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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

            Wednesday, May 28, 2014, Vol. 18, No. 146

                            Headlines

2313329 ONTARIO: Costa Blanca Files Bankruptcy in Toronto
ADAMAR OF NEW JERSEY: Court Dismisses "Molla" Suit Over Assault
AFRODITI LEDSTROM: Suit v. OG Club Buyers Stays in Bankr. Court
AGFEED INDUSTRIES: Files Plan With Distribution for Shareholders
AMERICAN ENERGY RESOURCES: Sale of Owner's Stake Affirmed

AMERICAN INTERNATIONAL: Suit a Bid to Hobble Insurance Probe
AMTRUST FINANCIAL: Claims 'Egregious' Discovery Misdeeds By FDIC
BANK OF THE CAROLINAS: Reports Revised Loss of $2.3MM for 2013
BERNARD L. MADOFF: 2nd Circ. Mulls Voiding Fairfield's Claim Sale
BUFFET PARTNERS: Court OKs Hiring of Mesirow as Financial Advisor

CABEL PROPERTIES: Section 341(a) Meeting Scheduled for June 20
CAMPUS HABITAT: Asks Court to Dismiss Chapter 11 Case
CANCER GENETICS: To Issue 1.6 Million Common Shares Under Plan
CHINA PRECISION: Reports $14.2 Million Third Quarter Revenue
CLINICA REAL: Deadline to File Dischargeability Action Extended

COLDWATER CREEK: Gets Nod for $1.1-Mil. Spa Sale
COLUMBIA SAVINGS: Cincinnati Bank Is Eighth Failure in 2014
CONSTRUCTION SUPERVISION: 4th Cir. Sides With Subcontractors
DETROIT, MI: Panel Approves Bankruptcy Bills Pledging $195MM
DEWEY & LEBOEUF: Former Manager Seeks to Sever Criminal Case

DIGERATI TECHNOLOGIES: Rhodes Lacks Standing to Sue President
EDGENET INC: Court Approves Cooley LLP as Panel's Co-Counsel
EDGENET INC: Court Approves Morris James as Panel's Co-Counsel
EDISON MISSION: To Pay $23M to Settle Retirees' Claims
E.H. MITCHELL: June 25 Hearing Set for Plan Disclosure Statement

ELK GROVE VILLAGE: IDOR Not Entitled to Adequate Protection
ENERGY FUTURE: Oct. 27 Set as Customer Claims Bar Date
ENERGYSOLUTIONS INC: Reports $98.1-Mil. Net Loss in 1st Quarter
ENERGY SERVICES: Stockholders Elect Eight Directors
FAIRMONT GENERAL: Court Approved June 17 Auction of All Assets

FILENE'S BASEMENT: U.S. Trustee Seeks Fried Frank Docs In Ch. 11
FIRST MARINER: Has Until Sept. 8 to File Plan
FIRST NATIONAL: Stockholders Elect Three Class A Directors
FLORIDA GAMING: Equity Holder Can't Nix Asset Sale
FREE LANCE-STAR: Expects Sale of Assets to be Completed by June 20

FUSION TELECOMMUNICATIONS: First Quarter Revenue Increased by 42%
GENCO SHIPPING: Extends of Rights Offering Deadline to June 18
GENERAL MOTORS: Pressured to Disclose More on Recall-Linked Deaths
GENERAL MOTORS: More Than 13 Deaths 'Likely' Linked to Defects
GENERAL MOTORS: Recalls 500 Pickup Trucks, SUVs

GENERAL MOTORS: Recalls More Than 45,600 Cars in Australia, NZ
GENIUS BRANDS: Wolverine Beneficially Owns 9.9% Equity Stake
GREENSHIFT CORP: Posts $70,700 Net Income in First Quarter
GUIDED THERAPEUTICS: Issues Final $2-Mil. Conv. Note to Hanover
HARRIS LAND: Hires Sader Law as Bankruptcy Attorneys

HARRIS LAND: Taps Weissberg and Associates as Counsel
HARVEST OPERATIONS: Moody's Cuts Corp. Family Rating to Ba3
HCSB FINANCIAL: Delayed Form 10-Q Shows $95,000 Q1 Net Income
HEALTHWAREHOUSE.COM INC: Reports $1.7 Million Net Sales in Q1
HERCULES OFFSHORE: Three Directors Elected at Annual Meeting

HOLIDAY INN: Goes Into Liquidating Sale Before Demolition
HOYT TRANSPORTATION: New CBA Wins Bankruptcy Court's Nod
INFOLINK GROUP: Xander Law's Bid for Reconsideration Denied
ISTAR FINANCIAL: Loomis Sayles Held 11.6% Stake at Dec. 31
INTERMETRO COMMUNICATIONS: Reports $33,000 Net Income in Q1

JEH COMPANY: PABCO Objects to Chapter 11 Plan
JEH COMPANY: Bridgewell Wants to Clarify Plan Provisions
JEH COMPANY: Gets Court Authority to Sell Equipment
JEMANYA CORP: Hearing on Involuntary Petition Moved to June 26
LABORATORY PARTNERS: Floats Ch. 11 Plan, $5.5M Unit Sale

LEHR CONSTRUCTION: Trustee Gets Approval to Recover Transfers
LEHR CONSTRUCTION: Settles Dispute With Levy, Mercedes-Benz
LONG BEACH MEDICAL: Wins Court Nod on Use of Segregate Funds
LONG ISLAND COLLEGE HOSPITAL: Closed on Thurs as SUNY Talks Sale
LONGVIEW POWER: Gives Title Insurance Policy to Contractors

LUPATECH SA: Files to Enforce Debt Restructuring
MARTIFER SOLAR: Court Approves Stipulation With Cathay Bank
MARTIFER SOLAR: Parent Agrees to Provide $350,000 DIP Financing
MCC FUNDING: Chapter 11 Case Dismissed, to Pay Trustee Fees
MI PUEBLO: Creditors' Panel Hires Gordon Silver as Counsel

MMODAL HOLDINGS: U.S. Trustee Forms Three-Member Creditors Panel
MMODAL HOLDINGS: FTI Okayed as Panel's Financial Advisor
MMODAL HOLDINGS: May 30 Fixed as General Claims Bar Date
MMODAL HOLDINGS: First Amended Plan Filed
MOMENTIVE PERFORMANCE: Files Full-Payment Reorganization Plan

MOMENTIVE PERFORMANCE: Hires AlixPartners as Restructuring Advisor
MOMENTIVE PERFORMANCE: Taps Kurtzman Carson as Admin. Agent
MOMENTIVE PERFORMANCE: Hires Moelis & Co. as Investment Banker
MOMENTIVE PERFORMANCE: $570-Mil. DIP Loan Has Final Approval
MONTREAL MAINE: Lawyers, Consultants Seek $3 Million in Fees

MONTREAL MAINE: Professional Fees Nearly $3 Million in Bankruptcy
NET TALK.COM: Late Filed Quarterly Report Shows $611,000 Q1 Loss
NEW CENTURY TRS: Christine Konar Claim Disallowed
OGX PETROLEO: Announces Changes to Restructuring Plan
OHCMC-OSWEGO: Judge to Hold Disclosure Statement Hearing May 29

OHCMC-OSWEGO: Secured Creditors Oppose CBRE's 4% Sale Commission
OPTIM ENERGY: Court Approves KPMG LLP as Independent Auditors
OPTIM ENERGY: Court Okays Hiring of Deloitte Tax as Advisor
OUTLAW RIDGE: Cadence Files Limited Objection to Hirings
OUTLAW RIDGE: Gets Approval to Use Cash Collateral Until June 6

PETCETERA: In Liquidation, Closes All Stores
PILGRIM'S PRIDE: Swoops in $5.5-Bil. Offer for Hillshire Brands
PHILADELPHIA INQUIRER: Parent Company Sold To Minority Owners
QUALITY MEAT: First Creditors Meeting Set for June 5
QUALITY MEAT: Offer Deadline for Abbattoir Assets Set for June 3

QUANTUM FOODS: Ch. 11 Stays Afloat With Revived $60MM DIP Loan
QUIZNOS: Court Approves Hiring of BDO as Panel's Financial Advisor
QUIZNOS: Court Okays Panel's Hiring of Cousins Chipman as Counsel
QUIZNOS: Court Okays Hiring of Otterbourg as Panel's Lead Counsel
REDE ENERGIA: Inks Stipulation With Noteholders Group

REFCO PUBLIC: Taps MorrisAnderson as Financial Advisor
REFCO PUBLIC: Employs ALCS as Claims & Noticing Agent
REFCO PUBLIC: Seeks to Pay R. Butt's Consulting Services
RESIDENTIAL CAPITAL: Sues BofA, Others to Recover Transfers
RESIDENTIAL CAPITAL: Caraballo's Summary Judgment Bid Denied

SIMPLEXITY LLC: Sells Intellectual Property for $285,000
SK FOODS: Kasowitz Wants Malpractice Suit In District Court
SPECIALTY HOSPITAL: Bankruptcy Case Moves to Washington, D.C.
ST. FRANCIS HOSPITAL: Sale-Based Chapter 11 Plan Consummated
STEREOTAXIS INC: Signs $18MM Sales Agreement with Cantor

TCI COURTYARD: Appeal Over Case Dismissal, Plan Rejection Tossed
TELEXFREE LLC: To Get a Ch. 11 Trustee Soon as Fraud Charges Loom
TGI FRIDAYS: Sold to PE Firms for Over $800 Million
UNIFIED 2020: Chapter 11 Trustee Withdraws Bid to Sell Assets
VERITY CORP: Incurs $212,700 Net Loss in March 31 Quarter

YSC INC: Richard Song Buying Comfort Inn for $7.5MM
YSC INC: Hearing on Whidbey Bid for Stay Relief Moved to June 13

* 8th Circ. Says Bankrupt Developer Purposely Duped Lender
* Assessment First Makes Late Return Non-Dischargeable
* Circuit Court Allows Stay-Violation Damages for Distress

* Higher Expenses Used When Chapter 13 Plan Modified
* No End In Sight For Health Care Provider Bankruptcies
* Bankruptcy Mediation Is On The Rise, Panelists Say
* Sallie Mae to Pay $97-Mil. Fine Over Loans to Troops
* Banks Say Deals With Colleges Could End If U.S. Rule Adopted

* Banks at Wal-Mart Are Among America's Top Fee Collectors
* Big Banks Meet Compliance Standards of Mortgage Settlement
* Debt Rises in Leveraged Buyouts Despite Warnings
* FHFA's Watt Imposing Less Risk Seen Rescuing Housing
* Geithner Must Provide S&P Documents in U.S. Fraud Suit
* House Can Be Exempt as Marital Support or Alimony

* Cozen O'Connor Expands Insurance Practice, Hires Dentons Pro
* Patton Boggs to Merge with Squire Sanders
* Patton Boggs Merger Follows Ill-Fated Deals
* Togut Segal Nabs Ex-Kasowitz Auto, Finance Bankruptcy Pro

* Delaware Bankruptcy Judge Walsh to Retire


                             *********


2313329 ONTARIO: Costa Blanca Files Bankruptcy in Toronto
---------------------------------------------------------
2313329 Ontario Inc. o/a Costa Blanca filed for bankruptcy in
Toronto on May 8 and a first meeting of creditors will be held May
27, at 10:00 a.m.  The meeting will be held at the Sheraton Centre
Toronto Hotel, 123 Queen St., W., Toronto in the Pinnacle Rom on
the 43rd Floor.

Costa Blanca is based in 650 Matheson Blvd., W., Unit 1,
Mississauga, Ontario.

For more information, contact:

     A. FARBER & PARTNRS INC.
     150 York Street, Suite 1600
     Toronto, ON M5H 3S5
     Tel: 416-497-0150
     Fax: 416-46-3839


ADAMAR OF NEW JERSEY: Court Dismisses "Molla" Suit Over Assault
---------------------------------------------------------------
New Jersey District Judge Jorome B. Simandle dismissed a lawsuit
filed by Illson Molla, who alleges that he was assaulted by
security guards, including Dave Willard, while visiting the
Tropicana casino on November 5, 2009.  He asserts tort claims and
his wife, Mimoza Molla, asserts loss of consortium claims. Adamar
of New Jersey, Inc., owned Tropicana hotel and casino at the time
that Molla visited.  Adamar had filed for bankruptcy on April 29,
2009, before the alleged assault.  Tropicana Corp. purchased the
hotel and casino on March 8, 2010, after the alleged assault.

Judge Simandle granted the motion to dismiss filed by Tropicana
Atlantic City Corp. d/b/a Tropicana Casino and Resort and the
unopposed motion for summary judgment filed by Third-Party
Defendant High Point Preferred Insurance Company (improperly pled
as Plymouth Rock Management Company of New Jersey).

Judge Simandle said Tropicana Corp.'s motion to dismiss will be
granted because Tropicana Corp. purchased the hotel and casino
after the assault, and the purchase was free and clear of all
claims, interests, and encumbrances.

Mr. Willard filed a Third-Party Complaint against High Point
alleging that High Point must represent him in this lawsuit and
indemnify him pursuant to his homeowner's insurance policy. High
Point seeks summary judgment arguing that Mr. Willard's
homeowner's insurance policy excluded liability for business or
workplace conduct.  The Court, however, granted Plymouth Rock's
motion because Mr. Willard's altercation with Mr. Molla occurred
during Mr. Willard's employment as a casino security guard, and
the business exclusion in the insurance policy was clear,
specific, and prominent.

The case is, ILLSON MOLLA, et al., Plaintiff, v. ADAMAR OF NEW
JERSEY, INC., et al., Defendant, CIVIL ACTION NO. 11-6470
(JBS/KMW)(D. N.J.).  A copy of the District Court's May 21, 2014
Opinion is available at http://is.gd/UH76bYfrom Leagle.com.

                   About Tropicana Entertainment

Las Vegas, Nevada-based Tropicana Entertainment Inc., along with
its affiliates, owns or operates nine casinos and resorts in
Indiana, Louisiana, Mississippi, Nevada and New Jersey.  The
Company owns a development property in Aruba.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection (Bankr. D. Del. Case No. 08-10856) on May 5,
2008.  Kirkland & Ellis LLP and Richards Layton & Finger,
represent the Debtors in their restructuring efforts.  Lazard Ltd.
served as financial advisor and Kurtzman Carson Consultants LLC
served as notice, claims, and balloting agent.  Epiq Bankruptcy
Solutions LLC served as the Debtors' Web site administration
agent.  AlixPartners LLP served as the Debtors' restructuring
advisor.  Stroock & Stroock & Lavan LLP and Morris Nichols Arsht &
Tunnell LLP represented the Official Committee of Unsecured
Creditors.  Capstone Advisory Group LLC served as financial
advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation of a reorganization plan in May 2009.

Effective March 31, 2010, Tropicana emerged from the Chapter 11
reorganization process as an Carl Icahn-owned entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, obtained approval of a
separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors,
designated as the New Jersey Debtors -- Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc. -- filed for
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 09-20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of investors-led by Carl Icahn.  Judge Judith H. Wizmur
presides over the New Jersey cases.  Manchester Mall was a wholly
owned subsidiary of Adamar that owns and operates certain real
property utilized in the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC served as
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Adamar of New Jersey and Manchester Mall later merged into Adamar
of NJ In Liquidation LLC.  The merger and name change was in
accordance with an Amended and Restated Purchase Agreement, which
governs the sale and transfer of the operations of the Tropicana
Casino and Resort - Atlantic City, including substantially all of
the New Jersey Debtors' assets, to Tropicana Entertainment Inc.,
Tropicana Atlantic City Corp., and Tropicana AC Sub Corp., free
and clear of any and all liens, claims and encumbrances.


AFRODITI LEDSTROM: Suit v. OG Club Buyers Stays in Bankr. Court
---------------------------------------------------------------
Nevada District Judge Jennifer A. Dorsey denied the request of
1531 LVBS, LLC and LV Cabaret South, LLC for Withdrawal of the
Reference of the Adversary Proceeding, Case No. 14-01018-MKN,
commenced against them by Yvette Weinstein, in her capacity as
Chapter 11 trustee for Afroditi Ledstrom.

"Because it does not appear that the Bankruptcy Court has yet
determined whether the adversary proceeding is a core or noncore
matter, the coourt denies the Motion to Withdraw as premature,"
the District Judge held.

In December 2009, owners of the business entities OGE, OGEAD, and
Aristotle Holdings who hold various property interests in the
Olympic Garden adult entertainment club in Las Vegas commenced
litigation against each other in Nevada state court.  One of these
owners is the Debtor, who filed her chapter 11 petition on
February 14, 2012.  On May 4, 2012, the state court action was
removed to the bankruptcy court.  On August 21, 2013, Defendant
1531 entered into an Agreement to purchase the assets and real
property constituting the OG Club from OGE and OGEAD subject to
the bankruptcy court's approval.  On August 22, 2013, Defendants
deposited earnest money into escrow, but failed to close escrow
under the terms of the agreement, prompting the adversary
proceeding.

The Complaint was filed in January 2014.  The causes of action
alleged are: (1) breach of contract, (2) declaratory relief under
28 U.S.C. Sec. 2201, (3) promissory estoppel, (4) specific
performance, and (5) injunctive relief.

On April 10, 2014, the Defendants filed the instant Motion to
Withdraw the Reference and a separately filed Demand for Jury
Trial.  The 810-page record attached to the Motion to Withdraw,
however, does not present the documents listed in the Designation
of Record in the order listed, and thus the District Court said it
is unable to identify the Jury Demand document the Designation of
Record otherwise suggests exists.

Nevertheless, the Defendants appear to argue that they have a
right to a jury trial on the basis of the causes of action alleged
against them and because they have not filed a proof of claim in
the main bankruptcy nor otherwise consented to the bankruptcy
court's jurisdiction.

The Chapter 11 Trustee counters that the agreement arose only
post-petition and is subject to the bankruptcy court's
jurisdiction because the Debtor is a one-sixth owner of OGE and
OGEAD; any liquidation of that interest, which would be property
of the bankruptcy estate under 11 U.S.C. Sec. 541(a), would be
subject to approval by the bankruptcy court.  The Trustee also
asserts that each of the causes of action are core proceedings
under 11 U.S.C. Sec. 157(b)(2).  Thus, she argues, because the
breach of contract claim arises from post-petition activities,
while the Chapter 11 trustee was administering and liquidating the
assets of the estate, the right to a jury does not attach to the
causes of action in this case.

The case is, YVETTE WEINSTEIN, Chapter 11 Trustee, Plaintiff, v.
1531 LVBS, LLC, a Nevada limited liability company, LV CABARET
SOUTH, LLC, a Nevada limited liability company, Defendants

A copy of the District Court's May 21, 2014 Order is available at
http://is.gd/E6bR16from Leagle.com.

Yvette Weinstein is represented by Douglas D. Gerrard, Esq., and
Sheldon A. Herbert, Esq., at Gerrard Cox & Larsen.

1531 LVBS, LLC, and LV Cabaret South, LLC, are represented by John
F. O'Reilly, Esq., and Timothy Ryan O'Reilly, Esq., at O'Reilly
Law Group.

Aristotelis Eliades, Intervenor Plaintiff, is represented by Dana
A. Dwiggins, Esq., at Solomon Dwiggins Freer & Morse, LTD.


AGFEED INDUSTRIES: Files Plan With Distribution for Shareholders
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AgFeed Industries Inc. filed a revised liquidating
Chapter 11 plan incorporating a settlement with plaintiffs in
securities class actions.

According to the report, to deal with claims of shareholders and
plaintiffs in the securities-fraud suit, the Securities and
Exchange Commission will have a claim for $18 million. From the
SEC's distribution, $12.5 million will go to shareholders and $5.5
million to the lawsuit plaintiff class, the report related.

The plaintiff class will receive $7 million more, with $3.85
million from insurance and $3.15 million from AgFeed's available
cash, the report further related.  For their fees, attorneys for
the plaintiff class will be paid as much as $1.75 million from
funds otherwise earmarked for plaintiffs, the report said.

                       About AgFeed Industries

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

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

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

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

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

In October 2013, AgFeed completed the sale of the U.S. operations
to three buyers for $79.45 million, including $53.4 million in
cash.

In November 2013, the Court authorized AgFeed to sell its Chinese
assets to Hong Kong firm Good Charm International Development Ltd.
in a deal that is expected to net the debtor $45 million once
several highly negotiated price adjustments are factored in.  An
auction was held for the Chinese facilities on Nov. 20, although
no one emerged to top what was originally a $50.5 million bid.
The price was lowered by $3.45 million in view of what the
contract called "newly discovered" operational problems and
"deterioration of the performance" of feed mills.

                          *     *     *

In December 2013, AgFeed filed a proposed plan of liquidation
showing all creditors as being paid in full, with interest.  The
Plan proposes to create a trust to prosecute lawsuits and collect
remaining assets.

As reported by the Troubled Company Reporter on May 21, 2014, the
Debtors filed their First Amended Chapter 11 Plan of Liquidation
and accompanying disclosure statement.  The Plan is supported by
the Official Committee of Equity Security Holders.  A copy of the
Disclosure Statement is available for free at:

            http://bankrupt.com/misc/Agfeed_1076_DS.PDF


AMERICAN ENERGY RESOURCES: Sale of Owner's Stake Affirmed
---------------------------------------------------------
District Judge William J. Martinez affirmed the May 23, 2013 Order
of the U.S. Bankruptcy Court for the District of Colorado
approving the sale of Donald Harry Allen's shareholder interest in
two oil companies under 11 U.S.C. Sec. 363(b).  Mr. Allen's appeal
of the Sale Order is rejected.

