratings have
been withdrawn for business reasons.  Fitch reserves the right in
its sole discretion to withdraw or maintain any rating at any time
for any reason it deems sufficient.

The following IDR and expected ratings have been affirmed and
withdrawn:

NewCo (Canadian borrower and U.S. co-borrower)

   -- Long-term Issuer Default Rating (IDR) at 'B';
   -- Senior secured revolver at 'BB/RR1';
   -- Senior secured term loan B at 'BB/RR1';
   -- Senior secured 2nd lien notes at 'B/RR4'.

These ratings have been removed from Rating Watch Negative,
downgraded and withdrawn:

Burger King Worldwide, Inc. (Parent Holding Co.)

   -- Long-term Issuer Default Rating (IDR) to 'B' from 'B+'.

Burger King Capital Holdings, LLC (BKCH/Parent of Burger King
Holdings, Inc.) and Burger King Capital Finance, Inc.
(BKCF/Financing Subsidiary) as Co-Issuers

   -- Long-term IDR to 'B' from 'B+';
   -- 11% senior discount notes due 2019 to 'CCC+/RR6' from
      'B-/RR6'.

Burger King Holdings, Inc. (Direct Parent of Burger King
Corporation)

   -- Long-term IDR to 'B' from 'B+'.

Burger King Corporation (Operating Company)

   -- Long-term IDR to 'B' from 'B+';
   -- Secured revolver due 2015 to 'BB/RR1' from 'BB+/RR1';
   -- Secured term loan A due 2017 to 'BB/RR1' from 'BB+/RR1';
   -- Secured term loan B due 2019 to 'BB/RR1' from 'BB+/RR1';
   -- 9.875% senior unsecured notes due 2018 to 'CCC+/RR6' from
      'BB-/RR3'.

The Rating Outlooks are Stable.  At June 30, 2014, Burger King had
approximately $3 billion of debt.  Pro forma debt to effect the
Tim Hortons acquisition is approximately $9.2 billion.

KEY RATING DRIVERS

High Pro forma Debt and Gross Leverage

Ratings reflect Fitch's estimate that total adjusted debt-to-
EBITDAR on a pro forma basis will exceed 7.0x, excluding
synergies.  Pro forma debt is expected to include $6.725 billion
seven-year senior secured term loan B, $2.25 billion of 7.5-year
2nd lien senior secured notes, and roughly $200 million of capital
leases.  Fitch has classified $3 billion of 9% preferred stock
contributed by Berkshire Hathaway as 50% debt/50% equity due to
debt-like characteristics.  Management intends to repay
approximately $4 billion of existing debt at Burger King and Tim
Hortons, although the timing and ultimate amounts remain
uncertain.

Downgrade of Burger King's IDR

The one-notch downgrade of Burger King's IDRs reflects Fitch's 'B'
IDR for NewCo and Corporate Methodology and Parent and Subsidiary
Linkage criteria.  The rating incorporates Fitch's views regarding
the deleveraging, the free cash flow (FCF) generating ability of
the new combined company, the stability of its operating cash
flow, and on-going liquidity.  Fitch believes total adjusted debt-
to-EBITDAR can approach 6.0x within two years of transaction
closing and that annual FCF (defined as cash flow from operations
less capital expenditures and dividends) will exceed $300 million
excluding one-time costs.  The IDR considers probable synergies,
potential difficulty expanding Tim Hortons outside of its core
Canadian market in a meaningful way, and the currency mismatch
associated with the firm's significant Canadian cash flows and
U.S. based obligations.

Recovery Analysis and Downgrade of Burger King's Existing Debt

Issue level and Recovery Ratings reflect Fitch's expectations
regarding the firm's pro forma capital structure and view of the
new company's enterprise value as a going concern.  Ratings
incorporate the anticipated mix of senior secured and second-lien
debt in the new company's pro forma capital structure and Burger
King's intentions regarding the repayment of existing debt.  The
downgrade of Burger King's existing senior secured credit
facilities considers that this debt will be repaid while
incorporating the downgrade of the firm's IDR.  The downgrade of
Burger King's 9.875% senior notes due 2018 and 11% discount notes
due 2019 reflects uncertainty as to the timing of repayment and
significant subordination should any of this debt remain
outstanding.  Tim Horton's debt includes three series of privately
placed senior unsecured notes with change of control provisions
that require the borrower to make an offer to repurchase the
notes.  Tim Horton's debt is currently not rated by Fitch.


CAPITAL CITY DEVELOPERS: Case Summary & Unsecured Creditor
----------------------------------------------------------
Debtor: Capital City Developers, LLC
        3735 Cherokee Street
        Kennesaw, GA 30144

Case No.: 14-68691

Chapter 11 Petition Date: September 24, 2014

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

Debtor's Counsel: John A. Christy, Esq.
                  SCHREEDER, WHEELER & FLINT, LLP
                  1100 Peachtree Street, Suite 800
                  Atlanta, GA 30309-4516
                  Tel: 404-681-3450
                  Fax: 404 681 1046
                  Email: jchristy@swfllp.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Benjamin Giles, manager.

The Debtor listed Bank of North Georgia as its largest unsecured
creditor holding a claim of $2.71 million.

A copy of the petition is available for free at:

             http://bankrupt.com/misc/ganb14-68691.pdf


CARRIBBEAN PETROLEUM: 3rd Circ. Affirms Claim Distribution Orders
-----------------------------------------------------------------
Law360 reported that the Third Circuit rejected Intertek USA
Inc.'s argument that orders entered in Caribbean Petroleum Corp.'s
Chapter 11 bankruptcy case give priority to tort claimants over
other general unsecured creditors in the distribution of certain
insurance proceeds, saying the plain language of the orders makes
no such provision.  According to the report, a three-judge
appellate panel agreed with a Delaware federal judge that,
contrary to Intertek's position, the bankruptcy court orders in
question "unambiguously provide for pro rata distribution to all
holders of general unsecured claims, including tort claims."

                    About Caribbean Petroleum

San Juan, Puerto Rico-based Caribbean Petroleum Corporation, aka
CAPECO, owns and operates certain facilities in Bayomon, Puerto
Rico, for the import, offloading, storage and distribution of
petroleum products.  Caribbean Petroleum sought Chapter 11
protection (Bankr. D. Del. Case No. 10-12553) on Aug. 12, 2010,
nearly 10 months after a massive explosion at its major Puerto
Rican fuel storage depot virtually shut down the company's
operations.  The Debtor estimated assets of US$100 million to
US$500 million and debts of US$500 million to US$1 billion as of
the Petition Date.

Affiliates Caribbean Petroleum Refining, L.P., and Gulf Petroleum
Refining (Puerto Rico) Corporation filed separate Chapter 11
petitions on Aug. 12, 2010.

John J. Rapisardi, Esq., George A. Davis, Esq., Peter Friedman,
Esq., and Zachary H. Smith, Esq., at Cadwalader, Wickersham & Taft
LLP, in New York, serve as lead counsel to the Debtors.  Mark D.
Collins, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, serve as local counsel.
The Debtors' financial advisor is FTI Consulting Inc.  The
Debtors' chief restructuring officer is Kevin Lavin of FTI
Consulting Inc.  Kurtzman Carson Consultants LLC serves as the
noticing, claims and balloting agent to the Debtors.

In December 2010, the Debtor won bankruptcy court approval to sell
its business to Puma Energy International for US$82 million.  Puma
obtained Capeco's entire retail network, which consists of 157
locations, gasoline, diesel and other fuel storage facilities as
well as undeveloped land and a private deep water jetty.

The Fourth Amended Joint Plan of Liquidation for Caribbean
Petroleum and its debtor affiliates became effective on June 3,
2011.


CHC GROUP: Posts $34.32-Mil. Net Loss for July 31 Quarter
---------------------------------------------------------
CHC Group Ltd. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $34.32 million on $460.65 million of revenue for the three
months ended July 31, 2014, compared with a net loss of $35.68
million on $414.93 million of net sales for the same period in
2013.

The Company's balance sheet at July 31, 2014, showed $2.93 billion
in total assets, $2.38 billion in total liabilities, redeemable
non-controlling interests of $15.22 million, and stockholders'
equity of $569.41 million.

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

                       http://is.gd/vAearr

CHC Group Ltd. provides commercial helicopter services to the
offshore oil and gas industry worldwide. The company operates in
two segments, Helicopter Services and Heli-One. Its helicopters
are primarily used to facilitate long-distance crew changes on
offshore production facilities and drilling rigs. The company also
offers search and rescue services, and emergency medical services
to government agencies. As of April 30, 2014, it operated a fleet
of heavy and medium commercial helicopters serving the offshore
oil and gas industry with 236 helicopters through a network of
approximately 70 bases in approximately 30 countries. In addition,
the company provides maintenance, repair, and overhaul services,
such as maintenance outsourcing solutions, parts sales and
distribution, engineering services, design services, and logistics
support for heavy structural repairs, as well as for maintaining,
overhauling, and testing helicopters and helicopter components.
The company was formerly known as FR Horizon Holding (Cayman) Inc.
and changed its name to CHC Group Ltd. in September 2013. CHC
Group Ltd. was founded in 1987 and is based in George Town, Cayman
Islands. CHC Group Ltd. is a subsidiary of 6922767 Holding
(Cayman) Inc.


CHESTER DOWNS: Moody's Affirms B3 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service changed Chester Downs and Marina LLC's
(Chester) rating outlook to negative from stable. Moody's affirmed
the company's B3 Corporate Family rating, B2-PD Probability of
Default rating, and B3 senior secured notes.

Ratings affirmed:

Corporate Family rating at B3

Probability of Default rating at B2-PD

$330 million senior secured notes due 2020 at B3 (LGD 4)

Outlook Actions:

Outlook changed to negative from stable

Ratings Rationale

The change in Chester's rating outlook to negative reflects
continued declines in Chester's revenues (-10.6%) and EBITDA (-
32%) for the first six months of 2014. The negative revenue trends
and higher property taxes have caused Moody's adjusted debt/EBITDA
to climb to 7.4x times for the 12-month period ended June 30, 2014
from 6.2x times at fiscal year-end 2013. Moody's estimates Moody's
adjusted debt/EBITDA at fiscal year-end December 2014 will be
approximately 7.8 times based on continued pressure on EBITDA and
flat debt levels for the second half of the year.

Revenue declines have been a result of poor weather in the first
quarter, lower visitation, and increased competition in the
Philadelphia area. For the first eight months of 2014, Chester's
gaming revenues have decline by about 9% much larger than the
aggregate Philadelphia market declines of about 3%. Furthermore,
the earnings impact of the decline in revenue hasn't been offset
by decreases in operating expenses. Additionally, the company's
tax exemptions in the state of Pennsylvania expired at the end of
2013, resulting in an increase in property taxes that has
contributed to the large decline in EBITDA.

Additionally, Chester will face further competition from two
sources: 1) the planned expansion of slot machines and table games
from its nearby competitor (SugarHouse) which is expected to be
completed by June 2015 and 2) the eventual opening of a second
permitted casino in the city of Philadelphia. Both of these events
would likely have a negative effect on Chester's operating results
as it currently has no planned growth catalysts. The ratings also
consider good liquidity comprised of $64 million in cash for the
period ending June 30, 2014 (some of which is required to support
operations). The company doesn't have any material debt maturity
until 2020 ($330 million senior secured notes mature) and is not
subject to any financial maintenance covenants which provide
measures of financial flexibility.

Chester is a non-wholly owned operating subsidiary of Caesars
Entertainment Operating Company, Inc. (" CEOC", rated Caa3,
negative). The Chester casino is not pledged to secure CEOC's debt
and based upon the indenture, Chester is currently not able to
make any material restricted payments, and so Moody's ratings
reflect the stand-alone operations of the property.

Chester's ratings could be downgraded if Chester's gaming revenue
declines accelerates, EBITDA declines continue, liquidity
deteriorates or if it appears the parent's (CEOC) financial
difficulties will negatively impact Chester. An outlook revision
to stable would require stabilization in the company's revenue and
earnings performance and a reduction in leverage. An upgrade would
reduce a drop in debt/EBITDA to 4.5 times and EBIT/interest above
1.5 times.

The principal methodology used in this rating was Global Gaming
Industry published in June 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.

Chester Downs and Marina, L.L.C. ("Chester") is an indirect, non-
wholly owned subsidiary of Caesars Entertainment Operating
Company, Inc. (Caa3, negative). Chester operates a 92,000 square
foot racetrack casino located in Chester, PA, approximately 15
miles southwest of Philadelphia. The property features slots
machines, table games and a harness race track. Chester is 99.5%
owned by Caesars and 0.5% owned by minority members.


CHUZA OIL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Chuza Oil Company, Domestic Profit
           aka Chuza Oil Company, Inc.
        4516 Lovers Lane #104
        Dallas, TX 75225

Case No.: 14-12842

Chapter 11 Petition Date: September 24, 2014

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Hon. David T. Thuma

Debtor's Counsel: William F. Davis, Esq.
                  WILLIAM F. DAVIS & ASSOCIATES, P.C.
                  6709 Academy NE, Suite A
                  Albuquerque, NM 87109
                  Tel: 505-243-6129
                  Fax: 505-247-3185
                  Email: daviswf@nmbankruptcy.com

                       - and -

                  Nephi D Hardman, Esq.
                  WILLIAM F. DAVIS & ASSOCIATES, P.C.
                  6709 Academy NE, Suite A
                  Albuquerque, NM 87109
                  Tel: 505-243-6129
                  Fax: 505-247-3185
                  Email: nhardman@nmbankruptcy.com

                       - and -

                  Vashti A. Lowe, Esq.
                  WILLIAM F. DAVIS & ASSOCIATES PC
                  6709 Academy NE, Ste A
                  Albuquerque, NM 87109
                  Tel: 505-243-6129
                  Fax: 505-247-3185
                  Email: vlowe@nmbankruptcy.com

                       - and -

                  Phyllis L. MacCutcheon
                  WILLIAM F. DAVIS & ASSOCIATES, P.C.
                  6709 Academy Rd NE, Ste. A
                  Albuquerque, NM 87109
                  Tel: 505-243-6139
                  Fax: 505-247-3185

Total Assets: $1.91 million

Total Liabilities: $2.49 million

The petition was signed by Bobby Goldstein, CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nmb14-12842.pdf


DAL PARTNERS: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: DAL Partners, LLC
        1680 Rohrerstown Road
        Lancaster, PA 17601

Case No.: 14-17678

Chapter 11 Petition Date: September 24, 2014

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

Judge: Hon. Magdeline D. Coleman

Debtor's Counsel: Barry A. Solodky, Esq.
                  NIKOLAUS & HOHENADEL, LLP
                  212 North Queen Street
                  Lancaster, PA 17603
                  Tel: 717-299-3726
                  Fax: 717-299-1811
                  Email: bsolodky@n-hlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dean Landis, president.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/paeb14-17678.pdf


DELTA PRODUCE: District Judge Vacates PACA Counsel Fee Order
------------------------------------------------------------
Senior District Judge David Alan Ezra in San Antonio, Texas,
vacated the bankruptcy court's order granting the Third and Final
Fee Application of Craig A. Stokes, Special PACA Counsel to Delta
Produce L.P.

Kingdom Fresh Produce, Inc., I. Kunik Company, Inc., Five Brothers
Jalisco Produce Co. Inc. d/b/a Bonanza 2001, Rio Bravo Produce
Limited, LLC, and G.R. Produce, Inc., took an appeal from the
bankruptcy court's order.

The Special Counsel was appointed to adjudicate claims made
pursuant to the Perishable Agricultural Commodities Act of 1930
("PACA"), 7 U.S.C. Sec. 499(a)-(t).  Three PACA lawsuits were
filed in the United States District Courts for the Western
District of Texas against Delta Produce, a local produce company.

The case is KINGDOM FRESH PRODUCE, et al., Appellants, v. BEXAR
COUNTY, et al., Appellees, No. 5:14-CV-000022-DAE (W.D. Tex.).  A
copy of the Court's Sept. 22, 2014 Memorandum Opinion and Order is
available at http://is.gd/HTtEWKfrom Leagle.com.

Delta Produce, L.P. filed a voluntary Chapter 11 petition (Bankr.
W.D. Tex. Case No. 12-50073) on Jan. 3, 2012.  On the same day,
Superior Tomato-Avocado, Ltd. filed a voluntary Chapter 11
petition (Case No. 12-50074).  On Jan. 19, 2012, the Bankruptcy
Court entered an order directing that the two cases be jointly
administered.


DETROIT, MI: Board Approves $450 Million in Hockey Arena Bonds
--------------------------------------------------------------
Reuters reported that the Michigan Strategic Fund board gave final
approval for the sale of up to $450 million of 30-year revenue
bonds for a downtown Detroit arena that will be home to the
National Hockey League's Detroit Red Wings.  According to the
report, the financing plan calls for $250 million of tax-exempt
bonds backed by increases in tax collections on real estate and
personal property from the development.  The bonds will be priced
through underwriter Merrill Lynch, while another $200 million of
variable-rate taxable bonds backed by arena concession fee
payments will be privately placed with Comerica Bank, the report
related.

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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

                           *     *     *

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


DIOCESE OF STOCKTON: Additional Claims Filed
--------------------------------------------
Jennie Rodriguez-Moore, writing for Record.com, reported that the
Diocese of Stockton said it has received 34 claims of sexual abuse
since it notified the public of a deadline to file those claims
imposed by the U.S. Bankruptcy Court, but said no no priest in
active ministry was named in those claims.

                     About Diocese of Stockton

The Diocese of Stockton, California was established on Feb. 21,
1962, by Pope John XXIII from the territory formerly located in
the Archdiocese of San Francisco and the Diocese of Sacramento.
The Diocese, comprising the six counties of San Joaquin,
Stanislaus, Calaveras, Tuolumne, Alpine, and Mono, currently
serves approximately 250,000 Catholics in 35 parishes.

As a religious organization, The Roman Catholic Bishop of
Stockton ("RCB") has no significant ongoing for-profit business
activities.  Revenue for the RCB principally comes from the annual
ministry appeal, fees for services provided to non-RCB entities,
donations, grants, and RCB ministry revenue.

When the Diocese was created, most, if not all, of the property of
the Parishes (excluding the pre- and/or elementary (K-8) schools)
was held in the name of the RCB. The RCB also held the property
for the cemeteries in the Diocese as well as some of the real
property to be used for future parishes.

Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.

In Stockton's case, the RCB filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Cal. Case No. 14-20371) in Sacramento on Jan. 15,
2014.  Judge Christopher M. Klein oversees the case.  Attorneys at
Felderstein Fitzgerald Willoughby & Pascuzzi LLP serve as counsel
to the Debtor.

Stockton scheduled total assets of more than $7.2 million against
debt totaling $11.85 million.  The schedules also show that the
diocese has $1.6 million in secured debt.  Creditors of the
diocese assert $367,290 in unsecured priority claims and $9.88
million in unsecured non-priority claims.


DREIER LLP: Marc Dreier Pens Legal Plea From Prison
---------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that former lawyer Marc Dreier, who is serving a 20-year prison
sentence after pleading guilty to cheating investors, wrote a plea
from prison, opposing demands for him to testify in person in
connection with a bankruptcy trial involving one of his former
investors and his eponymous law firm.  According to the report,
Mr. Dreier, in a typewritten letter, said he doesn't want to leave
the confines of the low-security federal prison in Minnesota where
he's doing time to testify in the New York-based trial.

              About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Diamond McCarthy LLP.  Dickstein Shapiro LLP is the
trustee's special trial counsel.

Wachovia Bank National Association; the Dreier LLP Chapter 11
Trustee; and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier
pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.

The May 15, 2014, edition of The Troubled Company Reporter said
the Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York confirmed the second amended Chapter
11 plan of liquidation filed by Sheila M. Gowan, the Chapter 11
trustee for Dreier LLP, and the Official Committee of Unsecured
Creditors.


DYNAVOX INC: Has Until Oct. 3 to File Chapter 11 Plan
-----------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware extended the exclusive period in which Dynavox, Inc.,
et al., may file a Chapter 11 plan through and including Oct. 3,
2014, and the exclusive period in which the Debtors may solicit
acceptances of the plan through and including Dec. 2.

The Debtors said in court papers that they need the additional
time to conclude their Chapter 11 cases, and said they have a
working draft plan and disclosure statement that are close to
being finalized.

                         About Dynavox Inc.

DynaVox Intermediate LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case No. 14-10785) on April 6, 2014.  Two of its
affiliates, DynaVox Inc. and DynaVox Systems Holdings LLC, also
filed for bankruptcy (Case Nos. 14-10791 and 14-10790) the
following day.  The Debtors estimated assets and debts of at least
$10 million.  Cousins, Chipman & Brown, LLP, serves as the
Debtors' counsel.  Judge Peter J. Walsh presides over the case.

DynaVox Inc. (OTC: DVOX) is a holding Company with its
headquarters in Pittsburgh, Pennsylvania, whose primary operating
entities are DynaVox Systems LLC and Mayer-Johnson LLC.  DynaVox
provides speech generating devices and symbol-adapted special
education software to assist individuals in overcoming their
speech, language and learning challenges.


ENERGY FUTURE: Wants More Time to Remove Titus Action
-----------------------------------------------------
The Bankruptcy Court will convene a hearing on Oct. 17, 2014, at
9:30 a.m., to consider Energy Future Holdings Corp., et al.'s
motion to extend until Nov. 9, the period to remove a certain
civil action.

On Aug. 11, the Debtor, Luminant Generation Company, LLC filed a
certain civil action against the Titus County Appraisal District,
Luminant Generation Company, LLC v. Titus County Appraisal
District, in the District Court of Titus County, Texas.  The
Action appeals a June 30, 2014 order of the Titus County Appraisal
Review Board (ARB) determining the appraised value and market
value of certain property owned by Luminant.

Luminant alleged, among other things, that the appraised value and
the market value of the property as determined by the ARB exceed
the value thereof required by law for the tax year 2014, and thus
violate the Texas Tax Code.

Luminant also alleged that the ARB's determination of the
appraised value and market value of the property violates the
equal protection and due process clauses of the Fourteenth
Amendment of the U.S. Constitution and Article VIII of the Texas
State Constitution for assessing an ad valorem tax that exceeds
the fair cash market value of the property.

According to the Debtor, although Luminant has appealed the ARB's
appraisal order, Luminant has entered into good faith negotiations
with the defendant, through informal mediation, with the goal of
resolving the dispute and agreeing to an appraised value for the
property.  At the conclusion of the mediation on Sept. 3,Luminant
proposed a settlement offer.

                       About Energy Future

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

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

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

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

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

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

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

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

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


EVERYWARE GLOBAL: Alvarez & Marsal Director Named Interim CFO
-------------------------------------------------------------
Bernard Peters, executive vice president and chief financial
officer of EveryWare Global, Inc., resigned from the Company
effective Oct. 3, 2014, according to a regulatory filing with the
U.S. Securities and Exchange Commission.

On Sept. 23, 2014, the board of directors of the Company appointed
Joel Mostrom as interim chief financial officer of the Company,
with that appointment effective Oct. 3, 2014.

Mr. Mostrom, 58, has served in various roles with Alvarez &
Marsal, a management consulting firm, since September 2009. Mr.
Mostrom currently serves as Senior Director with A&M's Real Estate
Advisory Services group.  Prior to that, Mr. Mostrom served as
Senior Director of A&M's Private Equity Services group in New
York, where he has served as a financial advisor or interim chief
financial officer for a number of companies acquired by private
equity firms.  Before joining A&M in 2009, Mr. Mostrom served as
an executive vice president and chief financial officer of
Chesapeake Corporation, a publicly-traded company with annual
sales of approximately $1 billion.

On Sept. 23, the Company entered into an agreement with A&M
providing for Mr. Mostrom's services as the Company's interim
chief financial officer and additional support personnel as
needed.

A&M will receive a bi-weekly fee at the rate of $31,680 per week
for the services of the CFO, which fee will be paid weekly on or
prior to the first day of the week for which such fee applies.

In addition, A&M will receive fees for the services of any
Engagement Personnel besides the CFO based on the following hourly
rates:

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

A&M will be reimbursed for its reasonable out-of-pocket expenses
incurred in connection with this assignment, such as travel,
lodging, messenger and telephone charges.  All fees and expenses
will be billed and payable on a bi-weekly basis.

Mr. Mostrom will remain an employee of A&M in his capacity as
senior director while he serves as the Company's interim chief
financial officer.

                           About EveryWare

EveryWare Global, Inc. is a global marketer of tabletop and food
preparation products for the consumer and foodservice markets,
with operations in the United States, Canada, Mexico, Latin
America, Europe and Asia.  Its global platform allows it to market
and distribute internationally its total portfolio of products,
including bakeware, beverageware, serveware, storageware,
flatware, dinnerware, crystal, buffetware and hollowware; premium
spirit bottles; cookware; gadgets; candle and floral glass
containers; and other kitchen products, all under a broad
collection of widely-recognized brands.

As of June 30, 2014, the Company had $274.33 million in total
assets, $400.64 million in total liabilities and a $126.30 million
total stockholders' deficit.

For the six months ended June 30, 2014, the Company reported a net
loss of $65.29 million on $194.63 millin of total revenues
compared to a net loss of $2 million on $200.18 million of total
revenues for the same period during the prior year.

                            *    *    *

As reported by the TCR on Aug. 6, 2014, Standard & Poor's Ratings
Services raised its corporate credit rating on EveryWare Global
Inc. to 'CCC+' from 'CCC-'.  "The upgrade reflects our view that a
default scenario is less likely as a result of a $20 million
investment from majority owner, Monomoy Capital Partners, in
addition to a waiver received for the covenant default in the
quarter ended March 2014 and the expected covenant default in the
quarter ended June 2014.


EXTENDED STAY: Willkie Farr Again Escapes Suit Over $100M Loss
--------------------------------------------------------------
Law360 reported that a New York appeals court affirmed tossing a
legal malpractice suit that the founder of The Lightstone Group
LLC and former head of Extended Stay Inc. lobbed against Willkie
Farr & Gallagher LLP over $100 million in personal liability
incurred from the hotel chain's bankruptcy.  According to the
report, affirming a lower court's dismissal of the suit, the
appeals panel rejected Lightstone founder David Lichtenstein's
various arguments that he could have escaped the liability if
Willkie Farr hadn't advised him to authorize the hotel chain's
voluntary bankruptcy filing.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 (Bankr.
S.D.N.Y. Case No. 09-13764) on June 15, 2009.  Judge James M. Peck
handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, in New York, represents the Debtors.  Lazard Freres &
Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.  The Official Committee of
Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T.
Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP,
in New York, as counsel.  Extended Stay had assets of $7.1 billion
and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July 2010.

                        *     *     *

Troubled Company Reporter , May 29, 2014 ( Source: TCR)

Standard & Poor's Ratings Services assigned Charlotte, N.C.-based
hotel company Extended Stay America Inc. its 'B+' corporate credit
rating.  The rating outlook is positive.

At the same time, S&P assigned ESH Hospitality Inc.'s proposed
$375 million senior secured term loan due 2019 its 'B+' issue-
level rating (same as the corporate credit rating), with a
recovery rating of '3', indicating S&P's expectation for
meaningful (50% to 70%) recovery in the event of a payment
default.  The company plans to use the proceeds, together with
cash on hand, to repay about $365 million of high coupon mezzanine
loans and pay fees and expenses.


FERRO CORPORATION: Vetriceramici Deal No Impact on Ba3 Rating
-------------------------------------------------------------
Moody's says that Ferro Corporation's (Ferro, Ba3) announced
acquisition of Vetriceramici S.p.A. for EUR83 million
(approximately $108 million) is a modest credit positive, but does
not impact the Ba3 rating or stable outlook.

Ferro Corporation, headquartered in Cleveland, Ohio, is a global
producer of an array of specialty materials and chemicals
including coatings, enamels, pigments, and specialty chemicals for
use in industries ranging from construction to automotive to
telecommunications. Ferro operates through two business groups;
Performance Materials and Performance Chemicals which contribute
69% and 31% to revenues, respectively. Revenues were $1.6 billion
for the LTM ended June 30, 2014. (Pro forma for the July 1, 2014
sale of the Specialty Plastics business revenues for the LTM
ending June 30, 2014 are approximately $1.4 billion.)


FIAT CHRYSLER: Recalls 350,000 Cars Over Ignition Switch
--------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
Fiat Chrysler Automobiles recalled about 350,000 vehicles around
the world to repair a faulty ignition switch that in some cases
could cut power to the vehicle's air bags, steering and the
engine.  According to the report, the auto maker said ignition
keys on certain 2008 model-year vehicles may not fully return to
the "on" position after starting, which would result to the
windshield defroster and wipers losing power.

                      About Chrysler Group

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

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

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

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

                           *     *     *

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


FIELD FAMILY: Hearing on Bid to Use Cash Collateral Cancelled
-------------------------------------------------------------
The hearing on the motion to allow Field Family Associates, LLC's
use of cash collateral in which lender Wells Fargo Bank, N.A.,
asserts an interest has been cancelled because the debt has been
paid in full.

The Debtor was authorized to use the cash collateral until (a) the
Effective Date of a confirmed plan of reorganization; and (b) the
week beginning September 22, 2014.

Wells Fargo serves as trustee for the Registered Holders of J.P.
Morgan Chase Commercial Mortgage Securities Trust 2007-CIBC18,
Commercial Mortgage Pass-Through Certificates, Series 2007-CIBC18.

As reported in the Troubled Company Reporter on May 20, 2014,
Wells Fargo contends that there remains due and owing and payable
to lender pursuant to the loan documents, as of July 2, 2012, not
less than $38,853,980, including not less than $30,930,649 in
outstanding principal, plus not less than $226,137 in accrued and
unpaid interest thereon, including default interest, plus not less
than an estimated defeasance fee of $8,295,170, plus late charges,
plus additional amounts due and owing pursuant to the loan
documents, all of which the lender contends continues to accrue.

                       About Field Family

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

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

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

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


FIRED UP: Oct. 2 Hearing on Bid to Amend July 7 Sale Order
----------------------------------------------------------
The Bankruptcy Court will convene a hearing on Oct. 2, 2014, at
1:30 p.m., to consider Fired Up, Inc.'s motion to amend an order
approving the motion to approve sale of property located in
Abilene, Texas.

The Debtor noted that the Court order provided that LG
Acquisitions has to consummate the sale.  The Debtor is seeking to
modify the order entered on July 7, 2014, to permit a sale of the
Abilene Property to Moondance Investments, Ltd., under the same
terms and conditions, and if the sale to Moondance Investments is
not consummated, to any other party as long as the net to the
estate prior to payment of the liens on the property is within six
percent of the amount that the sale to LG Acquisitions would have
yielded.

The Debtor owns the land, building, fixtures and personal property
located at 4157 Buffalo Gap Road, Abilene, Texas.  It was the
location of one of its Italian restaurants (Store No. 102) until
December 2013, when the restaurant was closed.

On May 22, 2014, Debtor and LG Acquisitions, LLC entered into a
Contract of Sale for the Abilene Property in the amount of
$1,725,000.  According to the Debtor, the contract provided LG
Acquisitions with a "contingency period" of 60 days in which it
had the unilateral right to terminate the Contract and to receive
a refund of all its Earnest Money.  LG Acquisitions timely
exercised this right and terminated the LG Acquisitions Contract
on Aug. 4, 2014.  There were no offers for the Abilene Property
since the termination by LG Acquisitions of its contract with
Debtor.

The Debtor tells the Court that Moondance Investments has made an
offer to the Debtor to purchase the Abilene Property for the same
price and under the same terms as set forth in the LG Acquisitions
Contract less the amount of the broker's commission of six percent
if it is determined that Debtor's agreement with John T. Evan
Company does not cover such sale.

Moondance Investments, Ltd. is a Texas limited partnership.
Cherokee Cafe, Inc. is the General Partner and is owned in its
entirety by Lynn Ford, wife of Creed Ford III, Debtor's principal.
The limited partners are Creed Ford III and Lynn Ford.  The
General Partner owns 1% of the limited partnership and each of the
limited partners owns 49.5%.

At the hearing, the Court will also consider motions to reject
lease and to assume lease.

                       About Fired Up, Inc.

Fired Up, Inc., the Austin, Texas-based owner and operator of the
Johnny Carino's Italian restaurant chain, sought Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on
March 27, 2014, in Austin.  The Debtor is represented by attorneys
at Barron & Newburger, P.C., in Austin.  It estimated assets and
debt of $10 million to $50 million.

As of the bankruptcy filing, Fired Up had 2,900 employees and
owned and operated 46 company-owned stores known as Johnny
Carino's Italian in seven states (Texas, Arkansas, Colorado,
Louisiana, Idaho, Kansas and Missouri) and 61 franchised or
licensed locations in 17 states and four other countries (Bahrain,
Dubai, Egypt and Kuwait).

The company began its own "out of court" reorganization in the
last quarter of 2013 by closing 20 unprofitable restaurants.  The
company later opted to seek bankruptcy protection to tie up the
"loose ends" of its self-imposed "reorganization" that did not
appear capable of being tied up without litigation.  In
particular, the provisions of the Bankruptcy Code with respect to
the rejection of burdensome leases and the ability to propose and
pay out its debts pursuant to a Plan without piecemeal prosecution
by random uncooperative creditors undermining same were
particularly attractive.

For the fiscal year ending June 27, 2012, the company reported
total revenues of $125.7 million, net income of $614,000, and
guest counts of 8.6 million.  For the fiscal year ending June 26,
2013, the company reported total revenues of $120.8 million, a net
loss of $5.9 million, and guest counts totaling 8.5 million.

The Debtor disclosed $10,360,877 in assets and $36,139,375 in
liabilities.

