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         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, May 15, 2014, Vol. 18, No. 133

                            Headlines

1250 OCEANSIDE: Wins Confirmation of Dirt-for-Debt Plan
24 HOUR FITNESS: Moody's Rates $500MM Sr. Unsecured Notes 'Caa1'
ACTION BUSINESS: Files for Chapter 7 in Alexandria, Va.
ALLENS INC: Voluntarily Switches to Chapter 7 Liquidation
ALPHA NATURAL: S&P Assigns 'B' Rating to $400MM 2nd Lien Notes

AMERICAN AIRLINES: Forbes Article Discusses Impact of Ch.11 Exit
AMERICAN APPAREL: Incurs $5.4 Million Net Loss in First Quarter
AMERICAN BANCORP: Bankruptcy Won't Impact Bank Unit, CEO Says
AMNEAL PHARMACEUTICALS: S&P Raises CCR to 'B+'; Outlook Stable
ANACOR PHARMACEUTICALS: Incurs $21.2 Million Net Loss in Q1

ANDALAY SOLAR: Incurs $84,000 Net Loss in First Quarter
APPLIED MINERALS: Incurs $357,000 Net Loss in First Quarter
ARMORWORKS ENTERPRISES: Settles Dispute Amid Search for Investors
AUTOMATED BUSINESS: Seeks to Hire Professionals for ESOP
AUTOMATED BUSINESS: Files Amended Schedules of Non-Priority Claims

AUTOMOTIVE INC: Moody's Rates $300MM Senior Unsecured Note 'B1'
AVIS BUDGET: S&P Assigns 'B+' Rating to $350MM Sr. Notes Due 2022
AXION INTERNATIONAL: Registers 7 Million Shares Under Stock Plan
BANYON 1030: GE To Pay $2.7M to Settle Feeder Fund's Claims
BARRINGTON SPRINGHOUSE: Apartment Auction Bids to Start at $1.5MM

BERNARD L. MADOFF: Trustee Can't Sue Indirect Recipients
BIOFUEL ENERGY: Gets Listing Suspension Letter From Nasdaq
BISHOP OF STOCKTON: Aug. 15 Deadline for Sex Abuse Claims Set
BESRA GOLD: In Talks Over Convertible Notes Default
BONDS.COM GROUP: GFINet No Longer a Shareholder

BROADWAY HOTEL: Viscount Suite Hotel Placed in Bankruptcy
BROOKSTONE HOLDINGS: Restructuring Support Agreement Approved
BROOKSTONE HOLDINGS: Headed to Auction Block in June
CALUMET PHOTOGRAPHIC: Assets to Be Sold to Green Tree Capital
CD STORES: Carol's Daughter Retail Unit May Pay Remaining Workers

CDW LLC: S&P Affirms 'BB-' CCR & Revises Outlook to Positive
COLDWATER CREEK: Consumer Privacy Ombudsman Appointed
COMPASS DIVERSIFIED: Moody's Rates $680MM Sr. Secured Debt 'Ba3'
CROSSECTION INC: Files for Chapter 7 Bankruptcy in Va.
CROWN HOLDINGS: S&P Lowers CCR to 'BB' & Removes from Watch Neg.

CUI GLOBAL: To Re-State FY 2013 Financials
DETROIT, MI: Kevyn Orr Describes City's "Rebirth" in Chapter 9
DETROIT, MI: Plan Solicitation Process Begins
DEX MEDIA: S&P Lowers CCR to 'CCC+' on Tight Covenants
DIGITAL DOMAIN: Wins Access to Cash Until May 30

DREIER LLP: Court Confirms Trustee et al.'s Liquidation Plan
DRIVEIT CONSUMER: Case Summary & 2 Largest Unsecured Creditors
DYNASIL CORP: Posts $253,000 Net Loss in March 31 Quarter
ECOSPHERE TECHNOLOGIES: Incurs $3.4 Million Net Loss in Q1
ELEPHANT TALK: Incurs $4.1 Million Net Loss in First Quarter

ENERGY FUTURE: Sec. 341(a) Meeting of Creditors Set for June 4
ENERGY FUTURE: Morrison & Foerster to Represent TCEH Committee
ENERGY SERVICES: Incurs $90,000 Net Loss in March 31 Quarter
ENERGY XXI GULF: Moody's Assigns B3 Rating on $300MM Senior Notes
ENTRAVISION COMMUNICATIONS: Moody's Ups Corp. Family Rating to B1

EXECUTIVE BENEFITS: No High Ct Decision Yet on ?Stern Waiver' Case
FERRO CORPORATION: Moody's Affirms 'Ba3' Corp. Family Rating
FIRST NATIONAL: Posts $3.5 Million Net Income in 1st Quarter
FIRST SECURITY: Reduces Resale Prospectus to 22.5 Million Shares
FUSION TELECOMMUNICATIONS: Effecting a Common Stock Split

GENCO SHIPPING: Equity Formation Hearing on Friday
GENCO SHIPPING: Delays Form Q1 10-Q Due to Bankruptcy Filing
GENE CHARLES: Bid to Sell Aspen Manor Subsurface Assets Denied
GENERAL GROWTH: Mall Owner Swings to Profit
GENESIS ENERGY: Moody's Rates $300MM Sr. Unsecured Notes 'B1'

GENESEE & WYOMING: S&P Raises Corp. Credit Rating to 'BB'
GLOBAL GEOPHYSICAL: Has Final Approval of Postpetition Financing
GLOBAL GEOPHYSICAL: Wins Final Okay of Equity Trading Protocol
GLOBAL GEOPHYSICAL: Proposes June 30 as Claims Bar Date
GLOBAL GEOPHYSICAL: Meeting of Creditors Scheduled for May 29

GLW EQUIPMENT: Court Converts Case to Chapter 7 Liquidation
HASHFAST TECHNOLOGIES: Involuntary Chapter 7 Case Summary
HILLSHIRE BRANDS: Fitch Raises IDR to 'BB' on Acquisition
ICON HEALTH: S&P Revises Outlook to Stable & Affirms 'B-' CCR
IDERA PHARMACEUTICALS: Incurs $8.9-Mil. Net Loss in 1st Quarter

IMAGEWARE SYSTEMS: Incurs $1.7 Million Net Loss in First Quarter
INDIANA LIMESTONE: Wynnchurch Capital Acquires Assets
INFINITY ENERGY: Maturity of $1MM Note Extended to Dec. 7
INTELLICELL BIOSCIENCES: Incurs $11 Million Net Loss in 2013
JEMANYA CORP: Thomas R. Slome Appointed as Mediator

KBR INC: Obtains Bank Waiver of Compliance for Credit Agreement
KISSNER MILLING: S&P Assigns 'B-' Corp. Credit Rating
KOPPERS INC: S&P Assigns BB Rating to $500MM Secured Revolver Debt
L-3 COMMUNICATIONS: Fitch Rates Convertible Debt Securities 'BB+'
LANDUAER HEALTHCARE: Liquidating Plan Confirmed After Assets Sold

LIBERTY HARBOR: May 20 Hearing to Confirm Reorganization Plan
LYONDELLBASELL INDUSTRIES: Profit, Revenue Grow
MALL BOULEVARD: Case Summary & 20 Largest Unsecured Creditors
METRO AFFILIATES: Judge Approves Three Separate Asset Sales
METRO AFFILIATES: Obtains Court Approval of Plan Outline

METRO AFFILIATES: Plan Solicitation Exclusivity Extended to Aug. 6
METRO AFFILIATES: Gets Approval to Hire LCS&Z as Accountant
METRO AFFILIATES: Gets Approval to Hire C.E. Walters as Broker
MF GLOBAL: Corzine's Lawyers Go Unpaid for a Year
MFM DELAWARE: Settlement Resolving Mallard, DCP Claims Okayed

MI PUEBLO: Preparing for Asset Sale if Plan Won't Be Approved
MISSION NEW ENERGY: Reports Beneficial Holders of Ordinary Shares
MOBILICITY: Canada Wants Telus to Abandon Acquisition Pursuit
MOMENTIVE PERFORMANCE: Meeting of Creditors Set for June 16
MOMENTIVE PERFORMANCE: U.S. Trustee Appoints New Committee Member

MONTREAL MAINE: $15MM Sale to Fortress Unit to Close Today
MT. GOX: Creditors Propose Plan and Class Settlement
NEC HOLDINGS: Linde Seeks OK For $1.75MM Cleanup Settlement
NEOMEDIA TECHNOLOGIES: Closes Merger Agreement with Unit
NEONODE INC: Incurs $4 Million Net Loss in First Quarter

NII HOLDINGS: Incurs $376 Million Net Loss in First Quarter
NISKA GAS: Moody's Lowers Corporate Family Rating to 'B2'
NORANDA ALUMINUM: S&P Retains 'B' Rating on Term Loan
OPAL ACQUISITION: Add-on Debt No Impact on Moody's B3 CFR
OPTIM ENERGY: Tells Court Bill Gates Is Legitimate Lender

OVERSEAS SHIPHOLDING: Shareholders Mount Opposition to Ch. 11 Plan
PANACHE BEVERAGE: Enters Into Forbearance Agreement with Consilium
PANACHE BEVERAGE: Inks Forbearance Agreement with Senior Lender
PARADISE HOSPITALITY: Seeks to Dismiss Chapter 11 Case
PENGUIN DRIVE-IN: Court Dismisses Chapter 11 Case

PENINSULA HOSPITAL: Has Nod to Use Cash Collateral Until Aug. 31
PENN VIRGINIA: S&P Raises CCR to 'B+'; Outlook Stable
PENSON WORLDWIDE: Deadline to Remove Actions Extended to Aug. 12
PERSONAL COMMUNICATIONS: Corrected Plan Order Entered
PINNACLE FOODS: Moody's  Places B1 CFR on Review for Upgrade

PLY GEM HOLDINGS: Widens Net Loss to $51.5 Million in First Qtr.
PRINCE SPORTS: Kirkland & Ellis Targeted In Adversary Suit
PRODUCTION RESOURCE: S&P Lowers CCR to 'CCC+'; Outlook Negative
PULSE ELECTRONICS: Incurs $9 Million Net Loss in First Quarter
Q RANCH PROVISIONS: Case Summary & 18 Largest Unsecured Creditors

QUANTUM FOODS: Zurich American Sues to Void Insurance Policy
QUARTZ HILL: Seeks to Employ Teneo Securities as Investment Banker
QUARTZ HILL: Can Hire Ehrenstein Calderin as Bankruptcy Counsel
QUARTZ HILL: Taps Scheid Cleveland as Litigation Counsel
QUICKSILVER RESOURCES: Incurs $58.8 Million Net Loss in Q1

REDWOOD RANCH: Case Summary & 2 Unsecured Creditors
REEDEREI HEINRICH: Swamped in Debt Underscores Bank Risk
RESTORA HEALTHCARE: 2 Hospitals Sold for $5MM to Acuity Group
ROCKWELL MEDICAL: Incurs $7.8 Million Net Loss in First Quarter
SABINE PASS: S&P Assigns Prelim. 'BB+' Rating to $1.5BB Sr. Notes

SABINE PASS: S&P Affirms 'BB+' Rating on $1.67BB Sr. Sec. Notes
SBARRO LLC: May 19 Hearing on Claims Bar Date Motion
SEDONA DEV'T: Court Enters Final Decree Closing Cases
SHUBH HOTELS: May Auction to Start With $9.1 Million Bid
SINO CLEAN: Judge Peck Appoints Robert Seiden as Receiver

SOUND SHORE: Panel Seeks Approval of Stipulation With PBGC
SPECIALTY HOSPITAL OF WASHINGTON: Case to be Moved to Columbia
SPECIALTY HOSPITAL OF WASHINGTON: Creditors Seek Trustee
SPEEDWAY MOTORSPORTS: S&P Affirms 'BB' CCR; Outlook Stable
SUBURBAN PROPANE: Moody's Rates $525MM Sr. Unsecured Notes 'Ba3'

STOCKTON, CA: Four-Day Plan Trial Began Tuesday
STEINWAY MUSICAL: Moody's Rates $105MM Add-on Secured Debt 'B2'
TANDY BRANDS: Voluntary Chapter 7 Consented
TAVERN ON THE GREEN: Reopens in Understated Fashion
TELEXFREE LLC: Owners Face Criminal Charges Over Pyramid Scheme

THOMPSON CREEK: Swings to $39.1 Million Net Loss in First Quarter
TLC HEALTH: Section 341(a) Creditors Meeting Adjourned to June 9
TOWER GROUP: Fitch Withdraws 'CC' Issuer Default Rating
TRANSDIGM INC: Moody's Affirms 'B2' Corporate Family Rating
TRANSDIGM INC: S&P Affirms 'B' CCR on Announced Dividend Payment

UNITED CONTINENTAL: Loss Widens as Other Airlines Soar
UNITED CONTINENTAL: Fitch Affirms 'B' Issuer Default Rating
U.S. SHIPPING: S&P Affirms 'B-' CCR on Improved Credit Metrics
UNITED GILSONITE: Stipulation Setting Asbestos Claim Bar Date OK'd
VANTIV LLC: S&P Puts 'BB+' CCR on CreditWatch Negative

VERTICAL COMPUTER: Settles Infringement Suit vs. Interwoven
VIGGLE INC: CEO Buys $5 Million Worth of Common Shares
WESTERN CAPITAL: Community Banks Loans Extended to March 2015
WESTERN CAPITAL: Wants Plan Confirmed, Blixseth Objection Denied
WISE REGIONAL: Fitch Assigns 'BB+' Rating to $98.3MM Bonds

XTREME POWER: May 27 Hearing on Allocation of Sale Proceeds
XTREME POWER: Seeks to Reject Intellectual License Contracts
XTREME POWER: Insurer Directed to Refund $70,000 Premium
ZAYO GROUP: S&P Retains 'B' CCR on Proposed $275MM Add-On Loan
ZYNEX INC: In Talks with Lenders to Obtain Covenant Waivers

ZUERCHER TRUST: Ch.11 Trustee Says Debtor's Plan Fatally Flawed

* Chapter 7 Trustee Commissions Mandatory, Appeals Court Says
* Circuit Court Says Stern Permits Dischargeability Judgment

* Tranzon to Auction Office Building in Eastpointe on May 30
* U.S. Chamber Commends Introduction of Asbestos Claim Legislation

* Bank of America Finds a Mistake: $4 Billion Less Capital
* Big U.S. Banks Make Swaps a Foreign Affair
* Mortgage Whistleblower Stands Alone as U.S. Won't Join Lawsuit
* U.S. Banks to Help Authorities with Tax Evasion Probe
* U.S. Said to Ask BofA for More Than $13 Billion over RMBS

* Demand for Home Loans Plunges
* Telecom Agency's Quiet Role in Bankruptcy Fuels Tension
* U.S. Retail Closures May Hurt Tertiary Malls, Fitch Says

* Bankruptcy Work Is In Small, Middle Markets, Experts Say

* 3 Renowned Lawyers from Stutman Move to Gordon Silver
* Leading Fla. Insolvency Advisers Kapila, Mukamal Team Up
* Michael Sartor Joins McDermott Will & Emery's Boston Office
* Mintz Levin Elevates Eight Attorneys to Members
* MorrisAnderson's Mark Iammartino Bags M&A's 40 Under 40 Award

* Recent Small-Dollar & Individual Chapter 11 Filings


                             *********


1250 OCEANSIDE: Wins Confirmation of Dirt-for-Debt Plan
-------------------------------------------------------
The Honolulu Star-Advertiser reports that U.S. Bankruptcy Judge
Robert Faris on May 12 confirmed the bankruptcy-exit plan by 1250
Oceanside Partners and two affiliates.

As reported by the Troubled Company Reporter, the Third Amended
Plan co-proposed by the Debtors and its lender, Sun Kona Finance I
LLC.  The Plan would turn over ownership of the project to Sun
Kona, and the lender would provide a $65 million exit facility to
help make payments under the plan and fund the reorganized company
when it leaves court protection.

The Star-Advertiser report noted that under the plan, the Bank of
Scotland debt will be reduced to $40 million, from the original
$627 million, while other creditors, who claimed their were owed a
total of $40 million, settled for $1.55 million.  The report also
said Jim Wagner, a Honolulu bankruptcy attorney representing one
of the Hokulia affiliates, said development at Hokulia, which has
been stalled for years because of various lawsuits and the
bankruptcy, would resume after June 15, after the Chapter 11 plan
takes effect, and that Hawaii County will also receive a $20
million payment to complete the extension of the Mamalahoa Highway
bypass road.

The Star-Advertiser noted that the project's investors include
Wal-Mart Stores Inc. Chairman Rob Walton and William A. Pope, CEO
of SunChase Holdings, which purchased the bulk of Hokulia's debt
with Bank of Scotland and placed the project developer into
Chapter 11 bankruptcy reorganization in March 2013.

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, owners of the 1,800-acre Hokuli'a luxury real
estate development near Kona on the island of Hawaii, sought
Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353)
on March 6, 2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were
part of his development "empire", which included developments
in Hawaii, Arizona, New Mexico and Scotland.  The secured
lender, Bank of Scotland, declared a default and obtained
control of the Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront
on the Kona coast, stopped after the developers were declared
in default under the loan.  Oceanside and Front Nine own most
of the land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as
"Keopuka", near Hokuli'a.  The Hokuli'a was to have 730
residential units, an 18-hole golf course, club and other
amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D.
Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in
its restructuring effort.  They replaced the law firm of Gelber,
Gelber & Ingersoll as general counsel.

A creditors committee has not been appointed.

James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi &
Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel.


24 HOUR FITNESS: Moody's Rates $500MM Sr. Unsecured Notes 'Caa1'
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 to 24 Hour Holdings III
LLC's (24 Hour Fitness) proposed $500 million 8-year senior
unsecured notes. The company's B2 Corporate Family Rating, B2-PD
Probability of Default Rating, the Ba3 rating on its proposed
senior secured bank facilities, and the stable rating outlook
remain unchanged. The ratings outlook remains stable.

The proceeds of the proposed note issuance, along with the
previously announced $850 million senior secured term loan B, will
be used in conjunction with the acquisition of 24 Hour Fitness by
private equity group AEA Investors LP and Ontario Teachers'
Pension Plan. All ratings are subject to the execution of the
transaction as currently proposed and Moody's review of final
documentation.

In March 2014, AEA Investors LP and Ontario Teachers' Pension Plan
signed an agreement to acquire 24 Hour Fitness with an expected
closing date in the second quarter of 2014. 24 Hour Holdings III
LLC will be the initial borrower, but after the transaction closes
24 Hour Fitness Worldwide, Inc. will be the borrower under the
facilities.

The following ratings were assigned:

24 Hour Holdings III LLC
(to be assumed by 24 Hour Worldwide, Inc.)

  $500 million 8-year senior unsecured notes at Caa1 (LGD 5, 79%)

The following ratings were unchanged:

24 Hour Holdings III LLC
(to be assumed by 24 Hour Worldwide, Inc.)

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  $150 million senior secured 5-year revolving credit facility at
  Ba3 (LGD 2, 24%)

  $850 million senior secured 7-year term loan B at Ba3 (LGD 2,
  24%)

The following ratings will be withdrawn once the transaction
closes:

24 Hour Fitness Worldwide, Inc.

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

  $75 million senior secured revolver due 2015 at Ba3
  (LGD 2, 18%)

  $585 million (face value) senior secured term loan B due 2016
  at Ba3 (LGD 2, 18%)

Ratings Rationale

The B2 Corporate Family Rating (CFR) reflects 24 Hour Fitness'
high initial leverage and modest interest coverage (expected to be
about 6.5 times and 1.5 times, respectively, at the end of fiscal
2014) relative to other business and consumer service company
peers. Moody's notes that all credit metrics are adjusted for
Moody's standard adjustments, including operating leases. Moody's
does not expect the company to materially repay debt above and
beyond required amortization and an expected excess cash flow
sweep. Required amortization is expected to be relatively modest
as the proposed credit agreement only requires 1% annual
amortization of the term loan B and the excess cash flow sweep is
calculated after growth capex. The company will likely reinvest
excess cash to grow organically and/or through acquisitions. The
ratings also consider the company's exposure to economic
conditions in California where about 50% of 24 Hour Fitness' clubs
are located.

Positive consideration is given to Moody's expectation for good
cash flow which will be used primarily to fund the company's
growth plans, and the material improvement in the company's
qualitative factors driven by the reduced risk related to
lawsuits. 24 Hour Fitness was subject to relatively large lawsuits
which have either been resolved, dismissed, or funded by the
previous owners. The rating is also supported by the company's
business position as a large-scale fitness club operator, strong
brand awareness in the markets in which it operates, and the
favorable long-term fundamentals for the fitness industry.

The stable rating outlook reflects Moody's expectation that 24
Hour Fitness will continue to grow its revenue and earnings by
maintaining membership levels, increasing pricing, and
contributions from recently opened clubs. In addition, Moody's
expects 24 Hour Fitness' liquidity will remain good and that some
free cash flow will be used to repay debt above and beyond
required amortization.

Ratings could be downgraded if membership counts decline,
comparable store sales turns negative, or debt/EBITDA remains
above 6.0 times by the end of 2015. Ratings could also be
downgraded if free cash flow turns negative on a sustained basis,
or liquidity deteriorates. Upward rating momentum could develop if
the company is able to sustain debt/EBITDA below 4.5 times while
maintaining positive comparable same store sales, positive free
cash flow and a good liquidity profile.

24 Hour Fitness Worldwide, Inc. (24 Hour Fitness) is a leading
owner and operator of fitness centers in 18 states, with a
majority located in California and other western states. As of
December 31, 2013, the company operated 413 fitness clubs under
three key brand names - 24 Hour Fitness Active, 24 Hour Fitness
Sport, and 24 Hour Fitness Super Sport. Collectively, these clubs
served approximately 3.8 million members with revenues of about
$1.3 billion at December 31, 2013.


ACTION BUSINESS: Files for Chapter 7 in Alexandria, Va.
-------------------------------------------------------
Action Business Equipment Inc., at 201 Davis Drive, Suite Y,
Sterling, Va. 20164, filed a Chapter 7 bankruptcy petition (Bankr.
E.D. Va. Case No. 14-11649) in Alexandria on April 30.  It is
represented by Joseph Michael Langone, Esq.  The Debtor listed
under $50,000 in assets and liabilities of up to $500,000.


ALLENS INC: Voluntarily Switches to Chapter 7 Liquidation
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Allens Inc., a processor of canned vegetables that
sold the business at the end of February, determined it can't even
implement a liquidating Chapter 11 plan.

Consequently, Allens filed papers asking the bankruptcy judge in
Fayetteville, Arkansas to convert the Chapter 11 case to a
liquidation in Chapter 7, where a trustee is appointed
automatically, according to the report.

Allen, which changed its name to Veg Liquidation Inc. after the
sale, said it has only "minimum funding" to pay professional fees
and officers' salaries through the end of April, the report
related.

The motion was objected to by Nancy J. Gargula, U.S. Trustee, who
complained of the Debtor's proposed retroactive effective date of
the conversion of the cases to Chapter 7 of April 30, 2014, eight
days from the Motion.  The U.S. Trustee pointed out that Rule 2002
of the Federal Rule of Bankruptcy Procedure states that parties in
interest will be provided a 21-day notice period related to a
request for conversion of a case from a chapter 11 reorganization
to another chapter.  The Debtor's notice was served on April 22,
2014 and the 21-day deadline period will expire May 13, 2014. The
U.S. Trustee contended that it would be in the best interests of
all parties to delay the effective conversion date of the cases to
Chapter 7 until the expiration of the 21-day period.

                         About Allens Inc.

Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy
(Bankr. W.D. Ark. Case No. 13-73597) on Oct. 28, 2013, seeking to
sell some divisions or reorganize as a new company.  Its
affiliate, All Veg Inc., also sought bankruptcy protection.

Bankruptcy Judge Ben T. Barry presides over the cases.  The
Debtors are represented by Stan D. Smith, Esq., Lance R. Miller,
Esq., and Chris A. McNulty, Esq., at Mitchell, Williams, Selig,
Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and Nancy A.
Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L. Hinker,
Esq., at Greenberg Traurig, LLP, in New York.  Jonathan Hickman of
Alvarez & Marsal North America, LLC, serves as the Debtors' chief
restructuring officer.  Cary Daniel, Nick Campbell and Markus
Lahrkamp of A&M serve as assistant CROs.  Lazard Freres & Co. LLC
and Lazard Middle Market LLC serve as investment bankers, while GA
Keen Realty Advisors, LLC, serves as real estate advisor to the
Debtors.

Allens Inc. scheduled $294,465,233 in total assets and
$287,945,167 in total liabilities.

The Official Committee of Unsecured Creditors tapped Eichenbaum
Liles P.A.'s Martha Jett McAlister, Esq.; and Cooley LLP's Cathy
Hershcopf, Esq., Jeffrey L. Cohen, Esq., Seth Van Aalton, Esq.,
and Robert B. Winning, Esq., as counsel.

On Feb. 12, 2014, the Court entered the order (i) authorizing and
approving the sale of substantially all of the assets of the
Allens Inc. to Sager Creek Acquisition Corp. -- which is owned by
investment funds controlled or advised by Sankaty Advisors LLC and
GB Credit Partners LLC -- free and clear of all liens, claims,
encumbrances, and interests; and (ii) approving the assumption and
assignment of certain of the Debtor's executory contracts and
unexpired leases.  The sale closed Feb. 28.

The Associated Press said the assets will be sold to Sager Creek
for $124.78 million.  Katy Stech, writing for Daily Bankruptcy
Review, the investment vehicle won the bidding with a $160 million
offer, topping stalking horse bidder Seneca Foods Corp. at a
bankruptcy auction.  Seneca Foods signed an agreement to purchase
the Debtors' assets for $148 million plus assumption of specified
debt.

Counsel to the stalking horse purchaser is Tim C. Loftis, Esq., at
Jaeckle, Fleishmann & Mugel, LLP, in Buffalo, New York.  Local
counsel to the stalking horse purchaser is Charles T. Coleman,
Esq., at Wright, Lindsey & Jennings, LLP, in Little Rock,
Arkansas.


ALPHA NATURAL: S&P Assigns 'B' Rating to $400MM 2nd Lien Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
issue-level rating and '3' recovery rating to U.S.-based coal
miner Alpha Natural Resources Inc.'s proposed $400 million second-
lien secured notes due 2020.  S&P's '3' recovery rating indicates
meaningful (50% to 70%) recovery in the event of a payment
default.

"At the same time, we lowered our issue-level rating to 'CCC+'
from 'B-' on Alpha Natural Resources' existing senior unsecured
notes that mature after 2015.  The one-notch downgrade reflects
our revision of the recovery rating on the company's senior
unsecured debt to '6' from '5'.  The '6' recovery rating indicates
our expectation for negligible (0% to 10%) recovery in the event
of a payment default.  Our issue-level and recovery ratings on the
company's credit facilities ('BB-' and '1') and unsecured notes
maturing in 2015 ('CCC+' and '6') remain unchanged," S&P said.

The lower recovery prospects for the unsecured notes that mature
after 2015 reflect the priority the second-lien note holders would
have over the company's remaining assets in a default scenario.
S&P expects the company to use the proceeds from the offering to
fund upcoming debt maturities, with the remaining balance being
used for general corporate purposes.

S&P's 'B' corporate credit rating and stable rating outlook on
Alpha Natural Resources are unchanged.  The company is the
nation's third-largest coal producer as measured by production.
It is the nation's largest supplier of metallurgical coal, which s
used in steel making, and is a major supplier of thermal coal to
electric utilities and manufacturing industries.  S&P assess its
business risk profile as "weak" and financial risk profile as
"highly leveraged."  The stable outlook reflects S&P's view that
the company will maintain strong liquidity.

Ratings List

Alpha Natural Resources Inc.
Corporate Credit Rating                      B/Stable/--

New Rating

Alpha Natural Resources Inc.
$400 mil. 2nd-lien secured notes due 2020    B
  Recovery Rating                             3

Rating Lowered; Recovery Ratings Revised
                                              To            From
Alpha Natural Resources Inc.
Senior Unsecured Notes                       CCC+          B-
  Recovery Rating                             6             5


AMERICAN AIRLINES: Forbes Article Discusses Impact of Ch.11 Exit
----------------------------------------------------------------
Trefis Team, contributor for Forbes, discusses the impact of
American Airlines' exit from Chapter 11 bankruptcy on its value.
American emerged from bankruptcy in December 2013 through a merger
with US Airways, becoming the largest airline in the world in
terms of both passenger traffic and flying capacity.  American's
stock started trading on NASDAQ from December 9, 2013, at a launch
price of $26.40, and since then has risen by over 40% to around
$38 currently. "In our opinion, this rise in American?s stock is a
reflection of its successful bankruptcy period, during which it
was able to slash its operating costs significantly," the Forbes
article says.

The article also says American is now much better positioned to
compete with rivals, Delta Air Lines and United, both of which
also lowered their cost structures in bankruptcy protection and
emerged from Chapter 11 through mergers with carefully selected
rivals.

A copy of the article is available at http://is.gd/qGZsD5

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines filed
for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463)
in Manhattan on Nov. 29, 2011, after failing to secure cost-
cutting labor agreements.  AMR, previously the world's largest
airline prior to mergers by other airlines, is the last of the so-
called U.S. legacy airlines to seek court protection from
creditors.  It was the third largest airline in the United States
at the time of the bankruptcy filing.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.

The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways.  By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.


AMERICAN APPAREL: Incurs $5.4 Million Net Loss in First Quarter
---------------------------------------------------------------
American Apparel, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $5.46 million on $137.09 million of net sales for
the three months ended March 31, 2014, as compared with a net loss
of $46.51 million on $138.06 million of net sales for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $331.49
million in total assets, $385.16 million in total liabilities and
a $53.67 million total stockholders' deficit.  As of March 31,
2014, the Company had approximately $16.68 million in cash.

Dov Charney, CEO of American Apparel indicated: "We are encouraged
by our first quarter performance with our achieved results ahead
of our 2014 business plan.  The results of our cost control
efforts are being seen in all areas of the business and we are now
fully focused on measures to improve top line performance."

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

                         http://is.gd/JLKnzI

                        About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 26, 2014,
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'CCC' from 'B-' on Los Angeles-based American Apparel
Inc.  The outlook is developing.

The Troubled Company Reporter, on Nov. 21, 2013, reported that
American Apparel Inc. had its corporate family rating cut one
level to Caa2 by Moody's Investors Service.  The clothing
retailer's probability of default was also lowered one level and
the outlook is negative.


AMERICAN BANCORP: Bankruptcy Won't Impact Bank Unit, CEO Says
-------------------------------------------------------------
Jennifer Bjorhus, writing for The Star Tribune, reported that
Russell Gaydos, American Bank's president and CEO -- in response
to the bankruptcy petition filed by investors in the Bank's
holding company -- said in a statement American Bank is performing
strongly and is in solid financial condition.  He said its capital
ratios far exceed the FDIC's "well-capitalized" standards.  He
said the bank's operations, customers and employees would not be
affected by the proceedings.  Mr. Gaydos also said the holding
company's litigation with its unsecured creditors "has no impact
on the bank."

As reported by the Troubled Company Reporter, Alesco Preferred
Funding XV, Ltd., and two related entities filed an involuntary
Chapter 11 petition for St. Paul, Minnesota-based American
Bancorporation (Bankr. D. Minn. Case No. 14-31882) on May 1, 2014.
The involuntary petition filed in St. Paul Minnesota indicates
that the three alleged creditors are owed in excess of $48
million:

     Creditor                                   Amount of Claim
     --------                                   ---------------
Alesco Preferred Funding XV, Ltd.                 $27,374,356
Alesco Preferred Funding XVI, Ltd.                $13,728,562
Alesco Preferred Funding II, Ltd.                  $7,000,000
                                                plus interest

Judge Katherine A. Constantine handles the case.  Judge Kathleen
H. Sanberg was originally assigned to the case but she
disqualified herself in the case, according to her May 1 order of
recusal.

The court has issued summons requiring the Debtor to file an
answer under Bankruptcy Rule 1011 to the petition within 21 days
after service of this summons and petition.

The alleged creditors are represented by Jeffrey Klobucar, Esq.,
at Bassford Remele, PA.


AMNEAL PHARMACEUTICALS: S&P Raises CCR to 'B+'; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Amneal Pharmaceuticals LLC to 'B+' from 'B'.  The
outlook remains stable.

At the same time, S&P raised the issue-level rating on the
company's term loan B due 2019 to 'B+' from 'B' in conjunction
with the raised corporate credit rating.  The recovery rating is
'3', reflecting S&P's expectation of meaningful (50%-70%) recovery
in the event of a payment default.

"The upgrade reflects Amneal's performance in 2013, which exceeded
our expectations, and our belief that it will sustain leverage at,
or below, 5x over the near-term, commensurate with "aggressive"
financial risk," said credit analyst Michael Berrian.
"Furthermore, Amneal's product pipeline gives us greater
visibility to its EBITDA generation.  In the fiscal year ended
December 31, 2013, leverage was 3.7x and discretionary cash flow,
while still negative, was better than our base case scenario.  We
now expect Amneal to generate breakeven discretionary cash flow in
2014 and positive discretionary cash flow in 2015."

The stable rating outlook reflects S&P's expectation that high-
double-digit revenue growth in 2014 and mid-single-digit growth,
from its portfolio of products and a growing pipeline of ANDAs,
will result in higher EBITDA, leverage sustained below 5x and
modest generation of discretionary cash flow.  S&P expects EBITDA
growth to ultimately sustain leverage between 4x and 5x over the
near term, despite the possibility of debt issuance to fund
business development or shareholder friendly actions.

Downside scenario

S&P could lower the rating if the company is unable to
successfully commercialize new products, or if product competition
is greater than expected, resulting in EBITDA that is below S&P's
base-case expectation.  This would contribute to leverage being
sustained at more than 5x, and consideration of the company's
financial risk profile as "highly leveraged".  Single-digit
revenue growth and gross margins contracting to 44% or less would
result in this outcome.

Upside scenario

S&P could raise the rating if the company continues to
successfully develop and commercialize new generic pharmaceutical
products.  This would give S&P the perception that, compared to
other similarly-rated peers, Amneal is stronger leading S&P to
consider revising the comparable rating analysis modifier to
"positive".  S&P could also raise the rating if Amneal is able to
generate a modest level of positive discretionary cash flow in
fiscal 2014, coupled with S&P's belief that discretionary cash
flow will grow in 2015.  Concurrent with this would be a
discretionary cash flow to total debt ratio of more than 2%.


ANACOR PHARMACEUTICALS: Incurs $21.2 Million Net Loss in Q1
-----------------------------------------------------------
Anacor Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $21.17 million on $4.15 million of total revenues
for the three months ended March 31, 2014, as compared with a net
loss of $15.07 million on $1.70 million of total revenues for the
same period last year.

As of March 31, 2014, the Company had $156.92 million in total
assets, $46.27 million in total liabilities, $4.95 million in
redeemable common stock and $105.69 million in total stockholders'
equity.

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

                        http://is.gd/FX3yid

                     About Anacor Pharmaceuticals

Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform.  Anacor has discovered eight compounds
that are currently in development.  Its two lead product
candidates are topically administered dermatologic compounds -
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.

Anacor reported net income of $84.76 million in 2013, a net loss
of $56.08 million in 2012 and a net loss of $47.94 million in
2011.


ANDALAY SOLAR: Incurs $84,000 Net Loss in First Quarter
-------------------------------------------------------
Andalay Solar, Inc., reported a net loss attributable to common
stockholders of $84,396 on $142,482 of net revenue for the three
months ended March 31, 2014, as compared with a net loss
attributable to common stockholders of $1.34 million on $81,194 of
net revenue for the same period during the prior year.

As of March 31, 2014, the Company had $3.74 million in total
assets, $6.69 million in total liabilities, $163,998 in series C
convertible redeemable preferred stock, $539,736 in series D
convertible redeemable preferred stock and a $3.65 million total
stockholders' deficit.

"Total revenue in the first quarter was $142,000, a 75.5% increase
as compared to the same period in the prior year.  Although
revenue declined sequentially by 81.2%, the lower sales were due
to a significant customer order for a specific project during the
fourth quarter of 2013 and due to seasonally low revenue volume
during the first quarter driven by winter weather.  Total
operating expenses in the first quarter of 2014 decreased by 34.0%
as compared to the first quarter of 2013, and increased slightly
by 3.6% as compared to the fourth quarter of 2013 due to the
timing of certain annual expenditures incurred during the current
quarter.  The Company's team is the most streamlined that it has
ever been and is well situated to be fully focused on growing
sales and working with key partners," commented Steven Chan, CEO
of Andalay Solar.

Mr. Chan continued, "Since joining the Company in late April, I
have started meeting with potential customers and manufacturing
partners and come away excited by the indications of interest of
partnering with Andalay and recognition of our innovative
products.  My immediate focus will be putting in place a strong
network of strategic partners and customers to help ensure
sustainable growth of Andalay's sales throughout 2014 and beyond,"
concluded Mr. Chan.

A copy of the press release is available for free at:

                        http://is.gd/zEmLtf

                        About Andalay Solar

Founded in 2001, Andalay Solar, Inc., formerly Westinghouse Solar,
Inc., is a provider of innovative solar power systems.  In 2007,
the Company pioneered the concept of integrating the racking,
wiring and grounding directly into the solar panel.  This
revolutionary solar panel, branded "Andalay", quickly won industry
acclaim.  In 2009, the Company again broke new ground with the
first integrated AC solar panel, reducing the number of components
for a rooftop solar installation by approximately 80 percent and
lowering labor costs by approximately 50 percent.  This AC panel,
which won the 2009 Popular Mechanics Breakthrough Award, has
become the industry's most widely installed AC solar panel.  A new
generation of products named "Instant Connect" was introduced in
2012 and is expected to achieve even greater market acceptance.

Andalay Solar reported a net loss attributable to common
stockholders of $3.85 million on $1.12 million of net revenue for
the year ended Dec. 31, 2013, as compared with a net loss
attributable to common stockholders of $9.15 million on $5.22
million of net revenue in 2012.

Burr Pilger Mayer, Inc., 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's significant operating losses and
negative cash flow from operations raise substantial doubt about
its ability to continue as a going concern.


APPLIED MINERALS: Incurs $357,000 Net Loss in First Quarter
-----------------------------------------------------------
Applied Minerals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $357,225 on $11,014 of revenues for the three months
ended March 31, 2014, as compared with a net loss of $3.07 million
on $25,086 of revenues for the same period last year.

As of March 31, 2014, the Company had $13.49 million in total
assets, $12.04 million in total liabilities and $1.45 million in
total stockholders' equity.

"As the Company continues its commercialization efforts of
halloysite clay and iron oxide, it may also require additional
financing later in 2014 to fund its current operations as it has
done in the past.  The Company has a history of recurring losses
from operations and use of cash in operating activities as it is
still a development stage company.  For the three months ended
March 31, 2014, the Company's net loss was $357,225 and cash used
in operating activities was $2,375,850.  As of March 31, 2014, the
Company had working capital of $3,926,999 which may not be
sufficient to support its current operations for the next twelve
months based on its business plan without obtaining additional
financing.  Collectively, these factors raise substantial doubt
about the Company's ability to continue as a going concern," the
Company said in the Form 10-Q.

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

                        http://is.gd/CqAvJp

                        About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

Applied Minerals incurred a net loss of $9.73 million in 2012 as
compared with a net loss of $7.43 million in 2011.


ARMORWORKS ENTERPRISES: Settles Dispute Amid Search for Investors
-----------------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that
Arizona defense contractor ArmorWorks reached a deal with a
competitor in the body-armor industry that will provide it with a
$300,000 lifeline while executives search for a way out of
bankruptcy.

                   About ArmorWorks Enterprises

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

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

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

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

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

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


AUTOMATED BUSINESS: Seeks to Hire Professionals for ESOP
--------------------------------------------------------
Automated Business Power Inc. and Automated Business Power Holding
Co. ask the U.S. Bankruptcy Court for the District of Maryland for
permission to hire three professionals in connection with employee
stock ownership plan.  The professional are:

  -- Evolve Bank & Trust;
  -- Stout Risius Ross; and
  -- American ESOP Advisors.

The Debtors tell the Court that these professionals will not be
involved in the administration of these Chapter 11 cases, but will
provide services in connection with their ongoing business
operations.

According to the Debtors, the ESOP plan would provide retirement,
life insurance and disability insurance benefits to the employees.
There would also be significant tax savings by creating an
employee stock ownership plan.

The Debtors say that, as part of the transaction to create the
ESOP Plan, Evolve Bank & Trust, the independent trustee for the
proposed ESOP, obtained a fair market valuation of ABP to
determine the purchase price of former ABP Holdings Eyal Halevy's
stock by the ESOP Plan.  Stout, Risius Ross Inc. performed the
valuation and concluded that the stock was worth $125 Million.  It
was anticipated that lender PNC Bank, National Association, would
finance the purchase of the shares from Mr. Halevy.  Citing
unfavorable market conditions, PNC Bank rescinded its offer to
finance the share purchase.

                           Evolve Bank

Evolve Bank has acted as the trustee for the ESOP trust.  The bank
is expected to:

   i) invest the trust assets;

  ii) provide information to the Debtors to enable the Debtors to
      file all required tax returns;

iii) receive contributions and make distributions;

  iv) vote and buy and sell Corporate Securities; and

   v) perform all other acts that reasonable, necessary and
      appropriate for the proper management, investment and
      distribution of the Trust's funds.

Evolve Bank is also required to obtain an appraisal annually of
the fair market value of the trust's assets.  Evolve Bank
currently charges the ESOP plan the sum of $8,562 per calendar
quarter to act as trustee.  This quarterly fee is paid by the
Debtors because their employees receive the benefit of the ESOP
plan and the Debtors are the sole source of payment of the
quarterly fees.  Evolve Bank is owed $8,562 for the quarter that
ended immediately prior to the Debtors' bankruptcy filing.

                         Stout Risius Ross

ESOP plans are subject to annual reporting requirements imposed by
the Internal Revenue Code, including a requirement of an annual
asset valuation.  Evolve Bank, as trustee of the ESOP plan,
employs an independent firm to value the ESOP plan assets.  Since
the creation of the ESOP plan, Evolve Bank has employed Stout
Risius Ross to conduct the required valuation of the ESOP Plan
assets.  SRR's annual fee to Evolve Bank is approximately $20,000,
plus expenses not to exceed $1,000, for the annual valuation of
the ESOP Plan assets.  The valuation fee and expenses are
customarily paid in two installments:

   1) $10,000 at the commencement of the valuation engagement;
      and

   2) $10,000 plus expenses upon the issuance of the valuation
      report.

The valuation fee and expenses are incurred by Evolve Bank, as
trustee, but paid by the Debtors because the Debtors receive the
benefit of the valuation.  SRR is owed $10,585 for pre-petition
services.

                      American ESOP Advisors

The Debtors require American ESOP Advisors LLC to perform record
keeping services and to prepare the participant account statements
and other plan reports required in connection with the ESOP.  AEA
is a full-service consulting and third-party record keeping firm
specializing in qualified and non-qualified plan record keeping
and consulting, with an emphasis in employee stock ownership
plans.  Among the services rendered by AEA are:

   i) determination of eligible employees;

  ii) allocating of contributions, forfeitures,
      dividends/distributions, and investment gains and losses;

iii) maintenance of all account records;

  iv) monitoring compliance with special ESOP diversification and
      distribution rules;

   v) preparation of all necessary reports; and

  vi) compliance testing and reviews.

AEA is paid in accordance with a fee schedule.  There is a basic
fee of $4,000 annually plus additional fees for certain reports
and calculating distributions. The annual cost for AEA does not
exceed $7500.  AEA is owed $4,000 for prepetition services.

The Debtors note the professionals will defer payment of the pre-
petition debt until confirmation of a plan of reorganization.

The Debtors state that none of the professionals has received a
retainer against fees and expenses.  The fees and expenses of each
professionals do not exceed the amount by more than 15%.

                  About Automated Business Power

Military supplier Automated Business Power, Inc., and Automated
Business Power Holding Co. filed their Chapter 11 petitions
(Bankr. D. Md. Case Nos. 13-27123 and 13-27125) on Oct. 8, 2013.

Automated Business Power has been engaged in the design and
production of advanced filed deployable uninterruptible power
supplies, AC-to-DC power supplier, DC-to-DC converters,
uninterruptible power systems, Power/Voice/Data cases, speakers,
speaker/voice systems and ancillary equipment tactical
transceivers, power amplifiers, SATCOM, and other communications
equipment.

The petitions were signed by Daniel Akman as president.  The
Debtors estimated assets of at least $50 million and liabilities
of at least $10 million.

The Debtor is represented by Nelson C. Cohen, Esq., at Zuckerman
Spaeder LLP, in Washington, D.C.  The Debtor tapped Dickinson
Wright and Michael R. Holzman as Special ESOP Plan Counsel.

PNC Bank is represented by James M. Smith, Esq., and Lisa Bittle
Tancredi, Esq., at Gebhardt & Smith LLP.


AUTOMATED BUSINESS: Files Amended Schedules of Non-Priority Claims
------------------------------------------------------------------
Automated Business Power Inc. filed a second amended schedule of
creditors holding unsecured non-priority claims, totaling $13.83
million, in the U.S. Bankruptcy Court in the District of Maryland.
A full-text copy of the amended schedule is available for free at
http://is.gd/01O1QC

                 About Automated Business Power

Military supplier Automated Business Power, Inc., and Automated
Business Power Holding Co. filed their Chapter 11 petitions
(Bankr. D. Md. Case Nos. 13-27123 and 13-27125) on Oct. 8, 2013.

Automated Business Power has been engaged in the design and
production of advanced filed deployable uninterruptible power
supplies, AC-to-DC power supplier, DC-to-DC converters,
uninterruptible power systems, Power/Voice/Data cases, speakers,
speaker/voice systems and ancillary equipment tactical
transceivers, power amplifiers, SATCOM, and other communications
equipment.

The petitions were signed by Daniel Akman as president.  The
Debtors estimated assets of at least $50 million and liabilities
of at least $10 million.

The Debtor is represented by Nelson C. Cohen, Esq., at Zuckerman
Spaeder LLP, in Washington, D.C.  The Debtor tapped Dickinson
Wright and Michael R. Holzman as Special ESOP Plan Counsel.

PNC Bank is represented by James M. Smith, Esq., and Lisa Bittle
Tancredi, Esq., at Gebhardt & Smith LLP.


AUTOMOTIVE INC: Moody's Rates $300MM Senior Unsecured Note 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed new
$300 million senior unsecured note issue of Group 1 Automotive,
Inc.  The Corporate Family Rating was affirmed at Ba2 and the
rating outlook remains stable.

Approximately $240 million of proceeds from the proposed $300
million notes will be used to retire convertible notes and satisfy
the call premium. The approximately $60 million balance, together
with approximately $30 million in proceeds from the unwinding of
hedges and warrants, will be used to pay down $50 million of the
company's $320 million acquisition line, with the remaining
approximately $40 million kept on the balance sheet to shore up
liquidity. "While this issuance increases the company's leverage
in the short-term, we believe that it is a long-term credit
positive as it improves both liquidity and the company's maturity
profile," stated Moody's Vice President Charlie O'Shea.

Rating Assigned

  $300 million senior unsecured notes at B1/LGD6-91%

Ratings Affirmed

  Corporate Family Rating at Ba2

  Probability of Default Rating at Ba2-PD

  Senior unsecured shelf rating at (P)B1

  Subordinate shelf rating at (P)B1

  Preferred shelf rating at (P)B1

Ratings Rationale

The Ba2 rating considers Group 1's improved credit metrics, as
well as its strong market position in the still very fragmented
auto retailing segment. The rating also considers Group 1's
historically-favorable brand mix, with over 80% of new vehicle
sales coming from luxury and import brands, with approximately 27%
of this Toyota, and its operating profit trend away from new
vehicle sales. Group 1's business model, with solid parts and
service and finance and insurance segments, and improving used car
retail sales, reduces reliance on new car sales. Finally, Group 1
is moderately diverse geographically, with stores in more than a
dozen U.S. states, the United Kingdom, and Brazil. The stable
outlook reflects our belief that Group 1 will continue to manage
its cost structure such that its operating performance remains
resilient even in the event of a downturn and credit metrics
remain largely in balance. Ratings could be upgraded if operating
performance and financial policy decisions resulted in debt/EBITDA
being sustained below 4 times and EBIT/Interest being sustained
above 4 times. Ratings could be downgraded if either negative
trends in operating performance or financial policy decisions
resulted in debt/EBITDA rising above 4.75 times or EBIT/Interest
falling toward 3 times, or if the company's liquidity were to
weaken.

Group 1 Automotive, headquartered in Houston, TX, is a leading
auto retailer with 180 franchises, and annual revenues
approximating $9 billion.


AVIS BUDGET: S&P Assigns 'B+' Rating to $350MM Sr. Notes Due 2022
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating to Parsippany, NJ-based car and truck renter Avis Budget
Group Inc.'s $350 million senior notes due 2022. The recovery
rating is '5', indicating S&P's expectation that lenders would
receive modest recovery (10%-30%) of principal in the event of a
payment default.

Avis Budget Car Rental LLC and Avis Budget Finance Inc. are
issuing the notes.  Both companies are indirect subsidiaries of
Avis Budget, and they will use the proceeds to redeem senior notes
due 2019.

The rating on Avis Budget reflects the company's "aggressive"
financial risk profile assessment, the price-competitive and
cyclical nature of on-airport car rentals, and the company's
significant amount of secured assets.  The rating also
incorporates Avis Budget's position as one of the largest global
car rental companies, the relatively stable cash flow the business
generates, and S&P's expectation that the company's operating
performance will continue to improve.  S&P assess the company's
business profile as "fair," its financial profile as "aggressive,"
and its liquidity as "adequate," based on S&P's criteria.

The outlook is stable.  S&P expects Avis Budget's credit metrics
to remain relatively consistent through 2015, with EBITDA interest
coverage in the mid-5x area, funds from operations (FFO) to debt
in the low-20% area, and debt to EBITDA in the high-3x area.  S&P
could raise the rating if the company's operating performance
exceeds its expectations, resulting in EBITDA interest coverage
exceeding 6x and FFO to debt remaining above 20% over a sustained
period.  S&P believes a downgrade is unlikely over the next year,
but it could lower the rating if industry conditions weaken,
causing EBITDA interest coverage to fall to below 4.5x on a
sustained basis.

RATINGS LIST

Avis Budget Group Inc.
Corporate Credit Rating      BB-/Stable/--

New Ratings

Avis Budget Car Rental LLC
Avis Budget Finance Inc.
$350 million senior notes due 2022     B+
  Recovery Rating                       5


AXION INTERNATIONAL: Registers 7 Million Shares Under Stock Plan
----------------------------------------------------------------
Axion International Holdings, Inc., filed a Form S-8 with the U.S.
Securities and Exchange Commission to register 7,000,000 shares of
common stock issuable under the Company's 2010 Stock Plan.  The
proposed maximum aggregate offering price is $5.18 million.  A
copy of the Form S-8 prospectus is available for free at:

                         http://is.gd/jjHL91

                       About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

AXION International reported a net loss of $24.19 million on $6.63
million of revenue in 2013, compared to a net loss of $5.43
million on $5.34 million of revenue in 2012.

Following the 2013 results, BDO USA, LLP, expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has suffered recurring losses from
operations and has working capital and net capital deficiencies.
BDO USA, LLP also issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.

The Company's balance sheet at Dec. 31, 2013, showed $16 million
in total assets, $38.05 million in total liabilities, total
temporary equity of $6.72 million, and a stockholders' deficit of
$28.77 million.


BANYON 1030: GE To Pay $2.7M to Settle Feeder Fund's Claims
-----------------------------------------------------------
Law360 reported that the trustee for a bankrupt hedge fund that
served as a feeder to Scott Rothstein's notorious Ponzi scheme
asked a Florida federal judge to approve a $2.7 million settlement
that would resolve an adversary suit against General Electric
Capital Corp.

According to the report, Robert C. Furr, who is representing
Banyon 1030-32 LLC and Banyon Income Fund LP in their ongoing
Chapter 7 case, said in a motion before U.S. Bankruptcy Judge
Raymond B. Ray that the agreement would put to rest his claims
that GE took part in "constructively fraudulent transfers" from
Banyon, and close a case that GE had planned to dispute
vigorously.

"The Banyon Trustee believes that the expense, inconvenience and
delay that would be caused by further litigation would not be in
the best interest of the liquidating estate. Any litigation would
turn out to be hard fought and costly," Furr said in the motion,
the report related.

Furr filed the adversary action in November, seeking the recovery
of the allegedly fraudulently transferred funds, the report
further related.  In addition to GE, it named GE Commercial
Finance Real Estate, GE Business Financial Services Inc., GE
Commercial Finance Real Estate, GE Capital Markets Inc. and Gemsa
Loan Services LP as defendants, though it did not allege that the
company had any knowledge or direct involvement in Rothstein's
scheme.

Banyon was owned by George Levin, who the SEC accused of offering
investors short-term promissory notes issued by the company in
order to raise money to purchase settlements from Rothstein
through his prominent law firm Rothstein Rosenfeldt Adler PA, the
report related.

                     About Banyon 1030-32 LLC

Banyon 1030-32, LLC, which was the largest lender to Scott
Rothstein's $1.2 billion Ponzi scheme, sought bankruptcy (Bankr.
S.D. Fla. Case No. 10-33691) in November 2011.  Robert Furr was
named Chapter 7 trustee.

Banyon was formed in 2007 by George and Gayla Sue Levin for the
purpose of investing in Rothstein's confidential settlement scheme
and sunk more than $971 million into the scam before it collapsed
in October 2009.

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

Mr. Rothstein pled guilty to the scheme in January 2010 and was
sentenced to 50 years in prison.

In September 2011, Banyon paid at least $10 million to exit a suit
brought by RRA's bankruptcy trustee, who had originally sought
$830 million from the company.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.

RRA won approval of an amended liquidating Chapter 11 plan
pursuant to the Court's July 17, 2013 confirmation order.  The
revised plan, filed in May, is centered around a $72.4 million
settlement payment from TD Bank NA.


BARRINGTON SPRINGHOUSE: Apartment Auction Bids to Start at $1.5MM
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the 685-unit Riverside Park Apartment complex near
Dayton, Ohio, will be sold for $1.5 million absent a higher offer
at auction on May 21.

According to the report, a Chapter 11 trustee was appointed for
the complex.  Under procedures approved by the U.S. Bankruptcy
Court in Dayton, competing bids are due May 7, the report related.
If there are no other offers, the trustee can complete the sale to
the Brisben Properties LLC without obtaining another court order.

The project and its 60 buildings are 3.5 miles (5.6 kilometers)
north of Dayton, the report further related.  When bankruptcy
began, the occupancy rate was 12 percent, according to a court
filing.  Edelstein bought the property in 2011.

Barrington Spring House, LLC, dba Riverside Park Apartments,
sought protection under Chapter 11 of the Bankruptcy Code on
Jan. 9, 2014.  The case is In re Barrington Spring House,
14-30054 (S.D. Ohio).  The Debtor's counsel is James A Coutinho,
Esq., and Myron N Terlecky, Esq., at STRIP HOPPERS LEITHART
MCGRATH & TERLECKY CO., LPA, in Columbus, Ohio.  The Debtor said
its estimated assets range from $1 million to $10 million and its
estimated liabilities range from $1 million to $10 million.  The
petition was signed by Geoffrey W. Edelsten, managing member.


BERNARD L. MADOFF: Trustee Can't Sue Indirect Recipients
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Jed Rakoff published an opinion
on April 29 making it difficult if not impossible for the trustee
of Bernard L. Madoff Investment Securities Inc. to recover stolen
money from investors who got payments from the Ponzi scheme
indirectly.

According to the report, in Judge Rakoff's latest decision, the
judge said that Madoff trustee Irving Picard can't sue so-called
subsequent recipients, or those who didn't take money out of
Madoff directly, without alleging and proving that they "acted
with willful blindness" to the existence of a Ponzi scheme.