Mr. Allen a debtor in a Chapter 7 bankruptcy case.  He is the
Owner and CEO of American Energy Resources Corporation and H&M
Petroleum Corporation, which jointly operate an oil production
enterprise.  On January 18, 2012, AERC and H&M were placed in
receivership by a state court, and a receiver, Karen Absher, was
appointed.  On April 2, 2012, both AERC and H&M filed Chapter 11
bankruptcy cases in the Bankruptcy Court without the assistance of
counsel.  AER Corp filed a pro se Chapter 11 petition (Bankr. D.
Colo. Case No. 12-16438) on April 2, 2012.  Both cases were
dismissed on June 7, 2012 for failure to obtain counsel.

Mr. Allen filed his individual petition for Chapter 7 bankruptcy
on July 10, 2012.  Robertson B. Cohen was appointed as Chapter 7
Trustee.

In January 2013, the Trustee moved for approval to sell the
Debtor's shareholder interests in both AERC and H&M to
Delanghe/Buysse, LLC for a purchase price of $664,566.38,
consisting of $50,000.00 in cash and a credit in the amount of
$614,566.38 resulting from two loans previously made by the
Purchaser to the Debtor in the amounts of $400,000.00 and
$157,403.04.  Those shareholder interest consisted of either 80%
or 100% of the ownership of AERC and H&M.  On May 23, 2013, the
Bankruptcy Court issued a written order approving the sale based
on the findings stated on the record.

A copy of the Court's May 21, 2014 Order is available at
http://is.gd/Qi7n0xfrom Leagle.com.

The case is, DONALD HARRY ALLEN, Appellant, v. ROBERTSON B. COHEN,
as Chapter 7 Trustee, DELANGHE/BUYSSE LLC, and KAREN ABSHER,
Receiver, Appellees, CIVIL ACTION NO. 13-CV-1470-WJM (D. Colo.).

Donald Harry Allen is represented by:

     Jeffery Wayne Steidley, Esq.
     THE STEIDLEY LAW FIRM
     3000 Weslayan Street, Suite 350
     Houston, TX 77027
     Tel: 713-523-9595
     Fax: 713-523-9578

Karen Absher, Receiver, is represented by D. Bruce Coles, Esq., at
Law Office of D. Bruce Coles, PC; and

     Jeffrey Lenn Weeks, Esq.
     WEEKS & LUCHETTA, LLP
     102 South Tejon, Suite 910
     Colorado Springs, CO 80903
     Tel: 719-578-5600
     Fax: 719-635-7458
     E-mail: jeffrey@weeksluchetta.com

Delanghe/Buysse LLC, represented by:

     Dennis J. Bartlett, Esq.
     BROSSEAU BARTLETT & SESERMAN, LLC
     6455 South Yosemite Street, Suite 750
     Greenwood Village, CO 80111
     Tel: 303-515-2481
     E-mail: bartlettdbartlett@bbs-legal.com

Robertson B. Cohen, as Chapter 7 Trustee, is represented by Maria
J. Flora, Esq., at Maria J. Flora, P.C.


AMERICAN INTERNATIONAL: Suit a Bid to Hobble Insurance Probe
------------------------------------------------------------
Patricia Hurtado and Bob Van Voris, writing for Bloomberg News,
reported that New York Attorney General Eric Schneiderman asked a
judge to dismiss American International Group Inc.'s lawsuit
against the state's top financial regulator, saying the insurer is
trying to interfere with a probe of unlicensed overseas insurance
sales.

"The investigation of AIG is not complete, and it remains to be
seen what statutory violations, if any, would be charged," the
report cited Schneiderman said in a memo to U.S. District Judge
Alison Nathan in Manhattan.

AIG, based in New York, sued the Department of Financial Services
and its superintendent, Benjamin Lawsky, in April to block the
regulator from fining it for selling insurance overseas without a
state license, the report related.  The insurer claims the state
law is unconstitutional, violates its free-speech rights and
discriminates against out-of-state commerce, the report further
related.

The case is American International Group, Inc. v. New York State
Department of Financial Services, 14-cv-2355 U.S. District Court,
Southern District of New York, (Manhattan).

                           About AIG

With corporate headquarters in New York, American International
Group, Inc., is an international insurance company, serving
customers in more than 130 countries.  AIG companies serve
commercial, institutional and individual customers through
property-casualty networks of any insurer. In addition, AIG
companies are providers of life insurance and retirement services.

At the height of the 2008 financial crisis, AIG experienced a
liquidity crunch when its credit ratings were downgraded below
"AA" levels by Standard & Poor's, Moody's Investors Service and
Fitch Ratings.  AIG almost collapsed under the weight of bad bets
it made insuring mortgage-backed securities.  The Company,
however, was bailed out by the Federal Reserve, but even after an
initial infusion of $85 billion, losses continued to grow.  The
later rescue packages brought the total to $182 billion, making it
the biggest federal bailout in U.S. history.  AIG sold off a
number of its businesses and other assets to pay down loans
received from the U.S. government.


AMTRUST FINANCIAL: Claims 'Egregious' Discovery Misdeeds By FDIC
----------------------------------------------------------------
Law360 reported that AmFin Financial Corp. asked an Ohio
bankruptcy judge to penalize the Federal Deposit Insurance
Corporation for "egregious" discovery violations, saying certain
claims of the agency should be dismissed or subordinated.

According to the report, the defunct holding company said that
FDIC, which was appointed as receiver for AmFin's bank unit, has
irreparably obstructed discovery over 4-1/2 years of contentious
litigation between the two parties, by failing to search dozens of
undisclosed databases in its possession in response to AmFin's
requests.

AmFin said it has learned that the FDIC has done absolutely
nothing to locate and produce requested documents regarding
certain unresolved claims and falsely stated that the documents in
question had all been produced in previous tax disputes, even
though it knew better, the report related.

The FDIC has also failed to hand over relevant documents from New
York Community Bancorp Inc., which now holds billions in AmFin
assets, that have been in the agency's custody since 2009 and has
twice refused to produce a competent witness to testify about the
basis for the unresolved claims, the report further related,
citing AmFin in a court filing.

                     About AmTrust Financial

AmTrust Financial Corp. was the owner of the AmTrust Bank.
AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 09-21323) on Nov. 30, 2009.  The debtor
subsidiaries include AmFin Real Estate Investments, Inc., formerly
AmTrust Real Estate Investments, Inc. (Case No. 09-21328).

G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri
L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland,
Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey
(US) LLP, in Cincinnati, Ohio, served as counsel to the Debtors.
Kurtzman Carson Consultants served as claims and notice agent.
Attorneys at Hahn Loeser & Parks LLP serve as counsel to the
Official Committee of Unsecured Creditors.  AmTrust Management
estimated $100 million to $500 million in assets and debts in its
Chapter 11 petition.

AmTrust Bank was not part of the Chapter 11 filings.  On Dec. 4,
2009, AmTrust Bank was closed by regulators and the Federal
Deposit Insurance Corporation was named receiver.  New York
Community Bank, in Westbury, New York, assumed all of the deposits
of AmTrust Bank pursuant to a deal with the FDIC.

AmTrust, nka AmFin Financial Corp., obtained confirmation of its
Amended Joint Plan of Reorganization on Nov. 3, 2011.  The plan
was declared effective in December 2011.


BANK OF THE CAROLINAS: Reports Revised Loss of $2.3MM for 2013
--------------------------------------------------------------
Bank of the Carolinas Corporation filed with the U.S. Securities
and Exchange Commission an amended annual report for the year
ended Dec. 31, 2013, to furnish amended consolidated financial
statements and its footnotes as appropriate.

At Dec. 31, 2013, the Company had a total deferred tax asset of
$17.7 million.  There was an established valuation allowance of
$14.7 million at Dec. 31, 2013.  The balance of the deferred tax
asset of $3 million related directly to the unrealized losses in
investment securities.

As a result of a recent regulatory examination, the Company
conducted an evaluation as to whether the $3 million deferred tax
asset should also be fully reserved.  The Company consulted with
an accounting expert, who is familiar with the Company and its
deferred tax asset, and concluded that the deferred tax asset
should have been fully reserved at year end 2013.  The Company's
external auditor concurred after reviewing the documentation.

Consequently, the Company is restating its financial statements
for Dec. 31, 2013, to reflect a full reserve of its deferred tax
asset.  The net effect is the Company's total stockholders' equity
at year end was $3 million less than previously reported.  In
addition, the Company's income statement now reflects income tax
expense of $942,000 as of Dec. 31, 2013.  The income tax expense
was related to the deferred tax liability on unrealized gains in
investment securities.  The changes in the market value throughout
2013 reduced these unrealized gains to unrealized losses and the
deferred tax liability is adjusted appropriately through income
tax expense.

The amount of the deferred tax asset that is available to offset
future taxes has not changed and the Company's ability to utilize
the deferred tax asset has not changed.  The restatement reduces
pro forma book value and book value per share.  Should the Company
be able to demonstrate sustained profitability in the future, the
Company expects to be able to recognize some or all of the
deferred tax asset.

The Company and Bank's leverage ratios were not adversely impacted
as the deferred tax asset was disallowed for Tier 1 capital
purposes.

In accordance with the amendment, the Company reported a net loss
available to common stockholders of $2.33 million on $15.20
million of total interest income for the year ended Dec. 31, 2013,
as compared with a net loss available to common stockholders of
$1.39 million on $15.20 million of total interest income as
originally reported.  The Company's restated balance sheet at
Dec. 31, 2013, showed $423.65 million in total assets, $421.90
million in total liabilities and $1.74 million in total
stockholders' equity.  The Company previously reported $426.68
million in total assets, $421.90 million in total liabilities and
$4.77 million in total stockholders' equity.

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

                         http://is.gd/RUstDs

                     About Bank of the Carolinas

Mocksville, North Carolina-based Bank of the Carolinas Corporation
was formed in 2006 to serve as a holding company for Bank of the
Carolinas.  The Bank's primary market area is in the Piedmont
region of North Carolina.

Turlington and Company, LLP, in Lexington, North Carolina, 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 credit
losses that have eroded certain regulatory capital ratios.  As of
Dec. 31, 2013, the Company is considered undercapitalized based on
their regulatory capital level.  This raises substantial doubt
about the Company's ability to continue as a going concern.


BERNARD L. MADOFF: 2nd Circ. Mulls Voiding Fairfield's Claim Sale
-----------------------------------------------------------------
Law360 reported that attorneys for a hedge fund that wisely bought
a $230 million claim in the Bernard L. Madoff liquidation urged
the Second Circuit to uphold the transaction, saying the Chapter
15 representative of a bankrupt Madoff feeder fund can't void the
sale based on "seller's remorse."

According to the report, arguing for hedge fund The Baupost Group
LLC, Kathleen Sullivan of Quinn Emanuel Urquhart & Sullivan LLP
said that Madoff feeder Fairfield Sentry Ltd.'s foreign bankruptcy
representative lacked standing.

                     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.


BUFFET PARTNERS: Court OKs Hiring of Mesirow as Financial Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized the Official Committee of Unsecured Creditors of Buffet
Partners, L.P., to retain Mesirow Financial Consulting, LLC, as
financial advisors to the Committee.

As financial advisors, Mesirow will, among other tasks:

   (a) assist in the review of reports or filings as required by
       the Bankruptcy Court or the Office of the U.S. Trustee,
       including schedules of assets and liabilities, statements
       of financial affairs and monthly operating reports;

   (b) review the Debtors' financial information, including
       analyses of cash receipts and disbursements, financial
       statement items and proposed transactions for which
       Bankruptcy Court approval is sought; and

   (c) review and analyze reporting regarding cash collateral and
       any debtor-in-possession financing arrangements and
       budgets.

                      About Buffet Partners

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

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

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

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

William T. Neary, U.S. Trustee for Region 6, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors.

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

                           *     *    *

On May 5, 2014, the Debtors won court authority to sell the
business to its secured lender in exchange for debt.  Secured
lender Chatham Capital Partners, owed $39 million, is the buyer.
It takes the operation in exchange for $21.9 million in secured
debt.  In addition, Chatham will pay Chapter 11 expenses, with
fees for company counsel capped at $600,000 and those for the
creditors' committee capped at $250,000, the report further
related.  Chatham is also contributing $500,000 to a trust
exclusively for general unsecured creditors.  Despite sale
approval, the U.S. Trustee has asked the Court to convert the
Chapter 11 case to a liquidation in Chapter 7.


CABEL PROPERTIES: Section 341(a) Meeting Scheduled for June 20
--------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Cabel Properties,
LLC, will be held on June 20, 2014, at 2:00 p.m. at Wm J Nealon
Fed Bldg/US Courthouse, room to be determined, Washington & Linden
Sts, Scranton, PA18503.

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

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

                     About Cabel Properties

Cabel Properties, LLC, filed a Chapter 11 petition (Bankr. M.D.
Pa. Case No. 14-02370) in Wilkes-Barre, Pennsylvania, on May 20,
2014.  George P. Cabel signed the petition as managing member.
The Debtor estimated assets of $10 million to $50 million and
debts of $50,000 to $100,000.  Judge John J Thomas oversees the
case.  The Tafton, Pennsylvania-based company is represented by
Jeffrey D Kurtzman, Esq., at Klehr, Harrison, Harvey, Branzburg
LLP, in Philadelphia, as counsel.


CAMPUS HABITAT: Asks Court to Dismiss Chapter 11 Case
-----------------------------------------------------
Campus Habitat 15 LLC, which provides student housing in Laramie,
Wyoming, has filed a motion seeking the dismissal of its Chapter
11 case.

In its motion, Campus Habitat said it intends "to enter into a
workout with its creditors" after the case gets dismissed.  The
company further said it will pay the U.S. trustee overseeing its
case quarterly fees prior to or concurrently with the dismissal of
the case.

The move came after the company withdrew its Chapter 11
reorganization plan filed on March 31 with the U.S. Bankruptcy
Court for the District of Wyoming.

The plan proposed to pay the claims of its creditors, which were
classified into three classes.  Under the plan, Deutsche Bank
Trust Co. Americas' Class 1 secured claim would be paid from the
proceeds of the sale of Campus Habitat's housing complex.  The
bank would be paid a 25 year amortization with 5.24% interest with
a "balloon payment."

Gertch-Baker's Class 2 secured claim would be paid in full 30 days
after the effective days of the plan with the statutory judgment
interest rate while Class 3, which consists of unsecured claims,
would be paid with 5% interest over a period of 60 months,
according to the plan.

As for the equity security holders, they would retain their
ownership interests, according to the plan.

On April 15, the bankruptcy court conditionally approved the
company's disclosure statement and set a hearing on June 4 to
consider approval of the disclosure statement and confirmation of
the plan.

On May 14, the court issued an order vacating the June 4 hearing
after Campus Habitat withdrew its plan.

                Deutsche Bank Cash Collateral

The Debtor financed the bankruptcy case through the use of cash
collateral of Deutsche Bank.  The Lender initially did not consent
to th use of its cash collateral, demanding adequate protection
from the Debtor.  The Bankruptcy Court eventually approved a
stipulation between the parties that allowed the Debtor to use
rents, profits and income generated in connection with the
operation of the Campus Habitat Apartments located in Albany
County, Wyoming.  The Stipulation was to remain in effect until
June 30, or until further Court order.

As of the Petition Date, the principal balance due and owing by
the Debtor under the loan documents was $12,857,173, exclusive of
accrued interest, fees, costs and charges.

The stipulation was entered between Paul Hunter, Esq., on behalf
of the Debtor, and Gregory C. Dyekman, Esq., at Dray, Dyekman,
Reed & Healey, P.C., and Brett D. Anders, Esq., at Polsinelli PC,
on behalf of Deutsche Bank.

The Debtor won Court authority to employ Hendricks-Berkadia, LLC
as estate broker, to sell the student housing complex.  The
parties' listing agreement provided that the broker is to receive
a 1% or 2% commission (for and individual unit sale).  Deutsche
Bank had requested clarification regarding the commission after
the employment order was signed.

When it filed the Plan on March 31, the Debtor said it has not had
the housing complex recently appraised but has conferred with the
real estate broker.  In its schedules of assets and liabilities
filed in January, the Debtor listed the housing complex for a
value of $14,000,000 on its Schedule "A" against total liabilities
of $13,077,577, which included $12,894,075 in secured claims.
Personal property assets total $144,500.

According to the Disclosure Statement, as part of the planned
sale, the Debtor listed the property for $15,000,000, but lowered
the price to $13,000,000.  The Debtor said that to implement the
Plan, the funds necessary for plan payments would be made from
rental income or the sale of the property.  At the time the Plan
was filed, the Debtor said no suitable offers have been received.

A copy of the Disclosure Statement explaining the Debtor's Plan is
available at:

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

A copy of the Debtor's list of its 20 largest unsecured creditors
is available at:

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

Deutsche Bank's counsel may be reached at:

     Gregory C. Dyekman, Esq.
     Kevin G. Walton, Esq.
     DRAY, DYEKMAN, REED & HEALEY, P.C.
     204 East 22nd Street
     Cheyenne WY 82001-3729
     Tel: (307) 634-8891
     Fax: (307) 634-89025
     E-mail: Greg.dyekman@draylaw.com
             Kevin.walton@draylaw.com

          - and -

     POLSINELLI PC
     David D. Ferguson, Esq.
     Angela S. Taylor, Esq.
     900 West 48th Place, Suite 900
     Kansas City, MO 64112
     Tel: (816) 753-1000
     Fax: (816) 753-1536

                       About Campus Habitat

Campus Habitat 15, LLC, aka University Lodge, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No.
13-21179) on Dec. 29, 2013.  The case is assigned to Judge Peter
J. McNiff.  The Debtor is represented by Paul Hunter, Esq., in
Cheyenne, Wyoming.


CANCER GENETICS: To Issue 1.6 Million Common Shares Under Plan
--------------------------------------------------------------
Cancer Genetics, Inc., registered with the U.S. Securities and
Exchange Commission 1,650,000 shares of common stock issuable
under the Company's Amended and Restated 2011 Equity Incentive
Plan for a proposed maximum aggregate offering price of $16.7
million.  A full-text copy of the Form S-8 prospectus is available
for free at http://is.gd/6sbloj

                      About Cancer Genetics

Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage
diagnostics company focused on developing and commercializing
proprietary genomic tests and services to improve and personalize
the diagnosis, prognosis and response to treatment (theranosis) of
cancer.

Cancer Genetics reported a net loss of $12.37 million in 2013, as
compared with a net loss of $6.66 million in 2012.  As of Dec. 31,
2013, the Company had $55.15 million in total assets, $9.69
million in total liabilities and $45.46 million in total
stockholders' equity.


CHINA PRECISION: Reports $14.2 Million Third Quarter Revenue
------------------------------------------------------------
China Precision Steel, Inc., reported a net loss of $20.43 million
on $14.23 million of sales revenues for the three months ended
March 31, 2014, as compared with a net loss of $13.48 million on
$8.56 million of sales revenues for the same period in 2013.

For the nine months ended March 31, 2014, the Company had a net
loss of $42.96 million on $37.87 million of sales revenues as
compared with a net loss of $28.59 million on $22.68 million of
sales revenues for the same period last year.

The Company's balance sheet at March 31, 2014, showed $88.13
million in total assets, $78.16 million in total liabilities, all
current and $9.97 million in total stockholders' equity.

"Revenue for the third quarter of fiscal 2014 increased 66.3% to
$14.2 million as sales volume increased to 23,137 tons from 10,264
tons period over period," commented Mr. Hai Sheng Chen, CEO of
China Precision Steel.  "Over the past few years, we have
recognized an increase in bad debt allowance and have subsequently
taken steps to improve collection from our customers by tightening
our credit terms.  As a result, approximately 90% of our sales
during the third quarter were paid on delivery contributing to a
decline in our annual Days Sales Outstanding to 53 days from 357
days in the third quarter of fiscal 2013.  As of the end of the
quarter, we had a backlog of $5.7 million."

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

                         http://is.gd/ocduLm

                      About China Precision Steel

China Precision Steel -- http://chinaprecisionsteelinc.com-- is a
niche precision steel processing company principally engaged in
the production and sale of high precision cold-rolled steel
products and provides value added services such as heat treatment
and cutting medium and high carbon hot-rolled steel strips. China
Precision Steel's high precision, ultra-thin, high strength (7.5
mm to 0.05 mm) cold-rolled steel products are mainly used in the
production of automotive components, food packaging materials, saw
blades, steel roofing and textile needles.  The Company sells to
manufacturers in the People's Republic of China as well as
overseas markets such as Nigeria, Ethiopia, Thailand and
Indonesia.  China Precision Steel was incorporated in 2002 and is
headquartered in Sheung Wan, Hong Kong.

China Precision reported a net loss of $68.93 million on $36.52
million of sales revenues for the year ended June 30, 2013, as
compared with a net loss of $16.94 million on $142.97 million of
sales revenues during the prior fiscal year.

Moore Stephens, Certified Public Accountants, in Hong Kong, 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 a very significant
loss in the year ended June 30, 2013, and defaulted on interest
and principal repayments of bank borrowings that raise substantial
doubt about its ability to continue as a going concern.


CLINICA REAL: Deadline to File Dischargeability Action Extended
---------------------------------------------------------------
Bankruptcy Judge Eddward P. Ballinger Jr., signed off on a
stipulation entered among Debtors Clinica Real LLC and Keith
Stone, and State Farm Mutual Automobile Insurance Company and
State Farm Fire & Casualty Company, extending indefinitely, the
deadline to file a complaint to the dischargeability of State
Farm's claims against the Debtors.