Creed Ford III is the majority shareholder and has served as
president and CEO since 2008.   Mr. Ford and Norman J. Abdallah
formed Fired Up in 1997 for the purpose of acquiring the then six-
unit Johnny Carino's Italian Kitchen chain from Brinker
International, Inc.

The U.S. Trustee appointed a seven-member Official Committee of
Unsecured Creditors.  The Committee tapped Pachulski Stang Ziehl &
Jones LLP as its counsel, and FTI Consulting, Inc. as its
financial advisor.


FIRST INDUSTRIAL: Fitch Raises IDR to 'BBB-' From 'BB+'
-------------------------------------------------------
Fitch Ratings has upgraded the credit ratings for First Industrial
Realty Trust, Inc. (NYSE: FR) and First Industrial, L.P.
(collectively, First Industrial) as follows:

First Industrial Realty Trust, Inc.

   -- Issuer Default Rating (IDR) to 'BBB-' from 'BB+'.

First Industrial, L.P.

   -- IDR to 'BBB-' from 'BB+';
   -- $625 million unsecured revolving credit facility to 'BBB-'
      from 'BB+';
   -- $200 million senior unsecured term loan to 'BBB-' from
      'BB+';
   -- $364.8 million senior unsecured notes to 'BBB-' from 'BB+'.

The Rating Outlook has been revised to Stable from Positive.

KEY RATING DRIVERS

The upgrade of First Industrial's IDR to 'BBB-' reflects the
company's leverage that is expected to sustain at levels
appropriate for an investment grade-rated industrial REIT through
the cycle and improving fixed-charge coverage due to favorable
fundamentals.  Credit strengths include a granular portfolio by
location and tenant, and FR's good liquidity position.
Unencumbered asset coverage of unsecured debt is adequate for the
'BBB-' rating.  Offsetting these strengths but captured in the
rating is the company's lower portfolio quality and lack of access
to the investment grade unsecured bond market since 2007; access
to other capital sources is evidenced by multiple common stock
offerings, secured debt transactions and the closing of a 7-year
unsecured bank term loan in 2014.

Speculative development is an element of FR's business that
increases risk in the short term but should improve asset quality
going forward, and the company has established a self-imposed cap
of $250 million of committed development, which Fitch views
favorably.  FR has recently made substantial progress on leasing
up completed and in-progress developments, further bolstering
corporate cash flow.

Investment Grade Industrial REIT Leverage Through-the-Cycle
FR's 6.6x leverage ratio as of June 30, 2014 (6.4x in 2Q'14) is
appropriate for the 'BBB-' rating.  Fitch projects that leverage
will sustain in the mid-6.0x range through 2016 due primarily to
SSNOI growth (Fitch assumes 4.0% same-store NOI growth in 2014,
2.5% in 2015 and 1.5% in 2016), offset by debt expected to be
incurred to fund development.  In a stress case not anticipated by
Fitch in which the company's same-store NOI declines by levels
experienced during 2009 - 2010, leverage would approach 7.0x,
which would remain adequate for the 'BBB-' rating.  Fitch's
leverage threshold of 7.0x or lower for a 'BBB-' rating for First
Industrial acknowledges the company's higher portfolio yields.
Fitch defines leverage as net debt to TTM recurring operating
EBITDA.

Improving Fundamentals and Fixed-Charge Coverage

Positive net absorption continues to benefit FR's portfolio while
macro industrial indicators such as manufacturing levels, housing
starts and homebuilder confidence indicate that demand may
continue to outpace supply.  For the six months ended June 20,
2014, the company's cash leasing spreads grew by 2.1% and
occupancy also increased slightly to 93.0% as of June 30, 2014.
Prior to 2014, First Industrial was increasing occupancy to the
detriment of rental rates; cash rental rates declined by 3.4% in
2013 after declining by 4.7% in 2012 and 11.8% in 2011.  Average
occupancy increased to 92.9% at year-end 2013, substantial growth
from the trough of 81.4% in 1Q'10.

Cash SSNOI growth has been positive since 1Q'12 (2.4% in 2Q'14,
2.3% in 1Q'14, and 2.7% in 2013).  Fitch's base case projects an
increase in occupancy to 95% by year-end 2015 and rental rate
growth in the mid-single digits over the next several years, as
the company has been renewing between 70% and 80% of leases at
low-to-mid single digit spreads (though new leases continue to
trend negatively).  This should result in SSNOI growth of 2.5% for
2015 and 1.5% for 2016.

Expected SSNOI growth, a slightly lower cost of debt capital as
the company looks to refinance higher cost unsecured and secured
debt with new lower cost unsecured debt, and lack of preferred
dividends, should result in fixed charge coverage approaching 2.5x
by 2016, which is appropriate for a 'BBB-' rating.  In Fitch's
stress case, fixed charge coverage would remain above 2.0x, which
would be adequate for the 'BBB-' rating.  Fixed charge coverage
was 2.1x in 2Q'14 (2.0x TTM), up from 1.7x in 2013 and 1.4x in
2012.  Fitch defines fixed charge coverage as recurring operating
EBITDA less recurring capital expenditures less straight-line rent
adjustments divided by total interest incurred and preferred stock
dividends.

Granular Portfolio

The portfolio is not overly dependent on any given region or
tenant, with top markets as of June 30, 2014 being Southern
California including Los Angeles, the Inland Empire and San Diego
(10.8% of 2Q'14 rental income), Minneapolis/St. Paul (7.8%),
Chicago (7.4%), Central Pennsylvania (7.1%), and Dallas/Ft. Worth
(5.8%).  First Industrial's top tenants as of June 30, 2014 were
ADESA (2.8% of 2Q'14 rent), Quidsi (2.0%), Ozburn-Hessey Logistics
(1.8%), General Services Administration (1.4%) and Harbor Freight
Tools (1.2%).  The company's cash flow is durable, absent tenant
credit issues, as shown by a weighted average lease term of
approximately six years as of June 30, 2014.

Good Liquidity Position

As of June 30, 2014 liquidity coverage (calculated as liquidity
sources divided by uses) is good at 1.4x for the period July 1,
2014 to Dec. 31, 2016.  Sources of liquidity include unrestricted
cash, availability under the company's unsecured credit facility,
and projected retained cash flows from operating activities after
dividends and distributions.  Uses of liquidity include debt
maturities and projected recurring capital expenditures and
remaining cost-to-complete developments.  After somewhat limited
debt maturities for the remainder of 2014 and full-year 2015, when
0.4% and 2.7% of debt matures, maturities are more meaningful in
2016, when 18.2% of debt matures.

Internally generated liquidity is strong, as the company's
adjusted funds from operations (AFFO) payout ratio was 51.0% in
2Q'14, up slightly from approximately 50% in full year 2013.
Based on the current payout ratio, the company would retain
approximately $50 million in annual cash flow.

Adequate Unencumbered Asset Coverage

The company placed mortgage debt on the portfolio from 2009 -2012
on many of the company's stronger assets to address maturing
corporate debt and fund open market unsecured debt repurchases,
however stopped encumbering the portfolio in 2013 as the company's
near-term debt maturities became more manageable and FR continued
to issued equity in follow-on offerings and via ATM programs.
Unencumbered assets represented 66.9% of total assets as of
June 30, 2014 compared with the high 90% range pre-crisis.  The
implied value of unencumbered assets (2Q'14 unencumbered NOI
divided by a stressed capitalization rate of 9.5% reflective of
some adverse selection) covered net unsecured debt by 2.1x as of
June 30, 2014, which is adequate for the 'BBB-' rating.

Lower Quality Portfolio

Despite FR's diversification by geography and tenant, First
Industrial's portfolio has an older vintage and is generally of
weaker quality, as measured by average rent per square foot of
$4.50.  This compares with $4.70 for Duke Realty Corporation's
industrial portfolio, $4.93 for EastGroup Properties, Inc., $4.94
for Liberty Property Trust's distribution portfolio, $5.09 for DCT
Industrial Trust, Inc. and $5.50 for Prologis, Inc. FR's rent PSF
exceeds that of STAG Industrial, Inc. ($4.17 PSF).  FR's 93.0%
occupancy as of June 30, 2014 was similar to that of LPT's
distribution portfolio (92.8%) and DCT (93.4%), but below STAG
(94.5%), PLD (94.6%), EGP (95.0%), and DRE's industrial portfolio
(95.6%).

Last Bond Offering in 2007; Other Proven Capital Sources

Since 2009, the company issued $631.7 million of common equity at
a weighted average premium to net asset value of 3.8%.  In March
2014, FR announced a $200 million at-the-market (ATM) equity
offering program, which replaced its previous program (the
company's 2012 ATM was for $125 million).

FR has not issued unsecured bonds since May 2007 and currently has
$364.8 million of unsecured bonds outstanding.  In Jan. 2014, FR
entered into a $200 million unsecured term loan that matures in
2021 and was initially priced at LIBOR plus 175 basis points
(swapped to fixed at 4.04% per annum initially).  In July 2013,
First Industrial increased the capacity of its unsecured revolver
to $625 million from $450 million, extending the maturity to
September 2017 (before a one-year extension option) from December
2014 and reducing the borrowing spread based on the company's
current leverage ratio to LIBOR plus 150 basis points from LIBOR
plus 170 basis points.

Self-Imposed Cap on Speculative Development

As of June 30, 2014, the company had three developments in
process: Interstate North Business Park in Minneapolis/St. Paul,
First Pinnacle Industrial Center in Dallas and First Northwest
Commerce Center in Houston.  Cost to complete (CTC) is contained
at 1.3% of gross asset value as of June 30, 2014.  Fitch views
favorably the company's self-imposed cap of $250 million of
committed development.  Developments in process had a total
expected investment of $64.7 million as of June 30, 2014, well
below the committed development cap.  The company has 476.9 acres
of land held for future development.  If the company reached the
$250 million cap, which is not Fitch's expectation, CTC would
reach 7.0% of gross asset value.

In recent months, the company announced pre-leasing at Interstate
North Business Park, First Pinnacle Industrial Center and several
completed developments (First Logistics Center @ I-83 in York, PA,
First Figueroa Logistics Center in Los Angeles, and First Bandini
Logistics Center in Los Angeles County), which should improve
corporate cash flow going forward.

Preferred Stock Rating Withdrawal

Fitch has withdrawn the 'BB-' rating on First Industrial Realty
Trust, Inc.'s $75 million preferred stock.  On March 6, 2014, FR
redeemed all 6.236% Series F preferred stock and on March 31,
2014, FR redeemed all 7.236% Series G preferred stock.  The
company no longer has preferred stock outstanding, and these
ratings are no longer relevant to the agency's coverage.

Stable Outlook

The Stable Outlook reflects Fitch's expectation of leverage to
remain around 6.5x and fixed-charge coverage to approach 2.5x over
the next several years.  FR's management team has successfully
executed its goals, which include a debt plus preferred stock-to-
EBITDA range of between 6.0x and 7.0x.  Fitch anticipates a bond
offering by year-end 2015 to refinance the company's 5.75% notes
due January 2016.

RATING SENSITIVITIES

Over the next 12-to-24 months, Fitch does not expect management to
operate the company consistent with the following factors that
could result in positive momentum in First Industrial's ratings
and/or Outlook:

   -- Fitch's expectation of leverage sustaining below 6.0x (2Q'14
      leverage was 6.4x and TTM leverage was 6.6x);

   -- Fitch's expectation of fixed charge coverage sustaining
      above 2.5x (2Q'14 fixed charge coverage was 2.1x and TTM
      fixed charge coverage was 2.0x);

   -- Fitch's expectation of unencumbered asset coverage (based on
      a stressed 9.5% capitalization rate) of net unsecured debt
      sustaining above 2.5x (this ratio was 2.1x as of June 30,
      2014).

These factors may result in negative momentum on the ratings
and/or Rating Outlook:

   -- Fitch's expectation of leverage sustaining above 7.0x;

   -- Fitch's expectation of fixed-charge coverage sustaining
      below 2.0x;

   -- Fitch's expectation of unencumbered asset coverage (based on
      a stressed 9.5% capitalization rate) of net unsecured debt
      sustaining below 2.0x;

   -- Fitch's expectation of liquidity coverage sustaining below
      1.0x (this ratio is 1.4x for the period July 1, 2014 to
      Dec. 31, 2016).


FIRST MARBLEHEAD: Has $37.57-Mil. Net Loss for FY Ended June 30
---------------------------------------------------------------
First Marblehead Corporation filed with the U.S. Securities and
Exchange Commission on Sept. 10, 2014, its annual report on Form
10-K for the fiscal year ended June 30, 2014.

The Company disclosed a net loss of $37.57 million on $44.16
million of total revenues for the fiscal year ended June 30, 2014,
compared with a net loss of $50.2 million on $39.97 million of
total revenues in 2013.

The Company's balance sheet at June 30, 2014, showed $442.88
million in total assets, $296.39 million in total liabilities and
stockholders' equity of $146.5 million.

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

                       http://is.gd/hIQxUD

The First Marblehead Corporation, is a specialty finance company
focused on education loan programs for K-12, undergraduate and
graduate students in the United States, as well as tuition
planning, tuition billing, refund management and payment
technology services. It also offers a number of ancillary services
in support of its clients, including loan origination, retail
banking, portfolio management and securitization services. It
offers an integrated suite of services through its Monogram loan
product service platform, which the Company refers to as the
Monogram platform, as well as certain services on a stand-alone,
fee-for-service basis. Its subsidiary Union Federal Savings Bank,
which the Company refers to as Union Federal, offers retail
banking products, including education loans, residential and
commercial mortgage loans, time and savings deposits and money
market deposit accounts. In October 2012, the Company acquired
Cology, Inc.


FREEDOM INDUSTRIES: Judge Directs Co. to Complete Spill Cleanup
---------------------------------------------------------------
Tom Corrigan, writing for Daily Bankruptcy Review, reported that a
bankruptcy judge in West Virginia told Freedom Industries Inc.,
the company behind a disastrous chemical spill on the Elk River,
that it must prioritize its dwindling resources to clean up the
site of the contamination while holding down its legal expenses.
According to the DBR report, Freedom Industries was in court to
answer "serious questions" raised by Judge Ronald Pearson after
the company suggested it would walk away from the cleanup of the
spill site.

Law360 reported that Judge Pearson rejected a water company's
objection to Freedom's $2.9 million class action settlement over
the chemical spill, finding the agreement is reasonable.
According to Law360, West Virginia American Water Co., which has
an unsecured claim against Freedom in the bankruptcy case,
objected to a proposed stipulation between Freedom and the
plaintiffs in the district court case outlining the terms of the
deal.

                      About Freedom Industries

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

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

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

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

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

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

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


FREEDOM INDUSTRIES: Okayed to Expand Arcadis Services
-----------------------------------------------------
The Bankruptcy Court authorized Freedom Industries, Inc., to
expand terms of employment of ARCADIS U.S., Inc. as environmental
consultant effective as of Sept. 1, 2014.

The Debtor sought to expand the retention of ARCADIS because of
the firm's ability to provide onsite project management oversight,
environmental testing, remediation planning and oversight, and
technical support.  The expanded retention of ARCADIS will ensure
that the terms of the DEP Consent Order will be effectuated and
that remediation of the Etowah Facility proceeds to completion.

The hourly rates charged by ARCADIS are consistent with the rates
charged in comparable non-bankruptcy matters and are subject to
periodic adjustments to reflect economic and other conditions.
The Debtor will pay ARCADIS on a weekly basis its arrears for work
performed and expenses incurred by ARCADIS in the prior week.

ARCADIS' current customary hourly rates for the individuals
expected to participate in the cases range from $55 to $200 per
hour.

Pursuant to the terms of the engagement letter providing for
expanded services submitted by ARCADIS, the total cost of time and
expenses charged to the Debtor for its expanded role in the
bankruptcy case will not exceed $263,775 with respect to the
continuation of services approved by the Bankruptcy Court in the
Original ARCADIS application and $305,110 with respect to facility
assessment and reporting.

                      About Freedom Industries

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

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

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

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

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

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

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


FREEDOM INDUSTRIES: Court Denies Bid for Exclusivity Extensions
---------------------------------------------------------------
The Bankruptcy Court denied the request of Freedom Industries Inc.
for extension of exclusivity period in connection with the chapter
11 plan and disclosure statement.

The Court, in its order, stated that it fears the Debtor is not
sufficiently committed to compliance with the demolition and
cleanup order of the Department of Environmental Protection or
other agencies of the State and Federal Government.

In this connection, the Court scheduled a Sept. 23 hearing for the
Debtor to address the concerns and outline a plan to fund all
remaining demolition and reclamation required by state and federal
regular authorities.

The Court also scheduled a Sept. 23 hearing on the motion to
compromise and approve settlement agreement and insurance buy?back
between the Debtor and insurer and objection by creditor West
Virginia?American Water Company.

                      About Freedom Industries

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

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

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

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

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

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

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


GLOBAL COMPUTER: Gets Approval to Sell Assets to Gov't for $23.5MM
------------------------------------------------------------------
Global Computer Enterprises, Inc., received court approval to sell
substantially all of its assets to the U.S. Department of Labor
and U.S. General Services Administration.

U.S. Bankruptcy Judge on Sept. 19 signed off on an order
authorizing the company to sell substantially all of its equipment
and intellectual property to the agencies for as much as $23.5
million.

DOL offered to purchase the company's financial management
solutions, including various interfaces, licenses, servers, and
documentation for $5.25 million.  GCE has already received $3.25
million for the assets from the labor agency.

Meanwhile, GSA will purchase ownership of those remaining portions
of the FMS that are necessary to operate the NCFMS, including
equipment, software, IP and other deliverables not procured by
DOL.  GSA offered to purchase the assets for $18.25 million.

                     About Global Computers

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

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

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


GRATON ECONOMIC: Moody's Assigns B2 Rating on New Secured Debt
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Graton Economic
Development Authority's (Graton or the Authority) proposed senior
secured bank debt, including a $100 million 5-year revolver, $350
million 5-year term loan A, and $500 million 6-year term loan B.
Graton's existing ratings, including its B2 Corporate Family
Rating, B2-PD Probability of Default Rating, and the B2 rating on
its existing senior secured bank facility are unchanged. The
existing bank facility ratings will be withdrawn when the
transaction closes. The rating outlook remains stable.

The proposed debt issuance, along with about $40 million of cash
on hand, will be used to refinance Graton's existing $344 million
senior secured term loan due 2018, $450 million 9.625% senior
secured notes due 2019, and pay fees and expenses including early
redemption premiums related to the notes. Although the proposed
refinancing will result in a modest increase in debt, the new
credit agreement will nonetheless give Graton the ability to use
its free cash flow to build an on-property hotel. Graton plans
to begin construction on the 200-room hotel in the first half of
2015 and finish in mid-2016. The project -- which is estimated to
cost $175 million to $200 million -- will also include 20,000 sq.
ft. of banquet space, a large spa, pool and retail space. This
project is expected to improve weekend business as well as mid-
week business with the addition of the banquet space.

Ratings assigned:

Proposed senior secured $100 million 5-year revolver at B2 (LGD3)

Proposed senior secured $350 million 5-year term loan A at B2
(LGD3)

Proposed senior secured $500 million 6-year term loan B at B2
(LGD3)

Ratings unchanged:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$25 million senior secured revolver expiring 2017 at B2 (LGD3)

$375 million senior secured term loan B due 2018 at B2 (LGD4)

$450 million senior secured notes due 2019 at B2 (LGD4)

Ratings Rationale

Graton's B2 Corporate Family Rating (CFR) reflects the Authority's
small size in terms of revenue and single asset profile which
subjects it to greater risks than a multi-facility and more
geographically diversified gaming company. Graton's lack of
diversification makes it more vulnerable to regional economic
swings, market conditions, promotional activity, and earnings
compression. The rating also takes into consideration competition
from several large casinos already operating in Graton's primary
market area although the casino's advantageous location (about 40
miles from San Francisco) helps to partially mitigate this risk.
Other rating constraints include Graton's exposure to on-going
litigation regarding the compact and land-into-trust status, as
well all other credit risks that are common to Native American
gaming issuers, including uncertainty as to enforceability of
lender's claims in bankruptcy or liquidation.

Positive ratings consideration is given to the casino's profitable
preliminary operating results, its strong pro forma interest
coverage and modest leverage, its strategic location as the
closest class III gaming facility to the San Francisco Bay area.
The ratings also reflect Moody's expectation that the addition of
a hotel will help improve earnings by increasing the casino's mid-
week business.

The stable rating outlook reflects Moody's expectations that
Graton will continue to profitably ramp-up its gaming operations
and achieve debt/EBITDA below 4.5 times and EBIT/interest of above
4.0 times following the opening and ramp-up of the hotel.
Additionally, while recognizing the on-going litigation risk, the
stable outlook does not anticipate material adverse impact from
the litigation in the near term that could weaken Graton's
liquidity position, or the operations of the casino.

The proposed debt issuance is expected to share in a first
priority interest in substantially all gaming assets of Graton.
There is expected to be 1% annual mandatory amortization on both
the term loan A and term loan B. Once the hotel is complete,
mandatory amortization on the term loan A is expected to increase
to 10% annually, with increases thereafter. After the construction
of the hotel, Moody's expects a 50% excess cash flow sweep will be
in effect. The credit agreement is expected to contain a maximum
leverage ratio, minimum fixed charge ratio, and maximum capex
covenants. Graton will be allowed to distribute $6 million of
priority tribal distributions annually and $20 million of
discretionary tribal distributions (with step ups) subject to
leverage and liquidity tests.

Ratings could be lowered if debt/EBITDA increases to above 5.75
times or if liquidity deteriorates for any reason. In addition,
the ratings could be pressured if the validity of the compact or
land-in-trust status is called into question, resulting in
potential disruption to or the cessation of the casino's
operations.

Graton's ratings could go up if it appears that the company can
achieve and maintain debt/EBITDA below 3.75 times and
EBIT/interest above 3.0 times. Any upgrade would require Graton
maintain good liquidity.

The principal methodology used in this rating was Global Gaming
Industry published in June 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.

The Graton Economic Development Authority is a wholly owned,
unincorporated governmental instrumentality of the Federated
Indians of Graton Rancheria, a federally recognized Indian tribe.
The Authority was formed in July 2012 to develop and operate a
casino and entertainment facility located in Sonoma County,
approximately 43 miles north of San Francisco, California, to be
known as the Graton Resort & Casino.

As of June 30, 2014, the Graton Resort & Casino featured about
3,000 slot machines, 131 table games including blackjack, a 20-
table poker room and other various entertainment and dining
offerings. For the six months ended June 30, 2014 net revenue was
approximately $190 million.


GRATON ECONOMIC: S&P Affirms 'B+' ICR; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed all ratings on
Rohnert Park, Calif.-based Graton Economic Development Authority,
including our 'B+' issuer credit rating.  The rating outlook
remains stable.  The Authority is a wholly owned unincorporated
instrumentality of the Federated Indians of Graton Rancheria (the
Tribe).

At the same time, S&P assigned the proposed $950 million senior
secured credit facility (consisting of a $100 million revolving
credit facility due 2019, a $350 million term loan A due 2019, and
a $500 million term loan B due 2020) an issue-level rating of 'B+'
(the same as S&P's issuer credit rating).

S&P does not assign recovery ratings to Native American debt
issues because there are significant uncertainties surrounding the
exercise of creditor rights against a sovereign nation, including
whether the Bankruptcy Code would apply, whether a U.S. court
would ultimately be the appropriate venue to settle such a matter,
and to what extent a creditor would be able to enforce any
judgment against a sovereign nation.

The Authority plans to use the proceeds to retire existing debt,
to pay early redemption premiums, and to pay transaction fees and
expenses.  S&P plans to withdraw its issue-level ratings on the
Authority's existing senior secured term loan and senior secured
notes upon repayment.

"The 'B+' issuer credit rating reflects our assessment of the
Authority's business risk profile as 'weak' and its financial risk
profile as 'aggressive,'" said Standard & Poor's credit analyst
Stephen Pagano.

The stable outlook reflects S&P's expectation that operating
performance will stabilize following the casino's strong opening
and that the Authority will continue to generate good levels of
cash flow that it will use to fund the development of a hotel and
meet tribal distribution needs.  S&P expects the Authority will
maintain adjusted debt to EBITDA and EBITDA to interest in the
mid-4x area through 2015.

S&P could lower its rating on the Authority if future performance
is materially worse than its expectations, such that S&P expects
EBITDA coverage of interest to track below 2x or debt to EBITDA
above 5x.

Although unlikely at this time, S&P could raise its rating, or
revise the outlook to positive, if the casino continues to track
ahead of S&P's expectations, such that EBITDA coverage of interest
remains above 3x, debt to EBITDA improves to below 4x, and FFO to
debt is above 20% on a sustained basis.


GREAT NORTHERN: Files Own Ch.7; Also Faces Involuntary Case
-----------------------------------------------------------
GNP Maine Holdings LLC, dba Great Northern Paper Company, filed a
voluntary petition for Chapter 7 bankruptcy on Sept. 22 (Bankr. D.
Del. Case No. 14-12179) in Wilmington, Delaware.

The next day, three of Great Northern's trade creditors filed an
involuntary Chapter 7 petition (Bankr. D. Maine Case No. 14-
10756).

Darren Fishell and Nick Sambides Jr., writing for Bangor News
Daily, reported that Great Northern's Chapter 7 bankruptcy filing
might have been spurred by advance word of a petition filed
Tuesday by three creditors in federal bankruptcy court in Bangor,
forcing the company into involuntary bankruptcy.

Great Northern owns and operates a waste water treatment plant on
its premises in East Millinocket, Maine.  In its petition, Great
Northern listed $50 million to $100 million in both assets and
liabilities.  It is represented by:

     Mark D. Olivere, Esq.
     CHIPMAN BROWN CICERO & COLE LLP
     1007 North Orange Street, Suite 1110
     Wilmington, DE 19801
     Tel: 302-295-0191

The Company's petition was signed by Robert J. Desrosiers, its
director.

The petitioning creditors are Hartt Transportation Systems Inc.,
allegedly owed $227,528; Lynch Logistics, allegedly owed $176,487;
and Lynco Inc., allegedly owed $9,862.  They are represented by:

     Jeremy R. Fischer, Esq.
     DRUMMOND WOODSUM
     84 Marginal Way, Suite 600
     Portland, ME 04101-2480
     Tel: 207-253-0569
     Fax: 207-772-3627
     E-mail: jfischer@dwmlaw.com

According to the Bangor News Daily, Mr. Fischer wrote in an e-mail
Tuesday that his clients had no advance notice that GNP planned to
file for bankruptcy in Delaware.  Mr. Fischer wrote that
bankruptcy is his clients' "last resort" for recovering any money
after a judgment the creditors won in state court in May.  Mr.
Fischer also wrote that because the company filed for bankruptcy
in Delaware around the same time as the petition, there could be
some question about where that case would proceed. Since most
creditors are in Maine, he wrote it is likely that the Delaware
court would move the venue to Maine, if asked.

The report said Great Northern Paper spokeswoman Alexandra Ritchie
did not immediately return a telephone message seeking comment.

The report also noted that East Millinocket selectmen met Monday
to discuss whether to file a lien on the Company in response to
news that one of GNP's numerous creditors, Northern Construction
Services of Glenburn, scheduled an auction of the mill on Oct. 15
to collect its debt.  According to the report, Maine Superior
Court Justice Ann Murray ruled on May 20 that Northern
Construction Services could sell the land and buildings encumbered
by the lien in 90 days, according to documents filed with the
court and the Penobscot County Registry of Deeds.

The report added that GNP has until Oct. 7 to file missing
documents or risk dismissal of the bankruptcy case.


HAPPY WAVE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Happy Wave LLC
        8 Old Mill Road
        Great Neck, NY 11023

Case No.: 14-74389

Chapter 11 Petition Date: September 24, 2014

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Hon. Robert E. Grossman

Debtor's Counsel: Leo Fox, Esq.
                  630 Third Avenue, 18th Floor
                  New York, NY 10017
                  Tel: (212) 867-9595
                  Fax: (212) 949-1857
                  Email: leofox1947@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

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


HDGM ADVISORY: Court Denied Bid to Convert to Chapter 7 Cases
-------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Indiana denied without prejudice the second amended motion to
convert the Chapter 11 cases of HDGM Advisory Services, LLC and
HDG Mansur Investment Services, Inc., to cases under Chapter 7.

The Motion was filed by creditors KFH Capital Investment Company,
K.S.C.C and Kuwait Finance House Real Estate Company K.S.C.C., and
as joined in by State Bank of Lizton.

The Motion related that by the Debtors' own admission, they have
no business operations and few Choate assets.  Thus, the KFH
Parties argued, the Debtors have no reasonable prospect of
reorganization and cannot be using chapter 11 for any legitimate
purpose.  The Debtors, the KFH Parties added, seem to be seeking
to use their chapter 11 filings to stave off enforcement of
creditors' claims and to shield their owner, Harold D. Garrison,
from liability to creditors.

                  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: Court Refused to Appoint Chapter 11 Trustee
----------------------------------------------------------
Judge James M. Carr of the U.S. Bankruptcy Court for the Southern
District of Indiana denied without prejudice the second amended
motion for appointment of Chapter 11 Trustee in the bankruptcy
cases of HDGM Advisory Services, LLC and HDG Mansur Investment
Services, Inc.

The Motion was filed by Creditors KFH Capital Investment Company,
K.S.C.C and Kuwait Finance House Real Estate Company K.S.C.C.,
joined by State Bank of Lizton.

KFH's Motion noted that the court found Harold D. Garrison, owner
of the Debtors, and the Debtors to have engaged in "massive theft
on the flimsiest of pretexts" on the order of $6.8 million.

Mr. Garrison, HDG Mansur Investment Services, Inc., and a non-
debtor affiliate, HDG Mansur Investment Services Limited, are also
the subject of a lawsuit brought in England by KFH -- whereby KFH
alleged Mr. Garrison, Mansur Investment and Mansur Investment
Limited defrauded KFH by submitting false invoices and making
fraudulent claims and actionable misrepresentations.

The KFH Parties asserted that the man charged with the fiduciary
duty to investigate and pursue the estates' claims against Mr.
Garrison, William Echols, has been Mr. Garrison's employee of for
25 years.  Mr. Garrison pays Mr. Echols's salary through a non-
debtor Garrison affiliate.

Mr. Garrison's non-debtor employees prepared the Debtors'
schedules; Mr. Garrison's non-debtor affiliates will pay the
Debtors' expenses; and Mr. Garrison placed Mr. Echols in charge of
the Debtors two days before the cases were filed, according to the
Motion.  Mr. Echols acknowledged that he would seek guidance from
Mr. Garrison in making decisions on behalf of the Debtors'
estates, the Motion further noted.

The KFH Parties averred that the Debtors, at the direction of Mr.
Echols, have already moved to extend the automatic stay to protect
Mr. Garrison from litigation against the GPIF Funds; and it is
anticipated that under Mr. Echols, they will similarly attempt to
shield Garrison from liability to KFH, the estate's largest
creditor.

                  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 Motion for Appointment of Examiner Granted
-------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Indiana granted the motion for the appointment of an examiner in
the bankruptcy cases of HDGM Advisory Services, LLC and HDG Mansur
Investment Services, Inc.

The Motion was filed by creditors KFH Capital Investment Company,
K.S.C.C., formerly known as Al-Muthanna Investment Company, and
Kuwait Finance House Real Estate Company K.S.C.C., formerly known
as Nakheel United Real Estate.

Judge James M. Carr authorized the Examiner to investigate any and
all claims of the Debtors or their bankruptcy estates against any
entity.  He also gave exclusive authority to the Examiner to
prosecute any claims of the Debtors or their estates against (a)
Harold D. Garrison; (b) the Harold D. Garrison Revocable Trust;
(c) any entity owned, directly or indirectly, by Mr. Garrison or
the Garrison Trust; (d) any insider of the Debtors; and (e) any
affiliate of the Debtors.

The Examiner is also authorized to retain professionals as the
Examiner deems necessary to discharge the duties set forth in the
Order.  The Debtors are directed to cooperate in the Examiner's
investigation and prosecution of claims against the Garrison
Entities.

The Examiner is further authorized to object to any claim of the
Garrison Entities against the Debtors and their estates.  The
Examiner also has the exclusive authority to move to settle any
claims of the Debtors or their estates against the Garrison
Entities.  The Examiner may request further authority from the
Court to prosecute and settle claims of the Debtors or their
estates against any entity.

                  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: May File Disclosure Statement Until October 2
------------------------------------------------------------
HDGM Advisory Services, LLC and HDG Mansur Investment Services,
Inc., sought and obtained an order from the United States
Bankruptcy Court for the Southern District of Indiana extending
the Debtors' time to file a disclosure statement to and including
October 2, 2014.

Michael W. Hile, Esq., at Katz & Korin, PC, in Indianapolis,
Indiana, asserted that the relief requested arose from recent
court orders appointing an examiner in these cases.  He explained
that the appointment requires further Plan revisions and input as
to disclosures from the Examiner.

The Debtors reserved their right to seek further extension.

HDGM Advisory is represented by:

     Michael W. Hile, Esq.
     Christine K. Jacobson, 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

                  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.


HILTON WORLDWIDE: Moody's Affirms B1 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service changed Hilton Worldwide Finance, LLC
rating outlook to positive. Moody's also affirmed its B1 Corporate
Family Rating and B1-PD Probability of Default Rating. At the same
time, Moody's assigned a Speculative Grade Liquidity rating of
SGL-1.