Previously, Judge Rakoff precluded Picard from recovering
fictitious profits paid to direct recipients more than two years
before bankruptcy, the Bloomberg report related.  In prior
decisions, Judge Rakoff is allowing Picard to sue beyond two years
for recovery of fictitious profits and principal if the trustee
can prove actual knowledge of fraud.

Mr. Rochelle said the April 29 opinion opens the door for indirect
recipients to argue that they can't be sued at all, unless they
were willfully blind to the fraud.  The new decision involved
Picard's suits against sophisticated investors who put money
indirectly into the Madoff Ponzi scheme, often through so-called
feeder funds, Mr. Rochelle added.  Judge Rakoff took the cases
away from the bankruptcy judge in June 2012 to rule on the so-
called good faith defense.

Judge Rakoff's April 29 decision was made as part of In re Bernard
L. Madoff Investment Securities LLC, 12-mc-00115, U.S. District
Court, Southern District of New York (Manhattan).

                     About Bernard L. Madoff

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

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

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

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

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

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid about 58 percent of customer claims totaling
$17.3 billion.  The most recent distribution was in March 2013.

Mr. Picard has collected about $9.35 billion, not including an
additional $2.2 billion that was forfeit to the government and
likewise will go to customers.  Picard is holding almost
$4.4 billion he can't distribute on account of outstanding
appeals and disputes.  The largest holdback, almost $2.8 billion,
results from disputed claims.


BIOFUEL ENERGY: Gets Listing Suspension Letter From Nasdaq
----------------------------------------------------------
BioFuel Energy Corp. received a letter on May 8, 2014, from the
Listing Qualifications Staff of The Nasdaq Stock Market LLC
indicating that the Staff believes the Company is a "public shell"
and the continued listing of its securities is no longer
warranted.  The Staff believes that the Company no longer has an
operating business and, as a result, purchasers of the Company's
securities cannot know definitely what the operating business of
the Company will be in the future.

Therefore, in accordance with Nasdaq Listing Rule 5101, the Staff
has determined to apply more stringent criteria for the continued
listing of the Company's securities.  Accordingly, unless the
Company requests an appeal of the Staff's determination, trading
of the Company's common stock will be suspended and the Company's
securities will be removed from listing and registration on
Nasdaq.

The Company intends to timely appeal the Staff's determination to
a Nasdaq Hearings Panel, which will stay the suspension and
delisting of the Company's securities pending the Panel's
decision.  The Company will present to the Panel its plan to cease
to be a shell company as defined in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended, which may include the
consummation of one or more strategic transactions currently being
evaluated by a special committee of the Company's Board of
Directors.

                        About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

Biofuel Energy reported a net loss of $45.65 million for the year
ended Dec. 31, 2013, as compared with a net loss of $46.32 million
during the prior year.  As of Dec. 31, 2013, the Company had
$15.65 million in total assets, $4.60 million in total liabilities
and $11.05 million in total equity.

Grant Thornton LLP, in Denver, Colorado, did not issue a "going
cocern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2013.  In their report on the consolidated
financial statements for the year ended Dec. 31, 2012, Grant
Thornton expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company incurred a net loss of $46.3 million during the
year ended Dec. 31, 2012, is in default under the terms of the
Senior Debt Facility, and has ceased operations at its Fairmont
ethanol facility.  These conditions, among other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.


BISHOP OF STOCKTON: Aug. 15 Deadline for Sex Abuse Claims Set
-------------------------------------------------------------
The Roman Catholic Bishop of Stockton on May 13 disclosed that the
United States Bankruptcy Court for the Eastern District of
California has entered an order establishing August 15, 2014 at
4:00 p.m. (Pacific Time) as the last date and time for Sexual
Abuse Claimants to assert a Sexual Abuse Claim.

The Roman Catholic Bishop of Stockton filed for bankruptcy
protection on January 15, 2014.  Key to the bankruptcy proceeding
is determining exactly what claims the Diocese will face, enabling
the court to distribute remaining assets as fairly as possible.

This "Sexual Abuse Claim Bar Date" applies to all sexual abuse
claims against the Diocese based upon sexual abuse that occurred
before January 15, 2014.  Other types of claims face earlier
deadlines: general claims must be filed by May 22, 2014 and claims
by governmental bodies must be filed by July 14, 2014.

The Diocese of Stockton is taking a number of steps to inform
potential claimants of the bar date set by the court.  These
include advertisements in more than 24 local and regional
newspapers, an advertisement in USA Today, as well as notices
mailed to every household on parish and parish school mailing
lists.

Those submitting a claim for sexual abuse must use a court-
approved form to do so.  This form, known as the Sexual Abuse
Proof of Claim Form, is available through a number of websites and
locations.  Copies of the form may be obtained by:

   * Visiting a website established by attorneys for the Official
Committee of Unsecured Creditors appointed in this case, at
www.pszjlaw.com/stocktondiocese.html;

   * Contacting the Creditor's Committee counsel at (888) 570-
6217;

   * Visiting an informational website established for the Diocese
at www.kccllc.net/stocktondiocese then clicking on the link to
access that proof of claim form;

   * Contacting the Diocese's bankruptcy law firm at (916) 329-
7400; or

   * Visiting the Diocese's web page at www.stocktondiocese.org

To view the court order establishing the Bar Date, or to see any
of the documents filed in this case, visit
www.kccllc.net/stocktondiocese

                     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.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BESRA GOLD: In Talks Over Convertible Notes Default
---------------------------------------------------
Besra Gold Inc. on May 13 advised that discussions are ongoing
with Euro Pacific Capital Inc. as the investor representative of
note holders concerning the current default and a possible
restructuring and/or extension of convertible notes.  The cure
period as set out in the notice to cure Euro Pacific delivered to
the Company expired on May 7, 2014 and the Company was unable to
cure the default.  The Company has not received notice of any
legal action nor is not aware of any pending legal action in this
respect.

Furthermore, it is in negotiations with four separate parties that
have completed or are significantly advanced with due diligence on
a variety of financing approaches.  One proposal has been received
with others expected imminently.  No assurances can be given that
the financing will proceed on terms acceptable to the Company, or
at all.  Financing would be subject to all necessary regulatory
approvals including the Toronto Stock Exchange.

If a binding commitment for a fundraising is not entered into in
the next month, the Directors will consider suspending operations
until such a commitment is obtained.  The Directors may also
consider a formal restructuring of the Company under applicable
insolvency legislation.

The Toronto Stock Exchange has advised Besra that it is reviewing
the common shares of the Company with respect to meeting the
continued listing requirements.  The Company has been granted 30
days in which to regain compliance with pricing, liquidity and
disclosure requirements, pursuant to the Remedial Review Process.

In Vietnam, the company is expecting to shortly receive formal
approval from the Quang Nam taxation department for a two year
deferral of Bong Mieu tax payments, owing to hardship caused by
typhoon damage late last year.  A similar separate application has
also been made on behalf of Phuoc Son, although a response on that
matter is expected at a later date.

Dewatering of the flooded mine at its Bong Mieu operations began
in March, immediately after the road repairs were finished.  To
date approximately 75% of the volume and approximately 50% of the
height of the flood has been pumped out.  Mining should recommence
in the next two weeks with the plant expected to be back in
operation by the end of May.

Company representatives are meeting with its insurer's loss
adjusters in Ho Chi Minh City next week to pursue its property
loss and business interruption claim resulting from said typhoon
damage.  The claim was filed for loss in excess of $4 million but
there can be no assurance that this amount, nor any amount, will
ultimately be received.

A full update on financial and operational performance will be
issued to the markets next week in the form of the Company's Q3
2014.

                      About Besra Gold Inc.

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


BONDS.COM GROUP: GFINet No Longer a Shareholder
-----------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, GFINet Inc. and GFI Group Inc. disclosed that
as of May 8, 2014, they no longer beneficially owned any shares of
common stock or any other securities that are exercisable for or
convertible into shares of common stock of Bonds.com Group, Inc.

The merger agreement between the Bonds.com Group and MTS Markets
International Inc., was consummated on May 8, 2014.

Upon consummation of the Merger and effective as of the Closing
Date, all shares of Common Stock and preferred stock of the Issuer
were automatically cancelled and ceased to exist, and each share
of Common Stock and preferred stock of the Issuer that was
outstanding immediately prior to the effective time of the Merger
were automatically converted into the right to receive allocations
of the Merger Consideration, if any, on the basis of the Amended
and Restated Certificate of Incorporation of the Issuer, in each
case without interest and subject to any required withholding
taxes.  In addition, upon consummation of the Merger and effective
as of the Closing Date, all options and warrants to purchase
Common Stock were terminated and no longer exercisable for any
shares of Common Stock or any other capital stock of the Company.
Holders of options and warrants were not entitled to receive and
did not receive any Merger Consideration under the Merger
Agreement.

The Merger Consideration payable under the Merger Agreement is an
amount equal to $15 million, minus transaction costs, minus
closing liabilities, and plus or minus a working capital
adjustment.

GFINet Inc. and GFI Group Inc. previously disclosed that as of
March 11, 2014, they beneficially owned 444,077 shares of common
stock of Bonds.com Group representing 64.6 percent of the shares
outstanding.

A copy of the amended regulatory filing is available at:

                        http://is.gd/B3OJcS

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources.  Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.

The Company reported a net loss applicable to common stockholders
of $5.83 million on $7.45 million of revenue for the year ended
Dec. 31, 2013, as compared with a net loss applicable to common
stockholders of $9.17 million on $7.56 million of revenue in 2012.
As of Dec. 31, 2013, the Company had $2.83 million in total
assets, $2.23 million in total liabilities and $608,331 in total
stockholders' equity.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company has sustained recurring losses and negative cash flows
from operations, and has a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.


BROADWAY HOTEL: Viscount Suite Hotel Placed in Bankruptcy
---------------------------------------------------------
Broadway Hotel One, LLC, owner of the Viscount Suite Hotel, filed
for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 14-06884) on
May 7, 2014, listing under $50,000 in assets and under $500,000 in
debts.  Michael W. McGrath, Esq., at Mesch Clark & Rothschild,
serves as counsel to the Debtor.

Viscount Suite Hotel is an independently owned hotel at 4855 E.
Broadway.

Arizona Daily Star reported that the Hotel's operations will
continue without interruption at the 215-room hotel whose
distinctive atrium spans all four floors, according to a news
released issued by the Hotel's bankruptcy lawyer.  None of the
company's 82 employees will be laid off or lose pay, and events
such as weddings, banquets and corporate conferences will continue
as planned as the owners work with lenders to reorganize debt, the
company said.  It also said vendors will be paid in a timely
fashion for all work going forward after the bankruptcy filing.

"Our business has been greatly affected by the downturn in the
economy, the decline in tourism from Mexico, and the loss of
(baseball) spring training here in Tucson," owner Larry Cesare of
Broadway Hotel One said in a prepared statement, according to the
Daily Star report.  Mr. Cesare said the owners are prepared to
provide new capital for a substantial remodeling of the Hotel, the
report added.

Larry and his father, Joseph R. Cesare, have been responsible for
the day-to-day operations of the hotel since 1991, the report
noted.

The petition was signed by Joseph Cesare.


BROOKSTONE HOLDINGS: Restructuring Support Agreement Approved
-------------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Brookstone's motion for an order authorizing the Debtors to assume
a restructuring support agreement.

BData reported that, "During the course of negotiations with the
initial consenting noteholders, one of the second round bidders,
SPB Acquisition LLC (the 'Stalking Horse'), an affiliate of
Spencer Spirit Holdings, substantially improved its March 5, 2014
offering to purchase all of the Debtors' common stock for $127.5
million. After extensive arm's length negotiations, the Debtors
and the Stalking Horse have entered into a Plan sponsorship
agreement (the 'PSA') and an agreement to purchase all of the
newly issued shares of stock (the 'Shares') of Brookstone Holdings
Corp. as reorganized through a Plan of reorganization (the 'SPA').
As set forth in detail in the PSA/Bidding Procedures Motion, the
transaction contemplated by the SPA will be implemented through a
Plan of reorganization (the 'Plan'). Specifically, on the
Effective Date of the Stalking Horse Plan, the Stalking Horse
shall acquire 100% of the Shares newly of reorganized Brookstone
Holdings Corp. for cash, new notes and the assumption of
liabilities for total consideration of approximately $147 million
(the 'Total Purchase Price'). To ensure that maximum value for the
Shares is achieved, notwithstanding the extensive pre-petition
marketing efforts, the right to serve as Plan sponsor will be
market tested through a competitive auction process (the
'Auction') to be approved by this Court. To induce SPB to serve as
a stalking horse for a Plan sponsorship auction, the Debtor's have
agreed, subject to this Court's approval to certain ' bidder
protections' including a break-up fee of $3.7 million and an
expense reimbursement of $500,000....Upon the terms and subject to
the conditions of the RSA and the Restructuring Term Sheet, the
Consenting Noteholders and the Equity Sponsors agree that, for the
duration of the Restructuring Support Period, each of the
Consenting Noteholders and the Equity Sponsors shall: support, and
take all reasonable actions necessary to facilitate the
implementation or consummation of the Restructuring Transaction
and the approval by the Bankruptcy Court of the Bidding Process
Documents and the Plan Documents, including, without limitation,
consummation and funding of the D.I.P. Facility...in its capacity
as either a holding of the Second Lien Notes or as lender under
the D.I.P. Facility (to the extent applicable) forbear from
exercising its right to 'credit bid' its Second Lien Claims and
liens, or its D.I.P. Facility loans and liens (as applicable) and
forebear from directing the indenture trustee for the Second Lien
Notes or the D.I.P. Facility agent to exercise any such rights to
'credit bid,' in each case only for so long as either (1) the RSA
has not been terminated, (2) the SPA has not been terminated, or
(3) the PSA has not been terminated."

                    About Brookstone Holdings

Brookstone Holdings Corp. and its affiliated debtors on April 3,
2013, filed for relief under Chapter 11 (Bankr. D. Del. Lead Case
No. 14-10752) with a plan to sell its business to another
retailer.

Specialty retailer Brookstone operated 242 retail stores across 40
states and Puerto Rico as of Feb. 1, 2014.  Of those stores, 195
are generally located near "center court" in America's top
retail centers and 47 are located in airports.  Brookstone
also operates an e-commerce business that includes the Brookstone
catalog and http://www.Brookstone.com/

An affiliate of Spencer Spirit Holdings Inc., the parent of gift-
shop chain Spencer's, has signed a deal to pay $147 million in
exchange for 100% of the reorganized debtor's equity, absent
higher and better offers from other parties.  As of Dec. 31, 2013,
Spencer operated 644 stores in 49 states and Canada.

As of the bankruptcy filing, the Debtors owe more than $50 million
on a senior secured prepetition credit facility ($34.1 million on
a revolver, $12.3 million on a term loan and $4.7 million on
account of letters of credit), and $137.3 million to holders of
junior notes.  The Debtors estimate that their unsecured debt is
between $75 million and $85 million.

The agreement with Spencer contemplates that Brookstone,
headquartered in New Hampshire, will continue to operate its mall
and airport stores, catalog, website, and wholesale channels,
under the Brookstone brand with current employees remaining at
their respective locations.

The Debtors have tapped K&L Gates LLP and Landis Rath & Cobb LLP
as attorneys, Deloitte Financial Advisory Services LLP as their
financial advisors, Jefferies LLC as their investment banker, and
Kurtzman Carson Consultants as claims agent.

The DIP lenders are represented by Stroock & Stroock & Lavan LLP
and Young Conaway Stargatt & Taylor LLP.


BROOKSTONE HOLDINGS: Headed to Auction Block in June
----------------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal, reported
that specialty retailer Brookstone Holdings Corp. has received
bankruptcy-court approval to sell ownership of the restructured
company at auction, with a $146.3 million offer from a Spencer
Spirit Holdings Inc. affiliate setting the floor price.

According to the Journal, Judge Brendan Shannon of the U.S.
Bankruptcy Court in Wilmington, Del., approved the rules to govern
the Brookstone auction, including a $3.7 million breakup fee and
up to $500,000 in expense reimbursement to Spencer's if it is
bested by another offer. The Spencer's offer is worth $120 million
in cash plus $75 million in notes and assumption of liabilities.

The auction is scheduled for June 2, and competing bids are due
May 28, the Journal related.  Those bids must be worth at least
$250,000 more than the Spencer's offer and cover the cost of
Spencer's breakup fee and expense reimbursement. The Wall Street
Journal previously reported that Blucora Inc., which owns e-
commerce retailer Monoprice, is preparing an all-cash bid for
Brookstone.

Judge Shannon also gave final approval to Brookstone's $96.25
million bankruptcy loan from a group of bondholders, the Journal
further related.  The loan includes fresh financing of $66.25
million plus a $30 million "roll-up," which refinances and
reprioritizes a chunk of prebankruptcy debt, placing it higher on
the list for repayment.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
pointed out that Brookstone can go ahead with the June 2 auction
of the business after negotiating a settlement with the unsecured
creditors' committee to carve out some of the sale price under a
Chapter 11 plan.

Unsecured creditors dropped their opposition to the sale schedule
and loan approval in return for receiving $1.25 million in cash
from sale proceeds to be distributed under the forthcoming Chapter
11 plan, the Bloomberg report said.  If the price goes up at
auction, unsecured creditors receive 15 percent, up to a maximum
of $1.5 million additional.

Along with the Chapter 11 petition, Brookstone filed papers for
approval of bonus programs. The company agreed to postpone the
bonus hearing until May 12, Mr. Rochelle said.

                    About Brookstone Holdings

Brookstone Holdings Corp. and its affiliated debtors on April 3,
2013, filed for relief under Chapter 11 (Bankr. D. Del. Lead Case
No. 14-10752) with a plan to sell its business to another
retailer.

Specialty retailer Brookstone operated 242 retail stores across 40
states and Puerto Rico as of Feb. 1, 2014.  Of those stores, 195
are generally located near "center court" in America's top
retail centers and 47 are located in airports.  Brookstone
also operates an e-commerce business that includes the Brookstone
catalog and http://www.Brookstone.com/

An affiliate of Spencer Spirit Holdings Inc., the parent of gift-
shop chain Spencer's, has signed a deal to pay $147 million in
exchange for 100% of the reorganized debtor's equity, absent
higher and better offers from other parties.  As of Dec. 31, 2013,
Spencer operated 644 stores in 49 states and Canada.

As of the bankruptcy filing, the Debtors owe more than $50 million
on a senior secured prepetition credit facility ($34.1 million on
a revolver, $12.3 million on a term loan and $4.7 million on
account of letters of credit), and $137.3 million to holders of
junior notes.  The Debtors estimate that their unsecured debt is
between $75 million and $85 million.

The agreement with Spencer contemplates that Brookstone,
headquartered in New Hampshire, will continue to operate its mall
and airport stores, catalog, website, and wholesale channels,
under the Brookstone brand with current employees remaining at
their respective locations.

The Debtors have tapped K&L Gates LLP and Landis Rath & Cobb LLP
as attorneys, Deloitte Financial Advisory Services LLP as their
financial advisors, Jefferies LLC as their investment banker, and
Kurtzman Carson Consultants as claims agent.

The DIP lenders are represented by Stroock & Stroock & Lavan LLP
and Young Conaway Stargatt & Taylor LLP.


CALUMET PHOTOGRAPHIC: Assets to Be Sold to Green Tree Capital
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the assets of Calumet Photographic Inc., a Chicago-
based camera supply and photo services provider, are being sold
for about $3.85 million to Green Tree Capital Holdings Inc., the
winner at auction.

The U.S. Bankruptcy Court in Chicago approved the sale on April
30, according to the report.  The assets being sold include
inventory, store fixtures and the right to take over leases, the
report related.

                    About Calumet Photographic

Calumet Photographic, Inc., a Chicago, Illinois-based photography
chain, filed a petition under Chapter 7 of the Bankruptcy Code
(Bankr. N.D. Ill. Lead Case No. 14-08893) on March 12, 2014,
listing assets of $50 million to $100 million and debts of $10
million to $50 million.  The Debtor is represented by Mark A.
Berkoff, Esq., at Neal, Gerber & Eisenberg LLP, in Chicago,
Illinois.  Silverman Consulting serves as financial advisor.

Catherine Steege, Esq., has been named the Chapter 7 Trustee.  She
is represented by:

     Catherine Steege, Esq.
     Melissa Root, Esq.
     Landon S. Raiford, Esq.
     JENNER & BLOCK LLP
     353 N. Clark St.
     Chicago, IL 60654
     E-mail: csteege@jenner.com
             mroot@jenner.com
             lraiford@jenner.com


CD STORES: Carol's Daughter Retail Unit May Pay Remaining Workers
-----------------------------------------------------------------
Sara Randazzo, writing for Daily Bankruptcy Review, reported that
the operator of Carol's Daughter cosmetics stores won a
bankruptcy-court judge's approval to continue paying employees at
its two remaining store locations as the company consolidates its
retail operations in Chapter 11.

                         About CD Stores

Entities affiliated with beauty products company Carol's Daughter
filed for Chapter 11 bankruptcy protection April 24, 2014 (Bankr.
S.D.N.Y. Lead Case No. 14-11192) in Manhattan.  The filing
entities are CD Stores LLC and its retail affiliates: CD Store
125th, LLC; CD Store Atlantic Terminal, LLC; CD Store Roosevelt
Field, LLC; CD Store Pentagon City LLC; CD Store Newport Centre,
LLC; CD Store Fox Hills, LLC; and CD Store Lenox Square, LLC.

The Debtors' primary business is the marketing and sales of
natural hair, body, and skincare beauty products under the name
"Carol's Daughter," from retail stores located in New York, New
Jersey, Georgia, Virginia, and California.  Carol's Daughter has
been known for its natural beauty products for more than 20 years.

Debtor CD Stores does not operate a retail location, and has no
employees, but it is the sole member of the Retail Debtors, and
guarantor with respect to certain lease agreements for Debtor
125th, Debtor Roosevelt Field, Debtor Lenox, Debtor Newport,
Debtor Fox, and Debtor Pentagon.

Debtor CD Stores is wholly owned by Carol's Daughter Holdings,
LLC, a New York limited liability company.  CD Holdings is the
sole member of Debtor CD Stores, and Carol's Daughter Products,
LLC, a Delaware limited liability company.

Neither CD Holdings nor CD Products have sought bankruptcy
protection.  CD Holdings and CD Products focus on the marketing
and sales of Carol's Daughter beauty products direct to consumers,
through CarolsDaughter.com, a website owned and operated by
Carol's Daughter Online, LLC1, as well as to wholesale vendors.
The Debtors are not involved in the online marketing and sales of
Carol's Daughter beauty products.

CD Stores estimated assets and debts each in the $1 million to $10
million range.  As of April 20, 2014, the Debtors, on an unaudited
basis, had total assets with a book value of $280,435 and total
liabilities of roughly $7,050,016.

Judge Shelley C. Chapman presides over the cases.  Gerard R.
Luckman, Esq., and Adam L. Rosen, Esq., at Silverman Acampora LLP,
serve as the Debtors' counsel.

The petitions were signed by John D. Elmer, chief financial
officer, chief operating officer.


CDW LLC: S&P Affirms 'BB-' CCR & Revises Outlook to Positive
------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit and all issue-level ratings on Vernon Hills,
Ill.-based CDW LLC.  S&P also revised its outlook to positive from
stable.

"The outlook revision to positive from stable reflects our
expectation that CDW will achieve consistent revenue and EBITDA
growth in fiscal 2014," said Standard & Poor's credit analyst
Martha Toll-Reed.

In addition, S&P expects good cash flow will support additional
debt reductions, and enable the company to sustain adjusted
leverage below 4x in the near-to-intermediate term.  S&P's ratings
reflect CDW's "fair" business risk profile and "aggressive"
financial risk profile.  In addition, S&P views the industry risk
as "moderately high" and the country risk as "very low".

The positive outlook reflects S&P's expectation that CDW's
consistent operating performance and positive FOCF will enable the
company to further reduce leverage in the near term.

S&P could raise the rating in the near term if consistent revenue
and EBITDA growth enable CDW to sustain leverage comfortably below
4x.  The positive outlook also incorporates S&P's belief that
CDW's financial sponsors will relinquish control over the
intermediate term.

Although not expected in the near term, S&P could revise the
outlook to stable if a decline in IT spending caused revenues,
EBITDA, and cash flow to decline, with leverage sustained in
excess of 4x.


COLDWATER CREEK: Consumer Privacy Ombudsman Appointed
-----------------------------------------------------
BankruptcyData reported that the U. S. Bankruptcy Court directed
the U.S. Trustee assigned to the Coldwater Creek case to appoint a
consumer privacy ombudsman.

BData related that the order states, "The U.S. Trustee shall
appoint a consumer privacy ombudsman in accordance with 11 U.S.C.
section 332 (a) no later than the date that is 7 days before the
Sale Hearing. The Ombudsman shall perform the functions set forth
in 11 U.S.C. sections 332 (b) and (ii) at all times comply with 11
U.S.C. section 332(c). The Ombudsman shall be compensated pursuant
to 11 U.S.C. section 330 upon approval by the Court of a request
for compensation. The Court will retain jurisdiction over all
matters arising from or related to the implementation or
interpretation of this Order."

                      About Coldwater Creek

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

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

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

Coldwater Creek Inc. estimated $10 million to $50 million in
assets and $100 million to $500 million in liabilities.  Affiliate
Coldwater Creek U.S. Inc. estimated $100 million to $500 million
in assets and liabilities.

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

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


COMPASS DIVERSIFIED: Moody's Rates $680MM Sr. Secured Debt 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Compass
Diversified Holding's $680 million senior secured credit facility
(comprised of a $280 million secured term loan and a $400 million
secured revolving credit facility). At the same time, Moody's
affirmed the Ba3 Corporate Family Rating, the B1-PD Probability of
Default Rating and the SGL-2 speculative grade liquidity rating.
The rating outlook remains stable. Ratings on the existing term
loan and revolver are affirmed, but will be withdrawn upon closing
of the transaction.

The proceeds will be used to repay amounts outstanding under the
existing senior secured term loan. The refinancing extends debt
maturities by two and four years and saves the company about $3
million/year in interest. "However, these savings will be lost if
interest rates increase as interest expense will rise by about $3
million for every 100 basis point increase in rates," said Kevin
Cassidy, Senior Credit Officer at Moody's Investors Service.

Ratings assigned:

  $400 million revolving credit facility expiring in 2019 at Ba3
  (LGD3, 35%);

  $280 million term loan maturing in 2021 at Ba3 (LGD3, 35%);

Ratings affirmed:

  Corporate Family Rating at Ba3;

  Probability of Default Rating at B1-PD;

  Speculative grade liquidity rating at SGL-2;

Ratings affirmed, but to be withdrawn at close:

  $290 million revolving credit facility maturing in October 2016
  at Ba1 (LGD2, 13% from LGD2 -- 17%)

  $275 million term loan maturing in October 2017 at B1 (LGD4,
  57% from LGD4 -- 67%)

Ratings Rationale

The Ba3 Corporate Family Rating reflects the company's strong
industry and product diversification, moderate financial leverage
and good interest coverage. The rating is constrained by the
company's policy of distributing the majority of its operating
cash flow to shareholders, its modest size with revenue under $1
billion and the potential for more debt funded acquisitions.

The stable outlook reflects Moody's expectation that Compass will
maintain leverage between 2.5 and 3.5 times and interest coverage
between 3.5 and 4.5 times. Moody's expects Compass to continue
distributing most of its cash flow to shareholders. The company's
commitment to debt reduction following acquisitions is
incorporated in the outlook.

A downgrade could arise if the company revises its business
strategy and targets acquisitions that do not have stable cash
flow or if Compass significantly increased debt to fund a
distribution or share repurchase. Key credit metrics driving a
downgrade would be adjusted leverage sustained above 4 times
(currently 2.4 times and 3.5 times if Compass were to reduce its
ownership in Fox below 50% and Fox's operations were treated as an
equity investment rather than consolidated), and interest coverage
approaching 2 times (presently over 4 times).

There is minimal near term upward rating momentum due to Moody's
expectation of further debt-funded acquisitions, Compass' modest
size and an aggressive policy towards shareholder distributions.
An upgrade would require steady growth in revenues and moderation
of shareholder payouts. Key credit metrics necessary for an
upgrade would be debt/EBITDA remaining below 2.5 times and
consistent generation of cash flow with sustained free cash
flow/debt of at least 10% (currently negative).

Other Factors used in this rating are described in Analytical
Considerations in Assessing Conglomerates, published in September
2007.

Compass holds majority ownership interests in eight distinct
unrelated operating subsidiaries: Advanced Circuits, American
Furniture Manufacturing, Anodyne Medical Devices, Arnold
Magnetics, Fox Racing Shox, Liberty Safe, ERGObaby and Camelbak.
Its strategy is to acquire and manage businesses that operate in
industries with long term macroeconomic growth opportunities and
have positive and stable cash flows. The company reported revenue
of approximately $990 million for the twelve months ended
March 31, 2014.


CROSSECTION INC: Files for Chapter 7 Bankruptcy in Va.
------------------------------------------------------
Crossection Inc., at 45189 Business Court, Suite 300, Sterling,
Va. 20166, filed for bankruptcy liquidation under Chapter 7 of the
Bankruptcy Code (Bankr. E.D. Va. Case No. 14-11674) on May 1.
James W. Reynolds, Esq., serves as bankruptcy counsel.  The Debtor
listed under $500,000 in assets and liabilities of up to $10
million.


CROWN HOLDINGS: S&P Lowers CCR to 'BB' & Removes from Watch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Crown Holdings Inc. to 'BB' from 'BB+', and removed it
from CreditWatch, where S&P placed it with negative implications
on Oct. 31, 2013, following Crown's announcement that it agreed to
acquire Mivisa Envases SAU for $1.62 billion.  In addition, S&P
lowered its ratings on the company's unsecured senior notes to
'BB-' from 'BB' and lowered the ratings on the debentures to 'B+'
from 'BB-'.

The acquisition has been financed with the senior secured credit
facilities.  S&P is affirming its 'BBB-' ratings on these
facilities, which it rated based on the current capital structure
in anticipation of the 'BB' corporate credit rating.  The recovery
rating on this debt is '1'.

"The downgrade reflects the significant increase in debt incurred
in connection with the Mivisa acquisition, and our revision of the
company's financial risk profile to 'aggressive' from
'significant' under our criteria," said Standard & Poor's credit
analyst Liley Mehta.

S&P's 'BB' rating on Crown Holdings Inc. is based on its
assessments of a "satisfactory" business risk and "aggressive"
financial risk profile for the company.  All modifiers are neutral
for the rating.

The stable outlook reflects S&P's expectation that Crown will
continue to benefit from relatively stable food and beverage end
markets, a consolidated industry structure with production and
pricing discipline, and good cost pass-through.  S&P also expects
continued growth in emerging markets and successful integration of
the Mivisa acquisition.  As a result of these factors, S&P
believes Crown will continue to consistently generate substantial
discretionary cash, and will prioritize the cash flows to reduce
debt such that the key credit ratios remain in the appropriate
range for the rating, including FFO to debt of around 15%.

S&P could lower the rating if FFO to debt declines to below 12%,
either because of aggressive shareholder rewards or another
sizable debt-financed acquisition.  S&P could also lower the
rating if the market deteriorates because of an exacerbated
decline in noncarbonated beverage consumption, if customers
substitute other packaging substrates for metal containers, or if
Crown loses key customers or contracts.  S&P believes FFO to debt
of less than 12% could result from a decline in EBITDA margin of
300 basis points or more if revenues remain relatively flat.

S&P is unlikely to raise the rating during the next year because
it believes that Crown's financial policies favor acquisition-
driven growth and shareholder rewards.

S&P could raise the rating if the company uses free cash to reduce
debt such that debt leverage improves to the low end of the
"significant" range with FFO to debt of 20% to 25% on a
sustainable basis.  This could result from an increase in EBITDA
margin of 300 basis points or more and a 5% or more revenue
increase from the level pro forma for the Mivisa acquisition.


CUI GLOBAL: To Re-State FY 2013 Financials
------------------------------------------
CUI Global, Inc.'s management, in consultation with its Audit
Committee, concluded that the Company's previously issued
unaudited interim condensed consolidated financial statements
contained in its quarterly reports on Form 10-Q for the three and
six month periods ended June 30, 2013, which was filed with the
SEC on Aug. 14, 2013, and the three and nine month periods ended
Sept. 30, 2013, which was filed with the SEC on Nov. 13, 2013, and
its audited annual consolidated financial statements for year
ended Dec. 31, 2013, contained in Form 10-K filed with the SEC on
March 31, 2014, should no longer be relied upon, and should be
restated due to the following error:

     * With regards to the purchase price allocation for the
       April 1, 2013, acquisition of the Company's wholly owned
       subsidiary, Orbital Gas Systems, Ltd. (Orbital), the
       Company has determined that a deferred tax liability and
       the related increase in goodwill were not recognized at
       acquisition due to a misapplication of accounting for
       business combinations and income taxes.

The error has no impact on cash or cash-flow; however, the
correction of the error is expected to increase the deferred tax
liability and goodwill by $3,671,614 at the date of Orbital's
acquisition and reduces our net loss by $142,455, $522,971 and
$150,136 for the quarters ended June 30, 2013, Sept. 30, 2013, and
Dec. 31, 2013, respectively, and $815,562 for the full year ended
Dec. 31, 2013.

The Company plans to amend its previously filed Quarterly Reports
on Form 10-Q for the quarters ended June 30, 2013, and Sept. 30,
2013, and Annual Report on Form 10-K for year ended Dec. 31, 2013,
as soon as practicable.

As explained by CUI Global Inc.'s president & CEO, William Clough,
"While it is disappointing to have to file this restatement, we
are pleased that this error will have no impact on cash or cash
flow and a positive impact on our net loss -- Decreasing the net
loss for FY2013 by $815,562 or approximately $0.04 per share."

                       Delays Q1 Form 10-Q

CUI Global filed with the SEC a Notification of Late Filing on
Form 12b-25 with respect to its quarterly report on Form 10-Q for
the quarter ended March 31, 2014.

"Our outside auditors have not completed their work in connection
with compiling the financial information that is a part of the
Form 10-Q due to restatements required in earlier filings.  It is
expected that the work will be completed within the extended
filing period," the Company stated in the regulatory filing.

                          About CUI Global

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

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

As of Dec. 31, 2013, the Company had $95.23 million in total
assets, $24.73 million in total liabilities and $70.49 million in
total stockholders' equity.  As of Dec. 31, 2013, CUI Global held
Cash and cash equivalents of $16,575,508 and investments of
$10,868,961.


DETROIT, MI: Kevyn Orr Describes City's "Rebirth" in Chapter 9
--------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that
Detroit's emergency manager and former bankruptcy attorney Kevyn
Orr was introduced at the country's largest gathering of
restructuring professionals -- many of whom represent some of the
biggest corporations in the U.S. -- as someone who answered the
call to serve the public.

According to the report, in a speech, Mr. Orr said that "every
city has an opportunity for rebirth" -- a realization that he said
struck him as he leads the troubled city of 685,000 residents
through the largest municipal bankruptcy in U.S. history.

"The opportunity to restructure is unique in America," Mr. Orr
told the audience at an American Bankruptcy Institute conference
in Washington, D.C., the report related.  "Many people in the
community don't quite understand what we do . . . Many people look
at bankruptcy as a [bad thing] as opposed to a business tool that
has achieved normalcy."

                  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 listed
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.


DETROIT, MI: Plan Solicitation Process Begins
---------------------------------------------
The City of Detroit was slated to begin Monday the process of
soliciting votes for its reorganization plan.  Chad Livengood,
writing for Detroit News, reported that Detroit's plan documents
were to be mailed to more than 32,000 vested pensioners on May 12.
The report said the trustees of the city's two pension funds
remain at odds with Detroit and state officials over future
control of the multibillion-dollar funds.  Specifically, the
Police and Fire Retirement System's board remain opposed to
proposals from Emergency Manager Kevyn Orr and state lawmakers to
effectively strip them of most investment and management decisions
over $6 billion in assets.

Detroit also reported that legislation introduced last week that
is tied to a $195 million state contribution to shore up the
pension funds would empower new investment committees to hire and
fire financial and investment advisers, a power traditionally
retained by pension boards themselves. The committees would be
dominated by independent members with financial and investment
expertise who are not city employees or retirees.  Another bill in
the package would require the city to end pensions for future
employees after new five-year contracts expire and offer 401(k)-
style retirement benefits -- a stipulation that has not been
proposed by the city.

The report noted that starting May 13, a special House committee
plans to hold three straight days of hearings over the 11-bill
package and state participation in the settlement, which is
assumed in the plan pensioners have until July 11 to vote on.  Mr.
Orr was scheduled to testify Tuesday.

The report also noted that Mr. Orr's spokesman Bill Nowling said
the legislation and Detroit's reorganization plan remain subject
to negotiation and will likely change "as (the bills) move through
the process."

The report recounted that under the plan, nearly 12,000 retired
and active duty police officers and firefighters will see no base
cut in their pensions, but a reduction of a 2.25% annual cost-of-
living allowance increase to about 1%.  If they reject the plan as
Class 10, the city plans to eliminate the COLA altogether.  Class
10 represents 11,977 police and fire pensioners. Class 11
comprises 20,280 retired and current city workers in the General
Retirement System.

In earlier plans, Mr. Orr had proposed a minimum 6% cut for police
and firefighter pensions and 14% if they voted no on the plan.

The report also noted that Bankruptcy Judge Rhodes will hold a
10 a.m. hearing May 15 on motions from bond insurer Financial
Guaranty Insurance Co. and European banks to intervene in a
lawsuit the city filed seeking to repudiate $1.4 billion in
troubled pension-related debt. The judge also will hold a hearing
on FGIC?s motion to allow interested bidders to examine art at the
Detroit Institute of Arts.

Mr. Orr meanwhile is scheduled to speak about Detroit's
restructuring at a California Bankruptcy Forum conference on
insolvency in Santa Barbara, Calif., the report added.

                  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 listed
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.

Judge Rhodes on May 6 approved the disclosure statement explaining
the City's fourth amended plan.  Judge Rhodes will commence the
hearing on plan confirmation on July 24.  Additional confirmation
hearing dates, as necessary, will be July 25, July 28-31, August
4-8, and August 11-15.  A final pretrial conference on plan
confirmation is set for July 23.


DEX MEDIA: S&P Lowers CCR to 'CCC+' on Tight Covenants
------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dex Media Inc. to 'CCC+' from 'B-'.  The outlook is
negative.

At the same time, S&P lowered the issue-level rating on R.H.
Donnelley Inc.'s senior secured term loan to 'CCC' from 'CCC+',
and lowered the issue-level rating on Dex Media Inc.'s 12%
subordinated notes due 2017 to 'CCC-' from 'CCC'.

In addition, S&P revised its recovery rating on Dex Media East
Inc., Dex Media West Inc., and SuperMedia Inc.'s senior secured
term loans due 2016 to '4' from '5', indicating S&P's expectation
for average (30% to 50%) recovery for lenders in the event of a
payment default.

S&P's "vulnerable" business risk profile assessment of Dex Media
reflects the sector's steady structural decline in print
advertising revenues (at a high-teens to low-20% rate per year),
and S&P's view that the company will struggle to maintain market
share in the intensely competitive online local search and digital
advertising marketplace, which is increasingly influenced by large
industry participants that have significant technological
expertise and financial resources.  S&P's "highly leveraged"
financial risk profile reflects the low probability that the
company will return to stable EBITDA and cash flow generation over
the intermediate term, and that its financial commitments will
become unsustainable in the intermediate term.  S&P assess Dex
Media's management and governance as "fair."  S&P's ratings
reflect the application of our 'CCC' criteria.

Dex Media holds the leading U.S. market position in the yellow
pages print directories category, but revenue from its digital
business are about half of its closest U.S. peer.  The
consolidated entity in 2013, pro forma for the SuperMedia Inc.
merger, generated about 76% of its revenue from its high-margin
U.S. yellow pages print business.  In first quarter of 2014, the
multiyear decline in print revenue continued, with revenues
falling 19.7% below the prior-year quarter.  Digital revenues grew
but disappointed S&P's expectations. For the last-12-months ended
March 31, 2014, free operating cash flow was much lower than S&P's
expectation, senior secured debt reduction of about 16.5% and
EBITDA margins were in line with S&P's expectations, and pro forma
debt leverage in the mid- to high-3x range was higher than S&P's
expectations.  S&P expects ongoing compression of credit metrics.


DIGITAL DOMAIN: Wins Access to Cash Until May 30
------------------------------------------------
U.S. Bankruptcy Judge Brendan L. Shannon has entered an order
allowing DDMG Estate, et al., formerly known as Digital Domain, et
al., to incur indebtedness and use cash collateral through May 30,
2014.  The order, in the form of a 13th amendment to the final
order authorizing the Debtors to use cash and access financing,
also provides that the DIP Lenders will forbear from exercising
their remedies through and until May 30.

                        About Digital Domain

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

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

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

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

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


DREIER LLP: Court Confirms Trustee et al.'s Liquidation Plan
------------------------------------------------------------
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.

As reported in the Troubled Company Reporter on Feb. 18, 2014,
the Plan will be funded by cash on hand the estate will have on
the effective date, which the Trustee estimates to total
approximately $35,519,322.  General Unsecured Claims, totaling
$375,361,793, are impaired and holders are expected to recover
only 4.9%-12.6% of their claim amount.  Bill Rochelle, the
bankruptcy columnist for Bloomberg News, reported that the Trustee
indicated that she might collect $30 million more from lawsuits,
raising the distribution for unsecured creditors to 12.6%.

The plan administrator will make distributions first to holders of
allowed administrative expense claims, second to holders of
allowed priority tax claims, third to a reserve for allowed
professional fee claims and trustee commission, and fourth an
initial distribution to holders of allowed unsecured claims.

A redlined version of the Second Amended Disclosure Statement,
dated Feb. 13, is available for free at http://is.gd/tz3P2l

The Chapter 11 Trustee is represented by Howard D. Ressler, Esq.,
and Stephen T. Loden, Esq., at DIAMOND McCARTHY LLP, in New York.

The Creditors' Committee is represented by Tracy L. Klestadt,
Esq., Sean C. Southard, Esq., and Joseph C. Corneau, Esq., at
KLESTADT & WINTERS, LLP, in New York; and Steven J. Reisman, Esq.,
and Jerrold L. Bregman, Esq., at Curtis, Mallet-Prevost, Colt &
Mosle LLP, in New York.

               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.


DRIVEIT CONSUMER: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: DRIVEiT Consumer Credit, LLC
        2475 North Tustin Street
        Orange, CA 92865

Case No.: 14-13005

Chapter 11 Petition Date: May 13, 2014

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Judge: Hon. Scott C Clarkson

Debtor's Counsel: Carol Chow, Esq.
                  FREEMAN, FREEMAN & SMILEY, LLP
                  1888 Century Park East, Suite 1900
                  Los Angeles, CA 90067
                  Tel: 310-255-6108
                  Fax: 310-255-6208
                  Email: carol.chow@ffslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Preston Smart, managing member.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb14-13005.pdf


DYNASIL CORP: Posts $253,000 Net Loss in March 31 Quarter
---------------------------------------------------------
Dynasil Corporation of America filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
nt income of $253,295 on $10.40 million of net revenue for the
three months ended March 31, 2014, as compared with a net loss of
$7.24 million on $10.48 million of net revenue for the same period
in 2013.

For the six months ended March 31, 2014, the Company reported net
income of $1.69 million on $21.11 million of net revenue as
compared with a net loss of $7.62 million on $21.03 million of net
revenue for the same period last year.

The Company's balance sheet at March 31, 2014, showed $24.83
million in total assets, $12.16 million in total liabilities and
$12.66 million in total stockholders' equity.

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

                        http://is.gd/GzqKri

                           About Dynasil

Watertown, Mass.-based Dynasil Corporation of America (NASDAQ:
DYSL) -- http://www.dynasil.com/-- develops and manufactures
detection and analysis technology, precision instruments and
optical components for the homeland security, medical and
industrial markets.

The Company incurred a net loss of $8.72 million for the year
ended Sept. 30, 2013, as compared with a net loss of $4.30 million
for the year ended Sept. 30, 2012.

                Going Concern/Bankruptcy Warning

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2013.  The independent auditors noted that
the Company is in default with the financial covenants set forth
in the terms of its outstanding loan agreements (and may enter
into a forbearance arrangement with its lenders) and has sustained
substantial losses from operations for the years ended Sept. 30,
2013 and 2012.  These factors, among others, raise substantial
doubt about the Company's ability to continue as a going concern.

"If our lenders were to accelerate our debt payments, our assets
may not be sufficient to fully repay the debt and we may not be
able to obtain capital from other sources at favorable terms or at
all.  If additional funding is required, this funding may not be
available on favorable terms, if at all, or without potentially
very substantial dilution to our stockholders.  If we do not raise
the necessary funds, we may need to curtail or cease our
operations, sell certain assets and/or file for bankruptcy, which
would have a material adverse effect on our financial condition
and results of operations," the Company said in its annual report
for the year ended Sept. 30, 2013.


ECOSPHERE TECHNOLOGIES: Incurs $3.4 Million Net Loss in Q1
----------------------------------------------------------
Ecosphere Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $3.37 million on $134,249 of total revenues for the
three months ended March 31, 2014, as compared with a net loss of
$2.50 million on $861,619 of total revenues for the same period in
2013.

The Company's balance sheet at March 31, 2014, showed $18.82
million in total assets, $2.93 million in total liabilities, $3.74
million in total redeemable convertible cumulative preferred stock
and $12.15 million in total stockholders' equity.

"As of May 6, 2014, Ecosphere had cash on hand of approximately
$0.4 million.  With the sale of our interests in FNES and the
resulting reduction of our ownership interest to 30.6%, Ecosphere
presently does not have any regularly recurring revenue.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern," the Company stated in the Form 10-Q.

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

                         http://is.gd/EwkiSz

                     About Ecosphere Technologies

Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering,
technology licensing and environmental services company that
designs, develops and manufactures wastewater treatment solutions
for industrial markets.  Ecosphere, through its majority-owned
subsidiary Ecosphere Energy Services, LLC, provides energy
exploration companies with an onsite, chemical free method to kill
bacteria and reduce scaling during fracturing and flowback
operations.

Ecosphere Technologies reported net income of $19.16 million in
2013 following net income of $1.05 million in 2012.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has a loss from operations and cash used in
operations along with an accumulated deficit.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.


ELEPHANT TALK: Incurs $4.1 Million Net Loss in First Quarter
------------------------------------------------------------
Elephant Talk Communications Corp. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $4.12 million on $6.47 million of
revenues for the three months ended March 31, 2014, as compared
with a net loss of $5.13 million on $6.59 million of revenues for
the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $45.50
million in total assets, $21.22 million in total liabilities and
$24.27 million in total stockholders' equity.

"If the Company is unable to achieve its anticipated revenues or
financing arrangement with its major vendors, the Company will
need to attract further debt or equity financing.  Although the
Company has been successful in the past in meeting its cash needs,
there can be no assurance that proceeds from additional revenues,
vendor financings or debt and equity financings, where required,
will be received in the required time frames.  If the Company is
unable to achieve its anticipated revenues or obtain financing it
may need to delay and restructure its operations.  As of March 31,
2014, these conditions raise substantial doubt about the Company's
ability to continue as a going concern," the Company said in the
Quarterly Report.

Mr. Steven van der Velden, Chairman and CEO of Elephant Talk,
stated, "We are pleased with the continued increase in our
monthly, largely recurring, revenue for the mobile and security
business which delivered Adjusted EBITDA in the first quarter of
2014 to $292,000, compared to $143,000 in the fourth quarter of
2013.  Throughout 2014, we expect that the migration of more than
8 million SIMs from Iusacell, additional SIMs from Zain and
Vodafone, along with additional implementations of ValidSoft's
technology with customers including FICO and Syniverse, will drive
sequential quarterly increases in both revenue and Adjusted
EBITDA.  Our teams are working diligently with Iusacell to ensure
that the migration of SIMs to our platform and related data from
the legacy systems from a global information technology products
and services company remain on track and are expected to be
completed without any customer interruption.  As we ramp-up these
scheduled migrations, we expect our growth rates will increase
later this year."

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

                         http://is.gd/aqPcHK

                         About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk reported a net loss of $22.13 million in 2013, a net
loss of $23.13 million in 2012 and a net loss of $25.31 million in
2011.


ENERGY FUTURE: Sec. 341(a) Meeting of Creditors Set for June 4
--------------------------------------------------------------
A meeting of creditors of Energy Future Holdings Corp. and its
affiliated debtors is set to be held on June 4, at 1:00 p.m.
(Eastern Daylight Time) at the Double Tree Hotel, Salon C, 700
North King Street, in Wilmington, Delaware.

Energy Future's representative is required to appear at the
meeting of creditors to be examined under oath.  Attendance by
creditors is welcomed but not required.  At the meeting, the
creditors may examine the company and transact such other business
as may properly come before the meeting.

The meeting, which is required under Section 341(a) of the
Bankruptcy Code, offers creditors a one-time opportunity to
examine a company's representative under oath about its financial
affairs and operations that would be of interest to the general
body of creditors.

            About Energy Future Holdings, fka TXU Corp.

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.


ENERGY FUTURE: Morrison & Foerster to Represent TCEH Committee
--------------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Morrison & Foerster has been selected to represent the official
committee of unsecured creditors in the Energy Future Holdings
Corp. Chapter 11 case.  The firm's Brett Miller led the team.  He
is the Managing Partner of the firm's New York office, a partner
in the Business Restructuring & Insolvency Group, and the co-chair
of the Distressed Real Estate Group.

As reported by the Troubled Company Reporter, Roberta A.
DeAngelis, the United States Trustee for Region 3, on Tuesday
named a seven-member official committee of unsecured creditors in
the Chapter 11 cases of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company.  The Committee
represents the interests of the unsecured creditors of ONLY the
TCEH Debtors and EFH Corporate Services, and of no other debtors.

The WSJ report noted that speculation was rife that there would be
not one committee of unsecured creditors, but two because
unsecured creditors of one side of Energy Future's split business
are happy with the company's restructuring proposal, while the
unsecured creditors of the other side have scorned it.  The report
noted that unsecured creditors of the Energy Future Intermediate
Holding division, the happy side of the company, would want the
case to move fast, to lock in the signed deal that gives them 35%
of the reorganized company.  Unsecured creditors of the Texas
Competitive Electric side, the scorn side, need time to
investigate, negotiate and attack, if necessary, to improve their
recovery.

WSJ also reported that Energy Future spokesman Allan Koenig said
in a statement the company is "committed to working as efficiently
as possible to restructure our balance sheet" and is looking
forward to working with the official committee.

As reported by the TCR, the Committee members are:

     1. Pension Benefit Guaranty Corporation
        Attn: Craig Yamaoka
        Senior Financial Analyst
        1200 K Street NW
        Washington, DC 20005
        Tel: 202-234-4070
        Fax: 202-842-2643

     2. HCL America Inc.
        Attn: Raghu Raman Lakshmanan
        330 Potrero Avenue
        Sunnyvale, CA 94085
        Tel: 408-523-8331
        Fax: 408-733-0482

        * HCL America Inc., a supplier, is owed $8 million

     3. The Bank of New York Mellon
        Attn: Dennis J. Roemlein
        601 Travis, 16th Floor
        Houston, TX 77002
        Tel: 713-483-6531
        Fax: 713-483-6979

        * Bank of New York Mellon is the trustee for multiple
          issues of pollution control bonds and subordinated
          debt, in the aggregate amount of roughly $891 million.

     4. Law Debenture Trust Company of New York
        Attn: Frank Godino, VP
        400 Madison Avenue, NY 10017
        Tel: 646-747-1251
        Fax: 212-750-1361

        * Law Debenture Trust Co. of New York is the trustee
          for $5.5 billion of unsecured bonds

     5. Holt Texas LTD, dba Holt Cat
        Attn: Michael Puryear, Esq.
        General Counsel
        3302 South W.W. White Road
        San Antonio, TX 78222
        Tel: 210-648-8921
        Fax: 210-648-3559

        * Holt Cat, a trade vendor, is owed $11.4 million

     6. ADA Carbon Solutions (Red River)
        Attn: Peter Hansen, Esq.
        General Counsel
        1460 W. Canal Court, Suit 100
        Littleton, CO 80120
        Tel: 303-962-1988
        Fax: 303-962-1970

        * ADA Carbon Solutions, a supplier, is owed $10.5 million

     7. Wilmington Savings Fund Society
        Attn: Patrick J. Healy
        500 Delaware Avenue
        Wilmington, DE 19801
        Tel: 302-888-7420

        * Wilmington Savings is the trustee for $1.6 billion in
          second-lien notes

Mr. Miller may be reached at:

     Brett Miller, Esq.
     MORRISON & FOERSTER LLP
     250 West 55th Street
     New York, NY 10019-9601
     Tel: (212) 468-8051
     E-mail: brettmiller@mofo.com
     http://is.gd/ED5Ohl

Meanwhile, there's a meeting of creditors in accordance with
section 341 of the Bankruptcy Code for Wednesday June 4, 2014 at
1:00 p.m. (Eastern Daylight Time) at the Double Tree Hotel, Salon
C, 700 North King Street, Wilmington, Delaware 19801.

           About Energy Future Holdings, fka TXU Corp.

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 advisors for the Chapter 11 proceedings are Richard M.
Cieri, Esq., Edward O. Sassower, P.C., Stephen E. Hessler, Esq.,
Brian E. Schartz, Esq., James H.M. Sprayregen, P.C., Chad J.
Husnick, Esq., and Steven N. Serajeddini, Esq., at Kirkland &
Ellis, LLP; and Mark D. Collins, Esq., and Daniel J. DeFranceschi,
Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger,
P.A.  The Debtors also tapped as financial advisor, Evercore
Partners, and as restructuring advisor, Alvarez & Marsal.  Epiq
Systems is the claims agent.

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.

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.


ENERGY SERVICES: Incurs $90,000 Net Loss in March 31 Quarter
------------------------------------------------------------
Energy Services of America Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss available to common shareholders of
$90,669 on $14.04 million of revenue for the three months ended
March 31, 2014, as compared with a net loss available to common
shareholders of $1.19 million on $20.55 million of revenue for the
same period in 2013.

For the six months ended March 31, 2014, the Company reported net
income available to common shareholders of $222,752 on $39.09
million of revenue as compared with a net loss available to common
shareholders of $1.95 million on $47.73 million of revenue for the
same period last year.

As of March 31, 2014, the Company had $37.90 million in total
assets, $22.49 million in total liabilities and $15.41 million in
total stockholders' equity.

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

                       http://is.gd/iQepsD

                       About Energy Services

Huntington, West Virginia-based Energy Services of America
Corporation provides contracting services to America's energy
providers, primarily the gas and electricity providers.

Energy Services posted net income of $3.57 million on $108.82
million of revenue for the year ended Sept. 30, 2013, as compared
with a net loss of $48.52 million on $109.01 million of revenue
during the prior year.

Arnett Foster Toothman PLLC, in Charleston, West Virginia, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2013.  The indepdendent
auditors noted that the Company has suffered recurring losses from
operations.  This raises substantial doubt about the Company's
ability to continue as a going concern.


ENERGY XXI GULF: Moody's Assigns B3 Rating on $300MM Senior Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Energy XXI Gulf
Coast, Inc.'s (EXXI) proposed $300 million senior notes due 2024.
EXXI's other ratings and stable outlook were unchanged.

Net proceeds from this offering will be used to repay all
indebtedness outstanding under its secured revolving credit
facility, and the remainder to fund a portion of the cash
consideration for EXXI's pending $2.3 billion acquisition of EPL
Oil & Gas, Inc. (EPL). If the EPL acquisition is not consummated,
EXXI likely will use all of the remaining net proceeds for capital
spending.

"While this offering will provide some permanent financing for the
pending EPL acquisition, Moody's expects EXXI to issue additional
notes over the next 12 months to re-align its capital structure
assuming the acquisition closes," said Amol Joshi, Moody's Vice
President.

Issuer: Energy XXI Gulf Coast, Inc.