The Parties had agreed to extend the deadline until such time as
the Debtors notify State Farm in writing that a Section 523
adversary proceeding must be filed within 20 days or until further
order of the Court.

The parties previously agreed to extend the deadline until May 9,
because there are numerous issues that must be decided regarding
the effect of the appealable judgment in Bankruptcy Court and for
various other procedural reasons.

                        About Clinica Real

Clinica Real, LLC, dba Clinica Real Rehabilitation & Chiropractic,
filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-20451) in
Phoenix, Arizona, on Sept. 13, 2012.  Clinica Real, doing business
as Clinica Real Rehabilitation & Chiropractic, disclosed
$10.5 million in assets and $29.8 million in liabilities.

Clinica Real has no real property.  Its largest asset is an
unliquidated claim against State Farm Mutual Automobile Insurance
Co. and State Farm Fire & Casualty Co., which the Debtor valued at
$9.75 million.  Most of the claims against the Debtor are
unsecured.  State Farm has an unsecured claim of $29 million,
which the Debtor says is disputed.

Judge Sarah Sharer Curley presides over the case.  Mark J. Giunta,
Esq., serves as the Debtor's counsel.  The petition was signed by
Keith M. Stone, member.

The U.S. Trustee has not appointed an official committee.

Keith Michael Stone filed a separate Chapter 11 petition (Bankr.
D. Ariz. Case No. 12-20452) on Sept. 13, 2012.  Mr. Stone is
represented by Cindy L. Greene, Esq., at Carmichael & Powell,
P.C., in Phoenix, Arizona.

The cases are jointly administered under Case No. 12-20451.


COLDWATER CREEK: Gets Nod for $1.1-Mil. Spa Sale
------------------------------------------------
Law360 reported that women's clothing retailer Coldwater Creek
Inc. won approval from a Delaware bankruptcy judge for a $1.1
million deal to sell its spa business as a going concern to ASJ
Consulting LLC, which prevailed at a Chapter 11 auction the
previous day.

According to the report, Coldwater Creek tapped ASJ Consulting as
the winning bidder following a five-round auction that effectively
doubled the starting price, debtors' counsel Jill Frizzley told
the court at a hearing in Wilmington, Delaware.

                      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.


COLUMBIA SAVINGS: Cincinnati Bank Is Eighth Failure in 2014
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Columbia Savings Bank from Cincinnati, Ohio, was
closed by regulators on May 23.  The one branch was taken over by
United Fidelity Bank FSB from Evansville, Indiana, the report
related.

The Ohio bank had $29.5 million in deposits and was the eighth to
fail this year, the report further related.  It was the first Ohio
bank to fail in almost four years, the report said.


CONSTRUCTION SUPERVISION: 4th Cir. Sides With Subcontractors
------------------------------------------------------------
A three-judge panel of the U.S. Court of Appeals for the Fourth
Circuit held that construction subcontractors entitled to a lien
on funds under North Carolina law had an interest in property when
Construction Supervision Services, a full-service construction
company, filed for bankruptcy, by which time the subcontractors
had not yet served notice of, and thereby perfected, their liens;
and because there is no dispute that the other criteria of the
applicable bankruptcy stay exception have been met, the Fourth
Circuit said the bankruptcy court and district court correctly
allowed the subcontractors to serve notice of, and thereby
perfect, their liens post-petition.

CSS, acting as general contractor or as first tier subcontractor,
placed orders with first tier and second tier suppliers, which in
turn provided CSS with materials such as stone, concrete, and fuel
to run equipment.  The Subcontractors delivered the requested
materials to CSS on an open account, later invoicing CSS for the
amounts owed them.

After CSS's January 2012 bankruptcy filing, the Subcontractors
sought to serve notice of, and thereby perfect, liens on funds
others owed CSS.  They asked the bankruptcy court to clarify the
extent of the stay to determine whether their post-petition notice
and perfection would fall within the stay's ambit.

Branch Banking & Trust Company, which had lent the Debtor over
$1 million, secured by, among other things, CSS's accounts and
real property, objected to the Subcontractors' post-petition
notice and perfection.  BB&T argued that the Subcontractors lacked
an interest in property because they had not yet served notice of,
and thereby perfected, their liens by the time CSS filed its
bankruptcy petition.

The Subcontractors maintained that the stay did not block them
from noticing and perfecting post-petition because doing so fell
under a stay exception for property interests that predate
bankruptcy petitions, the post-petition perfection of which would
be effective against third parties who acquired a pre-perfection
interest.

The bankruptcy court acknowledged that there existed opinions from
its own district (the Eastern District of North Carolina) in
BB&T's favor. In re Constr. Supervision Servs., Inc., 12-00569-8-
RDD, 2012 WL 892217, at *1 (Bankr. E.D.N.C. Mar. 14, 2012). But
the bankruptcy court disagreed with those decisions and ruled
against BB&T, holding that the Subcontractors had an interest in
property upon delivery of the materials and equipment, i.e.,
before lien notice and perfection.  And because all other
requirements for the pertinent stay exception were concededly met,
the Subcontractors were not stayed from noticing, i.e., perfecting
their liens.

BB&T appealed to the district court, which, like the bankruptcy
court, held that Creditor Appellees' post-petition notice and
perfection of their statutory claim of lien on funds constituted a
permitted exception to the bankruptcy code's automatic stay. BB&T
further appealed to the Fourth Circuit, which reviewed the legal
issues at stake de novo.  On appeal, BB&T primarily contends that
because the Subcontractors failed to notice their liens on funds
before CSS filed for bankruptcy, the Subcontractors lacked an
interest in property at the time CSS filed its petition.

The appellate case is, BRANCH BANKING & TRUST COMPANY, Creditor-
Appellant, v. CONSTRUCTION SUPERVISION SERVICES, INC., Debtor-
Appellee, HANSON AGGREGATES SOUTHEAST, LLC; COUCH OIL COMPANY OF
DURHAM, INC.; R.W. MOORE EQUIPMENT CO.; H.D. SUPPLY WATERWORKS,
LTD; WATER WORKS SUPPLY, INC.; MSC WATERWORKS, INC.; GREGORY POOLE
EQUIPMENT COMPANY; THOMAS CONCRETE OF CAROLINA, INC.; THE JOHN R.
MCADAMS COMPANY, INCORPORATED, Creditors-Appellees, NO. 13-1560
(4th Cir.).  A copy of the Fourth Circuit's May 22, 2014 decision
is available at http://is.gd/ttSDDjfrom Leagle.com.

BB&T is represented by:

     Nicholas C. Brown, Esq.
     Joseph H. Stallings, Esq.
     James B. Angell, Esq.
     Russell W. Johnson, Esq.
     HOWARD, STALLINGS, FROM & HUTSON, P.A.
     5410 Trinity Rd
     Raleigh, NC 27607
     Tel:(919) 821-7700
     E-mail: nbrown@hsfh.com
             jstallings@hsfh.com
             jangell@hsfh.com
             rjohnson@hsfh.com

Appellees Hanson Aggregates Southeast, LLC, Couch Oil Company of
Durham, Inc., and R.W. Moore Equipment Co. are represented by:

     William John Wolf, Esq.
     Ethan J. Fleischer, Esq.
     BUGG & WOLF, PA
     411 Andrews Road, Suite 170
     Durham, NC 27705
     Tel: 919-383-9431
     Fax: 919-383-9771

Appellees H.D. Supply Waterworks, LTD, Water Works Supply, Inc.,
Gregory Poole Equipment Company, Thomas Concrete of Carolina,
Inc., and The John R. McAdams Company, Incorporated, are
represented by:

     Paul A. Sheridan, Esq.
     Nancy E. Hannah, Esq.
     HANNAH SHERIDAN LOUGHRIDGE & COCHRAN, LLP
     1011 Schaub Dr #104
     Raleigh, NC 27606
     Tel: 919-859-6840
     E-mail: psheridan@hslc-law.com
             nhannah@hslc-law.com

             About Construction Supervision Services

Construction Supervision Services Inc. operates a full service
construction company.  The Debtor primarily performs utility and
site work on projects in eastern and central North Carolina.
Based in Garner, North Carolina, Construction Supervision
Services filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
12-00569) on Jan. 24, 2012. Judge Randy D. Doub presides over the
case.  William P. Janvier, Esq., at Janvier Law Firm, PLLC,
serves as the Debtor's counsel.  The Debtor scheduled assets of
$8,203,552 and liabilities of $8,976,014.  The petition was signed
by Jeremy Spivey, president.


DETROIT, MI: Panel Approves Bankruptcy Bills Pledging $195MM
------------------------------------------------------------
CBS Detroit reported that Michigan lawmakers have taken an initial
step toward helping bankrupt Detroit by committing $195 million in
state money to protect city retirees from steep pension cuts.

According to the report, a legislative committee approved 11
bankruptcy bills, almost entirely with bipartisan 5-0 votes.  One
revision makes room for a city council designee on a nine-member
board that would review Detroit's budgeting, the report related.

Another change gives the oversight committee dominated by state
appointees flexibility to not approve all city contracts above
$750,000, the report further related.  Another change forces the
oversight board to go dormant if Detroit continually makes sound
financial decisions, the report said.

Law360 reported that JPMorgan Chase & Co. also announced plans to
invest $100 million into Detroit over the next five years.

                  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.


DEWEY & LEBOEUF: Former Manager Seeks to Sever Criminal Case
------------------------------------------------------------
Christine Simmons, writing for the New York Law Journal, reported
that Zachary Warren, the 29-year-old former client relations
manager at Dewey & LeBoeuf who was indicted alongside three of the
firm's top leaders, is seeking to separate his case from the
others, arguing there is an unacceptable risk of "guilt by
association" at trial.

"The massive trial envisioned by the People is one in which
literally scores of witnesses will testify who never met Mr.
Warren, never corresponded with him and may not even remember his
brief tenure at the firm," the report cited, Mr. Warren's
attorneys as saying in court papers.  "The People's case promises
to drag on for months, while counsel for Mr. Warren await the
opportunity to cross-examine the handful of witnesses who actually
worked with, and remember, him," the report further cited the
attorneys.

The report related that prosecutors from the Manhattan District
Attorney's Office last month said their case at trial would take
four to six months.  Supreme Court Justice Robert Stolz is aiming
for a January 2015 trial, the report further related.

                      About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.


DIGERATI TECHNOLOGIES: Rhodes Lacks Standing to Sue President
-------------------------------------------------------------
Bankruptcy Judge Jeff Bohm denied the request of Rhodes Holdings,
LLC and Scott Hepford that they be granted standing to prosecute
claims on behalf of the Chapter 11 estate against Digerati
Technologies, Inc.'s president.

The Court said there is no provision in the Bankruptcy Code
expressly allowing it to grant such relief.  Furthermore, what
scant case law exists suggests that such standing should be
granted only in "particularly extraordinary circumstances."  The
Court reserves the right to make any additional Findings and
Conclusions as may be necessary or as requested by any party.

The relationship between Rhodes et al., on the one hand, and Terry
Dishon, Sheyenne Hurley, and Hurley Fairview, LLC, and the Debtor,
on the other, has been extremely acrimonious.  Rhodes et al.
completely mistrust the Debtor's president, Arthur Smith.  They
contend that Mr. Smith, by signing the Chapter 11 petition,
"hijacked" the company, thereby depriving them of their interests
in the Debtor and minimizing their chances of recovering their
claims against the company.

Hepford has filed neither a proof of claim nor a proof of
interest.  Rhodes timely filed a proof of claim on October 16,
2013, asserting that it is a secured creditor based on a
$170,000.00 promissory note dated October 26, 2012.  RH attached
no documentation to evidence its claim.

A copy of the Court's May 21, 2014 Memorandum Opinion is available
at http://is.gd/6j1lHnfrom Leagle.com.

                 About Digerati Technologies, Inc.

Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013.
Digerati -- http://www.digerati-inc.com-- is a diversified
holding company which owns operating subsidiaries in the oil field
services and the cloud communications industry.  Digerati and its
subsidiaries maintain Texas Offices in San Antonio and Houston.
The Debtor has no independent operations apart from its
subsidiaries.

The Debtor's subsidiaries include Shift 8 Networks, a cloud
communication service, Hurley Enterprises, Inc., and Dishon
Disposal, Inc., both oil field services companies.

The Debtor disclosed $60 million in assets and $62.5 million in
liabilities as of May 29, 2013.

Bankruptcy Judge Jeff Bohm oversees the case.  Deirdre Carey
Brown, Esq., Annie E. Catmull, Esq., Melissa Anne Haselden, Esq.,
Mazelle Sara Krasoff, Esq., and Edward L Rothberg, at Hoover
Slovacek, LLP, in Houston, represent the Debtor as counsel.  The
Debtor tapped Gilbert A. Herrera and Herrera Partners as the
investment banker.

Earlier in the case, Rhode Holdings, LLC, sought the transfer of
venue of Digerati's Chapter 11 case to the U.S. Bankruptcy Court
for the Western District of Texas, San Antonio Division.  The
case, however, remained in Houston Bankruptcy Court.


EDGENET INC: Court Approves Cooley LLP as Panel's Co-Counsel
------------------------------------------------------------
The Official Committee of Noteholders of Edgenet, Inc. and its
debtor-affiliates sought and obtained authorization from the Hon.
Brendan L. Shannon of the U.S. Bankruptcy Court for the District
of Delaware to retain Cooley LLP as co-counsel to the Committee,
nunc pro tunc to Mar. 18, 2014.

The Committee requires Cooley LLP to:

   (a) attend the meetings of the Committee;

   (b) review financial and operational information furnished by
       the Debtors to the Committee;

   (c) analyze and negotiate the budget and the use of cash
       collateral;

   (d) assist in the efforts to sell assets of the Debtors in a
       manner that maximizes the value for the Committee's
       constituency;

   (e) analyze any Chapter 11 plan;

   (f) review and investigate the liens of purported secured
       parties;

   (g) review and investigate prepetition transactions in which
       the Debtors and their insiders were involved;

   (h) confer with the Debtors' management and counsel;

   (i) review the Debtors' schedules, statements of financial
       affairs and business plan;

   (j) advise the Committee as to the ramifications regarding all
       of the Debtors' activities and motions before this Court;

   (k) file appropriate pleadings on behalf of the Committee;

   (l) review and analyze the Debtors' investment banker's work
       product and report to the Committee;

   (m) provide the Committee with legal advice in relation to the
       Chapter 11 cases;

   (n) prepare various applications and memoranda of law submitted
       to the Court for consideration; and

   (o) perform other legal services for the Committee as may be
       necessary or proper in these proceedings.

Cooley LLP will be paid at these hourly rates:

       Cathey Hershcopf, Partner         $895
       Jeffrey L. Cohen, Partner         $740
       Richelle Kalnit, Associate        $710
       Jeremy Rothstein, Associate       $375

Cooley LLP will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Cathy Hershcopf, member of Cooley LLP, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

Cooley LLP can be reached at:

       Cathy Hershcopf, Esq.
       COOLEY LLP
       The Grace Building
       1114 Avenue of the Americas
       New York, NY 10036-7798
       Tel: +1 (212) 479-6138
       Fax: +1 (212) 479-6275
       E-mail: chershcopf@cooley.com

                       About Edgenet Inc.

Edgenet, Inc., and Edgenet Holding Corp. are providers of cloud-
based content and applications that enable companies to sell more
products and services with greater ease across multiple channels
and devices.  Edgenet has three business locations: Waukesha, WI,
Brentwood, TN, and its main office in Atlanta, GA.  The Company
has 80 employees.

Edgenet Inc. and Edgenet Holding filed for Chapter 11 bankruptcy
protection in Delaware (Lead Case No. 14-10066) on Jan. 14, 2014.

Edgenet Inc. estimated assets of at least $10 million and
liabilities of $100 million to $500 million.

Raymond Howard Lemisch, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware, serves as counsel to the Debtors;
Glass Ratner Advisory & Capital Group LLC is the financial
advisor; JMP Securities, LLC, is the investment banker, and Phase
Eleven Consultants, LLC, is the claims and noticing agent.

The U.S. Trustee has been unable to appoint an official unsecured
creditors committee as no sufficient interest has been generated
from creditors.

Fred Marxer, Timothy Choate and Davis Carr, individuals and
holders of a segment of the promissory notes issued in 2004 that
have been referred to by Edgenet, Inc., et al., requested that the
Court will issue an order appointing an official committee of
Seller Noteholders, or in the alternative, an official committee
of unsecured creditors, with members appointed from the Seller
Noteholders who agree to waive any continued security interest
arising from the Seller Notes.


EDGENET INC: Court Approves Morris James as Panel's Co-Counsel
--------------------------------------------------------------
The Official Committee of Noteholders of Edgenet, Inc. and its
debtor-affiliates sought and obtained authorization from the Hon.
Brendan L. Shannon of the U.S. Bankruptcy Court for the District
of Delaware to retain Morris James LLP as co-counsel to the
Committee, nunc pro tunc to Mar. 17, 2014.

The Committee requires Morris James to:

   (a) provide legal advice and assistance to the Committee in its
       consultations with the Debtors relative to the Debtors'
       administration of its reorganization;

   (b) review and analyze all applications, motions, orders,
       statements of operations and schedules filed with the Court
       by the Debtors or third parties, advise the Committee as to
       their propriety, and, after consultation with the
       Committee, take appropriate action;

   (c) prepare necessary applications, motions, answers, orders,
       reports, and other legal papers on behalf of the Committee;

   (d) represent the Committee at hearings held before the Court
       and communicate with the Committee regarding the issues
       raised, as well as the decisions of the Court; and

   (e) perform all other legal services for the Committee which
       may be reasonably required in this proceeding.

Morris James will be paid at these hourly rates:

       Brett D. Fallon, Partner          $605
       Jeffrey R. Waxman, Partner        $495
       Douglas Candeub, Senior Counsel   $440
       William W. Weller, Paralegal      $215
       Jamie Dawson, Paralegal           $205

Morris James will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Jeffrey R. Waxman, partner of Morris James, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Morris James can be reached at:

       Jeffrey R. Waxman, Esq.
       MORRIS JAMES LLP
       500 Delaware Avenue, Suite 1500
       Wilmington, DE 19801
       Tel: (302) 888-5842
       Fax: (302) 571-1750
       E-mail: jwaxman@morrisjames.com

                       About Edgenet Inc.

Edgenet, Inc., and Edgenet Holding Corp. are providers of cloud-
based content and applications that enable companies to sell more
products and services with greater ease across multiple channels
and devices.  Edgenet has three business locations: Waukesha, WI,
Brentwood, TN, and its main office in Atlanta, GA.  The Company
has 80 employees.

Edgenet Inc. and Edgenet Holding filed for Chapter 11 bankruptcy
protection in Delaware (Lead Case No. 14-10066) on Jan. 14, 2014.

Edgenet Inc. estimated assets of at least $10 million and
liabilities of $100 million to $500 million.

Raymond Howard Lemisch, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware, serves as counsel to the Debtors;
Glass Ratner Advisory & Capital Group LLC is the financial
advisor; JMP Securities, LLC, is the investment banker, and Phase
Eleven Consultants, LLC, is the claims and noticing agent.

The U.S. Trustee has been unable to appoint an official unsecured
creditors committee as no sufficient interest has been generated
from creditors.

Fred Marxer, Timothy Choate and Davis Carr, individuals and
holders of a segment of the promissory notes issued in 2004 that
have been referred to by Edgenet, Inc., et al., requested that the
Court will issue an order appointing an official committee of
Seller Noteholders, or in the alternative, an official committee
of unsecured creditors, with members appointed from the Seller
Noteholders who agree to waive any continued security interest
arising from the Seller Notes.


EDISON MISSION: To Pay $23M to Settle Retirees' Claims
------------------------------------------------------
Law360 reported that Edison Mission Energy announced a settlement
with its retirees that allows the company to pay off their claims
for $22.9 million, less than a third of what the retirees have
demanded, and unload obligations to pay their benefits.

According to the report, the reorganization trust for EME, which
recently sold its assets to NRG Energy Inc. after a stint in
bankruptcy, will stop paying for non-unionized retirees' benefits
through the last day of the month following the month in which the
deal is approved by a judge.

                      About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

The Debtors, other than Camino Energy Company, are also
represented by James H.M. Sprayregen, P.C., Sarah Hiltz Seewer,
Esq., and Seth A. Gastwirth, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois; and Joshua A. Sussberg, Esq., at Kirkland &
Ellis LLP, in New York.  Debtor Camino Energy Company is
represented by David A. Agay, Esq., and Joshua Gadharf, Esq., at
McDonald Hopkins LLC, in Chicago, Illinois.

Perella Weinberg Partners is acting as the Debtors' financial
advisor and McKinsey & Company Recovery and Transformation
Services is acting as restructuring advisor.  GCG, Inc., is the
claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at Perkins Coie LLP.  The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.

EME's Joint Plan of Reorganization was confirmed on March 11,
2014.  The Plan provides for: (a) the sale to NRG Energy, Inc. and
NRG Energy Holdings, Inc. of substantially all of EME's assets for
approximately $2.635 billion, subject to certain adjustments
provided in the Acquisition Agreement, and assumption of so-called
PoJo Leases, as modified; (b) a settlement with Edison
International -- EIX -- and certain EME noteholders pursuant
to which EME will emerge from bankruptcy free of liabilities but
will remain an indirect wholly-owned subsidiary of EIX; and (c)
the transfer of substantially all remaining assets and liabilities
of EME that are not otherwise discharged in the bankruptcy or
transferred to NRG to the Reorganization Trust.  Once consummated,
the Plan will result in recoveries of over 80% for holders of
unsecured claims against EME and payment in full in cash of claims
against EME's subsidiaries.  The Plan was declared effective on
April 1, 2014.