The following ratings are affirmed:

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

$1 billion revolving credit facility due 2018 at Ba3, LGD 3

$5.4 billion (originally $7.6 billion) term loan due 2020 at Ba3,
LGD 3

$1.5 billion senior unsecured notes due 2021 at B3, LGD 5

The following rating is assigned

Speculative Grade Liquidity rating at SGL-1

Ratings Rationale

The change in outlook reflects Moody's expectation that Hilton
will continue to deleverage through a combination of additional
debt repayments and earnings growth. Moody's believes that
Hilton's consolidated debt to EBITDA is likely to fall below 5.5
times over the next twelve months, a level that would support a
higher rating.

The assignment of a Speculative Grade Liquidity rating of SGL-1
acknowledges Hilton's very good liquidity. At June 30 2014, Hilton
had unrestricted cash of about $545 million. After capital and
investment spending, and mandatory debt amortization, Moody's
expect Hilton to generate free cash flow of approximately $1
billion over the next 12 months. The company has a $1.0 billion
revolving credit facility due October 2018. The facility is only
used for a small amount of letters of credit (less than $50
million). The revolving credit and term loan facility contains a
springing first lien net leverage covenant that is only tested if
great than 25% of the revolver is outstanding. Moody's do not
anticipate this covenant being tested.

Hilton's B1 Corporate Family Rating ("CFR") reflects leverage that
is high for the rating category particularly in light of the
industry's sensitivity to economic cycles that can lead to
significant earnings pressure at times. Our ratings are based upon
a consolidated view of Hilton including debt incurred at both its
restricted and unrestricted groups. For the twelve months ended
June 30, 2014, Hilton's consolidated debt to EBITDA was 6.3 times.
The rating also acknowledges Hilton's adequate interest coverage,
with EBIT to interest expense of 2.0 times. The rating is
supported by our positive outlook for the lodging industry and
Hilton's large pipeline of room additions which are expected to
drive higher earnings and cash flow. The rating is also supported
by Hilton's very good liquidity as provided by its sizable free
cash flow and $1 billion revolving credit facility.

The ratings encompass Hilton's large scale (694,000 rooms), well
recognized brands, and good diversification by geography and
industry segment. About 77% of Hilton's rooms are in the US and
23% are located internationally. Also considered is the company's
large exposure (52% of company Adjusted EBITDA) to the hotel
management and franchise business segment that will help Hilton
weather cyclical downturns given the low capital intensity of this
business segment. Hilton's contingent guaranty exposure is small
and its unconsolidated real estate joint ventures are reasonably
leveraged.

Ratings could be upgraded if Hilton reduces and is willing to
maintain debt/EBITDA (Moody's adjusted basis) at or below 5.5
times and EBIT/interest of at least 2.0 times.

Ratings could be lowered if debt/EBITDA increases above current
levels and or free cash flow significantly deteriorates.

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

Hilton Worldwide Holdings Inc. operates one of the world's largest
hotel systems. The company operates 4,202 hotels, resorts and
timeshare properties comprising 693,980 rooms in 93 countries and
territories. Affiliates of The Blackstone Group L.P. own
approximately 66% of Hilton. Following the completion of its
September 2014 secondary offering Blackstone's ownership will be
approximately 56%. Annual net revenues are over $6.7 billion.


HOVNANIAN ENTERPRISES: Gets OK to Amend 2nd Lien Notes Indenture
----------------------------------------------------------------
Hovnanian Enterprises, Inc., announced that its wholly owned
subsidiary, K. Hovnanian Enterprises, Inc., has received the
requisite consents to adopt the proposed amendments to the
indenture governing K. Hovnanian's 9.125% Senior Secured Second
Lien Notes due 2020, according to a regulatory filing with the
U.S. Securities and Exchange Commission.

The Company also announced that K. Hovnanian has modified the
terms of the Consent Solicitation with respect to its First Lien
Notes due 2020 to extend the expiration date to 5:00 p.m., New
York City time, on Sept. 25, 2014.

The Consent Solicitations are made in accordance with the terms
and subject to the conditions stated in a Consent Solicitation
Statement, dated Sept. 11, 2014, and in a related Consent Form, to
holders of record as of 5:00 p.m., New York City time, on
Sept. 10, 2014.

The proposed amendments modify the definition of "Permitted
Indebtedness" in the Indenture to permit K. Hovnanian, the Company
and its Restricted Subsidiaries to incur additional indebtedness
in an amount not to exceed $300 million.

Accordingly, K. Hovnanian, the Company, as guarantor, the other
guarantors party thereto, and Wilmington Trust, National
Association, the trustee and collateral agent under the indenture
related to the Second Lien Notes, executed on Sept. 22, 2014, a
supplemental indenture to the indenture governing the Second Lien
Notes effecting the Proposed Amendments.  Consents under the
Consent Solicitation with respect to the Second Lien Notes may no
longer be revoked.  The Supplemental Indenture is effective and
constitutes a binding agreement among K. Hovnanian, the Guarantors
and the Trustee as of its date of execution.  However, the
Supplemental Indenture, by its terms, provides that the Proposed
Amendments will not become operative unless and until K. Hovnanian
pays the consent consideration to the Information and Tabulation
Agent for the consenting Holders of Second Lien Notes.

Holders of the Second Lien Notes who validly delivered and did not
revoke consents to the Proposed Amendments in the manner described
in the Solicitation Documents prior to the Second Lien Notes
Expiration Date are eligible to receive consent consideration
equal to $2.50 per $1,000 principal amount of Second Lien Notes
for which consents were validly delivered prior to the Second Lien
Notes Expiration Date (and not validly revoked).  Holders of
Second Lien Notes that provide consents after the Second Lien
Notes Expiration Date will not receive consent consideration.

J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and
Credit Suisse Securities (USA) LLC are the Solicitation Agents in
connection with the Consent Solicitations. Persons with questions
regarding the Consent Solicitations should contact J.P. Morgan
Securities LLC at (212) 270-1200 (collect) or (800) 245-8812
(toll-free) (Attention: Liability Management Group), Citigroup
Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745
(toll-free) (Attention: Liability Management Group) or Credit
Suisse Securities (USA) LLC at (212) 325-2476 (collect) or (800)
820-1653 (toll-free) (Attention: Liability Management Group).
Requests for copies of the Solicitation Documents and other
related materials should be directed to Global Bondholder Services
Corporation, the Information and Tabulation Agent for the Consent
Solicitations, at (212) 430-3774 (collect) or (866) 470-4200
(toll-free).

                     About Hovnanian Enterprises

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

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

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

                           *     *     *

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

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

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


IHEARTCOMMUNICATIONS INC: Inks Purchase Pact with Morgan Stanley
----------------------------------------------------------------
iHeartCommunications, Inc., had entered into a purchase agreement
with iHeart's parent, iHeartMedia Capital I, LLC, certain
subsidiary guarantors, and Morgan Stanley & Co. LLC and Goldman,
Sachs & Co., as representatives of the several initial purchasers,
relating to the issuance and sale of $250 million in aggregate
principal amount of iHeart's 9.0% Priority Guarantee Notes due
2022.

The New Notes will be issued as "additional notes" under the
indenture governing iHeart's outstanding $750 million 9.0%
Priority Guarantee Notes due 2022, and will have identical terms
to, and will be treated as a single class with, the previously
issued notes.  The New Notes will be issued at a price of 101% of
their principal amount plus accrued interest from Sept. 10, 2014.

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

iHeart intends to use the net proceeds from the offering to prepay
at par $245.9 million aggregate amount of its term loan B facility
and $4.1 million aggregate amount of its term loan C-asset sale
facility, and to pay accrued and unpaid interest with regard to
those loans to, but not including, the date of prepayment.

                     About iHeartCommunications

iHeartCommunications, Inc., (formerly known as Clear Channel
Communications, Inc.) is a global media and entertainment company.
The Company specializes in radio, digital, outdoor, mobile,
social, live events, on-demand entertainment and information
services for local communities, and uses its unparalleled national
reach to target both nationally and locally on behalf of its
advertising partners.  The Company is dedicated to using the
latest technology solutions to transform the company's products
and services for the benefit of its consumers, communities,
partners and advertisers, and its outdoor business reaches over 40
countries across five continents, connecting people to brands
using innovative new technology.

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

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

                         Bankruptcy Warning

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

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

                           *     *     *

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

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


INDEX RECOVERY: Wants to Shorten Claim Bar Date to Nov. 28
----------------------------------------------------------
Index Recovery Company sought to modify the order of the Court in
setting the claims bar date from March 2, 2015, to November 28,
2014. The Debtor believes that the length of time to file claims
provided by the original bar date is unnecessarily long under the
unique circumstances of this case. The Debtor has had no active
business operation for several years and therefore believes that
it has an accurate list of the identities of its relatively small
creditor class and the amounts of their claims.

The Debtor suggests that an earlier bar date would permit an
earlier claims reconciliation process and allow for distributions
to be made to creditors as quickly as possible.

The Debtor filed its voluntary petition for relief under Chapter
11 on September 2, 2014. The case was commenced for the specific
purpose of distributing the proceeds of the Debtor's claim in the
Cayman Islands liquidation proceedings of SMFF. The Debtor's
assets consist of approximately $15 million in cash and an
entitlement to additional distributions from the Sphinx Group
liquidation proceeding.

On September 3, 2014, the Court established March 2, 2015 as the
bar date for filing proof of claims.

Index Recovery Company is represented by:

     Jeffrey A. Dove, Esq.
     MENTER, RUDIN & TRIVELPIECE, P.C.
     308 Maltbie Street, Suite 200
     Syracuse, NY 13204-1439
     Telephone: (315) 474-7541
     Facsimile: (315) 474-4040

                    About Index Recovery Group

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


IVANHOE RANCH: Hearing on Case Conversion Continued to Oct. 24
--------------------------------------------------------------
Bankruptcy Judge Laura S. Taylor continued to Oct. 24, 2014, at
10:00 a.m. the hearing to consider the U.S. Trustee's motion to
convert the Chapter 11 case of Ivanhoe Ranch Partners LLC to one
under Chapter 7 of the Bankruptcy Code.

The Court will hold an evidentiary hearing on that date if
settlement motion is not filed by Oct. 8.

The parties are directed to exchange witness lists, documentary
evidence and document lists by Oct. 17.

If a settlement motion is filed timely then motion will then be
heard on Nov. 6, 2014, at 11:00 a.m.

The Bankruptcy Court previously continued the hearing to September
24, 2014, at 10:00 a.m.  At the Sept. 24 hearing:

     -- Kenneth C. Hoyt, Esq., appeared on behalf of the Debtor;

     -- Scott Metzger, Esq., appeared on behalf of Henry Gamboa
        and Rainbow Steel, Inc.;

     -- Christopher Celentino, Esq., appeared on behalf of Essel
        Enterprises, LLC; and

     -- Kristin Mihelic, Esq., appeared on behalf of the
        U.S. Trustee

As reported in the Troubled Company Reporter on Aug. 27, 2014, the
case conversion request was filed by Tiffany L. Carroll, the
acting U.S. trustee.  She argued that conversion to Chapter 7 is
in the best interests of the estate and creditors because of the
Debtor's gross mismanagement and losses.

                About Ivanhoe Ranch Partners LLC

Based in El Cajon, California, Ivanhoe Ranch Partners LLC aka
Ivanhoe Development Corp. filed for Chapter 11 bankruptcy case
(Bankr. S.D. Cal. Case No. 13-09397) on Sept. 23, 2013.  Judge
Laura S. Taylor presides over the Debtor's bankruptcy case.
Kenneth C. Hoyt, Esq., at Hoyt Law Firm, represents the Debtor as
counsel.  The Debtor estimated assets between $10 million and $50
million and debts between $1 million and $10 million.

On April 1, 2014, the Court entered an order granting relief from
the automatic stay in favor of Essel Enterprises, LLC, the secured
lender, with respect to the Debtor's key asset, which consists of
a series of non-contiguous parcels of real property in rural east
county, San Diego.


IVANHOE RANCH: Case Status Conference Moved to Nov. 6
-----------------------------------------------------
The status conference originally scheduled for Sept. 19 in the the
Chapter 11 case of Ivanhoe Ranch Partners LLC has been continued,
at Judge Laura S. Taylor's directive, to Nov. 6, 2014, at 11:00
a.m.  The Court directed the Debtor to file a status report
complying with U.S. Trustee request by Oct. 1.

                About Ivanhoe Ranch Partners LLC

Based in El Cajon, California, Ivanhoe Ranch Partners LLC aka
Ivanhoe Development Corp. filed for Chapter 11 bankruptcy case
(Bankr. S.D. Cal. Case No. 13-09397) on Sept. 23, 2013.  Judge
Laura S. Taylor presides over the Debtor's bankruptcy case.
Kenneth C. Hoyt, Esq., at Hoyt Law Firm, represents the Debtor as
counsel.  The Debtor estimated assets between $10 million and $50
million and debts between $1 million and $10 million.

On April 1, 2014, the Court entered an order granting relief from
the automatic stay in favor of Essel Enterprises, LLC, the secured
lender, with respect to the Debtor's key asset, which consists of
a series of non-contiguous parcels of real property in rural east
county, San Diego.

Tiffany L. Carroll, the acting U.S. trustee, is seeking conversion
of the Debtor's Chapter 11 case to a liquidation in Chapter 7,
citing the Debtor's gross mismanagement and losses.


KID BRANDS: Sale of Kids Line and CoCalo to TG Valentine Okayed
---------------------------------------------------------------
A New Jersey bankruptcy judge entered an order authorizing Kid
Brands, Inc., et al., to sell substantially all assets of Debtors
Kids Line, LLC, and CoCalo, Inc.; and certain intellectual
property assets of Debtor Lajobi, Inc.  TG Valentine, LLC,
submitted the best offer for the assets pursuant to that certain
asset purchase agreement dated Sept. 3, 2014.

The aggregate consideration for the purchased assets will be equal
to: (i) the sum of (A) $8,000,000; and (B) the purchase price
adjustment; (ii) all cure amounts; (iii) the assumption of the
assumed agreements; and (iv) the assumption of postpetition
obligations for postpetition contracts of seller assigned to
purchaser.

The agreement may be terminated prior to the closing as, among
other things:

   a) if the closing will not have occurred by Sept. 30, 2014; and

   b) by mutual written consent of each seller and purchaser.

All persons and entities that failed to timely object are deemed
to consent to the relief sought.

The order also stated that the sellers have demonstrated
compelling circumstances for the consummation of the sale outside
the ordinary course of business under Section 363(b) of the
Bankruptcy Code.

                       About Kid Brands

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

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

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

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

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

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


KID BRANDS: Settlement with Chapter 7 Trustee, et al., Approved
---------------------------------------------------------------
A bankruptcy judge approved a settlement between Kid Brands Inc.,
et al., with Charles M. Forman, the Chapter 7 trustee of the
estates of the Russ Companies, Inc, et al., and AmRam's
Distributing, Ltd., a Canadian subsidiary of the Russ Debtors.

On April 21, 2011, the Russ Debtors each filed a petition for
relief under chapter 7 of the Bankruptcy Code.  On June 17, 2011,
an order was entered in the Russ Chapter 7 Cases which approved a
settlement by and among the Trustee, Wells Fargo Bank, as Senior
Secured Lender, Kid Brands, Inc. and Eldridge Hanes.  Under the
approved settlement, after payment in full to the Senior Secured
Lender, the Subordinated Secured Lenders will be paid:

    (a) The first $1,000,000 of Collateral liquidated by the
        Trustee will be paid to the Subordinated Secured Lenders
        in a ratio of 97.4% to Kid Brands and 2.6% to Hanes.

    (b) Thereafter, the proceeds of the liquidation of the
        Collateral will be distributed to the Subordinated
        Secured Lenders receiving 60% of their respective pro rata
        interest in the Collateral and the Russ Debtors' estates
        receiving 40% of the subordinated secured lenders'
        interest in the Collateral.

The obligation owed to the Senior Secured Lender has been
satisfied.

On March 12, 2012, Amram's claimed an interest in the Collateral
as a subrogee of the Senior Secured Lender and filed a secured
claim asserting an entitlement to the Collateral in the amount of
$3,628,307.87.  On November 12, 2012, the Trustee filed an
adversary proceeding in the Bankruptcy Court for the District of
New Jersey against Amram's seeking a determination that Amram's
did not have a right of subrogation or a claim against the Russ
Debtors' estates.

The Adversary Proceeding has been held in abeyance pending receipt
by the Trustee of approximately $2,200,000 from the Liquidator
appointed in the liquidation of Russ Berrie U.K., Ltd.  The
Trustee received from the Russ UK Receiver the approximate sums of
$476,000 and $2,200,000.  These funds have been and will remain
subject to fees charged by the bank in which the funds have been
deposited which fees average approximately $1,500 per month.

In addition to the receipt of funds from Russ UK, the Trustee
received the approximate sum of $1,961,662 from the liquidation of
the Russ Debtors' estates' interest in Russ Australia.  From this
amount, the Trustee paid over to the senior secured lender the sum
of $823,421.48.  These funds have been and will remain subject to
fees charged by the bank in which the funds have been deposited
which fees average approximately $1,500 per month.

The Trustee has calculated the amounts due the Subordinated
Secured Creditors totaling $1,915,3283 as follows:

(a) Liquidation of receivables for Russ Berrie US Gift: $334,719
(b) Russ Australia Pty Ltd.: $451,659
(c) Russ Berrie (U.K.), Ltd.: $1,128,950

Kid Brands' agreed to limit its unsecured claim to 50% of its
deficiency claim.  The Trustee projects a distribution to
unsecured creditors of the Russ Debtors' estates of approximately
1.5 to 2 percent of the amount of allowed claims, or between
$100,000 and $150,000.  The Trustee does not expect to make a
distribution in the Russ Chapter 7 Cases for approximately 15 to
24 months.

The Settlement Agreement provides that in consideration for the
dismissal of the Adversary Proceeding with prejudice, the Trustee
will pay:

    (a) The sum of $1,400,000 to the Kid Brands Debtors to be paid
        as follows: (i) The sum of $700,000 immediately upon
        execution of this Agreement by all Parties; and (ii) The
        balance of $700,000 within one day of Bankruptcy Court
        approval.

    (b) The sum of $440,000 to Amram's within one day of
        Bankruptcy Court approval.

The Settlement Agreement further provides for the mutual waiver of
any claims existing between the Parties.

The Debtor submit that Settlement of the Adversary Proceeding will
compensate the Kid Brands Debtors in an expedient and efficient
manner and obviate the need for further litigation, thereby
reducing the Kid Brands Debtors' administrative expenses and
ultimately benefitting the Kid Brands Debtors' estates and their
creditors.  The Kid Brands Debtors have considered the benefit to
their estates and creditors that will be received as a result of
the settlement of the Adversary Proceeding, particularly in light
of the costs, uncertainties and risks of protracted litigation.

                         About Kid Brands

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

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

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

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

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

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


LDK SOLAR: Incurs $151.6-Mil. Loss for Six Months Ended June 30
---------------------------------------------------------------
LDK Solar CO., Ltd., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 6-K, disclosing a net loss
of $151.6 million on $297.3 million of net sales for the six
months ended June 30, 2014, compared to a net loss of $299.41
million on $219.05 million of net sales for the same period in
2013.

The Company's balance sheet at June 30, 2014, showed $3.3 billion
in total assets, $5.23 billion in total liabilities and total
stockholders' deficit of $1.92 billion.

The Company had a working capital deficit and negative equity and
incurred net loss over the past years due to the overall market
decline and its financial performance.  Due to the impending
maturity of its Renminbi-denominated US$-settled 10% Senior Notes
due 28 February 2014, with an aggregate principal amount of RMB
1.63 billion, the Company decided to file the appointment of
provisional liquidators in the Grand Court of Cayman Islands on 21
February 2014.  Eleanor Fisher and Tammy Fu of Zolfo Cooper
(Cayman) Limited were appointed as joint provisional liquidators
of the Company on 27 February 2014.  These factors raise
substantial doubt as to our ability to continue as a going
concern, according to the regulatory filing.

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

                       http://is.gd/7KPRhG

                         About LDK Solar

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

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


LDR INDUSTRIES: Court Extends Schedules Filing Deadline to Oct. 3
-----------------------------------------------------------------
Bankruptcy Judge Pamela S. Hollis granted the motion filed by the
debtor LDR Industries LLC to extend the filing of its schedules
and its statement of financial affairs to and including October 3,
2014.

The order is without prejudice to the Debtor's right to seek
further extension from the Court. The order was entered on
September 16, 2014.

LDR Industries is represented by:

     Stephen T. Bobo, Esq.
     Aaron B. Chapin, Esq.
     REED SMITH LLP
     10 S. Wacker Drive, 40th Floor
     Chicago, IL  60606
     Telephone:  (312) 207-1000
     Facsimile:  (312) 207-6400
     E-mail: sbobo@reedsmith.com
             achapin@reedsmith.com

                       About LDR Industries

For over 75 years, Chicago-based LDR Industries and its
predecessor companies have engaged in the distribution of plumbing
products to the home improvement industry, including faucets,
showers, sinks, toilet seats and variety of other specialty lines
such as lead-free valves.

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

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

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


LINDSAY GENERAL: Court Allows Use of Eastside Cash Collateral
-------------------------------------------------------------
The Bankruptcy Court allowed debtor Lindsay General Insurance
Agency to use the Cash Collateral of Eastside Commercial Bank.

The Debtors are in the process of converting their business lead
generation sales to independent insurance agents. Eastside is an
owner of a Note in the original principal amount of $500,000.00
including a Change In terms Agreement dated February 14, 2014 in
the principal amount of $2,499,472.25.

In order to secure the obligations under the loan documents, the
Debtors and other non-debtor affiliated entities executed and
delivered a security agreement where the Debtor granted Eastside a
valid first priority lien and security in all right, title and
interest to all its personalty and an assignment of the
commissions collected from past business transactions referred to
as the Cash Collateral.

As of petition date, the debt owed to Eastside is $2,498,732.54.
The Debtor and Eastside have agreed that the Debtor may use Cash
Collateral under terms and conditions contained in the agreed
order.

Lindsay General Insurance Agency is represented by:

     Evan M. Altman, Esq.
     Northridge 400
     8325 Dunwoodt Place
     Building Two
     Atlanta, GA 30350
     Tel: (770) 394-6466

          - and -

     George M. Geeslin, Esq.
     Eight Peidmont Center, Suite 550
     3525 Piedmont Road, N.E.
     Atlanta, GA 30305-1565
     Tel: (404) 841-3464

Eastside Commercial Bank is represented by:

     Louis G. McBryan, Esq.
     HOWICK, WESTFALL, MCBRYAN & KAPLAN
     Suite 600, One Tower Creek
     3101 Towercreek Parkway
     Atlanta, GA 30339
     Tel: 678-384-7000

           About Lindsay General Insurance Agency, LLC

Duluth, Georgia-based Lindsay General Insurance Agency, LLC, filed
a bare-bones Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case
No. 13-52732) in Atlanta on Feb. 7, 2013.  The Debtor estimated
assets and debts of $10 million to $50 million.  The Debtor is
represented by Evan M. Altman, Esq., and George Geeslin, Esq., in
Atlanta.

The U.S. Trustee for Region 21 notified the Court that no
committee of creditors holding unsecured claims has been
appointed.

As reported by the Troubled Company Reporter, the Debtors have
filed a plan of reorganization that offers 70% of the equity of
GetAutoInsurance.com, LLC, the surviving entity upon exit from
bankruptcy.  It is anticipated that part and parcel of the
reorganization of Lindsay General Insurance Agency, LLC, Destiny
General Agency, LLC, Get AUtoInsurance.com Agency, LLC and MAP
General Agency, Inc., will be the consolidation of the four
bankrupt entities with the new entity being named
GetAutoInsurance.com, LLC, which will be a Georgia limited
liability company.

The Plan proposes to treat claims and interests as follows:

    -- The Reorganized Debtor plans to issue on the Effective Date
to Eastside a debenture in the face amount of the debt owed to
Eastside as of the day of issuance of the debenture ($2.6 million)
bearing interest at the rate of prime +.50%.  The debenture will
be payable at the rate of $10,000 per month until paid in full.

    -- Driver's Insurance Group, Inc., owner of 100% of the
Debtors, and holder of a claim against the Debtors in the amount
of $4,000,000, will convert its equity position from 100% of the
constituent entities to 20% of the Reorganized Debtor.  Driver's
equity interest will be cancelled and its $4 million claim will be
deemed satisfied.

    -- Other creditors will be issued equity equal to 70% of the
ownership of the Reorganized Debtor.  The equity will be in the
form of-non voting preferred shares or units.

   -- The Reorganized Debtor will issue an ownership stake of 10%
to contributors of cash equity capital.

The Reorganized Debtor aspires to raise $300,000 to enhance its
equity position, of which $150,000 will be in the form of a new
institutional loan, and the remaining amount through an infusion
of new cash equity capital.

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

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


LOS GATOS: Okayed to Use GCCFC's Cash Collateral Until Dec. 31
--------------------------------------------------------------
Bankruptcy Judge Arthur S. Weissbrodt signed off a sixth
stipulation reinstating and extending terms of cash collateral
provisions of agreed final order between Los Gatos Hotel
Corporation and secured creditor GCCFC 2006-GG7 Los Gatos Lodging
Limited Partnership.

Pursuant to the stipulation, the Debtor is authorized to use
secured creditor's cash collateral until the earlier of

   a) the date of confirmation of any plan of reorganization
containing terms acceptable to secured creditor in its sole
discretion;

   b) the date of consummation of a sale of substantially all of
the Debtor's assets; or

   c) Dec. 31, 2014, unless (x) secured creditor deems in its sole
discretion that confirmation of a plan of reorganization or
consummation of a sale of substantially all of the Debtor's
assets, each upon terms acceptable to secured creditor in its sole
discretion is unlikely, or (y) the Debtor fails to make any
payment due to secured creditor pursuant to the agreed order, at
which point Debtor's authorization to use secured creditor's cash
collateral will terminate upon five business days' written notice
to the Debtor.

                       About Los Gatos Hotel

San Jose, California-based Los Gatos Hotel Corporation, dba Hotel
Los Gatos, was formed in 2000 to build and operate Hotel Los
Gatos, a full-service boutique hotel in downtown Los Gatos,
California.

Los Gatos Hotel filed for Chapter 11 bankruptcy protection on
December 27, 2010 (Bankr. N.D. Cal. Case No. 10-63135).  The
Debtor disclosed $17,191,277 in assets and $12,896,468 in
liabilities as of the Chapter 11 filing.  Affiliate Blossom Valley
Investors, Inc., filed a separate Chapter 11 petition on Sept. 10,
2009 (Bankr. N.D. Cal. Case No. 09-57669).

Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky Popeo,
serves as the Debtor's bankruptcy counsel.  The Debtor has tapped
OSAS Inc. as financial advisor and investment banker.


LOS GATOS: Eastdil's Employment Extended Until Dec. 31
------------------------------------------------------
The Bankruptcy Court authorized Los Gatos Hotel Corporation to
extend until Dec. 31, 2014, the employment period of Eastdil
Secured Broker Services, Inc. as real estate broker.

On March 14, 2014, the Court authorized the Debtor to employ
Eastdil.  Since the approval of its employment, Eastdil has
conducted a broad marketing campaign, provided prospective
purchasers with a detailed offering memorandum, conducted multiple
property tours and received two rounds of offers that it submitted
to the Debtor for consideration.

According to the Debtor, it is necessary to extend the period for
which Eastdil is employed because the sale process has not
concluded and the engagement letter between the Debtor and Eastdil
expired on Aug. 31, 2014.

As the Debtor's real estate broker, Eastdil will (1) prepare
marketing materials; (2) provide due diligence materials to
prospective purchasers; (3) show the hotel to prospective
purchasers; and (4) provide all other services customarily
provided by real estate brokers.

The Debtor has agreed to pay Eastdil:

   1. 1.75% of the first $27,000,000 of the gross sales price of
the hotel, plus 5% of the portion of the gross sales price that
exceeds $27,000,000;

   2. a discretionary bonus if the Debtor determines that Eastdil
provided superior service and obtained superior results;

   3. up to $20,000 in out-of-pocket expenses, including airfare,
meals, transportation and all costs incurred in the preparation of
marketing materials.

To the best of the Debtor's knowledge, Eastdil and all of its
professionals are "disinterested persons" as that term is defined
in Section 101(14) of the Bankruptcy Code.

The Debtor is represented by:

         Jeffry A. Davis, Esq.
         Abigail V. O'Brient, Esq.
         MINTZ LEVIN COHN FERRIS GLOVSKY AND POPEO P.C.
         3580 Carmel Mountain Road, Suite 300
         San Diego, CA 92130
         Tel: (858) 314-1500
         Fax: (858) 314-1501

                       About Los Gatos Hotel

San Jose, California-based Los Gatos Hotel Corporation, dba Hotel
Los Gatos, was formed in 2000 to build and operate Hotel Los
Gatos, a full-service boutique hotel in downtown Los Gatos,
California.

Los Gatos Hotel filed for Chapter 11 bankruptcy protection on
December 27, 2010 (Bankr. N.D. Cal. Case No. 10-63135).  The
Debtor disclosed $17,191,277 in assets and $12,896,468 in
liabilities as of the Chapter 11 filing.  Affiliate Blossom Valley
Investors, Inc., filed a separate Chapter 11 petition on September
10, 2009 (Bankr. N.D. Cal. Case No. 09-57669).

Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky Popeo,
serves as the Debtor's bankruptcy counsel.  The Debtor has tapped
OSAS Inc. as financial advisor and investment banker.


LONG BEACH MEDICAL: Seeks to Employ Keightley as Special Counsel
----------------------------------------------------------------
In accordance with the provisions of the order allowing it to
employ ordinary course professionals, Long Beach Memorial Hospital
seeks approval to employ Keightley & Ashner LLP (K&A) nunc pro
tunc to the Petition Date.

K&A's retention will be subject to the provisions of the OCP
Order, including, without limitation the OCP Monthly Limit and the
entry of a separate order of the Court authorizing and approving
the proposed retention.

The Debtors require K&A's assistance in relation to issues
involving the Long Beach Medical Center Pension Plan and The
Komanoff Center for Geriatric and Rehabilitative Medicine Pension
Plan with a focus on addressing and resolving related claims filed
with respect to the Plans.

K&A's hourly rates for attomeys and other professionals range from
$400 to $885, and average is expected to be approximately $800-
$850.

Harold Ashner, a partner with Keightley & Ashner LLP, states that
prior to the Petition Date, the Firm was retained by the Debtors
to provide legal assistance relating to issues involving the Long
Beach Medical Center Pension Plan and the Komanoff Center for
Geriatric  and Rehabilitative Medicine Pension Plan, with a focus
on Pension Benefit Guaranty Corporation ("PBGC") matters.  The
Debtors owe the Firm $99,227.25 for prepetition services

                   About Long Beach Medical Center

Long Beach Medical Center, formerly Long Beach Memorial Hospital,
was a 162-bed, community-based hospital offering primary, acute,
emergency and long-term health care to residents of Long Beach,
New York.  Founded in 1922, LBMC was a teaching facility for the
New York College of Osteopathic Medicine.  LBMC was shut down
after superstorm Sandy devastated the hospital in October 2012.

Long Beach Memorial Nursing Home Inc, runs the The Komanoff Center
for Geriatric and Rehabilitative Medicine, a 200-bed skilled
nursing facility affiliated with LBMC. It provides services for
residents requiring long term nursing home care and short term
post-acute (sub-acute) care.  Currently there are 127 residents of
Komanoff.

Long Beach Medical Center and Long Beach Memorial Nursing Home
d/b/a The Komanoff Center for Geriatric and Rehabilitative
Medicine, sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y.
Case Nos. 14-70593 and 14-70597) on Feb. 19, 2014.

Long Beach Medical Center scheduled $17,400,606 in total assets
and $84,512,298 in total liabilities.

Garfunkel Wild P.C. serves as the Debtors' counsel. GCG, Inc., is
the Debtors' claims and noticing agent.  The Hon. Alan S. Trust
presides over the cases.

The U.S. Trustee has appointed three members to the official
committee of unsecured creditors.  The panel retained Klestadt &
Winters, LLP, led by Sean C. Southard, Esq., as counsel.


LPATH INC: Hal Mintz Reports 9.9% Equity Stake
----------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Hal Mintz and his affiliates disclosed that as of
Sept. 19, 2014, they beneficially owned 1,920,448 shares of common
stock of Lpath Inc. representing 9.99 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/BRX4PN

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

LPath reported a net loss of $6.56 million in 2013, a net loss of
$2.75 million in 2012 and a net loss of $3.11 million in 2011.

As of June 30, 2014, the Company had $18.40 million in total
assets, $5.26 billion in total liabilities and $13.14 million in
total stockholders' equity.


MANLEY CONSTRUCTION: Bricklayers Funds Win Default Judgment
-----------------------------------------------------------
Bricklayers Insurance Welfare Fund (the "Welfare Fund");
Bricklayers Pension Fund (the "Pension Fund"); Bricklayers
Supplemental Annuity Fund (the "Annuity Fund"); Bricklayers and
Trowel Trades International Pension Fund ("IPF"); New York City
and Long Island Joint Apprenticeship and Training Fund ("JATC");
the International Masonry Institute ("IMI"; and, together with the
Welfare Fund, Pension Fund, Annuity Fund, IPF, and JATC, the
"Funds"); Bricklayers Local 1, International Union of Bricklayers
and Allied Craft Workers ("Local 1"); Andrew Solomon, in his
fiduciary capacity ("Sullivan"); and Bricklayers Labor Management
Relations Committee ("LMRC") commenced an action against Manley
Construction Corp. and Agnieszka Karkowski, asserting various
claims relating to defendants' alleged failure to make payments to
certain employee benefit funds and labor unions as federal law and
the pertinent contracts require.