Assignments:

$300 million senior notes, assigned B3 (LGD5-71%)

Ratings Rationale

The new senior notes due 2024 are rated B3, the same as the
company's existing notes given they will rank equally in right of
payment and have the same subsidiary and parent guarantor
arrangement. EPL initially will not be a guarantor of these notes
or any of EXXI's other existing indebtedness.

These notes are rated one notch below EXXI's B2 CFR under Moody's
Loss Given Default Methodology because of the priority claim of
its relatively large secured revolving credit facility, which is
expected to have a borrowing base of $1,600 million upon
consummation of the EPL acquisition and issuance of $300 million
of these notes.

EXXI's rating outlook is stable although liquidity or financing
difficulties could prompt a negative outlook. Given the leveraging
impact of the acquisition, meaningful debt reduction is needed to
strengthen EXXI's credit profile. An upgrade could be considered
if EXXI can reduce debt to average production below $45,000 per
boe and maintain production near 70,000 boe per day. A negative
rating action or downgrade is unlikely in 2014 given EXXI's
projected adequate liquidity and enhanced operational and capex
flexibility. However, if leverage continues to trend higher from
debt to average production level pro forma for the EPL
acquisition, of roughly $57,000 per boe as of quarter ended 31
March 2014, a downgrade is possible.

Energy XXI Gulf Coast, Inc. (EXXI) is an indirect wholly-owned
subsidiary of publicly listed Energy XXI (Bermuda) Limited and is
engaged in the exploration and production of oil, natural gas
liquids and natural gas in the shallow and deepwater of the US
Gulf of Mexico. EPL Oil & Gas, Inc. is a Houston, Texas based
independent E&P company with operations on state and federal
waters offshore Louisiana in the U.S. Gulf of Mexico.


ENTRAVISION COMMUNICATIONS: Moody's Ups Corp. Family Rating to B1
-----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Entravision Communications Corporation ("Entravision") to B1 from
B2 and Probability of Default Rating to B2-PD from B3-PD
reflecting good operating performance and improved credit metrics.
In addition, Moody's upgraded the senior secured revolver and the
senior secured term loan each to B1 from B2. The outlook was
changed to stable from positive and the SGL-2 Speculative Grade
Liquidity (SGL) Rating was affirmed.

Upgraded:

Issuer: Entravision Communications Corporation

Corporate Family Rating: Upgraded to B1 from B2

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

$30 million 1st lien sr secured revolver due 2018: Upgraded to
B1, LGD3 -- 31% from B2, LGD3 -- 31%

1st lien sr secured term loan due 2020 ($363 million
outstanding): Upgraded to B1, LGD3 -- 31% from B2, LGD3 -- 31%

Affirmed:

Issuer: Entravision Communications Corporation

Speculative Grade Liquidity (SGL) Rating: Affirmed SGL - 2

Outlook Actions:

Issuer: Entravision Communications Corporation

Outlook, Changed to Stable from Positive

Ratings Rationale

Entravision's B1 corporate family rating reflects high leverage
with 2-year average debt-to-EBITDA of 5.1x (including Moody's
standard adjustments) as of March 31, 2014 which is meaningfully
improved from 6.7x at the end of 2011. Good growth in core
advertising revenue and higher retransmission fees drove a 23%
increase in 2-year average EBITDA since 2011, and we expect
continued revenue growth to support further improvement in credit
metrics consistent with the company's leverage target. We note the
company currently benefits from an average cost of debt of 3.5%,
but cash flow benefits are offset by recently initiated quarterly
dividends. Ratings are supported by the company's leading position
as a provider of Spanish language television in the faster growing
Spanish language segment, although competition is increasing from
established broadcasters and networks looking to expand in this
segment. Entravision also benefits from lower operating expenses
given the majority of television and radio stations are in the
same markets and given its flexible cost structure compared to
most TV broadcasters since it shares advertising time with
Univision in lieu of fixed programming payments. The Univision
agreement results in lower reported revenue, but dampens the
impact of economic cyclicality on cash flow. Nevertheless, core
revenue and cash flow are vulnerable to cyclical advertising
spending. Management has a reported leverage target of less than
4.0x (as defined) which Moody's believes is important to support
operating and financial flexibility as well as to provide some
cushion for the next cyclical downturn. We expect funded debt to
be paid down with excess cash flow absent acquisitions. Looking
forward, ratings incorporate high single-digit percentage growth
in overall revenue through the end of 2014 supported by
expectations for good political and World Cup advertising demand
particularly when the matches start in June of this year.
Liquidity is good with $47 million of balance sheet cash as of
March 31, 2014 and mid single digit percentage free cash flow-to
debt. The B1 corporate family rating incorporates quarterly
dividends and the potential for additional special distributions
to be funded with excess cash. Entravision initiated quarterly
dividends at the end of 2013, and we expect quarterly payouts to
increase with earnings growth. Ratings also incorporate the
potential for tuck-in acquisitions that would not sustain leverage
above current levels.

The stable outlook reflects Moody's expectation that Entravision
will continue to grow core revenue over the next 12-18 months with
additional support from political and World Cup advertising
demand. Moody's expect leverage and coverage ratios to improve as
a portion of free cash flow is applied to reduce term loan
balances. The outlook also reflects our expectations that the
company will be able to renew its retransmission sharing agreement
with Univision on acceptable terms. The existing six year contract
expires in December 2014. The outlook does not incorporate
significant debt financed acquisitions or special dividends that
would result in a meaningful increase in leverage above current
levels. Ratings could be downgraded if an unexpected advertising
downturn, debt financed acquisitions or special dividends result
in 2-year average debt-to-EBITDA ratios being sustained above
5.25x (including Moody's standard adjustments) or free cash flow-
to-debt ratios being sustained below 5%. In addition, a material
change in the programming/advertising sharing arrangements with
Univision or the negative impact of heightened competition in one
or more key markets could also lead to a downgrade. Weakened
liquidity, including limited revolver availability, would pressure
ratings. Entravision's lack of national scale constrains ratings;
however, we could consider an upgrade of ratings if 2-year average
debt-to-EBITDA is sustained below 4.25x (including Moody's
standard adjustments) and free cash flow-to-debt ratios are
expected to remain above 9%. Management would also need to provide
assurances that the company would maintain operating and financial
policies that would be consistent with the higher rating.

Entravision Communications Corporation, headquartered in Santa
Monica, CA, is a diversified Spanish-language media company with
television, radio and digital operations. Entravision owns or
operates 58 primary television stations in 20 U.S. markets and is
the largest affiliate group of both the Univision television
network and Univision's UniMas network. The company also owns and
operates a group of primarily Spanish language radio stations,
consisting of 49 (38 FM and 11 AM) stations, as well as cross-
platform digital content and sales offerings. Univision owns 10%
of Entravision's common stock on a fully-diluted basis with
limited voting rights. Since March 2009, the U.S. Department of
Justice limits Univision's ownership to no more than 10%. Revenue
for the twelve months ended March 31, 2014, totaled $227 million
with television operations accounting for 70% of the total with
the remainder from radio operations.


EXECUTIVE BENEFITS: No High Ct Decision Yet on ?Stern Waiver' Case
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court handed down three opinions on
April 29, although not Executive Benefits v. Arkison, a case over
whether rights under Stern v. Marshall can be waived.

Executive Benefits was argued in January, according to the report.

From the oral arguments, it was evident the justices understood
that how they rule on Executive Benefits could render
unconstitutional parts of the U.S. magistrate system, Mr. Rochelle
said.  Given the gravity of the issue for federal courts
generally, it's possible the Supreme Court may address a more
procedural issue and not reach the merits regarding waiver of the
right for a final ruling from a life-tenured federal district
judge.

The Stern waiver case is Executive Benefits Insurance Agency v.
Arkison, 12-1200, U.S. Supreme Court.


FERRO CORPORATION: Moody's Affirms 'Ba3' Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed Ferro Corporation's (Ferro) Ba3
corporate family rating (CFR) and the outlook was changed to
stable from negative given the realization of benefits from
restructuring activities and the corresponding improvements in
credit metrics. While restructuring programs continue, the
majority of Ferro's businesses are performing well and management
is contemplating growth opportunities through both organic
development and small-to-mid-sized bolt on acquisitions. However,
there is currently no room in the rating for a sizable levered
acquisition, as cash flow generation is expected to remain weak
for the rating level and capital spending is expected to increase,
which will result in negative free cash flow in 2014.

The company's Speculative Grade Liquidity Rating was affirmed at
SGL-3 due to the expectation for negative free cash flow in 2014.
Moody's also changed the Loss Given Default (LGD) point estimate
for Ferro's 7.875% Senior Unsecured Notes due August 15, 2018 to
69% from 67%.

"While the 2014 capex program will be elevated, resulting in
negative free cash flow, we expect Ferro to slowly improve
earnings and margins as they execute the remainder of their
restructuring," said Lori Harris, Moody's Analyst.

Ratings Rationale

Ferro's Ba3 CFR reflects the company's improved leverage resulting
from increased margins and improving, but still somewhat weak,
cash flows. Factors supporting the Ba3 rating include the improved
terms in Ferro's revolver, modest debt reduction, reduced usage of
precious metals lease lines, and the favorable results of the
restructuring efforts thus far coupled with Moody's expectation
for continued success in cost cutting and efficiency initiatives.
The restructuring has reduced Ferro's business size and diversity,
but the remaining core businesses provide higher margins and
earnings stability. Given its smaller size, Moody's would expect
Ferro to achieve strong credit metrics for the rating category
(3.5x Debt/EBITDA and 15% Retained Cash Flow/Debt -- RCF/Debt).

The outlook is stable as a result of the progress under the
restructuring programs and cost cutting measures that have
resulted in Debt/EBITDA of 3.5x, EBITDA margins of 10%, and
Retained Cash Flow/Debt of 10%.

While there is limited upside to the rating at this time because
of continuing restructuring activities, if revenues expand,
Debt/EBITDA is below 3.0x sustainably, EBITDA margins reach the
mid-teens, and if 20% RCF/Debt is sustainably realized, Moody's
would contemplate a higher rating. Conversely, given the smaller
revenue base, Moody's expect the credit metrics to be strong for
the rating category, such that the rating could come under
pressure if Debt/EBITDA under 3.5x and RCF/Debt over 15% is not
realized by 2015. Additionally, Moody's could contemplate negative
rating actions if the precious metals leases trigger for
collateralization or if a sizable acquisition or other
unanticipated event were to increase leverage to over 4.0x. (All
ratios include Moody's Standard Adjustments.)

Ferro's Speculative Grade Liquidity of SGL-3 reflects the moderate
cash generation levels for the rating category and cash balance of
$41 million as of March 31, 2014. The SGL-3 is supported by
liquidity improvements which include the reduction in precious
metals lease arrangements to $30.1 million and reduction in the
revolver size appropriate to the company needs. Ferro is expected
to have minimal outstandings under its $250 million revolver,
which also benefits from amended terms allowing for greater
flexibility for restructuring efforts.

Ratings Affirmed:

  Corporate Family Rating, Ba3

  Probability of Default Rating, Ba3-PD

  7.875% Senior Notes due 2018 to B1, LGD4, 69% from B1, LGD4,
  67%

  Speculative Grade Liquidity Rating (SGL), SGL-3

The outlook is stable

Ferro Corporation, (Ferro) headquartered in Cleveland, Ohio, is a
global producer of an array of specialty materials and chemicals
including coatings, enamels, pigments, plastic compounds, and
specialty chemicals for use in industries ranging from
construction to automotive to telecommunications. Ferro operates
through two groups; Performance Materials and Performance
Chemicals which contribute 69% and 31% to revenues, respectively.
Revenues were $1.6 billion for the LTM ended March 31, 2014.


FIRST NATIONAL: Posts $3.5 Million Net Income in 1st Quarter
------------------------------------------------------------
First National Community Bancorp, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $3.51 million on $8.12 million of
total interest income for the three months ended March 31, 2014,
as compared with net income of $1.73 million on $8.21 million of
total interest income for the same period last year.

As of March 31, 2014, the Company had $974.13 million in total
assets, $933.60 million in total liabilities and $40.53 million in
total shareholders' equity.

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

                       http://is.gd/psCI9d

               Engagement of New Accountants

On May 8, 2014, First National engaged ParenteBeard LLC as the
Company's independent registered public accounting firm to audit
the Company's financial statements for the fiscal year ending
Dec. 31, 2014.  The decision to engage ParenteBeard LLC was
approved by the Audit Committee of the Company.  ParenteBeard LLC
has informed the Company that it has accepted the engagement.

During the fiscal years ended Dec. 31, 2013, and 2012 and in the
interim period from Jan. 1, 2014, through May 12, 2014, there were
no consultations between the Company, or any person acting on
behalf of the Company, and ParenteBeard LLC regarding: (1) the
application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that
might be rendered on the Company's consolidated financial
statements, and in any case where a written report or oral advice
was provided to the Company by ParenteBeard LLC that ParenteBeard
LLC concluded was an important factor considered by the Company in
reaching a decision as to any accounting, auditing, or financial
reporting issue; or (2) any matter that was either the subject of
a disagreement, as that term is used in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions or a reportable event,
as that term is used in item 304(a)(1)(v) of Regulation S-K.

                       About First National

Headquartered in Dunmore, Pa., First National Community Bancorp,
Inc., is a Pennsylvania corporation, incorporated in 1997 and is
registered as a bank holding company under the Bank Holding
Company Act ("BHCA") of 1956, as amended.  The Company became an
active bank holding company on July 1, 1998, when it acquired
ownership of First National Community Bank (the "Bank").  The Bank
is a wholly-owned subsidiary of the Company.

The Company's primary activity consists of owning and operating
the Bank, which provides customary retail and commercial banking
services to individuals and businesses.  The Bank provides
practically all of the Company's earnings as a result of its
banking services.

First National reported net income of $6.38 million on $32.95
million of total interest income for the year ended Dec. 31, 2013,
as compared with a net loss of $13.71 million on $37.02 million of
total interest income for the year ended Dec. 31, 2012.

                         Regulatory Matters

The Bank is under a Consent Order from the Office of the
Comptroller of the Currency dated Sept. 1, 2010.  The Company is
also subject to a Written Agreement with the Federal Reserve Bank
of Philadelphia dated Nov. 24, 2010.

The Bank, pursuant to a Stipulation and Consent to the Issuance of
a Consent Order dated Sept. 1, 2010, without admitting or denying
any wrongdoing, consented and agreed to the issuance of the Order
by the OCC, the Bank's primary regulator.  The Order requires the
Bank to undertake certain actions within designated timeframes,
and to operate in compliance with the provisions thereof during
its term.  The Order is based on the results of an examination of
the Bank as of March 31, 2009.  Since the examination, management
has engaged in ongoing discussions with the OCC and has taken
steps to improve the condition, policies and procedures of the
Bank.  Compliance with the Order is monitored by a committee of at
least three directors, none of whom is an employee or controlling
shareholder of the Bank or its affiliates or a family member of
any such person.  The Committee is required to submit written
progress reports to the OCC on a monthly basis.  The Committee has
submitted each of the required monthly progress reports with the
OCC.  The members of the Committee are John P. Moses, Joseph
Coccia, Joseph J. Gentile and Thomas J. Melone.


FIRST SECURITY: Reduces Resale Prospectus to 22.5 Million Shares
----------------------------------------------------------------
First Security Group, Inc., filed a post-effective amendment No. 2
to Form S-1 on Form S-3 to convert the Form S-1 into a
registration statement on Form S-3 and to update the Form S-1
pursuant to Section 10(a)(3) of the Securities Act to include the
audited financial statements and the notes thereto included in the
Company's Annual Report on Form 10-K for the fiscal year ended
Dec. 31, 2013.  The Post-Effective Amendment No. 2 was also filed
to reduce the number of shares being registered from 60,735,000 to
22,551,481.  The reduction in the number of shares being
registered is due to the Company no longer being under an
obligation to register certain shares pursuant to the terms of the
Stock Purchase Agreement.

First Security on April 25, 2013, filed a registration statement
with the U.S. Securities and Exchange Commission on Form S-1.  The
Registration Statement was declared effective by the SEC on
June 6, 2013, to register for resale by certain selling
stockholders an aggregate of 60,735,000 shares of the Company's
common stock, par value $0.01 per share, acquired by the selling
stockholders in connection with the Company's April 2013 private
placement.

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

                       http://is.gd/f2bZIC

                    About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A. has 28 full-
service banking offices along the interstate corridors of eastern
and middle Tennessee and northern Georgia.  In Dalton, Georgia,
FSGBank operates under the name of Dalton Whitfield Bank; along
the Interstate 40 corridor in Tennessee, FSGBank operates under
the name of Jackson Bank & Trust.  FSGBank provides retail and
commercial banking services, trust and investment management,
mortgage banking, financial planning, internet banking
http://www.FSGBank.com/

First Security incurred a net loss of $13.44 million in 2013, a
net loss of $37.57 million in 2012 and a net loss of $23.06
million in 2011.  The Company's balance sheet at March 31, 2014,
showed $980.50 million in total assets, $895.85 million in total
liabiities and $84.65 million in total shareholders' equity.


FUSION TELECOMMUNICATIONS: Effecting a Common Stock Split
---------------------------------------------------------
FINRA has completed its review of Fusion's submission and has
approved the effective date of May 13, 2014, for a 1-for-50
reverse stock split of the Company's common stock.

As a result of the reverse stock split, Fusion will trade under
the symbol FSNND until June 11, 2014, at which time the trading
symbol will revert to FSNN.  Fusion's post-split common stock will
trade under the new CUSIP Number 36113B 400.

Matthew Rosen, CEO of Fusion, said, "As we continue to grow, we
believe that the time is right to restructure our capitalization,
and a reverse stock split is an important step in our plans for
the future of the company.  We believe that our shareholders will
view this event as our commitment to taking Fusion to the next
level.  The reverse stock split will help Fusion appeal to a much
broader base of investors, increase liquidity, and help to
position the company for long term value creation."

When the reverse stock split becomes effective, each 50 pre-split
shares of common stock outstanding will automatically combine into
one new share of common stock without any action on the part of
the respective holders.  The reverse stock split will apply to all
issued and outstanding shares of the Company's common stock, as
well as common stock underlying stock options, warrants and
convertible preferred stock outstanding immediately prior to the
effectiveness of the reverse stock split.  No fractional shares
will be issued, and any fractional shares resulting from the
reverse stock split will be rounded up to the nearest whole share.

The reverse stock split was previously approved by the Company's
Board of Directors and by stockholders at the 2013 Annual Meeting
of Stockholders held on March 28, 2014.

Further details of the reverse stock split are contained in the
Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission, a copy of which is available for free at:

                        http://is.gd/kHn4Kw

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

Fusion Telecommunications incurred a net loss applicable to common
stockholders of $5.48 million in 2013, a net loss applicable to
common stockholders of $5.61 million in 2012 and a net loss of
$4.45 million in 2011.  The Company's balance sheet at Dec. 31,
2013, shows $68.95 million in total assets, $62 million in total
liabilities and $6.95 million in total stockholders' equity.


GENCO SHIPPING: Equity Formation Hearing on Friday
--------------------------------------------------
The Wall Street Journal's Stephanie Gleason reported that the
Office of the U.S. Trustee has confirmed that it will host an
equity committee formation meeting in the Chapter 11 case of Genco
Shipping & Trading Ltd. on May 16, which will allow interested
shareholders to organize and hire lawyers.

WSJ noted that typically in Chapter 11 cases, equity holders
receive nothing and have their stakes in the bankrupt company
wiped out.  In this case, Genco is offering shareholders seven-
year warrants at a strike price of $1.295 billion, which Genco
said are worth $32.9 million.

WSJ noted that, according to a research report from Maxim Group,
published after the details of Genco's plan were made public,
these warrants could be worth as little as 25 cents a share.

The report recounted that in the days following Genco's bankruptcy
filing, investment funds Aurelius Capital Partners and Och-Ziff
Capital Management Group bought up stock in the dry bulk shipper,
even though the stock is slated to be canceled in the
restructuring and repaid very little.  Aurelius purchased more
than 4.4 million shares, or 9.9% of the shares outstanding,
spending more than $8.2 million.  Och-Ziff, which owned Genco
stock before the filing, raised its own equity stake by 800,000
shares, to 9.1%.  Aurelius and Och-Ziff paid between $1.73 and $2
a share after the filing, according to financial disclosures.

The report also noted that during Genco's first bankruptcy court
appearance on April 23 a lawyer for Och-Ziff signaled that the
fund believes there is more value in Genco than the plan currently
assumes, meaning that equity holders ought to receive more
compensation.  Och-Ziff's counsel advocated to slow down Genco's
reorganization process and to provide time to form an equity
committee.

According to the WSJ report, Bankruptcy Judge Sean Lane didn't
slow down the Plan process.  Rather, he approved the
restructuring-support agreement Genco entered into with lenders,
and said the issues could be brought up during a confirmation
hearing.

Aurelius later filed a motion joining in Och-Ziff's objections.

WSJ recounts Genco's plan gives the reorganized company a $1.48
billion valuation.  Genco's plan calls for lenders to swap more
than $1 billion for 81.1% equity in the reorganized company.  Two
other senior credit facilities -- worth $253 million and $100
million, respectively -- will be amended to extend the maturity
dates to August 2019. Convertible bondholders would receive 8.4%
of Genco's new equity. General unsecured claims wouldn't be
reduced.  Genco is also planning a $100 million rights offering
for its new shares. The offering would be backstopped 80% by the
credit facility lenders and 20% by bondholders, meaning those
groups have agreed to buy any unpurchased shares.

Och-Ziff is represented by:

     Christopher J. Marcus, P.C.
     KIRKLAND & ELLIS LLP
     601 Lexington Avenue
     New York, NY 10022
     Tel: 212-446-4878
     Fax: 212-446-6460
     E-mail: christopher.marcus@kirkland.com

                   About Genco Shipping & Trading

New York-based Genco Shipping & Trading Limited (NYSE: GNK)
transports iron ore, coal, grain, steel products and other drybulk
cargoes along worldwide shipping routes.  Excluding Baltic Trading
Limited's fleet, Genco Shipping owns a fleet of 53 drybulk
vessels, consisting of nine Capesize, eight Panamax, 17 Supramax,
six Handymax and 13 Handysize vessels, with an aggregate carrying
capacity of approximately 3,810,000 dwt.  In addition, Genco
Shipping's subsidiary Baltic Trading Limited currently owns a
fleet of 13 drybulk vessels, consisting of four Capesize, four
Supramax, and five Handysize vessels.

Genco Shipping & Trading sought bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a
prepackaged financial restructuring that is expected to reduce the
Company's total debt by $1.2 billion and enhance its financial
flexibility.  The company's subsidiaries other than Baltic Trading
Limited (and related entities) also sought bankruptcy protection.

Genco, owned and controlled by Peter Georgiopoulos, disclosed
assets of $2.448 billion and debt of $1.475 billion as of Feb. 28,
2014.

Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer
Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy
counsel.  Blackstone Advisory Partners, L.P., is the financial
advisor.  GCG Inc. is the claims and notice agent.

Wilmington Trust, N.A., in its capacity as successor
administrative and collateral agent under a 2007 credit agreement,
is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at
Milbank Tweed Hadley & McCloy LLP.

Credit Agricole Corporate & Investment Bank, as agent and security
trustee under an August 2010 Loan Agreement; Deutsche Bank
Luxembourg S.A., as agent, and Deutsche Bank AG Fillale
Deutschlandgeschaft, as security agent and bookrunner under the
August 2010 Loan Agreement, are represented by Alan Kornberg,
Esq., and Elizabeth McColm, Esq., at Paul Weiss Rifkind Wharton &
Garrison LLP.

The Bank of New York Mellon, the indenture trustee for Genco's
5.00% Convertible Senior Notes due August 15, 2014, and the
informal group of 5.00% Convertible Senior Notes due August 15,
2014, are represented by Michael Stamer, Esq., and Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP.


GENCO SHIPPING: Delays Form Q1 10-Q Due to Bankruptcy Filing
------------------------------------------------------------
Genco Shipping & Trading Limited filed with the U.S. Securities
and Exchange Commission a Notification of Late Filing on Form 12b-
25 with respect to its quarterly report on Form 10-Q for the
quarter ended March 31, 2014.

On April 21, 2014, the Company and its subsidiaries other than
Baltic Trading Limited and its subsidiaries filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for
the Southern District of New York.  Due to the demands associated
with the Chapter 11 Cases and related activities, despite diligent
efforts, the Company has been unable to complete the preparation,
review, and filing of its Quarterly Report on Form 10-Q within the
prescribed time period without unreasonable effort and expense.
The Company anticipates filing its Quarterly Report within the
additional time provided by the filing.

                  About Genco Shipping & Trading

New York-based Genco Shipping & Trading Limited (NYSE: GNK)
transports iron ore, coal, grain, steel products and other drybulk
cargoes along worldwide shipping routes.  Excluding Baltic Trading
Limited's fleet, Genco Shipping owns a fleet of 53 drybulk
vessels, consisting of nine Capesize, eight Panamax, 17 Supramax,
six Handymax and 13 Handysize vessels, with an aggregate carrying
capacity of approximately 3,810,000 dwt.  In addition, Genco
Shipping's subsidiary Baltic Trading Limited currently owns a
fleet of 13 drybulk vessels, consisting of four Capesize, four
Supramax, and five Handysize vessels.

Genco Shipping & Trading sought bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a
prepackaged financial restructuring that is expected to reduce the
Company's total debt by $1.2 billion and enhance its financial
flexibility.  The company's subsidiaries other than Baltic Trading
Limited (and related entities) also sought bankruptcy protection.

Genco, owned and controlled by Peter Georgiopoulos, disclosed
assets of $2.448 billion and debt of $1.475 billion as of Feb. 28,
2014.

Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer
Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy
counsel.  Blackstone Advisory Partners, L.P., is the financial
advisor.  GCG Inc. is the claims and notice agent.

Wilmington Trust, N.A., in its capacity as successor
administrative and collateral agent under a 2007 credit agreement,
is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at
Milbank Tweed Hadley & McCloy LLP.

Credit Agricole Corporate & Investment Bank, as agent and security
trustee under an August 2010 Loan Agreement; Deutsche Bank
Luxembourg S.A., as agent, and Deutsche Bank AG Fillale
Deutschlandgeschaft, as security agent and bookrunner under the
August 2010 Loan Agreement, are represented by Alan Kornberg,
Esq., and Elizabeth McColm, Esq., at Paul Weiss Rifkind Wharton &
Garrison LLP.

The Bank of New York Mellon, the indenture trustee for Genco's
5.00% Convertible Senior Notes due August 15, 2014, and the
informal group of 5.00% Convertible Senior Notes due August 15,
2014, are represented by Michael Stamer, Esq., and Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP.


GENE CHARLES: Bid to Sell Aspen Manor Subsurface Assets Denied
--------------------------------------------------------------
U.S. Bankruptcy Judge Patrick M. Flatley denied a motion by Gene
Charles Valentine Trust to further modify its Modified Second
Chapter 11 Plan of Reorganization and sell its Aspen Manor
subsurface assets.

The bankruptcy judge also denied the Debtor's motion to file the
sale agreements under seal.  The clerk of court is directed to
unseal the sale agreements.

A hearing was held April 22.

                  Aspen Manor Subsurface Assets

Although the Reorganized Debtor has commenced distributions to
some of its creditors under the Plan, distribution has not
commenced as to all of the classes of creditors.  The Reorganized
Debtor is in default or alleged to be in default on certain of its
payment obligations to various classes of creditors pursuant to
the terms of the Plan.

As of the Petition Date, the Trust's extensive business holdings
were valued at least at over $30 million.  Under the Plan, the
Debtor's interests in these four business enterprises were
transferred to the Reorganized Debtor: (i) Financial West Group;
(ii) Peace Point Equestrian Center; (iii) Aspen Manor Resort (an
active event venue and bed and breakfast resort) and its
surrounding parcels; and (iv) Camden Indemnity Limited.

In addition to substantial investment in foreign currency, the
Debtor held extensive subsurface oil, gas and mineral rights
underneath numerous parcels of its property near Aspen Manor and
the Peace Point Equestrian Center.

During the course of the Chapter 11 case, the Debtor sought and
received approval to sell the Peace Point Subsurface Assets.  The
Aspen Manor Subsurface Assets were transferred to the Reorganized
Debtor under the Plan.

The Reorganized Debtor in March filed a motion seeking to modify
the Plan and to sell the Aspen Manor Subsurface Assets pursuant to
the confirmed Plan as modified.  The Debtor anticipated closing
the sale on or before June 30, 2014.

A copy of the proposed changes of the Plan is available for free
at http://bankrupt.com/misc/Gene_Charles_Mod_Plan_Redline.pdf

The Reorganized Debtor entered into an agreement to sell its Aspen
Manor Subsurface Assets to Bounty Minerals Acquisition II, LLC.
Under the deal, the Debtor agreed to sell 494.385 acres underneath
certain Aspen Manor Parcels free and clear of all liens, claims,
interests and encumbrances to Bounty for a substantial,
confidential sum of money.  The net sale proceeds were first to be
paid to Catholic Financial Life in settlement of its secured claim
and the remaining balance were to be distributed in accordance
with the terms of the Plan.

The Reorganized Debtor said it needed to file the sale agreements
under seal as it has agreed to keep confidential certain
proprietary and confidential information surrounding the terms and
conditions of the sale agreements and negotiations.

                           Objections

Gulf Coast Bank & Trust Co. pointed out, among other things, that
Gulf Coast, what is clear from the Bounty Sale is that the Debtor
will no longer have available to it cash flow from the gas
royalties from the wells that were drilled at the Aspen Manor site
since the royalties will belong to Bounty after the sale.  Gulf
Coast claims that the Plan should not be permitted to be modified
so as to allow the only substantial activity that is generating
cash flow to be sold if there are no corresponding restrictions
upon the use of the proceeds from that sale.

According to Gulf Coast, the Plan has not been consummated; and
starting in December 2013, the Debtor defaulted on the payments
that were required to be made to be made to Gulf Coast.  Though
the defaulted payments due to Gulf Coast under the Plan for the
months of January, February, March and April 2014 have now been
paid, the Debtor has not paid "default" interest or the costs of
collection both of which are required to be paid upon default
under the terms of the Plan.

CIII Asset Management, LLC, as servicer for lender U.S. Bank
National Association, argued that the Court should deny the
Debtor's motion for various reasons, including (1) modification of
the Confirmed Plan is improper under 11 U.S.C. Sec. 1127(b) as the
Confirmed Plan has already been substantially consummated; and (2)
the Reorganized Debtor's request for authorization to sell the
Aspen Manor Subsurface Assets fails the "sound business reasoning"
test.  CIII says the Debtor has defaulted on post-confirmation
payments required for U.S. Bank's claims.

The Reorganized Debtor is represented by:

        Salene Mazur Kraemer, Esq.
        Aurelius P. Robleto, Esq.
        MAZURKRAEMER BUSINESS LAW
        3205 Pennsylvania Avenue, Suite B
        Weirton, WV 26062
        Tel: (304) 300-0593
        Fax: (888) 718-6752
        E-mail: salene@mazurkraemer.com

             - and -

        Kenneth E. Aaron, Esq.
        WEIR & PARTNERS LLP
        1339 Chestnut Street, Suite 500
        Philadelphia, PA 19107
        Tel: 215-241-7727
        E-mail: Kaaron@weirpartners.com

Gulf Coast is represented by:

        Charles J. Kaiser, Jr., Esq.
        PHlLLIPS, GARDILL, KAISER & ALTMEYER, PLLC
        61 Fourteenth Street
        Wheeling, WV 26003
        Telephone: (304) 232-6810
        Facsimile: (304) 232-4918
        E-mail: cikaiser@pgka.com

CIII Asset Management is represented by:

        Arch W. Riley, Jr., Esq.
        SPILMAN THOMAS & BATTLE, PLLC
        1233 Main Street, Suite 4000
        Post Office Box 831
        Wheeling, WV 26003-8731
        Tel: 304-230-6955
        Fax: 304-230-6951
        E-mail: ARiley@spilmanlaw.com

             - and -

        David A. Bosak, Esq.
        SPILMAN THOMAS & BATTLE, PLLC
        300 Kanawha Boulevard, East
        Post Office Box 273
        Charleston, WV 25321-0273
        Tel: 304-720-4091
        Fax: 304-340-3801
        E-mail: DBosak@spilmanlaw.com

                   About Gene Charles Valentine

A business trust created by investment advisor and broker-dealer
agent Gene Charles Valentine sought Chapter 11 bankruptcy
protection (Bankr. N.D. W.Va. Case No. 12-01078) in Wheeling, West
Virginia on Aug. 9, 2012.  The Gene Charles Valentine Trust owns
commercial and real estate properties in West Virginia, the
Financial West Group, the Peace Point Equestrian Center and the
Aspen Manor.  The Debtor disclosed in its schedules $34,101,393 in
total assets and $22,623,554 in total liabilities.

Financial West Investment Group, Inc., doing business as Financial
West Group -- http://www.fwg.com/-- is a firm with more than 340
registered representatives supervised by 44 Offices of Supervisory
Jurisdiction throughout the United States.  Financial West Group
is a FINRA, and SIPC member and SEC Registered Investment Advisor
(over $1 billion under control) that offers a full range of
financial products and services.  Its corporate office 32 member
staff is dedicated to providing registered representatives quality
service and technology to allow them to focus on best servicing
their investors needs.

Aspen Manor -- http://www.aspenmanorresort-- is a resort that
claims to be the "The Jewel of the Ohio Valley."  Along with its
architectural artistry, including hand-carved ceilings, the Manor
is filled will original art, statues, historic furniture and
artifacts.

Bankruptcy Judge Patrick M. Flatley oversees the case.  The Trust
hired Mazur Kraemer Law Inc., in Weirton, W.V., as lead and local
bankruptcy counsel.  Weir & Parners LLP, in Philadelphia, serves
as co-counsel.

The Debtor on August 2, 2013 won confirmation of its Plan, which
was declared effective Aug. 27, 2013.


GENERAL GROWTH: Mall Owner Swings to Profit
-------------------------------------------
Tess Stynes, writing for The Wall Street Journal, reported that
General Growth Properties Inc. swung to a first-quarter profit on
stronger-than-expected funds from operations and revenue growth.

According to the report, the mall owner raised its 2014 projection
for per-share funds from operations -- a key profitability measure
for real-estate investment trusts -- to between $1.30 and $1.32
from its previous estimate for $1.27 to $1.31.

For the current quarter, the company forecast per-share FFO of 29
cents to 31 cents, the report related.  Analysts polled by Thomson
Reuters expected 30 cents.

General Growth, which owns and manages retail properties in
shopping malls across the U.S., has sold and spun off assets in an
effort to improve its business since exiting bankruptcy in 2010,
the report further related.  The company is also accelerating its
redevelopment pipeline, which General Growth says will help
generate growth in future years.

Brookfield Property Partners LP late last year agreed to invest an
additional $1.4 billion in General Growth, boosting Brookfield's
stake in the mall owner to 32%, the report added.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner.
General Growth is a self-administered and self-managed real estate
investment trust.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP restructured roughly $15 billion of project-level
debt Recapitalized with $6.8 billion in new equity capital Paid
all creditor claims in full achieved substantial recovery for
equity holders.

As part of its plan of reorganization, GGP split itself into two
separate and independent publicly traded corporations, and
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.

As reported by the Troubled Company Reporter on May 15, 2013,
Standard & Poor's Ratings Services said it withdrew its
unsolicited ratings on General Growth Properties Inc.'s (GGP) and
GGP's affiliate, The Rouse Company L.P. (Rouse), including the
'BB' corporate credit ratings, the 'B' rating on GGP's
$250 million 6.375% series A cumulative perpetual preferred stock,
and the ratings on issues that have been redeemed.


GENESIS ENERGY: Moody's Rates $300MM Sr. Unsecured Notes 'B1'
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the new $300
million unsecured senior notes offering by Genesis Energy L.P. The
proceeds of the note offering will be used for capital spending
and repaying outstanding borrowings under its revolving credit
facility. Genesis's other ratings are unchanged and the outlook
remains stable.

"The new notes will increase liquidity and Genesis Energy's
flexibility to fund growth projects in 2014," commented Arvinder
Saluja, Moody's Analyst.

Issuer: Genesis Energy L.P.

Assignments:

  $300 million Senior Unsecured Notes, assigned B1 -- LGD 5, 74%

LGD adjustments:

Issuer: Genesis Energy LP
Senior Unsecured Regular Bond/Debenture Dec 15, 2018, range of
LGD5, 74 % from a range of LGD5, 77 %

Senior Unsecured Regular Bond/Debenture Dec 15, 2018, range of
LGD5, 74 % from a range of LGD5, 77 %

Senior Unsecured Regular Bond/Debenture Feb 15, 2021, range of
LGD5, 74 % from a range of LGD5, 77 %

Ratings Rationale

The B1 ratings on the senior unsecured notes reflect the company's
probability of default of Ba3-PD and a loss given default of LGD5
(74%). Pro forma for this notes issuance, Genesis will have $1
billion of senior notes. The size of the revolver's potential
priority claim to the assets results in the senior debt being
rated one notch beneath the Ba3 Corporate Family Rating (CFR)
under Moody's Loss Given Default Methodology.

Genesis's Ba3 CFR is supported by its predominantly fee-based cash
flows, an unusually high degree of asset and business line
diversification for a company of its size, vertical integration
among its various assets, and offset by higher leverage. The
rating also recognizes that despite outspending cash flows and
higher leverage (over 5x) in early 2014 because of a heavy capex
schedule in 2013, Moody's expect Genesis's leverage and cash flow
profile to improve in the second half of 2014 and into 2015 as
it begins to realize the earnings potential of the added assets.
Genesis has produced consistent cash flows through its logistics
and pipeline services for crude transportation, and maintains a
very strong market position as a supplier of NaHS, a chemical used
in many industries including mining, paper, and pharmaceuticals.
The rating is limited by the company's geographic concentration
and small scale relative to similarly rated midstream peers. The
ratings also take into account the risks inherent in the business
model for growth-oriented MLPs.

The SGL-3 Speculative Grade Liquidity Rating reflects Moody's
expectation that internally generated cash flow will not be
sufficient to fund the planned capital budget and ongoing
quarterly cash distributions to MLP unit holders, and therefore
there will be a high degree of reliance on the revolver. The
financial covenants under the facility are Debt / EBITDA of 5.0x,
Senior Secured Debt / EBITDA of 3.75x, and EBITDA / Interest of
3.0x. The required ratios under these covenants are temporarily
adjusted to 5.5x, 4.25x, and 2.75x, respectively, following
certain transactions, including material acquisitions. Moody's
expect Genesis to remain in compliance with these covenants during
2014. There are no debt maturities prior to 2017 when the credit
facility matures. Substantially all of Genesis' assets are
currently pledged as security under the revolver which limits the
extent to which asset sales could provide a source of additional
liquidity if needed.

The stable outlook reflects Moody's expectation that leverage
(including Moody's standard adjustments) will not increase
significantly above 4.5x beyond 2014 on a sustainable basis, that
the company's future expansions will not significantly increase
the portion of operating income exposed to direct commodity price
risk, and that the underlying fundamentals of Genesis's various
business lines will remain strong. Moody's could upgrade the CFR
if Moody's expect Debt / EBITDA to be sustained below 3.5x, or if
Genesis significantly increases its diversification or proportion
of cash flows from fee-based assets. Increased leverage with
Debt/EBITDA staying above 5.0x beyond 2014 on a sustained basis,
significant deterioration in core business fundamentals,
significant execution issues on growth projects, or acquisitions
of assets with a higher risk business profile could result in a
downgrade.


GENESEE & WYOMING: S&P Raises Corp. Credit Rating to 'BB'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on U.S.-based Genesee & Wyoming Inc. to
'BB' from 'BB-'.  The outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's amended and extended senior secured credit facility to
'BBB-' from 'BB+'.  The '1' recovery rating on the debt remains
unchanged, indicating S&P's expectation that lenders would receive
a very high recovery (90%-100%) in a payment default scenario.

The upgrades reflect meaningful improvement in Genesee & Wyoming's
credit metrics over the past year.  As of March 31, 2014, funds
from operations (FFO) to total debt was 28.5%, debt to EBITDA was
3.1x, and EBITDA interest coverage was 7.6x.  These compare with
13%, 5.4x, and 4.7x, respectively, as of March 31, 2013 (these
results do not include a full-year of RailAmerica Inc.'s
earnings).

Pro forma for its acquisition of the western end of Canadian
Pacific's Dakota, Minnesota and Eastern rail line for $210
million, the company's credit metrics are relatively unchanged.
S&P expects Genesee & Wyoming to remain acquisitive.  However, S&P
also expects the company to employ a disciplined acquisition
strategy and maintain financial leverage and credit metrics at or
near current levels.

The rating on Genesee & Wyoming is based principally on the
company's "fair" business risk profile and "intermediate"
financial risk profile assessments.  The business risk assessment
reflects the company's significant size as the largest network of
individual short-line and regional railroads in the U.S.; its
geographic, customer, and end-market diversity; its participation
in the relatively stable North American freight railroad industry;
and manageable capital expenditure requirements.

The outlook is stable.  "We expect Genesee & Wyoming's credit
metrics to continue benefiting from the successful integration of
its acquisitions, as well as its amortizing debt," said Standard &
Poor's credit analyst Anita Ogbara.  "We also expect the company
to continue employing a disciplined acquisition strategy and
maintain financial leverage and credit metrics at or near current
levels."

S&P could lower the rating if a significant debt-financed
acquisition or earnings deterioration results in FFO to total debt
falling below 25% on a sustained basis.

S&P could raise the rating if earnings improvement results in FFO
to total debt rising above 35% area on a sustained basis.


GLOBAL GEOPHYSICAL: Has Final Approval of Postpetition Financing
----------------------------------------------------------------
The Bankruptcy Court authorized Global Geophysical Services, Inc.,
et al., to:

   a) obtain secured postpetition financing on a superpriority
      basis from Wilmington Trust, National Association, in its
      capacity as administrative and collateral agent on behalf
      of the DIP Lenders, to pay down substantially all of the
      compromised prepetition secured indebtedness;

   b) use cash collateral; and

   c) enter into a settlement agreement dated April 13, 2014, by
      and among the Debtors, DIP lenders and the prepetition
      lenders and to use proceeds of the DIP facility to make the
      prepetition lender repayment.

The aggregate amount of prepetition indebtedness as of the
Petition Date is $98,601,712 inclusive of prepetition date
interest, fees, the yield maintenance premium and other amount due
and owing under prepetition loan documents.

As adequate protection from any diminution in value of the
lender's collateral, the Debtors will grant the lender replacement
liens on all of the DIP collateral and a superpriority
administrative expense claim status, subject to carve out on
certain expenses.

In a separate order, the Court authorized the Debtors to enter
into a postpetition insurance premium financing agreements with
the lenders that are parties thereto, including without limitation
AFCO Credit Corporation pursuant to the AFCO Insurance Financing
Agreement; and use cash collateral.

As adequate protection from any diminution in value of the
lenders' collateral, the postpetition premium financing lenders
are granted a first and only priority security interest in any and
all unearned premiums and dividends which may become payable under
the applicable financed insurance policies for whatever reasons
and loss payments which reduce the unearned premiums, subject to
any mortgage or loss payee interests.

A copy of the premium finance agreement is available for free at:
http://bankrupt.com/misc/GLOBALGEO237_financingord.pdf

As reported in the Troubled Company Reporter on April 3, 2014,
GGC's prepetition lender opposed to the Debtors' motion for
approval of their DIP financing facility to be provided by the
prepetition unsecured bondholders, pointing out that it can
provide alternative financing on the same economic terms offered
by the bondholder.  TPG Specialty Lending Inc. and its affiliates,
the prepetition secured lenders, say priming their liens and
security interests on a non-consensual basis in favor of the
bondholders' DIP facility is neither necessary nor permissible.

TPG said it has negotiated and documented a fully committed
interim debtor in possession financing facility sufficient to meet
the Debtors' demonstrated cash flow requirements for the next 30
days, alleviate customer concerns as to the Debtors' ability to
meet their contractual obligations, and to avoid any "immediate
and irreparable harm" to the Debtors' estates.

Rather than accept TPG's offer, however, the Debtors have chosen
to prosecute a fight with the Prepetition Lenders over a
nonconsensual priming facility, a fight that is not necessary at
this time and, in fact, may never be necessary, according to TPG.

Following what the Debtors called a competitive process, the
Debtors obtained up to $60 million in debtor-in-possession
financing from certain of their noteholders and Wilmington Trust,
as administrative and collateral agent.  The Debtors explained
that they chose to take the noteholders' financing as an
indication that they are supportive of the efforts of these
investors to maximize the value of the estate for all
stakeholders, rather than agree to restrictive financing terms
offered by secured lenders who are incentivized to extract only
the first $82 million of value.

The salient terms of the noteholders' financing are:

* DIP Lenders:  The holders of the Debtors' 10% Senior Notes due
   2017 that have committed to collectively provide 100% of the
   DIP commitment:

    ASOF II Investments, LLC                     $13.87 million

    Candlewood Special Situations Master Fund,
    LTd. and CWD OC 522 Master Fund, Ltd.        $11.61 million

    Credit Suisse Loan Funding, LLC               $7.61 million

    PEAK6 Achievement Master Fund Ltd.            $4.81 million

    Third Avenue Trust, on behalf of
    Third Avenue Focused Credit Fund             $18.14 million

    Wingspan Master Fund, LP., by
    Wingspan GP, LLC                              $3.96 million
                                             ------------------
                                                 $60.00 million

* Administrative Agent:  Wilmington Trust National Association

* DIP Facility:  Fully underwritten $60 million multiple draw
   term loan facility, available in two tranches: $25 million upon
   entry of the interim order and an additional $35 million upon
   entry of the final order.

* Backstop:  The DIP Facility commitment received by the Debtors
   is a backstop by certain Noteholders.  In consideration for
   providing a backstop of the DIP Facility, each DIP Lender will
   receive a fee in the amount of its pro rata share of 3% of the
   total committed amount of the DIP Facility.

* DIP Facility Termination Date:  All DIP Obligations will become
   due and payable on the 15-month anniversary of the commencement
   of the cases.

* Interest Rates:  L + 8.50% with a LIBOR floor of 1.5%.

* Default Interest:  During the continuance of an event of
   default, the DIP Loans will bear interest at an additional
   2% per annum.

* Priming of Liens:  The interim order provides for liens
   under 364(d) that will prime the liens of the Prepetition
   Lenders.

* Adequate protection:  In connection with the priming liens in
   favor of the DIP Lenders, the Debtors will provide and show
   adequate protection of the liens and rights of their
   prepetition secured lenders, including payment to the
   Prepetition Lenders of postpetition interest at the non-default
   rate, and payment to the Prepetition Lenders of the reasonable
   fees and expenses of counsel and a financial advisors to the
   Prepetition Lenders.

* Avoidance Actions. Upon entry of a Final Order, the proceeds of
   avoidance actions under chapter 5 of the Bankruptcy Code will
   be available for payment of the DIP superpriority claims and
   the adequate protection claim.

                  Loan Approved Following Settlement

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Richard J. Schmidt previously
overruled objections from secured lenders, allowing an interim $25
million loan to come ahead of them because there was a sufficient
"equity cushion."

The lenders and noteholders proceeded to settle, allowing Judge
Schmidt on April 25 to grant final approval of a loan with $60
million of new money, the report related.  Under the settlement,
secured noteholders are providing the cash to pay off $91.9
million owed to the secured lenders, who reduced their potential
claim by $9.3 million, the report further related.

Together with the payoff amount, the noteholders are lending
$151.8 million, including $60 million in fresh cash, the report
added.  The noteholders' loan will mature in about a year, meaning
GGS won't be forced to sell quickly.

The $200 million in 10.5 percent senior unsecured notes traded at
1:29 p.m. on April 25 for 55.75 cents on the dollar, Bloomberg
cited Trace, the bond-price reporting system of the Financial
Industry Regulatory Authority.  The $200 million in 10.5 percent
senior unsecured notes traded at 3:33 p.m. on April 15 for 54.2
cents on the dollar, Bloomberg added, citing Trace.

             About Global Geophysical, Autoseis et al.

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

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

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

The Debtors have tapped Baker Botts LLP as general bankruptcy
counsel, Jordan Hyden Womble Culbreth & Holzer PC, as local
counsel, Alvarez & Marsal as restructuring advisors, Fox
Rothschild Inc. as financial advisor, and Prime Clerk as claims
and noticing agent.

Judy A. Robbins, the U.S. Trustee for Region 7, has selected seven
creditors to the Official Committee of Unsecured Creditors.

The Ad Hoc Group of Noteholders and the Proposed DIP Lenders are
represented by:

         Marty L. Brimmage, Jr., Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         1700 Pacific Avenue, Suite 4100
         Dallas, TX 75201
         Tel: (214) 969-2800
         Fax: (214) 969-4343

              - and -

         Charles R. Gibbs, Esq.
         Michael S. Haynes, Esq.
         Lacy M. Lawrence, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         One Bryant Park
         New York, NY 10036
         Tel: (212) 872-1000
         Fax: (212) 872-1002

Counsel to TPG can be reached at:

         David M. Bennett, Esq.
         THOMPSON & KNIGHT LLP
         1722 Routh Street, Suite 1500
         Dallas, Texas 75201
         Tel: 214-969-1700
         Fax: 214-969-1751

              - and -

         Tye C. Hancock, Esq.
         Joseph E. Bain, Esq.
         THOMPSON & KNIGHT LLP
         333 Clay Street, Suite 3300
         Houston, Texas 77002
         Telephone: 713-653-8690
         Facsimile: 713-654-1871

              - and -

         Adam C. Harris, Esq.
         Lawrence V. Gelber, Esq.
         David M. Hillman, Esq.
         Brian C. Tong, Esq.
         SCHULTE ROTH & ZABEL LLP
         919 Third Avenue
         New York, New York 10022
         Telephone: 212-756-2000
         Facsimile: 212-593-5955


GLOBAL GEOPHYSICAL: Wins Final Okay of Equity Trading Protocol
--------------------------------------------------------------
Global Geophysical Services Inc., et al., sought and obtained a
final order from the Bankruptcy Court establishing (i) procedures
with respect to the purchase, acquisition or other accumulation by
parties-in-interest of equity securities in the Debtors; and (ii)
an effective date for notice and sell-down procedures for
transfers of claims against the Debtors estates.

Claimholders and potential purchaser against the Debtors are
notified that, if the Court ultimately approves a sell-down order,
claimholders that acquire claims after the record date (March 28,
2014) in an amount that would entitle them to receive more than
4.5% of the stock of any reorganized Debtor may be subject to a
required sell-down of any claims purchased after the record date.

Meanwhile, the Bankruptcy Court will convene a hearing on May 20,
June 5, July 1, and July 31, 2014, to consider the Debtors' motion
to designate the cases as complex Chapter 11 cases.

             About Global Geophysical, Autoseis et al.

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

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

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

The Debtors have tapped Baker Botts LLP as general bankruptcy
counsel, Jordan Hyden Womble Culbreth & Holzer PC, as local
counsel, Alvarez & Marsal as restructuring advisors, Fox
Rothschild Inc. as financial advisor, and Prime Clerk as claims
and noticing agent.

Judy A. Robbins, the U.S. Trustee for Region 7, has selected seven
creditors to the Official Committee of Unsecured Creditors.

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

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


GLOBAL GEOPHYSICAL: Proposes June 30 as Claims Bar Date
-------------------------------------------------------
The Bankruptcy Court will convene a hearing on May 20, 2014, at
10:00 a.m., to consider Global Geophysical Services, Inc., et
al.'s motion to establish a deadline for creditors to file proofs
of claim.

The Debtors have requested that the Court establish:

   1. June 30, at 5:00 p.m. as the deadline for any person or
entity, excluding governmental units, to file a proof of claim
against a Debtor on account of any claim arising on or before the
Petition Date; and

   2. Sept. 22, at 5:00 p.m., as the deadline for governmental
units to file a proof of claim.

Proofs of claim must be submitted to the Debtors' claims agent,
Prime Clerk LLC, by hand delivery, overnight mail, or first-class
mail to:

         Global Geophysical Services Claims Processing Center
         c/o Prime Clerk LLC
         830 3rd Avenue, 9th Floor
         New York, NY 10022
         Tel: (855) 650-7243

The Debtor is represented by:

         Luckey McDowell, Esq.
         BAKER BOTTS L.L.P.
         2001 Ross Avenue
         Dallas, TX 75201
         Tel: (214) 953-6500
         Fax: (214) 953-6503
         E-mail: luckey.mcdowell@bakerbotts.com

              - and -

         Shelby A. Jordan, Esq.
         JORDAN, HYDEN, WOMBLE, CULBRETH & HOLZER, P.C.
         Suite 900, Bank of America
         500 North Shoreline
         Corpus Christi, TX 78471
         Tel: (361) 884-5678
         Fax: (361) 888-5555
         E-mail: sjordan@jhwclaw.com

             About Global Geophysical, Autoseis et al.

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

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

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

The Debtors have tapped Baker Botts LLP as general bankruptcy
counsel, Jordan Hyden Womble Culbreth & Holzer PC, as local
counsel, Alvarez & Marsal as restructuring advisors, Fox
Rothschild Inc. as financial advisor, and Prime Clerk as claims
and noticing agent.

Judy A. Robbins, the U.S. Trustee for Region 7, has selected seven
creditors to the Official Committee of Unsecured Creditors.


GLOBAL GEOPHYSICAL: Meeting of Creditors Scheduled for May 29
-------------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors in the
Chapter 11 cases of Global Geophysical Services Inc., et al., on
May 29, 2014, at 10:00 a.m.  The meeting will be held at Room
1107, 606 North Carancahua, Corpus Christi, Texas.

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

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

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

The Debtors have tapped Baker Botts LLP as general bankruptcy
counsel, Jordan Hyden Womble Culbreth & Holzer PC, as local
counsel, Alvarez & Marsal as restructuring advisors, Fox
Rothschild Inc. as financial advisor, and Prime Clerk as claims
and noticing agent.

Judy A. Robbins, the U.S. Trustee for Region 7, has selected seven
creditors to the Official Committee of Unsecured Creditors.


GLW EQUIPMENT: Court Converts Case to Chapter 7 Liquidation
-----------------------------------------------------------
The Hon. Michael E. Ridgway of the U.S. Bankruptcy Court for the
District of Minnesota has granted the U.S. Trustee's motion to
convert GLW Equipment Leasing, LLC's Chapter 11 case to one under
Chapter 7, effective May 9, 2014.

Randall L. Seaver is appointed as Chapter 7 trustee.  Mr. Seaver
can be reached at:

      12400 Portland Avenue S., Suite 132
      Burnsville, MN 55337

The Debtor is directed to file within 14 days after the May 9,
2014 court order: (i) a final report of the Debtor as debtor in
possession upon conversion of Chapter 11 case to Chapter 7, the
Final Report 11 - 7 form available on the court's website; and
(ii) an appropriate matrix for mailing purposes stating all of the
names and addresses of the unpaid entities listed in the final
report as unpaid debts incurred during the Chapter 11 case.

A meeting of creditors is scheduled for June 26, 2014, at
3:00 p.m., at U.S. Courthouse, Room 1017 (10th Floor), 300 S 4th
Street, Minneapolis, MN 55415.

On May 6, 2014, the Court allowed the Debtor to sell certain
trailers, free and clear of interests to Transcontinental Leasing,
Inc., for $875,000.  Michael F. McGrath, Esq., at Ravich Meyer
Kirkman Mcgrath Nauman & Tansey, A Professional Association, the
attorney for the Debtor, said in a filing dated May 1, 2014, that
the sale is necessary to assure maximization of the value of the
estate.  The Court scheduled a hearing on this motion for May 6,
2014.  Mr. McGrath stated that the Debtor is in the process of
selling all of its assets and this sale represents the last sale
by the Debtor.  As part of this process, Debtor is cooperating
with General Electric Capital Corporation to sell the equipment
and avoid unnecessary costs of liquidation which would be incurred
in parking and surrendering the equipment to GE.