E.H. MITCHELL: June 25 Hearing Set for Plan Disclosure Statement
----------------------------------------------------------------
E.H. Mitchell & Company, L.L.C., filed early this month a proposed
Chapter 11 plan of reorganization and an explanatory disclosure
statement.

The hearing to consider approval of the Disclosure Statement will
be held on Wednesday, June 25, 2014 at 9:00 a.m. before Jerry A.
Brown, Bankruptcy Judge, in:

          Courtroom B-705
          Hale Boggs Federal Building
          500 Poydras Street
          New Orleans, Louisiana

The motion of the United States Trustee to convert case to
Chapter 7 or, alternatively, to dismiss the Chapter 11 case has
been rescheduled for hearing with the approval of the Disclosure
Statement on June 25 at 9:00 a.m.

Under the Plan, the secured claim of First National Bank of
Picayune (approximately $314,000) will be amortized over 15 years
at 8.5 percent interest.  The undisputed unsecured claims of Alan
Ezkovich, Kathy Rickert, & CMC, Inc. will share pro rata the sum
of $17,000.  The unsecured claim of Standard Gravel Co., Inc. is
unimpaired.  Holders of unsecured insider claims will split
$17,000.  Interest holders will not receive any distributions but
will be permitted to retain their interests.

Copies of the Plan and Disclosure Statement are available for free
at:

     http://bankrupt.com/misc/EHMitchell_87_DS.pdf
     http://bankrupt.com/misc/EHMitchell_89_Plan.pdf
     http://bankrupt.com/misc/EHMitchell_90_DSHearing.pdf

                 About E. H. Mitchell & Company LLC

E. H. Mitchell & Company LLC sought protection under Chapter 11 of
the Bankruptcy Code on Oct. 8, 2013, (Case No. 13-12786, Bankr.
E.D. La.).  The case is assigned to Judge Jerry A. Brown.

The Debtor is represented by Robert L. Marrero, Esq., at Robert
Marrero, LLC, in New Orleans, Louisiana. The Debtor disclosed
$300,027,297 in assets and $1,281,148 in liabilities.

The petition was signed by Michael Furr, secretary/member.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed three members to the official committee of unsecured
creditors.


ELK GROVE VILLAGE: IDOR Not Entitled to Adequate Protection
-----------------------------------------------------------
In the Chapter 11 cases of Elk Grove Village Petroleum, et al.,
Bankruptcy Judge Timothy A. Barnes ruled on the Motion for
Allowance of Secured Claim and Turnover of Collateral Proceeds
brought by United Central Bank, and the Cross Motion for Partial
Turnover of Proceeds of Sales brought by the Illinois Department
of Revenue.  Judge Barnes finds that UCB is entitled to a claim
secured in the proceeds of the sale of the Debtors' assets, in
excess of the amount of the proceeds.  IDOR has secured, priority
unsecured and general unsecured claims, all of which are lower in
priority to UCB's secured claim.  The Court also held that IDOR's
right to assert transferee liability is an "interest" for purposes
of a section 363(f) sale, potentially entitling IDOR to adequate
protection under section 363(e).  As IDOR's interest is, however,
subordinate to that of UCB's, there is no harm from which IDOR is
entitled to protection.  The Court ruled that the UCB Motion is
granted, and the IDOR Motion is denied.

The motions arise out of the post-petition sale of substantially
all the assets of jointly administered chapter 11 bankruptcy
estates for debtors Elk Grove, Joliet Petroleum, LLC, Oswego
Petroleum, LLC, and Orland Park Petroleum, LLC.

Prior to the Sale, the Debtors owned and operated five gas
stations in the greater Chicago area. In the course of business,
the Debtors entered into various loan agreements with UCB as
lender, which were secured by mortgages on the real properties
upon which the gas stations operate as well as security interests
in the Debtors' personal property. The Debtors subsequently
defaulted on their obligations to UCB.

UCB asserts that it is owed not less than $14,077,157.67 and that
the security for its claims extends to all of the assets of the
Debtors and thus the proceeds of the Sale. No party challenges the
nature, validity or extent of UCB's interests or has objected to
UCB's claims.

In operating the business, the Debtors also failed to pay a
variety of taxes to the State of Illinois. In that regard, IDOR
has filed claims for unpaid pre-petition taxes totaling
approximately $1.8 million: $1,387,418.93 as secured debt,
$419,718.38 as priority unsecured debt and $74,511.29 as general
unsecured debt. No party has objected to IDOR's claims.

After commencing the bankruptcy cases, the Debtors' performance on
its monetary and other obligations did not improve. As a result of
those and other failures, on request of UCB, the court appointed
Eugene Crane as chapter 11 trustee on April 12, 2013.  On August
13, 2013, the Trustee moved for the sale of the Debtors' gas
stations free and clear of liens, claims, encumbrances and
interests pursuant to section 363(f) of the Bankruptcy Code. Among
the objections received was one from IDOR, wherein IDOR asserted
its claims and requested adequate protection under section 363(e)
of the Bankruptcy Code. IDOR claimed that, as its state law right
to assess its claims against a purchaser under transferee
liability was being impaired by the sale, it was entitled to
protection of that interest.

On November 13, 2013, the court authorized the sale of the
Debtors' gas stations "free and clear of liens, claims,
encumbrances and interests, with all liens, claims, encumbrances
and interests to attach to the proceeds." The Sale Order further
provided that the Trustee would hold the proceeds of the sale,
pending further order of the court. The Trustee has since closed
the Sale and is holding net proceeds totaling $4,991,736.13 with
respect to the real property and $237,739.14 with respect to
inventory for a total of $5,229,475.27.

The UCB Motion and the IDOR Motion renew the questions of whether
IDOR has an "interest" that is affected by a sale under section
363(f), and if so, whether and to what extent IDOR is entitled to
adequate protection of this interest under section 363(e).

A copy of the Court's May 21, 2014 Memorandum Decision is
available at http://is.gd/e3aAZwfrom Leagle.com.

The properties are owned by Elk Grove Village Petroleum, a debtor
in a Chapter 11 case (Bankr. N.D. Ill. Case No. 12-49658).  Elk
Grove filed the bankruptcy petition in 2012.  Eugene Crane has
been appointed the Chapter 11 Trustee.


ENERGY FUTURE: Oct. 27 Set as Customer Claims Bar Date
------------------------------------------------------
The U.S. Bankruptcy Court in Delaware on May 2 granted Energy
Future Holdings Corp.'s Motion for Entry of (A) an Order
Authorizing the Debtors to (I) Maintain and Administer Customer
Programs and Customer Agreements, (II) Honor Prepetition
Obligations Related Thereto, (III) Pay Certain Expenses on Behalf
of Certain Organizations, (IV) Fix the Deadline to File Proofs of
Claim for Customer Claims, and (V) Establish Procedures for
Notifying Customers of Commencement of the Debtors' Chapter 11
Cases, Assumption of Customer Agreements, and the Bar Date for
Customer Claims and (B) an Order Authorizing Certain of the
Debtors to Assume the Customer Agreements.

The Court authorized the Debtors to satisfy obligations to
customers, fixing Oct. 27, 2014, at 5:00 p.m. (Eastern Daylight
Time) as the deadline for customers (including governmental units
solely in their capacities as customers of the Debtors) to file
Proofs of Claim for Customer Claims, approving a Notice and
related noticing procedures, and setting June 5, 2014, at 9:30
a.m. (Eastern Daylight Time) as the date for a hearing on the
Customer Programs Motion at which, among other things, the Debtors
have requested authority to assume all of the Customer Agreements
under section 365(a) of the Bankruptcy Code.

The current customers of the Debtors include (a) large commercial
or industrial customers that are or were a party to a custom power
purchase agreement or a residential or small business customer of
the Debtors that are or were subject to an agreement for the sale
of electricity and related services, including the standard terms
of service -- a Retail Agreement; or (b) customers that are or
were party to a commercial retail natural gas agreement -- Retail
Gas Agreement.

The Debtors intend to assume the Customer Agreement, and to
continue to provide electricity, natural gas, and/or related
services under the terms of the Customer Agreement.

Objections to the assumption of the Customer Agreements may be
filed by May 29, 2014, at 4:00 p.m.  Unresolved Objections will be
addressed at the hearing on June 5, 2014, at 9:30 a.m. (Eastern
Daylight Time).

The Debtors do not believe that they are in default with respect
to the terms of the Customer Agreement as of the date of entry of
the Assumption Order.  Accordingly, the Debtors have determined
that there are no unpaid monetary obligations owed to customers,
and no measures are necessary to comply with the terms of the
Customer Agreement or otherwise remedy existing defaults, and
therefore there is no Cure Amount owed.

However, the Debtors are authorized to satisfy the Customer
Programs obligations in the ordinary course of business.

Customers that hold these types of claims are not required to file
Proofs of Claim by the October Claims Bar Date for those claims:
(a) any claim that is paid under the Claims Order; (b) claims
relating to a Customer Agreement that is being assumed by the
Retail Debtors under the Assumption Order, only if the customer
agrees that the Cure Amount is $0; (c) any claim for which a
signed Proof of Claim has already been filed against the
applicable Debtor(s) with the Clerk of the Bankruptcy Court for
the District of Delaware in a form substantially similar to
Official Bankruptcy Form B10; (d) any claim that is specifically
allowed by order of the Court or that is allowed pursuant to a
plan of reorganization proposed in connection with these chapter
11 cases; (e) any claim that has already been paid in full by any
of the Debtors pursuant to the Bankruptcy Code or in accordance
with an order of the Court; and (f) any claim for which a specific
deadline, other than the Customer Claims Bar Date, is fixed by the
Court.

                         Sec. 341 Meeting

In accordance with section 341 of the Bankruptcy Code, the meeting
of the Debtors' creditors will be conducted on 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. The Debtors'
representative, as specified in Rule 9001(5) of the Federal Rules
of Bankruptcy Procedure, is required to appear at the meeting of
creditors for the purpose of being examined under oath.
Attendance by creditors at the meeting is welcomed, but not
required. At the meeting, the creditors may examine the Debtors
and transact such other business as may properly come before the
meeting.  The meeting may be continued or adjourned from time to
time by notice at the meeting, without further written notice to
the 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.

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


ENERGYSOLUTIONS INC: Reports $98.1-Mil. Net Loss in 1st Quarter
---------------------------------------------------------------
EnergySolutions, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report disclosing a net loss of $98.11
million on $476.79 million of revenue for the three months ended
March 31, 2014, as compared with a net loss of $8.19 million on
$526.20 million of revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $2.25
billion in total assets, $2.07 billion in total liabilities and
$171.89 million in total equity.

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

                        http://is.gd/FmNf9x

                       About EnergySolutions

Salt Lake City, Utah-based EnergySolutions offers customers a full
range of integrated services and solutions, including nuclear
operations, characterization, decommissioning, decontamination,
site closure, transportation, nuclear materials management, the
safe, secure disposition of nuclear waste, and research and
engineering services across the fuel cycle.

EnergySolutions reported a net loss of $54.66 million on $1.80
billion of revenue for the year ended Dec. 31, 2013, as compared
to net income of $3.92 million on $1.80 billion of revenue in
2012.

                        Bankruptcy Warning

"Our senior secured credit facility contains financial covenants
requiring us to maintain specified maximum leverage and minimum
cash interest coverage ratios.  The results of our future
operations may not allow us to meet these covenants, or may
require that we take action to reduce our debt or to act in a
manner contrary to our business objectives."

"Our failure to comply with obligations under our senior secured
credit facility, including satisfaction of the financial ratios,
would result in an event of default under the facilities.  A
default, if not cured or waived, would prohibit us from obtaining
further loans under our senior secured credit facility and permit
the lenders thereunder to accelerate payment of their loans and
not renew the letters of credit which support our bonding
obligations.  If we are not current in our bonding obligations, we
may be in breach of our contracts with our customers, which
generally require bonding.  In addition, we would be unable to bid
or be awarded new contracts that required bonding.  If our debt is
accelerated, we currently would not have funds available to pay
the accelerated debt and may not have the ability to refinance the
accelerated debt on terms favorable to us or at all particularly
in light of the tightening of lending standards as a result of the
ongoing financial crisis.  If we could not repay or refinance the
accelerated debt, we would be insolvent and could seek to file for
bankruptcy protection.  Any such default, acceleration or
insolvency would likely have a material adverse effect on the
market value of our senior notes," the Company said in the Annual
Report for the year ended Dec. 31, 2013.

                           *     *     *

In October 2013, Standard & Poor's Ratings Services affirmed its
'B' corporate credit rating on EnergySolutions and revised its
outlook to stable from positive.  "The outlook revision reflects
our view that the company is likely to maintain higher debt levels
than our previous expectation of $675 million," S&P said.


ENERGY SERVICES: Stockholders Elect Eight Directors
---------------------------------------------------
Energy Services of America Corporation held its annual meeting of
stockholders on May 21, 2014, at which the stockholders elected
Marshall T. Reynolds, Jack M. Reynolds, Douglas V. Reynolds, Neal
W. Scaggs, Joseph L. Williams, Keith Molihan, Nester S. Logan and
Samuel G. Kapourales as directors.  The stockholders ratified the
selection of Arnett Foster Toothman P.L.L.C. as the Company's
independent registered public accountants, and approved, on a non-
binding advisory basis, resolution with respect to the Company's
executive compensation.

                       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.

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.


FAIRMONT GENERAL: Court Approved June 17 Auction of All Assets
--------------------------------------------------------------
Bankruptcy Judge Patrick M. Flatley approved the asset purchase
agreement dated May 9, 2014, between Fairmont General Hospital,
Inc., and Alecto Healthcare Services Fairmont LLC, for the sale of
substantially all the Debtor's assets.

Alecto Healthcare has submitted the highest or otherwise best
offer for the purchase of the assets to date and will act as a
stalking horse in the proposed sale.

Pursuant to the APA, the purchaser will (i) assume the assumed
liabilities; (ii) pay or deliver to seller $15,000,000; (iii) pay
the amount required under Section 2.9 of the APA; (iv) pay 50
percent of all transfer taxes due in connection with the closing
of the transactions; and (v) on or before the one year anniversary
of the closing, pay or deliver to the seller cash by wire of
immediately available funds in the amount of $300,000 (the
additional cash purchase price).

As additional consideration for the sale, transfer, conveyance and
assignment of the purchased assets, the purchaser will either
spend or commit to spend at least $5,000,000 in capital
expenditures at the Hospital during the two year period after the
closing date.

The APA also provides that in the event of any competing bids for
the assets, resulting in the purchaser not being the successful
buyer, Alecto will receive a breakup fee of $500,000 to be paid at
the time of the closing of the sale with such third party buyer.

The board-hired Cain Brothers and Associates, LLC, has assisted
the Debtor in locating and negotiating with potential partners and
purchasers for FGH, beginning in late 2011.  From November 2011
through the end of 2012, Cain Brothers identified and brought to
FGH 13 potential partners or buyers.

The Debtor set these deadlines in relation to the sale procedures:

   Bid Deadline:        June 12, at noon

   Auction:             June 17, at 10:00 a.m., at the offices of
                        Spilman Thomas & Battle PLLC, 1233 Main
                        St., Suite 400, Wheeling, West Virginia

   Sale Hearing:        June 23, at 10:00 a.m.

The Court also approved the assumption and assignment of certain
related executory contracts and unexpired leases as part of the
sale.

On May 16, the Official Committee of Unsecured Creditors withdrew
its objection to the motion.  On May 9, the Committee, in its
objection, stated that it is compelled to object to the proposed
bidding procedures because the initial overbid requirement, as
presently structured, may have a chilling effect on the bidding
process and be detrimental to the objective of maximizing value of
the estates.

The Committee added that the initial overbid structure fails to
further the objective of increasing the likelihood that the
Debtors will receive the best possible consideration for the sale
of assets.

            About Fairmont General Hospital Inc.

Fairmont General Hospital Inc. and Fairmont Physicians, Inc.,
which operate a 207-bed acute-care facility in Fairmont, West
Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D.
W.Va. Case No. 13-01054) on Sept. 3, 2013.  The fourth-largest
employer in Marion County, West Virginia, filed for bankruptcy as
it looks to partner with another hospital or health system.

The Debtors are represented by Rayford K. Adams, III, Esq., and
Casey H. Howard, Esq., at Spilman Thomas & Battle, PLLC, in
Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman
Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S.
Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown,
West Virginia.  The Debtors' financial analyst is Gleason &
Associates, P.C.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.  Hammond Hanlon Camp, LLC, has been engaged
as investment banker and financial advisor.

UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett
Trowbridge, Esq., at McDermott Will & Emery LLP.

The Committee of Unsecured Creditors is represented by Andrew
Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis &
Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C.
Janet Smith Holbrook, Esq., at Huddleston Bolen LLP, represents
the Committee as local counsel.

The Bankruptcy Court has named Suzanne Koenig at SAK Management
Services, LLC, as patient care ombudsman.  Ms. Koenig has hired
her own firm as medical operations advisor; and Greenberg Traurig,
LLP, as her counsel.

The Debtors have scheduled $48,568,863 in total assets and
$54,774,365 in total liabilities.


FILENE'S BASEMENT: U.S. Trustee Seeks Fried Frank Docs In Ch. 11
----------------------------------------------------------------
Law360 reported that a U.S. trustee asked a Delaware federal
bankruptcy judge to force clients of Fried Frank Harris Shriver &
Jacobson LLP including Vornado Realty Trust to cough up documents
related to the firm's role representing them as creditors in
Massachusetts-based clothing retailer Filene's Basement's Chapter
11 case.

According to the report, Roberta A. DeAngelis argued that Vornado
Realty Trust and Rabina Properties were required to turn over the
records and are off base in their insistence that the documents
are not within their "possession, custody or control."

                     About Filene's Basement

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

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

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

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

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

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

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

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.

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

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

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

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


FIRST MARINER: Has Until Sept. 8 to File Plan
---------------------------------------------
BankruptcyData reported that First Mariner Bancorp filed with the
U.S. Bankruptcy Court a motion to extend the exclusive period
during which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including September 8, 2014 and
November 7, 2014, respectively.

According to BData, the motion explains, "During the initial few
months of this Chapter 11 Case, the Debtor channeled its efforts
and resources to effectuate the primary goal of its bankruptcy: to
sell the Debtor's wholly owned subsidiary bank and, through this
transaction, maximize value for its creditors and recapitalize the
bank. These endeavors have recently culminated in this Court
approving a sale transaction pursuant to which the bank will be
sold for nearly $19 million and recapitalized in an amount of up
to $115 million. Since the Court approval, the Debtor and the
purchaser have been working to obtain final regulatory approval
and to close the sale transaction. Because the first stage of this
Chapter 11 Case has been consumed by the sale process, the Debtor
is requesting a 90-day extension of the applicable exclusivity
periods to formulate and propose a Chapter 11 plan."

                    About First Mariner Bancorp

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

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

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


FIRST NATIONAL: Stockholders Elect Three Class A Directors
----------------------------------------------------------
First National Community Bancorp, Inc., held its annual meeting on
May 21, 2014, at which the shareholders:

   (i) elected Michael J. Cestone, Jr., Joseph J. Gentile and
       Louis A. DeNaples as Class A directors; and

  (ii) approved the compensation of the Company's executive
       officers.

The Federal Reserve Board of Governors has issued an Order of
Dismissal dismissing, with prejudice, the enforcement action
against Louis A. DeNaples, an institution-affiliated party.  The
Order terminates a previous Cease and Desist Order against Mr.
DeNaples issued by the Federal Reserve Board of Governors on
April 12, 2012.

At the Company's annual meeting of shareholders held on May 21,
2014, Mr. DeNaples was elected a Class A director whose term is to
expire in 2017.  The FRB action to issue an Order of Dismissal
removes any requirement for any FRB Notice or approval
requirements for Mr. DeNaples' ability to serve on the Board of
the Company.

                        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.

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.

                         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.


FLORIDA GAMING: Equity Holder Can't Nix Asset Sale
--------------------------------------------------
Law360 reported that a Florida bankruptcy court rejected an
emergency bid by Prides Capital Fund I LP, the preferred
shareholder of Florida Gaming Centers Inc.'s parent company, to
vacate an order authorizing the $155 million sale of FGCI's assets
to ABC Funding LLC.

According to the report, the equity security holder of Florida
Gaming Corp. argued to the court in its emergency motion earlier
this month that ABC Funding's purchase agreement for the assets of
FGCI wrongly omitted a purchase price allocation between the
holding company's assets and that of FGCI, effectively treating
the two entities as one to Prides Capital's detriment.  The
shareholder also contended that it never received any notice of
the company's sale and settlement motions, which it claimed
violated its due process rights, the report related.

But U.S. Bankruptcy Judge Robert A. Mark, who approved the sale on
April 7, denied the request and did not offer a reasoning for his
decision, the report further related.

The Troubled Company Reporter previously reported that Florida
Gaming Corp. and Florida Gaming Centers, Inc., on April 30, 2014,
completed the sale of their assets to Fronton Holdings, LLC, an
affiliate of ABC Funding.  The purchase agreement with Fronton
included aggregate consideration of: (i) $140,000,000 in cash;
(ii) the assumption by Fronton of approximately $13.77 million in
debt obligations owed by Centers to Miami-Dade County, Florida;
and, (iii) the assumption by Fronton of approximately $2.1 million
in Centers' accounts payable.