In a Memorandum and Order dated Sept. 22, 2014, available at
http://is.gd/NyDG3mfrom Leagle.com, New York District Judge
Roslynn R. Mauskopf ruled that the Plaintiffs' motion for default
judgment as to Manley withdrawn.  The judge adopts the portion of
a the R&R that recommends granting a default judgment against
Karkowski in the amount of $41,411.24, and declines to reach the
question of the Funds' standing.

The case is, BRICKLAYERS INSURANCE WELFARE FUND, BRICKLAYERS
PENSION FUND, BRICKLAYERS SUPPLEMENTAL ANNUITY FUND, BRICKLAYERS
AND TROWEL TRADES INTERNATIONAL PENSION FUND, NEW YORK CITY AND
LONG ISLAND JOINT APPRENTICESHIP AND TRAINING FUND, INTERNATIONAL
MASONRY INSTITUTE, JEREMIAH SULLIVAN, JR., in his fiduciary
Capacity as Administrator and Chairman of Trustees, BRICKLAYERS
LOCAL 1, INTERNATIONAL UNION OF BRICKLAYERS AND ALLIED CRAFT
WORKERS, and BRICKLAYERS LABOR MANAGEMENT RELATIONS COMMITTEE,
Plaintiffs, v. MANLEY CONSTRUCTION CORP. and AGNIESZKA KARKOWSKI,
Defendants, No. 13-CV-224 (RRM) (JO)(E.D.N.Y.).

Manley Construction Corp., based in Maspeth, New York, filed for
Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case No. 14-41601) on April
2, 2014.  Judge Elizabeth S. Stong presides over the case.  Diana
Revzin, Esq., at the Law Offices of Stephen B. Kass P.C., serves
as the Debtor's counsel.  In its petition, Manley estimated assets
of $500,000 to $1 million, and liabilities of $1 million to $10
million.  The petition was signed by Agnieszka Karwowski,
president.  A list of the Debtor's 10 largest unsecured creditors
is available for free at http://bankrupt.com/misc/nyeb14-41601.pdf


MEMPHIS BELL: Case Summary & 23 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Memphis Bell, LLC
           dba Oakshire Apartments
        4361 Tchulahoma
        Memphis, TN 38118

Case No.: 14-29916

Chapter 11 Petition Date: September 24, 2014

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Hon. George W. Emerson Jr.

Debtor's Counsel: Eugene G. Douglass, Esq.
                  EUGENE G. DOUGLASS
                  2820 Summer Oaks Drive
                  Bartlett, TN 38134
                  Tel: (901) 388-5804
                  Fax: (901) 372-8264
                  Email: egdouglass@bellsouth.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Victor Hugo Torres, chief manager.

A list of the Debtor's 23 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tnwb14-29916.pdf


METRO-GOLDWYN MAYER: Investment Won't Impact on Moody's Ba2 CFR
---------------------------------------------------------------
Moody's Investors service said that Metro-Goldwyn Mayer Inc.'s
("MGM") acquisition of a 55% interest in Roma Downey, Mark Burnett
and Hearst Entertainment's One Three Media and LightWorkers Media
will not impact its Ba2 Corporate Family rating (CFR), Ba2-PD
Probability of Default rating, Ba3 Senior Secured Long Term rating
or the stable outlook. MGM also announced that as part of the
transaction it will also acquire interest in shows such as
Survivor, The Voice, Shark Tank, The Bible and The Apprentice, all
of which have been produced by One Three Media. The companies will
be consolidated into a new media and entertainment venture called
United Artists Media Group (UAMG), of which 55% will be owned by
MGM and the balance being owned by Roma Downey, Mark Burnett and
Hearst Entertainment. UMAG will develop and produce content across
all platforms, including television programming, motion pictures
and digital offerings. The new company will be headed by Mark
Burnett and Roma Downey will serve as president of LightWorkers
Media, which will be the faith and family unit of UAMG.

Moody's expect that MGM will execute the transaction with some of
its cash on hand, which stood at $434 million at 06/30/2014, and
will continue to maintain robust liquidity supported by remaining
cash on hand, free cash flow and an undrawn $665 million revolver
post funding of the acquisition. MGM will own a majority stake in
the new company but Moody's do not expect it will consolidate
financial results of UAMG. While the acquisition has no impact on
MGM's current leverage ratio of around 1.5x (as of 06/30/2014,
incorporating Moody's standard adjustments), Moody's believe that
the deal will be cash flow and EBITDA accretive over time. To the
extent MGM guarantees any of UAMG's obligations, Moody's would
include such contingent payments in our calculation of debt.
However, in the long-run, Moody's think the deal could favorably
impact the company's adjusted leverage ratio as Moody's will
incorporate cash distributions from UAMG in our calculation of
EBITDA.

In Moody's opinion, the acquisition marks an advance in the
company's efforts to diversify its revenue and cash flow streams
beyond the volatile filmed entertainment industry. More broadly,
Moody's view the development as a prudent use of cash for driving
growth in the long-term, more favorable from a bondholder
perspective than the use of cash for shareholder distributions
that is solely advantageous to equity holders. From a fundamental
business perspective, Moody's think the investment is a positive
move as the company will be partnering with creators and producers
of some of the most well known and successful reality shows on
television. Mark Burnett is the mastermind behind iconic shows
such as Survivor and The Apprentice and Roma Downey is known for
producing popular faith-based and educational shows such as The
Bible series. While the deal will further expand MGM's already
strong vault of television shows and films, it also represents an
opportunity for MGM to boost its earnings by providing the
distribution for new premium content across various platforms and
also mark its presence in the religious media space.

Metro-Goldwyn-Mayer Inc., based in Beverly Hills, California,
produces and distributes motion pictures, television programming,
home videos, interactive media, music, and licensed merchandise.
It owns a library of films and television programs and holds
ownership interests in domestic and international television
channels. Revenue for LTM 6/30/2014 were approximately $1.36
billion.


MIG LLC: Creditors Committee Taps Cole Schotz as Delaware Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of MIG LLC, et al., asks the Bankruptcy Court for permission
to employ Cole, Schotz, Meisel, Forman & Leonard, P.A., as its
Delaware counsel.

The Committee notes that on Aug. 15, 2014, the Committee applied
to retain McKenna Long & Alridge LLP as lead counsel.

To the best of the Committee's knowledge, the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Cole Schotz intends to make an effort to comply with the U.S.
Trustee's requests for information and additional disclosures as
set forth in the Guidelines for reviewing application for
compensation and reimbursement of expenses filed under Section 330
of the Bankruptcy Code by attorneys in larger Chapter 11 cases
effective as of Nov. 1, 2013, both in connection with the
application and the fee applications to be filed by Cole Schotz in
the Chapter 11 cases.

The following is provided in response to the request for
additional information set forth in Paragraph D.1 of the Revised
UST Guidelines.

Question:       Did you agreed to any variations from, or
                alternatives to, your standard or customary
                billing arrangements for the engagement?

Response:       No. Cole Schotz professional working on the matter
                will bill at the firm's standard hourly rates.

Question:       Do any of the professionals included in the
                engagement vary their rate based on the geographic
                location of the bankruptcy case?

Response:       No

Question:       If you represented the client in the 12 months
                prepetition, disclose our billing rates and
                material financial terms for the prepetition
                engagement, including any adjustments during the
                12 months prepetition.  If your billing rates and
                material financial terms have changed
                postpetition, explain the difference and the
                reasons for the difference.

Response:       Cole Schotz did not represent the Committee during
                the 12 months preceding the filing of the Chapter
                11 cases.

Question:       Has your client approved your prospective budget
                and staffing plan and, if so for that budget
                period?

Response:       Yes. for the period from July 22, 2014 until
                Oct. 31, 2014.

The Committee scheduled an Oct. 21 hearing on the matter.

                        About MIG LLC

Formerly operating under the name "Metromedia International Group,
Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and
operated and sold dozens of companies in diverse industries,
including entertainment, photo finishing, garden equipment and
sporting goods, until the late 1990s.  In 1997 and 1998, MIG
consummated the sale of substantially all of its U.S.-based
entertainment assets and began focusing on expanding into emerging
communications and media businesses.  By 2005, all of MIG's
operating businesses were located in the Republic of Georgia and
operated through its subsidiaries.

MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11
bankruptcy protection on June 30, 2014.  The cases are currently
jointly administered under Bankr. D. Del. Lead Case No. 14-11605.
As of the bankruptcy filing, MIG's sole valuable asset, beyond its
existing cash, is its indirect interest in Magticom Ltd.  The
cases are assigned to Judge Kevin Gross.

Headquartered in Tbilisi, Georgia, Magticom is the leading mobile
telephony operator in Georgia and is also the largest telephone
operator in Georgia.  Magticom serves 2.4 million subscribers with
a network that covers 97% of the populated regions in Georgia.
Magticom is owned by International Telcell Cellular, LLC, which is
46% owned by MIG unit ITC Cellular, 51% owned by Dr. George
Jokhtaberidze, and 3% owned by Gemstone Management Ltd.

Formerly known as MIG, Inc., MIG was a debtor in a previous case
(Bankr. D. Del. Case NO. 09-12118).  It obtained approval of its
reorganization plan in November 2010.

The Debtors have tapped Greenberg Traurig LLP as counsel, Fox
Rothschild Inc. as financial advisor; Cousins Chipman and Brown,
LLP as conflicts counsel; and Prime Clerk LLC as claims and notice
agent and administrative advisor.  The Debtors have retained
Natalia Alexeeva as chief restructuring officer.

A three-member panel has been appointed in these cases to serve as
the official committee of unsecured creditors, consisting of
Walter M. Grant, Paul N. Kiel, and Lawrence P. Klamon.


MINT LEASING: Acquires ICFG for 62.6 Million Common Shares
----------------------------------------------------------
The Mint Leasing, Inc., entered into and closed the transactions
contemplated by a share exchange agreement with Investment Capital
Fund Group, LLC, Series 20, and the sole shareholder of ICFG,
Sunset Brands, Inc., effective Sept. 23, 2014, according to a
regulatory filing with the U.S. Securities and Exchange
Commission.

Pursuant to the Exchange Agreement, the Company acquired 100% of
the issued and outstanding voting shares and 99% of the issued and
outstanding non-voting shares of ICFG in exchange for 62,678,872
shares of the Company's restricted common stock (representing
42.3% of the Company's post-closing common stock, based on
85,654,416 shares of common stock issued and outstanding
immediately prior to the closing of the Exchange Agreement and
148,333,288 shares of common stock issued and outstanding
immediately after the closing).

ICFG owns 52 Gem Assets - "52 Sapphires from the King and Crown of
Thrones collection", which have a total carat weight of 3,925.17,
and have been appraised to have a Retail Replacement Value as of
Aug. 30, 2014, of $108,593,753, the rights to which and ownership
of were acquired by the Company in connection with the closing of
the Exchange Agreement.

The beneficial owner of the shares acquired by Sunset is J. Bert
Watson, Sr., its Chairman.

The Company plans to use the Assets acquired as collateral to
obtain additional funding.

Effective Sept. 23, 2014, Jerry Parish, as sole director of the
Company, approved a re-pricing of the 2 million options to
purchase shares of the Company's common stock at an exercise price
of $3.00 per share which were originally granted to Mr. Parish in
2008, to provide for those options (which have fully vested to
date and expire if unexercised on July 10, 2018), to have an
exercise price of $0.10 per share.  The options were re-priced in
consideration for services rendered to the Company by Mr. Parish
as chief executive officer, and due to the fact that the Company's
common stock has consistently traded well below the original $3.00
per share exercise price.

Additional information is available for free at:

                         http://is.gd/WsQhyV

                         About Mint Leasing

Houston, Texas-based The Mint Leasing, Inc., is in the business of
leasing automobiles and fleet vehicles throughout the United
States.

Mint Leasing reported net income of $3.22 million on $6.45 million
of total revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $238,969 on $9.97 million of total revenues in
2012.

As of June 30, 2014, the Company had $17.86 million in total
assets, $16.58 million in total liabilities and $1.28 million in
total stockholders' equity.

                         Bankruptcy Warning

"We do not currently have any commitments of additional capital
from third parties or from our sole officer and director or
majority shareholders.  We can provide no assurance that
additional financing will be available on favorable terms, if at
all.  If we choose to raise additional capital through the sale of
debt or equity securities, such sales may cause substantial
dilution to our existing shareholders and/or trigger the anti-
dilution protection of the Warrants.  If we are not able to obtain
additional funding to repay the Amended Loan and our other
outstanding notes payable and debt facilities, we may be forced to
abandon or curtail our business plan, which may cause any
investment in the Company to become worthless.  Our independent
auditor has expressed substantial doubt regarding our ability to
continue as a going concern.  If we are unable to continue as a
going concern, we may be forced to file for bankruptcy protection,
may be forced to cease our filings with the Securities and
Exchange Commission, and the value of our securities may decline
in value or become worthless," the Company said in the 2013 Annual
Report.


MOMENTIVE PERFORMANCE: Arent Fox Discusses Make-Whole Provisions
----------------------------------------------------------------
Lawyers at Arent Fox LLP, in an article available at Mondaq.com,
discuss the bankruptcy court's recent decision in Momentive
Performance's case over the dispute on make-whole provisions in
indentures.  They write: "this ruling should serve as a guide when
drafting make-whole provisions in indentures. The language that
specifies when a payment is triggered should be clear and
unambiguous. Specifically, such provisions should explicitly
require payment even upon acceleration of maturity as a result of
a bankruptcy filing or other enforcement actions taken by the
indenture trustee or holders. Parties should also be careful to
limit the amount of the make-whole provision so that it is
proportionate to the expected loss due to early repayment (i.e.,
not an impermissible penalty). As a practical matter, it may be
difficult -- upon initial issuance of debt obligations -- to
negotiate for a make-whole that is triggered on an automatic
acceleration upon a bankruptcy filing. Raising an issue that is
only implicated upon a bankruptcy filing will not be a popular
position around the drafting table. But, when an issuer turns the
corner and heads towards distress, and comes to its debtholders
and their agents (such as an indenture trustee) for a forbearance
or other relief, it would be prudent to shore up the debtholders'
entitlement to a make-whole in the event that the issuer's efforts
to stay out of bankruptcy are not successful."

A copy of the article is available at http://is.gd/SeiVIY
(registration required)

The firm's lawyers are Andrew I. Silfen, Jeffrey N. Rothleder,
Leah M. Eisenberg, Mark B. Joachim, Ronni N. Arnold and Beth
Brownstein.

                  About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The Debtors
said that the restructuring will eliminate $3 billion in debt.

The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases.   Klee, Tuchin, Bogdanoff & Stern LLP serves as its
counsel.  FTI Consulting, Inc., serves as its financial advisor.
Rust Consulting Omni Bankruptcy serves as its information agent.

Wilmington Trust, National Association, the Trustee for the
Momentive Performance Materials Inc. 10% Senior Secured Notes due
2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25,
2012, by and between Momentive Performance Materials Inc. and The
Bank of New York Mellon Trust Company, National Association, is
represented by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and
Stephen Moeller-Sally, Esq., at Ropes & Gray LLP.

U.S. Bank National Association -- as successor Indenture Trustee
under the indenture dated as of December 4, 2006, among Momentive
Performance Materials Inc., the Guarantors named in the Indenture,
and Wells Fargo Bank, N.A. as initial trustee, governing the 11.5%
Senior Subordinated Notes due 2016 -- is represented in the case
by Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L.
Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and
Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan,
LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at
Maslon Edelman Borman & Brand, LLP.

BOKF, NA -- as successor First Lien Trustee to The Bank of New
York Mellon Trust Company, N.A., as trustee under an indenture
dated as of October 25, 2012, for the 8.875% First-Priority Senior
Secured Notes due 2020 issued by Momentive Performance Materials
Inc. and guaranteed by certain of the debtors -- is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A.
Espana, Esq., at Dechert LLP.

Counsel to Apollo Global Management, LLC and certain of its
affiliated funds are Ira S. Dizengoff, Esq., Philip C. Dublin,
Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L.
Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP.

Attorneys for Ad Hoc Committee of Second Lien Noteholders are
Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A.
Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP.

U.S. Bankruptcy Judge Robert Drain formally approved Momentive's
restructuring plan on Sept. 11.  Appeals by senior bondholders
remain pending.


MPG HOLDCO: Moody's Assigns B1 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service assigned ratings to MPG Holdco I Inc.
(Metaldyne), Corporate Family and Probability of Default Ratings
at B1, and B1-PD respectively.  Metaldyne is an intermediate
holding company of Metaldyne Performance Group Inc.

In a related action Moody's assigned a Ba3 rating to Metaldyne's
new $1.5 billion senior secured bank credit facility, and a B3
rating to the new $700 million senior unsecured notes. Net
proceeds from the funded debt are expected to be used to repay
existing debt at Metaldyne's subsidiaries, at which point the
ratings on the subsidiary debt will be withdrawn. The rating
outlook is stable.

In August 2014 Metaldyne Performance Group Inc. announced the
formation of a new holding company and ultimate parent company of
Metaldyne LLC (B1 CFR), ASP HHI Acquisition Co. (B2 CFR), and
Grede Holdings LLC (New) (B1 CFR). The three rated entities are
majority owned by an affiliate of American Securities LLC and,
through Metaldyne Performance Group Inc., will continue to operate
as three separate operating companies. Key senior managers
continue to hold senior positions under the newly ultimate parent
company.

Moody's assigned the following ratings:

MPG Holdco I Inc.

Corporate Family Rating, at B1;

Probability of Default, at B1-PD;

Ba3 (LGD3), to the new $250 million senior secured revolving
credit facility due 2019;

Ba3 (LGD3), to the new $1,250 million senior secured term loan B
due 2021;

B3 (LGD5), to the new $700 million unsecured senior notes due
2022.

Ratings Rationale

Metaldyne's B1 Corporate Family Rating reflects the competitive
position of the three subsidiaries of Metaldyne LLC, ASP HHI
Acquisition Co., and Grede Holdings LLC, and resulting leverage.
These competitive considerations include a broad business mix
dividend among several metal forming and processing technologies:
casting (34%); forging (26%); powdered metal (14%); machining and
assembly (20%); and other (6%). Products processed through these
technologies are applied to powertrain (62%), safety critical
(25%), and other applications (13%) largely to the automotive
industry based on Metaldyne's pro forma 2013 revenues. The
resulting pro forma debt/EBITDA as of June 30, 2014 is
approximately 3.9x, which is in line with Latest Twelve Months
Debt/EBITDA for the separate subsidiaries.

Through the combination of the separately rated entities,
Metaldyne's debt service capability benefits from a more diverse
product mix and customer base. Also, this debt service capability
remains highly reliant automotive industry production conditions
in North America, which is dominated by the Detroit-3.
Consolidation under one holding company is not expected to result
in any material synergies, either cost or revenue based, over the
near-term. Moody's believes that the benefits from the combination
will be seen over the coming 2-3 years provided the respective
companies can execute as the cross-selling opportunities arise.
The ratings also consider the risks of integrating the operations
of Metaldyne's subsidiaries to support future sales opportunities.
Additional capital expenditures also will be required to support
sales growth, given the tight capacity in the forging and casting
industries.

The stable outlook incorporates the combined credit metrics of
Metaldyne's subsidiaries which support the assigned rating and the
expectation that the collective competitive position will continue
to support the rating through the integration of the operating
subsidiaries.

Metaldyne is anticipated to have an adequate liquidity profile
over the near-term supported by cash on hand and a $250 million
revolving credit facility. Pro forma for the close of the
transaction cash on hand is anticipated to approximate $132
million. In addition, the revolving credit facility is expected to
be unfunded at closing. The combined companies have demonstrated
history of generating strong positive free cash flow before
dividends. However, as these companies have a consistent history
of supporting special dividends, there is a risk that free cash
flow may be consumed in this process. The financial covenant under
the proposed revolving credit facility is a springing net leverage
test when funded usage reaches 35% of the committed amount. The
proposed term loan will not have financial covenants.

Developments that could lead to a higher outlook or ratings
include the demonstrated profit improvement resulting from
anticipated run-rate and synergistic actions. Moody's will look
for a discipline of Debt/EBITDA, inclusive of restructuring
charges, approaching 3x and EBITA/Interest at 3.5x, while
maintaining an adequate liquidity profile.

Developments that could lead to a lower outlook or ratings include
deterioration in automotive industry conditions or the company's
integration process leading to, in our belief, that Debt/EBITDA
will be sustained above 4.5x inclusive of restructuring charges,
or EBITA/Interest sustained below 2.5x, or a deteriorating
liquidity profile.

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

Metaldyne Performance Group Inc., headquartered in Plymouth, MI,
is a diversified manufacturing company in metal forming
technologies with global value-added capabilities focused on
transmission, engine, driveline, and safety critical applications
in passenger, commercial, and industrial vehicles. The company's
powertrain product portfolio is focused on engine, transmission,
and driveline components, and its safety-critical products include
steering, suspension, and brake parts and other specialty
products. The company is largely owned by affiliates of American
Securities. Revenues for the LTM period ending June 2014
approximated $3.1 billion.


MUNIRE FURNITURE: Sister Company Closed, May Also Seek Bankruptcy
-----------------------------------------------------------------
Munire Furniture Company, Inc., based in Piscataway, N.J., filed
for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 14-29229) on
September 19, 2014, in Trenton.  Judge Christine M. Gravelle
presides over the case.  David L. Bruck, Esq., at Greenbaum, Rowe,
Smith, & Davis LLP, serves as the Debtor's counsel.

Munire listed total assets of $7.61 million and total liabilities
of $29.19 million in its petition, which was signed by Munir
Hussain, president.

A list of the Debtor's 20 largest unsecured creditors is available
at no extra charge at http://bankrupt.com/misc/njb14-29229.pdf

Karla Bowsher, writing for Chronicle-Tribune, reported that
Munire, Echelon Furniture's sister company, filed for bankruptcy
protection the day before Echelon closed down last week, court
records confirm.  The report added that Echelon could follow
Munire with Chapter 7 court action.


NATCHEZ REGIONAL: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Natchez Regional Medical Center filed with the Bankruptcy Court
amended schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $17,114,646
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,557,710
  E. Creditors Holding
     Unsecured Priority
     Claims                                         $975,718
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                        $4,271,696
                                 -----------      -----------
        Total                     $17,114,646     $20,805,124

A copy of the schedules is available for free at

   http://bankrupt.com/misc/NATCHEZREGIONAL_408_amendedsal.pdf

                       About Natchez Regional

Based in Natchez, Mississippi, Natchez Regional Medical Center is
a full-service hospital offering comprehensive diagnostic and
treatment services for acute, subacute and ambulatory care.
Natchez Regional serves as a referral center for the five
Mississippi counties and two Louisiana parishes it serves, known
locally as the Miss-Lou.  The hospital is owned by Adams County.

Natchez Regional Medical Center filed for Chapter 9 bankruptcy
protection (Bankr. S.D. Miss. Case No. 14-01048) on March 26,
2014.  Eileen N. Shaffer, Esq., Attorney At Law, serves as
bankruptcy counsel.  In its petition, the Center listed total
assets of $27.8 million and total debts of $20.80 million.  The
petition was signed by Donny Rentfro, hospital CEO.

At the onset of the case, the 179-bed facility said intends to
have a term sheet outlining a sale of the facility to a "qualified
buyer."  The hospital blamed financial problems on "ill-timed and
poorly integrated acquisition of physicians' practices and new
clinical technologies," the report related.

This is the Center's second bankruptcy filing in six years.  It
filed a Chapter 9 petition on Feb. 12, 2009 (Bankr. S.D. Miss.
Case No. 09-00477).  Eileen N. Shaffer, Esq., also represented the
Debtor as counsel in the 2009 case.  The Debtor listed total
assets of between $10 million and $50 million, and total debts of
between $10 million and $50 million in the 2009 petition.  Nathcez
Regional exited bankruptcy in December 2009 after a court approved
its plan of adjustment, in which all unsecured creditors owed
$5,000 were to be paid in full.

In the 2014 case, Bankruptcy Judge Neil P. Olack, who presides
over the case, has held that appointment of a patient care
ombudsman is unnecessary.

The U.S. Trustee appointed three creditors to serve in the
official committee of unsecured creditors.  Douglas S. Draper,
Esq., and Heller, Draper, Patrick, Horn & Dabney, L.L.C., serve as
lead counsel.  David A. Wheeler, Esq., and Wheeler & Wheeler,
PLLC, serve as local counsel.


NATCHEZ REGIONAL: Sept. 29 Hearing on Confirmation of Plan
----------------------------------------------------------
The Bankruptcy Court will convene a hearing on Sept. 29, 2014, at
9:00 a.m., to consider the confirmation of Second Amended Plan for
the Adjustment of Debts of Natchez Regional Medical Center.
Objections, if any, are due Sept. 26, 2014.

Approval of the adequacy of the Second Amended Disclosure
Statement paved wave for the Debtors to begin solicitation of
votes on the Second Amended Plan dated Aug. 28, 2014.

Ballots accepting or rejecting the Plan are due 5:00 p.m., on
Sept. 26.

The date by which any Plan Supplement may be filed and served on
any party entitled to vote by the Debtor is Sept. 22, 2014.

According to the Second Amended Disclosure Statement, the Plan is
a plan of liquidation and provides for the distribution of the
proceeds from the Debtor's liquidation of its assets.  Pursuant to
the Plan, the Debtor ultimately will be dissolved.  A Liquidating
Trust will be established which will become responsible for the
collection and liquidation of the remaining assets of the Hospital
after the Allowed Claims of the Secured Creditors are paid.

The Plan proposed these estimated percentage recovery for:

    * Class 1 -- Secured Claim of Regions Bank, as the Indenture
Trustee for the Bondholders and the Development Bank ($15,250,579)
-- 100%

    * Class 2 -- Secured Claim of United Mississippi Bank
($1,500,000, plus all interest, fees, and reasonable attorneys'
fees)  -- 100%

    * Class 3 -- General Unsecured Convenience Claims ($37,295) --
100%

    * Class 4 -- Unsecured Claim Claims ($4,672,824) ? 0% to 50%

    * Class 5 -- Tort Claims and Employment Claims (Unknown) -- 0%
(other than recoveries under General Liability Insurance Coverage
or EPLI Coverage)

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

       http://bankrupt.com/misc/NATCHEZREGIONAL_410_2ds.pdf

                       About Natchez Regional

Based in Natchez, Mississippi, Natchez Regional Medical Center is
a full-service hospital offering comprehensive diagnostic and
treatment services for acute, subacute and ambulatory care.
Natchez Regional serves as a referral center for the five
Mississippi counties and two Louisiana parishes it serves, known
locally as the Miss-Lou.  The hospital is owned by Adams County.

Natchez Regional Medical Center filed for Chapter 9 bankruptcy
protection (Bankr. S.D. Miss. Case No. 14-01048) on March 26,
2014.  Eileen N. Shaffer, Esq., Attorney At Law, serves as
bankruptcy counsel.  In its petition, the Center listed total
assets of $27.8 million and total debts of $20.80 million.  The
petition was signed by Donny Rentfro, hospital CEO.

At the onset of the case, the 179-bed facility said intends to
have a term sheet outlining a sale of the facility to a "qualified
buyer."  The hospital blamed financial problems on "ill-timed and
poorly integrated acquisition of physicians' practices and new
clinical technologies," the report related.

This is the Center's second bankruptcy filing in six years.  It
filed a Chapter 9 petition on Feb. 12, 2009 (Bankr. S.D. Miss.
Case No. 09-00477).  Eileen N. Shaffer, Esq., also represented the
Debtor as counsel in the 2009 case.  The Debtor listed total
assets of between $10 million and $50 million, and total debts of
between $10 million and $50 million in the 2009 petition.  Natchez
Regional exited bankruptcy in December 2009 after a court approved
its plan of adjustment, in which all unsecured creditors owed
$5,000 were to be paid in full.

The Debtor disclosed $17,114,646 in assets and $20,805,124 in
liabilities as of the Chapter 11 filing.

In the 2014 case, Bankruptcy Judge Neil P. Olack, who presides
over the case, has held that appointment of a patient care
ombudsman is unnecessary.

The U.S. Trustee appointed three creditors to serve in the
official committee of unsecured creditors.  Douglas S. Draper,
Esq., and Heller, Draper, Patrick, Horn & Dabney, L.L.C., serve as
lead counsel.  David A. Wheeler, Esq., and Wheeler & Wheeler,
PLLC, serve as local counsel.


NATCHEZ REGIONAL: No Competing Offers vs. Stalking Horse Bid
------------------------------------------------------------
Natchez Regional Medical Center notified the Bankruptcy Court that
the stalking horse bid, pursuant to the stalking horse purchase
agreement dated July 11, 2014, is deemed to be the highest and
best offer for the assets.

On July 18, 2014, the Court entered its order approving the sale
of the assets to Natchez Hospital Company, LLC, Natchez Clinic
Company, LLC and Natchez HBP Services, LLC, and Community Health
Systems, Inc., as the stalking horse bidder.

The Debtor said that no party has submitted any information or
documentation to establish that it met the minimum qualifications
to bid prior to the qualification deadline.

The Debtor also stated that the stalking horse bidder and the
sellers intend to proceed (subject to the confirmation of a Plan
of) to a closing of the sale of the assets.

The hearing on the confirmation of the Second Amended Plan for the
Adjustment of Debts will be conducted on Sept. 29, 2014, at 9:00
a.m.

                       About Natchez Regional

Based in Natchez, Mississippi, Natchez Regional Medical Center is
a full-service hospital offering comprehensive diagnostic and
treatment services for acute, subacute and ambulatory care.
Natchez Regional serves as a referral center for the five
Mississippi counties and two Louisiana parishes it serves, known
locally as the Miss-Lou.  The hospital is owned by Adams County.

Natchez Regional Medical Center filed for Chapter 9 bankruptcy
protection (Bankr. S.D. Miss. Case No. 14-01048) on March 26,
2014.  Eileen N. Shaffer, Esq., Attorney At Law, serves as
bankruptcy counsel.  In its petition, the Center listed total
assets of $27.8 million and total debts of $20.80 million.  The
petition was signed by Donny Rentfro, hospital CEO.

At the onset of the case, the 179-bed facility said intends to
have a term sheet outlining a sale of the facility to a "qualified
buyer."  The hospital blamed financial problems on "ill-timed and
poorly integrated acquisition of physicians' practices and new
clinical technologies," the report related.

This is the Center's second bankruptcy filing in six years.  It
filed a Chapter 9 petition on Feb. 12, 2009 (Bankr. S.D. Miss.
Case No. 09-00477).  Eileen N. Shaffer, Esq., also represented the
Debtor as counsel in the 2009 case.  The Debtor listed total
assets of between $10 million and $50 million, and total debts of
between $10 million and $50 million in the 2009 petition.  Nathcez
Regional exited bankruptcy in December 2009 after a court approved
its plan of adjustment, in which all unsecured creditors owed
$5,000 were to be paid in full.

The Debtor disclosed $17,114,646 in assets and $20,805,124 in
liabilities as of the Chapter 11 filing.

In the 2014 case, Bankruptcy Judge Neil P. Olack, who presides
over the case, has held that appointment of a patient care
ombudsman is unnecessary.

The U.S. Trustee appointed three creditors to serve in the
official committee of unsecured creditors.  Douglas S. Draper,
Esq., and Heller, Draper, Patrick, Horn & Dabney, L.L.C., serve as
lead counsel.  David A. Wheeler, Esq., and Wheeler & Wheeler,
PLLC, serve as local counsel.


NAUTILUS HOLDINGS: Oct. 31 Set as General Claims Bar Date
---------------------------------------------------------
U.S. Bankruptcy Judge Robert D. Drain has established the general
bar date for filing proofs of claims against Nautilus Holdings
Limited, et al., as Oct. 31, 2014, at 5:00 p.m.  The judge
scheduled the governmental bar date for Dec. 22, at 5:00 p.m.

Proofs of claim must be submitted to the claims agent:
If by first class mail:

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

If by overnight courier or hand delivery:

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

If delivered by hand:

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

                    About Nautilus Holdings

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

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

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

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


NAUTILUS HOLDINGS: 5th Int. Order Grants Cash Use 'Til Sept. 26
----------------------------------------------------------------
Judge Robert Drain entered a fifth interim order authorizing
Nautilus Holdings Limited, et al., to use cash collateral, which
order authorizes the Debtors' use of cash through and including
the week ending Sept. 26, 2014.

The Debtors are to provide the administrative agents of their
Prepetition Loan Facilities an updated 4-week cash flow forecast
and budget in accordance with the Interim Cash Collateral Order.

As a condition for the cash collateral use, the Debtors'
prepetition lenders are entitled to certain adequate protection to
the extent of any diminution of their interests in the cash
collateral.  Among other things, the lenders are granted (i)
allowed senior administrative expense claims in the amount of the
Diminution with superpriority status over all other claims,
subject only to a carve-out, and (ii) adequate protection liens in
the amount of the Diminution subject to a carve-out.

During the term of the Fifth Interim Cash Collateral Order, only
60% of the management fees owed to Synergy Management Services
Limited will be paid out in the ordinary course of business.  The
remaining 40% will be pooled and won't be paid out to Synergy
until further Court order.

The Bankruptcy court was slated to hold a final hearing on Sept.
23, 2014.

                     About Nautilus Holdings

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

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

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

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


NAUTILUS HOLDINGS: Seeks OK of Restructuring Support Agreement
--------------------------------------------------------------
Nautilus Holdings Limited and its affiliates seek authorization to
enter into a Restructuring Support Agreement dated as of Sept. 19,
2014, with Reminiscent Ventures S.A., Synergy Management Services
Limited, Elektra Limited and DVB Bank SE (f/k/a DVB Bank AG).