GE has obtained relief from the automatic stay and is currently
able to commence enforcing state law remedies with respect to
their collateral.  "If GE obtains possession and forecloses its
liens in the equipment, Debtor's estate will be irreparably harmed
because GE will obtain or erode through unnecessary expenses the
current equity in the equipment," Mr. McGrath said in the May 1
court filing.

On April 24, 2014, the Court authorized the Debtor to sell certain
tractor trucks, free and clear of interests.

The proceeds of the sales will be subject only to the lien of GE
and the Debtor is authorized and directed to authorize and
instruct the buyer to pay the proceeds, upon the closing of the
sale, directly to GE.

                    About GLW Equipment Leasing

GLW Equipment Leasing, LLC, a Minnesota limited liability company
formed to own and manage a truck and trailer equipment lease
portfolio, filed a bare-bones Chapter 11 petition (Bankr. D. Minn.
Case No. 13-44202) in Minneapolis, Minnesota, on Aug. 27, 2013.
The Debtor was formed on the same day the bankruptcy case was
filed.  Warren Cadwallader signed the petition as president.  The
Debtor estimated at least $10 million in assets and liabilities.

Michael F. McGrath, Esq., at Will R. Tansey, Esq., and Michael D.
Howard, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey,
P.A., Minneapolis, MN, serves as the Debtor's counsel.

Judge Katherine A. Constantine oversaw the case.  On Oct. 15,
2013, Judge Constantine transferred the case to Judge Michael E.
Ridgway.

                           *     *     *

This concludes the Troubled Company Reporter's coverage of GLW
Equipment until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


HASHFAST TECHNOLOGIES: Involuntary Chapter 7 Case Summary
---------------------------------------------------------
Alleged Debtor: Hashfast Technologies, LLC
                649 Mission Street, 5th Floor
                San Francisco, California 94105

Case Number: 14-30725

Involuntary Chapter 7 Petition Date: May 9, 2014

Court: United States Bankruptcy Court
       Northern District of California

Petitioners' Counsel: BAKER HOSTETLER LLP
                      11601 Wilshire Blvd.
                      Ste. 1400, Los Angeles
                      CA 90025

Alleged creditors who signed the Chapter 7 petition:

  Petitioner                   Nature of Claim  Claim Amount
  ----------                   ---------------  ------------
  Koi Systems                    Unsecured        $280,366
  Units 1403-5,14/F
  173 Dea Voeux Rd.,
  Central, Hong Kong

  UBE Enterprises                Unsecured         $38,250

  Timothy Lam                    Unsecured          $6,696

  Edward Hammond                 Unsecured          $1,517

  Grant Pederson                 Unsecured          $3,790


HILLSHIRE BRANDS: Fitch Raises IDR to 'BB' on Acquisition
---------------------------------------------------------
Fitch Ratings has downgraded the ratings of The Hillshire Brands
Co. (Hillshire; NYSE: HSH) following the firm's announcement that
it has entered into a definitive agreement to acquire Pinnacle
Foods Inc. (Pinnacle; NYSE: PF).  Fitch maintains a private rating
on Pinnacle.  The downgrades are as follows:

Long-term Issuer Default Rating (IDR) to 'BB' from 'BBB';
Senior unsecured notes to 'BB' from 'BBB';
Bank credit facility to 'BB' from 'BBB';
Short-term IDR to 'B' from 'F2';
Commercial paper to 'B' from 'F2'.

Fitch has also placed Hillshire's ratings on Rating Watch
Negative.  At March 29, 2014, Hillshire had $942 million of total
debt.

The deal is valued at $6.6 billion including Pinnacle's
$2.3 billion of net debt.  Hillshire intends to finance the
purchase with $4.8 billion of incremental debt and the issuance of
$2.1 billion of equity.  Inclusive of an estimated $390 million of
tax assets at Pinnacle, Pinnacle's $507 million of adjusted 2013
EBITDA and a $140 million of projected annualized cost savings,
the transaction multiple is 9.6 times (x).  Excluding these
benefits, Fitch estimates a purchase multiple of over 13.0x.

Key Rating Drivers:

High Pro forma Leverage and Probability of Completion
The downgrade reflects Fitch's pro forma leverage estimate,
discussed below, and assumption that the transaction has a high
probability of completion.  On a pro forma basis, total debt is
roughly $5.8 billion, EBITDA (excluding the benefit of cost
synergies) is an approximately $1.1 billion, and total debt-to-
EBITDA is in the mid-5.0x range.  Pro forma EBITDA reflects
Hillshire's $545 million of latest 12 month (LTM) EBITDA and
Pinnacle's 2013 adjusted EBITDA of $507 million, which includes
the full realization of Pinnacle's annualized results from its
Wish-Bone purchase in October 2013.

The Board of Directors for both companies unanimously approved the
transaction.  Hillshire expects the deal to close by September
2014 following regulatory and shareholder approval.  Given that
the Blackstone Group L.P., which owned 51.1% of Pinnacle's
outstanding stock as of April 2014, has agreed to vote its shares
in favor of the transaction, Fitch believes the probability of
completion is high.  Due to limited product overlap, there should
not be any anti-trust issues.  Hillshire also has committed
financing in place for the entire amount of incremental debt.

Resolution of Negative Watch

The Negative Watch will be resolved upon transaction closing or
when Fitch gains more clarity on Hillshire's capital structure,
annual free cash flow (FCF), and the potential pace of debt
reduction for the combined entity.  The ratings will consider
Hillshire's credit metrics, its improved business profile, the
likelihood of additional acquisitions, and integration risks
associated with the transaction.  Hillshire intends to suspend its
current share repurchase program for the next two years, maintain
its 70 cents per share dividend, and to pay down enough debt to
re-gain its investment grade credit profile within three years of
closing.  However, the firm currently remains open to smaller
acquisition opportunities.

Transformative Transaction

Fitch views the transaction as transformative, increasing
Hillshire's scale, product diversification and being immediately
accretive to margins.  The new Hillshire will have nearly
$6.5 billion of sales and leading market share positions in
frozen, refrigerated, and shelf-stable grocery categories.  Key
brands will consist of Hillshire Farm, Jimmy Dean, and Birds Eye,
all $1 billion plus revenue brands, along with BallPark, Duncan
Hines, Vlasic, and Wish-Bone.  Fitch estimates that new
Hillshire's EBITDA margin will be in excess of 16% versus 13.8% at
the LTM period ended March 29, 2014.  This estimate does not
include any integration cost that might negatively impact margins
in the near-to-intermediate term.

Liquidity and Debt Structure:

Liquidity for the combined entity is expected to be supported by
its FCF. During the LTM period ended March 29, 2014, Hillshire
generated $96 million of FCF while Pinnacle's FCF for the year
ended Dec. 29, 2013 was $137 million.  At March 29, 2014,
Hillshire had $219 million of cash, $170 million of short-term
investments, and $708 million of availability, excluding
$42 million of letters of credit, under its $750 million revolving
credit facility expiring June 2017.  Hillshire's quarter-end
liquidity does not reflect $165 million of cash to finance its
recent acquisition of Van's Natural Foods which management expects
to close this month.

Hillshire has not outlined final details regarding its new capital
structure but committed financing includes a $500 million senior
secured revolver and a $4.8 billion senior secured term loan B
facility.  Hillshire has the right to replace all or a portion of
the term loan with other debt securities.  Fitch expects the debt
structure to allow flexibility for deleveraging.

Maturities of long-term debt at March 29, 2014 for Hillshire
included $102 million of mainly zero-coupon notes due in fiscal
2015 and $400 million of 2.75% senior unsecured notes in 2016.
Fitch does not expect the transaction to require Hillshire to have
to redeem any of its existing debt but does expect the firm's
revolver to be replaced.  Pinnacle's debt maturities at Dec. 29,
2013 were limited to $22 million annually over the next three
years.  Fitch anticipates that Hillshire will refinance Pinnacle's
existing debt.

RATING SENSITIVITIES:

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

-- Fitch's analysis of final projections that result in total
    debt-to-operating EBITDA remaining at or above the 4.5x range
    within 18-24 months of transaction closing due to the lack of
    sufficient FCF to achieve lower leverage;

-- Failure to realize revenue growth targets and cost synergies
    or a weakening of operating results;

-- Potentially aggressive financial strategies regarding share
    repurchases and/or acquisitions.

Future developments that may individually or collectively lead to
a positive rating action:

-- Fitch's evaluation of final projections that result in total
    debt-to-operating EBITDA sustained below the 4.5x range within
    18-24 months of transaction closing due to growth in operating
    earnings, cash flow, and debt reduction;

-- Improved organic sales growth beyond the low single-digit
    level and the maintenance of higher EBITDA margins;

-- Management's commitment to curtail both share repurchases and
    acquisitions, particularly if financed with incremental debt
    or FCF, over the intermediate term and to apply all FCF to
    debt reduction.


ICON HEALTH: S&P Revises Outlook to Stable & Affirms 'B-' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Logan, Utah-based fitness equipment maker ICON Health & Fitness
Inc. to stable from negative.  At the same time, S&P affirmed all
ratings, including its 'B-' corporate credit rating on the
company.

The outlook revision to stable from negative reflects S&P's belief
that ICON will increase EBITDA in fiscal year 2014 (ICON's fiscal
year ends May 31) sufficiently to cover its fixed charges and
increase availability under its asset-based revolver, and that the
company should be able to sustain recent operating improvements.
In the nine months ended February 2014, EBITDA grew more than 50%
from a small base as a result of higher sales from a mix shift
toward direct to consumer sales and remerchandising rebranding of
products, lower input costs, and improved cost efficiencies.  This
compares favorably to fiscal year 2013, when EBITDA declined in
the high-40% area as a result of manufacturing inefficiencies in
prior periods that had a sustained negative impact and
significantly reduced orders from ICON's largest mass merchandise
customer.  These factors resulted in large inventory balances and
product discounting.  In addition, ICON reduced inventory balances
in fiscal year 2013 from abnormally high levels in previous years,
and we expect the company should sustain them at normalized levels
in fiscal years 2014 and 2015, barring an unexpected manufacturing
disruption.  As a result, S&P believes the company's liquidity
will remain adequate to internally fund fixed charges in 2014 and
2015.

The 'B-' corporate credit rating reflects S&P's assessment of
ICON's business risk profile as "vulnerable" and its assessment of
its financial risk profile as "highly leveraged."

S&P could consider a negative outlook or lower ratings if it
believes EBITDA at ICON will unexpectedly decline into fiscal year
2015, such that the company's revolver availability diminishes.

S&P would consider a positive outlook once ICON has demonstrated
sustained EBITDA margin improvement and we believe that adjusted
leverage can remain below 5x.


IDERA PHARMACEUTICALS: Incurs $8.9-Mil. Net Loss in 1st Quarter
---------------------------------------------------------------
Idera Pharmaceuticals, Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $8.96 million on $3,000 of alliance revenue for the
three months ended March 31, 2014, as compared with a net loss of
$3.80 million on $7,000 of alliance revenue for the same period
last year.

As of March 31, 2014, the Company had $72.24 million in total
assets, $5.35 million in total liabilities and $66.88 million in
total stockholders' equity.

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

                        http://is.gd/seRopy

Idera filed with the SEC a Form S-3 registration statement
relating to the offerings of up to $200,000,000 in aggregate
offering price of its securities.  The Company will provide the
specific terms of these securities in supplements to this
prospectus.  The Company's common stock trades on the Nasdaq
Capital Market under the symbol "IDRA."  A copy of the Form S-3 is
available for free at http://is.gd/5c8Y2G

                     About Idera Pharmaceuticals

Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a
clinical stage biotechnology company engaged in the discovery and
development of novel synthetic DNA- and RNA-based drug candidates
that are designed to modulate immune responses mediated through
Toll-like Receptors, or TLRs.  The Company has two drug
candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a
TLR7, TLR8, and TLR9 antagonist, in clinical development for the
treatment of autoimmune and inflammatory diseases.

Idera reported a net loss of $18.22 million in 2013, a net loss of
$19.24 million in 2012 and a net loss of $23.77 million in 2011.


IMAGEWARE SYSTEMS: Incurs $1.7 Million Net Loss in First Quarter
----------------------------------------------------------------
Imageware Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.69 million on $1.06 million of revenues for the
three months ended March 31, 2014, as compared with a net loss of
$2.77 million on $856,000 of revenues for the same period last
year.

As of March 31, 2014, the Company had $7.59 million in total
assets, $3.99 million in total liabilities and $3.60 million in
total shareholders' equity.

At March 31, 2014, the Company's principal sources of liquidity
consisted of cash and cash equivalents of $2,159,000 and accounts
receivable, net of $491,000.

"Management believes that the Company's current cash and cash
equivalents will be sufficient to meet working capital and capital
expenditure requirements for at least the next 12 months from the
date of this filing and that we will have sufficient liquidity to
fund our business and meet our contractual obligations over a
period beyond the next 12 months," the Company said in the filing.

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

                         http://is.gd/AAtCCx

                        About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc.,
is a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

Imageware Systems incurred a net loss of $9.84 million on $5.30
million of revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $10.19 million on $3.95 million during the
prior year.


INDIANA LIMESTONE: Wynnchurch Capital Acquires Assets
-----------------------------------------------------
Wynnchurch Capital, a middle-market, private equity firm, on
May 13 disclosed that it has acquired the assets of Indiana
Limestone Company, the largest dimensional limestone quarrier and
fabricator in the United States.  Wynnchurch acquired the assets
out of bankruptcy.

With a history dating back to the mid-1800s, Indiana Limestone is
headquartered in Oolitic, Ind., in the heart of the Indiana
limestone belt, the source of the highest quality quarried
limestone in the United States.  Indiana limestone is known as the
Nation's Building Stone used in many famous structures such as the
Empire State Building and the Pentagon, and Indiana Limestone's
products are employed today as a durable and energy efficient
building stone in institutional, commercial and residential
structures across the country.

"Our investment in Indiana Limestone allows Wynnchurch to further
expand into the building products industry.  Indiana Limestone in
known for its superior quality stone.  We anticipate developing
and executing more aggressive and comprehensive sales and
marketing strategies to better communicate its superiority to the
marketplace.  To that end, we are pleased that Tom Quigley has
joined the company as Chief Executive Officer.  Tom has held
senior leadership positions at Owens Corning and Ingersoll Rand,
and we believe his experience in the building products industry
will set a course for rapid growth," says Wynnchurch Partner Terry
Theodore.

"We believe the company's superior products and established
customer base leave Indiana Limestone well positioned for future
growth as construction markets recover," says Wynnchurch Managing
Partner John Hatherly.

"We are pleased with the support Wynnchurch provided as our DIP
lender throughout the bankruptcy process. Indiana Limestone will
be able to leverage the expertise, resources and capital that
Wynnchurch provides to deliver our products to the marketplace and
drive growth," says Indiana Limestone Chief Executive Officer Tom
Quigley.

                    About Indiana Limestone

Located in the heart of one of the world's richest limestone
deposits, Indiana Limestone Company owns and operates quarries
covering over 4,000 acres and holding reserves well in excess of
100 years supply in its eight main quarries.  The company is
unmatched as the only fully integrated supplier of Indiana
Limestone.  From raw block and slab to standard building products,
it is the leading supplier of The Nation's Building Stone.  Since
its beginning in the mid-1800s, it has grown to be the largest
limestone quarrier and fabricator in North America.


INFINITY ENERGY: Maturity of $1MM Note Extended to Dec. 7
---------------------------------------------------------
Infinity Energy Resources, Inc., on Dec. 27, 2013, borrowed
$1,050,000 under an unsecured credit facility with a private,
third-party lender.  The facility is represented by a promissory
note.  On May 11, 2014, the Company and the lender agreed to
extend the maturity date of the Note from May 11, 2014, to Dec. 7,
2014.  All other terms of the Note remain the same.

In connection with the extension of the Note to the new Maturity
Date, the Company agreed to enter into a definitive revenue
sharing agreement with the lender on or before May 23, 2014.  If
the parties fail to enter into the definitive agreement by that
date, the Note will be in default.  The Company has agreed in
principle to grant the lender under the revenue sharing agreement
an irrevocable right to receive a monthly payment equal to one
half of one percent (1/2%) of the gross revenue derived from the
share of all hydrocarbons produced at the wellhead from the
Nicaraguan Concessions and any other oil and gas concessions that
the Company and its affiliates may acquire.  This percent will
increase to one percent (1%) if the Company does not pay the Note
in full by Aug. 7, 2014.  The Company paid no other consideration
in connection with the extension of the Note, but will pay the
legal expenses of the lender related to the extension.  The Note
may be prepaid without penalty at any time.  The Note is
subordinated to all existing and future senior indebtedness, as
such terms are defined in the Note.

In connection with its loan, the Company granted the lender a
warrant exercisable to purchase 1,000,000 shares of its common
stock at an exercise price of $1.50 per share.  In connection with
the extension of the maturity date of the Note to the New Maturity
Date, the parties amended the date for exercise of the Warrant to
be a period commencing Dec. 7, 2014, and expiring on the third
anniversary of that date.  The Company issued no additional
warrants to the lender in connection with the extension of the
Note to the New Maturity Date.  If the Company fails to pay the
note on or before its New Maturity Date, the number of shares
issuable under the Warrant increases to 13,333,333 and the
exercise price drops to $0.075 per share.  All other terms of the
Warrant remain the same.

                       About Infinity Energy

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

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

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


INTELLICELL BIOSCIENCES: Incurs $11 Million Net Loss in 2013
------------------------------------------------------------
Intellicell Biosciences, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $11.14 million on $0 of total net revenues for the
year ended Dec. 31, 2013, as compared with a net loss of $4.15
million on $534,942 of total net revenues during the prior year.

As of Dec. 31, 2013, the Company had $3.21 million in total
assets, $13.06 million in total liabilities and a $9.84 million
total stockholders' deficit.

                        Going Concern

"The financial statements have been prepared on a going concern
basis which assumes the Company will be able to realize its assets
and discharge its liabilities in the normal course of business for
the foreseeable future.  The Company has incurred losses since
inception resulting in an accumulated deficit of $48,903,450 and a
working capital deficit of $9,253,941 as of December 31, 2013,
respectively.  Further losses are anticipated in the continued
development of its business, raising substantial doubt about the
Company's ability to continue as a going concern.  The ability to
continue as a going concern is dependent upon the Company
generating profitable operations in the future and/or to obtain
the necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come
due.  Management intends to finance operating costs over the next
twelve months with existing cash on hand and a private placement
of common stock or other debt or equity securities.  There can be
no assurance that we will be able to obtain further financing, do
so on reasonable terms, or do so on terms that would not
substantially dilute our current stockholders' equity interests in
us.  If we are unable to raise additional funds on a timely basis,
or at all, we probably will not be able to continue as a going
concern," the Company stated in the Annual Report.

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

                        http://is.gd/10ErmA

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.


JEMANYA CORP: Thomas R. Slome Appointed as Mediator
---------------------------------------------------
Jemanya Corp. and the petitioning creditors have agreed to
participate in mediation, with Thomas R. Slome as mediator.  Mr.
Slome will assist them in attempting to reach a mutually
acceptable negotiated resolution of the dispute between them.

The entire procedure will be confidential and no stenographic or
other record will be made except to memorialize a settlement
record.  Absent agreement or court order to the contrary, the
parties to the mediation will pay equal shares of Mr. Slome's
compensation.  His services will be capped at ten hours (for a
maximum fee of $2,500 payable by each party, or an aggregate of
$5,000) after which additional services may be provided only upon
written agreement and on the terms as are satisfactory to the
mediator and the parties.  The fees will not be subject to court
approval, unless the fees charged to the estate exceed $2,500.

                        About Jemanya Corp.

Augusto Hernandez, Charan Singh, Har Ji, Pablo Castro, Yali Omar
Perez, Alfredo Villatoro, Marvin Matute, Kerwin Santos filed for
an involuntary Chapter 11 protection for Brooklyn, New York-based
Jemanya Corp. (Bankr. E.D.N.Y. Case No. 11-48762) on Oct. 16,
2011.  Bankruptcy Judge Jerome Feller presides over the case.  The
petitioners were represented by Lawrence Morrison, Esq.

The Debtor is represented by Marc A. Samuel, Esq., as counsel.


KBR INC: Obtains Bank Waiver of Compliance for Credit Agreement
---------------------------------------------------------------
KBR Inc. on May 13 disclosed that the Company has received a
Waiver of Compliance under its Five Year Revolving Credit
Agreement dated as of December 2, 2011, for certain
representations, warranties and covenants of the Credit Agreement.
The Waiver relates to certain defaults that were triggered, or
might have been triggered, from KBR's May 5, 2014, announcement
that it intends to restate its year ended December 31, 2013,
financial statements, and from the timing and delivery of
financial statements for the three months ended March 31, 2014,
and related documents, due to delays caused by the pending
restatement.

The Waiver is subject to KBR's being current with its filings of
its annual and quarterly reports with the SEC by August 30, 2014.
With the receipt of the Waiver, no event of default exists under
the Credit Agreement as a result of the pending restatement.  KBR
may request the issuance of new letters of credit and loan
advances under the Credit Agreement in accordance with its terms.

"KBR is grateful for our financial institutions' expeditious
review and approval of this waiver," said Mr. Brian K. Ferraioli,
Executive Vice President and Chief Financial Officer and Interim
Principal Executive for KBR.  "Execution of this waiver reaffirms
the confidence that our lending institutions have in KBR and its
ongoing business."

                             About KBR

KBR -- http://www.kbr.com-- is a global engineering, construction
and services company supporting the energy, hydrocarbons, power,
industrial, civil infrastructure, minerals, government services
and commercial markets.


KISSNER MILLING: S&P Assigns 'B-' Corp. Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-' long-
term corporate credit rating to Cambridge, Ont.-based rock salt
and ice melting product producer Kissner Milling Co. Ltd.  The
outlook is stable.

At the same time, Standard & Poor's assigned its 'B-' issue-level
rating and '4' recovery rating to the company's proposed US$200
million senior secured notes, indicating the expectation for
average (30%-50%) recovery for lenders in the event of a default.

"The 'B-' rating reflects our assessment of Kissner's "highly
leveraged" financial risk profile and its "weak" business risk
profile," said Standard & Poor's credit analyst David Fisher.

Kissner is a vertically integrated producer of bulk and bagged
rock salt and specialty de-icing products.  The company operates a
rock salt mine in Detroit with production capacity of 1.3 million
tons, and is North America's largest producer of specialty ice
melt products.

The company's single mine site historically accounted for about
three-quarters of EBITDA and the majority of earnings are from a
single product -- de-icing salt.  Operational risk is heightened,
in our view, by contractual obligations that require Kissner to
deliver salt at pre-determined volumes and prices.  Should the
company fail to meet these obligations (possibly as a result of a
mine outage or transportation challenges), it could incur
contractual penalties.

Despite being significantly smaller than most peers, S&P expects
Kissner to remain competitive in regions that are near its mine
site and in certain areas where it has established stock pile
locations.  Transportation and storage represent a meaningful
proportion of the landed cost of rock salt, so producers tend to
carve out regional niches that are somewhat insulated from
competition.  S&P believes the company has a competitive cost
position, due in part to its non-union workforce.  In addition,
the rock salt market is relatively consolidated, with producers
generally acting in a disciplined manner, matching supply to
demand.  This has led to relatively stable, rising prices in the
past decade, despite industrywide surplus production capacity.

The stable outlook reflects S&P's expectation that Kissner will
maintain credit metrics generally consistent with a highly
leveraged financial risk profile in the medium term.
Specifically, S&P expects adjusted debt-to-EBITDA of between 5x-6x
under normal seasonal weather conditions.  The outlook also
reflects S&P's expectation that the company will maintain
sufficient liquidity to fund potentially large working capital
swings during seasonal peaks.

S&P could raise the ratings if Kissner's adjusted debt-to-EBITDA
improved to and stayed at 5x or better and S&P believed the
financial sponsor owner was consistently supportive of credit
metrics near this level.  S&P could also raise the ratings if the
company's business risk profile improved, possibly as a result of
improved diversification arising from growth in its packaged goods
division, or increased scale.

S&P could consider a negative rating action if EBITDA interest
coverage declined and stayed below 1x, possibly owing to pricing
pressures as a result of increased competitive intensity.  S&P
could also lower the ratings if Kissner's liquidity position
deteriorated meaningfully.  S&P believes this could occur during a
very mild winter or during a strong winter in which the company
needed to purchase or produce significant salt volumes at high
prices to fulfill contractual obligations.


KOPPERS INC: S&P Assigns BB Rating to $500MM Secured Revolver Debt
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' senior
secured debt rating to Koppers Inc.'s proposed $500 million senior
secured revolving credit facility and $300 million term loan A.
At the same time, S&P raised the issue-level rating on the
company's existing $300 million senior notes to 'BB' from 'B+'.
The recovery rating on this debt is revised to '2' from '5'.  As
part of the transaction the notes will be ratably secured and rank
pari passu with the new revolver and term loan A.  The recovery
rating on each tranche of debt is '2', indicating S&P's
expectation for substantial (70% to 90%) recovery in the event of
a payment default.  S&P's ratings are based on preliminary terms
and conditions.

Koppers will use the proceeds to acquire the Wood Preservation and
Railroad Services businesses of Osmose Holdings Inc. in an all
debt-funded transaction valued at $460 million.  S&P expects that
the acquisition will close in the third quarter of 2014.  The
transaction will more than double the company's adjusted debt
balances and lead to a moderate increase in debt leverage.
However, S&P believes that Koppers' current financial measures,
which are strong for the current ratings, provide a measure of
cushion to offset the additional debt related to the proposed
transaction.  The key ratio of funds from operations (FFO) to
total adjusted debt was about 32% as of Dec. 31, 2013, which is
moderately above S&P's expectations of at least 20% through a
cycle.  Pro forma for the transaction, S&P would expect this ratio
to drop to about 20%, which is in line with its expectations at
the 'BB-' rating.

The ratings on Pittsburgh-based Koppers Inc. reflect its
significant financial risk profile and its fair business profile
as a producer of carbon materials and chemicals and railroad and
utilities products and services with pro forma annual revenues of
about $1.9 billion.

RATINGS LIST

Koppers Inc.
Koppers Holdings Inc.
Corporate Credit Rating             BB-/Negative/--

Upgraded; Recovery Rating Revised
                                     To                 From
Koppers Inc.
$300 Mil. Senior Sec. Notes         BB                 B+
  Recovery Rating                    2                  5

New Rating

Koppers Inc.
Senior Secured
  $500 Mil. Revolving Credit Fac.   BB
   Recovery Rating                  2
  $300 Mil. Term Loan A             BB
   Recovery Rating                  2


L-3 COMMUNICATIONS: Fitch Rates Convertible Debt Securities 'BB+'
-----------------------------------------------------------------
Fitch Ratings assigns a 'BBB-' rating to L-3 Communications
Corporation's (L-3) proposed senior unsecured notes due in 2017
and 2024. L-3 plans to issue a mix of three and 10-year notes
totaling $1 billion which will rank equally with the company's
existing senior unsecured notes.  Proceeds will be used to redeem
L-3 Communications Holdings' convertible contingent debt
securities (CODES) and for general corporate purposes. L-3's total
debt will increase by approximately $300 million and Fitch's
ratings will cover approximately $3.9 billion of outstanding debt
after the completion of the announced transactions.  The increase
in leverage does not affect the ratings.  The rating Outlook is
Stable.

Fitch expects to withdraw the 'BB+' ratings of the CODES upon
their repayment.  The CODES are rated one notch below the company'
IDR and senior unsecured debt due to the subordination of the
securities' guarantees.  Upon the completion of the transactions,
L-3 Communications Holdings, Inc. will not have any outstanding
debt and L-3 will be the only entity with indebtedness within the
company's capital structure.

Key Rating Drivers

Key factors that support the ratings include L-3's adequate credit
metrics, albeit somewhat weakened with the additional debt; strong
liquidity position; and Fitch's expectation of solid margins and
substantial free cash flow (FCF; cash from operations less capital
expenditures and dividends).  Other positive factors include L-3's
diverse portfolio of products and services, and L-3's increasing
percentage of international military and commercial sales which
accounted for 27% of sales in 2013, up from 24% and 18% in 2012
and 2011, respectively.

Most of the growth in L-3's non U.S. government sales was driven
by higher foreign military sales which comprised 14%, up from 11%
in 2012. L-3's commercial (both international and domestic) sales
remained flat at 13% of revenues in 2013.  Fitch expects L-3's
commercial sales will remain in the 13% to 15% range for the near
future, with moderate organic growth in international military
sales.  A large increase in the percentage of international and
commercial sales in 2012 was partially driven by the spin-off of
Engility Holdings, Inc. (Engility), which reduced L-3's exposure
to the U.S. government spending.

Fitch's rating concerns include:

-- L-3's declining revenues, which are expected to remain under
   modest pressure for at least the next two years due to lower
   DoD spending and the continued withdrawal of the U.S. troops
   from Afghanistan; and

-- The company's cash deployment strategy, which includes a focus
   on dividends and share repurchases, though this is mitigated by
   L-3's commitment to maintaining a strong credit profile.

Fitch's concern with L-3's underfunded pension plans has lessened,
with the deficit declining to $570 million (81% funded) as of
Dec. 31, 2013, from $1.2 billion (63% funded status) in the prior
year. Fitch expects L-3's pension status to improve in 2014 driven
by the favorable interest rate environment.  Additionally, the
company's strong cash generation mitigates pension concerns as the
required minimum contribution will not constitute a large portion
of L-3's FCF.  The pension deficit is also mitigated by the
expected reimbursements from the U.S. government which treats a
part of pension costs of defense contracts as allowable and
reimbursable costs.

Fitch expects L-3's credit metrics will deteriorate slightly due
to the announced debt issuance.  The company's leverage (debt to
EBITDA) has deteriorated slightly over the past several years
fluctuating in the range of 2.2x - 2.4x compared to the range of
2.0x - 2.2x over the prior five years.  Fitch expects the
company's leverage will increase to approximately 2.7x after the
issuance of the new notes and the repayment of the convertible
securities, up from 2.4x as of Mar. 28, 2014.  Fitch expects L-3's
leverage will remain within the range of 2.6x - 2.7x over the next
several years.  Despite the expected leverage deterioration, Fitch
believes L-3's credit metrics will remain adequate for investment
grade ratings.

The company's liquidity as of March 28, 2014 was $1.2 billion,
consisting of availability of all of its $1 billion credit
facility (expiring in February 2017) and $227 million in cash and
short-term investments.  Fitch expects L-3 to maintain cash
balances of approximately $400-$600 million and liquidity in the
$1.4 - 1.6 billion range over the next several years.  L-3 has no
debt maturities through 2015 with the next material debt maturity
in 2016 when $500 million of 3.95% senior unsecured notes are due.
The company generated negative $147 million of FCF in the first
quarter of 2014, primarily driven by the timing of collections and
an increase in unbilled contracts receivables. L-3's cash
generation is seasonal as the company collects the majority of its
cash during the second half of the year.  Despite the seasonality
of cash flows, L-3 typically generates positive quarterly FCF.  In
the last 12 months (LTM) ending Mar 28, 2014, the company
generated $663 million of FCF.  Fitch estimates the company will
generate annual FCF (after dividends) in the range of $700 million
to $800 million over the next several years.  L-3 reported
approximately $850 million FCF in 2013 and $900 million (includes
discontinued operations of approximately $50 million) in 2012.
Fitch's ratings and Outlook for L-3 incorporate expectations of
meaningful cash deployment toward shareholders.  In the first
quarter of 2014, L-3 deployed $133 million towards share
repurchases and $55 million towards dividend payments.  L-3 has
increased dividends by twenty cents per share annually over the
past five years.  Fitch expects L-3 to maintain its shareholder
friendly cash deployment strategies and to continue increasing its
dividend yield.  Fitch expects L-3 to deploy approximately $900
million to $1.1 billion toward shareholders annually.

L-3 contributed $105 million and $173 million to its pension plans
in 2013 and 2012, respectively.  The company expects to contribute
approximately $97 million to its pension plans in 2014 and has
already contributed $14 million during the first quarter of 2014.

Rating Sensitivities

Fitch may consider a positive rating action should L-3 improve its
credit profile by decreasing leverage and moderating its
shareholder friendly cash deployment strategies.  A negative
rating action may be considered if L-3 completes a large debt-
funded acquisition which weakens L-3's credit profile or if there
are dramatic changes in U.S. defense spending policies, but an
action would depend on L-3's efforts to reduce costs in line with
lower revenues.

Fitch rates L-3 as follows:

L-3 Communications Holdings, Inc.

IDR 'BBB-';
Convertible contingent debt securities 'BB+'.

L-3 Communications Corporation

IDR 'BBB-';
Senior unsecured notes 'BBB-';
Senior unsecured revolving credit facility 'BBB-'.

The Rating Outlook is Stable.


LANDUAER HEALTHCARE: Liquidating Plan Confirmed After Assets Sold
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Landauer-Metropolitan Inc. sold its business on Feb.
7 and can soon begin distributing proceeds to creditors after the
bankruptcy court in Delaware on April 29 signed a confirmation
order approving the liquidating Chapter 11 plan.

The plan gives unsecured creditors a maximum recovery of 15.4
percent, the report said, citing the disclosure statement the
judge also formally approved on April 28.

Quadrant Management Inc. bought the $29 million secured debt and
acquired the business in exchange for $22 million of that debt,
the report related.  Supported by the official creditors'
committee, the plan mostly deals with unsecured creditors with
claims totaling from $16 million to $184.5 million. If the claims
aren't reduced, the recovery will be 1.1 percent, according to the
disclosure statement.

The plan was facilitated by Quadrant's agreement to provide
$700,000 to wind down the Chapter 11 case, plus as much as
$750,000 of additional cash to cure defaults on contracts along
with unpaid operating expenses and professional fees for Landauer
and the creditors' committee, the report further related.

                      About Landauer Healthcare

Home medical equipment provider Landauer Healthcare Holdings,
Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
13-12098) on Aug. 16, 2013, with a deal to sell all assets to
Quadrant Management Inc. for $22 million, absent higher and better
offers.

The Company has 32 operating locations, with 50% of inventory
concentrated in Mount Vernon, New York; Great Neck, New York;
Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer,
which derives revenues by reimbursement from insurers, Medicare
and Medicaid, reported net revenues of $128.5 million in fiscal
year ended March 31, 2013.

Landauer disclosed $2,978,495 in assets and $53,636,751 in
liabilities as of the Chapter 11 filing.

The Debtors are represented by Justin H. Rucki, Esq., Michael R.
Nestor, Esq., and Matthew B. Lunn, Esq., at Young Conaway Stargatt
& Taylor LLP, in Wilmington, Delaware; John A. Bicks, Esq., at K&L
Gates LLP, in New York; and Charles A. Dale III, Esq., and
Mackenzie L. Shea, Esq., in Boston, Massachusetts.

Carl Marks Advisory Group serves as the Debtor's financial
advisors, and Epiq Systems as claims and notice agent.  Maillie
LLP serves as the Debtors' tax accountants.

The Debtor filed a Chapter 11 restructuring plan that would
transfer ownership of the home medical supply company to Quadrant
Management Inc., whose $22 million bid for the company went
unchallenged.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases.  The Committee retained Landis Rath & Cobb
LLP as counsel.  Deloitte Financial Advisory Services LLP serves
as its financial advisor.


LIBERTY HARBOR: May 20 Hearing to Confirm Reorganization Plan
-------------------------------------------------------------
The Bankruptcy Court will convene a hearing on May 20, 2014, at
10:00 a.m., to consider the confirmation of Liberty Harbor
Holding, LLC, et al.'s plan of reorganization.  The hearing was
previously set for April 8.

As reported by the Troubled Company Reporter, Bankruptcy Judge
Novalyn L. Winfield approved on Nov. 26, 2013, the Disclosure
Statement accompanying the Plan.

Pursuant to the Plan, t the extent required, the Moccos and
entities controlled by the Moccos will provide the Debtors with
the funding necessary to consummate the Plan, including, but not
limited to, all payments due under the Kerrigan Settlement.  The
Moccos have already advanced the Debtors the sum of $3 million,
which amounts were necessary to deliver the initial two payments
under the Kerrigan Settlement Agreement between the Debtors, the
JCRA, the City of Jersey City and the Kerrigans.

On Dec. 19, 2013, creditor SWJ Management, LLC, filed an objection
to the confirmation of the Plan, claiming that the Plan is not
feasible because, among other things, the Mocco v. Licata
litigation will not be resolved at confirmation.  "The Debtors'
plans are patently unconfirmable and unfeasible because the Debtor
owns nothing unless awarded an ownership interest by the Court in
the Mocco v. Licata ligation," SWJ said in a Dec. 19 court filing.

According to SWJ, the Mocco parties are not likely to be
successful on the merits of the Mocco v. Licata litigation.  The
Mocco parties case, SWJ stated, relies on forged documents and
forged signatures produced by a convicted felon Peter de Jong.
"Mr. Dejong, who acted as if he were Mr. Licata's attorney, was
shown to have received massive payoffs from the Mocco parties
through an entity known as AQM and was also shown to have actually
been an attorney for Peter Mocco.  The entire Mocco parties case
is based on rank fraud and intimidation of every attorney who
dared challenge them," SWJ said.

                       About Liberty Harbor

Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along
with two affiliates, sought Chapter 11 protection (Bankr. D.N.J.
Lead Case No. 12-19958) in Newark on April 17, 2012.  Each of the
Debtors is solely owned by Peter Mocco.

Liberty, as of April 16, 2012, had total assets of $350.08
million, comprising of $350 million of land, $75,000 in accounts
receivable and $458 cash.  The Debtor says that it has
$3.62 million of debt, consisting of accounts payable of $73,500
and unsecured non-priority claims of $3,540,000.  The Debtor's
real property consists of Block 60, Jersey City, NJ 100% ownership
Lots 60, 70, 69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D.
Affiliates that filed separate petitions are: Liberty Harbor II
Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor
North, Inc. (Case No. 12-19964).  The three cases are
administratively consolidated.

Judge Novalyn L. Winfield presides over the case.  Wasserman,
Jurista & Stolz, P.C. serves as insolvency counsel and Scarpone &
Vargo serves as special litigation counsel.  The petition was
signed by Peter Mocco, managing member.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed three
creditors to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of the Debtor.


LYONDELLBASELL INDUSTRIES: Profit, Revenue Grow
-----------------------------------------------
Michael Calia, writing for The Wall Street Journal, reported that
LyondellBasell Industries NV said its first-quarter earnings rose
thanks to revenue growth and a credit from a settlement.  Results
just missed analysts' expectations, however, the Journal noted.

The chemical-and-polymer producer, which emerged from Chapter 11
bankruptcy in 2010, earlier in April, said it would buy back an
additional 10% of its shares while boosting its quarterly dividend
17%, the report related.

LyondellBasell's chief executive, Jim Gallogly, said at the time
that the moves were a reflection of the company's outlook and its
"commitment to returning cash directly to our shareholders," among
other things, the report further related.

The company posted earnings of $945 million, or $1.72 a share, up
from $901 million, or $1.55 a share, in the year-ago period, the
report added.  The results included a $52 million credit related
to an environmental indemnity settlement, the company said.

                       About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as
part of the US$12.7 billion merger.  Len Blavatnik's Access
Industries owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed
for Chapter 11.  Luxembourg-based LyondellBasell Industries AF
S.C.A. and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the
successor of the former parent company, LyondellBasell Industries
AF S.C.A., a Luxembourg company that is no longer part of
LyondellBasell.  LyondellBasell Industries N.V. owns and operates
substantially the same businesses as the previous parent company,
including subsidiaries that were not involved in the bankruptcy
cases.  LyondellBasell's corporate seat is Rotterdam,
Netherlands, with administrative offices in Houston and
Rotterdam.


MALL BOULEVARD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mall Boulevard V.V. LP
        14250 Bear Valley
        Victorville, CA 92392

Case No.: 14-16275

Chapter 11 Petition Date: May 13, 2014

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Hon. Scott C Clarkson

Debtor's Counsel: Yoon O Ham, Esq.
                  LEWIS & HAM, LLP
                  1425 W Foothill Blvd Ste 235
                  Upland, CA 91786
                  Tel: 909-256-2920
                  Fax: 909-256-2927
                  Email: hamy@lewishamlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gary Kanter, general partner.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-16275.pdf


METRO AFFILIATES: Judge Approves Three Separate Asset Sales
-----------------------------------------------------------
An affiliate of Metro Affiliates Inc. received approval from U.S.
Bankruptcy Judge Sean Lane to sell its remaining assets to Garcia
Bus Exports, Inc.

Garcia Bus, which emerged as the winning bidder at an auction last
month, offered to buy more than 800 motor vehicles from Atlantic
Express Transportation Corp. for $1.205 million.  It will also
assume certain liabilities, including taxes as part of the sale.

The company beat out rival bidder Merchants Automotive Group Inc.,
which initially offered to purchase the vehicles for $500,000.

Last month, Judge Lane approved the sale of 30 vehicles owned by
Atlantic Express to Quality Bus Sales, LLC.  Quality Bus purchased
the vehicles for $316,286 and assumed certain liabilities as
required under the sale agreement.

Separately, another Metro affiliate Jersey Business Land Co.
received the green light to sell a real property in New Jersey to
Robert Haas.

Mr. Haas, who offered to buy the property for $430,000, emerged as
the winning bidder at a telephonic auction held last month.

                      About Metro Affiliates

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).  The
case is assigned to Judge Sean Lane.  In its schedules, Metro
Affiliates disclosed $14,438,351 in total assets and $163,562,007
total liabilities.

Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, D.C., represent the Debtors.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

The Joint Chapter 11 Plan of Liquidation filed by Metro
Affiliates, Inc. and its debtor affiliates embodies a global
settlement among the Debtors, the Creditors Committee, Wells Fargo
and Wayzata for a fair allocation of the Debtors' remaining
assets.  Wayzata holds a substantial majority of the Debtors'
Notes.  Among other things, the Settlement provides that proceeds
of the Noteholders' Collateral will be used to pay certain
administrative expenses.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

The U.S. appointed a three-member official committee of
unsecured creditors represented by Farrell Fritz, P.C.
PricewaterhouseCoopers LLP serves as the Committee's
Financial advisors.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, previously sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.


METRO AFFILIATES: Obtains Court Approval of Plan Outline
--------------------------------------------------------
Metro Affiliates Inc. has won approval from the bankruptcy judge
of the disclosure statement explaining its proposed liquidating
plan.

In his decision, Judge Sean Lane of U.S. Bankruptcy Court for the
Southern District of New York said the disclosure statement, which
explains the company's plan, contains "adequate information."

A provision of U.S. Bankruptcy Code requires that a disclosure
statement contain sufficient information to permit voting
creditors to make an informed decision on a bankruptcy plan.

Judge Lane also approved the procedures for soliciting votes and
for voting on the liquidating plan.  The voting deadline is
May 29.

The bankruptcy judge will hold a hearing on June 9 to consider
confirmation of the plan.  Objections to the plan are due by
May 29.

Metro Affiliates and its official committee of unsecured creditors
on March 31 filed the plan, which calls for the liquidation of
substantially all of the remaining property of the company and its
affiliated debtors.

Most of the companies' assets have already been liquidated during
the pendency of their bankruptcy cases.  The companies have also
ceased operating their transportation services business.

The liquidating plan also embodies a global settlement for a fair
allocation of the remaining assets entered into by Metro
Affiliates, the unsecured creditors' committee, Wells Fargo Bank
and Wayzata Investment Partners, which holds most of the
companies' notes.

Among other things, the settlement provides that proceeds of the
noteholders' collateral will be used to pay certain administrative
expenses.  A copy of Metro Affiliates' latest plan can be accessed
for free at http://is.gd/toXQjb

The latest plan filed on April 25 reflects comments received from
the U.S. Trustee and from the legal counsel of Wayzata, Blue Wolf,
General Electric Capital Corp. and GE Capital Commercial Inc.  It
also resolves the issues raised in the objection filed by the
National Labor Relations Board.

                      About Metro Affiliates

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).  The
case is assigned to Judge Sean Lane.  In its schedules, Metro
Affiliates disclosed $14,438,351 in total assets and $163,562,007
total liabilities.

Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, D.C., represent the Debtors.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

The Joint Chapter 11 Plan of Liquidation filed by Metro
Affiliates, Inc. and its debtor affiliates embodies a global
settlement among the Debtors, the Creditors Committee, Wells Fargo
and Wayzata for a fair allocation of the Debtors' remaining
assets.  Wayzata holds a substantial majority of the Debtors'
Notes.  Among other things, the Settlement provides that proceeds
of the Noteholders' Collateral will be used to pay certain
administrative expenses.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

The U.S. appointed a three-member official committee of
unsecured creditors represented by Farrell Fritz, P.C.
PricewaterhouseCoopers LLP serves as the Committee's
Financial advisors.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, previously sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.


METRO AFFILIATES: Plan Solicitation Exclusivity Extended to Aug. 6
------------------------------------------------------------------
Metro Affiliates, Inc. obtained a court order extending the period
of time during which it alone holds the right to file a plan to
exit Chapter 11 protection.

The order signed by Judge Sean Lane of U.S. Bankruptcy Court for
the Southern District of New York extended the company's exclusive
right to file a plan to July 7, and to solicit votes from
creditors to August 6.

The extension would prevent others from filing rival plans in
court and maintain the company's control over its bankruptcy case.

Metro Affiliate's lawyer Lisa Beckerman Esq., at Akin Gump Strauss
Hauer & Feld LLP, in New York, said the extension would allow the
company "to obtain confirmation of the plan and address any
solicitation issues before exclusivity expires again."

Metro Affiliates' original exclusivity period ended on May 5.
Earlier, the company, together with its official committee of
unsecured creditors, sought to schedule a hearing on the
confirmation of its proposed liquidating plan in early June.

The plan filed on March 31 calls for the liquidation of
substantially all of the remaining property of the estates of
Metro Affiliates and its subsidiaries.

The liquidating plan also embodies a global settlement among Metro
Affiliates, the unsecured creditors' committee, Wells Fargo Bank
and Wayzata Investment Partners for a fair allocation of the
company's remaining assets.

                      About Metro Affiliates

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).  The
case is assigned to Judge Sean Lane.  In its schedules, Metro
Affiliates disclosed $14,438,351 in total assets and $163,562,007
total liabilities.

Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, D.C., represent the Debtors.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

The Joint Chapter 11 Plan of Liquidation filed by Metro
Affiliates, Inc. and its debtor affiliates embodies a global
settlement among the Debtors, the Creditors Committee, Wells Fargo
and Wayzata for a fair allocation of the Debtors' remaining
assets.  Wayzata holds a substantial majority of the Debtors'
Notes.  Among other things, the Settlement provides that proceeds
of the Noteholders' Collateral will be used to pay certain
administrative expenses.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

The U.S. appointed a three-member official committee of
unsecured creditors represented by Farrell Fritz, P.C.
PricewaterhouseCoopers LLP serves as the Committee's
Financial advisors.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, previously sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.


METRO AFFILIATES: Gets Approval to Hire LCS&Z as Accountant
-----------------------------------------------------------
Metro Affiliates, Inc. received approval from U.S. Bankruptcy
Judge Sean Lane to hire LCS&Z as its certified public accountant.

LCS&Z will provide the company and its affiliated debtors with
these advisory services:

     (a) work with Metro Affiliates, its  advisors and personnel
         to develop a process to terminate its proposed
         liquidating plan in accordance with the rules and
         regulations of the U.S. Department of Labor;

     (b) send detailed requests for information to Metro
         Affiliates, Advantage Benefits Consultants (third party
         administrator) and Withum Smith & Brown, PC., the
         company's previous CPA firm, following a review of the
         applicable plan documents;

     (c) identify whether there are any plan operational,
         reporting and fiduciary failures that should be corrected
         as a condition to the plan's termination in accordance
         with Employee Retirement Income Security Act of 1974 and
         the U.S. Internal Revenue Code of 1986, as amended;

     (d) work to remedy any failures that exist, including
         completing required reports and audits, as applicable,
         and if it is determined that reports or audits cannot be
         completed in accordance with professional standards or
         that failures cannot be corrected in accordance with
         established DOL or Internal Revenue Service procedures,
         as applicable, create with the company a customized
         proposal of such procedures;

     (e) assist Metro Affiliates in implementing any proposal
         agreed upon by the DOL and the company; and

     (f) prepare and submit a report listing the procedures
         performed and the findings therefrom.

The fixed fee for the firm's services is $13,750.  Unless the
parties otherwise agree to a flat fee, which is subject to court
approval, the services will be billed at these rates: (i) Jeffrey
Klahr at $210 per hour; (ii) senior partners at $265 per hour; and
(iii) other professionals from $90 to $120 per hour.

Metro Affiliates will also pay the firm's work-related expense.

LCS&Z has not represented any party in connection with matters
relating to Metro Affiliates and will not represent other entities
in matters relating to the company's case, according to a
declaration by Jeffrey Klahr, a partner of LCS&Z.

                      About Metro Affiliates

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).  The
case is assigned to Judge Sean Lane.  In its schedules, Metro
Affiliates disclosed $14,438,351 in total assets and $163,562,007
total liabilities.

Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, D.C., represent the Debtors.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

The Joint Chapter 11 Plan of Liquidation filed by Metro
Affiliates, Inc. and its debtor affiliates embodies a global
settlement among the Debtors, the Creditors Committee, Wells Fargo
and Wayzata for a fair allocation of the Debtors' remaining
assets.  Wayzata holds a substantial majority of the Debtors'
Notes.  Among other things, the Settlement provides that proceeds
of the Noteholders' Collateral will be used to pay certain
administrative expenses.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

The U.S. appointed a three-member official committee of
unsecured creditors represented by Farrell Fritz, P.C.
PricewaterhouseCoopers LLP serves as the Committee's
Financial advisors.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, previously sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.


METRO AFFILIATES: Gets Approval to Hire C.E. Walters as Broker
--------------------------------------------------------------
U.S. Bankruptcy Judge Sean Lane approved the application of Metro
Affiliates Inc. and its affiliated debtors to hire C.E. Walters &
Associates, Inc. as broker for their telecommunications assets.

C.E. Walters will provide the companies with these services:

     (a) act as the exclusive agent for the sale of the
         telecommunications assets to industry buyers identified
         by the firm;

     (b) discuss, as required, historical financial and
         operational information about the telecommunications
         assets to prospective buyers;

     (c) assist Metro Affiliates in negotiating terms and
         conditions of such sales; and

     (d) work with the companies and their advisors in
         establishing the guidelines for the structure of such
         sales.

The total professional fee payable to C.E. Walters for its
services will be 8% of gross sale proceeds.  Metro Affiliates will
also reimburse the firm for its work-related expenses.

Charles Walters, president of C.E. Walters, said in a declaration
that his firm has not represented any party in connection with
matters relating to Metro Affiliates' bankruptcy case.

                      About Metro Affiliates

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).  The
case is assigned to Judge Sean Lane.  In its schedules, Metro
Affiliates disclosed $14,438,351 in total assets and $163,562,007
total liabilities.

Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, D.C., represent the Debtors.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

The Joint Chapter 11 Plan of Liquidation filed by Metro
Affiliates, Inc. and its debtor affiliates embodies a global
settlement among the Debtors, the Creditors Committee, Wells Fargo
and Wayzata for a fair allocation of the Debtors' remaining
assets.  Wayzata holds a substantial majority of the Debtors'
Notes.  Among other things, the Settlement provides that proceeds
of the Noteholders' Collateral will be used to pay certain
administrative expenses.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

The U.S. appointed a three-member official committee of
unsecured creditors represented by Farrell Fritz, P.C.
PricewaterhouseCoopers LLP serves as the Committee's
Financial advisors.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, previously sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.


MF GLOBAL: Corzine's Lawyers Go Unpaid for a Year
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jon Corzine and 13 other former officers and
directors of MF Global Holdings Ltd., the liquidated commodities
broker, are pleading with a bankruptcy judge to permit the payment
of defense lawyers who haven't been paid since February 2013.

According to the report, Corzine and his colleagues need the
lawyers because they were sued numerous times after MF Global
mishandled $1.6 billion in customer funds and ended up in
bankruptcy along with its brokerage unit in October 2011.

U.S. Bankruptcy Judge Martin Glenn imposed what he called a soft
cap and allowed the MF Global officers to use $30 million from a
directors'-and-officers' insurance policy, the report related.
Creditor Sapere Wealth Management LLC appealed, saying the entire
policy should have been used to cover customer losses, the report
further related.

Sapere lost in federal district court and appealed to the U.S.
Court of Appeals in Manhattan, the report added.  The case was
argued in November, and the parties are awaiting a decision.


MFM DELAWARE: Settlement Resolving Mallard, DCP Claims Okayed
-------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware has approved the settlement between debtors
MFM Delaware Inc. and MFM Industries, Inc., Elliott Mallard, DCP
Investors LLC, and DCP Holdings LLC, with respect to, inter alia,
certain claims of Mallard against the Debtors.

Pursuant to the Settlement Agreement, the Debtors have agreed to
release Mr. Mallard from liability for any claims existing on the
effective date of the Settlement Agreement, including claims
arising under Chapter 5 of the Bankruptcy Code.  The DCP Entities
have agreed to release Mr. Mallard from any claims arising from
that certain promissory note executed on Oct. 7, 2008.  Mr.
Mallard will provide a full release to the Debtors and the DCP
Entities as to any claims existing on the effective date of the
Settlement Agreement.

A copy of the Settlement Agreement is available for free at:

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

Prior to the commencement of the Bankruptcy Cases, Mr. Mallard
served as the President and Chief Executive Officer of the Debtors
and their affiliates.  Pursuant to a Nov. 20, 2012 agreement, Mr.
Mallard resigned as President and CEO and agreed to become Chief
Scientist and Business Improvement Officer from Dec. 2, 2012,
through June 1, 2013.  MFM Industries agreed, pursuant to the
November 2012 Agreement, to "assume all obligations associated
with" the Note in favor of DCP or its successors.  On Jan. 25,
2013, the Debtors and their affiliates terminated Mr. Mallard's
employment, entering into a certain separation agreement with Mr.
Mallard, under which the companies agreed to pay Mr. Mallard
severance pay in the amount of $4,542 per week for 39 weeks.

Following the execution of the Separation Agreement, MFM
Industries paid Mr. Mallard on account of the Debtors and their
affiliates' obligations under the Separation Agreement
approximately $68,130, approximately $59,000 of which was paid by
checks dated within 90 days of the Petition Date and all of which
was paid by checks dated within one year of the Petition Date.

On Sept. 18, 2013, Mr. Mallard filed a proof of claim in the Court
against MFM Industries for $109,008, which represented the
payments remaining under the Separation Agreement.  On Feb. 3,
2014, the Debtors objected to that Claim on the basis that the
Separation Agreement was an obligation between Mr. Mallard and all
five entities for whom Mr. Mallard served as president and CEO and
that, prior to the Petition Date, MFM Industries had more than
satisfied its portion of the obligation by making $68,130 in
payments.  MFM Industries further noted that the Separation
Agreement was executed just four months prior to the filing of MFM
Industries' bankruptcy petition and granted Mr. Mallard the right
to receive severance pay, an obligation which MFM Industries was
not obligated under any agreement or company policy to incur; that
MFM Industries did not receive reasonably equivalent value in
exchange for doing so; and that the payments made thereunder
constituted avoidable and recoverable transfers.

Mr. Mallard made an informal response, in which he asserted that
the Separation Agreement does not apportion liability for the
payments and, therefore, he may recover the entire obligation from
any one of the signatories.  He further noted that the parties'
intent was not that MFM Limestone, LLC, Waverly Minerals, Inc.,
and Georgia Clay Mining, LLC, would be liable for payment of a
portion of the payments owed under the Separation Agreement, but
that these entities, which were not operating at that time, were
included as signatories only to provide a full release to Mr.
Mallard.

Following Mr. Mallard's response, the Debtors, the DPC Entities,
and Mr. Mallard participated in arm's length settlement
negotiations and have settled their dispute.

                      About MFM Industries

Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc., sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28, 2013.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The Company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.   Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the Company in 1997.

The Rosner Law Group, LLC and King & Spalding LLP represent the
Debtors.  Pharus Securities, LLC, serves as the Debtors'
investment banker.