                    About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.  Its parent, Florida Gaming Corp.
(FGMG:US), and two other affiliates also sought court protection.

Bankruptcy Judge Robert A. Mark oversees the case.  Luis Salazar,
Esq., Esq., at Salazar Jackson in Miami, represents Florida
Gaming.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.

Counsel to the Official Joint Committee of Unsecured Creditors are
Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese
Joblove & Battista, P.A., in Miami, Florida.


FREE LANCE-STAR: Expects Sale of Assets to be Completed by June 20
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Free Lance-Star, the owner of a newspaper and radio
stations, expects the sale of its assets to be completed by June
20, after announcing that the auction for the assets was a "robust
and successful auction."

According to the report, Free Lance-Star and the Official
Committee of Unsecured Creditors are in discussions with "the
potential purchasers" and its lender, Sandton Capital Partners.
To recall, U.S. Bankruptcy Judge Kevin R. Huennekens in in
Richmond, Virginia, limited Sandton's credit bid by allowing it to
credit-bid only $13.9 million of it $37.9 million secured claim.
Mr. Rochelle said Free Lance-Star's auction is following in the
footsteps of the Fisker Automotive Inc.'s Chapter 11 case, where
the Court also limited the right of a secured lender to bid using
secured debt.

To justify the limit, U.S. Bankruptcy Judge Kevin R. Huennekens
said Sandton didn't have a lien on all assets, engaged in an
overly zealous loan-to-own strategy and negatively affected the
auction by claiming liens on assets not part of its collateral,
Mr. Rochelle noted.

At the hearing, Free Lance-Star will also seek a 75-day extension,
or until Aug. 6, of its exclusive right to propose a Chapter 11
plan, the Bloomberg report said.

                About The Free Lance-Star Publishing

The Free Lance-Star Publishing Co. of Fredericksburg, Va., is a
publishing, newspaper, radio and communications company based in
Fredericksburg, Virginia and owned by the family of Josiah P. Rowe
III.  FLS's single, seven-day a week newspaper, The Free Lance-
Star was first published in 1885 when a group of local
Fredericksburg merchants and businessmen created the paper to
serve the news and advertising needs of the community.  FLS also
owns radio stations WFLS-AM, FLS-FM, and WVBX.  FLS owns the
community and news portal http://www.fredericksburg.com/

FLS filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case
No. 14-30315) in Richmond, Virginia, on Jan. 23, 2014.  William
Douglas Properties, L.L.C., a related entity that owns a portion
of the land pursuant to which FLS operates certain aspects of its
business, also sought bankruptcy protection.

Judge Keith L. Phillips was initially assigned to the cases, but
the cases were reassigned to Judge Kevin R. Huennekens on the
Petition Date.

The Debtors have tapped Tavenner & Beran, PLC, as counsel; and
Protiviti, Inc., as financial advisor.

Judge A. Robbins, U.S. Trustee for Region 4, appointed three
members to the official committee of unsecured creditors.


FUSION TELECOMMUNICATIONS: First Quarter Revenue Increased by 42%
-----------------------------------------------------------------
Fusion Telecommunications International, Inc., reported net income
applicable to common stockholders of $1.02 million on $22.90
million of revenues for the three months ended March 31, 2014, as
compared with a net loss applicable to common stockholders of
$1.69 million on $16.16 million of revenues for the same period in
2013.

The Company's balance sheet at March 31, 2014, showed $69.69
million in total assets, $58.51 million in total liabilities and
$11.18 million in total stockholders' equity.

Matthew Rosen, Fusion's chief executive officer, commented, "The
year 2014 started strong, with year-to-year revenue growth of 42%
and an increase in gross margin from 27.3% to 46.6% in the first
quarter of 2014, resulting in an increase in consolidated gross
profit of more than 140%, from $4.4 million in the first quarter
of 2013 to $10.7 million in the first quarter of 2014.  We
reported a positive operating profit and adjusted EBITDA of $3.1
million, an increase of more than $2.8 million, or 1,207%, from
the year-earlier period, and nearly 50% more than the adjusted
EBITDA for all of fiscal 2013."

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

                        http://is.gd/iIf4dT

                   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.


GENCO SHIPPING: Extends of Rights Offering Deadline to June 18
--------------------------------------------------------------
Genco Shipping & Trading Limited announced on May 27 the
subscription deadline for the rights offering to acquire common
stock being conducted pursuant to the terms of its Prepackaged
Plan of Reorganization under Chapter 11 of the Bankruptcy Code has
been extended to 5:00 p.m. Eastern Time on June 18, 2014. The
subscription deadline was previously set to expire at 5:00 p.m.
Eastern Time on May 29, 2014.

Holders of Genco's 5% Convertible Senior Notes due August 15, 2015
seeking to participate in the rights offering must cause their
broker or other securities nominee to take action no later than
5:00 p.m. Eastern Time on June 17, 2014.

On April 21, 2014, Genco and certain of its direct and indirect
debtor subsidiaries commenced cases under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the Southern District of New York. Contemporaneously with the
commencement of their cases, Genco and the other debtors filed a
Prepackaged Plan of Reorganization pursuant to Chapter 11 of the
Bankruptcy Code. The rights offering is being conducted pursuant
to the terms of the plan, and is subject to confirmation of the
plan by the bankruptcy court.

The offering gives holders of claims under Genco's prepetition
2007 credit facility the right to subscribe for a number of shares
equal to the principal amount of the claims beneficially owned
multiplied by 0.0040677811524029, at a subscription price of
$18.62537 per share of common stock. The offering gives
convertible noteholders the right to subscribe for a number of
shares equal to the principal amount of the notes beneficially
owned multiplied by 0.008590432, at a subscription price of
$18.62537 per share of common stock. Only holders of 2007 credit
facility claims and convertible notes that are qualified
institutional buyers or accredited investors are eligible to
participate in the rights offering.

While the rights offering expires on June 18, 2014 at 5:00 PM
Eastern Time, the procedures for exercising the rights through the
facilities of the Depository Trust Company by convertible
noteholders require that action be taken by brokers and other
securities nominees on behalf of their clients no later than June
17, 2014 at 5:00 p.m. Eastern Time in order to exercise the rights
by the expiration time. Holder of the convertible notes who wish
to participate in the rights offering should assure that timely
instructions are delivered to their broker or other securities
nominee, so that the nominee may act by June 17, 2014.

Additional information concerning the rights offering and the
relevant deadlines may be obtained by contacting the Company's
Subscription Agent, GCG, Inc., by telephone at (888) 213-9318
(toll-free) or (614) 763-6125 (international toll) or by e-mail at
gencorestructuring@gcginc.com. Information about the rights
offering, and the Company's bankruptcy reorganization, can also be
found on the Company's restructuring website,
www.gencorestructuring.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., Sarah Harnett, Esq., and Elizabeth McColm, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP.  Paul Weiss also represents
the Pre-Petition $100 Million and $253 Million Credit Facilities.

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.  Akin Gump
also represents the Informal Convertible Noteholder Group.

Kirkland & Ellis LLP's Christopher J. Marcus, Esq., Paul M. Basta,
Esq., Eric F. Leon, Esq., represent for Och-Ziff Management LP.

Brown Rudnick LLP's William R. Baldiga, Esq., represents an Ad Hoc
Consortium of Equity Holders.

Orrick, Herrington & Sutcliffe LLP's Douglas S. Mintz, Esq.,
Washington, DC, represents Deutsche Bank as Pre-Petition Lender,
and Credit Agricole, Corporate Investment Bank, as Post-Petition
Bankruptcy Lender.

Dechert LLP's Allan S. Brilliant, Esq., represents the Entities
Managed by Aurelius Capital Management, LP.

The U.S. Trustee has appointed an Official Committee of Equity
Security Holders.  The Equity Committee members are (1) Aurelius
Capital Partners, LP; (2) Mohawk Capital LLC; and OZ Domestic
Partners, LP.  It is represented by Steven M. Bierman, Esq.,
Benjamin R. Nagin, Esq., Michael G. Burke, Esq., James F. Conlan,
Esq., and Larry J. Nyhan, Esq., at Sidley Austin LLP.

Genco has filed a motion to disband the Equity Committee,
complaining that it is unnecessary and wasteful of the estates'
resources.


GENERAL MOTORS: Pressured to Disclose More on Recall-Linked Deaths
------------------------------------------------------------------
Mike Ramsey and Jeff Bennett, writing for The Wall Street Journal,
reported that General Motors Co. is facing growing pressure over
its position that 13 people have died in accidents related to
defective ignition switches installed in 2.6 million small cars.

"We believe it's likely that more than 13 lives were lost," said
David Friedman, acting administrator of the National Highway
Traffic Safety Administration, the report related.  "GM knew about
the safety defect, but did not act to protect Americans from that
defect until this year. The families and friends of those lost in
the crashes. . . deserve straight answers about what happened to
their loved ones," the report further related.

Clarence Ditlow, the head of the Center for Auto Safety and a
critic of GM and NHTSA's handling of the recalls, said he expected
that GM would increase the number of deaths to 50, although he
said the figure is closer to 100, according to the report.

                       About General Motors

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

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

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

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

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

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


GENERAL MOTORS: More Than 13 Deaths 'Likely' Linked to Defects
--------------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
the National Highway Traffic Safety Administration said Friday
that it is "likely" the defective ignition switches on certain
General Motors Co. cars led to the deaths of more than 13 people.

According to the report, NHTSA said it hasn't determined a final
death toll and is relying on GM to make that determination based
on data collected from lawsuits and other information sources.
This is the first time the safety agency has raised doubts over
the death toll GM has continuously cited since February, the
Journal noted.

"The final death toll associated with this safety defect is not
known to NHTSA, but we believe it's likely that more than 13 lives
were lost," the agency said in response to a question by The Wall
Street Journal.  GM spokesman Jim Cain has said only 13 fatalities
may be related to the defect, the Journal related.

                       About General Motors

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

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

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

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

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

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


GENERAL MOTORS: Recalls 500 Pickup Trucks, SUVs
-----------------------------------------------
Tess Stynes, writing for The Wall Street Journal, reported that
General Motors Co. is recalling roughly 500 full-size pickup
trucks and sport-utility vehicles, including top-selling Silverado
and Sierra models, owing to a potential faulty supplier-part that
controls air bags.

According to the report, in a brief statement on May 22, the
company said the potentially faulty part is in the sensing and
diagnostic module that controls the vehicle air bags. The recall
includes 2014 and 2015 models.  With the latest announcement, the
auto maker has issued 30 separate recalls across a range of
different models covering nearly 15.9 million vehicles world-wide
since January, the report related.  GM had confirmed that senior
officials expect additional recalls likely would be disclosed
through the summer, the report further related.

                       About General Motors

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

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

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

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

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

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


GENERAL MOTORS: Recalls More Than 45,600 Cars in Australia, NZ
--------------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. will recall more than 45,600 cars in Australia
and New Zealand over a potential seat belt issue.

According to the report, the auto maker's Holden unit in Australia
initiated the recall on certain 2014 model year VF Commodore and
WN Caprice vehicles, the company said.  The pretensioner wiring
harness may make contact with a bolt at the base of the seat belt
buckle assembly, the report related.  There is a risk the
pretensioner in the seat belt may not deploy in the event of an
accident, the report further related.  There have been no
confirmed reports of this condition, the report said.

                       About General Motors

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

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

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

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

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

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


GENIUS BRANDS: Wolverine Beneficially Owns 9.9% Equity Stake
------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Wolverine Flagship Fund Trading Limited and its
affiliates disclosed that as of May 14, 2014, they beneficially
owned Series A Convertible Preferred Stock convertible into
1,250,000 shares of common stock of Genius Brands International,
Inc., representing 9.9 percent of the shares outstanding.  A copy
of the regulatory filing is available at http://is.gd/OpSqmq

                         About Genius Brands

San Diego, Calif.-based Genius Brands International, Inc., creates
and distributes music-based products which it believes are
entertaining, educational and beneficial to the well-being of
infants and young children under its brands, including Baby Genius
and Little Genius.

Genius Brands reported a net loss of $7.21 million in 2013, a net
loss of $2.06 million in 2012 and a net loss of $1.37 million in
2011.  The Company's balance sheet at Dec. 31, 2013, showed $14.59
million in total assets, $3.09 million in total liabilities and
$11.49 million in total stockholders' equity.


GREENSHIFT CORP: Posts $70,700 Net Income in First Quarter
----------------------------------------------------------
Greenshift Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report disclosing net income of $70,711
on $3.72 million of revenue for the three months ended March 31,
2014, as compared with a net loss of $101,988 on $3.15 million of
revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $5.93
million in total assets, $48.19 million in total liabilities and a
$42.25 million total stockholders' deficit.

"Our primary source of liquidity during 2014 was cash produced by
our operations.  During the three months ended March 31, 2014, we
produced about $0.5 million in net cash in operating activities
and used $750,000 in net cash in financing activities.  During the
three months ended March 31, 2013, we produced about $1.2 million
in net cash in operating activities and used $815,000 in net cash
in financing activities.  Our cash balances at March 31, 2014 and
December 31, 2013 were about $3.6 million and $3.9 million,
respectively.  The Company had a working capital deficit of about
$41 million at March 31, 2014, about $27 million of which was
attributable to current obligations convertible into Company
common stock," the Company stated in the Report.

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

                        http://is.gd/uHj3P8

                   About Greenshift Corporation

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.

Greenshift reported a net loss of $4.43 million on $15.49 million
of total revenue for the year ended Dec. 31, 2013, as compared
with net income of $2.46 million on $14.51 million of total
revenue in 2012.  As of Dec. 31, 2013, the Company had $6.35
million in total assets, $49.07 million in total liabilities and a
$42.72 million total stockholders' deficit.

Rosenberg Rich Baker Berman & Company, in Somerset, NJ, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company could be subject to default of its
senior debt obligation in 2014 if a condition to a forbearance
agreement that is not within the Company's control is not
satisfied.  These conditions raise substantial doubt about its
ability to continue as a going concern.


GUIDED THERAPEUTICS: Issues Final $2-Mil. Conv. Note to Hanover
---------------------------------------------------------------
Guided Therapeutics, Inc., has issued and sold to Magna Group
affiliate Hanover Holdings I, LLC, the final $2,000,000 in
principal amount of senior convertible notes under the terms of
the previously disclosed Securities Purchase Agreement entered
into with Magna in April 2014.  The Company intends to use the
proceeds for general corporate purposes, including to support
manufacturing and marketing of the Guided Therapeutics LuViva(R)
Advanced Cervical Scan.

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

Guided Therapeutics reported a net loss attributable to common
stockholders of $10.39 million on $820,000 of contract and grant
revenue for the year ended Dec. 31, 2013, as compared with a net
loss of $4.35 million on $3.33 million of contract and grant
revenue during the prior year.

UHY LLP, in Sterling Heights, Michigan, 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 recurring losses from operations and accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.

                         Bankruptcy Warning

"The Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised by the end of 2014, the Company has plans
to curtail operations by reducing discretionary spending and
staffing levels, and attempting to operate by only pursuing
activities for which it has external financial support and
additional NCI, NHI or other grant funding.  However, there can be
no assurance that such external financial support will be
sufficient to maintain even limited operations or that the Company
will be able to raise additional funds on acceptable terms, or at
all.  In such a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate
and/or file for bankruptcy protection," the Company stated in the
Form 10-Q for the quarter ended March 31, 2014.


HARRIS LAND: Hires Sader Law as Bankruptcy Attorneys
----------------------------------------------------
Harris Land Development, LLC, seeks authorization from the U.S.
Bankruptcy Court for the Western District of Missouri to employ
Neil S. Sader and Christian D. Nafziger of The Sader Law Firm as
attorneys.

The Debtor requires Sader Law to:

   (a) advise the Debtor with respect to its rights and
       obligations as Debtor-In-Possession and regarding other
       matters of bankruptcy law;

   (b) prepare and file any petition, schedules, motions,
       statement of affairs, plan of reorganization, or other
       pleadings and documents that may be required in this
       proceeding;

   (c) represent the Debtor at the meeting of creditors, plan of
       reorganization, disclosure statement, confirmation and
       related hearings, and any adjourned hearings thereof;

   (d) represent the Debtor in adversary proceedings and other
       contested bankruptcy matters; and

   (e) represent the Debtor in the above matters, and any other
       matters that may arise in connection with the Debtor's
       reorganization proceeding and its business operations.

Sader Law will be paid at these hourly rates:

       Neil S. Sader                  $315
       Christian D. Nafziger          $215
       Paralegal                      $105

Sader Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Sader Law requested a $12,500 retainer to be paid by officers of
the Debtor directly and not with DIP funds.

Neil S. Sader, managing member of Sader Law, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

Sader Law can be reached at:

       Neil S. Sader, Esq.
       THE SADER LAW FIRM
       2345 Grand Boulevard, Suite 1925
       Kansas City, MO 64108
       Tel: (816) 595-1800
       Fax: (816) 561-0818
       E-mail: nsader@saderlawfirm.com

Harris Land Development, LLC, sought Chapter 11 protection (Bankr.
W.D. Mo. Case No. 14-60554) in Springfield, Missouri, on April 28,
2014, without stating a reason.  The Debtor disclosed $16,534,000
in assets and $11,107,302 in liabilities as of the Chapter 11
filing.  This is Harris Land's second trip to bankruptcy.  The
first bankruptcy was in September 2010 in In Re Harris Land
Development, LLC, Case No. 10-62322 (Bankr. W.D. Mo.).


HARRIS LAND: Taps Weissberg and Associates as Counsel
-----------------------------------------------------
Harris Land Development, LLC, seeks authorization from the U.S.
Bankruptcy Court for the Western District of Missouri to employ
Ariel Weissberg, John B. Wolf and the law firm of Weissberg and
Associates, Ltd. as attorneys.

The Debtor requires Weissberg and Associates to:

   (a) advise the Debtor with respect to its rights and
       obligations as Debtor-In-Possession and regarding other
       matters of bankruptcy law;

   (b) prepare and file any petition, schedules, motions,
       statement of affairs, plan of reorganization, or other
       pleadings and documents that may be required in this
       proceeding;

   (c) represent the Debtor at the meeting of creditors, and
       hearings related to the plan of reorganization, disclosure
       statement, confirmation and related matters, and any
       adjourned hearings thereof;

   (d) represent the Debtor in adversary proceedings and other
       contested bankruptcy matters; and

   (e) represent the Debtor in any other matters that may arise
       in connection with the Debtor's reorganization proceeding
       and its business operations.

Weissberg and Associates will be paid at these hourly rates:

       Ariel Weissberg                $450
       John B. Wolf                   $325
       Paralegal                      $100

Weissberg and Associates will also be reimbursed for reasonable
out-of-pocket expenses incurred.

In preparation of the Chapter 11 filing, the Debtor paid a
retainer of $25,000 to Weissberg and Associates.  On Apr. 29,
2014, the Court ordered Weissberg and Associates to return the
Retainer to the Debtor.  On May 5, 2014, Weissberg and Associates
returned the Retainer to the Debtor.

Weissberg and Associates asks the Court to allow the Debtor to
return $12,500 of the Retainer to Weissberg and Associates if the
Court reconsiders the Order of Apr. 29, 2014 in favor of Weissberg
and Associates.

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

Weissberg and Associates can be reached at:

       Ariel Weissberg, Esq.
       WEISSBERG AND ASSOCIATES, LTD.
       401 S. LaSalle St., Suite 403
       Chicago, IL 60605
       Tel: (312) 663-0004
       Fax: (312) 663-1514
       E-mail: ariel@weissberglaw.com

Harris Land Development, LLC, sought Chapter 11 protection (Bankr.
W.D. Mo. Case No. 14-60554) in Springfield, Missouri, on April 28,
2014, without stating a reason.  The Debtor disclosed $16,534,000
in assets and $11,107,302 in liabilities as of the Chapter 11
filing.  This is Harris Land's second trip to bankruptcy.  The
first bankruptcy was in September 2010 in In Re Harris Land
Development, LLC, Case No. 10-62322 (Bankr. W.D. Mo.).


HARVEST OPERATIONS: Moody's Cuts Corp. Family Rating to Ba3
-----------------------------------------------------------
Moody's Investors Service downgraded Harvest Operations Corp.'s
Corporate Family Rating (CFR) to Ba3 from Ba2, Probability of
Default Rating (PDR) to Ba3-PD from Ba2-PD and the rating on the
US$500 million senior unsecured notes due 2017 to B1 from Ba3.
Harvest's Speculative Grade Liquidity rating of SGL-3 was upgraded
from SGL-4. The outlook was changed to stable from negative. The
rating and outlook for the bonds guaranteed by Korea National Oil
Company (A1 stable, KNOC) remained unchanged at A1, stable.

"The downgrade reflects Harvest's high leverage on all metrics and
very weak operating efficiency," said Paresh Chari, Moody's
Analyst. "The drain on cash flow from the refining business has
increased debt levels and decreased the capital spent on
production, which will decline again in 2014."

Issuer: Harvest Operations Corp.

Probability of Default Rating, Downgraded to Ba3-PD from Ba2-PD

Corporate Family Rating, Downgraded to Ba3 from Ba2

Senior Unsecured Regular Bond/Debenture Oct 1, 2017, Downgraded
to B1 from Ba3

Upgrades:

Issuer: Harvest Operations Corp.

Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4

Senior Unsecured Regular Bond/Debenture Oct 1, 2017, Upgraded to
LGD4, 61 % from LGD4, 64 %

Outlook Actions:

Issuer: Harvest Operations Corp.