Since the Petition Date, the Debtors have been responding to
various diligence requests and other demands for information from
their secured lenders while working to informally address and
resolve each of the lenders' concerns related to the Cash
Collateral Motion and the DIP Facility Motion.  Commencing on or
around August 5, 2014, DVB, followed shortly thereafter by certain
other secured lenders, served discovery requests on the Debtors
and Synergy in connection with their respective objections to the
Cash Collateral Motion and the DIP Financing Motion.  In addition
to responding to the various discovery demands from their lenders,
the Debtors also continued to engage in discussions with the
secured lenders in an effort to reach a global resolution of the
issues related to the Cash Collateral Motion and the DIP Financing
Motion.  Separately, the Debtors and their advisors have been
continuing their efforts to reach agreement on the terms of a
restructuring of all the Debtors' debt obligations.

The Restructuring Support Agreement is the culmination of
extensive dialogue and negotiations between the Debtors and one of
their secured lenders -- DVB.  The Restructuring Support Agreement
and the Term Sheet put to rest DVB's issues and objections related
to the use of its cash collateral and the DIP Facility, for the
duration of the Restructuring Support Agreement and the Term
Sheet, and represent the terms on which DVB will agree to support,
subject to the terms and conditions set forth in the Term Sheet,
(i) a restructuring of the Golden Knighthead Facility and
Metropolitan Harbour Facility, to be contained within a plan of
reorganization proposed by the Debtors and filed in connection
with the Chapter 11 Cases, (ii) the use of DVB?s cash collateral
by Metropolitan Harbour, Golden Knighthead, and/or Nautilus
Shipholdings No. 2 Limited, and (iii) the DIP Facility.

The Restructuring Support Agreement provides that the Debtors will
pursue, in good faith and subject to Bankruptcy Court approval, a
plan of reorganization consistent with the terms of the Term Sheet
and otherwise reasonably acceptable to DVB with respect to the
terms that have a material effect on DVB or the DVB Facilities.
In turn, DVB agrees to, among other things, support an Acceptable
Plan and consent to the Debtors' request to use the DVB Cash
Collateral consistent with the form of order negotiated among the
Debtors and all of their lenders so long as the Debtors adhere to
the terms of the  Term Sheet and to certain milestones set forth
therein and in the Restructuring Support Agreement, including the
following:

    (i) The Debtors file an Acceptable Plan and related disclosure
        statement on or before October 15, 2014;

   (ii) The Bankruptcy Court enters an order approving the
        disclosure statement for an Acceptable Plan on or before
        December 1, 2014;

  (iii) The Bankruptcy Court enters an order confirming an
        Acceptable Plan on or before January 15, 2015; and

   (iv) The Effective Date of an Acceptable Plan occurs on or
        before January 31, 2015.

Failure by the Debtors to achieve any of the foregoing milestones
or to comply with the terms and conditions of the Restructuring
Support Agreement will result in the termination of the
Restructuring Support Agreement, subject to the parties' rights to
waive such termination provisions and the end of DVB?s consent to
the Debtors? use of DVB?s cash collateral.

The Term Sheet sets forth the terms for the restructuring of the
DVB Facilities and other business aspects of the management of the
vessels over which DVB asserts a lien.  In addition, the Term
Sheet, subject to this Court's approval, requires the Debtors to
make certain payments to DVB within five days after approval of
the Restructuring Support Agreement.  In particular, the Term
Sheet obligates the Debtors to (a) pay all overdue Interest Rate
Swap Payments and continue to make payments thereafter in
accordance with the applicable loan documents; (b) pay all overdue
interest payments and continue to make payments thereafter in
accordance with the applicable loan documents; and (c) pay DVB's
incurred fees and expenses to the extent not previously paid.
Moreover, the Term Sheet contains a "Missed Milestone Payment"
provision whereby the Debtors undertake to pay DVB $1,500,000 to
be applied towards pay down of principal amounts outstanding under
the DVB Facilities in the event the Debtors are unable to achieve
the effective date milestone of January 31, 2015.  Importantly,
the monies used to make these payments will come exclusively from
the Debtors' accounts that are controlled by DVB and over which
DVB asserts a lien, so that the payments will not negatively
impact any other lender's rights.

The Restructuring Support Agreement allows the Debtors to take
this crucial first step without impacting or altering their
obligations under the other prepetition facilities and, therefore,
without prejudicing any other parties-in-interest.  The Debtors
believe that committing to the milestones will allow them to
advance the Chapter 11 Cases efficiently and quickly.  DVB has
indicated that meeting the milestones in the Restructuring Support
Agreement and Cash Collateral Order is critical to DVB?s
willingness to permit the expenditure by the Debtors of the
amounts set forth in the cash collateral budget and that DVB would
not have entered into the Restructuring Support Agreement or
consented to the use of DVB Cash Collateral under the proposed
budget in the absence of the agreed milestones.

                    About Nautilus Holdings

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

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

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

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


NEW BERN RIVERFRONT: Court Rejects Hamlin's Summary Judgment Bid
----------------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse denied the motion for
summary judgment filed by Hamlin Roofing Company, Inc. regarding
the third party complaint of Weaver Cooke Construction, LLC,
related to the alleged defective construction of the SkySail
Luxury Condominiums located in New Bern, North Carolina.

A copy of the Court's September Order is available at
http://is.gd/9Cepjrfrom Leagle.com.

Debtor New Bern Riverfront Development, LLC, the owner and
developer of the SkySail Project, tapped Weaver Cooke as the
Project's general contractor.  On March 30, 2009, New Bern
initiated an action in Wake County Superior Court against nine
individual defendants related to the alleged defective
construction of the SkySail Condos.  The named defendants in the
State Action included: Weaver Cooke; Travelers Casualty and Surety
Company of America; National Erectors Rebar, Inc. f/k/a National
Reinforcing Systems, Inc. and certain subcontractors of the
general contractor.

On June 14, 2012, Weaver Cooke filed its second, third-party
complaint asserting claims of negligence, contractual indemnity
and breach of express warranty against many of the subcontractors
Weaver Cooke hired during the construction of the SkySail Project;
however HRCI was not named as a third-party defendant. Thereafter,
on August 3, 2012, Weaver Cooke filed a second amendment to its
second, third-party complaint and named HRCI as a third-party
defendant. HRCI filed an answer to Weaver Cooke's second, third-
party complaint on August 13, 2012.

On December 20, 2013, HRCI filed a motion for summary judgment
regarding all three causes of action alleged by Weaver Cooke. As
grounds for summary judgment, HRCI argues that: (1) the applicable
statute of limitations bars Weaver Cooke's claims of negligence
and breach of express warranty; (2) the economic loss rule bars
Weaver Cooke's negligence claim; (3) Weaver Cooke's contractual
indemnity claim is barred by N.C. Gen. Stat. Sec. 22B-1; (4) the
negligence and contractual indemnity claims are barred by the
doctrine of contributory negligence; and (5) Weaver Cooke's claim
for breach of express warranty is barred by Weaver Cooke's failure
to furnish notice of a claim as required by the warranties.

On September 18, 2014, the Bankruptcy Court entered an order
partially denying HRCI's motion for summary judgment on its
statute of limitations defense regarding Weaver Cooke's negligence
and breach of warranty claims.

On September 22, the Court issued an order specifically to address
whether Weaver Cooke's negligence claim is barred by the economic
loss rule.

                     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: Suit v. National Erector's Goes to Trial
-------------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse denied the motion for
summary judgment filed by National Erector's Rebar, Inc. regarding
the complaint of New Bern Riverfront Development, LLC.

The adversary proceeding relates to the alleged defective
construction of the SkySail Luxury Condominiums located in New
Bern, North Carolina.  New Bern, the owner and developer of the
SkySail Project, tapped Weaver Cooke Construction, LLC was the
Project's general contractor.

On March 30, 2009, New Bern initiated an action in Wake County
Superior Court against nine individual defendants related to their
roles in the construction of the SkySail Condos.  The named
defendants in the State Action included: Weaver Cooke; Travelers
Casualty and Surety Company of America; National Erectors Rebar,
Inc. f/k/a National Reinforcing Systems, Inc.; and certain
subcontractors of the general contractor.

After New Bern filed for Chapter 11 bankruptcy, the State Action
was removed to the United States District Court for the Eastern
District of North Carolina on December 16, 2009, and subsequently
transferred to this court on February 3, 2010. After voluntarily
dismissing its causes of action as to the subcontractors named as
defendants in the State Action, New Bern filed its first amended
complaint on May 6, 2010, asserting claims against Weaver Cooke;
Travelers; NER, and the additional parties of J. Davis Architects,
PLLC, and Fluhrer Reed, PA. New Bern's sole cause of action
against NER sounds in negligence.

On June 28, 2010, NER filed a motion to dismiss New Bern's
complaint, arguing that, due to NER's contractual relationship
with Weaver Cooke, the economic loss rule barred New Bern's
negligence claim. In addition, NER asserted that New Bern had
failed to sufficiently plead a claim of professional negligence
against it. In an order entered on May 24, 2011, the court denied
NER's motion to dismiss, holding that New Bern's negligence claim
was properly brought under an exception to the economic loss rule
and that New Bern had sufficiently plead a professional negligence
cause of action against NER.  Thereafter, on June 7, 2011, NER
filed an answer to New Bern's complaint and asserted numerous
defenses, including contributory negligence.

On December 20, 2013, NER filed a motion for summary judgment
regarding New Bern's complaint. As grounds for summary judgment,
NER argues: (1) the economic loss rule is a bar to New Bern's
negligence claim; (2) New Bern has not presented any evidence of
professional negligence against NER; and, (3) New Bern's
contributory negligence is a bar to its negligence claim.

According to the Court, genuine issues of material fact still
exists as to whether New Bern did discover or should have
discovered deficiencies in the post-tension system as it was
monitoring the construction of the SkySail Project. Accordingly,
NER's motion for summary judgment shall be denied.

A copy of the Court's September 23, 2014 Order is available at
http://is.gd/tJ1RuUfrom 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 LOUISIANA: Court Approves Baker Donelson as Local Counsel
-------------------------------------------------------------
New Louisiana Holdings, LLC and its debtor-affiliates sought and
obtained permission from the Hon. Robert Summerhays of the U.S.
Bankruptcy Court for the Western District of Louisiana to employ
Jan M. Hayden and Baker Donelson Bearman Caldwell & Berkowitz,
P.C. as local counsel to the firm of Neligan, Foley, LLP, nunc pro
tunc to July 15, 2014.

The professional services Baker Donelson will render include the
following:

   (a) give the Debtors legal advice with respect to its duties as
       debtor-in-possession in the continued operation of its
       business and management of its assets;

   (b) prepare on behalf of the Debtors necessary motions,
       applications, answers, contracts, reports and other legal
       documents;

   (c) perform any and all legal services on behalf of the Debtors
       arising out of or connected with the bankruptcy
       proceedings;

   (d) perform other legal services for the Debtors, including,
       but not limited to, work arising out of labor, tax,
       environmental, corporate, litigation, and other matters
       involving the Debtors;

   (e) advise and consult with the Debtors for the preparation of
       all necessary schedules, disclosure statements, and plans
       of reorganization; and

   (f) perform all other legal services required by the Debtors in
       connection with the Debtors' Chapter 11 case.

Baker Donelson will be paid at these hourly rates:

       Jan M. Hayden            $450
       Attorneys                $175-$485
       Paralegals               $125

Baker Donelson will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Baker Donelson received a retainer in the total amount of $50,000.
These sums were paid by wire from Cypress Health Group on July 15,
2014.  This sum was charged on the books as an advance or loan to
the Debtors.  On July 28, 2014, Baker Donelson received a retainer
of $15,000 by wire from Cypress Health Group.  These sums were
charged on the books as an advance or loan to the Palm Garden
Debtors.  The retainers are held in the Trust Account of Baker,
Donelson, Bearman, Caldwell & Berkowitz.

Jan M. Hayden, shareholder of Baker Donelson, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

Baker Donelson can be reached at:

       Jan M. Hayden, Esq.
       BAKER DONELSON BEARMAN
       CALDWELL & BERKOWITZ, P.C.
       201 St. Charles Avenue, Suite 3600
       New Orleans, LA 70170
       Tel: (504) 566-8645
       Fax: (504) 585-6945
       E-mail: jhayden@bakerdonelson.com

                        About New Louisiana

New Louisiana Holdings LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Case No. 14-50756, Bankr. W.D. La.), on
June 25, 2014.

Ten affiliates of New Louisiana -- Acadian 4005 Tenant, LLC (Case
No. 14-50850), Atrium 6555 Tenant, LLC, dba The Atrium at
Lafreniere Assisted Living (Case No. 14-50851), Citiscape 5010
Tenant, LLC, dba Citiscape Apartments (Case No. 14-50853),
Lakewood Quarters Assisted 8585 Tenant, LLC (Case No. 14-50854),
Lakewood Quarters Rehab 8225 Tenant, LLC (Case No. 14-50855),
Panola 501 Partners, LP (Case No. 14-50862), Regency 14333 Tenant,
LLC (Case No. 14-50861), Retirement Center 14686 Tenant, LLC (Case
No. 14-50856), Sherwood 2828 Tenant, LLC (Case No. 14-50857), St.
Charles 1539 Tenant, LLC (Case No. 14-50858) and Woodland Village
5301 Tenant, LLC (Case No. 14-50859) filed Chapter 11 bankruptcy
petitions on July 16, 2014.

Fifteen additional affiliates of New Louisiana -- SA-PG Ocala LLC
(Case No. 14-50909), SA-PG Operator Holdings LLC (Case No. 14-
50912), SA-PG Clearwater LLC (Case No. 14-50913), SA-PG
Gainesville LLC (Case No. 14-50914), SA-PG Jacksonville LLC (Case
No. 14-50915), SA-PG Largo LLC (Case No. 14-50916), SA-PG North
Miami LLC (Case No. 14-50917), SA-PG Orlando LLC (Case No. 14-
50918), SA-PG Pinellas LLC (Case No. 14-50919), SA-PG Port St.
Lucie LLC (Case No. 14-50920), SA-PG Sun City Center LLC (Case No.
14-50921), SA-PG Tampa LLC (Case No. 14-50922), SA-PG Vero Beach
LLC (Case No. 14-50923), SA-PG West Palm Beach LLC (Case No. 14-
50924) and SA-PG Winterhaven LLC (Case No. 14-50925) filed
separate Chapter 11 bankruptcy petitions on July 28, 2014.

Four more affiliates of New Louisiana -- CHC-CLP Operator Holding
LLC (Case No. 14-51104), SA-St. Petersburg LLC (Case No. 14-
51101), SA-Clewiston LLC (Case No. 14-51102) and SA-Lakeland LLC
(Case No. 14-51103) -- that operate skilled nursing facilities
located in Lakeland, Clewiston and St. Peterburg, Florida, sought
protection under Chapter 11 of the Bankruptcy Code on Sept. 3,
2014.

The Chapter 11 cases are jointly consolidated with New Louisiana's
Chapter 11 case at Case No. 14-50756 before Judge Robert
Summerhays of the United States Bankruptcy Court for the Western
District of Louisiana (Lafayette).

The Debtors are represented by Patrick J. Neligan, Jr., Esq., at
Neligan Foley LLP, in Dallas, Texas.


NORTEK INC: S&P Affirms 'B' CCR; Outlook Stable
-----------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B' corporate credit rating, on Providence, R.I.-based Nortek
Inc.  The outlook is stable.

At the same time, S&P affirmed its 'BB-' issue-level and '1'
recovery rating on Nortek's $350 million senior secured term loan,
indicating S&P's expectation for very high (90% to 100%) recovery
under S&P's default scenario.

S&P has also affirmed its 'B' issue-level and '4' recovery ratings
on Nortek's $250 million 10% unsecured notes due 2018 and the
company's $735 million 8.5% unsecured notes due 2021.

"Our ratings affirmation reflects our view that Nortek's forecast
debt to EBITDA will remain above 5x in 2014, a level consistent
with our 'highly leveraged' financial risk assessment," said
Standard & Poor's credit analyst Pablo Garces.  "Our affirmation
also incorporates the company's 'adequate' liquidity given its
favorable debt maturity profile and the lack of financial
maintenance covenants requirements under its term loan," said
Mr. Garces.

S&P's assessment of Nortek's "fair" business risk profile
incorporates its view of its "very low" country risk and the
building materials industry's "intermediate" risk.

The stable rating outlook reflects S&P's opinion that Nortek will
generate modest positive free cash flow in the next 12 to 18
months to support its high debt requirements.  S&P's rating and
outlook also reflects our assessment of Nortek's highly leveraged
financial risk assessment, with forecast leverage of 5x or more,
and adequate liquidity position.

A downgrade could occur if EBITDA were to decrease more than 35%
from S&P's projected 2014 to 2015 level because of another
recession and reduced construction activity or rapidly rising raw
material costs.  For a lower rating, the company's interest
coverage would have to fall to 1.5x or lower and its debt to
EBITDA ratio would have to rise to more than 6x.

An upgrade could occur if a greater-than-expected recovery in
residential construction activity occurs, Nortek manages to
maintain leverage in the low 4x area and FFO to debt in the mid-
teens-percentage area, and the company would no longer be viewed
to have private equity ownership.  S&P would also need to view the
company's financial policy -- as it relates to acquisitions and
growth initiatives -- as being committed to maintaining leverage
and FFO to debt within this range.


OHCMC-OSWEGO: Modified Liquidation Plan Obtains Yes Votes
---------------------------------------------------------
OHCMC-Oswego, LLC, submitted a ballot report with respect to the
Debtor's Modified Plan of Liquidation Dated June 30, 2014.

Class 1 and Class 2 are unimpaired and therefore not entitled to
vote, as they automatically accept the Plan.  Class 4 and Class 5
are impaired and will not receive or retain any property under the
Plan on account of such claims or interests and therefore not
entitled to vote, as they automatically reject the Plan.

Class 3a submitted three ballots and all voted to accept the Plan.
Class 3b did not cast any ballots for or against the Plan and
therefore did not accept the Plan.

Accordingly, the Debtor submits that Class 3a has voted
unanimously in favor of the Plan, allowing confirmation of the
Plan under the Bankruptcy Code.

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

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

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

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

A copy of the Disclosure Statement is available at:

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

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

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

                        About OHCMC-Oswego

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

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

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

                           *     *     *

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

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


OMNICOMM SYSTEMS: Files Amendment for FY Ended Dec. 31 Report
-------------------------------------------------------------
OmniComm Systems, Inc., filed with the U.S. Securities and
Exchange Commission on Sept. 8, 2014, an amendment to its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2013.

Liggett, Vogt & Webb, P.A., expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has experienced net losses and negative cash flows from
operations and has utilized debt and equity financing to help
provide working capital, capital expenditure and R&D needs.

The Company reported a net loss of $3.16 million on $14.33 million
of total revenues for the fiscal year ended Dec. 31, 2013,
compared to a net loss of $7.83 million on $15.55 million of total
revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $4.71 million
in total assets, $36.17 million in total liabilities and total
stockholders' deficit of $31.46 million.

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

                       http://is.gd/jMZLPh

                      About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc., is a healthcare
technology company that provides Web-based electronic data capture
("EDC") solutions and related value-added services to
pharmaceutical and biotech companies, clinical research
organizations, and other clinical trial sponsors principally
located in the United States and Europe.

OmniComm Systems reported a net loss attributable to common
stockholders of $3.36 million in 2013, following a net loss
attributable to common stockholders of $8.06 million in 2012.
The Company's balance sheet at March 31, 2014, showed $4.92
million in total assets, $37.88 million in total liabilities and a
$32.95 million total shareholders' deficit.


OMNICOMM SYSTEMS: Amends First Quarter 2014 Report
--------------------------------------------------
OmniComm Systems, Inc., filed with the U.S. Securities and
Exchange Commission an amendment to its quarterly report on Form
10-Q.  A copy of the Form 10-Q/A is available at:

                       http://is.gd/DARA5F

The Company disclosed a net loss of $1.51 million on $3.18 million
of total revenues for the three months ended March 31, 2014,
compared with a net loss of $4.54 million on $3.75 million of
total revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $4.92
million in total assets, $37.88 million in total liabilities, and
a stockholders' deficit of $32.96 million.

The ability of the Company to continue in existence is dependent
on its having sufficient financial resources to bring products and
services to market for marketplace acceptance.  As a result of its
historical operating losses, negative cash flows and accumulated
deficits for the period ending March 31, 2014, there is
substantial doubt about the Company's ability to continue as a
going concern, according to the regulatory filing.

                      About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc., is a healthcare
technology company that provides Web-based electronic data capture
("EDC") solutions and related value-added services to
pharmaceutical and biotech companies, clinical research
organizations, and other clinical trial sponsors principally
located in the United States and Europe.

OmniComm Systems reported a net loss attributable to common
stockholders of $3.36 million in 2013, following a net loss
attributable to common stockholders of $8.06 million in 2012.


OVERLAND STORAGE: Incurs $7.4 Million Net Loss in Fourth Quarter
----------------------------------------------------------------
Overland Storage, Inc., reported a net loss of $7.38 million on
$24.21 million of net revenue for the three months ended June 30,
2014, compared to a net loss of $5.42 million on $12.06 million of
net revenue for the same period last year.

For the 12 months ended June 30, 2014, the Company reported a net
loss of $22.92 million on $65.69 million of net revenue compared
to a net loss of $19.64 million on $48.02 million of net revenue
for the same period a year ago.

As of June 30, 2014, the Company had $93.93 million in total
assets, $57.14 million in total liabilities, and $36.79 million in
shareholders' equity.

"We are pleased to report that we are continuing to execute,
innovate and lead the transformation of Overland Storage," said
Eric Kelly, president and CEO of Overland Storage.  "We are making
significant progress on our strategy to increase our scale,
broaden our core product portfolio, and invest in new and
innovative next-generation technologies that will enable us to
evolve into an industry leader that delivers breakthrough data
protection, virtualization, enterprise mobility, and cloud
offerings.  Our acquisition of Tandberg Data in January enabled us
to build a solid foundation in data storage products, and should
provide a clear path to profitability.  The planned merger of
Overland and Sphere 3D combines our best-of-class storage
solutions with Sphere3D's next-generation technologies for desktop
and application virtualization.  This creates a strong foundation
for the company to emerge as a new, contemporary challenger in the
fast-growing virtualization, mobile, cloud and data storage
markets."

Cash and short-term investments at June 30, 2014, were $12.1
million, compared to cash of $8.8 million at June 30, 2013.  At
June 30, 2014, the Company had $5.4 million outstanding under its
credit facilities and $14.5 million outstanding under its notes
from related parties.

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

                       http://is.gd/L52mmC

                      About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

Overland Storage incurred a net loss of $19.64 million on $48.02
million of net revenue for the fiscal year ended June 30, 2013, as
compared with a net loss of $16.16 million on $59.63 million of
net revenue during the prior fiscal year.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013, citing recurring losses and negative
operating cash flows which raise substantial doubt about the
Company's ability to continue as a going concern.


PEREGRINE PHARMACEUTICALS: Has $13-Mil. Loss in July 31 Quarter
---------------------------------------------------------------
Peregrine Pharmaceuticals, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
disclosing a net loss of $13.13 million on $5.5 million of total
revenues for the three months ended July 31, 2014, compared with a
net loss of $7.6 million on $4.69 million of total revenues for
the same period in 2013.

The Company's balance sheet at July 31, 2014, showed $87.61
million in total assets, $22.01 million in total liabilities, and
stockholders' equity of $65.59 million.

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

                       http://is.gd/Dxf5sa

Tustin, California-based Peregrine Pharmaceuticals, Inc., is a
biopharmaceutical company developing first-in-class monoclonal
antibodies focused on the treatment and diagnosis of cancer.

                           *     *     *

As reported in the TCR on July 19, 2012, Ernst & Young LLP, in
Irvine, California, expressed substantial doubt about Peregrine
Pharmaceuticals' ability to continue as a going concern, following
the Company's results for the year ended April 30, 2012.  The
independent auditors noted that of the Company's recurring
losses from operations and recurring negative cash flows from
operating activities.


PHOENIX PAYMENT: Panel Hires White and Williams as Co-Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Phoenix Payment
Systems, Inc. asks for permission from the U.S. Bankruptcy Court
for the District of Delaware to employ White and Williams LLP as
co-counsel to the Committee, nunc pro tunc to Aug. 19, 2014.

The Committee requires White and Williams to:

   (a) assist the Committee with investigating the acts, conduct,
       assets, liabilities, and financial condition of the Debtor
       and the operation of the Debtor's business, including
       without limitation based on White and Williams' historical
       knowledge of the Debtor;

   (b) advise the Committee and its other professionals regarding
       local rules, practices and procedures;

   (c) review and comment on drafts of pleadings and other
       documents to ensure compliance with local rules, practices,
       and procedures;

   (d) file pleadings and other documents as requested by
       Lowenstein and coordinate the service of same;

   (e) prepare certificates of no objection, certifications of
       counsel, notices of fee applications and hearings, and
       other routine court filings;

   (f) appear in Court on behalf of the Committee at all hearings
       and other proceedings;

   (g) participate in regular meetings of the Committee;

   (h) monitor the docket for filings and deadlines and
       coordinating with Lowenstein on pending matters that
       require responses;

   (i) handle inquiries and calls from creditors and counsel to
       interested parties regarding pending matters and the
       general status of the case, and coordinate with Lowenstein
       to respond as appropriate;

   (j) assist the Committee with preparing and filing pleadings
       and applications as may be necessary to serve the interests
       of the Committee's constituents;

   (k) provide additional support to Lowenstein as may be
       requested; and

   (l) perform other legal services as may be required or
       desirable to serve the interests of the Committee in
       accordance with the Committee's powers and duties under the
       Bankruptcy Code, Bankruptcy Rules and Local Rules.

White and Williams will be paid at these hourly rates:

       Partners                 $425-$625
       Counsel                  $385-$610
       Associates               $250-$385
       Paraprofessionals        $150-$210

White and Williams will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Mark S. Casarino, partner of White and Williams, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on Oct. 28, 2014, at 11:30 a.m.  Objections were due
Sept. 23, 2014.

White and Williams can be reached at:

       Marc S. Casarino, Esq.
       WHITE AND WILLIAMS LLP
       824 North Market Street, Suite 902
       Wilmington, DE 19899-0709
       Tel: (302) 654-0424
       Fax: (302) 654-0245
       E-mail: casarinom@whiteandwilliams.com

                      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: Panel Hires Lowenstein Sandler as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Phoenix Payment
Systems, Inc. asks for permission from the U.S. Bankruptcy Court
for the District of Delaware to employ Lowenstein Sandler LLP as
counsel to the Committee, nunc pro tunc to Aug. 19, 2014.

The Committee requires Lowenstein Sandler to:

   (a) provide legal advice as necessary with respect to the
       Committee's powers and duties as an official committee
       appointed under 11 U.S.C. section 1102;

   (b) assist the Committee in investigating the acts, conduct,
       assets, liabilities, and financial condition of the Debtor,
       the operation of the Debtor's business, potential claims,
       and any other matters relevant to the case, to the sale of
       assets or to the formulation of a plan of reorganization
       (a "Plan");

   (c) participate in the formulation of a Plan;

   (d) provide legal advice as necessary with respect to any
       disclosure statement and Plan filed in this case and with
       respect to the process for approving or disapproving
       disclosure  statements and confirming or denying
       confirmation of a Plan;

   (e) prepare on behalf of the Committee, as necessary,
       applications, motions, complaints, answers, orders,
       agreements and other legal papers;

   (f) appear in Court to present necessary motions, applications,
       and pleadings, and otherwise protecting the interests  of
       those represented by the Committee;

   (g) assist the Committee in requesting the appointment of a
       trustee or examiner, should such action be necessary; and

   (h) perform other legal services as may be required and that
       are in the best interests of the Committee and creditors.

Lowenstein Sandler will be paid at these hourly rates:

       Partners                       $500-$995
       Senior Counsel and Counsel     $385-$695
       Associates                     $275-$515
       Paralegals and Assistants      $110-$280

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

Sharon L. Levine, partner of Lowenstein Sandler, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on Oct. 28, 2014, at 11:30 a.m.  Objections were due
Sept. 23, 2014.

Lowenstein Sandler can be reached at:

       Sharon L. Levine, Esq.
       LOWENSTEIN SANDLER LLP
       65 Livingston Avenue & 6 Becker Farm Road
       Roseland, NJ 07068
       Tel: (973) 597-2374
       Fax: (973) 597-2375
       E-mail: slevine@lowenstein.com

                      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: Panel Taps Lowenstein Sandler as Consultant
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Phoenix Payment
Systems, Inc. asks for permission from the U.S. Bankruptcy Court
for the District of Delaware to employ Alvarez & Marsal North
America, LLC as financial consultant to the Committee, nunc pro
tunc to Aug. 21, 2014.

The Committee requires Alvarez & Marsal to:

   (a) advise Committee on matters related to its interests in the
       sale of the Debtor's assets;

   (b) assist with review a review of the Debtor's cost/benefit
       evaluations with respect to the assumption or rejection of
       executory contracts and unexpired leases;

   (c) assist with a review of the business model, operations,
       liquidity situation, properties, assets and liabilities,
       financial condition and prospects of the Debtor;

   (d) assist in the review of financial information distributed
       by the Debtor to the Committee, its advisors and creditors
       and others, including, but not limited to, cash flow
       projections and budgets, cash receipts and disbursements
       analysis and analysis of various asset and liability
       accounts;

   (e) attend meetings with the Debtor, the Debtor's lenders and
       creditors, the Committee and any other official committees
       organized in this Chapter 11 case, the U.S. Trustee, other
       parties in interest and professionals hired by the same, as
       requested;

   (f) assist in the review and preparation of information and
       analysis necessary for the confirmation of a plan in this
       Chapter 11 case; and

   (g) render such other general business consulting or such other
       assistance as the Committee or its counsel may deem
       necessary, consistent with the role of a financial advisor
       and not duplicative of services provided by other
       professionals in this Chapter 11 case.

Alvarez & Marsal will be paid at these hourly rates:

       Managing Directors       $625-$850
       Directors                $475-$625
       Associates               $350-$475
       Analysts                 $225-$350

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

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

The Court for the District of Delaware will hold a hearing on the
application on Oct. 28, 2014, at 11:30 a.m.  Objections were due
Sept. 23, 2014.

Alvarez & Marsal can be reached at:

       Kelly Stapleton
       ALVAREZ & MARSAL NORTH AMERICA, LLC
       600 Madison Avenue, 8th Floor
       New York, NY 10022
       Tel: +1 (212) 763-9750
       E-mail: kstapleton@alvarezandmarsal.com

                      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.


PLAY TIME VENTURES: Case Summary & 20 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Play Time Ventures, Inc.
        6233 Edgewater Drive
        Orlando, FL 32810

Case No.: 14-10856

Chapter 11 Petition Date: September 24, 2014

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

Debtor's Counsel: Aldo G Bartolone, Jr., Esq.
                  BARTOLONE LEGAL GROUP, PA
                  2816 E. Robinson St.
                  Orlando, FL 32803
                  Tel: (407) 294-4440
                  Fax: (407) 287-5544
                  Email: aldo@bartolonelaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by James E. Driscoll, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb14-10856.pdf


PROSPECT PARK: Creditors Slam Chapter 11 Plan
---------------------------------------------
Law360 reported that the Official Committee of Unsecured Creditors
appointed in the Chapter 11 case of Prospect Park Networks LLC
blasted the production company's disclosure statement, saying it
omits key information and touts a plan that cannot be confirmed.
According to the report, the Creditors' Committee contends the
disclosure statement fails to provide information about how PPN
values its primary asset -- a $95 million breach-of-contract suit
against the ABC television network -- or how that litigation will
be handled after bankruptcy.

                   About Prospect Park Networks

Prospect Park Networks, LLC, a Los Angeles, Calif.-based talent
and management company, filed for Chapter 11 bankruptcy (Bankr. D.
Del. Case No. 14-10520) in Wilmington, on March 10, 2014,
estimating $50 million to $100 million in assets, and $10 million
to $50 million in debts.  The petition was signed by Jeffrey
Kwatinetz, president.

William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at
Cousins Chipman & Brown LLP, in Wilmington, Delaware; and John H.
Genovese, Esq., Michael Schuster, Esq., and Heather L. Harmon,
Esq., at Genovese Joblove & Battista, P.A. serve as the Debtor's
bankruptcy counsel.  The Debtor also hired Cohn Reznick LLP as an
ordinary course professional.

The U.S. Trustee for Region 3 selected three creditors to serve on
the Official Committee of Unsecured Creditors.  Cole, Schotz,
Meisel, Forman & Leonard, P.A., serves as the Committee's counsel.


QUANTUM FOODS: Asks Court to Establish Claims Bar Dates
-------------------------------------------------------
Quantum Foods LLC seeks to establish deadlines for creditors to
file proofs of claim against the Debtors in the Chapter 11 case.

The Debtors filed voluntary petition for relief under Chapter 11
of the Bankruptcy Code on February 18, 2014. The Debtors made
efforts to sell their business but to no avail as they failed to
produce a buyer. Thus, the Debtors sold substantially all of their
personal property assets via a "turn-key" sale transaction. The
sale was approved by the Court June 19, 2014, and closed on June
20, 2014.

Thus, the Debtors before complying with the existing claims must
require the necessary information regarding the claims by filing
proof of claims and this cannot be done without the Court setting
up bar dates.