The Official Committee of Unsecured Creditors is represented by
Michael J. Barrie, Esq. at Benesch, Friedlander, Coiplan & Aronoff
LLP as its counsel; and Gavin/Solmonese LLC as its financial
advisor.

                               * * *

U.S. Bankruptcy Judge Peter J. Walsh issued an order on April 30,
2014, approving and confirming the Amended Chapter 11 Plan of MFM
Delaware Inc. and MFM Industries, Inc.


MI PUEBLO: Preparing for Asset Sale if Plan Won't Be Approved
-------------------------------------------------------------
Nathan Donato-Weinstein, writing for Silicon Valley Business
Journal, reported that Hispanic grocery chain Mi Pueblo told a
bankruptcy judge last week it may need to file motions seeking
authorization to sell off the company's assets should its plans
not be confirmed at the hearing on May 14.

Mi Pueblo's plan of reorganization, which was filed April 15,
relies on a major cash infusion from New York-based private equity
firm Victory Park Capital to keep stores operating.  According to
a Business Journal report in April, the salient terms of the Plan
include:

     -- Mi Pueblo won't close any stores, at least immediately.

     -- unsecured creditors' claims, including those by food
        suppliers, will be entitled to a share of $100,000.
        Collectively, they are owed more than $8 million.

     -- Mi Pueblo and its bankrupt real estate and check-cashing
        arm, Cha Cha Enterprises, will receive a total of $56
        million in exit financing from private equity firm Victory
        Park Capital. In a complicated transaction, Victory Park
        will provide $31.5 million to Mi Pueblo and $24.5 million
        to Cha Cha.  In exchange, Victory Park will gain a
        security interest in all the assets of both companies,
        entitling Victory Park to a first-priority right to take
        them over should Mi Pueblo be unable to repay the loans.
        Victory Park will also receive a 50% equity stake in
        Mi Pueblo.  Cha Cha will take the other 50% interest,
        contributing assets such as its check-cashing business
        and releasing a claim against Mi Pueblo for various
        loans over the years worth about $14 million.

That report noted Mi Pueblo must post a $7.5 million letter of
credit to support its worker's compensation insurance policy by
June.  According to the report, attorneys for Mi Pueblo said in
court papers the "continuation of Mi Pueblo's Chapter 11 Case,
particularly if the plan is not approved by May 30, 2014, could
result in a cessation of operations due to an inability to
maintain Workers' Compensation Insurance."  They said that,
"Without the exit Financing and New Money Commitment, Mi Pueblo
does not have the full $7.5 million needed to collateralize the
letter of credit required by Mi Pueblo's insurer on June 1, 2014."

"The Debtor, Cha Cha, and (financial adviser) Piper Jaffray & Co.
believe that the new capital infusions described above is
currently the best measure of the Debtor's value, best maximizes
the value of the Debtor's estate, and provides Mi Pueblo and Cha
Cha with the best chances of a successful reorganization,"
attorneys for Mi Pueblo said.

Last week, Business Journal reported that about 30 creditors, with
claims totaling more than $6 million, have objected to the Plan's
confirmation and have the right to demand full payment in cash.
The Company's trade creditors, mostly suppliers, have told the
Court they have not had enough time to review the plan and a
proposed schedule that spreads out repayment over time.

Last week, Mi Pueblo filed papers saying it continues to work with
trade partners, but it needs to prepare for a so-called "363 asset
sale," which it considers the "next best alternative" to Plan
confirmation.  A 363 sale allows Mi Pueblo to sell assets, free
and clear of all liens, in an auction format.

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., a chain of 21 Hispanic grocery stores,
filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 13-53893)
in San Jose, on July 22, 2013.  An affiliate, Cha Cha Enterprises,
LLC, the real estate and check-cashing arm, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

Mi Pueblo began in 1991 and was founded by Juvenal Chavez.  In its
amended schedules, Mi Pueblo disclosed $61,577,296 in assets and
$68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

Cha Cha is represented by Sacramento-based Felderstein Fitzgerald
Willoughby & Pascuzzi LLP.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MISSION NEW ENERGY: Reports Beneficial Holders of Ordinary Shares
-----------------------------------------------------------------
Mission New Energy Ltd. filed with the U.S. Securities and
Exchange Commission a Form 603 "Notice of Initial Substantial
Holder", disclosing that the follwing entities became substantial
holders of the Company's securities as of April 30, 2014.


                          Class of       Number of
       Holder             Securities    Securities
       ----------------   ----------    ----------
       Karisma Integrasi  Ordinary       5,000,000
       Sdn Bhd            Shares

       Kajaintharan       Ordinary       5,000,000
       Sithambaran        Shares

       Muralidhar Menon   Ordinary       5,000,000
                          Shares

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

                         http://is.gd/9Mux2T

                       About Mission NewEnergy

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

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

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

The Company's balance sheet at Dec. 31, 2013, showed $4.92 million
in total assets, $13.96 million in total liabilities and a $9.04
million total deficiency.

Mission NewEnergy disclosed net profit of A$10.05 million on
A$8.41 million of total revenue for the year ended June 30, 2013,
as compared with a net loss of A$6.19 million on A$38.20 million
of total revenue during the prior fiscal year.

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


MOBILICITY: Canada Wants Telus to Abandon Acquisition Pursuit
-------------------------------------------------------------
The Canadian government is prepared to cut Telus Corp. out of a
valuable auction of cellular frequencies if the big wireless
player doesn't abandon repeated attempts to acquire spectrum that
was set aside for new entrants, citing the Globe and Mail
reported, citing government sources.

The Daily Bankruptcy Review, citing Globe and Mail, said this
warning of unprecedented action is evidence tensions between the
federal government and major telecom players are nearing a
breaking point.  Relations between the Conservative government and
the Big Three incumbent carriers have eroded in recent years over
the manner in which the Tories have tried to inject more
competition into the wireless industry, the report said.

Alastair Sharp, writing for Reuters, reported that if Telus Corp.
hopes to press its advantage in an upcoming auction of wireless
airwaves, the Canadian telecom may need to abandon its plan to
snatch a floundering rival out of creditor protection and back
away from a nasty fight with the government.

Canada's Conservative government has aggressively opposed the
carrier's expansion plans, which Ottawa sees as a challenge to its
policy of encouraging more competition in an industry dominated
for years by Telus and its two main rivals, BCE Inc., and Rogers
Communications Inc., the Reuters report related.  In effect,
Ottawa has warned the entire industry that it will not tolerate
any move that could interfere with its initiative, Reuters further
related.

The government has already blocked two previous bids by Telus to
swallow Mobilicity, a low-cost carrier that owns valuable spectrum
assets, the report added.  The third attempt, a C$350 million
($317 million) bid, was announced late last week by Mobilicity and
its court-appointed monitor.

                 About Mobilicity (DAVE Wireless)

Mobilicity -- http://www.mobilicity.ca/-- Canada's smart mobile
carrier, was created to bring down the cost of wireless with
unlimited talk, text and data plans, affordable North American
coverage, plus popular handsets and smartphones -- without locking
customers into contracts or charging extra or hidden fees.  It was
formerly known as Data & Audio-Visual Enterprises Wireless Inc.
(DAVE Wireless).


MOMENTIVE PERFORMANCE: Meeting of Creditors Set for June 16
-----------------------------------------------------------
A meeting of creditors of Momentive Performance Materials Inc. and
its affiliated debtors is set to be held on June 16, at 1:00 p.m.
(Eastern time) at 80 Broad Street, 4th Floor, in New York.

The company's representative must be present at the meeting to be
questioned under oath by the trustee and by creditors.  Creditors
are welcome to attend but are not required to do so.

The meeting, which is required under Section 341(a) of the
Bankruptcy Code, offers creditors a one-time opportunity to
examine a company's representative under oath about its financial
affairs and operations that would be of interest to the general
body of creditors.

                   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 MPM Silicones LLC
and affiliated debtors.


MOMENTIVE PERFORMANCE: U.S. Trustee Appoints New Committee Member
-----------------------------------------------------------------
Unimin Corp. has been appointed to the official committee of
unsecured creditors in the Chapter 11 cases of Momentive
Performance Materials Inc. and its affiliated debtors.

The U.S. Trustee for Region 2 appointed the Connecticut-based
company to replace Globe Specialty Metals, which was appointed on
April 22 to serve on the six-member committee.

The unsecured creditors' committee is now composed of:

     1. US Bank National Association, as Indenture Trustee
        Global Corporate Trust Services
        100 Wall Street, Suite 1600
        New York, New York 10005
        Attention: James E. Murphy, Vice President
        Telephone: (212) 951-8529
        Email: James.Murphy3@usbank.com

     2. BlueMountain Credit Alternatives Master Fund L.P.
        280 Park Avenue ? 12th Floor
        New York, New York 10017
        Attention: Mark P. Kronfeld, Managing Director
        Telephone: (212) 905-2186
        Email: mkronfeld@bmcm.com

     3. Aurelius Capital Partners, LP
        535 Madison Avenue ? 22nd Floor
        New York, New York 10022
        Attention: Dan Gropper
        Telephone: (646) 445-6570
        Email: dgropper@aurelius-capital.com

     4. Unimin Corporation
        258 Elm Street
        New Canaan, Connecticut 06840
        Attention: Chris Goodwin, Manager Credit & Collections
        Telephone: (203) 966-8880 Ext 244
        Email: CGoodwin@unimin.com

     5. Fischback USA Inc.
        900 Peterson Drive
        Elizabethtown, Kentucky 42701
        Attention: Kirk Chadwick
        Telephone: (270) 505-1243
        Email: kirk.chadwick@fi-usa.com

     6. Pension Benefit Guaranty Corporation
        1200 K Street, N.W.
        Washington, D.C. 20005
        Attention: Christopher Gran
        Telephone: (202) 326-4070, ext. 3405
        Email: Gran.Christopher@pbgc.gov

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the debtors'
expense. They may investigate the debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                   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 six members to serve on
the Official Committee of Unsecured Creditors of MPM Silicones LLC
and affiliated debtors.



MONTREAL MAINE: $15MM Sale to Fortress Unit to Close Today
----------------------------------------------------------
The Associated Press reported that Chapter 11 trustee Robert Keach
has said the $15.85 million sale of Montreal, Maine and Atlantic
Railway to a subsidiary of New York-based Fortress Investment
Group will close on May 15.  A bankruptcy judge gave permission to
delay a separate Canadian transaction, allowing a few more days
for the buyer to receive a certificate of fitness from the
Canadian government.  The AP said the buyer plans to change the
railroad's name to Central Maine and Quebec Railway.  The company
said it hopes to recapture lost business but has no plans to try
to bring back oil shipments.

                       About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq.,
and D. Sam Anderson, Esq.  Development Specialists, Inc., serves
as the Chapter 11 trustee's financial advisor.  Gordian Group,
LLC, serves as the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.  MM&A Canada is represented by
Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by:
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.  The Fortress unit is represented by Terence M.
Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75% of the $25 million in
available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25% would be earmarked for claimants seeking compensation
for property that was damaged when much of the town burned.
Former U.S. Senator George Mitchell, a Democrat who represented
Maine in the U.S. Senate from 1980 to 1995 and who is now chairman
emeritus of law firm DLA Piper LLP, would administer the plan and
lead the effort to wrap up MM&A's Chapter 11 bankruptcy.

As reported by the Troubled Company Reporter on April 3, 2014,
Judge Kornreich ruled that the unofficial committee of wrongful
death claimants and its counsel have failed to comply with Rule
2019 of the Federal Rules of Bankruptcy Procedure, and as a result
of that failure, the Unofficial Committee and its counsel will not
be heard on any pending matter in the case.

As reported by the TCR on April 11, 2014, Judge Kornreich rejected
the disclosure statement for the Plan filed by the ad hoc group of
wrongful-death claimants, holding that the Plan is flawed and
unconfirmable.


MT. GOX: Creditors Propose Plan and Class Settlement
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Mt. Gox creditors are using a class-action lawsuit in
Chicago as the springboard for proposing a reorganization of the
bitcoin exchange to be implemented through a pending bankruptcy in
Japan.

According to Bloomberg, in a filing on April 28 in federal
district court, the plaintiffs laid out a proposed settlement for
Mt. Gox's 200,000 bitcoins, said to be worth $116 million, to be
distributed to creditors through the Japanese bankruptcy.

Creditors in addition would be given 16.5 percent ownership of
reorganized Mt. Gox, Bloomberg related.  Proponents of the
settlement say it has the "potential" for paying creditors in
full.  The reorganized company would continue lawsuits against
those who don't settle, including founder Mark Karpeles, Bloomberg
further related.

Law360 reported that creditors in a pair of proposed class actions
against Mt. Gox have reached an agreement to back a bid by U.S.
investors to revive the collapsed bitcoin exchange, according to
documents filed in Illinois federal court.

In what attorneys called "an extraordinary turn of events," the
two groups of American and Canadian investors emerged from a
weeklong mediation session with the tentative deal, which would
turn over control of Mt. Gox to a group known as Sunlot Holdings,
the Law360 report added.

Mt. Gox has abandoned its plans to seek civil rehabilitation under
bankruptcy protection and is moving forward with plans for
liquidation in Tokyo bankruptcy court, the company said, according
to Law360.

The class suit in Chicago is Greene v. MtGox Inc., 14-cv-01437,
U.S. District Court, Northern District of Illinois (Chicago).

                          About Mt. Gox

Bitcoin exchange MtGox Co., Ltd., filed a petition under Chapter
15 of the U.S. Bankruptcy Code on March 9, 2014, days after the
company sought bankruptcy protection in Japan.  The bankruptcy in
Japan came after the bitcoin exchange lost 850,000 bitcoins valued
at about $475 million "disappeared."

The Japanese bitcoin exchange that halted trading in February
2014. It filed for bankruptcy protection in the U.S. to prevent
customers from targeting the cash it holds in U.S. bank accounts.

The Chapter 15 case is In re MtGox Co., Ltd., Case No. 14-31229
(Bankr. N.D. Tex.).  The Chapter 15 Petitioner is Robert Marie
Mark Karpeles, the company's chief executive officer.  Mr.
Karpeles is represented by John E. Mitchell, Esq., and David
William Parham, Esq., at BAKER & MCCKENZIE LLP, in Dallas, Texas.

The company said it has estimated assets of $10 million to $50
million and debts of $50 million to $100 million.


NEC HOLDINGS: Linde Seeks OK For $1.75MM Cleanup Settlement
-----------------------------------------------------------
Law360 reported that Linde LLC asked a New Jersey federal judge to
approve a settlement in which it would pay $1.75 million to the
state and National Envelope Corp.'s bankruptcy trustee to end a
dispute over cleanup costs for a contaminated manufacturing
facility.

According to the report, attorneys for Linde said in a brief in
support of its motion to approve a consent order that the parties
in January obtained the required bankruptcy court approval of the
deal, in which the New Jersey Department of Environmental
Protection would receive $1 million.

NEC, which sold nearly all of its assets to The Gores Group LLC in
2010, contended in a 2011 complaint in Delaware bankruptcy court
that Linde had refused to accept liability for the hazardous
substances and declined offers to cooperate, despite the alleged
activities of its predecessors at the site, the report related.

Lead counsel Gary D. Justis, Esq. -- gjustis@justislawfirm.com --
of the Justis Law Firm LLC, who is representing Giuliano, told
Law360 that the remaining $750,000 will go to the bankruptcy
estate and its attorneys.

"After three years of litigation, we felt that we achieved a
settlement that was fair to the debtor and to the state of New
Jersey," Justis said, the report added.

The case is NEC Holdings Corp. v. Linde LLC et al., Case No.
2:11-cv-03457 (D.N.J.).

                    About National Envelope

Uniondale, New York-based National Envelope Corporation was
the largest manufacturer of envelopes in the world with
14 manufacturing facilities and 2 distribution centers and
approximately 3,500 employees in the U.S. and Canada.

NEC Holdings Corp., together with affiliates, including National
Envelope Inc., filed for Chapter 11 (Bankr. D. Del. Lead Case No.
10-11890) on June 10, 2010.  Kara Hammond Coyle, Esq., at Young
Conaway Stargatt & Taylor LLP, served as bankruptcy counsel to the
Debtors.  David S. Heller, Esq., at Josef S. Athanas, Esq., and
Stephen R. Tetro II, Esq., at Latham & Watkins LLP, served as
co-counsel.  The Garden City Group is the claims and notice agent.
Bradford J. Sandler, Esq., and Robert J. Feinstein, Esq., at
Pachuiski Stang Ziehl & Jones LLP, represented the Official
Committee of Unsecured Creditors.  Morgan Joseph & Co., Inc.,
served as the financial advisor to the Committee.  NEC Holdings
estimated assets and debts of $100 million to $500 million in its
Chapter 11 petition.

In September 2010, National Envelope's key assets were bought in
a roughly $208 million deal by The Gores Group LLC, a West Coast
private equity firm that manages about $2.9 billion of capital.

Judge Peter J. Walsh on Dec. 12, 2011, approved NEC Holdings'
request to convert its Chapter 11 case into a full liquidation.
Judge Walsh approved NEC's October request to liquidate the
remainder of its assets, which the company said was necessary
because it was quickly running out of cash to cover the remaining
claims against it, including the cleanup of a New Jersey
manufacturing site.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.  The company disclosed
liabilities including $148.4 million in secured debt, with $37.5
million owing on a revolving credit and $15.6 million on a secured
term loan.  There is a $55.7 million second-lien debt 82 percent
held by a Gores Group LLC affiliate.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the new Chapter 11 case, the company has tapped the law firm
Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP
as financial adviser, and Epiq Bankruptcy Solutions as claims and
notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.


NEOMEDIA TECHNOLOGIES: Closes Merger Agreement with Unit
--------------------------------------------------------
NeoMedia Technologies, Inc., on May 11, 2014, completed its merger
with Qode Services Corporation, its wholly owned subsidiary.  Upon
the completion of the Merger and among other things effected
thereby:

    (a) the amount of authorized shares of Company common stock
        increased from 5,000,000,000 to 7,500,000,000 shares;

    (b) each share of Preferred Stock issued and outstanding
        immediately prior to the completion of the Merger
        continued to remain outstanding as one share of Preferred
        Stock of the Company as the surviving corporation; and

    (c) each fifteen (15) shares of Company common stock issued
        and outstanding were combined and reclassified into one
       (1) share of Company common stock with no par value.

                     About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.

NeoMedia reported a net loss of $214.11 million in 2013, as
compared with a net loss of $19.38 million in 2012.

Kingery & Crouse, P.A., in Tampa, FL, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations, has
significant working capital and shareholder deficits and may have
ongoing requirements for additional capital investment.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


NEONODE INC: Incurs $4 Million Net Loss in First Quarter
--------------------------------------------------------
Neonode Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $4 million on $1.01 million of net revenues for the three
months ended March 31, 2014, as compared with a net loss of $3.57
million on $548,000 of net revenues for the same period during the
prior year.

As of March 31, 2014, the Company had $8.78 million in total
assets, $5.30 million in total liabilities and $3.48 million in
total stockholders' equity.  Cash totaled $6.2 million at
March 31, 2014, compared to $8.8 million at Dec. 31, 2013.

"The ramp of our Tier One OEM's printer business is in line with
our expectations.  I'm truly impressed by the great work they made
in integrating zForce(R) in their products -- it really shows many
of the strengths and advantages of our technology," said Neonode
CEO Thomas Eriksson.

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

                        http://is.gd/N4pPcv

On May 9, 2014, Neonode entered into a securities purchase
agreement with an accredited institutional accredited investor
pursuant to which Neonode agreed to issue 2,500,000 shares of
Neonode's common stock at a price of $4.00 per share and a warrant
for an aggregate purchase price of $10,000,000 in gross proceeds.
Full exercise of the Investor Warrant will result in Neonode
receiving an additional $10,000,000 in gross proceeds.  Closing of
the investment transaction pursuant to the Purchase Agreement is
expected to occur by May 15, 2014, and is subject to certain
closing conditions.

In connection with Purchase Agreement, Neonode also agreed to a
Registration Rights Agreement pursuant to which Neonode expects to
file a registration statement with the SEC relating to the offer
and sale by the holder of the Investor Shares and the shares of
common stock issuable upon exercise of the Investor Warrant.

Under the terms of the Investor Warrant, the holder is entitled to
exercise the Investor Warrant to purchase up to an aggregate of
1,964,636 shares of Neonode's common stock at an exercise price of
$5.09 per share for a period of 18 months from the issuance date.
The holder may exercise the Investor Warrant in whole or in part.
The terms of the Investor Warrant require that exercise may only
be for cash and not a cashless basis unless, after a period of six
months from closing, the Investor Warrant Shares are not subject
to a registration statement or there has been a failure to main
the effective registration of the Investor Shares by Neonode.
The exercise price of the Investor Warrant is subject to
adjustment for stock splits, stock dividends, recapitalizations,
and similar transactions and certain "fundamental events" and
"stock combination events" as provided for in the terms of the
Investor Warrant.

In connection with the sale of the Investor Shares, Neonode has
agreed to pay a fee to a placement agent of $600,000, and has
further agreed to pay a fee to the placement agent of up to
$600,000 in connection with exercises of the Investor Warrant.  In
addition, Neonode has agreed to issue to the placement agent a
warrant, subject to the same terms as the Investor Warrant, to
acquire 117,879 shares of Neonode common stock.  The placement
agent's warrant is not subject to the Registration Rights
Agreement.

                         About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.

Neonode reported a net loss of $13.08 million in 2013, a net loss
of $9.28 million in 2012 and a net loss of $17.14 million in 2011.


NII HOLDINGS: Incurs $376 Million Net Loss in First Quarter
-----------------------------------------------------------
NII Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $376.07 million on $970.21 million of operating revenues for
the three months ended March 31, 2014, as compared with a net loss
of $207.50 million on $1.33 billion of operating revenues for the
same period last year.

As of March 31, 2014, the Company had $8.18 billion in total
assets, $8.19 billion in total liabilities and a $8.76 million
total stockholders' deficit.

"Our focus for 2014 is to drive better operational and financial
results by stabilizing our operations in Mexico and investing in
subscriber growth in Brazil," said Steve Shindler, NII Holdings'
chief executive officer.  "Our 3G net subscriber additions in
Brazil more than doubled this quarter from the fourth quarter of
2013, but were not enough to offset the continued subscriber
losses in Mexico.  We continue to believe that our focus on our
core markets in Brazil and Mexico and our high quality networks,
combined with aggressive rate plan offers and an increasing
portfolio of smartphones, position us to attract customers and
improve our results over the long term."

                          Bankruptcy Warning

"We believe we are currently in compliance with the requirements
under all of our financing arrangements, including the indentures
for our senior notes, our equipment financing facilities and our
local bank financing agreements.  In light of the probability
that, absent a waiver or amendment, we will be unable to meet the
financial covenants in the equipment financing facilities and the
local bank financing agreements as of the next compliance date,
there is no guarantee that the lender of our equipment financing
facilities will continue to fund additional requests under these
facilities.  In addition, a holder of more than 25% of our 8.875%
senior notes, issued by NII Capital Corp. and due December 15,
2019, has provided a notice of default in connection with these
notes.  We believe that the allegations contained in the notice
are without merit.

"If we are unable to meet our debt service obligations or to
comply with our other obligations under our existing financing
arrangements:

   * the holders of our debt could declare all outstanding
     principal and interest to be due and payable;

   * the holders of our secured debt could commence foreclosure
     proceedings against our assets;

   * we could be forced into bankruptcy or liquidation; and

   * debt and equity holders could lose all or part of their
     investment in us," the Company said in the Quarterly Report.

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

                         http://is.gd/mEZzxZ

                          About NII Holdings

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

                             *   *    *

As reported by the TCR on March 5, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on Reston, Va.-based
wireless carrier NII Holdings Inc. (NII) to 'CCC' from 'CCC+'.
"The downgrade follows the company's poor fourth-quarter 2013
results that were below our expectations, and its disclosure that
its auditors have uncertainty about the company's ability to
continue as a going concern," said Standard & Poor's credit
analyst Allyn Arden.

The TCR also reported on March 5, 2014, that Moody's Investors
Service downgraded the corporate family rating (CFR) of NII
Holdings Inc. ("NII" or "the company") to Caa1 from B3.  The
downgrade reflects the company's poor 2013 operating performance
and the risk that the company will violate the covenants governing
its Mexican and Brazilian subsidiary debt, which could trigger an
event of default for up to $4.4 billion of debt issued by
intermediate holding companies NII Capital Corp. and NII
International Telecom S.C.A.


NISKA GAS: Moody's Lowers Corporate Family Rating to 'B2'
---------------------------------------------------------
Moody's Investors Service downgraded Niska Gas Storage Partners
LLC's Corporate Family Rating (CFR) to B2 from B1, Probability of
Default Rating (PDR) to B2-PD from B1-PD, and its senior unsecured
notes rating to B3 from B2. A Speculative Grade Liquidity rating
of SGL-3 was affirmed. The rating outlook remains stable.

"The downgrade reflects the sharply lower EBITDA and related
increase in debt to EBITDA above 6x for fiscal year 2015 that
results from a further compression in natural gas summer-winter
spreads", said Paresh Chari, Moody's Analyst. "We believe that
leverage will remain elevated as the company awaits an improvement
in storage spreads, and continues to pay a common dividend,
leaving little possibility of further debt reduction."

Downgrades:

Issuer: Niska Gas Storage Canada ULC

  Senior Unsecured Regular Bond/Debenture, Downgraded to B3 (70-
  LGD5) from B2 (70-LGD5)

Issuer: Niska Gas Storage Partners LLC

  Corporate Family Rating, Downgraded to B2 from B1

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

Affirmations:

Issuer: Niska Gas Storage Partners LLC

  Speculative Grade Liquidity Rating, Affirmed SGL-3

Outlook Actions:

Issuer: Niska Gas Storage Canada ULC

  Outlook, Remains Stable

Issuer: Niska Gas Storage Partners LLC

  Outlook, Remains Stable

Ratings Rationale

Niska's B2 CFR is driven by high leverage, cash flow volatility
from its natural gas arbitrage business, large distributions to
shareholders, a weak natural gas spread environment, and a limited
(55%) amount of revenue coming from fee-based contracts. The
rating recognizes that Niska has historically not lost money on
its arbitrage business, even though recent cash flow has been
materially reduced due to a narrowing of the price of summer gas
purchased versus the winter gas sold. Niska's storage locations
are also strategically important to the natural gas industry.

In accordance with Moody's Loss Given Default methodology, the
$575 million senior unsecured notes are rated one notch below the
B2 CFR because of the existence of the prior-ranking $400 million
senior secured revolver.

The SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity through the end of fiscal year 2015. At May 8, 2014,
Niska had minimal cash and $250 million available, after $150
million in letters of credit, under its $400 million senior
secured borrowing base revolver, which matures in 2016. The
revolver is available in the amount of $200 million each to AECO
Gas Storage Partnership and Niska Gas Storage US, LLC. Moody's
expect positive free cash flow of about $15 million through
FY2015. Moody's expect Niska to remain compliant with the fixed
charge coverage ratio (1.1x) under its revolver that governs the
ability to draw more than 85% of the revolver commitment through
this period. The company has no major debt maturities. Niska has
little in the way of non-core assets that could be sold.

The stable outlook assumes that the compression in summer-winter
spreads has bottomed and adjusted EBITDA will remain at around
$115 million, including $11 million of Moody's standard
adjustments, and that third-party term contracts continue to
comprise about 75% of natural gas storage capacity.

The rating could be upgraded if debt to EBITDA, when inventory
borrowings are low, is likely to be sustained below 4.5x. An
upgrade would also be contingent on contracting at least 80% of
storage capacity and if there was a greater reliance on fee-based
contracts for revenue.

The rating could be downgraded if debt to EBITDA, when inventory
borrowings are low, is likely to be sustained above 6.5x. A
consistent reliance on the arbitrage business for more than 30% of
storage capacity or debt funded distributions could also lead to a
downgrade.

Niska is a Calgary, Alberta-based natural gas storage master
limited partnership, which owns approximately 242 billion cubic
feet (Bcf) of storage capacity in depleted natural gas reservoirs.


NORANDA ALUMINUM: S&P Retains 'B' Rating on Term Loan
-----------------------------------------------------
Standard & Poor's Ratings Services said it revised its recovery
rating on Noranda Aluminum Acquisition Corp.'s term loan to '3'
from '4', signaling a modest improvement in projected recovery.
The assessment reflects a reduction in the amount of debt
outstanding under the asset-backed lending facility at default
under S&P's analysis, which ranks higher in priority to the term
loan.  The issue-level rating remains unchanged at 'B'.

Ratings List

Noranda Aluminum Holding Corp.
Corporate Credit Rating               B/Negative/--

Recovery Ratings Revised
                                       To           From

Noranda Aluminum Acquisition Corp.
Term loan                             B            B
  Recovery Rating                      3            4


OPAL ACQUISITION: Add-on Debt No Impact on Moody's B3 CFR
---------------------------------------------------------
Moody's Investors Service said that the proposed $80 million
incremental term loan B of Opal Acquisition, Inc., the indirect
parent of workers' compensation cost-containment services firm,
One Call Medical, Inc. ("One Call") is credit neutral, and does
not currently impact the company's B3 Corporate Family Rating, the
B1 rating on its first lien senior secured credit facilities, Caa2
rating on its senior unsecured notes, or the stable rating
outlook.

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

Headquartered in Jacksonville, Florida, Opal Acquisition, Inc.,
the indirect parent of One Call Medical, Inc., provides cost
containment services related to workers' compensation claims,
acting as an intermediary between healthcare providers, payers and
patients. On a pro forma basis for the merger with Align Networks,
and the recent acquisitions of TechHealth and 3i Corp, Moody's
estimates the combined company generated annualized revenue of
approximately $1.4 billion for the year ended December 31, 2013.


OPTIM ENERGY: Tells Court Bill Gates Is Legitimate Lender
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Cascade Investment LLC, which makes personal
investments for Bill Gates, didn't intentionally undercapitalize
bankrupt power plant owner Optim Energy LLC, according to papers
filed in bankruptcy court opposing a creditor request for
permission to sue on the company's behalf.

According to the report, unsecured creditor Walnut Creek Mining
Co., Optim's sole supplier of coal, alleged that Cascade should be
treated solely as an owner and its $713 million in secured debt
should be recharacterized as equity.

Because a creditor can't sue, Walnut Creek arranged a hearing at
which it will ask permission from the bankruptcy judge in Delaware
to sue in Optim's stead and allege that Gates's investment vehicle
engaged in an "inequitable scheme" through which Cascade
transformed itself "from a mere equity holder to the secured
lender," the report related.

Optim, which filed for Chapter 11 reorganization in February,
answered the allegations, pointing out how the company was formed
in 2007 when the Gates entity invested almost $280 million and a
joint venture partner contributed a $550 million power plant, the
report related.  The bankruptcy seven years later was the result
of "unexpected economic forces," not initial undercapitalization.

Cascade's status as a secured lender wasn't the result of a so-
called loan-to-own scheme, Optim said, the report added.  Rather,
Cascade honored a guarantee given years before and paid off $713
million in bank debt owed to Wells Fargo Bank NA.

                          About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cear
Bayou plants are fueled by natural gas, and the third is coal-
fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

Optim Energy, LLC scheduled $6,948,418 in assets and $716,561,450
in liabilities.  Optim Energy Cedar Bayou 4, LLC, disclosed
$183,694,097 in assets and $717,646,180 in liabilities as of the
Chapter 11 filing.  The Debtors have $713 million of outstanding
principal indebtedness.

On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3,
notified the Bankruptcy Court that she was unable to appoint an
official committee of unsecured creditors in the Debtors' cases.
The U.S. Trustee explained that there were insufficient responses
to her communication/contact for service on the committee.


OVERSEAS SHIPHOLDING: Shareholders Mount Opposition to Ch. 11 Plan
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Overseas Shipholding Group Inc. is in for a fight
with shareholders over ultimate court approval of the
reorganization plan, judging from objections raised over approval
of the disclosure statement explaining the plan.

Because OSG is "solvent," the distribution to shareholders is
"woefully inadequate," stockholders and the official equity
committee said in court filings, the report related.

The official equity committee wants the bankruptcy judge to
conduct a valuation trial and determine the reorganized company's
value, the report further related.  To show solvency, the
committee points to how the combined market value of existing
stock is $184 million, or triple the offer in the plan. They also
note that lenders' debt is trading at 107 cents on the dollar.

In the opinion of the committee, the plan deprives shareholders of
the right to vote because they are in a class with subordinated
creditors, according to the report.  Because the stock is
arbitrarily assigned a $1 a share value for voting purposes,
shareholders' votes are swamped by subordinated creditors, the
committee says.

OSG's $300 million in 8.125 percent senior unsecured notes due in
2018, to be reinstated under the plan, last traded on April 28 for
119 cents on the dollar, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.
They were trading at about par in November and for as little as
18.75 cents on the day of bankruptcy.

OSG's plan caused the stock to drop from its post-bankruptcy high
of $8.99 set on Jan. 30, the Bloomberg report said.  On April 28,
the shares declined 4 cents to close at $5.68 in over-the-counter
trading.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies
in the world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.

An Official Committee of Equity Security Holders also has been
appointed in OSG's case.  Fox Rothschild LLP and Brown Rudnick LLP
serve as co-counsel to Equity Committee.


PANACHE BEVERAGE: Enters Into Forbearance Agreement with Consilium
------------------------------------------------------------------
Panache Beverage Inc. on May 13 disclosed that on May 6, 2014, the
Company was issued a notice of default under the terms of its loan
agreements with Consilium Corporate Recovert Master Fund LTD, the
Company's senior Lender.

The Company is continuing its ongoing cooperation with Consilium
and entered into a forbearance agreement with Consilium whereby
Consilium has agreed to not exercise any of its rights under the
loan agreement for a period ending June 6, 2014.

Additionally, Consilium has released additional funds to Panache
that were previously held in escrow.

Panache continues its business strategy review and has taken
significant strides toward a reduction of overhead, revised sales
strategy and hiring of a new executive team.

                      About Panache Beverage

Panache Beverage, Inc., based in New York, NY, is an alcoholic
beverage company specializing in the development, global sales and
marketing of spirits brands.  The company's expertise lies in the
strategic development and aggressive early growth of its brands
establishing its assets as viable and attractive acquisition
candidates for the major global spirits companies.  Panache
intends to build its brands as individual acquisition candidates
while developing, creating and expanding its portfolio via the
Panache Distillery.  Panache's existing portfolio consists of the
brands:  Wodka Vodka, Alchemia Infused Vodka, Alibi American
Whiskey, Spirytus Vodka, Old South Shine Vodka in addition to the
forthcoming OGB line of spirits.


PANACHE BEVERAGE: Inks Forbearance Agreement with Senior Lender
---------------------------------------------------------------
Panache Beverage Inc., on May 6, 2014, was issued a notice of
default under the terms of its loan agreements with Consilium
Corporate Recovert Master Fund LTD, the Company's senior lender.

The Company is continuing its ongoing cooperation with Consilium
and entered into a forbearance agreement with Consilium whereby
Consilium has agreed to not exercise any of its rights under the
loan agreement for a period ending June 6, 2014.

In addition, the Forbearance Agreement allows the Company to draw
down the remaining $200,000 held in escrow under the Loan
Agreement and provides for an additional $100,000 in funding by
Consilium.  Those funds will be used solely to pay operating costs
set forth in a budget agreed to by the Company and Consilium.

Panache continues its business strategy review and has taken
significant strides toward a reduction of overhead, revised sales
strategy and hiring of a new executive team.

Additional information is available for free at:

                        http://is.gd/v1SG09

A copy of the Forbearance Agreement is available for free at:

                        http://is.gd/GCL724

                      About Panache Beverage

New York-based Panache Beverage, Inc., specializes in the
strategic development and aggressive early growth of spirits
brands establishing its assets as viable and attractive
acquisition candidates for the major global spirits companies.
Panache builds its brands as individual acquisition candidates
while continuing to develop its pipeline of new brands into the
Panache portfolio.

Panache Beverage reported a net loss of $4.58 million in 2013
following a net loss of $3.27 million in 2012.

In their report on the consolidated financial statements for the
year ended Dec. 31, 2013, Silberstein Ungar, PLLC, expressed
substantial doubt about the Company's ability to continue as a
going concern, citing that the Company has limited working capital
and has incurred losses from operations.  Silberstein Ungar also
issued a going-concern qualification following the 2012 results.

The Company's balance sheet at Dec. 31, 2013, showed $7.18 million
in total assets, $14.05 million in total liabilities, and a
stockholders' deficit of $6.87 million.


PARADISE HOSPITALITY: Seeks to Dismiss Chapter 11 Case
------------------------------------------------------
Paradise Hospitality, Inc., filed a motion with the U.S.
Bankruptcy Court seeking to dismiss its chapter 11 case because
due to unanticipated circumstances, the Debtor was unable to
operate its hotel at even break-even under the best Western brand
and reservation system, defaulted on its plan payment, and no
longer has control over its hotel as a receiver was appointed at
the request of RREF WB Acquisitions, LLC.  Therefore, the Debtor
has no prospect of resuming payments under the confirmed chapter
11 plan.

Dismissal of the case is the best for the creditors, the Debtor
argues, because it restores their state-law remedies and may allow
the Debtor an opportunity to formulate a different plan either
inside or outside of bankruptcy protection.

Meanwhile, RREF WB Acquisitions, the senior secured creditor in
this case, filed a motion that any dismissal of this case be
conditioned on a bar which prevents the Debtor from filing another
bankruptcy until completion of RREF's pending foreclosure
proceeding.

RREF said its rights under the confirmed Plan were clear: "if
Debtor fails to comply with the [Plan's] treatment, [RREF] shall
be entitled to exercise its rights under State law after providing
a new notice of default pursuant to State Law."  RREF noted that
the Debtor failed to comply with the Plan's treatment, and it sent
a notice of default, and is now exercising its state law rights
through the pending foreclosure action.

In providing for state law remedies upon default, the Plan
expressly contemplated that the Debtor could lose the Hotel if the
Debtor defaulted post-confirmation.  The Debtor is apparently
unhappy with that result and now looking to re-trade.  The Debtor
has been clear in this respect, stating in the Motion that the
intent is to "formulate a different plan either inside or outside
of the Bankruptcy protection."

RREF said the Debtor should not be able to contravene the Plan --
and RREF's rights thereunder -- by filing a second bankruptcy. At
this point, the primary purpose of a second bankruptcy would be to
frustrate RREF's exercise of its state law remedies.  A second
bankruptcy would trigger a new automatic stay and interject
uncertainty about turnover and control of the Hotel.  Regardless,
a second bankruptcy would be improper under the circumstances, and
any attempt by the Debtor at filing and prosecuting a so-called
"Chapter 22" would be doomed to fail because such second
bankruptcy would surely result in conversion or dismissal.

Counsel for RREF WB can be reached at:

         Helen H. Yang, Esq.
         Bradley A. Cosman, Esq.
         SQUIRE SANDERS (US) LLP
         One East Washington, Suite 2700
         Phoenix, AZ 85004-2256
         Tel: (602) 528-4000
         E-mail: helen.yang@squiresanders.com
                 bradley.cosman@squiresanders.com

                    About Paradise Hospitality

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel located in Toledo, Ohio and a retail shopping center in El
Dorado, Arkansas.  The Debtor manages and operates the Hotel.
Haydn Cutler company currently manages the Retail Center.  The
Company filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case
No. 11-24847) on Oct. 26, 2011, about three weeks after it lost
the right to use the Crowne Plaza for its hotel.  For now, the
hotel has been renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Giovanni Orantes,
Esq., at Orantes Law Firm, P.C., in Los Angeles, represents the
Debtor as counsel.  The Debtor disclosed $15,628,687 in assets and
$21,430,333 in liabilities as of the Chapter 11 filing.  The
Petition was signed by the Debtor's president, Dae In Kim, a
Korean businessman who lives in southern California.


PENGUIN DRIVE-IN: Court Dismisses Chapter 11 Case
-------------------------------------------------
Eric Frazier, writing for The Charlotte Observer, reported that
U.S. Bankruptcy Court Judge J. Craig Whitley in an April 16 order
dismissed the Chapter 11 bankruptcy case filed last year by the
manager of the Penguin Drive-In restaurant, after the eatery
failed to pay court-ordered quarterly fees and file monthly status
reports and submit its 2012 tax return.

The report noted that Penguin's manager says the eatery will stay
open.

The report also noted that the restaurant's current landlord, 1921
Commonwealth Ave. Holdings LLC, sued the restaurant's management
last year, accusing the eatery of defaulting on its lease and a
$17,763 loan.  The lawsuit said when the restaurant failed to pay
its August rent, Commonwealth Ave. Holdings demanded payment in
full of the remainder of the loan. Penguin paid the August rent
but didn't pay the note in full, according to court papers.

Lisa Ballentine, whose father, Jim Ballentine, opened the Penguin
in the 1950s as an ice cream shop, filed for bankruptcy protection
in November.  She was listed as the restaurant's manager, and the
responsible debtor, in separate Chapter 11 bankruptcy filings for
Penguin Holdings Inc. and Penguin Drive-In LLC.

The report noted that the case involving Penguin Holdings remains
active, according to the court docket. According to a
reorganization plan filed in March, Penguin Holdings is a
guarantor of Penguin Drive-In's loan and lease agreement with
Commonwealth Ave. Holdings.

Penguin is represented by Charlotte lawyers Travis Moon and
Richard Wright.

Penguin Drive-In, LLC filed for Chapter 11 bankruptcy (Bankr.
W.D.N.C. Case No. 13-32353) on Nov. 5, 2013, listing under
$1 million in both assets and debts.  A copy of the petition is
available at http://bankrupt.com/misc/ncwb13-32353.pdf

Affiliate Penguin Holdings, Inc. filed a separate Chapter 11
petition (Bankr. W.D.N.C. Case No. 13-32354) on Nov. 5, 2013, also
listing under $1 million in both assets and debts.  A copy of its
petition is available at http://bankrupt.com/misc/ncwb13-32354.pdf

The Penguin entites are represented by Richard S. Wright, Esq.,
and Travis Moon, Esq., at Moon Wright & Houston, PLLC.


PENINSULA HOSPITAL: Has Nod to Use Cash Collateral Until Aug. 31
----------------------------------------------------------------
The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York, in a 18th interim order, authorized
Lori Lapin Jones, as Chapter 11 trustee for Peninsula Hospital
Center, et al., to use the cash collateral of the 1199 Funds and
Revival Funding Co., LLC, until August 31, 2014.

The Chapter 11 Trustee is authorized to use 1199 Funds' Cash
Collateral in connection with the wind down of the estate of PHC
substantially in accordance with an agreed upon budget.

                 About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.  In April 2013, the bankruptcy court discharged
Daniel T. McMurray from his duties and responsibilities as patient
care ombudsman.

Richard J. McCord, Esq., was appointed by the Court as examiner in
the Debtors' cases.  His task was to conduct an investigation of
the Debtors' relationship and transactions with Revival Home
Health Care, Revival Acquisitions Group LLC, Revival Funding Co.
LLC, and any affiliates.  Mr. McCord's own firm, Certilman Balin,
& Hyman, LLP, served as the Examiner's counsel.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.

At the behest of the U.S. Trustee, Lori Lapin Jones, Esq. was
named Chapter 11 Trustee in March 2012, replacing Todd Miller, the
Debtors' Chief Executive Officer.  The Chapter 11 trustee is
represented by LaMonica Herbst & Maniscalco LLP as her counsel.
Storch Amini & Munves, PC, serves as the Chapter 11 Trustee's
special counsel in connection with her investigation of the
Debtors.  She obtained approval to employ Garfunkel Wild, P.C., as
her special health care, regulatory, corporate, finance and
litigation counsel; and Foy Advisors LLC as consultant.


PENN VIRGINIA: S&P Raises CCR to 'B+'; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Radnor, Pa.-based exploration and production
(E&P) company Penn Virginia Corp. to 'B+' from 'B' and affirmed
its 'B-' issue-level rating on the company's senior unsecured
debt.  S&P also revised the recovery rating on this debt to '6'
from '5', reflecting S&P's expectation of negligible (0%-10%)
recovery in the event of a payment default.  The outlook is
stable.

The upgrade on Penn Virginia reflects S&P's expectation that the
company's successful drilling activities in its Eagle Ford acreage
will increase its proved developed reserve base and oil
production, improving profitability under S&P's price assumptions.
The company intends to allocate more than 90% of its $600 million
capital budget to the oil-rich Eagle Ford basin this year.  Penn
Virginia's operating performance in the area has been strong, and
S&P expects the company's production and reserves to sustain
levels it views appropriate for the 'B+' rating category.  The
revised recovery ratings reflect an updated, lower, PV-10
valuation of Penn Virginia's reserves at year-end 2013 under S&P's
stressed price assumptions, and S&P's expectation that the company
maintains commitments under its revolving credit facility at $400
million.

"The stable outlook reflects our expectation that Penn Virginia
Corp. will continue to increase oil reserves and production while
decreasing leverage to below 3x on average," said Standard &
Poor's credit analyst Christine Besset.

S&P will consider a downgrade if it expects leverage to exceed 4x
on a sustained basis.  This would most likely occur if the company
incurs debt to finance higher-than-anticipated capital spending or
acquisitions.

S&P believes an upgrade is unlikely within the next year given the
company's projected reserve base profile.  Nevertheless, S&P would
consider an upgrade in the medium term if the company grows
reserves significantly while keeping leverage lower than 3x.


PENSON WORLDWIDE: Deadline to Remove Actions Extended to Aug. 12
----------------------------------------------------------------
Penson Worldwide, Inc. received court approval to file notices of
removal of lawsuits involving the company and its affiliated
debtors until August 12.

Penson said the extension would help the company complete its
evaluation of whether outstanding litigation matters should be
removed.

                      About Penson Worldwide

Plano, Texas-based Penson Worldwide, Inc., and its affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-
10061) on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
Company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the Company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the Company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The Company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.

Penson Worldwide's Fifth Amended Joint Liquidation Plan became
effective and the Company emerged from Chapter 11 protection on
Aug. 15, 2013.  The Court confirmed the Plan on July 31, 2013.


PERSONAL COMMUNICATIONS: Corrected Plan Order Entered
-----------------------------------------------------
Judge Alan S. Trust at the end of April entered a corrected order
confirming the First Amended Plan of Liquidation for Personal
Communications Devices, LLC, et al.  The Plan, which was co-
proposed by the Debtors and the Official Committee of Unsecured
Creditors, contemplates the creation of a liquidation trust that
will effectuate the liquidation of the remaining assets of the
Debtors and conduct distributions to creditors.  The Debtors will
transfer to the liquidating trustee all causes of action against
third parties, including, without limitation, claims arising under
Sections 544, 547, 548, 549 and 550 of the Bankruptcy Code.

A copy of the corrected confirmation order signed April 29, 2014,
is available for free at:

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

                             About PCD

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y.  The Debtor disclosed $247,952,684 in
assets and $284,985,134 in liabilities as of the Chapter 11
filing.

PCD -- http://www.pcdphones.com-- was in the business of
providing carriers and manufacturers an array of product life
cycle management services that includes planning and development;
inventory; technical testing; quality control; forward and reverse
logistics; sell-in and sell-thru, marketing & warranty support.

PCD sold its assets to Quality One Wireless LLC for $105 million
in October 2013.  The bankruptcy auction was cancelled as no
competing offers were submitted.

Bankruptcy Judge Alan S. Trust oversees the case.  Attorneys at
Goodwin Procter, LLP and Togut, Segal & Segal, LLP serve as
counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC, is the
claims and notice agent.  BG Strategic Advisors, LLC, is the
financial advisor.  Richter Consulting, Inc., is the investment
banker.

Q1W is advised by Raymond James and Associates, Inc. and Munsch
Hardt Kopf & Harr, P.C.

A three-member official committee of unsecured creditors was
appointed in the Chapter 11 case.  The Committee retained FTI
Consulting, Inc., as financial advisor, and Perkins Coie LLP as
counsel.


PINNACLE FOODS: Moody's  Places B1 CFR on Review for Upgrade
------------------------------------------------------------
Moody's Investors Services placed the ratings of Pinnacle Foods
Finance, LLC ("Pinnacle") under review for upgrade, including the
company's B1 Corporate Family Rating ("CFR"), B1-PD Probability of
Default Rating ("PDR"), Ba3 senior secured instrument rating and
B3 senior unsecured instrument rating. The Speculative Grade
Liquidity Rating of SGL-2 was affirmed. This action follows the
company's announcement earlier today that it has entered into an
agreement to be acquired by Hillshire Brands Company ("Hillshire")
in a transaction valued at approximately $6.6 billion.

The proposed $6.6 billion acquisition, which has been approved by
both boards of Hillshire and Pinnacle, equates to $36.02 per
Pinnacle share, an 18% premium from the May 9th 2014 closing
price. Hillshire expects to fund the proposed acquisition though
the issuance of $4.8 billion of new debt and $2.1 billion of
common equity.

Pinnacle's B1 Corporate Family Rating reflects the company's
portfolio of mature brands in the frozen and shelf-stable food
categories that generate relatively stable operating performance,
albeit with limited growth potential. Pinnacle has competed
successfully against food companies with greater scale, capital
resources and pricing power by focusing on optimizing its brand
investment and maintaining efficient operations.

Rating placed under review for upgrade:

Pinnacle Foods Finance LLC:

Corporate Family Rating at B1;

Probability of Default Rating at B1-PD;

Senior Secured Rating at Ba3 (LGD 3, 42%);

Senior Unsecured Rating at B3 (LGD 6, 92%).

Rating Affirmed:

Speculative Grade Liquidity Rating at SGL-2.

Ratings Rationale

Moody's expects that at closing, all of Pinnacle's existing $2.6
billion of outstanding debt will be retired and Pinnacle's ratings
will be withdrawn.

Headquartered in Parsippany, New Jersey, Pinnacle Foods Finance
LLC - through its wholly-owned operating company, Pinnacle Foods
Group - manufactures and markets branded convenience food products
in the US and Canada. Its brands include Birds Eye, Voila, Hungry-
Man and Swanson frozen dinners, Vlasic pickles, Mrs. Paul's and
Van de Kamp's frozen prepared sea food, Aunt Jemima frozen
breakfasts, Log Cabin and Mrs. Butterworth's syrup and Duncan
Hines cake mixes. Net sales for the last twelve month period ended
December 30, 2013 were approximately $2.5 billion.

Pinnacle Foods Finance LLC is controlled by investment funds
associated with or designated by The Blackstone Group, which owns
approximately 51% of the common shares.


PLY GEM HOLDINGS: Widens Net Loss to $51.5 Million in First Qtr.
----------------------------------------------------------------
Ply Gem Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $51.57 million on $269.46 million of net sales for the
three months ended March 29, 2014, as compared with a net loss of
$28.10 million on $257.09 million of net sales for the three
months eneded March 30, 2013.

As of March 29, 2014, the Company had $1.03 billion in total
assets, $1.14 billion in total liabilities and a $107.17 billion
total stockholders' deficit.

During the three months ended March 29, 2014, cash decreased by
approximately $54.3 million compared to a decrease of
approximately $16 million during the three months ended March 30,
2013.

"The decrease in cash generated during the comparative three month
period was primarily due to increased spending on inventory and
reductions in other general working capital metrics and other
capital spending initiatives in 2014," the Company stated in the
Form 10-Q.

"Our first quarter results reflect the negative impact of the
unusually severe winter weather conditions on much of North
America during the first quarter of 2014, which resulted in a
deceleration in the new construction housing market with a 4%
decline in single family housing starts in the first quarter of
2014 as compared to the prior year.  Our 2014 first quarter net
sales growth demonstrate the positive contribution of our Gienow
and Mitten acquisitions which were completed in April and May of
2013, respectively.  Despite the slow start to the year, we remain
focused on our strategic priorities for the remainder of 2014,
while striving to outperform the market across all of our product
categories.  We remain positive about the long term recovery for
the housing industry and our ability to take advantage of the
market as it improves," said Gary E. Robinette, Ply Gem's
president and CEO.

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

                         http://is.gd/QaBGv5

                            About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

Ply Gem Holdings reported a net loss of $79.52 million in 2013, a
net loss of $39.05 million in 2012 and a net loss of $84.50
million in 2011.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.


PRINCE SPORTS: Kirkland & Ellis Targeted In Adversary Suit
----------------------------------------------------------
Law360 reported that the liquidating trustee for Prince Sports
Inc. filed adversary proceedings against Kirkland & Ellis LLP and
other creditors, seeking to reclaim a total of $2.7 million the
bankrupt tennis brand paid out in the weeks leading up to its
Chapter 11 filing.

According to the report, Gavin/Solmonese LLC, which has been
appointed to oversee the selling off of Prince's assets, also
targeted 15 other creditors for payments it made during the so-
called preference period -- the 90 days leading up to a bankruptcy
filing when a debtor is insolvent.

                        About Prince Sports

Prince Sports, Inc. and its U.S. affiliates filed voluntary
petitions for Chapter 11 reorganization (Bankr. D. Del. Lead Case
NO. 12-11439) on May 1, 2012, with a Chapter 11 plan that
contemplates the transfer of ownership to Authentic Brands Group
(ABG)-Prince LLC.

Founded in 1970, Prince Sports has a 42-year track record of
developing premium quality products for the racquet sports
industry.  The Company pioneered many innovative designs,
including the "oversized" racquet, the "longbody" racquet, and
technology for racquet applications such as Triple Threat, 03 and
EX03.  Prince sells its products through brands like "Ektelon,"
which sells racquetball racquets, footwear and gloves and "Viking
Athletics," through which it sells platform tennis paddles, balls
and gloves.  Prince is distributed in over 100 countries.

Lincolnshire Management Inc. acquired Prince from Benneton Group,
the parent company of United Colors of Benneton, in 2003.
Lincolnshire Management sold Prince to Nautic Partners in August
2007.

The Debtor has a Chapter 11 plan where (ABG)-Prince LLC, which
acquired the secured debt from GE Capital and Madison Capital,
will be acquiring 100% of the new equity in exchange of the
discharge of the debt.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  The Debtors have also tapped FTI Consultin, Inc., to
provide David J. Woodward as Chief Restructuring Officer, and
provide additional personnel. Epiq Bankruptcy Solutions LLC is the
claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case.


PRODUCTION RESOURCE: S&P Lowers CCR to 'CCC+'; Outlook Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Armonk, New York-based live entertainment equipment and
service provider, Production Resource Group Inc., to 'CCC+' from
'B-'.  The outlook is negative.

At the same time, S&P revised its recovery rating on the company's
senior unsecured debt to '6', indicating S&P's expectation for
negligible (0% to 10%) recovery in the event of a payment default,
from '5'.  S&P subsequently lowered its issue-level rating on this
debt to 'CCC-' from 'CCC+', in accordance with its notching
criteria.

"The downgrade to 'CCC+' from 'B-' reflects our view that
Production Resource Group Inc. is currently vulnerable and depends
on favorable business, financial, and economic conditions to meet
its financial commitments," said Standard & Poor's credit analyst
Peter Bourdon.

"While we do not expect PRG to face a near-term (within 12 months)
credit or payment crisis, we view the capital structure as
unsustainable in the long term, given the current discrepancy
between cash flow from operations and outlays on capital
expenditures.  We expect that this will result in negative
discretionary cash flow in 2014, as it did in 2012 and 2013.  The
potential for acquisitions is an additional factor that could
drain liquidity in 2014.  We expect that the company may seek
further financing to enhance liquidity, but we do not believe that
the negative discretionary cash flow generation will be reversed
in the short term," S&P noted.

"We view PRG's business risk profile as "vulnerable" because it
operates in a capital intensive industry (production of concert
tours and other large-scale staged events) that is highly
fragmented and competes based on price.  Aside from price
competition, the company is also subject to the unpredictable
nature of the concert tour business, economic cyclicality, and
short average runs of musicals and plays.  Revenue fell 9.6% in
2013 as a result of nonrecurring revenue related to the London
Olympics in 2012, the company's decision to exit the installation
business, customer defections related to pricing, and a weak
European market.  We view the company's management and governance
as "weak" because of the company's history of high capital
expenditures and significant acquisition activity, which have
caused persistent negative cash flow for debt repayment and
increased leverage," S&P added.