Outlook, Changed To Stable From Negative

Rating Rationale

Harvest's Ba3 CFR reflects its stand-alone credit profile of B2
and implicit support from its 100% parent, KNOC, for which Moody's
attribute two notches of rating uplift. The B2 stand-alone credit
profile is constrained by very high leverage across all metrics,
considerable capital requirements to develop its oil sands
reserves, and the cash flow drain from its 115,000 barrels per day
refinery in Newfoundland. The rating favorably considers Harvest's
65% oil- and liquids-weighted production platform, and sizeable
reserves base.

The SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity. At March 31, 2014 Harvest had $300 million available
under its C$1 billion revolver due April 2017. Moody's expect
negative free cash flow of about C$100 million through the first
quarter of 2015, which will be funded under the revolver. Moody's
expect Harvest to remain in compliance with all its covenants
through this period. Harvest has some ability to sell assets to
raise additional funds to support its liquidity. KNOC has provided
significant financial support to Harvest since acquiring it in
December 2009. While Moody's anticipate that KNOC will continue to
support Harvest, this is not factored into the SGL rating, which
Moody's consider on a standalone basis.

The US$630 million are unconditionally and irrevocably guaranteed
senior unsecured notes are rated A1, reflecting the guarantee of
KNOC. The existing unsecured and unguaranteed notes are rated B1,
reflecting the priority ranking of the company's secured C$1
billion revolving credit facility and limited cushion provided by
the two subordinated intercompany loans of about US$170 million
and US$160 million.

The stable outlook reflects the improved liquidity position and
Moody's expectation that BlackGold will be completed in 2014 and
the refinery will be less of a cash flow drain on Harvest
primarily due to a reduction in planned capex.

The unguaranteed ratings could be upgraded if Harvest can grow its
production such that E&P debt to production was likely to remain
below US$35,000 per boe and retained cash flow to debt was likely
to remain above 30%. An upgrade would also be contingent on the
refinery no longer consuming cash flow. The rating on the
guaranteed bonds would be upgraded if KNOC was upgraded.

The unguaranteed ratings could be downgraded if the refinery
continues to consume significant cash flow and/or upstream
production continues to decline, such that E&P debt to production
does not appear to be sustainable below US$55,000 per boe. The
non-guaranteed ratings could also be downgraded on a change in
Moody's view of the support provided by KNOC. The rating on the
guaranteed bonds would be downgraded if KNOC was downgraded.

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

Harvest is a Calgary, Alberta-based oil and natural gas company
and wholly-owned subsidiary of KNOC. Harvest has production of
about 43,000 barrels of oil equivalent per day and a proved
reserve base of 204,000 thousand barrels of oil equivalent.


HCSB FINANCIAL: Delayed Form 10-Q Shows $95,000 Q1 Net Income
-------------------------------------------------------------
HCSB Financial Corp filed with the U.S. Securities and Exchange
Commission on May 20, 2014, its quarterly report for the period
ended March 31, 2014.  HCSB Financial said it was not able to file
the Quarterly Report in a timely manner because the audits of
Company's consolidated financial statements for the years ended
Dec. 31, 2012, and Dec. 31, 2013, have not been finalized.  The
Company also delivered to the SEC its annual reports for 2013 and
2012.

HCSB Financial reported net income available to common
shareholders of $95,000 on $4.13 million of interest income for
the three months ended March 31, 2014, as compared with net income
available to common shareholders of $448,000 on $4.17 million of
total interest income for the same period in 2013.  As of
March 31, 2014, the Company had $457.87 million in total assets,
$471.43 million in total liabilities and a $13.55 million total
shareholders' deficit.

"We believe our liquidity sources are adequate to meet our needs
for at least the next 12 months.  However, if we are unable to
meet our liquidity needs, the Bank may be placed into a federal
conservatorship or receivership by the FDIC, with the FDIC
appointed conservator or receiver.  There are no liquidity sources
at the Company level," the Company stated in the Quarterly Report.

A full-text copy of the First Quarter Form 10-Q is available for
free at http://is.gd/D85GLo

For the year ended Dec. 31, 2013, HCSB Financial reported net
income available to common shareholders of $911,000 on $11.77
million of net interest income as compared with a net loss
available to common shareholders of $10.39 million on $14.11
million of net interest income in 2012.

Elliott Davis, LLC, in Columbia, South Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that Company has suffered recurring losses that have eroded
regulatory capital ratios and the Company's wholly owned
subsidiary, Horry County State Bank, is under a regulatory Consent
Order with the Federal Deposit Insurance Corporation (FDIC) that
requires, among other provisions, capital ratios to be maintained
at certain levels.  As of December 31, 2013 the Company's
subsidiary is considered significantly undercapitalized based on
its regulatory capital levels.  These considerations raise
substantial doubt about the Company's ability to continue as a
going concern.

A full-text copy of the 2013 Form 10-K is available for free at:

                          http://is.gd/r6cjyr

A full-text copy of the 2012 Form 10-K is available for free at:

                        http://is.gd/PQyr5O

                        About HCSB Financial

Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank.  The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988.  From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services.  During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach.  All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.


HEALTHWAREHOUSE.COM INC: Reports $1.7 Million Net Sales in Q1
-------------------------------------------------------------
HealthWarehouse.com, Inc., reported that for the three months
ended March 31, 2014, net sales declined to $1,716,964, a 28.8
percent decrease from the comparable period in 2013.  The
Company's gross margin improved to 57.4 percent, up from 48.7
percent, while the net loss narrowed by 92.5 percent, to
($305,641) from ($4,078,366).  For the first quarter of 2014, the
Company reported positive adjusted EBITDAS of $57,801, vs.
negative ($273,776) in the first quarter of 2013.  The Company
believes that Adjusted EBITDAS (Earnings Before Interest, Taxes,
Depreciation, Amortization and Stock-Based Compensation), a non-
GAAP financial measure, is useful in evaluating its operating
performance compared to that of other companies in our industry.

Mr. Lalit Dhadphale, HealthWarehouse.com's president and CEO,
commented, "In order to position our company for sustainable and
profitable growth, in 2013 we made the decision to focus our
business on the cash pay prescription market and wind down non-
profitable business relations.  With the Affordable Care Act
coming into effect, consumers are taking personal responsibility
for their healthcare costs as co-pays and deductibles continue to
rise.  Combined with the brand to generic transformation, the
opportunity in the cash prescription market has never been
larger."

"While this has impacted our revenue growth in the short term, our
gross margins continue to improve as we focus on higher margin
business.  As we reduce operating expenses to "right size" the
business and put legacy legal issues and expenses behind us, we
have been able to record two consecutive quarters of positive
EBITDAS.  We expect continued positive results throughout 2014."

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

                        http://is.gd/7jz0kM

                     About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky,
is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare
e-commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012, citing significant losses and the need to raise additional
funds to meet the Company's obligations and sustain its
operations.

The Company reported a net loss of $5.57 million on $11.08 million
of net sales for the year ended Dec. 31, 2012, as compared with a
net loss of $5.71 million on $10.36 million of net sales during
the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $1.52
million in total assets, $5.97 million in total liabilities and a
$4.45 million total stockholders' deficiency.

                        Bankruptcy Warning

"The Company recognizes it will need to raise additional capital
in order to fund operations, meet its payment obligations and
execute its business plan.  There is no assurance that additional
financing will be available when needed or that management will be
able to obtain financing on terms acceptable to the Company and
whether the Company will become profitable and generate positive
operating cash flow.  If the Company is unable to raise sufficient
additional funds, it will have to develop and implement a plan to
further extend payables, attempt to extend note repayments,
attempt to negotiate the preferred stock redemption and reduce
overhead until sufficient additional capital is raised to support
further operations.  There can be no assurance that such a plan
will be successful.  If the Company is unable to obtain financing
on a timely basis, the Company could be forced to sell its assets,
discontinue its operation and /or seek reorganization under the
U.S. bankruptcy code," the Company said in its quarterly report
for the period ended Sept. 30, 2013.


HERCULES OFFSHORE: Three Directors Elected at Annual Meeting
------------------------------------------------------------
Hercules Offshore, Inc., held its annual meeting of stockholders
on May 14, 2014, at which the stockholders:

   (1) elected Thomas N. Amonett, Thomas J. Madonna and Gardner
       Parker as Class III directors;

   (2) approved, on an advisory basis, the compensation of the
       Company's named executive officers;

   (3) ratified the appointment of Ernst & Young LLP as
       independent registered public accounting firm for the
       Company for the year ending Dec. 31, 2014;

   (4) approved the Hercules Offshore, Inc., 2014 Long-Term
       Incentive Plan and the material terms of the performance
       goals thereunder; and

   (5) approved the amendment to the Company's Amended and
       Restated Certificate of Incorporation to remove Article
       Fourth, Division B, Section 4 thereof containing
       limitations on foreign ownership of the Company's capital
       stock.

In connection with the adoption of the 2014 LTIP, on May 14, 2014,
the Company adopted new forms of restricted stock agreements for
awards to be granted to employees and directors under the 2014
LTIP.  The forms of restricted stock agreements contain provisions
regarding vesting and the effect of termination of employment or
service on the Company's board, as applicable, and other
provisions consistent with the purposes for which the 2014 LTIP
was adopted.

A full-text copy of the Form 8-K Report is available at:

                       http://is.gd/W9VXqZ

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

Hercules incurred a net loss of $68.11 million in 2013, a net loss
of $127 million in 2012 and a net loss of $76.12 million in 2011.
As of Dec. 31, 2013, the Company had $2.30 billion in total
assets, $1.47 billion in total liabilities and $823.70 million in
equity.

                           *     *     *

The Troubled Company Reporter said on April 11, 2013, that
Moody's Investors Service upgraded Hercules Offshore, Inc.'s
Corporate Family Rating to B2 from B3.  Hercules' B2 CFR is
supported by its improved cash flow and lower leverage on the back
of increased drilling activity and higher day-rates in the Gulf of
Mexico (GOM)

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.  "The upgrade reflects
the improving market conditions in the Gulf of Mexico and our
expectations that Hercules' fleet will continue to benefit," said
Standard & Poor's credit analyst Stephen Scovotti.


HOLIDAY INN: Goes Into Liquidating Sale Before Demolition
---------------------------------------------------------
WhntNews19 reports that Holiday Inn Express and Suites on
University Drive in Huntsville, Alabama, held a liquidating sale
of all of its assets.

The sale is led by Don Hayes, president of National Content
Liquidators.  The sale began May 22 and will continue for 30 days.


Mr. Hayes' company also liquidated the Downtown Huntsville Holiday
Inn this winter, according to WhntNews19.

In addition to tax, there will also be a 10% buyers premium on
each item sold.

After the liquidation sale, the building will be demolished,
according to the report.


HOYT TRANSPORTATION: New CBA Wins Bankruptcy Court's Nod
--------------------------------------------------------
The Bankruptcy Court, according to Hoyt Transportation Corp.'s
case docket, approved Hoyt Transportation Corp.'s new collective
bargaining agreement with Local 1181-1061, Amalgamated Transit
Union, AFL-CIO.

The Debtor, in its motion, stated that one of the hurdles to its
efforts to resume active business operations has been cleared with
the negotiation of a new collective bargaining agreement with
Local 1181.  The Debtor's labor negotiations commenced shortly
after the Debtor acquired 208 new routes in connection with the
Atlantic Express auction sale and culminated with the execution of
a memorandum of agreement on March 19, 2014.

On March 28, the New CBA was ratified and approved by a majority
vote of the Debtors' current employees and will become fully
binding and enforceable upon Bankruptcy Court approval.

The highlights of the New CBA include:

   1. the new CBA was negotiated with due regard to the existing
cash flow available to the Debtor under its new contracts.  After
the Debtor won the Atlantic Express routes, it first employees
many of the prior Atlantic Express drivers and escorts to
facilitate an orderly transition;

   2. the new CBA parallels recent labor contracts negotiated by
Local 1181 with other companies in the school bus industry subject
to certain variations;

   3. the Debtor has agreed to pay the back-pay obligations and
thereby satisfy the back-pay order issued by the NLRB.

   4. the Debtor's back-pay obligations have been computed on an
employee-by-employee basis, and cover all Local 1181 members that
worked for the Debtor prior to June 30, 2013:

      a) March 2013 wage adjustment          $519,918
      b) June 2013 wage accrual            $1,107,693
      c) June 2013 retro pay                 $359,169
      d) overtime adjustment                 $241,617
                                          -----------
                                   Total:  $2,228,399

A copy of the http://bankrupt.com/misc/HOYTTRANSPORTATION_CBA.pdf

                           Objections

Local 1181-1061, Amalgamated Transit Union, AFL-CIO, in their
limited objection, stated that the Debtor's motion requires
clarification because the Debtor omitted material conditions from
its description of its back-pay obligations in connection with the
new CBA between Local 1181 and the Debtor and the pending NLRB
case.

The Department of Education of the City of New York objected to
the Debtor's motion, stating that the parties must be aware of the
resolution of the back-pay issue.  The Debtor needed to reconcile
what amounts may remain owing under the Debtor's expired contract
with DOE.  As the Court may recall, DOE has not paid certain
payments which otherwise may be owed to the Debtor under its
contract with DOE that expired on June 30, 2013, prior to the
bankruptcy filing.  The motion stated that the amount owed by DOE
is $2,061,419 consisting of $1,865,521, which it stated represents
50 percent of the service payment for the month of June 2013, and
$195,898 for reimbursement of alleged net escort payroll expenses
from July 1, 2012 through June 30, 2013.

On May 2, the Debtor made a supplemental statement to clarify the
information provided with respect to the CBA Motion.

Local 1181-1061, Amalgamated Transit Union, AFL-CIO is represented
by:

         Howard B. Kleinberg, Esq.
         Richard A. Brook, Esq.
         MEYER, SUOZZI, ENGLISH & KLEIN, P.C.
         1350 Broadway, Suite 501
         P.O. Box 822
         New York, NY 10018-0026
         Tel: (212) 239-4999
         Fax: (212) 239-1311
         E-mails: hkleinberg@msek.com
                  rbrook@msek.com

New York City Department of Education is represented by:

         Zachary W. Carter, Esq.
         Corporation Counsel of the City of New York
         100 Church Street, Room 5-233
         New York, NY 10007
         By: Hugh H. Shull, Esq.
             Assistant Corporation Counsel
         Tel: (212) 356-2138

                   About Hoyt Transportation

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

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


INFOLINK GROUP: Xander Law's Bid for Reconsideration Denied
-----------------------------------------------------------
District Judge Robin S. Rosenbaum denied Jason H. Weber and Xander
Law Group, P.A.'s Motion for Reconsideration of the District
Court's Order denying the Appellants' bankruptcy appeal, which is
captioned as, JASON H. WEBER and XANDER LAW GROUP, P.A.,
Appellants, v. MANCUSO LAW, P.A., and INFOLINK GLOBAL CORPORATION,
Appellees, CASE NO. 14-20507-CIV-ROSENBAUM (S.D. Fla.).  A copy of
the District Court's May 22, 2014 Order is available at
http://is.gd/Qi7n0xfrom Leagle.com.

The case arises from the Chapter 11 bankruptcy proceeding pending
before the Hon. A. Jay Cristol in the U.S. Bankruptcy Court for
the Southern District of Florida.  On Feb. 12, 2012, the
Bankruptcy Court entered an order confirming the debtors' Chapter
11 reorganization plan.  Pursuant to the plan, Infolink Global
became the Reorganized Debtor and took control of the debtors'
business operations, assets, and affairs. A defendant in a
corollary adversary proceeding, Prieur Leary, and his purported
company, Prontocom, Inc., subsequently filed an appeal of the
Confirmation Order, which was assigned to the Hon. Kenneth A.
Marra in the U.S. District Court for the Southern District of
Florida.  Although Judge Marra initially affirmed the Bankruptcy
Court's Order, upon motion for reconsideration, Judge Marra
reversed, remanding the case to the Bankruptcy Court "for the
limited purpose of making factual findings as to the relationship
between Leary and Prontocomm."  Judge Marra further directed the
Bankruptcy Court to issue a new final judgment after making its
factual finding.

Following the District Court's remand, on August 6, 2013, the
Bankruptcy Court entered an order reopening the case and setting a
status conference in order to discuss with the parties how the
action would proceed.  Notwithstanding the District Court's
limited order of remand and the Bankruptcy Court's order setting a
status conference on the matter, on August 29, 2013, Jason H.
Weber -- counsel for several of the entities subject to the
Confirmation Order, namely Infolink Communication Services, Inc.,
Infolink Panama, S.A., Pronto Group, LLC, and Pronto Group, Inc.,
collectively referred to by the Bankruptcy Court as the "Leary
Entities." -- sent cease-and-desist letters to Infolink Global's
employees and landlord, informing them that the Confirmation Order
had been reversed and that, as a result, "any and all assets that
were transferred to and vested in Infolink Global, Inc., [must] be
immediately restored to the respective owners prior to the
confirmation."  The letters directed Infolink Global's employees
to cease all business operations and threatened legal action for
"failure to comply with the District Court's Order."

Weber also directed Infolink Global's landlord to evict Infolink
Global from its business premises, claiming that his clients had
the right to immediate possession of the property.  It also
appears that Weber directed the registrar of Infolink Global's
registered web domains to transfer all of the web domains to
Weber's law firm.  In addition to this correspondence, Weber filed
a Notice of Effectuation of Transfers with the Bankruptcy Court,
proclaiming his clients' intent to "effectuate the return of all
property that passed title pursuant to the null-and-void
Confirmation Order."

Following these actions, Infolink Global filed an emergency motion
to prevent Weber and Xander Law Group, P.A.'s clients -- "the
Leary Entities" -- from interfering with its business operations
pending the Bankruptcy Court's remand status conference.  The
Bankruptcy Court granted the motion and set the matter for
hearing, requiring Weber and the Leary Entities to appear and to
show cause why they should not be held in contempt as a result of
their "attempt to effectuate unauthorized transfers." After the
show-cause hearing, the Bankruptcy Court entered an order awarding
sanctions against the Leary Entities and their counsel.

In so ruling, the Bankruptcy Court found that although the parties
did not act contemptuously in filing the Notice of Effectuation,
they willfully and knowingly interfered with Infolink Global's
business operations, and thus, sanctions were "justified and
appropriate pursuant to the Court's inherent powers and statutory
powers under 11 U.S.C. Sec. 105." The Bankruptcy Court assessed
sanctions totaling $12,798.20, an amount that reflects the
attorney's fees that Infolink Global incurred in having to
litigate the Notice of Effectuation and Order to Show Cause.

Weber and Xander Law Group, P.A., subsequently appealed the
Bankruptcy Court's Order to the District Court.  The Court
affirmed the Bankruptcy Court's Order, finding that the Bankruptcy
Court did not abuse its discretion. In particular, the Court noted
that the Appellants' actions "could reasonably be found to be
unjustified and tantamount to bad faith," thus permitting the
Bankruptcy Court to impose monetary sanctions pursuant to its
inherent powers.

Weber et al. then moved for reconsideration of the Court's Order.

According to Judge Rosenbaum, Weber et al. raise no additional
arguments as to why they believe that the appeal was wrongly
decided, hence, reconsideration must be denied.

Infolink Group, Inc., fka Infolink.com, Inc., and Infolink
Information Services, Inc., filed chapter 11 petitions (Bankr. D.
Del. Case Nos. 10-10981 and 10-10982) on March 24, 2010, and the
cases were transferred (Bankr. S.D. Fla. Case Nos. 10-26423 and
10-26436) to Florida on June 2, 2010.  Drew M. Dilworth in Miami,
Fla., serves as the Chapter 11 Trustee in the Debtors' cases, and
is represented by  Allison R. Day, Esq., and Carlos E. Sardi,
Esq., at Genovese Joblove & Battista, P.A., and Geoffrey S.
Aaronson, Esq., at Aaronson Schantz P.A., in Miami, Fla.


ISTAR FINANCIAL: Loomis Sayles Held 11.6% Stake at Dec. 31
----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Loomis Sayles & Co., L.P., disclosed that as
of Dec. 31, 2013, it beneficially owned 11,169,321 shares of
common stock of iStar Financial Inc. representing 11.57 percent of
the shares outstanding.  Loomis Sayles & Co previously reported
beneficial ownership of 11,418,778 at March 31, 2013.  A copy of
the regulatory filing is available at http://is.gd/Znmql4

                        About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

As of March 31, 2014, the Company had $5.48 billion in total
assets, $4.21 billion in total liabilities, $11.35 million in
redeemable noncontrolling interest and $1.26 billion in total
equity.

                            *     *     *

In March 2013, Fitch Ratings affirmed iStar's 'B-' issuer default
rating and revised the outlook to "positive" from "stable."  The
revision of the outlook to positive is based on the company's
demonstrated access to the unsecured debt market, which, combined
with certain secured debt refinancings, have significantly
improved SFI's near-term debt maturity profile.

As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial.

In October 2012, Moody's Investors Service upgraded the corporate
family rating to B2 from B3.  The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate.  The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.


INTERMETRO COMMUNICATIONS: Reports $33,000 Net Income in Q1
-----------------------------------------------------------
InterMetro Communications, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $33,000 on $2.21 million of net revenues
for the three months ended March 31, 2014, as compared with a net
loss of $592,000 on $4.32 million of net revenues for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $3.69
million in total assets, $15.56 million in total liabilities and a
$11.87 million total stockholders' deficit.