Quantum Foods is represented by:

     M. Blake Cleary, Esq.
     Kenneth J. Enos, Esq.
     Andrew L. Magaziner, Esq.
     YOUNG CONAWAY STARGATT & TAYLOR, LLP
     Rodney Square
     1000 North King Street
     Wilmington, DE 19801
     Telephone: (302) 571-6600
     Facsimile: (302) 571-1253

          - and -

     Daniel J. McGuire, Esq.
     Gregory M. Gartland, Esq.
     Caitlin S. Barr, Esq.
     WINSTON & STRAWN LLP
     35 West Wacker Drive
     Chicago, IL 60601
     Telephone: (312) 558-5600
     Facsimile: (312) 558-5700

                       About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods LLC and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to CTI
Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Daniel J.
McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr,
Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq.,
Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, serve as local counsel.  City
Capital Advisors is the investment banker.  FTI Consulting, Inc.
also serves as advisor. BMC Group is the claims and notice agent.

The U.S. Trustee for Region 3 appointed five members to the
official committee of unsecured creditors in the case.  The
Committee is seeking to retain Triton Capital Partners, Ltd. as
financial advisor; and Mark D. Collins, Esq., Russell C.
Silberglied, Esq., Michael J. Merchant, Esq., Christopher M.
Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton &
Finger, P.A. as counsel.

Raging Bull is represented in the case by Van C. Durrer II, Esq.,
at Skadden Arps Slate Meagher & Flom LLP.  Crystal Finance LLC is
represented by David S. Berman, Esq., at Riemer & Braunstein LLP.


QUINTILES TRANSNATIONAL: Moody's Affirms Ba3 Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family Rating and
the Probability of Default Rating of Quintiles Transnational
Holdings Inc. (the parent company of Quintiles Transnational
Corp.), at Ba3 and Ba3-PD, respectively. Concurrently, Moody's
affirmed the SGL-1 Speculative Grade Liquidity Rating (signifying
very good liquidity) and changed the outlook to positive from
stable.

"The change in outlook to positive reflects our view that
favorable industry fundamentals will support strong EBITDA growth
at Quintiles, which will continue to drive deleveraging", stated
Jessica Gladstone, a Moody's Senior Credit Officer. Growth in
EBITDA has resulted in adjusted debt to EBITDA declining to 3.6x
from 4.1x over the past year.

Moody's Rating Actions:

Ratings Affirmed:

Quintiles Transnational Holdings Inc.

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3-PD

Speculative Grade Liquidity Rating SGL-1

Quintiles Transnational Corp.

Senior secured Revolving Credit Facility at Ba3 (LGD 3)

Senior secured Term Loan due 2018 at Ba3 (LGD 3)

The outlook was changed to positive from stable.

Ratings Rationale

Quintiles' Ba3 Corporate Family Rating reflects the company's
considerable size, scale and leading position as both a
pharmaceutical contract research organization ("CRO") and a
contract sales organization ("CSO"). Quintiles is the world's
largest pharmaceutical service provider and is well positioned to
gain market share from smaller players and benefit from the
industry's favorable growth outlook. Demand for Quintiles'
services will grow as pharmaceutical companies outsource an
increasing portion of their R&D and other functions. The ratings
are also supported by the company's good operating cash flow and
very good liquidity.

The ratings are constrained by the company's history of aggressive
financial policies, including numerous dividends to shareholders
and share repurchase transactions. The ratings also reflect risks
inherent in the CRO and CSO industries, which are highly
competitive, have high reliance on the pharmaceutical industry,
and are subject to cancellation risk.

Moody's could upgrade Quintiles' ratings if the company
demonstrates continued stable revenue growth and profit margins
and if the rating agency expects the company to maintain adjusted
debt/EBITDA below 4.0x.

Moody's could downgrade the ratings if the company experiences
revenue declines and/or margin erosion due to broader trends
within the CRO or CSO industries or if the company undertakes
significant debt-financed acquisitions or shareholder initiatives.
More specifically, adjusted debt to EBITDA that increases above
5.0 times could lead to a downgrade.

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

Headquartered in Durham, North Carolina, Quintiles (NYSE: Q) is a
leading global provider of outsourced contract research and
contract sales services to pharmaceutical, biotechnology and
medical device companies. The company is publicly traded but
private equity firms Bain, TPG, 3i and Temasek and the company's
founder, Dr. Dennis Gillings, retain a significant stake in
Quintiles. Quintiles recorded net service revenue of approximately
$4 billion for the twelve month period ended June 30, 2014.


REVEL AC: Revised Bidding Rules OK'd; Sale Hearing Sept. 30
-----------------------------------------------------------
The Bankruptcy Court has approved Revel AC, Inc.'s proposed break-
up fee to Polo North Country Club, Inc., the proposed buyer, which
will be payable to Polo in the event Revel sells the business to
another buyer.

The original bid procedures order set Aug. 4, 2014 and Aug. 7,
2014 as the dates for the submission of qualified bids and the
auction, respectively.  Although the Debtors received certain bids
by the Aug. 4 bid deadline, such bids did not constitute qualified
bids and the Debtors filed a notice of the continuation of the
auction.

The Debtors have entered into an Asset Purchase Agreement dated as
of Sept. 5, 2004, with Polo North Country Club, Inc., by and
through its principal Glenn Straub, for the sale of substantially
all of the assets of the Debtors for $90 million in cash.  The
Polo APA contains no financing, due diligence or gaming or
licensing approval contingencies.  Polo, as stalking horse
purchaser, has deposited $10 million in cash into escrow in
connection with the Polo APA.

The terms of the Polo APA require, among other things, approval by
the Bankruptcy Court of a break-up fee to Polo in the amount of $3
million in the event the Debtors consummate an alternative
transaction.

Because the Debtors did not have a stalking horse bid at the time
of entry of the Bid Procedures Order in July, the order did not
include approval of a break-up fee in connection with the sale.

The U.S. Trustee filed an objection to the revised bid procedures,
including the $3 million break up fee payable to the stalking
horse bidder.

The hearing to approve the sale has been scheduled on Sept. 30,
2014, at 1:00 p.m.

                           About Revel AC

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

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

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

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

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

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

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


REVEL AC: Seeks to Tap Cooper Levenson as Special Counsel
---------------------------------------------------------
Revel AC, Inc., asks the Bankruptcy Court for authorization to
employ Cooper Levenson P.A. as non-bankruptcy special counsel.

Cooper Levenson will provide the following legal services to the
Debtors, including but not limited to: personal injury defense,
commercial litigation and contnlct disputes, employment and labor
matters, civil rights actions, oversight of criminal prosecutions,
worker's compensation, land use zoning and planning, commercial
transactions, collection matters, casino regulatory matters, and
environmental and governmental relations.  Cooper Levenson is the
firm best positioned to handle these matters in a cost-effective
and efficient manner.

Lloyd Levenson, the primary attorney expected to be engaged by the
Debtor, will be compensated by his hourly rate of $160-$625 per
hour.

To the best of the Debtors' knowledge, Lloyd Levenson is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                           About Revel AC

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

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

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

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

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

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

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


REVEL AC: Deadline to Remove Actions Extended to January 2015
-------------------------------------------------------------
U.S. Bankruptcy Judge Gloria M. Burns has approved Revel AC, Inc.,
et al.'s request to file notices to remove actions until Jan. 15,
2015 or 30 days after the entry of an order terminating the
automatic stay with respect to any particular action, to file
notices to remove actions.

                           About Revel AC

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

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

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

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

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

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

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


REVEL AC: Seeks More Time to Decide on Unexpired Leases
-------------------------------------------------------
Revel AC submitted its motion to extend the time to assume or
reject unexpired leases of nonresidential real property through
and until January 15, 2015.

The Debtors assert that their business is complex and the Debtors
and their management, employees and professionals have spent
considerable time and attention on preparing for a sale of the
business and maximizing the value of the Debtor's assets. As a
result, the Debtors have not had sufficient time to investigate
fully the existence of any and all unexpired leases under which
they are lessees or to evaluate completely whether the Debtors
should assume or reject such leases.

The Debtors have recently entered into a stalking horse asset
purchase agreement with a potential buyer and will be holding an
auction to sell the Debtor's assets. The non-extension of the
assumption or rejection period will surely be prejudicial to the
Debtors, creditors and the estate. The Debtors added that it is
critical that the status quo be maintained to ensure the prudent
and efficient assumption or rejection of such leases.

Revel AC is represented by:

     Micheal J. Viscount, Jr., Esq.
     Raymond M. Patella, Esq.
     John H. Strock, Esq.
     FOX ROTHSCHILD LLP
     1301 Atlantic Avenue, Suite 400
     Atlantic City, NJ 08401
     Tel: (609) 348-4515
     Fax: (609) 348-6834
     E-mail: mviscount@foxrothschild.com
             rpatella@foxrothschild.com

          - and -

     John K. Cunningham, Esq.
     Richard S. Kebrdle, Esq.
     Kevin M. McGill, Esq.
     WHITE & CASE LLP
     Southeast Financial Center
     200 South Biscayne Boulevard, Suite 4900
     Miami, FL 33131
     Tel: (305) 371-2700
     Fax: (305)358-5744
     E-mail: jcunningham@whitecase.com
             rkebrdle@whitecase.com
             kmcgill@whitecase.com

                           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: Oct. 7 Hearing on Adequacy of Plan Disclosures
-----------------------------------------------------------
The Bankruptcy Court will convene a hearing on Oct. 7, 2014, to
consider adequacy of the information in the Disclosure Statement
explaining River-Bluff Enterprises, Inc.'s Plan of Reorganization.

At the hearing previously held, the parties discussed matters in
relation to the Disclosure Statement.  In this relation, 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.

                        The Chapter 11 Plan

As reported in the TCR on Aug. 6, 2014, according to the
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

                  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: Hearing on Cash Collateral Continued Until Oct. 7
--------------------------------------------------------------
The Bankruptcy Court, according to a minute entry, continued until
Oct. 7, 2014, the final hearing to consider River-Bluff
Enterprises, Inc.'s request to continue using cash collateral.
The Debtor is requesting to use U.S. Bank's cash collateral until
Dec. 31, 2014.

As reported in the TCR on Aug. 6, 2014, the Debtors were earlier
authorized to continue using the cash collateral that was turned
over to the Debtor from the Sterling Bank operating account of
Revitalization Partners, L.L.C., the Debtor's superseded receiver,
and rents and other proceeds of the collateral generated from
March 11, 2014.  U.S. Bank is granted a lien on and security
interest in all of the property in which U.S. Bank holds a valid
and enforceable prepetition lien and security interest and
acquired by the Debtor on and after the Petition Date.

                  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.


ROBERT G. MULLENDORE: Can't Employ Broker Post-Confirmation
-----------------------------------------------------------
Montana Bankruptcy Judge Ralph B. Kirscher denied the request of
Robert G. Mullendore to employ Lawrence Hayes & Associates as
broker to market and sell the Debtor's real property located in
Dawson County, Montana, at a commission rate of 8% or less of the
sales price.

The Office of U.S. Trustee filed an objection on the grounds that
the Debtor, two years post-confirmation, no longer is a debtor-in-
possession with trustee powers to employ professionals, that the
Debtor has no need to seek court approval for employment of
professionals to sell non-estate property, and that the confirmed
Plan does not provide that this Court retains jurisdiction over
the employment of professionals.

The Debtor was represented by attorney James A. Patten, Esq., of
Billings.  Neal G. Jensen, Esq., appeared on behalf of the U.S.
Trustee.

According to Judge Kirscher, because the Debtor, post-
confirmation, no longer has the trustee powers of a debtor in
possession, he is not entitled to court approval of Hayes'
employment as a professional person under Sec. 327(a).

Mullendore commenced the Chapter 11 case by filing a voluntary
petition (Bankr. D. Mont. Case No. 11-62141) on November 9, 2011.
The Debtor filed his plan and disclosure statement, and filed an
Amended Chapter 11 Plan on June 4, 2012.  The Amended Plan, as
modified by stipulations, was confirmed on September 7, 2012,
after objections to confirmation were resolved by settlement.

The confirmed Plan is both an operating plan and a liquidating
plan, in which "the Debtor will continue his business enterprises
and he will liquidate certain property." At paragraph 1.05 the
Plan defines "Debtor" as "Robert G. Mullendore, Debtor and Debtor-
in-Possession and Reorganized Debtor."

A copy of the Court's September 22, 2014 Memorandum of Decision is
available at http://is.gd/PGzMF5from Leagle.com.


ROSEVILLE SENIOR LIVING: CapitalSource Wants End of Cash Use
------------------------------------------------------------
CapitalSource Finance LLC, the holder of first priority liens and
security interests in the primary assets of Roseville Senior
Living Properties, LLC, asks the bankruptcy court to terminate the
Debtor's authority to use cash collateral.

According to CapitalSource, since the Court's entry of the
heavily-negotiated Cash Collateral Order on Nov. 13, 2013, the
Debtor has continually violated the Cash Collateral Order.  Rather
than immediately exercise its negotiated and bargained-for right
under the Cash Collateral Order to terminate the Debtor's use of
Cash Collateral, CapitalSource has tried to work with the Debtor
to avoid such termination, while explicitly reserving its rights
and remedies and voicing its concerns regarding the Debtor's cash
management process and overall commitment to the bankruptcy
process.

The most recent breaches resulted from the Debtor making
substantial unbudgeted and unauthorized disbursements in the
aggregate amount of $154,728.53 in June 2014.  Putting aside
whether the disbursements were extraordinary obligations that the
Debtor did not foresee when it submitted its June 2014 Budget only
a week before making the disbursements, significantly, the Debtor
obtained neither CapitalSource's approval or a court order
authorizing the substantial unbudgeted disbursements despite the
Cash Collateral Order requiring that the Debtor obtain such
approval or court order prior to making any such unbudgeted
disbursements.  The Debtor specifically requested this approval
process be included in the Cash Collateral Order.  In fact, the
Debtor did not even contact CapitalSource before it made the
disbursement, but, instead, waited almost five weeks after it made
the disbursement to notify CapitalSource.

Rather, on its own accord, the Debtor made the unbudgeted
disbursements, resulting in (a) a material breach of the Cash
Collateral Order and a Termination Event under Section 9(a) of the
Cash Collateral Order and (b) the Debtor's budget to actual
variance for June 2014 disbursements exceeding 20%, well above the
five percent variance permitted under the Cash Collateral Order,
constituting yet another Termination Event under Section 9(c) of
the Cash Collateral Order.

These recent Termination Events coupled with information recently
discovered while investigating the causes of these recent
Termination Events?which information casts doubt on the accuracy
of the Debtor's petition and its schedules?underscore and confirm
the concerns that CapitalSource has consistently voiced throughout
this proceeding.  Specifically, these unauthorized disbursements
and recently discovered information evidence, in the best case
scenario, the Debtor's complete lack of control over its cash
management process and, in the worst case, the Debtor's blatant
disregard for the Cash Collateral Order, the obligations incumbent
upon Debtor under the Bankruptcy Code, and the integrity of the
bankruptcy process.

As a result of the most recent Termination Events, pursuant to
Section 9 of the Cash Collateral Order, CapitalSource's counsel
served Debtor and its counsel with a termination notice (a)
notifying the Debtor of the occurrence of several Termination
Events and (b) immediately terminating the Debtor's ability to use
any Cash Collateral or the Prepetition Senior Collateral effective
as of August 22, 2014.

Even though CapitalSource has exercised its bargained-for rights
under the Cash Collateral Order in issuing the Termination Notice,
CapitalSource recognizes that the Debtor's capricious actions
affect not only Debtor, but, more importantly, affect the
residents of the Facility.  As a direct result of Debtor's
actions, there is an immediate and emergent need to ensure the
safety and welfare of the residents of the Debtor's Facility.
Thus, although not required under the Cash Collateral Order,
CapitalSource has filed this Application to not only notify the
Court of its issuance of the Termination Notice, but also to
reinstate the Debtor's authority to use the Cash Collateral and
other Prepetition Senior Collateral through December 2, 2014,
solely to the extent the Cash Collateral is necessary to ensure
the residents' safety and welfare or to preserve or protect the
value of the Collateral and only if the amendments set forth on
Exhibit B are made to the Cash Collateral Order.

CapitalSource Finance LLC is represented by:

         McDONNELL CROWLEY HOFMEISTER, LLC
         Brian W. Hofmeister, Esq.
         691 State Highway 33
         Trenton, New Jersey 08619
         Tel: (609) 890-1500
         Fax: (609) 890-6961
         E-mail: bhofmeister@mchfirm.com

         KATTEN MUCHIN ROSENMAN LLP
         Kenneth J. Ottaviano, Esq.
         William S. Dorsey, Esq.
         Karin H. Berg, Esq.
         525 W. Monroe Street
         Chicago, IL 60661
         Tel: (312) 902-5200
         Fax: (312) 902-1061
         E-mail: kenneth.ottaviano@kattenlaw.com
                 william.dorsey@kattenlaw.com
                 karin.berg@kattenlaw.com

                      About Roseville Senior

Roseville Senior Living Properties, LLC, owns and operates a
senior assisted living housing facility in Roseville, California.
It filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 13-
31198) on Sept. 27, 2013, in Newark.  Judge Donald H. Steckroth
presides over the case.  Walter J. Greenhalgh, Esq., at Duane
Morris, LLP, represents Roseville Senior Living Properties as
counsel.  Friedman LLP serves as the Debtor's accountant.

Roseville Senior Living Properties estimated $10 million to $50
million in assets, and $1 million to $10 million in liabilities.
In its schedules filed with the Bankruptcy Court, the Debtor
indicated total assets and total debts as "Unknown", a copy of
which is available for free at:

       http://bankrupt.com/misc/rosevillesenior.doc54.pdf

The petition was signed by Michael Edrei, managing director,
Meecorp Capital Markets, Inc.

The United States Trustee for Region 3 appointed Joseph Rodrigues,
State Long Term Care Ombudsman, California Department of Aging, as
the Patient Care Ombudsman in the Debtor's case.


SAGE AUTOMOTIVE: Moody's Assigns B2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned ratings for Sage Automotive
Holdings, Inc. (Sage) - Corporate Family and Probability of
Default Ratings at B2, and B2-PD, respectively.

In a related action Moody's assigned a B2 rating to the $150
million first-lien senior secured term loan, and a Caa1 rating to
the $40 million second-lien senior secured term loan. Proceeds
from the funded term loans along with equity from affiliates of
Clearlake Capital Group and management will be used to fund the
purchase price of Sage. The rating outlook is stable.

The following ratings were assigned:

Corporate Family Rating, B2;

Probability of Default, B2-PD;

B2 (LGD3), for the $150 million 1st lien senior secured term loan

Caa1 (LGD5), for the $40 million 2nd lien senior secured term loan

Outlook: Stable

The $30 million asset based revolving credit facility is not rated
by Moody's.

Ratings Rationale

Sage's B2 Corporate Family Rating incorporates the company's
modest size, exposure to the highly cyclical automotive market,
and high geographic concentration; balanced by a strong EBITA
margin. With LTM June 2014 revenues of approximately$290 million
Moody's believes that Sage's debt service capacity is especially
susceptible to cyclical swings in automotive demand when compared
to other participants in the industry with more scale. This risk
to revenues is further exacerbated by the company's high exposure
to one geographic region, North America, which represented about
76% of revenues in 2013. As a supplier of fabrics for the
automotive interiors, Sage plays an important role in the
consumers' product appeal. The company's capabilities and
competitive position are supported by longstanding customer
relationships, resulting in strong EBITA margins. Yet, Sage must
continue to develop innovative fabric designs and textures to meet
changing consumer preferences, including leather and leather-like
products, while managing customer contractual price downs. While
opportunities to expand the company's vehicle content may improve
the company's revenues over the intermediate-term, other interior
fabric areas are expected to generate profit margins. On a pro
forma basis, Moody's estimates debt/EBITDA (inclusive of Moody's
standard adjustments) to be above 4x, with EBITA/interest at about
2.5x.

The stable outlook reflects Moody's expectation that Sage's credit
metrics will be maintained within the assigned rating range over
the intermediate-term supported by an adequate liquidity profile.

Sage is anticipated to maintain a good liquidity profile over the
near-term supported by availability under a $30 million senior
secured ABL revolving credit facility and modest free cash flow
generation. The ABL revolving credit facility is expected to be
undrawn at closing with a borrowing base sufficient to support
availability of the full committed facility amount. The facility
should remain largely undrawn over the near-term. Sage's strong
margins are expected to support growth related working capital
needs and modest capital expenditure requirements, resulting in
modest free cash flow generation over the near-term. The proposed
secured credit facilities are expected to have a total secured net
leverage ratio financial covenant. While levels have not yet been
determined, it is expected that they will be set with an adequate
cushion to support operations.

The company's relatively small scale and narrow product mix are
challenges that constrain the ratings. The outlook or ratings
could improve if the company's growth and profit levels continue
to support current EBITA margins, EBITA/interest above 3.25x, and
Debt/EBITDA below 3.5x.

The outlook or rating could be lowered if North American
automobile production levels deteriorate resulting in weakening
profitability or if consumer preferences move away from the
company's product offerings. A lower outlook or rating could arise
if EBITA margin deteriorates, EBITA/interest deteriorated to 2x
times, or if debt/ EBITDA were to approach 5 times. A
deterioration in liquidity or a financial policy that is focused
on shareholder distributions rather than debt reduction could also
lower the company's outlook or rating.

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

Sage Automotive Holdings, Inc. (Sage), headquartered in
Greenville, South Carolina, is a leading manufacturer of specialty
fabrics for the automotive interiors business. The company is a
full-service supplier with design and manufacturing sites in 19
countries. Sage is majority owned by a private investment fund
managed by Clearlake Capital Group. Revenues for the LTM June 2014
were approximately $290 million.


SAMCHULLY MIDSTREAM: Moody's Assigns B1 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
(CFR) to Samchully Midstream 3 LLC (Samchully) and a B1 rating to
its proposed $300 million term loan. Moody's also assigned a SGL-3
Speculative Grade Liquidity Rating and a stable outlook. The
proceeds of the term loan combined with equity investments from
Samchully's financial sponsors will be used to fund the
acquisition of a 34% equity interest in Cardinal Gas Services,
L.L.C. (Cardinal, unrated). The assigned ratings are subject to a
review of the final documents.

"The B1 ratings for Samchully are supported by Cardinal Gas
Services' visible cash flow growth underpinned by long-term fee-
based contracts that also mitigate volume risk," commented Pete
Speer, Moody's Senior Vice President. "The rating also reflects
the risks of Samchully's high initial leverage and its minority
ownership position, providing lenders under the term loan with
only a direct claim on the equity ownership stake in Cardinal."

Assignments:

Issuer: Samchully Midstream 3 LLC

Probability of Default Rating, Assigned B1-PD

Speculative Grade Liquidity Rating, Assigned SGL-3

Corporate Family Rating, Assigned B1

Senior Secured Bank Credit Facility (Local Currency), Assigned
B1(LGD4)

Outlook Actions:

Issuer: Samchully Midstream 3 LLC

Outlook, Assigned Stable

Ratings Rationale

Samchully Midstream 3 LLC and its holding company parent,
Samchully Midstream Holdings 3 LLC (Samchully Holdings), were
formed by Samchully Asset Management Company (SAMCO) to purchase a
34% equity interest in Cardinal for $544 million from a subsidiary
of TOTAL S.A. ((P)Aa1 negative) and EV Energy Partners, L.P. (B1
stable). Samchully Holdings will receive $470 million of equity
funding combined with the proposed $300 million senior secured
term loan to fund the acquisition and catch-up capital
contributions for the year-to-date capital spending in 2014. The
company will have about $140 million of cash after closing to be
used towards funding its anticipated share of capital expenditures
for the remainder of 2014 and well into 2015.

SAMCO is the investment arm of the Samchully Group, a company that
is the largest gas local distribution company and a major
distributor of heating and electricity in Korea. Samchully's
equity funding will come from a SAMCO led consortium of Korean
pension funds and other Korean institutional investors.

The remaining 66% of Cardinal is owned by Access Midstream
Partners, L.P. (Ba1 under review for upgrade), which serves as the
operator. Cardinal provides natural gas gathering and other
services in the Utica Shale to an exploration and production joint
venture of Chesapeake Energy (Ba1 stable), TOTAL, and EnerVest
(unrated). Cardinal has about 700,000 acres dedicated to it from
the joint venture's 1.4 million acre area of mutual interest. The
company's services are provided under long-term contracts with the
joint venture owners that provide for fee-based revenues with
annual cost of service adjustments to the fees to ensure a minimum
return on Cardinal's capital investments. This cost of service
structure mitigates Cardinal's volume risks and provides high
predictability to its future cash flows and distributions to its
owners.

The B1 CFR reflects the strong visibility to future distributions
from Cardinal owing to its long-term fee based contract structure,
limited volume risk and the supportive fundamentals for production
growth in the Utica Shale. The rating is also supported by the
substantial equity contribution from its owners and their
strategic rationale for investing in natural gas infrastructure
and production in the US in connection with Korea's rising
interest in being a long-term purchaser of North American natural
gas. The positive attributes are partially offset by Samchully's
initially high gross financial leverage, significant future
capital funding requirements and its structural subordination to
any liabilities at Cardinal.

The $300 million term loan will be secured by a first lien claim
on the equity ownership interests in Cardinal and substantially
all of Samchully's other assets. The term loan will also be
guaranteed by Samchully Holdings and will have a first lien claim
on the holding company's equity. The B1 rating on the term loan is
the same as the CFR since it represents all of the company's
outstanding debt. The term loan is structurally subordinated to
any trade payables or other liabilities of Cardinal. There is no
debt outstanding at Cardinal and it could only issue debt through
the unanimous approval of its owners. The term loan agreement will
specifically prohibit Samchully from approving any debt issuance
by Cardinal, limiting the risk to further structural subordination
to debt at Cardinal.

The stable outlook is based on Moody's expectation that Cardinal
will achieve its earnings growth forecasts through its planned
capital investment, resulting in rising distributions that will
steadily reduce Samchully's gross Debt/EBITDA through 2016 towards
4.5x. Shortfalls from forecasts that result in Debt/EBITDA being
sustained over 5x could result in a ratings downgrade. In order to
be upgraded, Samchully's cash flow would have to grow
substantially with greater underlying diversification while
leverage would have to decline to under 4x on a sustained basis.

Moody's expects Samchully to maintain adequate liquidity through
2015, based primarily on its expected cash balance of about $140
million after transaction closing. The company will not have a
committed revolving credit facility so it will likely require
additional debt funding in the latter half of 2015 to fund future
growth capital contributions. The term loan covenants have not
been finalized, but are expected to have leverage limits that step
down over time in line with the company's financial projections
while leaving sufficient room for future covenant compliance. All
of Samchully's significant assets will be pledged to the term
loan, so the company will have no meaningful alternative sources
of liquidity.

The principal methodology used in this rating was Global Midstream
Energy published in December 2010. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Samchully Midstream 3 LLC will own 34% of Cardinal Gas Services, a
provider of natural gas gathering and other related services in
the Utica Shale in Ohio. Samchully is owned by a consortium of
Korean pension funds and other institutional investors.


SAMCHULLY MIDSTREAM: S&P Assigns 'B' CCR & Rates $300MM Loan 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Samchully Midstream 3 LLC.  At the same
time, S&P assigned a 'B' issue-level rating and a '3' recovery
rating to the company's $300 million senior secured term loan due
2021.  The '3' recovery rating indicates S&P's expectation for
meaningful recovery (50% to 70%) if a payment default occurs.  The
outlook is stable.

The 'B' corporate credit rating reflects a four-notch negative
ratings differential from the stand-alone credit profile (SACP) of
Cardinal Gas Services LLC, of which Samchully owns a 34% equity
interest.  The notching differential reflects the deep structural
subordination of Samchully's debt relative to Cardinal's
underlying cash flows, and takes into consideration S&P's views on
Cardinal's underlying cash flow stability, the risk of Cardinal
distributions being halted, and the level of debt at Samchully
itself.  The bb+ SACP on Cardinal reflects its stable underlying
cash flows, and its lack of external debt.  Offsetting this are
its small scale and geographic concentration in the Utica Basin.

In assigning ratings to Samchully, S&P uses a "rating to
principles" approach because such structures (i.e., where the
entity's only asset is a noncontrolling stake in another entity)
are not in scope for S&P's corporate and project financing
methodologies.

Cardinal gathers "wet" gas in the Utica Basin ("wet" gas contains
natural liquids such as ethane and butane).  Although currently
small with a run-rate EBITDA in the $60 million area, S&P expects
volumes to ramp up quickly, resulting in a forecast EBITDA of
about $200 million in 2015.  Pro-forma for this transaction,
Cardinal will be 66% owned by Access Midstream Partners L.P. and
34% owned by Samchully.

To assign ratings to Samchully, we developed an approach to rate
companies that have a noncontrolling equity interest in one or
more speculative-grade entities.

In this approach, S&P rates companies with such a noncontrolling
equity interest ("investment company") in another company (the
"underlying entity") three to five notches below the underlying
entity. If the investment company owns more than one underlying
entity, the starting point would generally be the average issuer
credit ratings of the underlying entities, weighted by the cash
flow received at the investment company level.

"The stable outlook on Samchully reflects our expectations that
the company will maintain sufficient liquidity to fund the capital
spending program at Cardinal for the next three years, before
receiving net positive cash flow from the company after which it
will be able to reduce debt beginning in 2018," said Standard &
Poor's credit analyst Mike Llanos.

S&P could lower the ratings if it believes Cardinal faces
liquidity challenges such that cash on hand and expected
distributions aren't enough to cover anticipated debt service or
if S&P expects Cardinal's valuation to decline, making a debt
refinancing more challenging.

Given that S&P expects net distributions from Cardinal to
Samchully to be negative over the next several years, it do not
envision a scenario under which S&P would raise ratings in the
near-term.


SCOTTSDALE VENETIAN: Signs Deal to Resolve FNB's Plan Objection
---------------------------------------------------------------
Scottsdale Venetian Village, LLC, has signed a deal that would
resolve the objection of First National Bank of Hutchinson to its
proposed Chapter 11 reorganization plan.

Under the deal, Scottsdale and FNB agree that the bank's secured
claims as of Sept. 1 total $7,810,766.  The bank also agrees to
withdraw its objection and vote in favor of confirmation of the
plan.

FNB holds secured claims against Scottsdale on account of the two
loans it extended to the company, according to court filings.

The first loan, which was extended to Scottsdale in 2006, is
secured by a lien against the company's leasehold interest in a
hotel in Arizona.  In 2012, FNB made a second loan in the amount
of $235,000 to pay the delinquent real estate taxes on the
property.

                   About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The Company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., and Wesley D.
Ray at Polsinelli Shughart, P.C., in Phoenix.  Charles B. Foley,
CPA, PLLC serves as the Debtor's accountant.

As reported in the March 12, 2014 edition of the TCR, Scottsdale
Venetian Village LLC has won approval of the disclosure statement
explaining its proposed Chapter 11 plan.  The bankruptcy judge
approved the disclosure statement after the Debtor resolved the
objection made by First National Bank of Hutchinson.

Scottsdale Venetian Village amended the Plan documents on Feb. 27,
2014, to incorporate terms reached with the buyer for the Debtor's
interests in the Days Hotel in Scottsdale, Arizona.


SEARS METHODIST: Ombudsman Has Access to Confidential Information
-----------------------------------------------------------------
The Bankruptcy Court granted the U.S. Trustee's motion requesting
that the patient care ombudsman be granted access to confidential
patient information and clarification of Rule 2015.1 Service
Requirements to patients.

The ombudsman, according to the order, is authorized to have
access to and review confidential patient records and information
necessary and appropriate to discharge the duties and
responsibilities, without special notice to patients, provided
that the ombudsman agrees to maintain the confidentiality of any
information related to patients, including patient records.

The ombudsman is directed to:

   a. monitor the quality of patient care provided to patients of
the Debtor, to the extent necessary under the circumstances,
including interviewing patients, care providers, and physicians;

   b. report regarding the quality of patient care provided to the
patients of the Debtor, at a hearing or in writing, after notice
to the parties-in-interest, not later than 60 days after
appointment, and not less frequently than at 60-day intervals
thereafter;

   c. immediately file a motion or a written report with the
Court, with notice to the parties-in-interest, if the ombudsman
determines that the quality of patient care provided to patients
of the Debtor is declining significantly or is otherwise
materially compromised; and

   d. ensure posting of a conspicuous patient notice informing
residents of the ombudsman appointment, duties, and availability
in lieu of personal service.

                       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 Gets Final Nod to Use $3MM Invesco Loan
--------------------------------------------------------------
The Bankruptcy Court entered a final order authorizing debtor
Sears Tyler Methodist Retirement Corporation to obtain
postpetition financing from Invesco High Yield Municipal Fund or
its designee, as note purchaser.

The loan will be in the form of a private placement note purchase
transaction in an aggregate amount up to $3,000,000.  The Debtor
will use the loan to (a) fund Tyler's postpetition operating
expenses incurred in the ordinary course of business; and (b) pay
certain other costs and expenses of administration of the Chapter
11 case.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender:

   1. first priority priming liens senior to any prepetition or
postpetition liens on Tyler's assets, subject to carve out on
certain expenses; and

   2. superpriority administrative expense claim status,

The Debtor's use of the loan will be dependent on it complying
with these milestones:

   (i) by Aug. 15, 2014, obtain entry of an order approving the
retention of an investment banker engaged for the purpose of
selling all or substantially all of Tyler's assets pursuant to
section 363 of the Bankruptcy Code;

  (ii) by Sept. 29, enter into a letter of intent with a
prospective purchaser for the sale, in a form and substance
acceptable to Tyler and purchaser;

(iii) by Nov. 7, enter into an asset purchase agreement with the
prospective purchaser, in a form and substance acceptable to Tyler
and purchaser, memorializing the letter of intent and any non-
material modifications resulting from due diligence;

  (iv) by Nov. 7, file (w) a motion with the Bankruptcy Court
seeking approval of bidding and auction procedures relating to the
sale, (x) a proposed order approving the Sale Procedures, (y) a
proposed order approving the Sale as contemplated under the sale
procedures, and (z) appropriate supporting declarations, in each
case in a form and substance acceptable to Tyler and purchaser;
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.