S&P views PRG's financial risk profile as "highly leveraged."  As
of Dec. 31, 2013, the company's adjusted leverage was roughly 8x.
In order to maintain the business and drive growth, the company
invests about 10% of annual revenue in capital expenditures and
pursues smaller acquisitions.  Given the liquidity drain caused by
high capital expenditures and potential for additional cash
outflows for acquisitions, S&P views the capital structure as
unsustainable over the long term.


PULSE ELECTRONICS: Incurs $9 Million Net Loss in First Quarter
--------------------------------------------------------------
Pulse Electronics Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $9.03 million on $81.65 million of net sales for the
three months ended March 28, 2014, as compared with a net loss of
$7.13 million on $84.80 million of net sales for the three months
ended March 29, 2013.

The Company's balance sheet at March 28, 2014, showed $177.17
million in total assets, $235.99 million in total liabilities and
a $58.82 million total shareholders' deficit.

The Company had $20.6 million of cash and cash equivalents at
March 28, 2014, compared with $26.9 million at Dec. 27, 2013.  The
decrease in cash mainly reflects cash consideration and fees
associated with the senior convertible note exchange transactions,
capital expenditures, and working capital needs.

"While the industry environment remained challenging, our
operating results for both revenue and non-GAAP operating profit
this quarter were within our guidance, but lower both year over
year and sequentially consistent with general industry
conditions," said Pulse Chairman and chief executive officer Ralph
Faison.  "Orders in the quarter were nicely higher than revenue
and ahead of last year's trend.  Smartphone demand remained weak
as expected."

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

                         http://is.gd/91bUAP

                       About Pulse Electronics

San Diego, California-based Pulse Electronics Corporation --
http://www.pulseelectronics.com/-- is a global producer of
precision-engineered electronic components and modules, operating
in three business segments: Network product group; Power product
group; and Wireless product group.  As of Dec. 28, 2012, Pulse had
$188 million in total assets.

As reported by the TCR on Juy 8, 2013, the Company dismissed
KPMG LLP as its independent registered public accounting
firm.  Grant Thornton LLP was hired as replacement.

Pulse Electronics reported a net loss of $27.02 million on $355.67
million of net sales for the year ended Dec. 27, 2013, as compared
with a net loss of $32.09 million on $373.16 million of net sales
for the year ended Dec. 28, 2012.


Q RANCH PROVISIONS: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Q Ranch Provisions L.A., Inc.
        2508 Lee Avenue
        South El Monte, CA 91733

Case No.: 14-19271

Chapter 11 Petition Date: May 12, 2014

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

Judge: Hon. Barry Russell

Debtor's Counsel: Raymond H Aver, Esq.
                  LAW OFFICES OF RAYMOND H AVER APC
                  1950 Sawtelle Blvd Ste 120
                  Los Angeles, CA 90025
                  Tel: 310-473-3511
                  Fax: 310-473-3512
                  Email: ray@averlaw.com

Total Assets: $570,953

Total Liabilities: $2.99 million

The petition was signed by Nereo Perez, president.

A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-19271.pdf


QUANTUM FOODS: Zurich American Sues to Void Insurance Policy
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that officers and directors of Quantum Foods LLC will be
bereft of insurance coverage if Zurich American Insurance Co.
succeeds with a lawsuit begun on April 25 to terminate a D&O
policy issued just days before Quantum filed for Chapter 11
protection on Feb. 18.

According to the report, shopping for directors' and officers'
insurance coverage for 2014, Quantum submitted a signed
application to Zurich American on Jan. 22 stating the company was
in compliance with all loan covenants and that no "reorganization
or arrangement" was contemplated.

The Schaumberg, Illinois-based insurance company issued a so-
called binder on Feb. 12, the report related.  Six days later,
Quantum filed under Chapter 11.

Zurich American said that bankruptcy was being contemplated when
Quantum applied for the policy and that there had been loan
defaults on and off for a year before bankruptcy, the report
further related.

The insurance company contended in the lawsuit, filed in Delaware
bankruptcy court, that false answers in the application are
grounds for terminating the policy under Illinois law, the report
added.

The lawsuit is Zurich American Insurance Co. v. Quantum Foods LLC
(In re Quantum Foods LLC), 14-50334, U.S. Bankruptcy Court,
District of Delaware (Wilmington).

                     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 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.


QUARTZ HILL: Seeks to Employ Teneo Securities as Investment Banker
------------------------------------------------------------------
Quartz Hill Mining LLC and Superior Gold LLC ask the U.S.
Bankruptcy Court for the Southern District of Florida for
authority to employ Teneo Securities LLC as investment banker.

The firm will:

   a) review and analyze the company's operations, assets,
      financial condition, business plan, strategy and operating
      forecasts;

   b) evaluate the assets and liabilities of the Company and
      evaluate the company's strategic and financial alternatives;

   c) render financial advice and participate in meetings or
      negotiations with the company's creditors and other
      stakeholders in connection with any Transaction;

   d) assist the company in preparing descriptive material to be
      provided to potential parties to an transaction;

   e) prepare a list( s) of potential purchasers or capital
      providers and present it to the company;

   f) assist the Company in the preparation of a teaser and
      confidential information memorandum and a summary by the
      Company;

   g) contact potential purchasers or capital providers to solicit
      their interest in the transaction and to provide them
      with the confidential information memorandum under a
      confidential disclosure agreement to be approved by the
      company;

   h) participate in due diligence visits, meetings, and
      consultations between the company and interested potential
      parties and coordinate distribution of all information
      related to the transaction with such parties;

   1) assist the company in developing, evaluating, structuring
      and negotiating the terms and conditions of a
      transaction or plan of reorganization;

   j) provide the company with other appropriate general
      restructuring advice as the company and its counsel deem
      appropriate and mutually agreed.

Among other things, the Debtors will pay the firm a monthly fee of
$25,000 beginning April 7, 2014.

The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

The United States Trustee objects to the firm's proposed monthly
fee as:

   a) not being measured by any successful result or recovery to
      the estate, and

   b) becoming an administrative claim of the Debtors' estate in
      the event that there is no successful transaction.

The U.S. Trustee adds that, in the event there is a successful
transaction due to the firm's effort, all monthly fees must be
fully credited against any success fees.

                         About Quartz Hill

Quartz Hill Mining, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Case No. 14-15419, Bankr. S.D.Fla.) on March 7,
2014.  The case was initially assigned to Judge Robert A. Mark,
but later transferred to Judge A. Jay Cristol's chambers.  The
Debtor is represented by Robert P. Charbonneau, Esq., and
Jacqueline Calderin, Esq., at Ehrenstein Charbonneau Calderin, in
Miami, Florida.  The Debtor's special counsel is John A. Moffa,
Esq., at Moffa & Bonacquisti, P.A., in Plantation, Florida.  The
Debtor said it has $58 million in assets and $7.5 million in
debts.

Affiliate Superior Gold, LLC, also sought Chapter 11 protection.
Judge ordered the joint administration of the two cases.


QUARTZ HILL: Can Hire Ehrenstein Calderin as Bankruptcy Counsel
---------------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida authorized, on a final basis, Quartz
Hill Mining LLC and Superior Gold LLC to hire Ehrenstein
Charbonneau Calderin as its general bankruptcy counsel.

As reported in the Troubled Company Reporter on April 11, 2014,
Quartz Hill tapped the firm to advise the company with respect to
its powers and duties as debtor and debtor-in-possession in the
continued management of its business and properties.

The firm will also negotiate and prepare a plan of reorganization
on behalf of the company, prepare court papers, and advise the
company in connection with any contemplated sales of assets or
business combinations.

On the petition date, Quartz Hill remitted $11,213 to the firm,
which included the bankruptcy retainer for the company in the sum
of $10,000.  Ehrenstein will apply the bankruptcy retainer to its
periodic billings subject to applications for compensation and
approval by the court.

The hourly rates for attorneys at Ehrenstein range from $260 to
$485 while the hourly rates for paraprofessionals range from $90
to $190.

The firm neither holds nor represents any interest adverse to the
company and is a "disinterested person" under section 101 (14) of
the Bankruptcy Code, according to an affidavit filed by Jacqueline
Calderin, Esq., a shareholder at Ehrenstein.

                         About Quartz Hill

Quartz Hill Mining, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Case No. 14-15419, Bankr. S.D.Fla.) on March 7,
2014.  The case was initially assigned to Judge Robert A. Mark,
but later transferred to Judge A. Jay Cristol's chambers.  The
Debtor is represented by Robert P. Charbonneau, Esq., and
Jacqueline Calderin, Esq., at Ehrenstein Charbonneau Calderin, in
Miami, Florida.  The Debtor's special counsel is John A. Moffa,
Esq., at Moffa & Bonacquisti, P.A., in Plantation, Florida.  The
Debtor said it has $58 million in assets and $7.5 million in
debts.

Affiliate Superior Gold, LLC, also sought Chapter 11 protection.
Judge ordered the joint administration of the two cases.


QUARTZ HILL: Taps Scheid Cleveland as Litigation Counsel
--------------------------------------------------------
Quartz Hill Mining LLC and Superior Gold LLC ask the U.S.
Bankruptcy Court for the Southern District of Florida for
authority to employ Scheid Cleveland LLC as their litigation
counsel.

The firm will provide legal services in connection with certain
pending matters related to the pursuit of an appeal filed by
Debtors in the Colorado Court of Appeals, Appeals, captioned as
Quartz Hill Mining, LLC, a Colorado limited liability company
and Superior Gold, LLC, a Colorado limited liability company,
Intervenors/Appellants v. The Estate of William B. Kemper and
Marjorie Robbins Daggett, Plaintiffs/Appellees, Case No. 2014
CA 000597, filed on March 31, 2014.

The firm's hourly rates for attorneys range from $200 to $250.
Mr. R. Daniel Scheid, Esq., attorney at the firm, charges $250 per
hour for services rendered.

The Debtors assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

The firm may be reached at:

     R. Daniel Scheid, Esq.
     SCHEID CLEVELAND LLC
     3773 Cherry Creek North Drive, Suite #575
     Denver, CO 80209
     Tel: (720) 255-0657
     Fax: (303) 399-6480
     E-mail: dan@cololawyers.com

                         About Quartz Hill

Quartz Hill Mining, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Case No. 14-15419, Bankr. S.D.Fla.) on March 7,
2014.  The case was initially assigned to Judge Robert A. Mark,
but later transferred to Judge A. Jay Cristol's chambers.  The
Debtor is represented by Robert P. Charbonneau, Esq., and
Jacqueline Calderin, Esq., at Ehrenstein Charbonneau Calderin, in
Miami, Florida.  The Debtor's special counsel is John A. Moffa,
Esq., at Moffa & Bonacquisti, P.A., in Plantation, Florida.  The
Debtor said it has $58 million in assets and $7.5 million in
debts.

Affiliate Superior Gold, LLC, also sought Chapter 11 protection.
Judge ordered the joint administration of the two cases.


QUICKSILVER RESOURCES: Incurs $58.8 Million Net Loss in Q1
----------------------------------------------------------
Quicksilver Resources Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $58.83 million on $91.78 million of total revenue
for the three months ended March 31, 2014, as compared with a net
loss of $59.70 million on $118.70 million of total revenue for the
same period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.25
billion in total assets, $2.33 billion in total liabilities and a
$1.07 billion total stockholders' deficit.

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

                        http://is.gd/zsnrg7

                         About Quicksilver

Quicksilver Resources Inc. is an exploration and production
company engaged in the development and production of long-lived
natural gas and oil properties onshore North America.  Based in
Fort Worth, Texas, the company is widely recognized as a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999 and is listed on the New York Stock Exchange under the
ticker symbol KWK.  The company has U.S. offices in Fort Worth,
Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig,
Colorado and Cut Bank, Montana.  The Company's Canadian
subsidiary, Quicksilver Resources Canada Inc., is headquartered in
Calgary, Alberta.

Quicksilver Resources posted net income of $161.61 million in 2013
following a net loss of $2.35 billion in 2012.

                           *     *     *

As reported by the TCR on June 17, 2013, Moody's Investors Service
downgraded Quicksilver Resources Inc.'s Corporate Family Rating to
Caa1 from B3.  "This rating action is reflective of Quicksilver's
revised recapitalization plan," stated Michael Somogyi, Moody's
Vice President and Senior Analyst.  "Quicksilver's inability to
complete its recapitalization plan as proposed elevates near-term
refinancing risk given its weak operating profile and raises
concerns over the sustainability of the company's capital
structure."

In the June 27, 2013, edition of the TCR, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
Fort Worth, Texas-based Quicksilver Resources Inc. to 'CCC+' from
'B-'.  "We lowered our corporate credit rating on Quicksilver
Resources because we do not believe the company will be able to
remedy its unsustainable leverage," said Standard & Poor's credit
analyst Carin Dehne-Kiley.


REDWOOD RANCH: Case Summary & 2 Unsecured Creditors
---------------------------------------------------
Debtor: Redwood Ranch, LLC
        5745 and 5715 Redwood Road
        Oakland, CA 94619

Case No.: 14-42071

Chapter 11 Petition Date: May 12, 2014

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Hon. Elaine Hammond

Debtor's Counsel: Jeffrey J. Goodrich, Esq.
                  LAW OFFICES OF GOODRICH AND ASSOCIATES
                  336 Bon Air Center #335
                  Greenbrae, CA 94904
                  Tel: (415) 925-8630
                  Email: endstay@hotmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by David D. Jeffery, member.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/canb14-42071.pdf


REEDEREI HEINRICH: Swamped in Debt Underscores Bank Risk
--------------------------------------------------------
Nicholas Brautlecht, writing for Bloomberg News, reported that
Reederei Heinrich, a 149-year-old German shipping company, risks
losing two of its three vessels unless it repays loans as
financial stress in the industry spreads to banks facing a
European Central Bank review.

According to the report, the company, established near Hamburg,
Germany's biggest port, has endured misfortunes such as the death
of a family member struck by anchor chains and ships that ran
aground. Now General Manager Jens Robrahn says he's concerned that
HSH Nordbank AG may call in 22 million euros ($30 million) of
outstanding debt and seize two boats acting as security.

"I currently get 4,000 euros a day for a vessel, which covers
operational costs and interest payments, but I don't have the
money to pay back the loan," Robrahn, 73, a ship captain, said in
a phone interview from his office in Jork, 25 kilometers (16
miles) west of Hamburg, the report related.  Smaller container
vessels like his Anna Sirkka and Page Akia need to repay about 1
million euros in debt a year, he said. Robrahn and HSH Nordbank,
the world's largest maritime lender, declined to provide further
details.

As it tries to clean up the region's banks, the ECB is taking a
closer look at whether they need more capital to absorb possible
losses on loans like Robrahn's, the report further related.
Shipping loans are among the riskiest assets on banks' balance
sheets and among those most prone to misstatement, an ECB
spokeswoman said. German lenders including Hamburg-based HSH
Nordbank, Commerzbank AG and Norddeutsche Landesbank Girozentrale
controlled about one-third of the $475 billion global ship-finance
market at the end of 2012, according to Swen Metzler, an analyst
at Moody's Investors Service in Frankfurt.


RESTORA HEALTHCARE: 2 Hospitals Sold for $5MM to Acuity Group
-------------------------------------------------------------
Maria Polletta, writing for The Republic, reported that Restora
Hospital of Mesa and Restora Hospital of Sun City, are changing
hands for the second time in as many years.  They are set to
become Acuity Specialty Hospital of Arizona at Mesa and Acuity
Specialty Hospital of Arizona at Sun City.

The Republic reported that an April filing outlining proposed
acquisition terms indicated that Acuity Healthcare and Tutera
Senior Living & Health Care -- along with private-equity firm
HealthCap Partners, lender Healthcare Finance Group and investor
American Realty Capital Healthcare Trust -- had put together a
joint offer for the hospitals worth $5 million.  The filing said
Acuity and Tutera would manage operations.  Tutera previously has
turned around failing skilled-nursing facilities, and Acuity
manages hospitals in New Jersey, Ohio, North Carolina and Texas.

As reported by the Troubled Company Reporter on April 30, 2014,
Restora Healthcare obtained approval from the U.S. Bankruptcy
Court for the District of Delaware to sell substantially all of
their assets, free and clear of all liens, claims, encumbrances,
and other interests, to PHX Hospital Partners, LLC, an entity
formed by several of the Debtors' creditors and landlords.

An April 22 auction for the Debtors' assets was cancelled after
one other party withdrew its competing bid on the day of the
auction.  No other bids, including any qualified bids, were
received prior to the bid deadline.  Accordingly, no auction was
held an PHX Hospital, as the stalking horse purchaser, has been
named the successful bidder.

In exchange for the Debtors' two long-term acute-care hospitals,
PHX will provide consideration consisting of (a) $5,000,000
payable in the form of a credit bid, (b) a waiver by the Landlord
of certain cure costs with respect to two real property leases,
and (c) the assumption of certain liabilities and the the payment
of all cure costs relating to executory contracts and unexpired
leases to be assumed and assigned to the Stalking Horse Purchaser.

To resolve the objection raised by the Secretary of the United
States Department of Health and Human Services, and its component
agency, the Centers for Medicare & Medicaid Services, the sale
order directs the Debtors to assume their Medicare provider
agreements and assign those agreements to the Purchaser.  The
Court overruled all other objections to the extent not resolved,
including objections and reservations of rights filed by ARHC
RHMESAZ01, LLC, and ARHC RHSUNAZ01, LLC, and Apheresis Care Group,
Inc.

AmerisourceBergen Drug Corporation, which provides pharmaceuticals
essential to the treatment and care of patients, will be paid not
more than $133,859, while Medline Industries, which provides a
significant quantity of medical supplies, will be paid not more
than $119,197 for their claims under Section 503(b)(9) of the
Bankruptcy Code.  ABDC and Medline are key suppliers to the
Debtors and are crucial to the continued operations of their
business.

To protect the welfare of patients, Roberta A. DeAngelis, U.S.
Trustee for Region 3, appointed Laura Patt as the patient care
ombudsman pursuant to Section 333 of the Bankruptcy Code.  The
Bankruptcy Court has authorized the PCO to retain Vernon
Consulting Inc., as medical operations advisor, and Michelle
McMahon, Esq., at Bryan Cave LLP, as bankruptcy counsel.

Meanwhile, the Debtors have filed a limited objection to the PCO's
request to access patient health information.  The Debtors said
additional safeguards and restrictions are needed to protect
patients.

                      About Restora Healthcare

Restora Healthcare Holdings, LLC, and two of its affiliates filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
14-10367 to 14-10369) on Feb. 24, 2014.  The petitions were signed
by George W. Dunaway as chief financial officer.

DLA Piper LLP (US) serves as the Debtors' counsel.  The Debtors
tapped George D. Pillari, a managing director of Alvarez & Marsal
Healthcare Industry Group, LLC, as chief restructuring officer.

The U.S. Trustee appointed five creditors to serve on the Official
Committee of Unsecured Creditors.  The Committee has retained
Craig Freeman, Esq., and Martin G. Bunin, Esq., at Alston & Bird
LLP as its counsel; Brett D. Fallon, Esq., at Morris James LLP as
co-counsel to the Committee; and CohnReznick LLP as financial
advisor to the Committee.

Restora Healthcare Holdings disclosed $1,789,247 in assets, and
$11,328,016 in liabilities.  Restora Hospital of Mesa reported
$6,996,725 in assets and $11,186,942 in liabilities.  Restora
Hospital of Sun City also reported $5,327,278 in assets $9,109,597
in liabilities.

This concludes the Troubled Company Reporter's coverage of Restora
until facts and circumstances, if any, emerge that demonstrate
financial or operational strain or difficulty at a level
sufficient to warrant renewed coverage.


ROCKWELL MEDICAL: Incurs $7.8 Million Net Loss in First Quarter
---------------------------------------------------------------
Rockwell Medical Technologies Inc. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $7.80 million on $12.96 million of sales
for the three months ended March 31, 2014, as compared with a net
loss of $15.37 million on $12.33 million of sales for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $26.79
million in total assets, $30.32 million in total liabilities and a
$3.52 million total shareholders' deficit.

"The submission of our Triferic NDA during the first quarter
represents a major milestone for the Company," stated Mr. Robert
L. Chioini, Founder, Chairman and CEO of Rockwell.  "This NDA
submission is the culmination of consistent, positive efficacy and
safety results achieved across the entire Phase 3 Triferic
clinical study program and it brings us much closer to the
potential U.S. commercial launch of Triferic."  Mr. Chioini
continued, "R&D expense decreased significantly in the first
quarter of 2014 as anticipated, and we expect a substantial
decline each successive quarter during 2014."

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

                        http://is.gd/AWqBao

                           About Rockwell

Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom,
Michigan, is a fully-integrated biopharmaceutical company
targeting end-stage renal disease ("ESRD") and chronic kidney
disease ("CKD") with innovative products and services for the
treatment of iron deficiency, secondary hyperparathyroidism and
hemodialysis (also referred to as "HD" or "dialysis").

Rockwell's lead investigational drug is in late stage clinical
development for iron therapy treatment in CKD-HD patients.  It is
called Soluble Ferric Pyrophosphate ("SFP").  SFP delivers iron to
the bone marrow in a non-invasive, physiologic manner to
hemodialysis patients via dialysate during their regular dialysis
treatment.

Rockwell Medical reported a net loss of $48.78 million in 2013, a
net loss of $54.02 million in 2012 and a net loss of $21.44
million in 2011.


SABINE PASS: S&P Assigns Prelim. 'BB+' Rating to $1.5BB Sr. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BB+' project issue rating and preliminary '2'
recovery rating to Sabine Pass Liquefaction LLC's (SPLIQ) proposed
$1.5 billion senior secured notes due 2024.  S&P also affirmed its
'BB+' debt issue ratings on SPLIQ's existing senior secured credit
facilities and notes, but S&P revised the recovery rating on the
existing senior secured debt to '2' from '3'.  The outlook is
stable.

"It is possible that SPLIQ could issue a larger or smaller amount
of notes, but we would expect a similar matching reduction of
credit facility capacity that would leave the overall debt level
and financial measures just slightly higher in either case," said
Standard & Poor's credit analyst Terry Pratt.

SPLIQ notes that construction is on schedule.  Bechtel Oil Gas &
Chemicals Inc. is building the trains under engineering,
procurement, and construction contracts.  The most recent reports
from SPLIQ indicate trains 1 and 2 are about 67% complete while
trains 3 and 4 are 27% complete.  Change orders have increased the
construction budget by 4%, a noteworthy amount for an LNG project
of this type.  S&P considers credit risk in the construction phase
to be higher than in the operations phase.  S&P's construction-
phase stand-alone credit profile (SACP) is 'bb+' based on its
construction phase criteria.  Factors constraining the
construction phase SACP are SPLIQ's reliance on precompletion cash
flow to fund a material portion of construction costs, and the
lack of a funded debt service reserve, and reliance on credit
facility draws.  A shortfall in revenue during construction for
any reason could leave SPLIQ without sufficient funds to complete
construction.  The lack of a dedicated reserve fund to cover debt
service during the transition to operations increases the risk of
missed payments if construction problems occur that are not
covered by contractor damages payments, if any.

The 'BB' rating of SPLIQ's ultimate parent Cheniere Energy
Partners L.P. (CQP) is not currently a rating constrain but would
cap SPLIQ's rating at 'BBB'.  In addition, SPLIQ relies on its
parents for much of its management personnel, and relies on CQP
subsidiaries Sabine Pass LNG L.P. (SPLNG) and Creole Trail
Pipeline L.P. for material operational activities.  S&P thinks SPL
could find replacement operators and could secure other pipeline
transportation options, but SPLNG could be harder to replace.
Finally, there is a potential for additional senior secured debt
to be raised to build trains 5 and 6 that would rank pari passu to
the current senior secured debt.  There are some conditions to
such additional expansion funding, including approval from bank
lenders and some financial tests, but majority noteholder approval
is not among them.

"We base the stable outlook on our assessment of current
construction progress that's on schedule and within budget,
transaction features, and counterparty dependency assessments.  We
consider an upgrade unlikely during construction based on the
current construction, structural, business, and financial risks.
We could lower the rating if major construction problems result in
significantly higher costs or a schedule delay occurs or key
counterparties' credit quality deteriorates if those
counterparties are not replaceable.  We could also lower the
rating if SPLIQ proceeds with funding of trains 5 and 6 with debt
pari passu to the rated debt and we view it as having lower credit
quality due to unexpected risks, weaker counterparties, or a
structure that leads to lower financial performance.  After
construction is complete or near completion, we could raise the
rating if performance meets or exceeds our current expectations
over the debt's tenor, the reserve account is fully funded, and
counterparty credit quality is sufficient," S&P said.


SABINE PASS: S&P Affirms 'BB+' Rating on $1.67BB Sr. Sec. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
project rating and '2' recovery rating on Sabine Pass LNG L.P.'s
(SPLNG) $1.67 billion 7.5% senior secured notes due 2016 and
$420 million 6.5% in senior secured notes due 2020.  The outlook
is stable.

SPLNG's credit rating is supported by strong take-or-pay terminal
use agreements (TUA) with subsidiaries of Chevron Corp. and Total
S.A. for 50% of the project's capacity and on the future revenues
it will receive under a TUA with Sabine Pass Liquefaction LLC
(SPLIQ) when the four natural gas liquefaction trains it is
building come on line between 2016 and 2018.

"SPLNG does not have any exposure to natural gas market volume and
prices and has limited operational risk, especially since the
facility in not processing notable liquefied natural gas volumes
presently," said Standard & Poor's credit analyst Terry Pratt.

SPLNG's is currently capitalized with debt paying interest only.
The next large maturity is in late 2016.  S&P estimates the
current debt service coverage ratio to be about 1.28x, a figure
that includes operations and maintenance costs related to
supporting the activity of Cheniere Investments, which currently
uses the other 50% of the project capacity.  However, S&P do not
give credit to the revenues that SPLNG may receive from Cheniere
Investments for the use of this capacity.

S&P's financial forecast assumes that SPLNG converts both bullet
maturities to debt that amortizes mortgage-style over the
remaining tenor of the TUAs.  S&P estimates that SPLNG would need
the future payments under the SPLIQ TUA to meet debt service under
this refinance assumption.  This reliance currently caps SLPNG's
rating at 'BB+'. With the Chevron, Total, and SPLIQ TUA revenues,
S&P estimates minimum debt service coverage ratios of about 1.7x.

The stable outlook reflects very stable revenues under the TUA and
stable operations and costs.  An upgrade is unlikely until SPLIQ's
rating improves, since SPLNG will rely on SPLIQ's revenues to make
debt service.  Factors that could contribute to a downgrade would
be if SPLNG converts its $1.67 billion maturity to another bullet
debt issue rather than an amortizing one, given that the Chevron
and Total TUAs end in 2029.


SBARRO LLC: May 19 Hearing on Claims Bar Date Motion
----------------------------------------------------
The U.S. Bankruptcy Court will hold a hearing on Sbarro LLC, et
al.'s motion for entry of an order setting the deadline for filing
proofs of claim and approving the form and manner of notice
thereof, before the Honorable Martin Glenn in Room 501, One
Bowling Green, New York, New York 10004 on May 19, 2014 at 10:00
a.m.

                        About Sbarro LLC

Pizza chain Sbarro sought Chapter 11 bankruptcy protection
together with several affiliated entities (Sbarro LLC, Bankr.
S.D.N.Y. Lead Case No. 14-10557) on March 10, 2014, in Manhattan.
Bankruptcy Judge Martin Glenn presides over the Debtors' cases.

The bankruptcy filing came after Sbarro said in February it would
155 of the 400 restaurants it owns in North America.

Bankruptcy Judge Martin Glenn presides over the 2014 case.  Nicole
Greenblatt, Esq., James H.M. Sprayregen, Esq., Edward O. Sassower,
Esq., and David S. Meyer, Esq., at Kirkland & Ellis, LLP,
represent Sbarro.  Mark Hootnick, Brian Bacal, Gregory Doyle, and
Roger Wood at Moelis & Company, serve as Sbarro's investment
bankers.  Loughlin Management serves as the financial advisors.
Prime Clerk LLC serves as claims and noticing agent, and
administrative advisor.

Melville, N.Y.- based Sbarro LLC listed $175.4 million in total
assets and $165.2 million in total liabilities.  The petitions
were signed by Stuart M. Steinberg, authorized individual.

This is Sbarro's second bankruptcy filing in three years.  The
corporate entity was then known as Sbarro Inc., which, together
with several affiliates, filed Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 11-11527) on April 4, 2011, in Manhattan.
Sbarro Inc. disclosed $51,537,899 in assets and $460,975,646 in
liabilities in the 2011 petition.

Bankruptcy Judge Shelley C. Chapman presided over the 2011 case.
In the 2011 case, Edward Sassower, Esq., and Nicole Greenblatt,
Esq., at Kirkland & Ellis, LLP, served as the Debtors' general
bankruptcy counsel; Rothschild, Inc., as investment banker and
financial advisor; PriceWaterhouseCoopers LLP as bankruptcy
consultants; Marotta Gund Budd & Dzera, LLC, as special financial
advisor; Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts
counsel; Epiq Bankruptcy Solutions, LLC, as claims agent; and Sard
Verbinnen & Co as communications advisor.

Sbarro Inc. emerged from Chapter 11 protection seven months later,
in November 2011, after Judge Chapman confirmed a Plan of
Reorganization that handed ownership of the company to the pre-
bankruptcy first lien lenders.  Under the terms of the Plan,
Sbarro reduced debt by approximately 73%, or $295 million (from
approximately $405 million to $110 million, plus any amounts
funded under a new money term loan facility), by converting 100%
of the outstanding amount of the $35 million post-petition debtor-
in-possession financing into an equal amount of a newly issued
$110 million senior secured exit term loan facility; and
converting approximately $173 million in prepetition senior
secured debt held by the Company's prepetition first lien lenders
into the remaining exit term loan facility and 100% of the common
equity of the reorganized company (subject to dilution by shares
issued under a management equity plan); and eliminating all other
outstanding debt.

In January 2014, Standard & Poor's Ratings Services lowered
Sbarro's corporate credit rating further into junk category -- to
'CCC-' from 'CCC+' -- with negative outlook; and The Wall Street
Journal reported pizza chain enlisted restructuring lawyers at
Kirkland & Ellis LLP and bankers at Moelis & Co.

On March 5, 2014, the Debtors commenced solicitation of the
Proposed Joint Prepackaged Chapter 11 Plan of Reorganization.  The
Plan received near unanimous support from the Debtors' prepetition
secured lenders, with Holders of approximately 98% of the
outstanding Prepetition Secured Lender Claims in dollar amount
voting to accept the Plan.

On March 26, 2014, the United States Trustee appointed an official
committee of unsecured creditors, consisting of (i) Performance
Food Group, Inc., (ii) PepsiCo Sales, Inc., (iii) GGP Limited
Partnership, (iv) Simon Property Group, Inc., and (v) The Macerich
Company.  The Committee is represented by Jay R. Indyke, Esq.,
Cathy R. Herschopf, Esq., Seth Van Aalten, Esq., and Alex
Velinsky, Esq., at Cooley LLP.  Mesirow Financing Consulting, LLC
serves as its financial advisors.

Counsel for the Prepetition Agent and DIP Agent is Milbank, Tweed,
Hadley & McCloy LLP's Evan R. Fleck, Esq.


SEDONA DEV'T: Court Enters Final Decree Closing Cases
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has entered
a final decree closing the Chapter 11 cases of Sedona Development
Partners, LLC, et al., effective as of Dec. 31, 2013.

The order was entered on March 18, 2014.

The Debtors Sedona Development and The Club at Seven Canyons, and
Specialty Mortgage Corp. have won confirmation of their Joint Plan
of Reorganization dated Feb. 6, 2013.  Pursuant to the Joint Plan,
the operations of the Debtors were consolidated under Villa
Renaissance as the Reorganized Debtor, which was vested, as of the
effective date of the Joint Plan, with all property of the
Debtors' estates that were not transferred to creditors as
provided in the Joint Plan.

Since the entry of the confirmation order, the Reorganized Debtor
has substantially consummated the provisions of the Joint Plan in
that the debts have been paid or satisfied in compliance and in
accordance with the Joint Plan.

                 About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club at Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Esq., at Polsinelli Shughart PC,
in Phoenix, Ariz., assist the Debtors in their restructuring
efforts.  Lender Specialty Trust is represented by Joseph E.
Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher &
Kennedy, P.A.  Sedona disclosed $29,171,168 in assets and
$121,679,994 in liabilities.


SHUBH HOTELS: May Auction to Start With $9.1 Million Bid
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that The Guest Suites of Boca Raton, Florida, will be sold
for $9.1 million absent a better offer at auction on May 15.

According to the report, a trustee was appointed at the behest of
secured lender United Central Bank, owed $36.2 million.  The
report said the bankruptcy judge approved procedures with
competing bids due April 30. The May 15 auction will be held in
court, immediately preceding the sale-approval hearing.

Shubh Hotels Boca, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 24, 2014.  The case is In re Shubh Hotels
Boca, LLC, Case No. 14-14225 (Bankr. S.D. Fla.).  The Debtor's
counsel is Susan D. Lasky, Esq., at SUSAN D LASKY, PA, in Fort
Lauderdale, Florida.  The Debtors said its estimated assets range
from $0 to $50,000, while its estimated liabilities range from $10
million to $50 million.  The petition was signed by Atul Bisaria,
manager.


SINO CLEAN: Judge Peck Appoints Robert Seiden as Receiver
---------------------------------------------------------
In an unprecedented ruling in the U.S.-listed Chinese stocks
(RTOs) sector, Judge Bridget Robb Peck of the Second District
Court of Nevada at a hearing on April 16, 2014 ruled in favor of
all plaintiff shareholders' petitions against Sino Clean Energy,
Inc. (SCEI), including their petition to place the Nevada
corporation immediately into receivership.  In her final Order
issued on May 12, 2014, Judge Peck appointed Robert Seiden as the
receiver for the Company effective immediately and, under
applicable Nevada statute, Judge Peck's appointment of a receiver
is not subject to appeal.

Mr. Seiden previously has been named as and has acted as a very
effective receiver for a number of other U.S.-listed Chinese
companies, including in the ground-breaking case of ZST Digital
Technologies (ZSTN) before the Delaware Chancery Court.  With
respect to his new appointment as receiver for SCEI, Mr. Seiden
said: "We plan to deploy an aggressive and experienced group of
global professionals to help carry out this charge, including
lawyers from international law firm Foley Lardner, forensic
accountants and investigators from Confidential Security &
Investigations (CSI), and other global financial, banking and
business professionals.  In addition, we intend to work
cooperatively with U.S. and Chinese government agencies as we have
in our past successful receiverships."

Judge Peck's ruling in the SCEI case in Nevada came under chapter
NRS 78.650 which states in part:

NRS78.650Stockholders' application for injunction and appointment
of receiver when corporation mismanaged.

Any holder or holders of one-tenth of the issued and outstanding
stock may apply to the district court in the county in which the
corporation has its principal place of business or, if the
principal place of business is not located in this State, to the
district court in the county in which the corporation's registered
office is located, for an order dissolving the corporation and
appointing a receiver to wind up its affairs, and by injunction
restrain the corporation from exercising any of its powers or
doing business whatsoever, except by and through a receiver
appointed by the court, whenever: (a)The corporation has willfully
violated its charter; (b)Its trustees or directors have been
guilty of fraud or collusion or gross mismanagement in the conduct
or control of its affairs; (c)Its trustees or directors have been
guilty of misfeasance, malfeasance or nonfeasance;

All interested parties may request Judge Peck's final Order by
contacting Department 13, Janet Taylor, Legal Assistant to The
Honorable Bridget Robb Peck, (775) 325-6732.

SCEI last filed quarterly financials with the SEC in May, 2012.
On August 4, 2013, a Form 13D was filed with the SEC by a Group of
SCEI shareholders holding more than 5% ownership of SCEI based on
its last common share count reported with the SEC.  The Group
joined together in a binding Voting Agreement with the intent to
engage in communication with the Board of Directors and Management
in order to facilitate a resumption of regular quarterly financial
and operational performance reporting with the SEC and the
investment community following the final settlement taking effect
on July 10, 2013 for the outstanding consolidated shareholders
class action lawsuit.  Despite repeated attempts in detailed
letters to the Board of Directors and Management, the 13D Group
was unable to achieve an effective dialogue with the Company.
Accordingly, the 13D Group on October 22, 2013 joined with another
group of shareholders in filing a lawsuit petitioning the Company
under Chapter NRS 78.345 which states:

NRS78.345Election of directors by order of court upon failure of
regular election.

If any corporation fails to elect directors within 18 months after
the last election of directors required by NRS 78.330, the
district court has jurisdiction in equity, upon application of any
one or more stockholders holding stock entitling them to exercise
at least 15 percent of the voting power, to order the election of
directors in the manner required by NRS 78.330.

The application must be made by petition filed in the county where
the principal office of the corporation is located or, if the
principal office is not located in this State, in the county in
which the corporation's registered office is located, and must be
brought on behalf of all stockholders desiring to be joined
therein.  Such notice must be given to the corporation and the
stockholders as the court may direct.

The directors elected pursuant to this section have the same
rights, powers and duties and the same tenure of office as
directors elected by the stockholders at the annual meeting held
at the time prescribed therefore, next before the date of the
election pursuant to this section, would have had.

The Company failed to respond to this petition and was found in
default under Chapter NRS 78.345 by the Court in Clarke County
(Las Vegas), Nevada on December 17, 2013.  Shortly thereafter, the
Shareholders Group filed the petition with the Second District
Court in Washoe County (Reno), Nevada to place the Company into
receivership under NRS 78.650.

Regarding Judge Peck's Order, Jim Sutter, the leader of the Nevada
legal actions on behalf of the SCEI Shareholders stated, "This is
not the first Chinese RTO that has been placed into receivership.
There are prior precedent-setting cases in which the Delaware
Chancery Court ruled to place a Chinese RTO into receivership.
However, this is the first known ruling in Nevada to put a Chinese
RTO into receivership.  The previous rulings in Delaware are based
on individual shareholders who petitioned the Delaware Court of
Chancery to open the Company's books and records and in which the
defendant Company ignored the petition.  The Delaware Chancery
Court's rulings ordered the Receiver to act on behalf of the
Court-awarded 'put' option for the benefit only of the individual
shareholder plaintiff in each case.  By contrast, the Nevada Court
Order by Judge Peck differs considerably, as it charges the
receiver Mr. Seiden under applicable Nevada statute to maximize
the value of SCEI on behalf of all the shareholders.  The SCEI
Shareholders Group views Judge Peck's Order to be a major
precedent, as it sends a message to all Chinese RTO companies
registered in Nevada that there can be severe legal consequences
from a strategy to 'go dark' by discontinuing regular required
reporting of Annual and Periodic Reports with the SEC and the
holding of required regular Shareholders Meetings and Elections of
Directors."

Alain Peracca, the elected leader by executed Voting Agreement of
the Schedule 13D filing Group of SCEI Shareholders commented: "The
purpose of the formation of our 13D Group was to try to work
collaboratively with existing management and the Board of
Directors in order for the Company to resume regular required
financial and operational reporting to the SEC, all shareholders,
and the investment community at large and to achieve material
improvements in SCEI's corporate governance.  With the favorable
ruling by Judge Peck in Nevada on all of our petitions including
to appoint Mr. Seiden as receiver, we are optimistic that we will
be able to take strong steps in the months ahead to maximize the
value of SCEI on behalf of all Shareholders.  With SCEI's share
price recently trading at about $0.15, or less than 3% of the
Company's last reported audited book value for 2011, we are very
optimistic about the likelihood of Mr. Seiden's efforts as
receiver to produce value on behalf of all SCEI shareholders that
could be multiples of the recent share price.  We will continue to
monitor and evaluate the situation and we look forward to working
with Mr. Seiden to act in the best interest of all SCEI
shareholders in his capacity as newly-appointed receiver."

                   About Sino Clean Energy Inc.

Sino Clean Energy Inc. -- http://www.sinocei.net/-- is a holding
company.  The Company is a producer of clean coal heating and
energy solutions for residential, commercial and industrial uses
in the People's Republic of China.  The Company produces and
distribute coals water slurry fuel (CWSF), which is a liquid fuel
that consists of fine coal particles suspended in water, mixed
with chemical additives, and is used to fuel boilers and furnaces
to generate steam and heat for both residential / commercial
heating and industrial applications.  As of December 31, 2011, the
Company had total annual production capacity 1,150,000 metric tons
of CWSF.  The Company uses washed coal to produce CWSF, which the
Company procures from local coal mines.  The Company sells its
CWSF exclusively in the People's Republic of China to residential
complex development management companies, commercial businesses,
industrial users, and government organizations.


SOUND SHORE: Panel Seeks Approval of Stipulation With PBGC
----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Sound Shore Medical Center of Westchester,
Mount Vernon Hospital Inc. et al., on behalf and with the consent
of the Debtors, asks the Court to approve a Stipulation and Order
Between the Official Committee of Unsecured Creditors and the
Pension Benefit Guaranty Corporation pursuant to Rule 9019 of the
Federal Rules of Bankruptcy Procedure.

PBGC has filed seven proofs of claim against the Debtors.  The
Committee has disputed certain amounts included in these claims,
particularly (a) PBGC's calculation regarding $1,042,904 of the
amounts allegedly owing due to unpaid minimum funding
contributions and (b) $111,552.43 of the secured portion of PBGC's
claim related to its promissory note debt against Sound Shore
Medical Center of Westchester.

PBGC disputes all of the Committee's allegations regarding the
unpaid minimum funding contribution calculations.

If approved by the Court, the Stipulation and Order would settle
these disputes and provide, among other things, that the Debtors'
estates will receive $808,119.50 from the Escrow, which was
established in an initial amount of $1,154,456.43 in connection
with the Sale of substantially all of the Debtors' assets on
account of the disputed portions of the PBGC's asserted secured
claims that were proposed to be assumed by the Buyer in connection
with the Sale.

The Committee believes that the Stipulation and Order should be
approved because it is in the best intersts of the Debtors, their
estates, and their creditors.

Hearing on the motion is set for May 20, 2014 at 10:00 a.m.,
Eastern Time in Room 501 of the United States Bankruptcy for the
Southern District of New York, 300 Quarropas Street, White Plains,
New York 10601-4140.

                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.


SPECIALTY HOSPITAL OF WASHINGTON: Case to be Moved to Columbia
--------------------------------------------------------------
The Hon. Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware has granted the motion of the District of
Columbus to transfer Specialty Hospital of Washington, LLC's
bankruptcy case to the U.S. Bankruptcy Court for the District of
Columbia.

The District stated in its May 2, 2014 court filing that the venue
should be transferred to the U.S. Bankruptcy Court for the
District of Columbia since the majority of the Alleged Debtor's
significant contacts reside in the District.  The Alleged Debtor
owns and operates healthcare facilities located in the District on
two campuses.  Each campus has a Long-Term Acute Care Hospital and
a Skilled Nursing Facility, commonly called a nursing home.  All
of the Alleged Debtor's facilities are licensed and regulated by
the District of Columbia Department of Health.  The Alleged
Debtor's two Long-Term Acute Care Hospitals are the only LTACHs
located within the District of Columbia and are the only LTACHs in
the immediate metropolitan area surrounding the District of
Columbia.

As shown by the Involuntary Bankruptcy Petition filed on April 23,
2014, four of the five Petitioning Creditors are located in the
District or in the surrounding suburban areas of the District,
including Alexandria, Virginia; Fairfax, Virginia; and Fort
Washington, Maryland.

The District is the largest creditor of the Alleged Debtor holding
at a minimum a claim of approximately $19 million of overpayments
for services provided to Medicaid beneficiaries, and an unknown
amount in various outstanding tax liabilities, including
withholding taxes.  The District's claim is substantially larger
than the approximately $2.7 million combined claims of the six
Alleged Creditors.

On May 7, 2014, the Alleged Debtor filed a joinder in the
District's motion to transfer the case, admitting that there is no
legitimate dispute that the Columbia Bankruptcy Court, rather than
the Delaware Bankruptcy Court, is the appropriate venue for the
case and for the soon-to-be-filed Chapter 11 cases of certain of
the Alleged Debtor's operating affiliates, all of which operate or
support safety-net healthcare providers in the District of
Columbia and all of which are intended to be sold promptly through
a bankruptcy auction process.  The Alleged Debtor said in its May
7 court filing that the Delaware Bankruptcy Court should transfer
this case before considering any substantive relief with respect
to the Alleged Debtor, including the petitioning creditors' ill-
founded motion to have a trustee appointed before an order for
relief against the Alleged Debtor is entered.

                    About Specialty Hospital

Specialty Hospital of Washington, LLC, operates healthcare
facilities located on two campuses in Washington, DC.  The Alleged
Debtor is a subsidiary of Specialty Hospitals of America located
in Portsmouth, New Hampshire.  Based on its website, all of SHA's
health care facilities are located in Washington,
DC, and are operated by the Alleged Debtor, which has its own
Washington facilities -- the Capitol Hill location, the "Hadley"
location.  At each location, the Alleged Debtor has one Long-Term
Acute Care Hospital and one Skilled Nursing Facility.  The Capitol
Hill LTACH is a 60-bed facility and the Hadley LTACH is an 82-bed
hospital.  The Hadley SNF handles 62 patients while the Capitol
Hill SNF has capacity to care for 117 patients.

Six alleged creditors of Specialty Hospital of Washington, LLC,
are seeking to send the hospital to Chapter 11 bankruptcy.  The
involuntary bankruptcy case (Bankr.
D. Del. Case No. 14-10935) was filed in Wilmington, Delaware on
April 23, 2014.

Led by Capitol Hill Group, the creditors are represented by
Stephen W. Spence, Esq., at Phillips, Goldman & Spence, in
Wilmington, Delaware.

Capitol Hill Group claims to be owed $1.66 million on a lease for
non-residential real property while another creditor, Metropolitan
Medical Group, LLC, claims $837,000 for physician services.  The
petitioners assert $2.69 million in total claims.


SPECIALTY HOSPITAL OF WASHINGTON: Creditors Seek Trustee
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Specialty Hospital of Washington LLC should be taken
over by a trustee even before its two long-term acute-care
hospitals in Washington are officially in bankruptcy, in the
opinion of creditors who filed an involuntary Chapter 11
bankruptcy petition on April 23 in Delaware.

According to the report, the creditors are calling for a trustee
because they see "profound confusion" in the hospital's finances
that "jeopardizes" patient case.

They claim the hospitals improperly used a creditor's federal tax
identification number on 1099s sent to workers, the report
related.

There are $50 million in tax liens, judgments and commercial debt,
according to the creditors, including $14 million in unpaid
federal wage taxes, the report further related.  The creditors
contend the hospitals continue to take excess payments from
Medicaid and Medicare.

The creditors filed papers on April 28 asking the judge to hold an
expedited hearing for appointment of a trustee, the report added.

                      About Specialty Hospital

Specialty Hospital of Washington LLC, the operator of two long-
term acute-care hospitals in Washington, was the target of an
involuntary Chapter 11 petition filed on April 23 in Delaware.
The case is In re Specialty Hospital of Washington LLC, 14-bk-
10935, U.S. Bankruptcy Court, District of Delaware (Wilmington).

The Petitioning Creditors are Capitol Hill Group (owed
$1,661,827), CMH, Inc. d/b/a CroppMetcalfe (owed $42,701), JFW
Services, LLC (owed $134,550), J-don Enterprises, LLC (owed
$6,970), Amalgamated Capital Partners, LLP (owed $5,000), and
Metropolitan Medical Group, LLC (owed $836,820).  The Petitioners'
counsel is Stephen W. Spence, Esq., at PHILLIPS, GOLDMAN & SPENCE,
in Wilmington, Delaware.


SPEEDWAY MOTORSPORTS: S&P Affirms 'BB' CCR; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'BB' corporate
credit rating on U.S.-based Speedway Motorsports Inc. (SMI).  The
outlook is stable.

In addition, S&P affirmed issue-level ratings on the company's
senior secured debt.

At the same time, S&P revised its recovery rating on SMI's senior
unsecured notes to '4' (30% to 50% recovery expectation) from '5'
(10% to 30% recovery expectation) and raised its issue-level
rating to 'BB' from 'BB-', in accordance with S&P's notching
criteria.  The recovery rating revision reflects a lower amount of
secured debt outstanding under our simulated default scenario as a
result of about $41 million in secured term loan voluntary
prepayments through the March 2014 quarter.  This results in
improved recovery prospects for the senior notes.

S&P's 'BB' corporate credit rating on SMI reflects its assessment
of the company's business risk profile as "fair" and its
assessment of the financial risk profile as "significant."

"Our assessment of SMI's business risk profile as fair reflects
its reliance on an event-driven business model, the susceptibility
of much of its revenue base to the economic cycle, and the
existence of substitute entertainment events.  While these are
risk factors across the motorsports industry, SMI compares
unfavorably to its large competitor International Speedway in
terms of track and event diversity.  Partially offsetting these
risks are the company's good EBITDA margin, good market position
in the motorsports industry, and high barriers to entry stemming
from significant capital costs for new racetracks and a limited
supply of high-margin NASCAR racing dates," S&P said.

"Additionally, SMI's business risk profile benefits from good
revenue visibility from contracted NASCAR broadcasting revenue.
While the existing contract is set to expire in 2014, in August
2013, NASCAR finalized a new broadcast rights agreement for its
three national touring series with NBCUniversal and Fox Sports
Group for 10 years through the 2024 season.  We estimate the new
NBC and Fox agreements increase the aggregate gross annual rights
fee payments to NASCAR by approximately 45%, implying a
significant increase in annual broadcasting revenue for SMI over
the life of the new contract.  NASCAR's contract with current
partners ESPN and Turner ends after the 2014 season," S&P noted.

"Our assessment of SMI's financial risk profile as significant
reflects debt to EBITDA that we expect to remain in the low-3x
area and EBITDA coverage of interest expense of over 5x through
2015. NASCAR broadcasting revenue (41% of 2013 total revenue) was
up 3% in 2013, but ticket price discounting and lower attendance
at events continued to drag on revenues, resulting in an overall
decline in total revenue of about 2%.  This was in line with our
full-year forecast for a low-single-digit percentage revenue
decrease in 2013.  Given SMI's relatively high fixed costs,
margins have remained under pressure.  EBITDA was down 7% in
2013," S&P noted.


SUBURBAN PROPANE: Moody's Rates $525MM Sr. Unsecured Notes 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the new $525
million unsecured senior notes offering by Suburban Propane
Partners, L.P.  The proceeds of the note offering will be used to
refinance the $497 million 7.5% senior notes due 2018. Suburban's
other ratings are unchanged and the outlook remains stable.

"The new notes have been issued to take advantage of favorable
high yield capital market conditions and will translate into
interest savings for Suburban," commented Arvinder Saluja, Moody's
Analyst. "Suburban will extend its debt maturity profile and
because this transaction is essentially debt for debt, there is no
impact on existing ratings."

Issuer: Suburban Propane Partners, L.P.

Upgrades:

Issuer: Suburban Propane Partners, L.P.

  Senior Unsecured Regular Bond/Debenture Mar 15, 2020, Upgraded
  to a range of LGD4, 61 % from a range of LGD4, 64 %

  Senior Unsecured Regular Bond/Debenture Aug 1, 2021, Upgraded
  to a range of LGD4, 61 % from a range of LGD4, 64 %

Assignments:

Issuer: Suburban Propane Partners, L.P.

Senior Unsecured Regular Bond/Debenture, Assigned Ba3

Senior Unsecured Regular Bond/Debenture, Assigned a range of
LGD4, 61 %

Ratings Rationale

Proceeds from Suburban's proposed $525 million senior unsecured
notes offering will be used to redeem the company's $497 million
7.5% senior notes due 2018 at an early tender price of about
$106.135. Despite the prepayment premium, this is expected to
result in interest savings and extends the maturity by six years
while maintaining the company's staggered debt maturity range.

The Ba3 ratings on the senior unsecured notes reflect the
company's probability of default of Ba2-PD and a loss given
default of LGD4 (61%). The size of the revolver's potential
priority claim to the assets results in the senior debt being
rated one notch beneath the Ba2 Corporate Family Rating (CFR)
under Moody's Loss Given Default Methodology.

The Ba2 CFR is supported by Suburban's significant scale and
market position in the propane industry, its strong track record
of successful cost reduction efforts augmented by the synergies
achieved with the Inergy acquisition, and management's historical
preference for conservative financial policies. The rating is
tempered by characteristics of the propane sector which include a
high degree of sensitivity to unpredictable external factors such
as weather, a trend of secularly declining volumes, the highly
competitive and fragmented nature of the sector and growth
opportunities limited to acquisitions as opposed to organic
growth.

The SGL-2 liquidity rating reflects good liquidity. Suburban had
$69 million in cash on hand as of early May, 2013 along with $251
million in availability under its $400 million revolving credit
facility. Covenants under the facility include a minimum interest
coverage ratio of 2.25x (which steps up to 2.5x effective the
third quarter of 2014) and a maximum consolidated leverage ratio
of 4.75x. Maximum consolidated leverage steps up to 5.0x during an
acquisition period in order to grant the company financing
flexibility. Moody's believe Suburban will be in compliance with
these covenants through mid 2015. Apart from the credit facility
that matures in 2017, there are no other debt maturities until
2020.

An upgrade is unlikely in the near to medium term. Moody's would
consider an upgrade if debt/EBITDA approaches 2.5x, liquidity
remains good and future acquisitions are expected to be both
accretive and mostly equity funded. The rating could be downgraded
if debt/EBITDA rises above 4.5x for a sustained period. Higher
leverage would be tolerated in the event of an acquisition that
materially improves Suburban's business profile assuming the
company has a clear plan to bring leverage below 4.0x in a
reasonable timeframe.

Suburban Propane Partners, L.P. is a master limited partnership
(MLP) based in Whippany, New Jersey. Suburban distributes propane,
fuel oil and refined fuels and markets natural gas and
electricity.


STOCKTON, CA: Four-Day Plan Trial Began Tuesday
-----------------------------------------------
Steven Church and Dawn McCarty, writing for Bloomberg News,
reported that Marc Levinson, a lawyer for the city of Stockton,
California, began a four-day hearing May 13 in Sacramento to win
approval of a plan that will be modified this week as Stockton and
Franklin Resources Inc. negotiate the size of the firm's claim.

Two of Franklin's funds are slated to receive only 1% of the $35
million they are owed under the current plan, while other
creditors are due to collect anywhere from half to all of what
they are owed.  San Mateo, California-based Franklin, which
manages the Franklin and Templeton mutual funds, objected to
Stockton's plan.

"The city can pay more than a penny on the dollar," James
Johnston, an attorney for Franklin, said in his opening statement
May 13, according to Bloomberg.  Evidence presented this week will
"confirm that what looks wrong is, in fact, wrong," he said.

However, Stockton's lawyer, Mr. Levinson told the Bankruptcy Judge
Tuesday: "Compared to the $1 billion Franklin funds, $37 million
is a rounding error," while Stockton is "in a fight for its life."
He said, "The city has offered to pay what it thinks it can pay."

According to Bloomberg, Jim Spiotto, Esq., an attorney with
Chapman Strategic Advisors LLC in Chicago, said in an interview
that few, if any, municipal bankruptcy cases have gone this far
without big stakeholders settling.  Mr. Spiotto said: "I can't
think of one where there was a major creditor contesting
confirmation."

Bloomberg recounted that Stockton has reached deals with:

     -- Assured Guaranty Corp., which insured $164.7 million
        in bonds.  Assured was given an office building
        that Stockton had planned to use as a city hall;

     -- current and retired city workers, who claimed cuts
        to retiree health care would cost them $545 million
        over their lifetimes.  Current and former workers got
        $5.1 million;

     -- the California Public Employees' Retirement System,
        which will be paid in full.  Stockton had said in
        court filings that imposing cuts would have threatened
        the city's participation in the pension system, and
        had Calpers thrown Stockton out of the fund, the city
        would have faced a $1.62 billion claim for unfunded
        pension liability.