The Company was delayed in filing the Quarterly Report because it
was unable to prepare its accounting records and schedules in
sufficient time to allow its accountants to complete their review
of the Company's financial statements before the required filing
date.

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

                        http://is.gd/Iu39CX

                         About InterMetro

Simi Valley, Calif.-based InterMetro Communications, Inc.,
-- http://www.intermetro.net/-- is a Nevada corporation which
through its wholly owned subsidiary, InterMetro Communications,
Inc. (Delaware), is engaged in the business of providing voice
over Internet Protocol ("VoIP") communications services.

InterMetro Communications reported a net loss of $2.45 million on
$11.57 million of net revenues for the year ended Dec. 31, 2013,
as compared with net income of $699,000 on $20.06 million of net
revenues in 2012.

Gumbiner Savett Inc., in Santa Monica, California, issued a "going
cocern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2013.  The independent auditors noted that
the Company incurred net losses in previous years, and as of
Dec. 31, 2013, the Company had a working capital deficit of
approximately $12,082,000 and a total stockholders' deficit of
approximately $12,426,000.  The Company anticipates that it will
not have sufficient cash flow to fund its operations in the near
term and through fiscal 2014 without the completion of additional
financing.  These factors, among other things, raise substantial
doubt about the Company's ability to continue as a going concern


JEH COMPANY: PABCO Objects to Chapter 11 Plan
---------------------------------------------
PABCO Building Products, LLC and Pacific Coast Supply, LLC object
to the amended Chapter 11 plan filed by JEH Company, JEH Stallion
Stations, Inc., and JEH Leasing Company, Inc.

In 2013, after an auction that designated PABCO as the highest
bidder, the Bankruptcy Court authorized the sale of JEH assets to
PABCO and James and Marilyn Helzer. The sale was closed pursuant
to the execution of a purchase and sale agreement. Thereafter,
various assets were transferred to Pacific Coast as the assignee
of PABCO.

PABCO and Pacific Coast disagree with the amended plan to the
extent that it purports to modify the sale order and the purchase
agreement.

J. Robert Forshey, Esq., at Forshey & Prostok, L.L.P., in Fort
Worth, Texas, relates that PABCO and Pacific Coast asserts an
administrative expense claim arising out of the purchase
agreement. The claim is for $220,740, which reflects the funds
held in an escrow account.

Mr. Forshey asserts that pursuant to the Court's sale order, the
amended plan should not modify PABCO's rights to the amount held
in escrow.

PABCO is represented by:

     J. Robert Forshey, Esq.
     Matthew G. Maben, Esq.
     FORSHEY & PROSTOK, L.L.P.
     777 Main Street, Suite 1290
     Fort Worth, Texas 76102
     Tel: (817) 877-8855
     Fax: (817) 877-4151
     E-mail: bforshey@forsheyprostok.com
             mmaben@forsheyprostok.com

                         Ballot Tabulation

On May 15, counsel for the Debtors filed a Ballot Tabulation
report.  The ballots for acceptance or rejection of the amended
plan of reorganization and amended disclosure statement filed by
JEH Company, JEH Stallion Station, Inc. and JEH Leasing Company,
Inc. were due May 12.  All ballots were sent to the office of
counsel for the Debtors and were received and tabulated by that
firm.  A copy of the report is available at:

     http://bankrupt.com/misc/JEHCompany_427_ballotreport.pdf

                      Plan Summary and Outline

As reported by the Troubled Company Reporter on May 5, 2014, the
Bankruptcy Court approved the Debtors' disclosure statement in
mid-April.  The hearing to confirm the Plan was originally set for
May 20, but was moved to May 27.

Meanwhile, JEH Stallion Station's request to dismiss its Chapter
11 case filed by on Jan. 9 has been set for hearing on June 18, at
1:30 p.m. in the courtroom of the Honorable Russell F. Nelms, Room
204, 501 West Tenth St., Fort Worth, Texas 76102.

The Debtors on April 16 filed an amended version of their
proposed Chapter 11 plan and disclosure statement.  The Plan, as
amended, proposes to treat secured creditors as follows:

    * In the event Bridgewell Resources, LLC, G.A.P. Roofing,
Inc., and Worthington National Bank each does not agree in writing
that its claim will be treated as an unsecured claim, then an
adversary proceeding will be filed against the claimant.  The
secured claim of Bridgewell and G.A.P., to the extent allowed,
will be paid in full with interest at a rate of 5% from the
effective date of the Plan through the date of the payment.  The
secured claims of of Worthington will be satisfied in full by the
surrender of collateral.

    * The secured claims of Frost Bank are not disputed,
unliquidated or contingent as of the time of the filing of this
document.  The secured claims continue to accrue interest and
potentially fees.  Until Frost Bank is paid, it will retain all
liens against collateral pledged to it.  The remaining secured
claim of Frost Bank against JEHCO under its lease 1001 will be
paid in the amount of $14,200.00, subject to a reduction of the
amount of any additional adequate protection payments made prior
to the Effective Date plus any additional fees, expenses, and
costs owed.  The remaining secured claims of Frost Bank against
JEHCO include the secured claims described against JEH Leasing and
JEH Stallion.  Subject to court approval, Leasing may seek
authority to sell equipment described as the Trex lift and other
property.

    * The secured claim of Wells Fargo and all claims of Wells
Fargo will be considered fully paid and satisfied by the prior
sale and/or surrender to Wells Fargo by the 30th day following the
Effective Date, except as otherwise agreed to by that party.

To pay off general unsecured creditors, the Debtors will liquidate
all assets of the estates of JEHCO and JEH Leasing Company with
specific direction to emphasize a market return for collection or
sale of accounts receivable, equipment and real property assets.
The first payment to each creditor will be due and owing beginning
on the 60th day of the Effective Date and then due and owing when
for any period of 60 days cash proceeds of the liquidation of
assets exceed by $100,000 the secured claims against the proceeds,
and a reserve equal to the next three months budget for expenses.
If at any time when the remaining assets of JEHCO are believed to
have a value of $100,000 or less, then the debtor will promptly
liquidate all remaining assets and dispersed the remaining
proceeds to unsecured creditors.

The equity interest holders will receive no payments for any
equity interests at any time.

Copies of the Plan and Disclosure Statement, as amended on April
16, 2014, are available for free at

     http://bankrupt.com/misc/JEH_Co_Amended_Plan.pdf
     http://bankrupt.com/misc/JEH_Co_Amended_DS.pdf

                        About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.

In its schedules, JEH Company disclosed $13,606,753 and
$18,351,290 in liabilities as of the Petition Date.  JEH Stallion
Station, Inc., disclosed $364,007 in assets and $3,982,012 in
liabilities. JEH Leasing Company, Inc., disclosed $1,242,187 in
assets and $155,216 in liabilities.


JEH COMPANY: Bridgewell Wants to Clarify Plan Provisions
--------------------------------------------------------
Bridgewell Resources LLC has an unsecured claim against JEH
Company and its affiliates for over $1 million. JEH Company's
Chapter 11 plan purports to treat Bridgewell as a general
unsecured creditor, expected to an estimated 10% recovery.

Joseph P. Rovira, Esq., at Andrews Kurth, LLP, in Houston, Texas,
points out that there are a number of issues that must be resolved
before confirming JEH's plan, including:

   (a) Resolution of dispute with PABCO. In the plan's disclosure
       statement, JEH Company raises issues concerning assets sale
       to PABCO Building Products, LLC, and collection of
       receivables contemplated by the sale. Such claims represent
       significant potential value to unsecured creditors but it
       does not appear that JEH Company has undertaken any formal
       discovery to investigate the claims and ascertain the
       value. The plan should provide that JEH Company must file a
       9019 motion to settle any disputes with PABCO so that
       creditors, such as Bridgewell, have a full opportunity to
       review the merits of any settlement. Such requirements
       should also provide that JEH Company must receive approval
       from the Bankruptcy Court before disbursing any sale
       proceeds currently held in escrow.

   (b) Treatment of claims of Frost Bank. The plan currently
       proposes to pay the claim of Frost Bank in full from the
       remaining sale proceeds. However, Frost Bank's claim is
       collateralized by assets in James and Marilyn Helzer's and
       JMH Investments, Inc.'s bankruptcy cases. JEH Company
       should require Frost Bank to look to its other assets for
       recovery first, before paying Frost Bank's claim in full
       from remaining sale proceeds.

   (c) Treatment of Bridgewell's claim. While the Helzers' plan
       makes clear that recovery on Bridgewell's claim is to come
       first from JEH Company, there is no corresponding
       representation in JEH Company's plan.

Mr. Rovira adds that both Bridgewell and Primesource Building
Products, Inc. have voted against the plan. As such, Bridgewell
does not believe the plan can be confirmed pursuant to Section
1129 of the Bankruptcy Code because not all impaired classes of
claims have voted to accept the plan and JEH Company do not have
an impaired accepting class with which to effect a "cram down" on
general unsecured creditors.

Bridgewell is currently in discussions with JEH Company and is
hopeful that a resolution will be reached in advance of the
confirmation hearing. However, if resolution is not reached,
Bridgewell reserves its rights to pursue its objections.

Hearing on the confirmation of the plan has been set for May 27,
2014.

Bridgewell is represented by:

     Timothy A. Davidson II, Esq.
     Joseph P. Rovira, Esq.
     ANDREWS KURTH LLP
     600 Travis, Suite 4200
     Houston, Texas 77002
     Telephone: (713) 220-4200
     Facsimile: (713) 220-4285

As reported by the Troubled Company Reporter on May 5, 2014, the
Bankruptcy Court approved the Debtors' disclosure statement in
mid-April.  The hearing to confirm the Plan was originally set for
May 20, but was moved to May 27.  There's also a hearing to
consider a motion to dismiss the case of JEH Stallion Station.
The Dismissal hearing was set for May 21, but has been moved to
June 18.

The Debtors on April 16 filed an amended version of their
proposed Chapter 11 plan and disclosure statement.  Copies of the
Plan and Disclosure Statement, as amended on April 16, are
available for free at

     http://bankrupt.com/misc/JEH_Co_Amended_Plan.pdf
     http://bankrupt.com/misc/JEH_Co_Amended_DS.pdf

                        About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.

In its schedules, JEH Company disclosed $13,606,753 and
$18,351,290 in liabilities as of the Petition Date.  JEH Stallion
Station, Inc., disclosed $364,007 in assets and $3,982,012 in
liabilities. JEH Leasing Company, Inc., disclosed $1,242,187 in
assets and $155,216 in liabilities.


JEH COMPANY: Gets Court Authority to Sell Equipment
---------------------------------------------------
The Bankruptcy Court gives JEH Company and its affiliates
authority to that sell these assets:

   (a) a forklift, pledged as collateral to Toyota Motor Credit
       Corporation, for $3,020 to Helzer Company; and

   (b) a certain property for $62,000 to Cantwell Power Solutions
       Sales contingent upon obtaining third party financing.

                        About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.

In its schedules, JEH Company disclosed $13,606,753 and
$18,351,290 in liabilities as of the Petition Date.  JEH Stallion
Station, Inc., disclosed $364,007 in assets and $3,982,012 in
liabilities. JEH Leasing Company, Inc., disclosed $1,242,187 in
assets and $155,216 in liabilities.

                           *     *     *

As reported by the Troubled Company Reporter on May 5, 2014, the
Bankruptcy Court approved the Debtors' disclosure statement in
mid-April.  The hearing to confirm the Plan was originally set for
May 20, but was moved to May 27.  There's also a hearing to
consider a motion to dismiss the case of JEH Stallion Station.
The Dismissal hearing was set for May 21, but has been moved to
June 18.

The Debtors on April 16 filed an amended version of their
proposed Chapter 11 plan and disclosure statement.  Copies of the
Plan and Disclosure Statement, as amended on April 16, are
available for free at

     http://bankrupt.com/misc/JEH_Co_Amended_Plan.pdf
     http://bankrupt.com/misc/JEH_Co_Amended_DS.pdf


JEMANYA CORP: Hearing on Involuntary Petition Moved to June 26
--------------------------------------------------------------
The Bankruptcy Court adjourned to June 26, 2014, the hearing to
consider matters related to the Involuntary Petition against
Jemanya Corp.

The hearing was previously scheduled for May 16.

As reported in the Troubled Company Reporter, the Debtor 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 Elizabeth S. Stong presides over the case.
The petitioners were represented by Lawrence Morrison, Esq.

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


LABORATORY PARTNERS: Floats Ch. 11 Plan, $5.5M Unit Sale
--------------------------------------------------------
Law360 reported that clinical testing company Laboratory Partners
Inc., also known as MedLab, moved to bring its bankruptcy to a
swift conclusion, asking a Delaware bankruptcy judge to approve
both a Chapter 11 plan and a $5.5 million sale of its final
operating unit by the middle of June.

According to the report, MedLab requested expedited treatment for
its newly submitted Chapter 11 plan, under which senior secured
creditors would be the only voting class, saying speed is required
to preserve the estate's value.

                   About Laboratory Partners

Laboratory Partners Inc., a Cincinnati-based provider of lab and
pathology services, and several affiliates filed petitions for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12769) on
Oct. 25, 2013, in Delaware.  In its assets, the Debtor disclosed
$43,034,702.91 in total assets and at least $132,357,067.42 (plus
unknown) in total liabilities.

The debtor-affiliates are Kilbourne Medical Laboratories, Inc.,
MedLab Ohio, Inc., Suburban Medical Laboratory, Inc., Biological
Technology Laboratory, Inc., Terre Haute Medical Laboratory, Inc.,
and Pathology Associates of Terre Haute, Inc.  Certain of the
Debtors do business as MEDLAB.

Judge Peter J. Walsh presides over the case.  Laboratory Partners
is represented by Morris, Nichols, Arsht & Tunnell LLP's Robert
Dehney, Esq., and Erin R. Fay, Esq.; and Pillsbury Winthrop Shaw
Pittman LLP's Leo T. Crowley, Esq., and Margot P. Erlich, Esq. and
Jonathan J. Russo, Esq.  BMC Group Inc. serves as claims and
administrative agent.  Duff & Phelps Securities LLC serves as the
Debtors' investment bankers.

The Official Committee of Unsecured Creditors has retained
Otterbourg P.C., as Lead Co-Counsel; Klehr Harrison Harvey
Branzburg LLP as Delaware Counsel; and Carl Marks Advisory Group
LLC, as financial advisors.

In March 2014, the Bankruptcy Court authorized the Debtors to sell
their so-called "Talon Division," which refers to the clinical
laboratory and anatomic pathology services to (i) physicians,
physician officers and medical groups in Indiana, Illinois, and
(ii) Union Hospital, Inc., in Terre Haute and Clinton, Indiana, to
Laboratory Corporation of America Holdings for $10.5 million.  An
auction was cancelled after the Debtors received no competing bid
during the bid deadline.  The Court also authorized the Debtors to
sell certain of their assets relating to their nuclear medicine
business to Union Hospital, Inc.


LEHR CONSTRUCTION: Trustee Gets Approval to Recover Transfers
-------------------------------------------------------------
U.S. Bankruptcy Judge Sean Lane approved a deal that would allow
the bankruptcy trustee of Lehr Construction Corp. to recover
payments made to Travel Yesterday Inc. and Direct Airway Inc.

Under the settlement, Lehr will receive $275,000 of which $200,000
will be paid by the travel agency while the rest will be paid by
Direct Airway.

The financial obligations of Travel Yesterday and Direct Airway
"are several, not joint," according to the terms of the
settlement.

In return for the payments, the bankruptcy trustee agreed to drop
the case he filed against the two companies last year to recover
the pre-bankruptcy payments.  A copy of the agreement is available
for free at http://is.gd/p4xhCf

Lehr paid the travel agency almost $3.9 million for the private
jet travel of Gerald Lazar, a portion of which was transferred to
Direct Airway.  According to the trustee, the construction company
did not benefit from the payments, which are recoverable as
fraudulent transfers.

                      About Lehr Construction

New York-based Lehr Construction Corp. was founded in 1979.  It
specializes in interior construction and serves clients mainly
throughout the New York metropolitan area.  It serves as
construction manager and general contractor for its clients

Lehr filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-10723) on Feb. 21, 2011.  James A. Beldner, Esq., at
Cooley LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.
Rust Consulting/Omni Claims Agent serves as claims and noticing
agent.

Jonathan Flaxer is the Chapter 11 Trustee for Lehr Construction.
He is represented by Douglas L. Furth, Esq., at Goldenbock Eiseman
Assor Bell & Peskoe LLP, in New York.  Wolf Haldenstein Adler
Freeman & Hertz serves as conflicts counsel to the trustee.
Marotta Gund Budd & Dzera, LLC, serves as trustee's financial
advisor.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtor's case.  Fred Stevens at Klestadt &
Winters, LLP represents the Committee.


LEHR CONSTRUCTION: Settles Dispute With Levy, Mercedes-Benz
-----------------------------------------------------------
U.S. Bankruptcy Judge Sean Lane approved a deal that would resolve
a dispute between Lehr Construction Corp.'s bankruptcy trustee and
Levy Ehrlich & Petriello, PC.

Under the deal, Jonathan Flaxer, Lehr's bankruptcy trustee, agreed
to drop the case he filed against the New Jersey-based law firm in
exchange for payment of $135,000.  Both sides also agreed to
release each other from all claims.

A full-text copy of the settlement agreement is available without
charge at http://is.gd/mAauK3

Mr. Flaxer sued the law firm in 2008, alleging that it assisted T2
Inc., a subcontractor for Lehr on certain construction projects,
in undertaking fraudulent transfers that had the effect of
frustrating the company's judgment against T2.

The trustee filed the lawsuit in T2's bankruptcy case pending in
U.S. Bankruptcy Court in New Jersey.  Prior to the filing of the
lawsuit, Lehr obtained a judgment against T2 in the amount of
$496,741.

Separately, Judge Lane approved an agreement between the trustee
and Mercedes-Benz Financial Services USA LLC, under which the
latter agreed to pay $6,000 to settle the lawsuit filed by the
trustee.  The agreement can be accessed for free at
http://is.gd/xOJlqv

                      About Lehr Construction

New York-based Lehr Construction Corp. was founded in 1979.  It
specializes in interior construction and serves clients mainly
throughout the New York metropolitan area.  It serves as
construction manager and general contractor for its clients

Lehr filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-10723) on Feb. 21, 2011.  James A. Beldner, Esq., at
Cooley LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.
Rust Consulting/Omni Claims Agent serves as claims and noticing
agent.

Jonathan Flaxer is the Chapter 11 Trustee for Lehr Construction.
He is represented by Douglas L. Furth, Esq., at Goldenbock Eiseman
Assor Bell & Peskoe LLP, in New York.  Wolf Haldenstein Adler
Freeman & Hertz serves as conflicts counsel to the trustee.
Marotta Gund Budd & Dzera, LLC, serves as trustee's financial
advisor.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtor's case.  Fred Stevens at Klestadt &
Winters, LLP represents the Committee.


LONG BEACH MEDICAL: Wins Court Nod on Use of Segregate Funds
------------------------------------------------------------
Bankruptcy Judge Alan S. Trust authorized Long Beach Medical
Center, et al., to continue to segregate funds received from the
Federal Emergency Management Agency; and to use the funds to pay
designated creditors irrespective of whether those claims arose
pre- or post-petition.

The Debtors are authorized to continue to receive and segregate
all funds received from FEMA in relation to the emergency work
performed by various contractors and vendors.

To the extent the FEMA Funds are received for goods and services
rendered, but for which the Debtors have not yet remitted payment,
the Debtors are authorized, but not required, to utilize the FEMA
Funds to satisfy the claims of eligible recipients of such FEMA
Funds irrespective of whether the underlying work was performed
pre or postpetition, and all in accordance with the terms and
conditions, as modified by the Sandy Recovery Improvement Act of
2013, and the FEMA PA program.

According to the Debtors, the FEMA funds are part of a federal
disaster relief program with significant federal oversight and
control, are designated for specific purposes and uses and are not
property of the estate.

The Official Committee of Unsecured Creditors, in its objection,
stated that the FEMA motion is somewhat ambiguous in the scope of
relief requested and given the important value to these estates
associated with the FEMA funding.  The Committee said it must be
sure that the relief granted related to the FEMA motion will not
serve to unduly limit the arguments that the Committee expects to
make in connection with the sale, particularly where the FEMA
motion may be procedurally deficient in the event such findings
were actually being sought by the Debtors.

The Committee is represented by:

         Sean C. Southard, Esq.
         Fred Stevens, Esq.
         Lauren C. Kiss, Esq.
         KLESTADT & WINTERS, LLP
         570 Seventh Avenue, 17th Floor
         New York, NY 10018
         Tel: (212) 972-3000
         Fax: (212) 972-2245

The Debtors are represented by:

         Burton S. Weston, Esq.
         GARFUNKEL WILD, P.C.
         111 Great Neck Road
         Great Neck, NY 11021
         Tel: (516) 393-2200
         Fax: (516) 466-5964

                   About Long Beach Medical Center

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

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

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

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

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

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

                          *     *     *

In May 2014, Long Beach Medical Center was sold at auction to two
buyers.  South Nassau Communities Hospital originally offered $21
million for both the hospital and the affiliated 200-bed Komanoff
nursing home.  South Nassau won the hospital auction with a bid of
$10.25 million, plus the assumption of $1 million in employee
liabilities.  South Nassau will sell the hospital's equipment and
guarantee Long Beach at least $500,000.  The nursing home went to
several individuals for $15.6 million, plus assumption of employee
liabilities and as much as $1.1 million in known or unknown
health-care program debt.  As a breakup fee, South Nassau receives
$450,000 and repayment of as much as $4.5 million in loans it made
to finance the Chapter 11 case.