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.

   (v) by Nov. 25, obtain entry of an order approving the sale
procedures, in a form and substance acceptable to Tyler and
purchaser; and

  (vi) by Dec. 24, obtain entry of an order approving the sale, in
a form and substance acceptable to Tyler and purchaser.

Previously, the Court authorized the interim access to the loan.

                       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.


SGK VENTURES: Judge Confirms Chapter 11 Plan of Liquidation
-----------------------------------------------------------
U.S. Bankruptcy Judge Eugene Wedoff confirmed the liquidation plan
proposed by SGK Ventures LLC's official committee of unsecured
creditors.

According to the liquidation plan, all cash necessary for payments
under the plan will be obtained from existing cash balances, or,
in the case of payments to be made by a liquidating trustee, from
the proceeds of the liquidating trust assets.

Administrative claims and priority tax claims will be paid in
full on the later of the effective date of the plan or when such
claims become allowed.

Based on current levels of cash and SGK Ventures' financial
projections, the committee anticipates the company having between
$22.9 million and $23.1 million of cash as of July 1, 2014.  The
amount of cash is more than enough to satisfy all administrative
claims and priority tax claims, in addition to Class 1 other
priority claims, Class 2 other secured claims, and Class 3
convenience claims.

The committee believes that the amount of cash will also be
sufficient to create a reserve for the alleged secured disputed
Class 5 NewKey claims, in case they are allowed ; and make an
initial distribution to holders of Class 4 general unsecured
claims.

A full-text copy of the confirmation order is available for free
at http://is.gd/1mzild

                        About Keywell L.L.C.

Keywell L.L.C., a supplier of scrap titanium and stainless steel,
filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-37603)
on Sept. 24, 2013.  Mark Lozier signed the petition as president
and CEO.

Keywell LLC first filed schedules disclosing $22,515,017 in total
assets, and $35,025,633 in total liabilities.  In its amended
schedules, Keywell disclosed $22,546,386 in total assets and
$39,361,793 in total liabilities.  As reported in the Troubled
Company Reporter on May 12, 2014, the Debtor filed an amended
summary of schedules disclosing assets of $22,602,974 and
liabilities of $37,181,354.

Judge Eugene R. Wedoff presides over the case.

Howard L. Adelman, Esq., Chad H. Gettleman, Esq., Henry B. Merens,
Esq., Brad A. Berish, Esq., Mark A. Carter, Esq., Adam P.
Silverman, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman
Ltd. serve as the Debtor's counsel.  Alan B. Patzik, Esq., Steven
M. Prebish, Esq., and David J. Schwartz, Esq., at Patzik, Frank &
Samotny Ltd. serve as the Debtor's special counsel.  Eureka
Capital Markets, LLC, serves as the Debtor's investment banker,
while Conway MacKenzie, Inc., serves as its financial advisors.

The Debtor's lenders are represented by Steven B. Towbin, Esq.,
and Gordon E. Gouveia, Esq., at Shaw Fishman Glantz & Towbin LLC,
in Chicago, Illinois.

The United States Trustee for Region 11 appointed an Official
Committee of Unsecured Creditors.  The panel has hired David A.
Agay, Esq., Sean D. Malloy, Esq., Scott N. Opincar, Esq., Joshua
A. Gadharf, Esq., and T. Daniel Reynolds, Esq., at McDonald
Hopkins LLC as counsel.  Alvarez & Marsal North America, LLC,
serves as financial advisors to the Committee.

In December 2013, the Bankruptcy Court formally approved the sale
of the Debtor's assets to KW Metals Acquisition LLC for $15.8
million.  The original offer was from Cronimet Holdings Inc. for
$12.5 million cash.

Keywell LLC changed its name and case caption to "SGK Ventures,
LLC" following the sale.


SHAHZADA KHAN: Calascibetta Appointed Ch. 11 Bankruptcy Trustee
---------------------------------------------------------------
Anthony Calascibetta, CPA, has been appointed a Chapter 11 Trustee
for the case of Shahzada Khan by the U.S. Trustee for the Northern
District of California.

Mr. Calascibetta's appointment will be in re: Shahzada Khan, Case
Number 14-42875 MEH; and his responsibility will be to take
control of the subject estate and to manage the case to maximize
returns to the Creditors.

The Trustee has filed applications to retain Duane Morris LLP as
counsel and EisnerAmper, LLP, as accountant.

Mr. Calascibetta is a partner in EisnerAmper's Bankruptcy and
Restructuring Group.  His experience includes previous
appointments as a bankruptcy examiner, Chapter 7 trustee, Chapter
11 trustee, plan trustee and as a future asbestos claims
representative.  He has assisted trustees and their counsel in
performing forensic and fraud investigations, Rule 2004
investigations and the development of plans of reorganization.

Khan's Chapter 11 case (Bankr. N.D. Cal. Case No. 14-42875) is
pending before Judge M. Elaine Hammond in Oakland California.
Khan originally filed a Chapter 13 case on July 7, 2014 but the
case was converted to Chapter 11 on July 28, 2014.

According to the docket, the Sec. 341(a) meeting of creditors is
slated for Oct. 15, 2014.   The deadline to file claims is Nov.
24, 2014.  The deadline for objecting to discharge is Oct. 24,
2014.

The Debtor is represented by:

         Ivan C. Jen
         LAW OFFICES OF IVAN JEN
         5820 California St
         San Francisco, CA 94121
         Tel: (415) 504-2706
         E-mail: ivan@icjenlaw.com

                       *     *     *

The United States Trustee Program is the component of the U.S.
Department of Justice that supervises the administration of
bankruptcy cases.  The United States Trustee for Region 17 serves
the federal judicial district established for the Eastern and
Northern Districts of California and the District of Nevada.  The
regional office is located in San Francisco, CA.

       About EisnerAmper's Bankruptcy & Restructuring Group

EisnerAmper's Bankruptcy & Restructuring Group --
http://www.eisneramper.com-- provides restructuring and
investigative advisory services to distressed companies, unsecured
creditors, senior lenders and trustees in the middle market
environment.


SIFCO SA: Hearing on Brazilian Proceeding Adjourned to Oct. 22
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
adjourned to Oct. 22, 2014, the hearing on SIFCO SA's petition to
recognize its reorganization proceedings launched in Brazil as a
foreign main proceeding.  Objections, if any, are due by Oct. 15.

SIFCO's reorganization proceedings under Brazilian insolvency law
are pending before the Vara de Falencias e Recuperacoes Judiciais
da Comarca de Sao Paulo/SP.

                          About SIFCO SA

Brazilian company SIFCO SA began its operations in 1958, and today
it believes that it is the sole producer and supplier of front
axles and I-beams for trucks and buses in South America.  SIFCO's
management and engineers are located outside Sao Paulo, Brazil in
the City of Jundiai, Brazil, where it also maintains manufacturing
and foundry facilities.

In the 1960s, SIFCO was dedicated to supplying the then-recently
created domestic Brazilian automotive industry. Eventually, SIFCO
began producing high technology forging components in compliance
with the most comprehensive requirements of several automotive
industry segments, such as tractors and agricultural machines,
among others.

SIFCO commenced a bankruptcy restructuring in Brazil on April 22,
2014.  A day later, on April 23, it filed a Chapter 15 petition in
U.S. Bankruptcy Court (Bankr. S.D.N.Y. Case No. 14-bk-11179) in
Manhattan, New York.

SIFCO distributes products in the U.S. through Westport Axle
Corp., which was a subsidiary until it was sold in late 2013.  The
petition shows assets of less than $500 million and debt exceeding
$500 million.  SIFCO has $75 million outstanding on senior secured
notes with Bank of New York Mellon Corp. as agent.

SIFCO is owned by Sifco Metals Participacoes S.A. which is a
privately owned company.

SIFCO is represented in the U.S. proceedings by Duane Morris LLP,
in New York.


SOLAR POWER: To Issue 41.2MM Shares to Home Value, et al.
---------------------------------------------------------
Solar Power, Inc., disclosed in a Form 8-K filed with the U.S.
Securities and Exchange Commission that it entered into a purchase
agreement whereby the Company agreed to issue, and each of Home
Value Holding Co., Limited, Strong Textile Hong Kong Limited,
Harker Investment Limited, et al., agreed to purchase, 41,240,000
shares of common stock of the Company, par value US$0.0001 per
share for an aggregate purchase price of US$48,250,800.

On Sept. 22, 2014, the Company also entered into an option
agreement, whereby the Company agreed to grant Home Value Holding
Co., Limited an option to purchase from the Company 17,200,000
Common Shares for an aggregate purchase price of US$20,125,000 on
or prior to Nov. 21, 2014.

                          About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

Solar Power reported a net loss of $32.24 million in 2013
following a net loss of $25.42 million in 2012.  As of Dec. 31,
2013, the Company had $70.96 million in total assets, $73.83
million in total liabilities and a $2.86 million total
stockholders' deficit.

Crowe Horwath LLP, in San Francisco, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred a current year net loss of $32.2
million, has an accumulated deficit of $56.1 million, has
experienced a significant reduction in working capital, has past
due related party accounts payable and a debt facility under which
a bank has declared amounts immediately due and payable.
Additionally, the Company's parent company LDK Solar Co., Ltd has
experienced significant financial difficulties including the
filing of a winding up petition on Feb. 24, 2014.  These matters
raise substantial doubt about the Company's ability to continue as
a going concern.


SOUND SHORE: Confirmation Hearing on Liquidating Plan on Nov. 3
---------------------------------------------------------------
U.S. Bankruptcy Judge Robert Drain has approved the disclosure
statement in support of the Plan of Liquidation of Sound Shore
Medical Center of Westchester and its affiliates dated Sept. 17,
2014.

The confirmation hearing is set on Nov. 3, 2014, at 10:00 a.m.
Objections to confirmation of the plan are due Oct. 23, 2014, at
4:00 p.m.

The Plan provides a means by which the proceeds of the liquidation
of the Debtor's assets will be distributed.  Holders of Allowed
Unsecured Claims, including Allowed Medical Malpractice/Personal
Injury Claims, will receive pro rata distributions of cash from
the net proceeds.  To recall, the closing of the sale of the
Debtors' assets was concluded in November of 2013.  Montefiore
Medical Center and certain of its affiliates agreed to buy the
Debtors' assets in the amount of $54 million, plus the appraised
value of furniture, equipment and inventory acquired by the buyer.

The majority of the liens were satisfied through the sale proceeds
at the closing of the sale.  Specifically, the Debtors paid
approximately $42.2 million to satisfy their secured claims.

A copy of the First Amended Disclosure Statement is available for
free at: http://bankrupt.com/misc/SOUNDSHORE_820_1ds.pdf

                About Sound Shore Medical Center

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.

The Debtors were the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C.
as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as
financial advisors; and GCG Inc., as claims agent.

Alston & Bird LLP represents the Official Committee of Unsecured
Creditors.  Deloitte Financial Advisory Services LLP serves as the
Committee's as financial advisor.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.

Neubert, Pepe & Monteith, P.C., represents Daniel T. McMurray, the
patient care ombudsman for Sound Shore.

The Debtors filed for bankruptcy to sell their assets, including
their hospital and nursing home operations, to the Montefiore
health system.  On Aug. 8, 2013, the Bankruptcy Court entered an
order, as affirmed and ratified by a Supplemental Sale Order
entered on Oct. 15, 2013, approving the sale to Montefiore New
Rochelle Hospital, Inc., Schaffer Extended Care Center, Inc.,
Montefiore Mount Vernon Hospital, Inc. and certain related
affiliates.

In June 2013, Montefiore added $4.75 million to its purchase offer
to speed up the sale.  Montefiore raised its bid to $58.75 million
plus furniture and equipment as part of a request for a private
sale of the hospitals.

On Nov. 6, 2013 at 12:01 a.m., the closing of the Sale occurred
and the sale became effective.

Montefiore is represented by Togut, Segal & Segal LLP.


STOCKTON, CA: Moody's Affirms Ba1 Rating on Water & Sewer Debts
---------------------------------------------------------------
Moody's Investors Service has affirmed the long-term ratings of
the city of Stockton's (CA) water and sewer enterprises' debts at
Ba1. Moody's have also changed the outlook on the city's water
bond rating to developing from stable, while the developing
outlook on the sewer system's rating remains the same.

Ratings Rationale

The affirmation at Ba1 of the city's water and sewer enterprises'
ratings reflects the continuing uncertainty bondholders face from
the city's Chapter 9 bankruptcy, notwithstanding the otherwise
sound credit fundamentals of these two enterprises. The
affirmation also reflects Moody's expectation that the city's
treatment of these enterprise bonds, which is outlined in its plan
of adjustment, will likely remain unchallenged throughout the
remainder of the bankruptcy. Under Chapter 9 of the bankruptcy
code, a municipality must issue and have confirmed a plan of
adjustment before it can emerge from bankruptcy. The city's plan
serves as its blueprint for reorganizing its debt and other
aspects of its operations. In that plan the city indicated it
would not impair the debt of either enterprise, a position it has
maintained since its initial filing.

In early October, Moody's expect the court to issue a ruling as to
whether it has confirmed Stockton's plan of adjustment. Under the
plan, the pledges securing the bonds are defined as "special
revenues," which cannot be used for any purpose other than to pay
bondholders. The plan calls for a continuation of payments from
the pledged revenues to bondholders. While both enterprise systems
are component units of the city, state law restricts the use of
revenues the systems collect for system-purposes only. Given that
the city has not defaulted on payment of these bonds and that no
other party has objected to the city's treatment of the pledge
during the bankruptcy, Moody's believe the probability that the
city or bankruptcy court will modify the proposed course of action
is low.

Were it not for the city's bankruptcy, the ratings of both
enterprise systems would be comparable to those credits of similar
size and credit quality, assuming no other exogenous factors. The
Ba-level rating signifies that Moody's do not expect the city to
default on these bonds; rather, in the possible, but highly
unlikely event of a default, bondholder recovery would likely be
very high. The rating also indicates that the city's bankruptcy,
and municipal bankruptcy in general, injects an unusual element of
uncertainty relative to investment-grade municipal credits. While
municipal defaults have been relatively rare, over five-year
investment horizons Ba-rated sovereigns, non-financial
corporations and financial institutions have consistently met
their debt service requirements on a timely basis about 89% of
time.

Outlook

The change of the outlook of the water system bonds to developing
reflects the inherent uncertainty of the bankruptcy process and
the possibility that the bankruptcy judge may decline to confirm
the city's proposed plan of adjustment. If the court does not
confirm the plan because it fails the "fair and equitable"(or
"cram down") test, the city may be forced to modify its proposal.
In that case, the possibility exists, although with a low
probability, that Stockton could attempt to restructure its
outstanding enterprise obligations, resulting in principal losses
to bondholders. Confirmation of the plan, however, would represent
a credit-positive event, in that bondholders would continue to
receive full and uninterrupted repayment of the promised debt
service.

What Could Change The Ratings - Up

-- A continuation of debt service payments in full in bankruptcy
and evidence that bondholders will receive the full value of their
principal, without adjustment.

What Could Change The Ratings - Down

-- A disruption of debt service and indications that the bonds
would be subject to a loss in principal.

Principal Methodology

The principal methodology used in this rating was Analytical
Framework For Water And Sewer System Ratings published in August
1999.


TENET HEALTHCARE: Fitch Assigns 'B-' Rating on $500MM Sr. Notes
---------------------------------------------------------------
Fitch Ratings has assigned a 'B-/RR5' rating to Tenet Healthcare
Corp.'s (Tenet) $500 million senior unsecured notes due 2019.
Proceeds will be used to refinance existing debt, fund recent
acquisitions and for general corporate purposes.  Fitch has also
affirmed Tenet's existing ratings, including the 'B' Issuer
Default Rating (IDR).  The Rating Outlook is Stable.

A full list of rating actions follows at the end of this press
release.  The ratings apply to approximately $11.6 billion of debt
as of June 30, 2014.

KEY RATING DRIVERS

   -- The Q4'13 acquisition of Vanguard Health Systems (VHS) left
      Tenet with one of the most highly leveraged balance sheets
      in the for-profit hospital industry.  The all-cash
      transaction added approximately $4.3 billion of debt to the
      balance sheet.  Fitch projects total-debt-to-EBITDA of 5.8x
      at the end of 2014, about a full turn of EBITDA above the
      4.7x level prior to the acquisition.

   -- Opportunities to reduce leverage through debt repayment are
      limited since Tenet generates negative FCF.  Persistently
      negative FCF is partly the result of the company's industry
      lagging profitability; operating EBITDA margins had been
      exhibiting an improving trend, but the integration of the
      lower margin VHS business set back progress in this area.

   -- Fitch viewed the purchase of VHS as strategically sound.  It
      enhanced the geographic scope of Tenet's portfolio of acute-
      care hospitals and added operational diversification through
      VHS' health plan business.  The strategic rationale for
      consolidation in the hospital industry is encouraged by
      reforms favoring larger, integrated systems of care
      delivery, including the Affordable Care Act (ACA).

   -- Hospital industry management teams are contending with a
      very dynamic operating environment due to the implementation
      of the ACA, the evolution of payment schemes, and other
      regulatory reforms influencing organic operating trends.  On
      top of these issues, Tenet's business profile currently
      involves the integration VHS, which was the first major
      acquisition made by the company in recent history, as well
      as managing a large schedule of in progress and recently
      completed capital expansion projects.

   -- The most important near-term drivers of improvement in the
      operating profile include Tenet's recent investment in
      building its outpatient services capacity, the completion of
      some of the large capital projects during 2014, and growth
      of the Conifer Health Solutions business.  All of these
      initiatives should contribute to sustainable growth in
      EBITDA and higher operating margins, but each involves some
      execution risk.

VHS Acquisition Strategically Sound But Stresses Balance Sheet

Tenet's fourth-quarter 2013 acquisition of VHS was entirely debt
financed, resulting in pro forma leverage of 5.8x and interest
coverage of 2.5x.  Funding for the transaction, as well as share
repurchases during 2013, added $4.6 billion of debt to the capital
structure, including $1.8 billion of secured notes and $2.8
billion of unsecured notes.

On a stand-alone basis, the financial profiles of both Tenet and
VHS were fairly weak relative to the industry peer group.  Both
companies had high leverage, generated weakly positive or negative
FCF, and had industry-lagging EBITDA margins.  Weak profitability
was partly a business mix issue; Tenet's outpatient operations
were historically lacking, and VHS's health plans pulled down
overall profitability.  In addition to weak profitability, cash
generation was strained by high-cost debt and aggressive capital
spending.

Fitch thinks the additional scale and broader geographic footprint
resulting from the acquisition will aid the recent progress that
both companies were making in addressing headwinds to their
financial profiles.  Synergies are a time-proven component of
return on investment in hospital acquisitions, and the strategic
rationale for consolidation in the industry is further encouraged
by reforms favoring larger, integrated systems of care delivery,
including the Affordable Care Act (ACA).

Tenet expects to achieve $60 million to $110 million of EBITDA
growth due to realization of cost synergies in 2014, and $100-$200
million of benefit over the entire integration process.  Fitch
believes this is a reasonable number based on the size of the
business and the relatively lower operating margins of VHS.
According to Tenet's management, the primary source of synergies
stems from VHS's decentralized cost management and payor
contracting practices, which limited the company's financial
benefits of scale.

Despite the reasonable basis supporting the expectation of
synergies, Fitch notes that Tenet does not have a track record of
successfully integrating hospital acquisitions; most of the
company's recent purchases have been of small outpatient assets.
Tenet is now nine months into the integration process, and it
appears to be proceeding smoothly, with no major surprises or
hiccups.  On the company's Q2'14 earnings calls, management
increased the 2014 synergy target by $10 million.  The company has
achieved an important milestone in the process, completing
contract negotiations with most of the major national health
insurance carriers, including Aetna, Cigna, UnitedHealth and
Humana, to include the VHS hospitals.

Hospital Industry Operating Trend Improving

The for-profit hospital industry has been experiencing weak
organic growth in patient volumes, particularly of inpatient
admissions, since the trough of the 2007-2009 recession.  A high
unemployment rate and growth in the consumer share of healthcare
spending led to the deferral of elective medical procedures and
higher volumes of Medicaid and uninsured patients (which are less
profitable than those with commercial health insurance).  Acute
care hospitals have also been contending with heightened payor
scrutiny of relatively expensive hospital admissions as
technological advancements enable the shift of increasingly
complex medical procedures to outpatient settings.

During this period, Tenet's organic operating trends have mostly
mirrored the broader industry.  Like other operators with an urban
and suburban market focus, Tenet has fared somewhat better than
rural market operators in this challenging environment, although
the group has not been entirely resilient to headwinds to organic
growth.  Facing a stiff comparison to a strong result in 2012 and
weak growth in lower acuity service lines, Tenet's organic patient
volume growth in 2013 was softer than in recent periods, with same
hospital adjusted admissions dropping 1.1%.  This weak volume
metric somewhat underperformed the peer group; same hospital
adjusted admissions across the Fitch-rated group of for-profit
hospital providers dropped 0.7% on average in 2013.

Operating trends were similarly weak in Q1'14, then improved
drastically in Q2'14, with most companies reporting better organic
volume growth, an improved payor mix with lower volumes of insured
patients, and a higher acuity case mix, which is supportive of
pricing growth and profitability.  Tenet reported organic volume
growth of 4.7% and 4% on a pro forma basis if VHS had been owned
in both periods.  This is the company's best performance on
volumes in recent history and well out performed the industry
despite the generally strong performance across the peer group.

Drivers of the improved trend include economic improvement in most
geographies, the effects of the insurance expansion elements of
the ACA, as well as an ongoing skew toward a more acute (sicker)
patient population.  Fitch thinks that management initiatives to
create growth in more profitable areas, including targeted
expansion in outpatient services and more acute service lines,
were also a factor.  While these results are encouraging, it is
difficult to determine if the improved trend will be sustainable
since the secular headwinds to growth mentioned above remain
intact, including general pressure on payment rates and actions by
patients and payors to limit relatively expensive hospital care in
less acute situations.

Weak FCF Profile

Tenet's liquidity profile is adequate aside from persistently
negative FCF (equals cash from operations less capital
expenditures and dividends).  At June 30, 2014, liquidity was
provided by $406 million of cash on hand and $994 million of
availability on the $1 billion capacity bank revolver.  Following
the redemption of the $474 million 9.25% unsecured notes maturing
in February 2015 with proceeds of a 5% notes issuance in July
2014, near-term debt maturities are minimal.  Redemption of the
2015 notes also eliminates the potential for the springing
maturity of the credit facility to fourth-quarter 2014.

Tenet's limited financial flexibility, most particularly its
negative FCF profile, has been the major issue constraining the
company's ratings over the past several years.  The rate of cash
burn had been incrementally improving due to expanding operating
margins and the refinancing of high-cost debt, but progress
reversed somewhat in 2013.  In the LTM ended June 30, 2014, Tenet
produced FCF of negative $250 million.  Negative FCF was partly
the result of the VHS acquisition, which contributed to higher
cash outflows for acquisition-related expenses, capital
expenditures and interest expense beginning in fourth-quarter
2013, as well as delay in the receipt of certain supplemental
Medicaid payments.

Fitch expects Tenet's cash generation to improve in the second
half of the year and for the company to generate positive but thin
FCF in 2014, with a FCF margin below 1%.  The refinancing of
certain high cost debt will help cash generation in the second
half, and the company expects to receive the delayed Medicaid
payment in Q4'14.  A high level of capital expenditures, as well
as spending required to ramp up some newly opened capital
projects, will continue to be a headwind.

VHS is committed to capital investments in some of its recently
acquired markets.  However, the funding of these projects will
support growth in EBITDA over the longer term.  Some of the in-
progress projects, including a heart hospital in Detroit, MI and a
general acute care hospital in New Braunfels, TX, opened earlier
in 2014.  Fitch projects annual run rate capital expenditures of
about $1 billion in 2014 through early 2015 to support this
schedule of projects before the level of spending moderates
starting in mid-2015.

Prior to the acquisition of VHS, Tenet had been showing decent
improvement in profitability, which had historically lagged the
industry because of operational issues dating from the past
decade.  From 2008 to the LTM ended Sept. 30, 2013, Tenet's
operating EBITDA margin expanded about 450 bps to 13.3% from 8.8%.
The integration of VHS did result in an immediate drop in margins
since the operating EBITDA margin of that company prior to the
acquisition was around 10%, with both the health plan business and
the acute care operations posting industry-lagging margins.  In
addition, Tenet is facing secular threats to profitability like
the rest of the hospital industry, manifesting in weak organic
growth in patient volumes and pressure on Medicare and Medicaid
payment rates.

Despite the challenging operating environment and set back related
to the VHS integration, Fitch thinks Tenet's business profile
includes several opportunities to boost profitability and generate
sustainable growth in EBITDA.  One area in which the company has
already made significant progress is expanding its outpatient
business.  Starting in 2010, Tenet invested significantly in this
area through both de novo construction of outpatient facilities
and acquisitions.  During 2013, Tenet's results were significantly
helped by stronger performance in the outpatient portfolio, with
outpatient visits up 2.9% and outpatient revenue per visit up
3.3%.  The company attributes $72 million of 2013 EBITDA to
investments in outpatient capacity of $264 million since 2010.
Outpatient services made up about 35% of revenue in 2013, up from
about 30% in 2008.  This progress demonstrates that Tenet is
closing the gap in this area relative to its industry peers; in
comparison, HCA generates about 40% of revenue from outpatient
services.

RATING SENSITIVITIES

Maintenance of the 'B' Issuer Default Rating (IDR) will require an
expectation of total debt to EBITDA dropping to below 5.5x during
2015.  Tolerance for normalized leverage of up to 5.5x at the 'B'
IDR assumes improvement in cash generation, with FCF margins
expanding to 1.0-1.5% in 2015-2016.  Tenet's operating profile is
improving and includes several potential drivers for better cash
generation, including the stabilization of organic operating
trends in the company's largest hospital markets, growth in the
higher margin outpatient services and Conifer Health Solution
business, the realization of financial synergies through the
integration of VHS, and the successful ramp up of several recently
opened and in-progress capital expansion projects.

The Stable Rating Outlook reflects Fitch's belief that the 5.5x
leverage target is achievable through EBITDA expansion driven by
organic growth in the business, as opposed to the application of
cash to debt reduction.  Given Tenet's strained FCF, opportunities
to pay down debt are limited.  If the company chooses to fund
share repurchases or additional acquisition opportunities with
debt and delay deleveraging, it could result in a downgrade of the
ratings.

A positive rating action is unlikely over the next one-to-two
years given Tenet's constrained FCF and weak margins.
Furthermore, the 'B' IDR incorporates the expectation for
generally improving operations in the hospital industry due to the
ACA and economic improvement in the near term.

DEBT ISSUE RATINGS

Fitch has affirmed Tenet's ratings as follows:

   -- IDR at 'B';
   -- Senior secured credit facility and senior secured notes at
      'BB/RR1';
   -- Senior unsecured notes at 'B-/RR5'.

The Recovery Ratings are based on a financial distress scenario
which assumes that value for Tenet's creditors will be maximized
as a going concern (rather than a liquidation scenario).  Fitch
estimates a post-default EBITDA for Tenet of $1.15 billion, which
is a 40% haircut to Fitch's forecasted EBITDA 2014 of $1.9 billion
considering the contribution of VHS.  Fitch's post-default cash
flow estimate for companies in the hospital sector considers the
structure of the industry, including relatively stable and non-
cyclical cash flows, a high level of exposure to cuts in
government payor reimbursement that makes up 30-40% of revenues,
offset by the consideration that hospital care is a critical
public service.

Fitch then applies a 7.0x multiple to post-default EBITDA,
resulting in a post-default enterprise value (EV) of $7.7 billion
for Tenet.  The multiple is based on observation of both recent
transactions/takeout and public market multiples in the healthcare
industry.  Fitch significantly haircuts the transaction/takeout
multiple assigned to healthcare providers since transactions in
this part of the healthcare industry tend to command lower
multiples.  The 7.0x multiple also considers recent trends in the
public equity market multiples for healthcare providers.

Fitch applies a waterfall analysis to the post-default EV based on
the relative claims of the debt in the capital structure.
Administrative claims are assumed to consume 10% of post-default
EV.  Fitch assumes that Tenet would draw $500 million or 50% of
the available capacity on the $1 billion revolver in a bankruptcy
scenario, and includes that amount in the claims waterfall.  The
revolver is collateralized by patient accounts receivable, and
Fitch assumes a reduction in the borrowing base in a distressed
scenario, limiting the amount Tenet can draw on the facility.

The 'BB/RR1' rating for Tenet's secured debt, which includes the
bank credit facility and the senior secured notes, reflects
Fitch's expectation of 100% recovery under a bankruptcy scenario.
The 'B-/RR5' rating on the unsecured notes reflects Fitch's
expectations of recovery of 23% of outstanding principal, under
the conservative assumption that none of the $500 million in notes
proceeds are used to refinance outstanding debt.

The bank facility is assumed to be fully recovered before the
secured notes.  The bank facility is secured by a first priority
lien on the patient accounts receivable of all of the borrower's
wholly owned hospital subsidiaries, while the secured notes are
secured by the capital stock of the operating subsidiaries, making
the notes structurally subordinate to the bank facility with
respect to the accounts receivable collateral.


TENET HEALTHCARE: Moody's Assigns B3 Rating on $500MM Sr. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD 5) rating to Tenet
Healthcare Corporation's proposed offering of $500 million of
senior unsecured notes due 2019. Moody's understands that the
proceeds of the offering will be used for general corporate
purposes, including repaying amounts drawn on the company's
revolver and acquisitions. Moody's also affirmed Tenet's B1
Corporate Family Rating and B1-PD Probability of Default Rating.
Concurrently, Moody's upgraded the rating on Tenet's senior
secured notes to Ba2 (LGD 2) from Ba3 (LGD 3) and raised the
Speculative Grade Liquidity Rating to SGL-2 from SGL-3. The rating
outlook is stable.

The upgrade of the rating on Tenet's senior secured notes to Ba2
(LGD 2) reflects the decrease in expected loss on those
instruments in a bankruptcy scenario resulting from the increase
in the amount of unsecured debt in the capital structure in
accordance with the application of Moody's Loss Given Default
Methodology. The company's unsecured notes would be expected to
absorb losses ahead of the secured notes in a bankruptcy scenario.

The change of the Speculative Grade Liquidity Rating to SGL-2
reflects Moody's expectation of an improvement in Tenet's
liquidity profile, characterized in part by the extension of the
company's maturity profile through the refinancing of notes that
would have come due in the near term. Additionally, the company
has enhanced its liquidity sources through increasing the size of
its asset based revolver and establishing a separate letter of
credit facility thereby freeing up revolver availability.

The affirmation of Tenet's B1 Corporate Family Rating reflects
Moody's expectation that this issuance of debt will not have a
meaningful impact on the company's leverage given the anticipated
reduction in the amount of revolver outstanding. However, Moody's
expects that the company will focus on reducing leverage, which
remains very high following the acquisition of Vanguard Health
Systems in October 2013, over the next twelve months.

Following is a summary of Moody's rating actions.

Ratings assigned:

$500 million senior unsecured notes due 2019 at B3 (LGD 5)

Ratings upgraded:

Senior secured notes to Ba2 (LGD 2) from Ba3 (LGD 3)

Speculative Grade Liquidity Rating raised to SGL-2 from SGL-3

Ratings affirmed:

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

Senior unsecured notes at B3 (LGD 5)

Ratings Rationale

Tenet's B1 Corporate Family Rating reflects its high financial
leverage, and Moody's anticipation that significant capital
spending requirements will limit free cash flow in the near term
and constrain the ability to meaningfully repay debt. The rating
also reflects Moody's expectation that industry challenges will
continue, including pricing pressure from changes in Medicare
reimbursement, slow growth in healthcare utilization, and
increases in expenses associated with physician alignment
initiatives. However, the rating is supported by Tenet's
considerable scale, as well as Moody's anticipation that credit
metrics will improve over the next 12 to 18 months to levels more
supportive of the B1 rating. The rating also incorporates Moody's
expectation that the company will remain disciplined in the use of
incremental debt for acquisitions or shareholder initiatives until
leverage is reduced.

Given that Moody's current rating anticipates improvement in the
credit metrics over the next 12 to 18 months, an upgrade of the
rating in the near term is not expected. However, the rating could
be upgraded if the company is able to reduce and maintain leverage
below 4.0 times.

Moody's could downgrade the rating if the company fails to
generate improvements in operating performance, experiences
disruptions in the integration of the Vanguard operations or
increases leverage for acquisitions or shareholder initiatives
such that debt to EBITDA will be sustained above 5.0 times.
Moody's could also downgrade the rating if free cash flow, prior
to discretionary reinvestment in the business, is negative.

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

Tenet, headquartered in Dallas, Texas, is one of the largest for-
profit hospital operators by revenue. The company's subsidiaries
and affiliates operate 80 hospitals and 198 outpatient centers.
Additionally, a subsidiary of the company, Conifer Health
Solutions, LLC, provides business process solutions to hospitals
and other clients. Tenet generated revenue in excess of $14
billion in the twelve months ended June 30, 2014 after considering
the provision for doubtful accounts.