                      About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


STEINWAY MUSICAL: Moody's Rates $105MM Add-on Secured Debt 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Steinway Musical
Instruments, Inc.'s $105 million add-on to its 1st lien senior
secured term loan. The proceeds will be used to repay the second
lien term loan. The rating on the existing first lien senior
secured term loan was downgraded to B2 from B1. The B2 Corporate
Family Rating and B2-PD Probability of Default Rating were
affirmed. The rating outlook is stable.

"The downgrade of Steinway's existing 1st lien term loan to B2
from B1 reflects the elimination of the loss absorption provided
by the 2nd lien term loan," said Kevin Cassidy, Senior Credit
Officer at Moody's Investors Service. The B2 rating on the 1st
lien term loan (existing and add-on) is the same as the B2
Corporate Family Rating as this represents the majority of debt in
Steinway's capital structure.

Rating assigned:

  $105 million first lien senior secured term loan due 2019, at
  B2 (LGD 4, 53%)

Ratings affirmed:

  Corporate Family Rating, at B2

  Probability of Default Rating, at B2-PD

Rating downgraded:

  First lien senior secured term loan due 2019, to B2 (LGD 4,
  53%) from B1 (LGD 3, 39%)

Rating affirmed and to be withdrawn at close:

  $100 million second lien secured term loan due 2020, at Caa1
  (LGD 5, 79%)

Ratings Rationale

Steinway's B2 Corporate Family Rating reflects the company's small
size in terms of revenue, narrow product focus, high leverage --
pro forma debt/EBITDA is 6.0 times -- and the inherent risks
associated with being owned by a hedge fund. These risks include
possible actions such as dividend payments or other shareholder
returns, although such actions are not expected by the company in
the near-term. The rating is supported by Steinway's strong brand
recognition and high product quality, geographic diversification
and product diversification within musical instruments.

The stable outlook reflects Moody's expectation that debt/EBITDA
will remain at or near 6 times times over the next 12 to 18
months, despite the expected demand growth in China and in the
United States. Ratings could be downgraded if it appeared that
debt/EBITDA will rise to and remain above 7.0 times for any
reason, or if liquidity meaningfully deteriorated. A higher rating
would require that the company achieve greater scale in terms of
revenue as well as show the ability and willingess to achieve and
maintain debt/EBITDA at or below 4.0 times.

Steinway Musical Instruments, Inc., headquartered in Waltham,
Massachusetts, is one of the world's leading manufacturers of
musical instruments. The company's products include Steinway &
Sons, Boston and Essex pianos, Selmer Paris saxophones, Bach
Stradivarius trumpets, C.G. Conn French horns, King trombones, and
Ludwig snare drums. Revenues for the twelve months ended March 31,
2014, approximated $380 million.


TANDY BRANDS: Voluntary Chapter 7 Consented
-------------------------------------------
BankruptcyData reported that following a March 11, 2014
involuntary Chapter 7 filing, Tandy Brands Accessories consented
to a voluntary Chapter 7 filing with the U.S. Bankruptcy Court in
the Northern District of Texas, case number 14-31252.

The Company, which designs and markets branded men's, women's and
children's accessories like belts, gifts, and small leather goods,
is represented by Michael P. Massad, Jr. of Winstead, BData
reported.

BData, citing documents filed with the SEC, further reported,
"[A]fter careful consideration of the results of the Article 9
process, the disposition of certain additional assets during the
pendency of the Involuntary Position pursuant to authority under
Section 303(f) of the U.S. Bankruptcy Code, the remaining assets
available for creditors, the costs associated with any further
opposition to the Involuntary Petition and the outstanding
obligations of the Company and its subsidiaries, the Company
determined it would be advisable and in the best interests of its
stakeholders to consent to the Involuntary Petition and the
appointment of a trustee. The Company anticipates that its senior
lender will have been paid in full and amounts will be available
to the Company's unsecured creditors. The Company does not
anticipate any amounts will be available for distribution to the
Company's equity holders."


TAVERN ON THE GREEN: Reopens in Understated Fashion
---------------------------------------------------
Sophia Hollander, writing for The Wall Street Journal, reported
that Tavern on the Green has reopened after a four-year hiatus
with a bold break from its past identity: It barely acknowledged
the occasion.

According to the report, there were no swords doubling as carving
knives, such as the one featured in the restaurant's last
reopening in 1976 under restaurateur Warner LeRoy. There were no
gigantic sundaes or 16-foot long cakes. And it was far too cold
for bikinis.

The loudest noise came from whistles screeching from a crowd of
union protestors, the report related.  Instead of animal topiary,
customers were greeted by a giant inflated rat.

"Just more bells and whistles," the report cited proprietor Jim
Caiola with a strained smile as saying.

It was all part of the new low-key Tavern concept, the Journal
said.  By 7:30 p.m., the restaurant was pleasantly full with
reservation-holding customers and bar walk-ins, but was hardly
crowded, with couples and friends tucked into low booths by the
bar.  Quiet conversations filtered through the room over a mellow
soundtrack of Norah Jones and Frank Sinatra. Tavern officials said
they served 557 diners that day.

                     About Tavern on the Green

Tavern on the Green LP was the operator of the 75-year-old
restaurant in New York's Central Park.  Tavern on the Green was
founded in 1934 by New York Parks Commissioner Robert Moses and
the license was bought by restaurateur Warner LeRoy in 1974.  The
Company filed for Chapter 11 (Bankr. S.D.N.Y. Case No. 09-15450)
on Sept. 9, 2009, estimating up to $50 million each in assets and
debts. The restaurant closed New Year's Eve 2010.

New York City -- the Tavern's landlord -- and the Debtor both
claimed ownership of the "Tavern on the Green" trademark.  In
March 2010, the city of New York City won the right to the trade
name.  Following the trademark ruling, the bankruptcy judge
converted the case to Chapter 7.  Jil Mazer-Marino of Meyer Suozzi
English & Klein PC, appointed Chapter 7 trustee, appealed the
ruling.  The parties put the appeal on ice while they negotiated
settlement.

In April 2011, a settlement was announced between the city of New
York and the Chapter 7 Trustee for Tavern on the Green Limited
Partnership LP and LeRoy Adventures, Inc. concerning the ownership
of the trademark "Tavern on the Green."  Under the settlement, the
City will own the Tavern on the Green trademark registration for
restaurant and bar services and will have the exclusive use of the
name Tavern on the Green for restaurant services in New York City,
including the world renowned location in Central Park.  The deal
authorizes the Chapter 7 Trustee to sell the estates' use rights
to a third party, allowing the buyer to use the Tavern on the
Green name and current logo for restaurants located outside of New
York, New Jersey, Connecticut and a portion of Pennsylvania.  The
settlement also allows the buyer to use the name Tavern on the
Green for branding of a wide variety of products including
packaged foods, home furnishing and accessories. The settlement
agreement allows the estates' successor to operate without payment
of royalties to the City of New York.  The Chapter 7 Trustee hired
Streambank LLC as agent.  A portion of the proceeds from the
Chapter 7 Trustee's sale of the use rights -- 25% of net proceeds
-- will be distributed to the City.


TELEXFREE LLC: Owners Face Criminal Charges Over Pyramid Scheme
---------------------------------------------------------------
The Wall Street Journal's Tom Corrigan reported that federal
prosecutors on Friday brought criminal charges against TelexFree
LLC co-owners James Merrill and Carlos Wanzeler.  The U.S.
attorney's office in Massachusetts charged each man with one count
of conspiracy to commit wire fraud related to the alleged pyramid
scheme. If convicted, they could each face up to 20 years in
prison.

Federal securities regulators have accused the company of
operating a $1 billion pyramid scheme that targeted immigrants.

The report also said Mr. Merrill, 53, was arrested by federal
agents Friday and made an appearance in U.S. District Court in
Worcester.  U.S. Attorney Carmen M. Ortiz indicated Mr. Wanzeler,
45, may have fled the country.

                         About TelexFREE

TelexFREE -- http://www.TelexFREE.com-- is a telecommunications
business that uses multi-level marketing to assist in the
distribution of voice over internet protocol telephone services.
TelexFree's retail VoIP product, 99TelexFree, allows for unlimited
international calling to seventy countries for a flat monthly rate
of $49.90.  TelexFREE has over 700,000 associates or promoters
worldwide.

The company believes the sales of the 99TelexFree product, the
TelexFree "app," and other new products will ultimately prove
successful and profitable.  The company is struggling, however,
with several factors that required it to seek chapter 11
protection.  First, the Company experienced exponential growth in
revenue between 2012 and 2013 (from de minimus amounts to over $1
billion), which put tremendous pressure on the Company's
financial, operational and management systems.  Second, although
the company revised its original compensation plan to promoters in
order to address certain questions that were raised regarding such
plan, the company believes that the plans need to be further
revised.  Finally, the trailing liabilities arising from the
original compensation plan are difficult to quantify and have
resulted in substantial asserted liabilities against the company,
a number of which may not be valid.

TelexFREE LLC and two affiliates sought bankruptcy protection
(Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014.

Alvarez & Marsal North America, LLC serves as restructuring
advisor and Greenberg Traurig, LLP and Gordon Silver serve as
legal advisors to TelexFREE.

TelexFree, LLC, estimated $50 million to $100 million in assets
and $100 million to $500 million in liabilities.

Earlier in May 2013, Bankruptcy Judge August Landis in Las Vegas
ruled that the location of TelexFree's offices, assets and
creditors, as well as the convenience of access to the company's
books and records, all justified transferring the venue of the
case to the U.S. Bankruptcy Court in Massachusetts.


THOMPSON CREEK: Swings to $39.1 Million Net Loss in First Quarter
-----------------------------------------------------------------
Thompson Creek Metals Co filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $39.1 million on $161 million of total revenues for
the three months ended March 31, 2014, as compared with net income
of $900,000 on $108.7 million of total revenues for the same
period last year.

As of March 31, 2014, the Company had $2.98 billion in total
assets, $1.96 billion in total liabilities and $1.02 billion in
shareholder's equity.  The Company's cash and cash equivalents
balance is $202.7 million at March 31, 2014.

Jacques Perron, chief executive officer of Thompson Creek, said,
"During the first quarter of 2014, we continued to focus on
execution and are pleased to report good progress at Mt. Milligan.
As previously disclosed, we reached a significant milestone in
February of this year when Mt. Milligan achieved commercial
production.  Our new Mt. Milligan leadership team focused on the
optimization of the mine and mill, which resulted in improvements
in concentrate production and cash costs.  Payable copper
production increased 52.1% from the previous quarter and by-
product cash costs decreased 68.8%.  Payable gold production
increased 118.3% from the previous quarter, and co-product cash
costs decreased 56.3%.  We expect Mt. Milligan to ramp up to 75 to
80% of the designed mill throughput of 60,000 tonnes per day by
the end of 2014 and continue to ramp up to 100% during 2015."

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

                        http://is.gd/xSrFqA

                     About Thompson Creek Metals

Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company.  The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.  More
information is available at http://www.thompsoncreekmetals.com

                           *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'.  "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


TLC HEALTH: Section 341(a) Creditors Meeting Adjourned to June 9
----------------------------------------------------------------
The meeting of creditors of TLC Health Network, which was
previously scheduled for May 12, has been adjourned to June 9, at
12:00 p.m.

The meeting of creditors will be held at Buffalo UST - Olympic
Towers.

The meeting, which is required under Section 341(a) of the
Bankruptcy Code, offers creditors a one-time opportunity to
examine a company's representative under oath about its financial
affairs and operations that would be of interest to the general
body of creditors.

                   About TLC Health Network

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  Damon & Morey LLP is the Debtor's
Special Health Care Law and Corporate Counsel.  The Bonadio Group
is the Debtor's accountants.  Howard P. Schultz & Associates, LLC
is the Debtor's appraiser.

The case is assigned to the Hon. Carl L. Bucki.

A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee.  Bond,
Schoeneck & King, PLLC is the counsel to the Committee.  The
Committee has tapped NextPoint LLC as financial advisor.

Gleichenhaus, Marchese & Weishaar, PC is the general counsel for
Linda Scharf, the Patient Care Ombudsman of TLC Health.


TOWER GROUP: Fitch Withdraws 'CC' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has downgraded and maintained on Rating Watch
Evolving the Insurer Financial Strength (IFS) ratings of Tower
Group International, Ltd.'s (TWGP; Tower) operating subsidiaries
to 'CCC' from 'B'.  Subsequent to this action, Fitch has withdrawn
these ratings and all of Tower's ratings including the 'CC' Issuer
Default Rating (IDR) of the parent, due to insufficient
information.  At the time of withdrawal all ratings were on Rating
Watch Evolving due to the planned merger with ACP Re, Ltd. (ACP
Re).

Key Rating Drivers

Fitch's downgrade of Tower's operating subsidiaries follows the
recent filing of the company's 2013 GAAP financial statements.
The filing disclosed further deterioration in the company's
reserve position during the fourth quarter of 2013.  This reserve
charge of $63 million follows previously announced charges of $470
million.  The additional reserve strengthening was outside of
expectations for the previous rating.

In addition, the filing reported that six U.S. based operating
companies had NAIC risk based capital (RBC) below the Company
Action Level established by regulators, and two Bermuda based
operations capital solvency ratios below minimum thresholds set by
Bermuda regulators as of year-end 2013.  A cut-through reinsurance
transaction effective Jan. 1, 2014 materially improved the capital
position of many of these companies.

Fitch notes that Tower has a $150 million debt maturity on Sept.
15, 2014.  Fitch does not believe that Tower has the ability to
meet this obligation using its own financial resources.  The
merger with ACP Re may provide Tower the resources to meet the
maturity.

However, Fitch does not rate ACP Re, a private entity with limited
public financial data, and thus is unable to form an opinion on
its creditworthiness and its abilities to provide funding to Tower
to support the debt repayment.  Fitch does not expect to receive
financial information on ACP Re in the near to intermediate term.
Accordingly, Fitch cannot assess the probably of default on this
debt at this time, including if the default appears probable ('CC'
definition) as per the most recent rating; or if default is
imminent or inevitable ('C' definition), which would be the case
would ACP Re be considered unable or unwilling to provide funding;
or if some other scenario should be considered in setting the
rating.

Fitch also would not expect to have sufficient information to rate
Tower's IDR, debt or policyholder obligations post close if Fitch
still had no information on ACP Re, even if ACP Re ultimately
provided funding to support the Sept. 15, 2014 debt repayment.
Therefore, Fitch is withdrawing all ratings on Tower and its
operating subsidiaries due to a lack of robust data to maintain
the ratings.

Fitch has maintained on Rating Watch Evolving and subsequently
withdrawn the following ratings:

Tower Group International, Ltd.

IDR 'CC'.

Tower Group, Inc.

  IDR 'CC';
  5% senior convertible debt rating 'C'.

Fitch has downgraded to 'CCC' from 'B', maintained on Rating Watch
Evolving, and subsequently withdrawn the IFS ratings for the
following companies:

Tower Insurance Company of New York
Tower National Insurance Company
Preserver Insurance Company
CastlePoint National Insurance Company
York Insurance Company of Maine
Hermitage Insurance Company
CastlePoint Florida Insurance Company
North East Insurance Company
Massachusetts Homeland Insurance Company
CastlePoint Insurance Company
Kodiak Insurance Company


TRANSDIGM INC: Moody's Affirms 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has affirmed the ratings, including the
B2 Corporate Family Rating and the B2-PD Probability of Default
rating of TransDigm, Inc. Concurrently, Moody's assigned a Ba3
rating to the company's proposed $625 million first lien term loan
D facility due 2021 and assigned a Caa1 rating to the new $2.3
billion of subordinated debt. Proceeds from the transaction will
be used to finance a dividend of $1.4 billion and to refinance the
existing $1.6 billion senior subordinated notes due 2018. Ratings
on the existing $1.6 billion senior subordinated notes due 2018
and the revolving credit facility due 2015 are expected to be
withdrawn upon completion of the transaction. The rating outlook
remains stable.

Issuer: TransDigm, Inc.

The following ratings were affirmed:

Corporate Family Rating, affirmed at B2

Probability of Default Rating, affirmed at B2-PD

Ba3 (LGD2, 25%) on the $500 million first lien term loan B due
2017

Ba3 (LGD2, 25%) on the $2,600 million first lien term loan C due
2020

Caa1 (LGD5, 80%) on the $550 million senior subordinated notes due
2020

Caa1 (LGD5, 80%) on the $500 million senior subordinated notes due
2021

Speculative grade liquidity rating at SGL-1

Rating outlook, Stable

The following ratings were assigned:

Ba3 (LGD2, 25%) to the new $400 million revolving credit facility
due 2018

Ba3 (LGD2, 25%) to the new $625 million first lien term loan D due
2021

Caa1 (LGD5, 80%) to the new $2.3 billion subordinated debt

Ratings Rationale

The B2 CFR rating balances TransDigm's high financial risk
tolerance and its aggressively leveraged balance sheet against the
company's demonstrated track record of strong revenue and earnings
growth supported by the proprietary and sole-source nature of many
of the company's products. Moody's believes that the company's
large and growing installed base of products across multiple
platforms and carriers and its focus on the profitable aftermarket
business adds stability to the company's revenue stream. The
company is estimated to derive over 50% of its sales and in excess
of 70% of its EBITDA from the aftermarket segment which serves to
partially mitigate the risks associated with the cyclical nature
of the industry.

Moody's views TransDigm's highly profitable businesses along with
the stability provided by its aftermarket focus and its strong
liquidity profile as enabling the company to manage the large debt
burden resulting from its aggressive financial policies. The
proposed dividend of $1.4 billion is the third such special
dividend that the company has paid to its shareholders over the
last 18 months and represents the most aggressive capitalization
to date. Pro forma leverage of 7.1x (or 7.9x on a Moody's adjusted
basis excluding acquisition-related expenses and non-cash
compensation) is meaningfully higher than previous dividend
capitalizations (6.5x in June 2013 and 5.3x in late 2012) and acts
as a constraint on financial flexibility. Moody's views pro forma
leverage levels as being firmly at the weaker end of the rating
category, As such, the company's ability to meet its earnings and
cash flow targets and reduce leverage to more sustainable levels
in the near-to-intermediate term will be critical rating
considerations.

The stable outlook reflects expectations that TransDigm will
delever over the coming quarters through continued EBITDA growth
and that the company will not make additional dividends or
significant debt-financed acquisitions in the near-term.
TransDigm's operating performance should benefit from the
favorable demand outlook for commercial aerospace build rates as
well as the continued improvement in macroeconomic conditions and
worldwide revenue passenger miles, which drives the highly
profitable aftermarket business.

The SGL-1 speculative grade liquidity rating reflects TransDigm's
robust cash flow generating capabilities driven by the company's
high margin aftermarket business, modest capital expenditure
requirements, and expectations of relatively muted working capital
investments. Cash balances are anticipated to remain elevated (pro
forma 03/29/14 cash is $476 million) while an absence of near-term
maturity obligations and modest annual amortization of
approximately $37 million should also support the very good
liquidity profile. The SGL-1 rating also benefits from the
proposed upsizing of TransDigm's revolving credit facility from
$310 million to $400 million and expectations that the revolver
will have a springing financial covenant (fixed at 7.25x net
leverage) which only comes into effect if usage on the facility
exceeds 25% of revolver commitments on the last day of any given
quarter.

A ratings upgrade is unlikely in the near term given TransDigm's
highly leveraged balance sheet and its aggressive financial
policy. Likely drivers for an upgrade would include leverage
remaining below 5.0x on a ongoing basis coupled with the
maintenance of the company's industry leading margins and a strong
liquidity profile.

Ratings could be pressured downward if EBITDA margins were to
deteriorate into the 30% range or with a weakening of the
liquidity profile or a decline in cash generation. The rating
could also be downgraded if progress towards a more moderate
leverage level were to proceed sluggishly such that leverage were
to remain above 6.5x or if the company were to make additional
debt-financed dividends or acquisitions in the near-term.

The principal methodology used in this rating was the Global
Aerospace and Defense Industry published in April 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.

TransDigm Inc., headquartered in Cleveland, Ohio, is a
manufacturer of engineered aerospace components for commercial
airlines, aircraft maintenance facilities, original equipment
manufacturers and various agencies of the US Government. TransDigm
Inc. is the wholly-owned subsidiary of TransDigm Group
Incorporated (TDG). Revenues for the last 12 month period ending
March 29, 2014 were approximately $2.1 billion.


TRANSDIGM INC: S&P Affirms 'B' CCR on Announced Dividend Payment
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on TransDigm Inc.  The outlook is stable.
At the same time, S&P affirmed its 'B' issue rating on the
company's first-lien term loan.  The '3' recovery rating on this
debt remains unchanged, indicating S&P's expectation for
meaningful recovery (50%-70%) in the event of a payment default.
S&P also affirmed its 'CCC+' rating on the subordinated notes due
2021.  The '6' recovery rating on this debt remains unchanged,
indicating S&P's expectation for negligible recovery (0%-10%) in
the event of a payment default.

In addition, S&P assigned its 'B' issue ratings and '3' recovery
ratings to the proposed $625 million first-lien term loan D and
$400 million revolver.  (The company refinanced its existing $32
million revolving credit facility and upsized its $278 million
revolving credit facility due 2018 to the $400 million revolver.)
The '3' recovery ratings on these debt indicate S&P's expectation
for meaningful recovery (50%-70%) in the event of a payment
default.  S&P also assigned its 'CCC+' rating and '6' recovery
rating to the company's proposed subordinated notes.  The '6'
recovery rating indicates S&P's expectation for negligible
recovery (0%-10%) in the event of a payment default.

"The rating actions reflect TransDigm's recently announced plans
to pay a dividend of $900 million to $1.5 billion, funded with new
debt," said Standard & Poor's credit analyst Tatiana Kleiman.  The
company plans to use the proceeds from the new debt to refinance
its $1.6 billion 7.75% subordinated notes due 2018.  "The
increased debt will result in a moderate deterioration in the
credit ratios, but they should remain within our expectations for
the rating," said Ms. Kleiman.  Pro forma debt to EBITDA will
increase to about 6.0x-6.5x from 6x in 2013.

The outlook is stable.  Although S&P expects improving commercial
aerospace conditions and earnings from acquisitions to allow
TransDigm to partially restore its credit measures from elevated
post-dividend levels, S&P believes that the company's very
aggressive financial policy will result in debt to EBITDA
remaining at about 5.5x-6.5x over the next year.

S&P could lower the rating if total debt to EBITDA rises higher
than 7x for a sustained period because of increased debt to fund
acquisitions or shareholder rewards, particularly if changing
business conditions or weakness in the market prompts S&P to
revise the company's business risk profile assessment to "weak"
from "fair."

S&P do not anticipate an upgrade over the next year unless
management commits to a less aggressive financial policy and debt
to EBITDA remains less than 5x.


UNITED CONTINENTAL: Loss Widens as Other Airlines Soar
------------------------------------------------------
Susan Carey, writing for The Wall Street Journal, reported that
airlines showed again that they don't always fly in formation.

According to the report, earnings results for American Airlines
Group Inc. and Southwest Airlines Co. exceeded Wall Street's
expectations, while JetBlue Airways Corp.'s profit narrowed
sharply and United Continental Holdings Inc. delivered a wider
loss.

The first quarter, typically the weakest of the year for the
industry, was punished in 2014 by severe winter weather that
caused the four carriers to collectively cancel 80,600 flights,
the report related.  That dented revenue and reduced operating
income.

United said the harsh weather broadened its loss by about $200
million in the quarter, the report further related.  Its shares
tumbled 9.8% to $41.53 on the New York Stock Exchange after it
said its first-quarter loss widened to $609 million from $417
million a year earlier. Excluding $120 million in one-time items,
Chicago-based United said its latest loss was $489 million, widely
missing analysts' mean estimate of a $442 million loss. Revenue
was flat at $8.7 billion.

United executives also blamed the company's high costs, a surge of
competitive capacity on U.S.-China routes and the weak Japanese
yen, the report added.  We recognize we are underperforming the
industry," said Chief Financial Officer John Rainey. United merged
with Continental Airlines in 2010 and is now the No. 2 U.S.
airline by traffic. But the combined carrier still hasn't unlocked
all the benefits of that union and has been struggling to explain
its continued shortcomings.


UNITED CONTINENTAL: Fitch Affirms 'B' Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) for
United Continental Holdings, Inc. and its primary operating
subsidiary, United Airlines, Inc. at 'B'.  The Rating Outlook is
Positive.

The rating affirmations follow United's underperformance over the
past year compared to Fitch's original expectations and compared
to its peers.  The Positive Outlook reflects Fitch's continued
expectations that operating results and credit metrics at United
should improve in the near term.  Expectations are supported by
the company's sizeable cost cutting efforts, the general
improvement and reduced risk profile of the North American airline
industry, continued efforts to grow high margin ancillary
revenues, and ongoing efforts to improve the balance sheet.

Fitch revised its Outlook on United to Positive a year ago citing
progress that the company had made in moving past its integration
issues.  Fitch still views the company's credit profile as
improving, and although the company's operational performance in
2013 represented an incremental improvement as compared to 2012,
weaker than expected results in recent quarters indicate that
further improvement is warranted before the ratings are considered
for an upgrade.

Credit concerns include United's high (but improving) leverage,
significant capital requirements in upcoming years to fund new
aircraft deliveries, the company's high cost structure as compared
to North American peers, and expectations for negative free cash
flow in the near term.  Fitch is also cautious regarding apparent
operational missteps that have caused United to underperform
compared to its peers in what has been an otherwise relatively
healthy aviation market.  Other credit concerns that are typical
for the industry include the company's sensitivity to variables
like fuel prices, exogenous events (war or terrorism), and the
broader economic environment.

Key Rating Drivers:

Cost Reduction to Improve Margins:

Fitch views United's current cost cutting program to be a positive
and necessary step towards improving its credit profile.  The
company announced the program last November with the goal to
reduce operating expenses by $2 billion annually by 2017.  Half of
the savings are slated to come from lower fuel burn as United
takes delivery of fuel efficient new planes and implements other
fuel saving techniques such as retrofitting older aircraft with
new winglets and slim line seats.

United expects the remainder to come from things like improved
productivity, maintenance programs, and sourcing/distribution.
United currently operates with one of the highest cost bases (as
measured by CASM ex-fuel) among its North American peers.
Assuming that the program is implemented as planned, Fitch expects
operating margins to expand over the intermediate term.  United
produced an EBITDAR margin of 15% in 2013, which was an
improvement from 13.9 in 2012, but was lower than its main rivals
Delta and American (16.6% and 18.4% respectively).

Positive operating environment:

The Positive Outlook is also reflective of Fitch's view that the
risk profile of the North American airline industry is generally
improving.  Consolidation and capacity constraint continue to be
the overriding themes that are causing the North American airlines
to produce consistently strong profits.  Fitch expects industry-
wide capacity constraint to continue at least for the intermediate
term, with the four largest US Airlines (AAL, UAL, DAL, and LUV)
planning minimal growth at least for this year.  Low capacity
growth mixed with steady, if modest, growth in demand for air
travel should sustain yields and load factors through 2014.

Pressured Pacific Markets:

Increasing competition across the Pacific may present a headwind
in 2014.  Chinese carriers have added significant capacity over
the past year and are expected to continue growing internationally
as they diversify away from an increasingly competitive domestic
market in China.  Weakness in the Asian market impacts all three
of the major American carriers, but has the greatest effect on
United, which has the biggest presence there.

Trans Pacific travel accounted for 15.1% of United's 2013
operating revenue compared to 10.8% for Delta and 3% for American.
While the increase in competition pressured yields in 2013 and the
first quarter of 2014, it is important to note that United's
Pacific network remains the best among the legacy carriers and is
an important longer-term advantage over both Delta and American.

Weak Free Cash Flow:

Fitch expects free cash flow to be negative in 2014 following two
years of negative FCF in 2013 and 2012. United expects gross
capital spending to be between $2.9 and $3.1 billion in 2014, up
from $2.2 billion in 2013.  Roughly two thirds of the projected
spending will be related to aircraft.  As a result, Fitch expects
free cash flow in 2014 to be negative by $500-700 million, similar
to 2013 when FCF was -$720 million.

Improving Credit Metrics:

Adjusted debt/EBITDAR as of March 31, 2014 was 5.4x, an
improvement from where it stood at 6.0x a year prior.  Fitch
expects leverage to continue to improve through 2014, though it
will largely be driven by growing EBITDAR and not by further debt
reduction.  United will continue to take out non-aircraft debt
when possible.

In the first quarter of this year, United paid off $400 million of
8% unsecured notes due in 2024, and extinguished $200 million in
convertible notes with common stock.  The company may also decide
to pre-pay its $800 million 6.75% secured notes due in 2015 when
they become prepayable in September 2014.  However, debt that is
paid down through the year will be largely offset by new debt
taken on to fund aircraft deliveries.  Fitch notes that United's
efforts to reduce debt are flowing through to the income
statement, with total interest charges in 2013 down by $64 million
from 2012.

Adequate Liquidity:

As of March 31st 2014, United maintained slightly more than $6
billion in total liquidity including full availability under its
$1 billion revolver.  Liquidity as a percentage of LTM revenue was
15.7%, which is lower than than some of United's North American
peers, but is considered adequate for the rating.

Fitch expects upcoming debt maturities to be manageable. Since
United will likely continue to fund future aircraft deliveries
with debt, as it has in the past, the company is expected to
generate sufficient operating cash flow to address debt maturities
as they occur.  Maturities total $1.5 billion in 2014, $2 billion
in 2015, and decline thereafter.

Recovery Ratings:

Fitch has upgraded the ratings on United's senior unsecured debt
to 'B/RR4' from 'B-/RR5' and on United's subordinated unsecured
debt to 'B-/RR5' from 'CCC+/RR6'.  The recovery analysis reflects
a scenario in which a going concern enterprise value is allocated
to the various debt classes.  The rating upgrades reflect United's
growing EBITDA base stemming from higher revenues and modestly
expanding margins, leading to a higher estimated enterprise value.
Fitch notes that although the current Recovery Ratings anticipate
average (RR4) recovery prospects for United's unsecured debt,
recovery percentages are highly sensitive to model inputs due to
the heavy weighting of United's capital structure towards secured
debt.  In a range of recovery scenarios Fitch has calculated
unsecured recovery percentages both above and below the 'RR'4
range.

Rating Sensitivities:

Future actions that may individually or collectively cause Fitch
to take a positive rating action include:

-- Adjusted debt/EBITDAR sustained at 4.5-5x;
-- FFO fixed charge coverage sustained above 2x;
-- Further evidence that United's cost restructuring program is
    effective (lower CASM growth rates, expanding margins);
-- EBITDAR margins expanding to greater than 16%;
-- Free cash flow trending towards positive.

Future actions that may individually or collectively cause Fitch
to take a negative rating action include:

-- Adjusted debt/EBITDAR rising above 6x;
-- EBITDAR margins deteriorating into the low double digit range;
-- Persistently negative free cash flow.

Fitch has taken the following rating actions:

United Continental Holdings, Inc.

-- IDR affirmed at 'B';
-- Senior unsecured rating upgraded to 'B/RR4' from 'B-/RR5';
-- Senior unsecured convertible notes upgraded to 'B-/RR5' from
    'CCC+/RR6'.

United Airlines, Inc.

-- IDR affirmed at 'B';
-- Secured bank credit facility affirmed at 'BB/RR1';
-- Senior secured notes affirmed at 'BB/RR1';
-- Senior unsecured rating upgraded to 'B/RR4' from 'B-/RR5'
-- Junior subordinated convertible debentures upgraded to
    'B-/RR5' from 'CCC+/RR6'.


U.S. SHIPPING: S&P Affirms 'B-' CCR on Improved Credit Metrics
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B-'
corporate credit rating on U.S. Shipping Corp. and revised the
rating outlook to positive from stable.

At the same time, S&P affirmed its 'B' issue rating (which is one
notch above the corporate credit rating) on the company's $220
million senior secured term loan B.  The '2' recovery rating
remains unchanged, indicating S&P's expectation for substantial
recovery (70%-90%) in a payment default scenario.

The rating on U.S. Shipping reflect the company's highly leveraged
financial profile, vulnerable market position in the competitive
and capital-intensive shipping industry (given its small fleet of
seven vessels), exposure to cyclical demand swings, limited end-
market diversity, and high customer concentration.  Offsetting
these weaknesses to a limited extent are the company's multiyear
charters with creditworthy counterparties and the improving
fundamentals within the U.S. liquid transportation market.

"The positive outlook reflects our expectation that U.S. Shipping
will continue to benefit from improved charter rates due to the
strong domestic coastwise liquid marine transportation industry,"
said Standard & Poor's credit analyst Michael Durand.

S&P could raise the rating if improved earnings and debt paydown
cause FFO to debt to improve to 15% or higher on a sustained
basis.  In addition, S&P would consider the single largest
shareholder's financial policy in our analysis for an upgrade.

S&P could revise the outlook to stable if the company does not
renew contracts at more favorable charter rates, resulting in FFO
to debt remaining below 10%, and S&P sees limited prospect for
improvement.


UNITED GILSONITE: Stipulation Setting Asbestos Claim Bar Date OK'd
------------------------------------------------------------------
The Hon. Robert N. Opel, II, of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania entered on May 8, 2014, an order
approving the stipulation by and between the Legal Representative
for Future Asbestos Claimants, Official Committee of Unsecured
Creditors, and United Gilsonite Laboratories, a Pennsylvania
Corporation, setting supplemental bar date and establishing
noticing procedures for asbestos property damage claims.

The asbestos property damage claims supplemental notice will set a
supplemental bar date of not earlier than 33 days after the date
of service.  A copy of the notice is available for free at:

   http://bankrupt.com/misc/UNITEDGILSONITE_1767_suppnotice.pdf

The Court previously fixed July 24, 2012, as the deadline to file
proofs of claim against the Debtor that arose prior to March 23,
2011.  By fixing the supplemental bar date for Asbestos Property
Damage Claims, the Debtor is not waiving its rights under the Bar
Date as to any holder of an Asbestos Property Damage Claim with
notice of the Bar Date that failed to timely file a proof of
claim.  Any claimants are and remain forever barred from asserting
the claims.

                    About United Gilsonite

Scranton, Pennsylvania-based United Gilsonite Laboratories is a
small family-owned corporation engaged in the manufacturing of
wood and masonry finishing products and paint sundries.  United
Gilsonite filed for Chapter 11 bankruptcy protection (Bankr. M.D.
Pa. Case No. 11-02032) on March 23, 2011, to address asbestos-
related claims.  UGL is best known for Drylok, a leak-prevention
and waterproofing compound, and Zar wood finish.

Judge Robert N. Opel, II, oversees the case.  Mark B. Conlan,
Esq., at Gibbons P.C., serves as the Debtor's bankruptcy counsel.
Joseph M. Alu & Associates P.C. serves as accountants.  K&L Gates
LLP serves as special insurance counsel.  Garden City Group is the
claims and notice agent.  The Company disclosed $21,084,962 in
assets and $3,008,688 in liabilities as of the Chapter 11 filing.

Roberta A. DeAngelis, United States Trustee for Region 2,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  Montgomery, McCracken, Walker & Rhoads, LLP,
represents the Committee.  The Committee retained Legal Analysis
Systems, Inc., as its consultant on the valuation of asbestos
liabilities.

James L. Patton, Jr., has been appointed as legal representative
for future holders of personal injury or wrongful death claims
based on alleged exposure to asbestos and asbestos-containing
products.  He retained Young Conaway Stargatt & Taylor LLP as his
attorneys.

Charter Oak Financial Consultants LLC serves as financial advisor
to the Unsecured Creditors Committee and the Future Claimants
Representative.


VANTIV LLC: S&P Puts 'BB+' CCR on CreditWatch Negative
------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Vantiv
LLC, including the 'BB+' corporate credit rating, on CreditWatch
with negative implications.

The CreditWatch listing follows Vantiv's May 12, 2014,
announcement that its plans to acquire Mercury Payment Systems LLC
for $1.65 billion in a debt-financed transaction.  Pro forma for
the transaction, S&P expects Vantiv's leverage will increase to
the mid-4x area, without synergies, from about 2.7x at present.
Vantiv plans to amend its current credit facility to allow for
incremental borrowing to finance the transaction.  The company
also plans to extend the facility's maturities and relax its
financial covenants.  S&P expects all debt of Mercury Payment
Systems (about $300 million in term loans outstanding as of
March 31, 2014) will be repaid at the transaction's closing.

"We believe the acquisition will strengthen Vantiv's position in
U.S. merchant payment processing markets by enhancing its client
and sales channel diversification," said Standard & Poor's credit
analyst John Moore.  "The combination presents opportunities for
Vantiv to achieve cost savings by rationalizing processing
networks and supports the company's continued revenue and earnings
growth prospects.  The company also indicated that further
acquisitions will remain a priority."

Standard & Poor's will resolve the CreditWatch listing following
its review of the business, the financial impact of the
transaction on the company's credit profile, and the company's
long-term financial policies.  Upon completion of S&P's review,
rating changes for Vantiv, if any, are not likely to exceed one
notch.  S&P also expects to withdraw all ratings for Mercury
Payment Systems subsequent to the transaction's closing.


VERTICAL COMPUTER: Settles Infringement Suit vs. Interwoven
-----------------------------------------------------------
Vertical Computer Systems, Inc., has settled a patent infringement
claim that the Company was litigating in federal court against
Interwoven, Inc.

Pursuant to the confidential settlement agreement, the Company has
granted to Interwoven and its subsidiaries, affiliates and parent
companies, a non-exclusive, fully paid-up license under the two
patents which were the subject of this litigation, together with
any continuation patents of the Patents-in-Suit and any other
patents with the same priority claim as the Patents-in-Suit.

                       About Vertical Computer

Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.

Vertical Computer reported a net loss applicable to common
stockholders of $3.08 million in 2013 following a net loss
applicable to common stockholders of $2.07 million in 2012.
As of Dec. 31, 2013, the Company had $1.86 million in total
assets, $17.25 million in total liabilities, $9.90 million in
convertible cumulative preferred stock and a $25.29 million total
stockholders' deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company suffered net losses and has a working capital deficiency,
which raises substantial doubt about its ability to continue as a
going concern.


VIGGLE INC: CEO Buys $5 Million Worth of Common Shares
------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Robert F.X. Sillerman disclosed that as of
April 30, 2014, he beneficially owned 8,624,936 shares of common
stock of Viggle Inc. representing 60.8 percent of the shares
outstanding.  Mr. Sillerman is the executive chairman and chief
executive officer of the Company.

On April 30, 2014, the Company closed an underwritten public
offering of 4,375,000 shares of its Common Stock at a price of
$8.00 per share.  Sillerman Investment Company II, LLC, an entity
owned and controlled by Mr. Sillerman, purchased 625,000 shares of
the Company's Common Stock in the offering, for a total purchase
price of $5,000,000.

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

                        http://is.gd/0TcWSx

                          About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  As of Dec. 31, 2013, the Company had $60.63 million
in total assets, $53.94 million in total liabilities, $37.71
million in series A convertible redeemable preferred stock, and a
$31.02 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


WESTERN CAPITAL: Community Banks Loans Extended to March 2015
-------------------------------------------------------------
Western Capital Partners LLC is asking the bankruptcy court for
permission to enter into two Loan Modification Agreements with
Community Banks of Colorado, a division of NBH Bank, N.A.

Prior to the bankruptcy petition date, the Debtor, certain
subsidiaries of the Debtor, and certain principals of the Debtor
entered into loan agreements with the predecessor of Community
Banks to borrow $950,000 (Loan No. 1953316); and $1,827,500 (Loan
No. 1953317).  Loan No. 1953316 has been subsequently modified to
provide that the original principal amount thereof is $1,877,001,
as of July 2012.  Loan No. 1953317 has been subsequently modified
to provide that the original principal amount thereof is
$1,772,833.

According to counsel to the Debtor, Jeffrey A. Weinman, Esq., at
Weinman & Associates, P.C., following the modifications, the
parties have agreed that with respect to Loan Nos. 1953316 and
1953317, the Loan Modification Agreements provide for the loans'
maturity date to be extended until March 31, 2015 and the payment
of interest only payments in accordance with the May 2012
modifications with such interest to be paid through the maturity
date of March 31, 2015.

Richard J. Samson, the Chapter 7 Trustee in the Edra D. Blixseth
bankruptcy case pending in the Bankruptcy Court for the District
of Montana, objects to the proposal of the Debtor to enter into
the amended loan documents relating to $3.65 million in unsecured
debt owing to CBC.  Mr. Samson says the Debtor's execution of the
amended loan documents would result in the Debtor giving to CBC a
treatment that is different, and more favorable, than the
treatment given other holders of unsecured claims under the Plan.

Ms. Blixseth's Chapter 7 Trustee is represented by:

         LEWIS ROCA ROTHGERBER LLP
         Chad S. Caby, Esq.
         1200 17th Street, Suite 3000
         Denver, CO 80202-5855
         Tel: 303-623-9000
         Fax: 303-623-9222
         E-mail: ccaby@LRRLaw.com

                     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.


WESTERN CAPITAL: Wants Plan Confirmed, Blixseth Objection Denied
----------------------------------------------------------------
Western Capital Partners LLC informed the bankruptcy court that
its bankruptcy-exit plan gained overwhelming support from voting
creditors.

Secured creditors who are impaired under the Plan -- Hatch Ray
Olsen Sandberg LLC, HAP Lending, LLC, CH Lending, LLC, and CH
Lending, LLC -- all voted in favor of the Plan.  With respect to
the class of unsecured creditors (Class 6), more than two-thirds
in amount (86%) and more than one half (15 out of 17 votes) of the
number of the class members that have voted, have voted to accept
the Plan.  The total amount of ballots in the Class 6 voting for
Plan was $27,600,936, compared with the $4,452,542 in total amount
of ballots voting against Plan.  One of the two parties that
submitted a "no" vote was the Bankruptcy Estate of Edra Blixseth,
which unsurprisingly submitted a Plan confirmation objection.

Richard J. Samson, the Chapter 7 Trustee in the Edra D. Blixseth
bankruptcy case pending in the U.S. Bankruptcy Court for the
District of Montana, which asserts a $4.42 million unsecured
claim, argues, "The Debtor's Plan is an exercise in fantasy as it
relates to the claim of Samson.  The Plan is structured almost
entirely around the Debtor's appeal of Samson's $4 million
judgment against it.  If that appeal fails, which is quite likely,
there will be nothing to distribute to the holders of the Debtor's
unsecured claims.  While the Plan and Disclosure Statement dangle
the vague possibility of a recovery for unsecured creditors, the
truth is that, absent a long-shot reversal of Samson's judgment,
anything generated by the Debtor's remaining "Litigation" will be
taken by the Debtor's insider secured creditors and by the secured
creditor lawyers to whom the Debtor granted liens in the months
prior to the filing.  The Plan serves only the interests of those
secured insiders and lawyers.  It may not be confirmed, and the
case should be dismissed.  The Debtor's Plan cannot be confirmed
because it runs afoul of several aspects of Section 1129,
including, rather conspicuously, the absolute priority rule."

The Debtor counters that the objection is nothing more than a
disguised, improper collateral attack on the Disclosure Statement
already approved by the Court.  Counsel to the Debtor, Jeffrey A.
Weinman, Esq., at Weinman & Associates, P.C., also notes that it
is a fundamental proposition of bankruptcy law that if the
unsecured creditor class votes in favor of a plan of
reorganization, there can be no argument that the plan violates
the absolute priority rule.  Samson, the Debtor points out, did
not object to the Disclosure Statement and the unsecured creditor
class has voted overwhelmingly to approve the Plan.

                           *     *     *

U.S. Bankruptcy Judge Michael E. Romero denied a motion by Samson
to vacate the confirmation hearing scheduled for May 1, 2014, and
treat the hearing as a status conference to establish a discovery
schedule and set a date for a final confirmation hearing.  The
Court noted that it is aware of the litigious history between
Samson and the Debtor, and believes Samson has had ample
opportunity to conduct discovery in the case which has been
pending for over a year.

According to the minutes of the May 1 confirmation hearing, "The
Court takes this matter under advisement. A separate order on this
matter shall [be] entered."

                     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.


WISE REGIONAL: Fitch Assigns 'BB+' Rating to $98.3MM Bonds
----------------------------------------------------------
Fitch Ratings assigns a long-term rating of 'BB+' to approximately
$98.3 million of series 2014 revenue bonds issued by Decatur
Hospital Authority (TX) on behalf of Wise Regional Health System
(WRHS).

The Rating Outlook is Stable.

The series 2014 bonds are expected to sell as fixed-rate tax-
exempt bonds.  The proceeds will be used to refund WRHS's series
2004 bonds, fund the debt service reserve fund at $9.5 million, as
well as provide $10 million in new money.  The refunding will
decrease maximum annual debt service (MADS) from $12.5 million to
approximately $11 million (pro forma MADS was provided by the
underwriter).  The bonds are expected to price the week of June 2,
2014 and mature in 2044.

SECURITY:

Bond payments are secured by a pledge of gross revenues of the
authority's hospital facilities, a fully funded debt service
reserve fund, and a first lien on certain mortgaged property and
land on which hospital facilities are located.

KEY RATING DRIVERS

RECENTLY IMPROVED PROFITABILITY: WRHS recorded a 12.8% operating
margin in fiscal year (FY) 2013 (December 31), up significantly
from 0.9% in FY 2011.  The recent increase in profitability is
attributed to historically steady population growth and increasing
volumes, as well as significant governmental funding from the 1115
Medicaid Waiver program.  Management is budgeting for an average
operating margin of 8% from FY 2014 to FY 2017, which Fitch
believes to be consistent with the rating.

HIGH LEVERAGE: Pro forma total long-term debt of $142 million
results in extremely stressed leverage metrics.  WRHS's pro forma
unrestricted cash and investments-to-total debt of 32.3% and
cushion ratio of 4.2x based on FY 2013 results both compare
unfavorably to Fitch's 'below investment grade' medians of 53% and
5.4x, respectively.

EXTENSIVE CAPITAL PLANS: The system has additional expansion plans
in the near- to medium-term, which could potentially include the
addition of a new bed tower to the current East Campus.
Management states that financing and construction for the project
could begin in as early as three years, with total project costs
of approximately $62 million, which would potentially stress
capital metrics.

LOW, BUT IMPROVING LIQUIDITY: WRHS had $45.9 million in
unrestricted cash and investments at Dec. 31, 2013, which equated
to 112.4 days cash on hand (DCOH).  While the system's
unrestricted cash and investments doubled from 2011 to 2013, Fitch
believes there is a need for significant additional liquidity
growth to support current and future debt.

LEADING MARKET SHARE: WRHS's market share in its primary service
area (PSA) increased from 56% in 2011 to a leading 65% in 2012.
No other single hospital comprises a market share greater than 10%
in the PSA. Fitch views the systems strong market presence as a
credit positive.

RATING SENSITIVITIES

LITTLE ROOM FOR ADDITIONAL DEBT: Fitch believes WRHS does not have
capacity for additional debt at the current rating level.  Any
additional debt would be expected to be complemented with a
commensurate increase in liquidity.

CREDIT PROFILE

WRHS is a healthcare system located in Decatur, TX and owned and
operated by the Decatur Hospital Authority.  The authority is not
a taxing district and therefore the system is not supported by tax
collections.  Currently, WRHS operates a 134-bed general acute
care hospital which is split into two campuses, the West Campus
and the East Campus.  In addition, WRHS operates a campus in
Bridgeport, TX with 36 licensed beds, currently used as an
outpatient facility.  Furthermore, WRHS opened its new 12-bed
Parkway Surgical and Cardiovascular Hospital in May 2014 in Fort
Worth, TX.  WRHS has a number of affiliated physicians in the Fort
Worth area and expects surgical volumes at the new facility to
reach 2,000 by 2016.  WRHS reported $180.1 million in total net
revenues in FY 2013.

RECENTLY IMPROVED PROFITABILITY

WRHS's profitability has experienced robust year-over-year growth
over the past three years, due to increased volumes as well as
significant contributions from the Texas Medicaid 1115 Waiver
program, which is set to expire in 2016.  Operating income grew
from $1.2 million in FY 2011 to $23 million in FY 2013, while
operating margin increased from 0.9% to 12.8%, which is
significantly above the category medians. Management is budgeting
for an 8.5% operating margin in FY 2014.

Fitch notes that a significant portion of budgeted operational
improvements is expected to materialize through revenue growth, as
opposed to cost reductions.  Driven by the growth in
profitability, debt service coverage by earnings before EBITDA has
also improved over the same time period and was 3.1x in FY 2013.
Profitability in the interim period was compressed, with a 1.8%
operating margin and an 11.5% operating EBITDA margin (both
adjusted to include accruals of certain 1115 Waiver funds),
largely due to start-up costs at the Parkway facility.

HIGH LEVERAGE

Post the 2014 issuance, WRHS's total debt would be approximately
$142 million.  The increased leverage will result in a very
stressed 32.3% cash-to-debt and 4.2x cushion ratio based on FY
2013 results, both comparing unfavorably to category medians.  In
addition, the system's modest revenue base results in 6.1% Pro
forma MADS as a percent of revenues, compared to the 'below
investment grade' median of 3.1%.  Pro forma MADS coverage is
improved due to savings via refinancing and is 3.5x based on FY
2013 results.

EXTENSIVE CAPITAL PLANS

WRHS has exhibited a fairly aggressive growth strategy in recent
years, and has substantial capital plans in the medium term to
accommodate the steady population growth.  Management discussed
plans for a possible second tower to be built on their East Campus
in as soon as three years.  The approximate cost of the project
could be as high as $62 million, $22 million of which is expected
to be generated from cash flow, which would be further dilutive to
the system's leverage metrics.  Additionally, the $10 million of
new money from the 2014 issuance may be used for future capital
projects, which may include a physical therapy and wellness center
which would open up space in the East Campus structure for
expansion of hospital services in the future.  Fitch acknowledges
the necessity of such expansion projects, but notes that WRHS's
current financial profile does not have any room for additional
debt at the current rating level.

LOW, BUT IMPROVING LIQUIDITY

WRHS's cash position has materially improved over the last few
years, with unrestricted cash and investments increasing 105%,
from $22.4 million in FY11 to $45.9 million in FY 2013.  At 2013
year-end the system's reported unrestricted cash and investments
equated to 112.4 DCOH, above the 'below investment grade' median
of 73.2 days.  At March 31, 2014 DCOH was slightly down at 107.4
days.  Management is forecasting an increase in liquidity over the
near- to medium-term and expects DCOH to equal 193.1 by 2017 year-
end.  Financial projections do not incorporate the potential tower
expansion project.

LEADING MARKET SHARE

WRHS's market share in its PSA increased from 56% in 2011 to a
leading 65% in 2012, with no other single hospital comprising a
market share greater than 10% in the area.  Fitch views the
system's strong market presence as a credit positive, but notes
that the system's aggressive expansion plans into territories
closer to the high growth area of the Dallas-Forth Worth Metroplex
will likely face much higher levels of competition than it has in
its current market.

CONTINUING DISCLOSURE

WRHS covenants to provide annual disclosure of audited financials
within four months of the fiscal year end and quarterly disclosure
of interim financials within 45 days of the quarter end.  Annual
and quarterly disclosure reports are filed on the Municipal
Securities Rulemaking Board's EMMA Web site.


XTREME POWER: May 27 Hearing on Allocation of Sale Proceeds
-----------------------------------------------------------
Bankruptcy Judge H. Christopher Mott ordered Xtreme Power Inc., et
al., and prepetition secured lenders to appear and show cause why
the Court must not appoint an expert or examiner with limited
powers regarding the allocation of sale proceeds; or substantive
consolidation of the Debtors' estates.  The hearing is scheduled
for May 27, 2014, at 10:00 a.m.

The Debtors seek a pre-trial procedural mechanism that must, of
necessity, clarify and address, in advance of trial, the need for,
and possible limitations on, the use of expert testimony under
Rule 702 of the Federal Rules of Evidence.  The Debtors in the
jointly administered case do not have creditors that are aligned
on the issue of allocation of asset value and accordingly, cannot
furnish the Court a joint position.

The Debtors added that they could not reasonably agree on a single
expert, and should not be put to the conflicting effort to name
one.

On May 7, the Official Committee of Unsecured Creditors responded
to the Debtors' motion, stating that the Court must deny any
substantive consolidation and, to the extent the Court determines
that it may proceed with an allocation in the manner suggested by
the Debtors, the Committee does seek entry of an appropriate
scheduling order with deadlines relating to the allocation.


Prepetition secured lenders Langara Capital Partners, Ltd. and
Amabro Investments, Ltd., filed a limited objection and response
to the Debtors' motion, stating that the Debtors' counsel has, to
date, refused to provide Langara and Ambro with an explanation of
why the non-registered intellectual property was scheduled as
being an asset of XPS despite the prior representations as to
ownership that had been made to Langara and Ambro.

On April 7, 2014, the Court approved the sale of assets of Xtreme
Power Systems, LLC (XPS) and Xtreme Power Inc. (XPI) to Younicos
Inc., a wholly owned subsidiary of Younicos AG.  The Debtors
estimate the cash balance remaining after the sale will be more
than $2 million.

Separate arrangements have been made for the sale of XPG, and that
sale is expected to result in an additional $1.5 million cash
balance.

Langara and Amabro assert that the doctrines of equitable and
promissory estoppel will prevent the Debtor from ultimately
allocating any value ascribable to the intellectual property to
XPS instead of to XPI.

                        About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.  Judge Christopher H. Mott presides over
the case.  The Debtor is represented by Shelby A. Jordan, Esq., at
Jordan, Hyden, Womble, Culbreth & Holzer, P.C.  The Debtors tapped
Baker Botts L.L.P. as special counsel, and Gordian Group, LLC, as
investment banker and financial advisor.

Debtor Power Inc. scheduled $7,004,915 in total assets and
$65,743,283 in total liabilities.  Debtor Power Grove scheduled
$5,179,692 in total assets and $31,882,277 in total liabilities.
Power Systems scheduled $4,303,921 in total assets and $87,666,873
in total liabilities.

The Official Committee of Unsecured Creditors is represented by
Mark C. Taylor, Esq., at Hohmann, Taube & Summers, LLP.  The
Committee tapped Baker Botts L.L.P. as special counsel.


XTREME POWER: Seeks to Reject Intellectual License Contracts
------------------------------------------------------------
Bankruptcy Judge H. Christopher Mott will convene a hearing on
May 27, 2014, at 10:00 a.m., to consider Xtreme Power Inc., et
al.'s motion for authorization to (i) reject certain intellectual
license executory contracts; and determine the liability of
counterparties to the estate upon such election and granting
related relief.  Objections, if any, are due May 21.

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.  Judge Christopher H. Mott presides over
the case.  The Debtor is represented by Shelby A. Jordan, Esq., at
Jordan, Hyden, Womble, Culbreth & Holzer, P.C.  The Debtors tapped
Baker Botts L.L.P. as special counsel, and Gordian Group, LLC, as
investment banker and financial advisor.

The Debtors tapped Baker Botts L.L.P. as special counsel, and
Gordian Group, LLC, as investment banker and financial advisor.
Debtor Power Inc. scheduled $7,004,915 in total assets and
$65,743,283 in total liabilities.  Debtor Power Grove scheduled
$5,179,692 in total assets and $31,882,277 in total liabilities.
Power Systems scheduled $4,303,921 in total assets and $87,666,873
in total liabilities.

The Official Committee of Unsecured Creditors is represented by
Mark C. Taylor, Esq., at Hohmann, Taube & Summers, LLP.  The
Committee tapped Baker Botts L.L.P. as special counsel.


XTREME POWER: Insurer Directed to Refund $70,000 Premium
--------------------------------------------------------
Bankruptcy Judge H. Christopher Mott vacated an order dated March
25, 2014, that approved Xtreme Power Inc., et al.'s motion for
authorization to obtain and pay premium on ACE Express Private
Company Management Indemnity Package.