TENET HEALTHCARE: S&P Assigns 'CCC+' Rating on $500MM Sr. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'CCC+' issue-level rating (two notches below the 'B' corporate
credit rating on the company) to Tenet Healthcare Corp.'s proposed
$500 million senior unsecured notes due 2019.  S&P assigned a '6'
recovery rating, indicating its expectation of negligible (0% to
10%) recovery for lenders in the event of a payment default.
Tenet will use the proceeds for general corporate purposes, to
repay existing indebtedness and drawings under S&P's senior
secured revolving credit facility, and for acquisitions.  The
issue-level ratings are the same as S&P's existing senior
unsecured ratings.

S&P's ratings on Dallas-based Tenet reflect its "weak" business
risk profile highlighted by reimbursement risk and some reliance
on its top three states for nearly half of total revenues.  In
addition, Tenet operates in several large markets that S&P
believes are competitive.

S&P incorporated its expectation that adjusted debt leverage will
remain above 5x, supporting its view of the company's "highly
leveraged" financial risk profile.  Significant capacity on its
revolving credit facility and lack of covenant pressure support
its "adequate" liquidity.

RATINGS LIST

Tenet Healthcare Corp.
Corporate Credit Rating        B/Stable/--

New Rating
Tenet Healthcare Corp.
$500M snr unsecured notes      CCC+
  due 2019
   Recovery rating              6


TOYS R US: Incurs $147-Mil. Net Loss in Aug. 2 Quarter
------------------------------------------------------
Toys "R" Us, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $147 million on $2.44 billion of net sales for the
thirteen weeks ended Aug. 2, 2014, compared with a net loss of
$113 million on $2.38 billion of net sales for the same period
last year.

The Company's balance sheet at Aug. 2, 2014, showed $7.33 billion
in total assets, $8.33 billion in total liabilities, and a
stockholders' deficit of $996 million.

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

                       http://is.gd/6RkGhc

Headquartered in Wayne, New Jersey, USA, Toys "R" Us is a leading
specialty toy and juvenile retailer, with annual revenues of
around $12.5 billion, roughly 40% of which are generated through
its International division.


TPF II POWER: Moody's Affirms B1 Rating on $1.6MM Sr. Term Loan
---------------------------------------------------------------
Moody's Investors Service affirmed TPF II Power, LLC's B1 rating
following the issuer's decision to upsize the senior secured term
loan by $100 million to $1,600 million from $1,500 million.
Proceeds from the incremental debt will largely be used to
increase the size of the dividend to approximately $709 million.
The size of the senior secured credit facility (also affirmed B1)
is unchanged at $90 million. The rating outlook is stable.

Ratings Rationale

While the upsizing of the term loan and the increase in the size
of the distribution are negative factors for TPF II Power's credit
profile, the resulting financial impact is relatively modest.
Moody's calculate that under the Moody's case the expected
financial metrics will decline somewhat as the debt service
coverage ratio will range between 1.6-1.9 times annually through
2017 (compared to 1.7-2.1 times, previously) while the ratio of
funds from operation to debt is expected to range between 5-9%
(from 6-10%, previously). However, this expected modest impact is
largely mitigated by the high predictability of cash flow expected
through the financing term given TPF II Power's reliance on
payments from the capacity markets. That said, the increase in
leverage negatively affects TPF II Power's financial flexibility,
as it increases refinancing risk and more weakly positions the
issuer to withstand potential operational issues should they
occur. Moody's understand that no other change to the terms and
conditions of the TPF II Power loan agreement is expected.

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

TPF II Power, LLC is owned by TPF II, L.P., a private equity fund
managed by Tenaska Capital Management. TPF II owns several
primarily gas-fired electric generating stations with a combined
generating capacity of approximately 4,900 megawatts.


TPF II POWER: S&P Affirms Prelim. 'BB-' Rating on $1.69BB Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its
preliminary 'BB-' rating on TPF II Power LLC's (TPF II) $1.69
billion senior secured first-lien credit facilities, which now
consists of a $1.6 billion term loan due 2021 and a $90 million
revolving credit facility due 2019.  S&P also revised the recovery
rating to '2' (indicating S&P's expectation of "substantial" [70%
to 90%] recovery in a simulated default scenario) from '1'. TPF II
Covert Midco LLC is co-issuer with TPF II and is a joint and
several obligor.  The preliminary ratings are subject to receipt
and review of final financial and legal documentation.

The rating action follows the $100 million increase in TPF II's
first-lien term loan, to $1.6 billion from $1.5 billion.  The
increase in debt results in a slight deterioration in credit
measures, reflected in revised debt service coverage ratios (DSCR)
in Standard & Poor's base case ranging from about 1.65x to about
3.9x, from about 1.75x to 4.25x. Debt per kilowatt (kW) at
maturity has also increased to about $175 from about $150,
reflecting slightly higher refinancing risk.  Despite the weaker
measures, the credit profile is still consistent with the 'BB-'
rating.

TPF II's liquidity is "adequate". Liquidity includes a cash-funded
six-month debt service reserve fund and a $90 million working
capital facility.  At close, S&P expects about $50 million to be
available under the facility.

"The stable outlook reflects TPF II's reliance on predictable
capacity payments for most of its cash flow over the next few
years," said Standard & Poor's credit analyst Stephen Coscia.

A rating upgrade would likely require DSCRs in the 2.5x area,
sound operational performance especially for plants in the New
York Independent System Operator (NYISO) region, and lower debt at
maturity.

S&P could lower the rating if expected debt service coverage fell
closer to 1.5x, which could stem from operational issues that
lower availability and increase maintenance costs, or lower-than-
expected capacity prices in NYISO's Zone J over the next few
years.


TRUMP ENTERTAINMENT: Carl Icahn Rakes in His Winnings in Ch. 11
---------------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Carl Icahn, who is a secured lender who's owed $285 million plus
interest by Trump Entertainment Resorts Inc., is in a prime
position in the casino's bankruptcy.  According to the report,
citing observers and industry analysts, although Trump Plaza
already closed, there's a chance Trump Taj Mahal, the larger and
more successful of the two, can be saved.

                 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.


TRIGEANT LTD: Seeks to Employ Berger Singerman as Counsel
---------------------------------------------------------
Trigeant, Ltd., seeks authority from the U.S. Bankruptcy Court for
the Southern District of Florida, West Palm Beach Division, to
employ Berger Singerman LLP as counsel.

The professional services that Berger Singerman will render
include, but are not limited to, the following:

   (a) To give advice to the Debtor with respect to its powers and
       duties as a debtor-in-possession and the continued
       management of its business operations;

   (b) To advise the Debtor with respect to its responsibilities
       in complying with the United States Trustee's Operating
       Guidelines and Reporting Requirements and with the rules of
       the Court;

   (c) To prepare motions, pleadings, orders, applications,
       adversary proceedings, and other legal documents necessary
       in the administration of the case;

   (d) To protect the interests of the Debtor in all matters
       pending before the Court; and

   (e) To represent the Debtor in negotiations with its creditors
       and in the preparation of a plan.

The current hourly rates for the attorneys at Berger Singerman
range from $250 to $670.  Jordi Guso, a partner at Berger
Singerman LLP, in Miami, Florida, has principal responsibility for
the firm's representation of the Debtors.  Mr. Guso's current
hourly rate is $610.  The current hourly rates for the legal
assistants and paralegals at Berger Singerman range from $85 to
$225.  The firm will also be reimbursed for any necessary out-of-
pocket expenses.

Berger Singerman holds a $45,000 retainer as security for the fees
and costs it will incur in connection with the representation of
the Debtor.

Mr. Guso 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. Guso discloses that Berger Singerman represented Trigeant in
its first Chapter 11 case and Trigeant's affiliates in their
Chapter 11 case.  Berger Singerman also represents Sargeant
Trading, Ltd., Harry Sargeant, Jr., Daniel Sargeant and James
Sargeant as creditors and parties-in-interest in In re BTB
Refining, LLC, Case No. 14-26919-BKC-EPK pending before Southern
Florida Bankruptcy Court.

                          About Trigeant

Trigeant, Ltd., owner of a crude processing unit and terminal
facility located in Corpus Christi, Texas, sought Chapter 11
protection (Bankr. Case No. 14-30727), on Sept. 16, 2014.

The Debtors have tapped Berger Singerman LLP as counsel.

Aside from the proposed Chapter 11 plan, the Debtors on the
petition date filed motions for joint administration of their
Chapter 11 cases and to pay prepetition wages and benefits to
employees.


TRIGEANT LTD: Wants Court to Set Oct. 17 Claims Bar Date
--------------------------------------------------------
Trigeant, Ltd., asks the U.S. Bankruptcy Court for the Southern
District of Florida, West Palm Beach Division, to set the claims
and interests bar date to Oct. 17, 2014.

                          About Trigeant

Trigeant, Ltd., owner of a crude processing unit and terminal
facility located in Corpus Christi, Texas, sought Chapter 11
protection (Bankr. Case No. 14-30727), on Sept. 16, 2014.

The Debtors have tapped Berger Singerman LLP as counsel.

Aside from the proposed Chapter 11 plan, the Debtors on the
petition date filed motions for joint administration of their
Chapter 11 cases and to pay prepetition wages and benefits to
employees.


TRIGEANT LTD: Court Issues Joint Administration Order
-----------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida, West Palm Beach Division, issued an
order authorizing the joint administration of the bankruptcy cases
of Trigeant Ltd. with the jointly administered bankruptcy estate
of Trigeant Holdings, Ltd., and Trigeant, LLC.  A single case
docket and court file will be maintained under In re Trigeant
Holdings, Ltd., et al., Case No. 14-29027 (Bankr. S.D. Fla.).

                          About Trigeant

Trigeant, Ltd., owner of a crude processing unit and terminal
facility located in Corpus Christi, Texas, sought Chapter 11
protection (Bankr. Case No. 14-30727), on Sept. 16, 2014.

The Debtors have tapped Berger Singerman LLP as counsel.

Aside from the proposed Chapter 11 plan, the Debtors on the
petition date filed motions for joint administration of their
Chapter 11 cases and to pay prepetition wages and benefits to
employees.


TRUMP ENTERTAINMENT: US Trustee Appoints Creditors' Committee
-------------------------------------------------------------
The U.S. Trustee for Region 3 on Sept. 23 appointed seven
creditors of Trump Entertainment Resorts, Inc., to serve on the
official committee of unsecured creditors.

The unsecured creditors' committee is composed of:

     (1) Thermal Energy Limited Partnership I
         Attn: Patrick Towbin
         1825 Atlantic Ave.
         Atlantic City, NJ 08401
         Phone: 609-572-7107
         Fax: 609-572-7200

     (2) Bally Gaming, Inc.
         Attn: A.C. Ansani
         6650 El Camino Rd.
         Las Vegas, NV 89118
         Phone: 702-532-7515
         Fax: 702-532-5326

     (3) Unite Here Local 54
         Attn: Donna DeCaprio
         1014 Atlantic Ave.
         Atlantic City, NJ 08401
         Phone: 609-344-5400x139

     (4) National Retirement Fund
         Attn: Richard N. Rust
         6 Blackstone Valley Place
         Lincoln, RI 02865
         Phone: 401-334-4155
         Fax: 401-334-5133

     (5) Atlantic City Linen Supply, LLC
         Attn: Eric Goldberg
         18 N. New Jersey Ave.
         Atlantic City, NJ 08401
         Phone: 609-345-5888

     (6) South New Jersey Paper Products
         Attn: Martin Spector
         2400 Industrial Way
         Vineland NJ 08360
         Phone: 856-691-2605
         Fax: 856-794-8978

     (7) Conner Strong & Buckelew Companies, Inc.
         Attn: Heather A. Steinmiller, Esq.
         50 S. 16th St., Ste. 3600
         Philadelphia, PA 19102
         Phone: 267-702-1366
         Fax: 856-552-4784

                 About Trump Entertainment Resorts

Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to close the Trump Plaza by next week,
and, absent union concessions, the Taj Mahal by Nov. 13.

TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey.  TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13.

The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only.  Judge Kevin Gross presides
over the Chapter 11 cases.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.

TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.

The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan.  The
Debtors also have trade debt in the amount of $13.5 million.


TRUMP ENTERTAINMENT: US Trustee to Hold Creditors Meeting Oct. 16
-----------------------------------------------------------------
The U.S. Trustee for Region 3 is set to hold a meeting of
creditors of Trump Entertainment Resorts, Inc. on Oct. 16, at 1:30
p.m. (Eastern Time).

The meeting will be held at J. Caleb Boggs Federal Building, 5th
Floor, Room 5209, 844 King Street, in Wilmington, Delaware.

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 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.


VISION INDUSTRIES: Files for Ch. 11 After Shares Hike Fails
-----------------------------------------------------------
Vision Industries Corp. has voluntarily filed for Chapter 11
bankruptcy protection.  This event was primarily the result of its
inability to obtain quorum at its August 22, 2014, Shareholder
Meeting, at which the Company sought permission to increase its
authorized share count from 500 million to 10 billion common
shares.  The increase in authorized shares was requested by
management to enable the Company to seek further funding to
continue operations.

"We are disappointed by the lack of participation by our
shareholders, especially by our main shareholder.  This more than
limited our options to raise capital; it effectively made it
impossible," says Vision's CEO Martin Schuermann.

During the reorganization process, Vision will continue to operate
and work on ongoing government supported programs and R&D
projects.  It is the Company's intention to reemerge from the
Chapter 11 protection with a healthier balance sheet and thus be
able to raise capital to execute its business plan.

                     About Vision Industries

Long Beach, Cal.-based Vision Industries Corp. focuses its
efforts in building Class 8 fuel cell electric vehicles (FCEV)
used in drayage transportation.

Vision Industries reported a net loss of $5.28 million on $26,545
of total revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $6.44 million on $764,157 of total revenue for
the year ended Dec. 31, 2011.


VISION INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Vision Industries Corp.
           dba Vision Motor Corporation
        2230 E. Artesia Blvd.
        Long Beach, CA 90805

Case No.: 14-28225

Chapter 11 Petition Date: September 24, 2014

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

Judge: Hon. Robert N. Kwan

Debtor's Counsel: Richard A Marshack, Esq.
                  MARSHACK HAYS LLP
                  870 Roosevelt Ave
                  Irvine, CA 92620
                  Tel: 949-333-7777
                  Fax: 949-333-7778
                  Email: rmarshack@marshackhays.com

Total Assets: $1.34 million

Total Liabilities: $3.18 million

The petition was signed by Jerome Torresyap, president/COO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-28225.pdf


WALK-IN DENTAL: Case Summary & 14 Unsecured Creditors
-----------------------------------------------------
Debtor: Walk-in Dental Clinics, Inc.
        4928 Edmondson Pike
        Nashville, TN 37211

Case No.: 14-07608

Chapter 11 Petition Date: September 24, 2014

Court: United States Bankruptcy Court
       Middle District of Tennesse (Nashville)

Judge: Hon. Marian F Harrison

Debtor's Counsel: Robert L Scruggs, Esq.
                  ROBERT L SCRUGGS ATTORNEY
                  2525 21ST Ave South
                  Nashville, TN 37212
                  Tel: 615 309-7090
                  Fax: 615 309-7046
                  Email: bankruptcy@scruggs-law.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Archie Bertrand, president.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tnmb14-07608.pdf


WEST HILLS PARK: Home Depot Not Liable, 5th Circuit Says
--------------------------------------------------------
Home Depot USA, Inc. and West Hills Park Joint Venture owned
adjacent land where construction activity caused the loss of
lateral support to land owned by yet another entity. A state court
awarded more than $2 million in damages against West Hills Park
based on jury findings of strict liability and negligence. The
bankruptcy trustee for West Hills Park then filed a federal
lawsuit against Home Depot seeking contractual indemnification to
cover the state court judgment on the ground that Home Depot was
responsible for the conduct that caused the lack of lateral
support. The district court rejected that claim after a bench
trial, and the trustee now appeals.  In a Sept. 22 decision
available at http://is.gd/KatT94from Leagle.com, the U.S. Court
of Appeals for the Fifth Circuit affirmed.

The case is, RANDY W. WILLIAMS, Trustee of the West Hills Park
Joint Venture Bankruptcy Estate, Appellant, v. HOME DEPOT USA,
INCORPORATED, Appellee, No. 13-20635 (5th Cir.).

Headquartered in Montgomery, Texas, West Hills Park Joint Venture
filed its chapter 11 protection on Aug. 17, 2006 (Bankr. S.D. Tex.
Case No. 06-33996).  It scheduled total assets of $49,329,717 and
liabilities of $27,730,735.  Lawrence J. Maun, Esq. at Lawrence J.
Maun, P.C., represented the Debtors in its restructuring efforts.
No Official Committee of Unsecured Creditors has been appointed in
the Debtor's bankruptcy proceedings.  Randy W. Williams has been
appointed bankruptcy trustee.


WESTERN CAPITAL: Hearing on Plan Modifications Set for Nov. 6
-------------------------------------------------------------
The evidentiary hearing on Western Capital Partners LLC's motion
for post-confirmation modification to its Amended Plan of
Reorganization ?- and the responses thereto -? has been set for
Thursday, Nov. 6, 2014, at 9:30 a.m.

The Court acknowledges the Reorganized Debtor and creditor Richard
J. Samson are involved in a long and litigious dispute as to the
ownership and scope of the Debtor's interest, if any, in the
"Litigation" and "Litigation Proceeds".  According to the parties'
briefs, this dispute is on appeal before the United States Court
of Appeals for the Ninth Circuit.  The Bankruptcy Court does not
intend to interfere with that adjudication, whether before the
U.S. Bankruptcy Court for the District of Montana, the U.S.
District Court for the District of Montana or the Ninth Circuit.

                     About Western Capital

Western Capital Partners LLC filed a Chapter 11 petition (Bankr.
D. Col. Case No. 13-15760) in Denver on April 10, 2013.  The
Englewood-based company estimated assets and debt of $10 million
to $50 million.  Judge Michael E. Romero presides over the case.

The Debtor is represented by Jeffrey A. Weinman, Esq., at Weinman
& Associates, P.C.  Eason Rohde, LLC, is litigation counsel to the
Debtor.  Strauss & Malk, LLP, is also litigation counsel to the
Debtor pertaining to a foreclosure case in the Circuit Court of
Cook County, Illinois.

The court confirmed the Amended Plan of Reorganization filed by
Western Capital Partners LLC nunc pro tunc to May 15, 2014.


WORLDSPACE INC: Unit's Former Exec Loses Ch. 7 Row Over Back Pay
----------------------------------------------------------------
Law360 reported that Judge Peter J. Walsh of the U.S. Bankruptcy
Court for the District of Delaware dismissed a suit by a managing
director of a WorldSpace unit, saying that the man's specific
subsidiary was not a debtor entity and so he doesn't have standing
to sue for back wages.  According to the report, Judge Walsh said
that while Mathewkutty Sebastian had been the former managing
director of WorldSpace Middle East FZCo, he wasn't in a position
to sue the bankrupt parent company, WorldSpace Inc.

                      About WorldSpace, Inc.

WorldSpace, Inc., provided satellite-based radio and data
broadcasting services to paying subscribers in 10 countries
throughout Europe, India, the Middle East, and Africa.  WorldSpace
was founded in 1990 and is headquartered in Silver Spring,
Maryland.

The Debtor and two of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del., Case Nos. 08-12412 through
08-12414) on Oct. 17, 2008.  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, serve as the Debtors' bankruptcy counsel.  Kurtzman
Carson Consultants serves as claims and notice agent.  Neil
Raymond Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena,
Esq., at Elliot Greenleaf, represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for bankruptcy, they
listed total assets of $307,382,000 and total debts of
$2,122,904,000.

WorldSpace completed the sale of substantially all assets related
to business effective June 23, 2010.  The assets were sold to a
company controlled by WorldSpace Chief Executive Officer Noah
Samara under a $5.5 million contract.  Samara had defaulted on a
prior contract to purchase the assets for $28 million.  The sale
to Samara was arranged after WorldSpace couldn't agree on a sale
to Liberty Satellite Radio LLC, which had been financing the
Chapter 11 case.


WPCS INTERNATIONAL: Incurs $2.2 Million Net Loss in July 31 Qtr.
----------------------------------------------------------------
WPCS International Incorporated filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss attributable to the Company of $2.23 million on $6.77
million of revenue for the three months ended July 31, 2014,
compared to a net loss attributable to the Company of $5.89
million on $4.25 million of revenue for the same period a year
ago.

The Company's balance sheet at July 31, 2014, showed $20.82
million in total assets, $18.08 million in total liabilities and
$2.73 million in total equity.

"Our continuation as a going concern beyond the next twelve months
and our ability to discharge our liabilities and commitments in
the normal course of business is ultimately dependent upon the
execution of its future plans, which include the following: (1)
our ability to generate future operating income, reduce operating
expenses and produce cash from our operating activities, which
will be affected by general economic, competitive, and other
factors, many of which are beyond our control; (2) the repayment
of, either or the modification of the terms under a forbearance
agreement with Zurich; (3) the forbearance or waiver of the Events
of Default under the Notes; (4) the settlement of the claim with
the Camden County Improvement Authority for work at the Cooper
Medical Center of Rowan University; and (5) obtaining additional
funds through financing or sale of assets.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.  There can be no assurance that our plans to ensure
continuation as a going concern will be successful," the Company
stated in the Quarterly Report.

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

                         http://is.gd/PWLHIN

               About WPCS International Incorporated

WPCS -- http://www.wpcs.com-- operates in two business segments
including: (1) providing communications infrastructure contracting
services to the public services, healthcare, energy and corporate
enterprise markets worldwide; and (2) developing a Bitcoin trading
platform.

As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP
as its new independent registered public accounting firm.
CohnReznick LLP resigned on Dec. 20, 2013.

WPCS International incurred a net loss attributable to common
shareholders of $11.16 million for the year ended April 30, 2014,
as compared with a net loss attributable to common shareholders of
$6.91 million for the year ended April 30, 2013.  As of April 30,
2014, the Company had $22.02 million in total assets, $16.05
million in total liabilities and $5.96 million in total equity.

Marcum LLP, in New York, NY, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2014.  The independent auditing firm
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


XHIBIT CORP: Reports $174-Mil. Net Loss in FY Ended Dec. 31
-----------------------------------------------------------
Xhibit Corp. filed with the U.S. Securities and Exchange
Commission on Sept. 10, 2014, its annual report on Form 10-K for
the year ended Dec. 31, 2013.

Farber Hass Hurley LLP expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has incurred significant losses from operations and its
current financial resources are not considered adequate to fund
its planned operations.

The Company reported a net loss of $173.86 million on
$74.42 million of total revenues for the year ended Dec. 31, 2013,
compared with a net loss of $394,310 on $9.77 million of total
revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $87.41
million in total assets, $77.2 million in total liabilities and
stockholders' equity of $10.21 million.

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

                       http://is.gd/goGunq

Xhibit Corp. f/k/a NB Manufacturing, Inc. develops custom online
advertising campaigns and programs for a wide range of advertisers
and their customers.  The Company is based in Phoenix, Arizona.


XHIBIT CORP: Amends June 30 Quarter Report
------------------------------------------
Xhibit Corp. filed with the U.S. Securities and Exchange
Commission an amendment to its quarterly report on Form 10-Q,
disclosing a net loss of $4.34 million on $16.53 million of total
revenues for the three months ended June 30, 2013, compared with a
net loss of $341,714 on $2.39 million of total revenues for the
same period in 2012.

The Company's balance sheet at June 30, 2013, showed
$200.68 million in total assets, $49.45 million in total
liabilities, and stockholders' equity of $151.24 million.

The Company has incurred significant losses from operations for
the six months ended June 30, 2013, has used approximately $6.4
million in cash from operations through this current six month
period, and has a working capital deficit of approximately $25.5
million at June 30, 2013.  As a result, a risk exists regarding
its ability to continue as a going concern, according to the
regulatory filing.

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

                       http://is.gd/puCGRe

Xhibit Corp. f/k/a NB Manufacturing, Inc. develops custom online
advertising campaigns and programs for a wide range of advertisers
and their customers.  The Company is based in Phoenix, Arizona.


YMCA OF MILWAUKEE: Hearing Next Week to Approve Bids for 4 Centers
------------------------------------------------------------------
WTAQ reported that a bankruptcy court hearing will be held next
week to consider the approval of bids to buy four YMCA of
Metropolitan Milwaukee centers.  The sales are part of the Y's
bankruptcy proceedings, forcing the cancellation of an auction
which had been set for next week.  5 p.m. Monday was deadline for
offers to be submitted, the report said.

                     About YMCA of Milwaukee

The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case
Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014.

YMCA Milwaukee, which has more than 100,000 members using its
centers and camps, plans to sell a majority of its owned real
estate to help pay down $29 million in debt.

YMCA Milwaukee estimated $10 million to $50 million in both assets
and liabilities.  YMCA Academy estimated $100,000 to $500,000 in
both assets and liabilities.  The formal schedules of assets and
liabilities are due June 18, 2014.

The Debtors are seeking joint administration of their Chapter 11
cases for procedural purposes.  The cases are assigned to Judge
Susan V. Kelley.

The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz,
Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel.


YRC WORLDWIDE: Carlyle Group No Longer a Shareholder
----------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, The Carlyle Group L.P., et al., disclosed
that on Sept. 18, 2014, they ceased to be the beneficial owner of
any shares of common stock of YRC Worldwide Inc.  The reporting
persons previously owned 1,624,879 shares of common stock of YRC
Worldwide representing 13.3 percent of the shares outstanding, as
reported by the TCR on Dec. 30, 2013.

On Sept. 18, 2014, Carlyle Strategic Partners II, L.P., CSP II
Coinvestment, L.P., and CSP III AIV (Cayman), L.P., sold
1,214,080, 71,546 and 1,714,374 shares of Common Stock of the
Company, respectively, for an aggregate of 3,000,000 shares of
Common Stock, in a broker assisted trade at a price of $21.84 per
share.

Also on Sept. 18, 2014, Carlyle Strategic Partners II, L.P., CSP
II Coinvestment, L.P., and CSP III AIV (Cayman), L.P. sold
438,332, 25,831 and 618,959 shares of Common Stock of the Company,
respectively, for an aggregate of 1,083,122 shares of Common
Stock, in a broker assisted trade at a price of $22.05 per share.

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

                         http://is.gd/mqxkWt

                         About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

The Company incurred a net loss of $83.6 million in 2013 following
a net loss of $136.5 million in 2012.  As of June 30, 2014, the
Company had $2.17 billion in total assets, $2.54 billion in total
liabilities and a $362.4 million total shareholders' deficit.

                            *    *    *

As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
had upgraded the Corporate Family Rating for YRC Worldwide Inc.
("YRCW") from Caa3 to B3, following the successful closing of its
refinancing transactions.

In the Jan. 31, 2014, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its ratings on Overland Park,
Kansas-based less-than-truckload (LTL) trucker YRC Worldwide Inc.
(YRCW), including the corporate credit rating to 'CCC+' from
'CCC', and removed them from CreditWatch negative, where they were
placed on Jan. 10, 2014.  "The upgrades reflect YRCW's improved
liquidity position and minimal debt maturities as a result of its
proposed refinancing," said Standard & Poor's credit analyst Anita
Ogbara.


* Benign Global Default Conditions Endure in 2014, Fitch Says
-------------------------------------------------------------
Global default activity remains subdued in 2014, according to
Fitch Ratings.  Fitch recorded no investment-grade defaults in the
first half of 2014 across corporates, structured finance,
sovereigns and public finance, and unexceptional activity below
investment grade.  Central bank easing and stable to improving
regional economies remain key supports of the benign default rate
environment.

The Fitch-rated global corporate default rate through June was
0.35% and the speculative-grade default rate was 1.12%.  Corporate
rating activity was balanced and contained in the first half, with
less than 10% of ratings affected by downgrades and upgrades.  In
addition, rating stability spanned financial and industrial
entities.  Good fundamentals notwithstanding, the return of
shareholder-oriented transactions signals that post-crisis
conservatism, a key support of the low default rate environment,
is waning.

Impairment activity across global structured finance in the first
half of the year was the lowest since the economic crisis.
Overwhelmingly, impairments originated from older vintage 'CCC'
rated bonds.  The resulting speculative-grade impairment rate was
3.1%.  The ABS sector registered the lowest overall impairment
rate, 0.07%, versus 0.7% for CMBS, 1.0% for structured credit (SC)
and 1.4% for RMBS.

There were no sovereign defaults recorded in the first six months
of the year.  However, Argentina's missed payment in July brings
the year's tally to one.  Developed market credit quality
stabilized in the first half while emerging market momentum
slowed, effectively ending the convergence of developed and
emerging market sovereign ratings.  Downside risks remain, most
notably for select sovereigns affected by geopolitical stress.

There were no Fitch-rated US or international public finance
defaults recorded in the first half of 2014.

The complete study 'Fitch Ratings Global Cross-Asset Default
Update' is available on Fitch's Web site under Credit Market
Research.  The study contains default rate results by broad sector
and region.


* House Committee to Examine Recent Bank Settlements
----------------------------------------------------
Christina Rexrode, writing for The Wall Street Journal, reported
that a congressional subcommittee is taking a closer look at the
Justice Department's recent multi-billion-dollar settlements with
the big banks to examine details of how the settlements required
banks to offer assistance to struggling homeowners and
neighborhoods.  According to the report, representatives of the
Republican-controlled committee are expected to ask whether the
banks are passing some of the consumer-relief costs to investors,
and to take a closer look at how some of the banks are ordered to
make donations to consumer groups.


* Payday Lenders Took Cash from Consumers Who Weren't Customers
---------------------------------------------------------------
Kevin Wack, writing for American Banker, reported that two online
payday loan operations in the Kansas City area have been shut down
after the CFPB and FTC charged them with bilking more than $36
million from consumers.


* Sen. Warren Vows to Keep Pushing for Blocked Student Loan Bill
----------------------------------------------------------------
Allie Grasgreen, writing for Politico.com, reported that Sen.
Elizabeth Warren promised to keep pushing for her student loan
refinancing bill and called it a priority, but again left it to
Republicans to come up with a compromise that can satisfy both
parties in the Senate.


* Virginia Sues 13 Big Banks, Claiming Mortgage Securities Fraud
----------------------------------------------------------------
Danielle Douglas and Laura Vozzella, writing for The Washington
Post, reported that Virginia Attorney General Mark R. Herring
announced a $1.15 billion lawsuit against 13 of the nation's
biggest banks, accusing them of misleading a state retirement fund
about the quality of bonds made up of residential mortgages.
According to the report, the lawsuit, unsealed in Richmond Circuit
Court, is the largest financial fraud action ever brought by the
state of Virginia and mirrors legal actions being taken across the
country by attorneys general seeking redress for state pension
funds that were ravaged by the financial crisis.


* BOOK REVIEW: Risk, Uncertainty and Profit
-------------------------------------------
Author:  Frank H. Knight
Publisher:  Beard Books
Softcover:  381 pages
List Price:  $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at http://is.gd/al9gqP

The tenets Frank H. Knight sets out in this, his first book,
have become an integral part of modern economic theory. Still
readable today, it was included as a classic in the 1998 Forbes
reading list. The book grew out of Knight's 1917 Cornell
University doctoral thesis, which took second prize in an essay
contest that year sponsored by Hart, Schaffner and Marx. In it,
he examined the relationship between knowledge on the part of
entrepreneurs and changes in the economy. He, quite famously,
distinguished between two types of change, risk and uncertainty,
defining risk as randomness with knowable probabilities and
uncertainty as randomness with unknowable probabilities. Risk,
he said, arises from repeated changes for which probabilities
can be calculated and insured against, such as the risk of fire.
Uncertainty arises from unpredictable changes in an economy,
such as resources, preferences, and knowledge, changes that
cannot be insured against. Uncertainty, he said "is one of the
fundamental facts of life."

One of the larger issues of Knight's time was how the
entrepreneur, the central figure in a free enterprise system,
earns profits in the face of competition. It was thought that
competition would reduce profits to zero across a sector because
any profits would attract more entrepreneurs into the sector and
increase supply, which would drive prices down, resulting in
competitive equilibrium and zero profit.

Knight argued that uncertainty itself may allow some
entrepreneurs to earn profits despite this equilibrium.
Entrepreneurs, he said, are forced to guess at their expected
total receipts. They cannot foresee the number of products they
will sell because of the unpredictability of consumer
preferences. Still, they must purchase product inputs, so they
base these purchases on the number of products they guess they
will sell. Finally, they have to guess the price at which their
products will sell. These factors are all uncertain and
impossible to know. Profits are earned when uncertainty yields
higher total receipts than forecasted total receipts. Thus,
Knight postulated, profits are merely due to luck. Such
entrepreneurs who "get lucky" will try to reproduce their
success, but will be unable to because their luck will
eventually turn.

At the time, some theorists were saying that when this luck runs
out, entrepreneurs will then rely on and substitute improved
decision making and management for their original
entrepreneurship, and the profits will return. Knight saw
entrepreneurs as poor managers, however, who will in time fail
against new and lucky entrepreneurs. He concluded that economic
change is a result of this constant interplay between new
entrepreneurial action and existing businesses hedging against
uncertainty by improving their internal organization.

Frank H. Knight has been called "among the most broad-ranging
and influential economists of the twentieth century" and "one of
the most eclectic economists and perhaps the deepest thinker and
scholar American economics has produced." He stands among the
giants of American economists that include Schumpeter and Viner.
His students included Nobel Laureates Milton Friedman, George
Stigler and James Buchanan, as well as Paul Samuelson. At the
University of Chicago, Knight specialized in the history of
economic thought. He revolutionized the economics department
there, becoming one the leaders of what has become known as the
Chicago School of Economics. Under his tutelage and guidance,
the University of Chicago became the bulwark against the more
interventionist and anti-market approaches followed elsewhere in
American economic thought. He died in 1972.


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
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 ***