On May 1, 2014, the Court ordered that, among other things:

   1. the Debtors must immediately surrender, to the extent they
are in possession, the ACE Express Private Company Management
Indemnity Package issued by Westchester Fire Insurance Company as
insuring company for the account of Xtreme Power Inc., proposed
effective date of March 31, 2014, and proposed expiration date of
March 31, 2020, policy no. G27437333 that was authorized to be
purchased by the approval order;

   2. the policy is rescinded retroactive to the effective date of
the policy, and the policy will be of no force and effect; and

   3. Westchester must immediately refund to the Debtors the
$70,000 premium paid by the Debtors for the policy that was
authorized to be paid by the approval order.

The Court denied the Debtors' request for recovery of attorneys'
fees, costs and expenses from Westchester, and each party will
bear its own attorneys' fees, costs and expenses.

                        About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.  Judge Christopher H. Mott presides over
the case.  The Debtor is represented by Shelby A. Jordan, Esq., at
Jordan, Hyden, Womble, Culbreth & Holzer, P.C.  The Debtors tapped
Baker Botts L.L.P. as special counsel, and Gordian Group, LLC, as
investment banker and financial advisor.

The Debtors tapped Baker Botts L.L.P. as special counsel, and
Gordian Group, LLC, as investment banker and financial advisor.
Debtor Power Inc. scheduled $7,004,915 in total assets and
$65,743,283 in total liabilities.  Debtor Power Grove scheduled
$5,179,692 in total assets and $31,882,277 in total liabilities.
Power Systems scheduled $4,303,921 in total assets and $87,666,873
in total liabilities.

The Official Committee of Unsecured Creditors is represented by
Mark C. Taylor, Esq., at Hohmann, Taube & Summers, LLP.  The
Committee tapped Baker Botts L.L.P. as special counsel.


ZAYO GROUP: S&P Retains 'B' CCR on Proposed $275MM Add-On Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Boulder, Colo.-based Zayo Group LLC, including the 'B' corporate
credit rating, and the stable outlook remain unchanged following
the company's proposed $275 million add-on to its term loan
facility due 2019.  The proposal will increase the size of the
facility to $2.05 billion from $1.77 billion (though approximately
$30 million of the facility has been repaid as of March 31, 2014).
The issue-level rating on the senior secured debt remains 'B' with
a '4' recovery rating.  The '4' recovery rating indicates
expectations for average (30%-50%) recovery of principal in the
event of default.

S&P's ratings on Zayo continue to reflect a financial risk
assessment of "highly leveraged" and a business risk assessment of
"fair."  S&P expects the company to use proceeds from the
transaction to fund the acquisition of Neo, and to provide
liquidity that S&P believes will be used for future investments,
including potential acquisitions or internal investments.  S&P
expects the acquisition of Neo, a bandwidth infrastructure and
colocation provider in Paris, to be a deleveraging transaction
once network synergies are achieved.  S&P expects Zayo to
successfully realize cost synergies from the Neo transaction by
replacing a high-cost leased backbone with Zayo's owned fiber
network.

RATINGS LIST

Ratings Unchanged
Zayo Group LLC
Corporate Credit Rating                          B/Stable/--

Zayo Group LLC
Zayo Capital Inc.
  $2.05 bil. Senior Secured term loan due 2019    B
   Recovery Rating                                4


ZYNEX INC: In Talks with Lenders to Obtain Covenant Waivers
-----------------------------------------------------------
Zynex, Inc. on May 13 disclosed that the Company is currently
facing liquidity challenges due to the decline in revenues and
lack of available borrowings under its revolving credit facility.
The Company is currently exploring ways to improve its liquidity
and is in discussions with its lender with respect to obtaining
financial covenant waivers and relief under the credit facility.
The Company can make no assurance that it will be able to improve
its liquidity.

The disclosure was made in Zynex's earnings release for the three
months ended March 31, 2014, a copy of which is available for free
at http://is.gd/uzY6IM

                            About Zynex

Zynex, founded in 1996, operates under five primary business
segments: Zynex Medical, NeuroDiagnostics, Monitoring Solutions,
International, and Billing and Consulting.


ZUERCHER TRUST: Ch.11 Trustee Says Debtor's Plan Fatally Flawed
---------------------------------------------------------------
Peter S. Kravitz, the Chapter 11 Trustee for the bankruptcy estate
of debtor The Zuercher Trust of 1999, says the disclosure
statement explaining the Chapter 11 plan proposed by the Debtor is
wholly inadequate and should not be approved.

Steven T. Gubner, Esq., at Ezra Brutzkus Gubner LLP, acting as
counsel to the Chapter 11 Trustee, also notes that the Debtor's
Plan is so fatally flawed -- failing to meet most of the requisite
provisions of 11 U.S.C. Sec. 1129 -- that confirmation is not
possible.  It is firmly established that where a plan of
reorganization is not confirmable, the disclosure statement may
not be approved.

Among other things, the Trustee points out that the Debtor
provides no factual information to support the Debtor's opinion
that its Bayshore Property has a market value of upwards of $5.7
million.  The Debtor fails to disclose that the Trustee is
currently marketing the property for sale, and the Trustee
currently hopes to sell the Bayshore Property for at least
$3,425,000.

As to the confirmability of the Plan, the Trustee avers that the
use of two separate classes for general unsecured creditors is
improper, a violation of Title 11 of the United States Code and a
clear attempt to gerrymander the voting outcome.  According to Mr.
Gubner, the Debtor's Plan fails to meet the "good faith"
requirement, noting that its sole purpose of the Debtor's Plan is
to place the Debtor's principal back in control of Debtor's assets
without the restrictions of Court or Trustee supervision, and the
Debtor proposes to provide general unsecured creditors with a
total of $27,000 over three years while Monica Hujazi retains her
interest in the Reorganized Debtor and its assets.

Mr. Gubner argues that the Debtor and its principal, Monica
Hujazi, are not suitable to implement the Debtor's Plan.  On
November 27, 2012, at the hearing on secured creditor Win Win
Alexandria Union, LLC's Motion for Relief from Stay, the Court
found the Debtor to have grossly mismanaged estate assets.
Thereafter, the Court removed the Debtor as debtor-in-possession
and appointed the Trustee.  An adversary proceeding against three
entities wholly owned and managed by Debtor's principal, Monica
Hujazi, for the recovery of alleged fraudulent transfers of Estate
assets is currently pending.  On December 30, 2013 the Court found
Monica Hujazi in contempt of court for her on-going interference
in the Trustee's administration of the Estate, including the
collection of rents and refusal to turn over same to the Trustee,
for attempting to exert control over Estate assets by entering
into lease agreements without the Trustee's consent or knowledge
and collecting monies from potential tenants of Estate asset
properties, among other acts and omissions.  The Court enjoined
Monica Hujazi from further interfering with, interacting with, or
physically entering any Estate property or other asset.

                 About The Zuercher Trust of 1999

San Mateo, California-based The Zuercher Trust of 1999 filed for
Chapter 11 bankruptcy (Bankr. N.D. Cal. Case No. 12-32747) on
Sept. 26, 2012.  Bankruptcy Judge Hannah L. Blumenstiel presides
over the case.  Derrick F. Coleman, Esq., at Coleman Frost LLP,
served as the Debtor's counsel.  The Debtor is now represented by:

     Bradley Kass, Esq.
     KASS & KASS LAW OFFICES
     520 S. El Camino Real, Suite 810
     San Mateo, CA 94402

The Debtor, a business trust, estimated assets and debts of
$10 million to $50 million.  The Debtor owns property in
621 S. Union Avenue, in Los Angeles.  The property is currently in
REAP for alleged city health code violations.

In its schedules, the Debtor disclosed $28,450,000 in total assets
and $12,084,015 in total liabilities.

The petition was signed by Monica H. Hujazi, trustee of the
Zuercher Trust.

As reported in the TCR on March 22, 2013, August B. Landis, Acting
U.S. Trustee for Region 17, obtained authorization from the U.S.
Bankruptcy Court to appoint Peter S. Kravitz as Chapter 11 Trustee
for The Zuercher Trust of 1999.  Steven T. Gubner, Esq., and
Richard D. Burstein, Esq., at Ezra Brutzkus Gubner LLP, represent
the Chapter 11 Trustee as bankruptcy counsel.


* Chapter 7 Trustee Commissions Mandatory, Appeals Court Says
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Richmond, Virginia, was
the first federal circuit court to rule that a Chapter 7 trustee
must be paid fees based on the statutory commission rate absent
"extraordinary circumstances."

According to the report, Congress amended the law in 2005 by
adding Section 330(a)(7) to the Bankruptcy Code, which says the
court "shall" treat compensation to a Chapter 7 trustee "as a
commission" at the rate prescribed in Section 326(a).

The trustee applied for $17,250 in fees at the statutory
commission rate. The bankruptcy court cut the fees to $8,000,
based on the trustee's hourly time charges, saying the trustee
"failed to properly or timely complete his duties," the report
related.

The trustee appealed and lost in district court, the report
further related.  On the next appeal to the U.S. Court of Appeals
for the Fourth Circuit in Richmond, the trustee won.

U.S. Circuit Judge Henry F. Floyd rested his decision on the word
"shall" in the statute, making it mandatory to employ the
commission rates in Section 326, the report added.  With Section
330(a)(2) as authority, he said that a court could reduce fees in
extraordinary circumstances. Section 330(a)(2) gives a court power
to "award compensation that is less than the amount of
compensation that is requested."

The case is Gold v. Robbins (In re Rowe), 13-1270, U.S. Court of
Appeals for the Fourth Circuit (Richmond).


* Circuit Court Says Stern Permits Dischargeability Judgment
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in the course of deciding whether a debt is
discharged in an individual's bankruptcy, the bankruptcy court can
enter a final judgment on the debt without violating the precepts
of Stern v. Marshall, the U.S. Court of Appeals in Cincinnati
ruled on April 28.

According to the report, a bank creditor filed a complaint and won
a trial in which the bankruptcy judge ruled that four loans
weren't discharged.  At the bank's request, the judge later
amended the dischargeability judgment by giving the bank judgment
for the amount of the debt.

The bankrupt individual appealed unsuccessfully to a district
judge and then went to the Cincinnati appeals court, the report
related.

In an opinion not to be officially reported, U.S. Circuit Judge
Bernice B. Donald said the case was factually distinguishable from
Stern, in which a bankrupt sued a creditor under state law, the
report further related.  The U.S. Supreme Court said the
bankruptcy court lacked constitutional power to enter final
judgment on the state-law claim.

Judge Donald said that fixing the amount of the debt could be
accomplished in making a decision on dischargeabilty, the report
added.  Further, the dischargeabilty issue arose "specifically in
bankruptcy."

The case is Hart v. Southern Heritage Bank (In re Hart), 13-1688,
U.S. Court of Appeals for the Sixth Circuit (Cincinnati).


* Tranzon to Auction Office Building in Eastpointe on May 30
------------------------------------------------------------
Tranzon Driggers and Real Estate Dreams will hold a foreclosure
auction of an office building in Eastpointe, Michigan at 10:00
a.m. ET on May 30, 2014 at Macomb County Circuit Court, 40 N. Main
Street, Mt. Clemens, MI 48043.  Preview will be at 1:00 p.m. ET on
May 22, 2014.

Property Location:

23801 Gratiot Ave.
Eastpointe, MI 48021

Features:

Two story brick building with elevator
13ñ office suites, ample parking
Kitchenette/break room, lobby

Case No.: 14MI00464-1

Property Description: This is a two story professional building in
a high traffic, desirable location with several tenants who want
to stay.  The building is ready to use with multiple suites, an
elevator, stairs, and easy to maintain brick exterior. Located
near public transportation, restaurants & expressways.  Take
advantage of the foreclosure process and make money with this
property.

Land size: .35ñ ac
Frontage: Gratiot Ave.
Zoning: B-3
Land Use: Business Platted Improved
County: Macomb
Tax: $12,178.65ñ (2013)
Tax ID: 14-30-401-009
Building size: 6,146ñ sf
Configuration: N/A
Year Built: 1971ñ
Assn: None
Assoc. Fee: N/A
Water: Central-Existing
Sewer: Central - Available

Terms of Sale:

Deposit Amount: TBD
Escrow Agent: N/A
Closing Date: On or before TBD

For additional information please call:

Karen Tringali
Telephone: 877-374-4437
           352-369-1047
E-mail: ktringali@tranzon.com
Web site: http://www.tranzon.com


* U.S. Chamber Commends Introduction of Asbestos Claim Legislation
------------------------------------------------------------------
Lisa A. Rickard, president of the U.S. Chamber Institute for Legal
Reform (ILR), made the following statement regarding the
introduction of the "Furthering Asbestos Claim Transparency (FACT)
Act of 2014" (S. 2319) on May 12 in the U.S. Senate.  The
legislation would require asbestos personal injury settlement
trusts, which currently operate with little oversight and
transparency, to report on their claims.

"We applaud Senator Flake's effort to shed light on the growing
number of bankruptcy trusts that play a significant role in
today's asbestos compensation system.  Fraud and abuse in the
system drain the funds available to deserving claimants and force
solvent companies, as well as their shareholders and employees, to
pay more than their fair share when claimants 'double dip' in
court and in the trust systems.  The FACT Act would diminish the
damaging economic ripple effect of these abuses.

"The Senate should act to ensure that the asbestos compensation
system is working as intended -- especially in light of a federal
court opinion last January in the Garlock asbestos bankruptcy that
revealed manipulation and withholding evidence are a 'regular
practice by many plaintiffs' firms.'  The FACT Act's simple
disclosure requirement will deter such fraud without impacting
legitimate asbestos claims."

ILR seeks to promote civil justice reform through legislative,
political, judicial, and educational activities at the national,
state, and local levels.

The U.S. Chamber of Commerce is the world's largest business
federation representing the interests of more than 3 million
businesses of all sizes, sectors, and regions, as well as state
and local chambers and industry associations.


* Bank of America Finds a Mistake: $4 Billion Less Capital
----------------------------------------------------------
Peter Eavis and Michael Corkery, writing for The New York Times'
DealBook, reported that Bank of America disclosed that it had made
a significant error in the way it calculates a crucial measure of
its financial health, suffering another blow to its effort to
shake its troubled history.

According to the report, the mistake, which had gone undetected
for several years, led the bank to report recently that it had $4
billion more capital than it actually had. After Bank of America
reported its error to the Federal Reserve, the regulator required
the bank to suspend a share buyback and a planned increase in its
quarterly dividend.

While regulators still believe Bank of America has sufficient
capital, the disclosure of the accounting error will most likely
add fuel to the debate over whether the nation's largest banks are
too big and complicated to manage, the report related.

The error also raises questions about the quality of Bank of
America's own accounting employees, who are supposed to present an
accurate financial picture of the bank's sprawling operations to
the public and regulators each quarter, the report further
related.  The audit committee of the bank's board and
PricewaterhouseCoopers, its external auditor, also allowed the
error to slip by for so long.

"There are signs that controls are not as tight as they need to
be," the report cited Mike Mayo, an analyst at CLSA, as saying.
"It's a bank. It needs to get the numbers right."


* Big U.S. Banks Make Swaps a Foreign Affair
--------------------------------------------
Katy Burne, writing for The Wall Street Journal, reported that as
regulators tighten rules on the U.S. swaps market, large American
banks are maneuvering to take some of the business overseas.

Banks including Bank of America Corp., Citigroup Inc., Goldman
Sachs Group Inc., J.P. Morgan Chase & Co. and Morgan Stanley are
changing the terms of some swap agreements made by their offshore
units so they don't get caught by U.S. regulations, the report
said, citing people with knowledge of the situation.

According to the report, citing the people, the changes have
generally focused on new trades between the London affiliates of
U.S. banks, or between those units and non-U.S. banks, which
combined constitute a large portion of swaps trading.

The moves mean the U.S. parent bank is no longer the guarantor of
some swaps issued by its foreign affiliate, the report related.
Instead, any liability for those swaps lies solely with the
offshore operation.

Without that tie to the U.S. parent, those contracts won't fall
under U.S. jurisdiction and so won't be subject to new, stricter
rules that include reporting and a requirement that the
historically telephone-traded contracts be traded on U.S.
electronic platforms, the report further related.


* Mortgage Whistleblower Stands Alone as U.S. Won't Join Lawsuit
----------------------------------------------------------------
Jef Feeley and David McLaughlin, writing for Bloomberg News,
reported that two years after Lynn Szymoniak helped the U.S.
recover $95 million from Bank of America Corp. and other lenders
for mortgage-fraud tied to the housing bubble, the whistle-blower
said the government is ignoring a chance to collect more money for
identical claims against other banks.

According to the report, Szymoniak got $18 million when the U.S.
Justice Department intervened in her foreclosure-fraud lawsuit.
The government negotiated a settlement with five lenders including
Bank of America and JPMorgan Chase & Co.

The other banks accused of the same behavior, including Deutsche
Bank AG and HSBC Holdings Plc, are still fighting Szymoniak's
suit, saying she isn't a true whistle-blower, the report related.
And the U.S., while continuing its crackdown on banks that
packaged risky loans for sale as securities, hasn't joined with
her this time, leaving her to fight the banks alone.

"This is a case the government should take a stand on," Reuben
Guttman, one of Szymoniak's lawyers, said in an interview, the
report added. "It is curious as to why the government is not
vigorously pursuing this along with us. They are leaving money on
the table."

The case is Szymoniak v. American Home Mortgage Servicing Inc.,
10-cv-01465, U.S. District Court, District of South Carolina
(Columbia).


* U.S. Banks to Help Authorities with Tax Evasion Probe
-------------------------------------------------------
John Letzing, writing for The Wall Street Journal, reported that
the Swiss units of Goldman Sachs Group Inc. and Morgan Stanley
have agreed with U.S. authorities to hand over potentially
incriminating details about how they might have helped Americans
evade taxes, according to people familiar with the situation.

According to the report, in return, the two banks won't face
prosecution in the U.S., though they could be hit with financial
penalties equal to as much as 50% of the value of the undeclared
U.S. accounts they have handled.

Banks in this tier of the Justice Department's self-reporting
program, dubbed category 2, agree to comb through their books and
compile information about how they set up Swiss accounts for U.S.
clients, the report related.  That information, including how much
was contained in the accounts, must be reviewed by an independent
examiner.

The Justice Department has said that 106 Swiss banks, or more than
one-third of the country's total, already have committed to
category 2, the report further related.  Attorneys and other
experts say many banks have opted for category 2 as a
precautionary move, because discovering all client ties to the
U.S. -- including through a second passport or U.S. residence
permit, for example -- can be difficult. The same logic was used
by the Swiss operations of Goldman and Morgan Stanley, people
familiar with the matter say.

"It is a tricky thing to just say, I'm sure we had nothing," the
report cited Martin Naville, chief executive of the Swiss American
Chamber of Commerce in Zurich, as saying.  Banks are therefore
opting for an approach of "better safe than sorry," Mr. Naville
said.


* U.S. Said to Ask BofA for More Than $13 Billion over RMBS
-----------------------------------------------------------
Tom Schoenberg and Hugh Son, writing for Bloomberg News, reported
that U.S. prosecutors are seeking more than $13 billion from Bank
of America Corp. to resolve federal and state investigations of
the lender's sale of bonds backed by home loans in the run-up to
the 2008 financial crisis, according to people familiar with the
matter.

The settlement would come on top of the $9.5 billion the bank
agreed last month to pay to resolve Federal Housing Finance Agency
claims, Bloomberg cited two people who asked not to be named
because the negotiations are private. A deal could come within the
next two months, the people said.

If the Justice Department gets its way, the case against Bank of
America will eclipse JPMorgan Chase & Co.'s record $13 billion
global settlement over similar issues in November, the report
related.  That settlement, which included a $4 billion agreement
with the FHFA, encompassed loans JPMorgan took over with its
purchases of Washington Mutual Inc. and Bear Stearns Cos.

Bank of America, the second-biggest U.S. lender, is among at least
eight banks under investigation by the Justice Department and
state attorneys general for misleading investors about the quality
of bonds backed by mortgages amid a drop in housing prices, the
report further related.  Many of the loans in question were
inherited by Bank of America when it purchased subprime lender
Countrywide Financial Corp. and Merrill Lynch & Co., the people
said.

"Bank of America owns Countrywide, which was the biggest and most
problematic mortgage originator, and Merrill Lynch was the one
packaging many of those loans into bonds -- together, that's a
huge liability," Pri de Silva, senior banking analyst at
CreditSights Inc. in New York, told Bloomberg.  "The government's
holding all the cards. It's a tough place to be for the banks."


* Demand for Home Loans Plunges
-------------------------------
Nick Timiraos, writing for The Wall Street Journal, reported that
mortgage lending declined to the lowest level in 14 years in the
first quarter as homeowners pulled back sharply from refinancing
and house hunters showed little appetite for new loans, the latest
sign of how rising interest rates have dented the housing
recovery.

According to the report, lenders originated $235 billion in
mortgage loans during the January-March quarter, down 58% from the
same period a year ago and down 23% from the fourth quarter of
2013, according to industry newsletter Inside Mortgage Finance.

The decline shows how the mortgage market is experiencing its
largest shift in more than a decade as an era of generally falling
interest rates that began in 2000 appears to have run its course,
the report related.  The average 30-year fixed-rate mortgage stood
at 4.5%, up from 3.6% last May, when interest rates shot up in
reaction to the Federal Reserve's initial indication that it might
reduce a bond-buying campaign that was, in part, designed to keep
a lid on long-term rates like mortgages.

The decline in mortgage lending last quarter stemmed almost
entirely from the slide in refinancing, the report further
related.  Loans for home purchases were basically flat from a year
earlier and down from the fourth quarter.

The lending news could disappoint economists looking for a pickup
in housing construction and new-home sales this year that could
drive growth as other segments of the economy are showing signs of
rebounding after a winter lull, the report added.


* Telecom Agency's Quiet Role in Bankruptcy Fuels Tension
---------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that
after a telecommunications company files for bankruptcy,
negotiates a plan and persuades a federal judge to approve its
survival plan, there's still one agency that's usually silent
throughout the process with the power to pull the plug.

According to the report, the Federal Communications Commission,
which monitors the ownership of media companies that use the
agency's licenses, also has eyes on a bankrupt company's moves
throughout a Chapter 11 case.  Many bankruptcies involve the sale
of a company or -- at the very least -- a major ownership shift
that ultimately needs the agency's blessing, the report related.


* U.S. Retail Closures May Hurt Tertiary Malls, Fitch Says
----------------------------------------------------------
A flurry of in-line tenant store closures could further weaken
some already underperforming malls, especially those in tertiary
locations, Fitch Ratings says.  However, the store closures are
unlikely to have a significant impact on the performance of Fitch-
rated CMBS transactions.

The majority of the store closing announcements made thus far in
2014 are associated with smaller sized tenants, with the exception
of Macy*s and JC Penney.  The smaller sized tenants should not
have a significant impact on overall mall occupancy, although mall
operators in tertiary locations (those not in major or secondary
markets) will have the hardest time re-tenanting space.  Fitch
already assumes higher loan loss severities in the analysis of
these malls.

Recent store closures announcements have been made by Macy*s
(which will be partially offset by the addition of new locations),
JC Penney, Sears, Walgreens, Radio Shack, Children's Place,
Abercrombie & Fitch, Aeropostale, Cold Water Creek, Office Depot
and Staples.  However, many of these affect a relatively small
portion of stores.  JC Penney, for example, is closing less than
3% of its stores.  Radio Shack's closures were to top 10%, but a
legal dispute has delayed that process, which is expected to be
scaled back.

Retail CMBS delinquencies have been declining along with the
overall CMBS delinquencies.  The retail rate declined by four
basis points in April to 5.11%, while the overall rate moved three
basis points to 5.13%.


* Bankruptcy Work Is In Small, Middle Markets, Experts Say
----------------------------------------------------------
Law360 reported that with corporate business bankruptcy filings
dropping steadily, experts told bankruptcy professionals that they
should look to smaller and mid-market companies, especially in the
retail and health care sectors, for new clients.

According to the report, panelists at the American Institute of
Bankruptcy's spring conference in Washington, D.C., said that
while capital is, and has been for the past few years, cheap and
easily accessible to struggling companies, interest rates on
borrowing will inevitably go up, and the businesses that have been
teetering on the edge will finally need restructuring and
bankruptcy advice.

When that time comes, bankruptcy attorneys will be in high demand,
the panelists said, the report related.  However, it's unlikely
that those businesses will be large ones, so professionals should
look to the smaller markets -- companies with annual revenues
between $25 million and $50 million -- for work.

"Smaller cases are always steadier," J. Scott Victor of SSG
Capital Advisors LLC said, the report further related.  "They're
affected not just by the economy but by bad management. They don't
have access to the capital that the larger companies have."

Richard Mikels, Esq. -- REMikels@mintz.com -- of Mintz Levin Cohn
Ferris Glovsky and Popeo PC noted that municipalities, thanks to
decades of pension liabilities and borrowing to pay off existing
debt, will continue to provide work for bankruptcy attorneys in
the coming years, especially if current Chapter 9 cases like
Detroit are able to successfully write down substantial bond debt.
International insolvencies will be a source of activity too, he
added.


* 3 Renowned Lawyers from Stutman Move to Gordon Silver
-------------------------------------------------------
Gordon Silver announced that three highly regarded bankruptcy and
restructuring partners are joining the firm.  Eric D. Goldberg,
Esq. -- EGoldberg@gordonsilver.com -- and Eve H. Karasik, Esq. --
EKarasik@gordonsilver.com -- will be joining as shareholders.
They will be opening the firm's first California office in Los
Angeles, effective May 1, 2014.  Goldberg and Karasik are
nationally known for their work on prominent bankruptcies.

Thomas J. Salerno, Esq. -- TSalerno@gordonsilver.com -- will be
joining our firm as a shareholder and administrative partner in
charge of our Phoenix office.  Salerno has represented parties in
insolvency proceedings in 30 states and five countries.

All will be members of the firm's Business Restructuring &
Bankruptcy practice group.

"Tom, Eric, and Eve are top-notch, and will be an asset to our
expanding and thriving national restructuring and bankruptcy
practice," said Gordon Silver founder Gerald M. Gordon, "We are
excited to open our new Los Angeles office, and grow and expand
our Phoenix presence, with three attorneys we have known and
respected for years; we are thrilled they want to join our team."

Goldberg has been involved in all aspects of the insolvency
process, from single-asset real estate cases to the restructuring
of multibillion dollar public companies.  He is known as an
aggressive advocate and a practical problem solver who knows how
and when to make a deal.  Goldberg's practice has an emphasis in
bankruptcy litigation and transactional work, including contested
confirmations, distressed acquisitions, and high-stakes fraudulent
transfer claims.

Goldberg received his J.D. from Harvard Law School, cum laude, in
1991 and his B.S. from Cornell University, with honors, in 1987.
He is listed in Best Lawyers in America, and was named by Los
Angeles Magazine as a "Rising Star" in its SuperLawyers issue.

Karasik focuses her practice on the representation of business
entities in many different industries in connection with
restructuring initiatives.  In addition to representing corporate
debtors, she has represented creditors' committees, equity
committees, and significant creditors in cases pending around the
country.

Karasik received her J.D. from the University of Southern
California Law School (Gould School of Law), Order of the Coif, in
1991 and her B.A. from the University of California, Berkeley,
with high honors, in 1984.  She has received several awards in her
field, including the Turnaround Management Association "2007 Large
Company Transaction of the Year" award for her work on the U.S.A.
Commercial Mortgage Company Chapter 11 Cases.  Karasik is also a
member of several professional organizations, and holds
significant positions such Co-Chair of the American Bankruptcy
Institute ("ABI") Bankruptcy Battleground West Conference and
Newsletter Editor for the ABI Ethics and Compensation
Subcommittee.

Salerno concentrates his practice on representing distressed
companies, acquirers and creditors in financial restructurings and
bankruptcy proceedings, pre- and post-bankruptcy workouts, and
corporate recapitalizations. He has represented clients in diverse
industries such as casinos, resort hotels, real estate, high-tech
manufacturing, electricity generation, agribusiness, construction,
healthcare, airlines and franchised fast-food operations. Salerno
has also served as an expert witness on U.S. insolvency law in
litigation in Germany.

Salerno received his J.D. from University of Notre Dame, cum
laude, Law Review, 1982 and his B.A. from Rutgers University,
summa cum laude, Phi Beta Kappa, 1979.  He served as a director of
the American Bankruptcy Institute, where he also served on the
executive committee, and formerly was a director of the American
Bankruptcy Board of Certification, Inc.  Salerno is a past chair
of the Bankruptcy Section of the State Bar of Arizona and a Fellow
of the American College of Bankruptcy.

                     About Gordon Silver, Ltd.

Gordon Silver is a full service regional law firm operating from
offices in Las Vegas, Los Angeles (effective May 1), Phoenix, Reno
and Washington D.C.  For more information, please visit
www.gordonsilver.com.


* Leading Fla. Insolvency Advisers Kapila, Mukamal Team Up
----------------------------------------------------------
Law360 reported that two of South Florida's leaders in the
insolvency field, Soneet Kapila and Barry Mukamal, have joined
forces to form a new consulting firm named KapilaMukamal LLP,
which began operations May 1 with offices in Miami and Fort
Lauderdale.

According to the report, Kapila and Mukamal, who are both
certified public accountants, say that while their new joint
venture will focus on the fiduciary and insolvency services for
which they are best known, it will also allow them to expand their
offerings to services such as business valuations and matrimonial
forensics. They also foresee being able to provide stronger growth
opportunities for middle management at the firm.

"Joining together and combining our teams and resources gives
Barry Mukamal and I the unique opportunity to take our respective
practices to the next level, create new synergies and provide
existing and new clients with additional services and a greater
degree of customer service and knowledge," the report cited Kapila
as saying.

The firm's core services will include restructuring, forensic and
investigative consulting, and litigation support services,
including expert witness testimony, the report related.

Kapila and Mukamal, will serve as co-managing partners, the report
further related.  The two regularly serve in roles such as chief
restructuring officer, corporate monitor, examiner, Chapter 11
trustee, liquidating trustee and receiver in prominent cases in
the area.


* Michael Sartor Joins McDermott Will & Emery's Boston Office
-------------------------------------------------------------
As it continues to expand its private equity capabilities,
McDermott Will & Emery LLP on May 14 disclosed that Michael J.
Sartor has joined its Boston office.  Mr. Sartor, a transactional
lawyer with a heavy concentration in private equity, comes from
Ropes & Gray LLP.

Mr. Sartor primarily focuses on representing private equity
sponsors in their mergers and acquisitions; he also has
substantial experience in representing private equity firms in
their fund formation activities and in general corporate law
matters.  He has regularly worked with many of the nation's top
private equity sponsors.

The addition of Mr. Sartor comes during a period of significant
growth for McDermott in its private equity practice.  In February,
McDermott announced the addition of Kirkland & Ellis Private
Equity financing specialists Stephanie McCann as a partner in its
Chicago office and Leonard Klingbaum in its New York office.  In
December 2013, prominent international dealmaker Dr. Nikolaus von
Jacobs joined the firm's Munich office from Ashurst, one of
Europe's leading private equity law firms.  In 2012, McDermott
announced the appointments of highly respected private equity
partners, Mark Davis and Russell Van Praagh in its London office.

"It is our pleasure to welcome Mike to McDermott," said
David Goldman, head of the Firm's International Corporate Advisory
Practice Group.  "He is an impressive private equity lawyer with
great experience advising some of the world's leading PE sponsors
and their portfolio companies.  We look forward to working with
him as he helps to expand our private equity practice in Boston,
one of the most important private equity markets in the world."

McDermott today is among the very few law firms capable of
blending in-depth private equity experience with highly focused
industry knowledge -- all on a global basis with a best-in-class
financing team.  McDermott Will & Emery's private equity practice
advises a full range of participants -- sponsors, investors,
lenders, managers, and portfolio companies -- in the private
equity market.  The firm offers a full-service approach to each
deal, including a comprehensive offering of highly ranked and
recognized practices, such as corporate, tax, antitrust,
regulatory, intellectual property, employment benefits and
executive compensation, to address the associated issues that may
arise with a private equity transaction.

"We're delighted that Mike has decided to make the move to
McDermott," added Mark Pearlstein, partner and head of McDermott's
Boston office.  "He is a fine, well-trained lawyer steeped in
private equity transactions.  His hire reflects the firm's
continuing commitment to growth in Boston."

                   About McDermott Will & Emery

McDermott Will & Emery -- http://www.mwe.com-- is a premier
international law firm with a diversified business practice.
Numbering more than 1,100 lawyers, it has offices in Boston,
Brussels, Chicago, D?¬sseldorf, Frankfurt, Houston, London, Los
Angeles, Miami, Milan, Munich, New York, Orange County, Paris,
Rome, Seoul, Silicon Valley and Washington, D.C.  Further
extending its reach into Asia, the firm has a strategic alliance
with MWE China Law Offices in Shanghai.


* Mintz Levin Elevates Eight Attorneys to Members
-------------------------------------------------
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. on May 13
disclosed that the following eight attorneys have been elevated to
Members of the firm:

Eoin P. Beirne ? Litigation (Boston)
Nicholas C. Cramb ? Litigation (Boston)
Ian A. Hammel ? Bankruptcy, Restructuring & Commercial Law
(Boston)
Courtney Quish ? Intellectual Property (Boston)
John T. Rudy ? Corporate & Securities (Boston)
Michael D. Van Loy, PhD ? Intellectual Property (San Diego)
Nili S. Yolin ? Health Law (New York)
Ran Zioni ? Corporate & Securities (Washington, DC)

"We congratulate these eight deserving attorneys on this important
career milestone," said Robert I. Bodian, Managing Member of Mintz
Levin.  "They each have demonstrated excellence in the delivery of
legal services and in their commitment to the firm's clients, the
firm, and its values.  We look forward to working side by side
with them for many years to come."


* MorrisAnderson's Mark Iammartino Bags M&A's 40 Under 40 Award
---------------------------------------------------------------
The M&A Advisor on May 13 disclosed that Mark Iammartino, a
managing director with MorrisAnderson, a turnaround consulting
firm headquartered in Chicago, was named a winner of the 40 Under
40 Recognition Awards in the Service Provider category.

The M&A Advisor, renowned globally for its recognition of leading
mergers and acquisitions (M&A), financing and turnaround
professionals, created this event to promote mentorship and
professional development amongst the emerging business leaders.

Mr. Iammartino has been chosen for his accomplishments and
expertise from a pool of international nominees by an independent
judging panel of distinguished business leaders.

"In 2010 we initiated the 40 UNDER 40 Awards to recognize the
emerging leaders of the M&A, Financing and Turnaround industries,"
said David Fergusson, President of The M&A Advisor.  "It is our
belief that this group of accomplished women and men will have a
significant effect on the advancement of our industry.  And it is
our great pleasure to recognize them and provide a forum for them
to meet and engage with one another."

On Tuesday, June 24th, The M&A Advisor will host a black tie
Awards Gala at the Roosevelt Hotel in Manhattan, in conjunction
with the 2014 Emerging Leaders' Summit -- an exclusive event
pairing 40 Under 40 winners together with their mentors and other
stalwarts, to introduce the 40 Under 40 Award Winners to the
business community and celebrate their achievements.

"Mark is a rising star not only within MorrisAnderson, but also
within the industry," said Dan Dooley, MorrisAnderson chief
executive officer.  "We are very proud of his accomplishments and
this is a well-deserved recognition."

Mr. Iammartino joined MorrisAnderson in 2009 and provides
financial and operational advice to underperforming and distressed
companies to help facilitate corporate turnarounds and
restructurings both out-of-court and through bankruptcy
proceedings.  He has an MBA with high honors from the University
of Chicago Booth School of Business, is a certified public account
and member of the Turnaround Management Association and American
Bankruptcy Institute.  He resides in River Forest, Ill., with his
family.

                          THE M&A ADVISOR

Since 1998, The M&A Advisor -- http://www.maadvisor.com-- has
been presenting, recognizing the achievement of and facilitating
connections between the world's leading mergers and acquisitions,
financing and turnaround professionals with a comprehensive range
of services including M&A SUMMITS; M&A AWARDS; M&A CONNECTS(TM);
M&A ALERTS(TM), M&A LINKS(TM), M&A DEALS, MandA.TV and M&A MARKET
INTEL(TM).

                       About MorrisAnderson

Chicago-based MorrisAnderson -- http://www.morrisanderson.com--
is a middle-market consulting firm focused on helping
underperforming and distressed companies.  The firm's service
offerings include financial advisory, interim management,
turnaround and crisis management, investment banking, and
litigation support.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re WAG Investment, LLC
   Bankr. D. Conn. Case No. 14-50668
     Chapter 11 Petition filed May 4, 2014
         See http://bankrupt.com/misc/ctb14-50668.pdf
         represented by: Russell Gary Small, Esq.
                         LAW OFFICE OF RUSSELL SMALL
                         E-mail: Russell@rgsmall.com

In re Kerry Hannify Morin and Richard Alan Morin
   Bankr. D. Conn. Case No. 14-20885
      Chapter 11 Petition filed May 5, 2014

In re Erika Sabo Ciganik
   Bankr. D. Conn. Case No. 14-50675
      Chapter 11 Petition filed May 5, 2014

In re Peter F. Alaimo
   Bankr. D. Conn. Case No. 14-50681
      Chapter 11 Petition filed May 5, 2014

In re Ferrell W. Cromer
   Bankr. M.D. Ga. Case No. 14-51033
      Chapter 11 Petition filed May 5, 2014

In re Mid State Restaurant Equipment, Inc.
   Bankr. M.D. Ga. Case No. 14-51032
     Chapter 11 Petition filed May 5, 2014
         See http://bankrupt.com/misc/gamb14-51032.pdf
         represented by: Wesley J. Boyer, Esq.
                         KATZ, FLATAU, POPSON AND BOYER, LLP
                         E-mail: wjboyer_2000@yahoo.com

In re Brian K. Kurdziolek
   Bankr. E.D. Va. Case No. 14-32469
      Chapter 11 Petition filed May 5, 2014

In re Christian A Bader and Amanda Graves Bader
   Bankr. E.D. Cal. Case No. 14-24788
      Chapter 11 Petition filed May 6, 2014

In re Paul Gilbert Lusk
   Bankr. N.D. Ga. Case No. 14-41115
      Chapter 11 Petition filed May 6, 2014

In re John W. Bailey Jr. DDS, LLC
   Bankr. S.D. Ind. Case No. 14-04170
     Chapter 11 Petition filed May 6, 2014
         See http://bankrupt.com/misc/insb14-04170.pdf
         represented by: Weston Erick Overturf, Esq.
                         BOSE MCKINNEY & EVANS LLP
                         E-mail: woverturf@boselaw.com

In re 3LJ'S Cafe' Services & Sports Bar, LLC
   Bankr. E.D. La. Case No. 14-11111
     Chapter 11 Petition filed May 6, 2014
         See http://bankrupt.com/misc/laeb14-11111.pdf
         represented by: Leo D. Congeni, Esq.
                         CONGENI LAW FIRM, LLC
                         E-mail: leo@congenilawfirm.com

In re GPD Properties, Ltd.
        aka G.P.D. Properties Ltd.
   Bankr. D. Md. Case No. 14-17347
     Chapter 11 Petition filed May 6, 2014
         See http://bankrupt.com/misc/mdb14-17347.pdf
         represented by: Dennis King, Esq.
                         DANOFF & KING, P.A.
                         E-mail: dking@dkhlaw.com

In re Bibleway Community Church of God
   Bankr. D. Md. Case No. 14-17348
     Chapter 11 Petition filed May 6, 2014
         Filed Pro Se

In re Kevin William Palmer and Robin Randolph Talbott
   Bankr. D. Md. Case No. 14-17361
      Chapter 11 Petition filed May 6, 2014

In re Jimmy Z. Jundy
   Bankr. E.D. Mich. Case No. 14-47941
      Chapter 11 Petition filed May 6, 2014

In re James E. Mills
   Bankr. N.D. Miss. Case No. 14-11746
      Chapter 11 Petition filed May 6, 2014

In re MSM Farms Dirt Moving, LLC
   Bankr. N.D. Miss. Case No. 14-11747
     Chapter 11 Petition filed May 6, 2014
         See http://bankrupt.com/misc/msnb14-11747.pdf
         represented by: Jeffrey A. Levingston, Esq.
                         LEVINGSTON & LEVINGSTON, PA
                         E-mail: jleving@bellsouth.net

In re Washington Liquors
   Bankr. D.N.J. Case No. 14-19208
     Chapter 11 Petition filed May 6, 2014
         Filed Pro Se

In re Arrangements by Lyndhurst Florist, LLC
   Bankr. D.N.J. Case No. 14-19234
     Chapter 11 Petition filed May 6, 2014
         Filed Pro Se

In re Mosaic Whsle Spa & Health Supplies, Inc.
   Bankr. D.N.J. Case No. 14-19196
     Chapter 11 Petition filed May 6, 2014
         See http://bankrupt.com/misc/njb14-19196.pdf
         represented by: Thomas W. Williams, Esq.
                         LAW OFFICE OF THOMAS W. WILLIAMS
                         E-mail: krecio68@gmail.com

In re Anthony McGeachy
   Bankr. W.D. Pa. Case No. 14-21889
      Chapter 11 Petition filed May 6, 2014

In re New Life Fellowship Church of Lancaster
   Bankr. N.D. Tex. Case No. 14-32283
     Chapter 11 Petition filed May 6, 2014
         See http://bankrupt.com/misc/txnb14-32283.pdf
         represented by: John E. Leslie, Esq.
                         JOHN LESLIE, PLLC
                         E-mail: arlingtonlaw@aol.com

In re Oryon Technologies, Inc.
        fdba Oryon Holdings, Inc.
   Bankr. N.D. Tex. Case No. 14-32293
     Chapter 11 Petition filed May 6, 2014
         See http://bankrupt.com/misc/txnb14-32293.pdf
         represented by: Patricia B. Tomasco, Esq.
                         JACKSON WALKER, LLP
                         E-mail: ptomasco@jw.com

In re Jim Miel
   Bankr. W.D. Tex. Case No. 14-10717
      Chapter 11 Petition filed May 6, 2014

In re Chanda Darice Taylor
   Bankr. D. Ariz. Case No. 14-06872
      Chapter 11 Petition filed May 7, 2014

In re Broadway Hotel One, LLC
        dba Viscount Suite Hotel
   Bankr. D. Ariz. Case No. 14-06884
     Chapter 11 Petition filed May 7, 2014
         See http://bankrupt.com/misc/azb14-06884.pdf
         represented by: Michael W. McGrath, Esq.
                         MESCH CLARK & ROTHSCHILD
                         E-mail: ecfbk@mcrazlaw.com

In re Robert Farrell Reinke and Candy Lea Reinke
   Bankr. D. Ariz. Case No. 14-06886
      Chapter 11 Petition filed May 7, 2014

In re White Glove Cleaning
   Bankr. M.D. Fla. Case No. 14-02251
     Chapter 11 Petition filed May 7, 2014
         See http://bankrupt.com/misc/flmb14-02251.pdf
         represented by: Donald L. Dempsey, II, Esq.
                         DONALD L. DEMPSEY, II, P.A.
                         E-mail: dempsey4321@comcast.net

In re $5 Fashions, LLC.
   Bankr. M.D. Fla. Case No. 14-05208
     Chapter 11 Petition filed May 7, 2014
         See http://bankrupt.com/misc/flmb14-05208.pdf
         represented by: Buddy D. Ford, Esq.
                         BUDDY D. FORD, P.A.
                         E-mail: Buddy@tampaesq.com

In re EKDN Property, Inc.
   Bankr. M.D. Fla. Case No. 14-05258
     Chapter 11 Petition filed May 7, 2014
         See http://bankrupt.com/misc/flmb14-05258.pdf
         represented by: Jeffrey Ainsworth, Esq.
                         BRANSONLAW PLLC
                         E-mail: jeff@bransonlaw.com

In re B.F. Ink Jet Media Inc.
   Bankr. N.D. Ga. Case No. 14-11005
     Chapter 11 Petition filed May 7, 2014
         See http://bankrupt.com/misc/ganb14-11005.pdf
         represented by: Thomas F. Tierney, Esq.
                         THOMAS F. TIERNEY, P.C.
                         E-mail: Tierneylawyer@yahoo.com

In re Lindy Daniel Farmer, Jr.
   Bankr. N.D. Ga. Case No. 14-59204
      Chapter 11 Petition filed May 7, 2014

In re Aby Koundoul
   Bankr. D. Md. Case No. 14-17407
      Chapter 11 Petition filed May 7, 2014

In re Susan D. Burm
   Bankr. D. Mass. Case No. 14-12139
      Chapter 11 Petition filed May 7, 2014

In re Thomas G. Comer
   Bankr. N.D. Miss. Case No. 14-11766
      Chapter 11 Petition filed May 7, 2014

In re CFC Transportation, Inc.
   Bankr. N.D. Miss. Case No. 14-11765
     Chapter 11 Petition filed May 7, 2014
         See http://bankrupt.com/misc/msnb14-11765.pdf
         represented by: Craig M. Geno, Esq.
                         LAW OFFICES OF CRAIG M. GENO, PLLC
                         E-mail: cmgeno@cmgenolaw.com

In re Amica Corp.
   Bankr. D.N.J. Case No. 14-19341
     Chapter 11 Petition filed May 7, 2014
         See http://bankrupt.com/misc/njb14-19341.pdf
         represented by: Lawrence F. Morrison, Esq.
                         E-mail: morrlaw@aol.com

In re Deborah McCarthy, Inc.
   Bankr. S.D.N.Y. Case No. 14-22633
     Chapter 11 Petition filed May 7, 2014
         See http://bankrupt.com/misc/nysb14-22633.pdf
         represented by: Francis J. O'Reilly, Esq.
                         E-mail: foreilly@bestweb.net

In re Miller's Radio & TV Service, Inc.
   Bankr. M.D. Pa. Case No. 14-02170
     Chapter 11 Petition filed May 7, 2014
         See http://bankrupt.com/misc/pamb14-02170.pdf
         represented by: Craig A. Diehl, Esq.
                         LAW OFFICES OF CRAIG A. DIEHL
                         E-mail: cdiehl@cadiehllaw.com

In re John R. Drauch and Jacquelyn R. Drauch
   Bankr. W.D. Pa. Case No. 14-21912
      Chapter 11 Petition filed May 7, 2014

In re Abbygrace, LLC
   Bankr. D. Ariz. Case No. 14-06956
     Chapter 11 Petition filed May 8, 2014
         See http://bankrupt.com/misc/azb14-06956.pdf
         represented by: Scott D. Gibson. Esq.
                         LAW OFFICE OF SCOTT D. GIBSON, PLLC
                         E-mail: ECF@SDGLAW.NET

In re Frank's Complete Home Remodeling, LLC
   Bankr. D. Ariz. Case No. 14-06961
     Chapter 11 Petition filed May 8, 2014
         See http://bankrupt.com/misc/azb14-06961.pdf
         represented by: Nathan J. Brelsford, Esq.
                         PIEKARSKI & BRELSFORD, P.C.
                         E-mail: ecf@pb-lawfirm.com

In re Brian Alan Michael Horowitz and Tammy Jean Horowitz
   Bankr. C.D. Cal. Case No. 14-12862
      Chapter 11 Petition filed May 8, 2014

In re Kenneth W. Fuller
   Bankr. C.D. Cal. Case No. 14-12870
      Chapter 11 Petition filed May 8, 2014

In re David Randall Tinsley Boitano and
Jeannine Marie Asturias-Tinsley
   Bankr. E.D. Cal. Case No. 14-24843
      Chapter 11 Petition filed May 8, 2014

In re Abdul W. Hamidi and Razia Nabizada
   Bankr. N.D. Cal. Case No. 14-42033
      Chapter 11 Petition filed May 8, 2014

In re Linda K. Campbell
   Bankr. N.D. Cal. Case No. 14-52037
      Chapter 11 Petition filed May 8, 2014

In re Kevin Dean Heupel
   Bankr. D. Colo. Case No. 14-16337
      Chapter 11 Petition filed May 8, 2014

In re Big J's Auto Sales Inc.
   Bankr. M.D. Fla. Case No. 14-05315
     Chapter 11 Petition filed May 8, 2014
         Filed Pro Se

In re Guilfort Dieuvil
   Bankr. S.D. Fla. Case No. 14-20651
      Chapter 11 Petition filed May 8, 2014

In re DNA Level C, LLC
   Bankr. N.D. Ohio Case No. 14-13009
     Chapter 11 Petition filed May 8, 2014
         See http://bankrupt.com/misc/ohnb14-13009.pdf
         represented by: Richard H. Nemeth, Esq.
                         NEMETH & ASSOCIATES, LLC
                         E-mail: rnemeth@ohbklaw.com

In re Carol A. Perino
   Bankr. D. Mass. Case No. 14-12161
      Chapter 11 Petition filed May 8, 2014


In re Munr Kazmir
   Bankr. D.N.J. Case No. 14-19378
      Chapter 11 Petition filed May 8, 2014

In re Rosedale Mills, Inc.
   Bankr. D.N.J. Case No. 14-19414
     Chapter 11 Petition filed May 8, 2014
         See http://bankrupt.com/misc/njb14-19414.pdf
         represented by: Brian W. Hofmeister, Esq.
                         TEICH GROH
                         E-mail: bhofmeister@teichgroh.com

In re Van Brundt Realty Corp.
   Bankr. E.D.N.Y. Case No. 14-42309
     Chapter 11 Petition filed May 8, 2014
         Filed Pro Se

In re Stephen Pappas and Maritza Pappas
   Bankr. S.D.N.Y. Case No. 14-22642
      Chapter 11 Petition filed May 8, 2014

In re Fletchco, Inc.
        dba Fletcher Restaurant Equipment
   Bankr. E.D.N.C. Case No. 14-02654
     Chapter 11 Petition filed May 8, 2014
         See http://bankrupt.com/misc/nceb14-02654.pdf
         represented by: John C. Bircher, III, Esq.
                         WHITE & ALLEN, PA
                         E-mail: jbircher@whiteandallen.com

In re Joanne E. Braunlich
   Bankr. W.D. Pa. Case No. 14-21924
      Chapter 11 Petition filed May 8, 2014

In re Amrik Hendiazad and Seemin Hendiazad
   Bankr. E.D. Va. Case No. 14-11753
      Chapter 11 Petition filed May 8, 2014

In re GD and Sons Construction, LLC
   Bankr. D. Ariz. Case No. 14-07023
     Chapter 11 Petition filed May 9, 2014
         See http://bankrupt.com/misc/azb14-07023.pdf
         represented by: Brian W. Hendrickson, Esq.
                         THE HENDRICKSON LAW FIRM PLLC
                         E-mail: bwh@hendricksonlaw.net

In re A.C. Gutierrez & Son, Inc.
   Bankr. D. Ariz. Case No. 14-07045
     Chapter 11 Petition filed May 9, 2014
         See http://bankrupt.com/misc/azb14-07045.pdf
         represented by: Thomas H. Allen, Esq.
                         ALLEN, SALA & BAYNE, PLC
                         E-mail: tallen@asbazlaw.com

In re AVS Supply, Inc.
   Bankr. D. Ariz. Case No. 14-07050
     Chapter 11 Petition filed May 9, 2014
         See http://bankrupt.com/misc/azb14-07050.pdf
         represented by: Adam E. Hauf, Esq.
                         THE LAW OFFICE OF ADAM HAUF
                         E-mail: adam@hauflaw.com

In re Salima A. Multani
   Bankr. C.D. Cal. Case No. 14-19101
      Chapter 11 Petition filed May 9, 2014

In re Loryjor Investment Corporation
   Bankr. C.D. Cal. Case No. 14-19139
     Chapter 11 Petition filed May 9, 2014
         Filed Pro Se

In re Mimi Jill Talbott
   Bankr. S.D. Fla. Case No. 14-20736
      Chapter 11 Petition filed May 9, 2014

In re Rainbow Rock of Las Vegas, Inc.
   Bankr. D. Nev. Case No. 14-13317
     Chapter 11 Petition filed May 9, 2014
         See http://bankrupt.com/misc/nvb14-13317.pdf
         represented by: David J. Winterton, Esq.
                         DAVID J. WINTERTON & ASSOC., LTD.
                         E-mail: david@davidwinterton.com

In re Bruce E. Kuehnle
   Bankr. D. N.M. Case No. 14-11437
      Chapter 11 Petition filed May 9, 2014

In re Best Italian Corporation
   Bankr. E.D. Tenn. Case No. 14-50819
     Chapter 11 Petition filed May 9, 2014
         See http://bankrupt.com/misc/tneb14-50819.pdf
         represented by: Barry W. Eubanks, Esq.
                         SCOTT AND EUBANKS, PC
                         E-mail: barry@scottlawgroup.com

In re The Brass Lantern Corporation of Gatlinburg
   Bankr. E.D. Tenn. Case No. 14-50820
     Chapter 11 Petition filed May 9, 2014
         See http://bankrupt.com/misc/tneb14-50820.pdf
         represented by: Barry W. Eubanks, Esq.
                         SCOTT AND EUBANKS, PC
                         E-mail: barry@scottlawgroup.com

In re La Fuente Home Health Services, Inc.
   Bankr. S.D. Tex. Case No. 14-70265
     Chapter 11 Petition filed May 9, 2014
         See http://bankrupt.com/misc/txsb14-70265.pdf
         represented by: Adolfo Campero, Jr, Esq.
                         CAMPERO & ASSOCIATES, P.C.
                         E-mail: acampero@camperolaw.com

In re Green Power Inc.
   Bankr. W.D. Wash. Case No. 14-13645
     Chapter 11 Petition filed May 9, 2014
         Filed Pro Se

In re Oliver N.E. Kellman, Sr.
   Bankr. D. D.C. Case No. 14-00272
      Chapter 11 Petition filed May 11, 2014

In re Julieta Sarmiento Rabut
   Bankr. C.D. Cal. Case No. 14-12495
      Chapter 11 Petition filed May 12, 2014

In re Top Classy Cleaners Corporation
   Bankr. C.D. Cal. Case No. 14-12969
     Chapter 11 Petition filed May 12, 2014
         Filed Pro Se

In re Francisco Reyna
   Bankr. C.D. Cal. Case No. 14-19299
      Chapter 11 Petition filed May 12, 2014

In re Joseph R Galas and Lori Jean Galas
   Bankr. N.D. Cal. Case No. 14-52094
      Chapter 11 Petition filed May 12, 2014

In re Vernon Lamar Jackson, Sr. and Sandra Denise Jackson
   Bankr. W.D. Ky. Case No. 31875
      Chapter 11 Petition filed May 12, 2014

In re Mohammed R. Al-Ansari and Shatha Al-Ansari
   Bankr. E.D. Mich. Case No. 14-48265
      Chapter 11 Petition filed May 12, 2014

In re Joseph A. David and Christine M. David
   Bankr. D. Ariz. Case No.
      Chapter 11 Petition filed May 13, 2014

In re Ozan Enterprise, Inc.
   Bankr. C.D. Cal. Case No. 14-10982
     Chapter 11 Petition filed May 13, 2014
         See http://bankrupt.com/misc/cacb14-10982.pdf
         represented by: Michael Jay Berger, Esq.
                         LAW OFFICES OF MICHAEL JAY BERGER
                       E-mail: michael.berger@bankruptcypower.com

In re Eric J. Diesel
   Bankr. C.D. Cal. Case No. 14-19363
      Chapter 11 Petition filed May 13, 2014

In re Douglas Alan Huberman
   Bankr. C.D. Cal. Case No. 14-19404
      Chapter 11 Petition filed May 13, 2014

In re Kan F. Cheung and Yim H. Leung
   Bankr. N.D. Cal. Case No. 14-30738
      Chapter 11 Petition filed May 13, 2014

In re Ronald D. Michael
   Bankr. N.D. Miss. Case No. 14-11843
      Chapter 11 Petition filed May 13, 2014


In re Gennaro Cipriano
   Bankr. E.D.N.Y. Case No. 14-72187
      Chapter 11 Petition filed May 13, 2014

In re Mike Sumon
   Bankr. D.P.R. Case No. 14-03820
      Chapter 11 Petition filed May 13, 2014

In re Juan Ambrosio Lameiro Aguayo and Sonia Caro Esteras
   Bankr. D.P.R. Case No. 14-03825
      Chapter 11 Petition filed May 13, 2014



                             *********

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, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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