LONG ISLAND COLLEGE HOSPITAL: Closed on Thurs as SUNY Talks Sale
----------------------------------------------------------------
Anemona Hartocollis of the New York Times reported that Justice
Johnny Lee Baynes of the State Supreme Court on May 22 approved a
settlement that allowed the 156-year old Long Island College
Hospital in Brooklyn to close at midnight on Thursday, except for
the emergency department, while the state university system, which
owns the hospital, negotiates a sale to a real estate developer,
the Peebles Corporation.

The NY Times reported that in a 70-30 joint venture, Peebles and
the Witkoff Group, an investment firm, have proposed to pay the
State University of New York $260 million for the property in
Cobble Hill, a brownstone neighborhood with harbor views.

The NY Times said the rest of the hospital, including the
intensive care unit, was to close down. The four remaining
patients were sent home or to other hospitals and almost all
employees were laid off, state officials said.

On its Web site, SUNY Downstate Medical Center posted a closure
update as of May 22.  It indicated that as of Thursday, there are
no inpatient admissions or services; all outpatient clinics and
services are closed; and clinic appointments on or after May 22
must be rescheduled.  Also, the Walk in Emergency Department is
open until August 30, 2014.

The NY Times recounted that community groups and hospital
employees had wanted LICH preserved as a full-service hospital,
and the company that submitted the highest-ranked bid, Brooklyn
Health Partners, pledged to keep it as such.  But when it could
not put forward a viable proposal to run the hospital, SUNY moved
onto Peebles, the second-ranked bidder, which proposes to lease
some of the property for medical uses, including an emergency room
to be run by the North Shore-Long Island Jewish Health System, a
chemotherapy clinic and a clinic for the poor, possibly to be
located off-site in nearby Red Hook.

As for the rest of the property, NY Times said the proposal calls
for market-rate housing but says Peebles is open to negotiations
for some affordable housing. Peebles has also proposed providing
$7.5 million to help employees find new jobs.

Early last week, Irina Ivanova reported for Crain's New York
Business that Judge Baynes granted a request by SUNY to delay a
hearing that could have brought the bidding process back to square
one.  The judge was set to rule May 20 on a motion to disqualify
certain developers' scores in the request-for-proposal process.
Doing so would have ended exclusive negotiations between SUNY and
Peebles to transform the hospital into a medical office complex
and residential development.


LONGVIEW POWER: Gives Title Insurance Policy to Contractors
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Longview Power LLC revised its Chapter 11 plan to
obviate successful objections from Kvaerner North America
Construction Inc. and Siemens Energy Inc., two of the three main
contractors at the plant.

According to the report, the modified plan calls for the two non-
settling contractors to have access to the secured lenders' $825
million title insurance policy in the event a court decides that
the contractors' mechanics' liens come ahead of the lenders'
liens.  If title insurance isn't enough to pay the two contractors
in full, Kvaerner and Siemens will have liens on the plant, the
report related.

To accommodate plan revisions, Longview asked the bankruptcy court
to extend the deadline for voting on the plan to July 15, the
report related.  A confirmation hearing for approval of the plan
would be held Sept. 2 if the bankruptcy judge agrees with the
schedule at a May 29 hearing, the report said.

                      About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.


LUPATECH SA: Files to Enforce Debt Restructuring
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lupatech SA, a Brazilian provider of equipment and
services for the oil and gas drilling industry, filed a Chapter 15
petition in New York on May 23 so the U.S. court can enforce a
debt-reduction plan nearing approval in Brazil.

According to the report, based in Nova Odessa in the State of Sao
Paulo, Lupatech owes $302.5 million on unsecured bonds and $179.1
million on unsecured debentures that are 92.5 percent-held by
Brazilian Development Bank.

The reorganization plan, already accepted by 86.5 percent of the
bondholders, will give them new notes for 15 percent of the
existing debt, the report related.  For the other 85 percent, they
receive stock which existing shareholders can purchase from
Noteholders, the report further related.

The plan requires that Brazilian Development Bank and other
debentureholders consensually swap the debt on the same terms, the
report said.


MARTIFER SOLAR: Court Approves Stipulation With Cathay Bank
-----------------------------------------------------------
The Bankruptcy Court approves an amended stipulation among
Martifer Aurora Solar, LLC, Martifer Solar USA, Inc., Martifer
Solar, Inc., Cathay Bank and the official committee of unsecured
creditors, which states, among other things, that:

   (a) Martifer USA will hold the $300,000 that had been deposited
       to Cathay's counsel's client trust account pending further
       stipulation;

   (b) Martifer Solar will pay Cathay $1.8 million to reduce the
       principal balance of Cathay's secured claim;

   (c) The parties will acknowledge that the proceeds of a phase V
       rebate comprised a part of Cathay's cash collateral
       entitling it to replacement liens;

   (d) Cathay will withdraw its objection to a subcontractor
       motion if the three provisions above are met;

   (e) The Martifer debtors' use of cash collateral is extended
       through July 20, 2014;

   (f) The Martifer debtors' membership interest in Studio Solar,
       LLC, Studios Solar 2, LLC, Studios Solar 3, LLC, Studios
       Solar 4, LLC, and Studios Solar 5, LLC, will be Cathay
       collateral; and

   (g) Any other revenues received by the Martifer debtors not
       shown in the current budget cannot be used without Cathay's
       consent.

                       About Martifer Solar

Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.  Martifer
Solar USA, which is based in Los Angeles, California, estimated
$10 million to $50 million in assets and liabilities.

Bankruptcy Judge August B. Landis oversees the case.  The Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor.  The
Debtors tapped Foley Hoag LLP as special Massachusetts litigation
counsel with respect to a pending litigation relating to EPG
Solar, LLC; and Foley & Lardner LLP as special solar counsel.

The Debtors also won approval to hire FTI and Michael Tucker, a
senior managing director of FTI, to serve as the company's chief
restructuring officer.

Cathay Bank, a prepetition lender, is represented by Michael
Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel
Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard, Esq., at Kolesar & Leatham.

Martifer Solar Inc., the proposed DIP Lender, and ultimate parent
of the Debtors, is represented by Samuel A. Schwartz, Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc.

Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors.  The Committee has retained Pachulski Stang Ziehl &
Jones LLP's Bradford J. Sandler, Esq., Shirley S. Cho, Esq., Jason
Rosell, Esq., and Patricia Jeffries, Esq.; and Larson & Zirzow,
Matthew C. Zirzow, Esq., Zachariah Larson, Esq., and Carey
Shurtliff, Esq., as counsel.

                           *     *     *

Martifer Aurora Solar LLC intends to emerge from reorganization by
mid-July by selling the business.  The Debtors said they hope to
have a so-called stalking-horse bidder signed to a contract in
time for an auction in mid-June.  In court papers in May 2014, the
Debtors said FTI set May 15, 2014 as the deadline for the initial
letters of intent and has received four letters of interest.  The
Debtors said they are formulating the bidding procedures for an
auction sale under section 363 instead of a plan, and are in the
process of selecting their stalking horse bidder.


MARTIFER SOLAR: Parent Agrees to Provide $350,000 DIP Financing
---------------------------------------------------------------
Martifer Aurora Solar, LLC, and Martifer Solar USA, Inc., Martifer
Solar, Inc., Cathay Bank and the official committee of unsecured
creditors reached an agreement in connection with the use
postpetition financing through May 31, 2014.

Martifer Solar, parent company to Aurora Solar and Solar USA,
consents to their decision to sell assets rather than pursue the
confirmation of a plan of reorganization.

Martifer Solar paid $300,000 to Cathay on May 15, 2014, in
accordance with a previous agreement, and has agreed to pay Cathay
$300,000 on June 15, 2014 and July 15, 2014, provided the sale of
the assets has not closed before those dates and Cathay has not
been paid.

In the event Aurora Solar and Solar USA fail to make their monthly
adequate protection payments to Cathay, Martifer Solar will pay
the June 2014 and July 2014 adequate protection payments, provided
the sale has not closed and Cathay has not been paid.

Martifer Solar agreed to provide Aurora Solar and Solar USA with
an additional $350,000 of debtor-in-possession financing, of which
$200,000 will be funded by May 21, 2014, and the balance of
$150,000 will be funded by May 30, 2014.

Furthermore, Martifer Solar consents to the pursuit of a sale to a
third party, including the negotiation of a stalking horse bid.
However, Aurora Solar and Solar USA agree that Martifer Solar
submitted a qualified bid for purposes of participating in the
sale.

                       About Martifer Solar

Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.  Martifer
Solar USA, which is based in Los Angeles, California, estimated
$10 million to $50 million in assets and liabilities.

Bankruptcy Judge August B. Landis oversees the case.  The Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor.  The
Debtors tapped Foley Hoag LLP as special Massachusetts litigation
counsel with respect to a pending litigation relating to EPG
Solar, LLC; and Foley & Lardner LLP as special solar counsel.

The Debtors also won approval to hire FTI and Michael Tucker, a
senior managing director of FTI, to serve as the company's chief
restructuring officer.

Cathay Bank, a prepetition lender, is represented by Michael
Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel
Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard, Esq., at Kolesar & Leatham.

Martifer Solar Inc., the proposed DIP Lender, and ultimate parent
of the Debtors, is represented by Samuel A. Schwartz, Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc.

Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors.  The Committee has retained Pachulski Stang Ziehl &
Jones LLP's Bradford J. Sandler, Esq., Shirley S. Cho, Esq., Jason
Rosell, Esq., and Patricia Jeffries, Esq.; and Larson & Zirzow,
Matthew C. Zirzow, Esq., Zachariah Larson, Esq., and Carey
Shurtliff, Esq., as counsel.

                           *     *     *

Martifer Aurora Solar LLC intends to emerge from reorganization by
mid-July by selling the business.  The Debtors said they hope to
have a so-called stalking-horse bidder signed to a contract in
time for an auction in mid-June.  In court papers in May 2014, the
Debtors said FTI set May 15, 2014 as the deadline for the initial
letters of intent and has received four letters of interest.  The
Debtors said they are formulating the bidding procedures for an
auction sale under section 363 instead of a plan, and are in the
process of selecting their stalking horse bidder.


MCC FUNDING: Chapter 11 Case Dismissed, to Pay Trustee Fees
-----------------------------------------------------------
Bankruptcy Judge Martin Glenn dismissed the Chapter 11 case of MCC
Funding LLC, and ordered that the Debtor pay to the U.S. Trustee
the appropriate sum, if any.

As reported in the Troubled Company Reporter on May 1, 2014, the
Debtor has two secured creditors. It owes about $34.5 million to
Portigon AG, assignee to WestLB AG, which is secured by MCC
Funding's limited liability company interests.  It also owes
about $6.5 million plus interest to Northlight Asset Management
LLC, secured by a subordinate security interest in the same
collateral held by Portigon.

Scott A. Steinberg, Esq., in Uniondale, New York, related that MCC
Funding commenced its Chapter 11 cases to preserve the ability to
challenge a security interest perfected by Portigon and to seek a
resolution of its indebtedness. They have been in lengthy
negotiations to restructure the debt. Because those negotiations
were not completed by the 90th day after the December 30, 2013
perfection of Portigon's UCC filing, MCC Funding decided to file
for Chapter 11 while it simultaneously continued negotiations with
Portigon.

On April 16, 2014, MCC Funding and Portigon reached a settlement
which resolves the indebtedness and transfers Portigon's
collateral to its nominee. The net effect of the agreement is to
allow MCC Funding to receive value for its assets which are "under
water" by $40 million and resolve the entire obligation to
Portigon without the necessity and expense of having to file
Chapter 11 petitions for its seven non-debtor subsidiaries.

Mr. Steinberg explains that, based on the agreement, payment to
MCC Funding will not occur until the Chapter 11 case is dismissed.
In addition, some funds are being held back for claims that arise
in the 90 days after the settlement is effective. Thus, MCC
Funding wants the Chapter 11 case expeditiously dismissed so that
the 90-day period begins running.

MCC Funding LLC filed a bare-bones Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 14-10782) in Manhattan on March 24,
2014.  The New York-based company estimated $10 million to
$50 million in assets and liabilities.  Scott A. Steinberg, Esq.,
at Law Offices of Scott A. Steinberg, in Uniondale, New York,
serves as counsel.


MI PUEBLO: Creditors' Panel Hires Gordon Silver as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Mi Pueblo San
Jose, Inc. asks for permission from the U.S. Bankruptcy Court for
the Northern District of California to retain Gordon Silver as
counsel to the Committee, nunc pro tunc to May 1, 2014.

The professional services that Gordon Silver will provide to the
Committee include, but are not limited to, legal advice and
assistance in connection with:

   (a) the administration of the Debtor's estates;

   (b) the Committee's investigation of the acts, conducts, assets
       and liabilities, and financial condition of the Debtor;

   (c) all matters relating to any proposed disposition of assets
       or any plan of reorganization;

   (d) negotiations with the Debtor and creditors concerning any
       matter in this case;

   (e) applications for relief sought by the Debtor and other
       parties in interest;

   (f) appearance on behalf of Committee to support the
       Committee's position on various matters in the Debtor's
       case;

   (g) assisting, advising and representing the Committee in
       understanding its powers and its duties under the
       Bankruptcy Code and the Bankruptcy Rules and in performing
       other services as are in the interests of those represented
       by the Committee;

   (h) assisting, advising and representing the Committee in the
       evaluation of claims and evaluation of potential litigation
       matters;

   (i) coordination with other professionals retained by the
       Committee with respect to those matters that require legal
       and economic, business, market, or other related expertise;

   (j) commence and litigate any adversary actions or other
       litigation activity where necessary and appropriate to
       protect the interests of the unsecured creditors; and

   (k) performance of all other appropriate legal services for the
       Committee.

Gordon Silver will be paid at these hourly rates:

       Eric D. Goldberg               $625
       Danielle A. Pham               $325

Gordon Silver will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Eric D. Goldberg, shareholder of Gordon Silver, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

Gordon Silver can be reached at:

       Eric D. Goldberg, Esq.
       GORDON SILVER
       1888 Century Park East, 15th Floor
       Los Angeles, CA 90067
       Tel: (702) 796-5555
       Fax: (702) 369-2666
       E-mail: egoldberg@gordonsilver.com

                     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.


MMODAL HOLDINGS: U.S. Trustee Forms Three-Member Creditors Panel
----------------------------------------------------------------
William K. Harrington, U.S. Trustee for Region 2, has appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Legend Parent, Inc., et al.

The U.S. Trustee is represented by:

         Andrea B. Schwartz, Esq.
         U.S. Department of Justice
         Office of the United States Trustee
         U.S. Federal Office Building
         201 Varick Street, Room 1006
         New York, NY 10014
         Tel. (212) 510-0500

The Committee is consists of:

      1. US Bank National Association, as trustee
         Attn: Julie J. Becker, vice president
         Global Corporate Trust Services
         60 Livingston Avenue
         St. Paul, MN 55107
         Tel: (651) 466-5869
         E-mail: Julie.Becker@usbank.com

      2. Advanced Media, Inc.
         Attn: Masaki Honda, executive officer
         6F Sunshine City Bunka Kaikan
         3-1-4 Higashi-Ikebukuro
         Toshima-ku, Tokyo, Japan 170-8630
         Tel: +81-3-5958-1031
         E-mail: m-honda@advanced-media.co.jp

      3. Astor Crowne Plaza Hotel
         Attn: Jerry Hirschkorn, assistant general counsel
         c/o LNR Property LLC
         1140 Avenue of the Americas, 5th Floor
         New York, NY 10036
         Tel: (305) 695-5904
         E-mail: jhirschkorn@lnrproperty.com

                          About M*Modal

Headquartered in Franklin, Tennessee, M*Modal provides clinical
documentation solutions for the U.S. healthcare industry.  It has
operations in six countries and employs more than 9,900 employees,
most of whom are medical transcriptionists or medical editors.

M*Modal, a medical-services company owned by J.P. Morgan Chase
Co.'s private-equity arm, filed for Chapter 11 bankruptcy
protection, following a decline in sales and mounting debt.

MModal disclosed $627 million in total assets and $876 million in
total liabilities as of Feb. 28, 2014.  MModal Inc., in its
schedules, disclosed assets of $36,128,041 plus undetermined
amount, and liabilities of $808,089,536 plus undetermined amount.

Legend Parent Inc. and other M*Modal entities, including MModal
Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
14-10701) on March 20, 2014.  MModal Inc., disclosed assets of
$36,128,041 plus undetermined amount, and liabilities of
$808,089,536 plus undetermined amount.

The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal
North America, LLC, as restructuring advisor, Lazard Freres & Co
LLC as investment banker, Deloitte Tax LLP as tax advisor, and
Prime Clerk LLC as claims and noticing agent, and administrative
advisor.

The Joint Plan of Reorganization dated April 25, 2014, provides
that First Lien Claims will be allowed in the aggregate amount of
$507,680,532.  On the effective date, holders of First Lien Claim
will also receive their pro rata share of (i) the New Term Loan,
(ii) 93% of Reorganized Holdings Equity Interests, subject to
dilution solely on account of the New Warrants and Management
Stock Option Plan; and (iii) $8,197,801 in Cash.

Holders of Allowed General Unsecured Claims will receive their pro
rata share of (i) 7% of the Reorganized Holdings Equity Interests;
(ii) the New A Warrants and New B Warrants; and (iii) $617,039 in
Cash.

A Steering Committee for Secured Lenders under the Prepetition
Credit Agreement is represented by Richard Levy, Esq., at Latham &
Watkins LLP.  An Ad Hoc Committee of certain unaffiliated holders
of (i) the Term B loan under the Prepetition Credit Agreement and
(ii) Notes issued under the Indenture is represented by Michael
Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer &
Feld LLP.

The U.S. Trustee for Region 2 has appointed three members to the
Official Committee of Unsecured Creditors.  Kristopher M. Hansen,
Esq., Frank A. Merola, Esq., and Matthew G. Garofalo, Esq., at
Stroock & Stroock & Lavan LLP, in New York, serve as counsel to
the Committee.  Michael Diaz of FTI Consulting leads the team of
financial advisors to the Creditors' Committee.


MMODAL HOLDINGS: FTI Okayed as Panel's Financial Advisor
--------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Legend Parent,
Inc., et al., to retain FTI Consulting, Inc., as financial
advisor.

FTI is expected to, among other things:

   a. assist in the review of financial related disclosures
required by the Court, including the schedules of assets and
liabilities, the statement of financial affairs and monthly
operating reports;

   b. assist in the preparation of analyses required to assess any
proposed Debtor-In-Possession financing or use of cash collateral;
and

   c. assist with the assessment and monitoring of the Debtors'
short term cash flow, liquidity, and operating results.

Matthew Diaz, senior managing director with FTI, tells the Court
that the hourly rates charged by FTI professionals to be assigned
to the case are:

         Senior Managing Directors              $800 - $925
         Directors/Managing Directors           $580 - $765
         Consultants/Senior Consultants         $300 - $550
         Administrative/Paraprofessionals/
          Associates                            $125 - $250

Mr. Diaz assures the Court that FTI does not hold or represent any
interest adverse to the estate.

                          About M*Modal

Headquartered in Franklin, Tennessee, M*Modal provides clinical
documentation solutions for the U.S. healthcare industry.  It has
operations in six countries and employs more than 9,900 employees,
most of whom are medical transcriptionists or medical editors.

M*Modal, a medical-services company owned by J.P. Morgan Chase
Co.'s private-equity arm, filed for Chapter 11 bankruptcy
protection, following a decline in sales and mounting debt.

MModal disclosed $627 million in total assets and $876 million in
total liabilities as of Feb. 28, 2014.  MModal Inc., in its
schedules, disclosed assets of $36,128,041 plus undetermined
amount, and liabilities of $808,089,536 plus undetermined amount.

Legend Parent Inc. and other M*Modal entities, including MModal
Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
14-10701) on March 20, 2014.

The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal
North America, LLC, as restructuring advisor, Lazard Freres & Co
LLC as investment banker, Deloitte Tax LLP as tax advisor, and
Prime Clerk LLC as claims and noticing agent, and administrative
advisor.

The Joint Plan of Reorganization dated April 25, 2014, provides
that First Lien Claims will be allowed in the aggregate amount of
$507,680,532.  On the effective date, holders of First Lien Claim
will also receive their pro rata share of (i) the New Term Loan,
(ii) 93% of Reorganized Holdings Equity Interests, subject to
dilution solely on account of the New Warrants and Management
Stock Option Plan; and (iii) $8,197,801 in Cash.

Holders of Allowed General Unsecured Claims will receive their pro
rata share of (i) 7% of the Reorganized Holdings Equity Interests;
(ii) the New A Warrants and New B Warrants; and (iii) $617,039 in
Cash.

A Steering Committee for Secured Lenders under the Prepetition
Credit Agreement is represented by Richard Levy, Esq., at Latham &
Watkins LLP.  An Ad Hoc Committee of certain unaffiliated holders
of (i) the Term B loan under the Prepetition Credit Agreement and
(ii) Notes issued under the Indenture is represented by Michael
Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer &
Feld LLP.

The U.S. Trustee for Region 2 has appointed three members to the
Official Committee of Unsecured Creditors.  Kristopher M. Hansen,
Esq., Frank A. Merola, Esq., and Matthew G. Garofalo, Esq., at
Stroock & Stroock & Lavan LLP, in New York, serve as counsel to
the Committee.  Michael Diaz of FTI Consulting leads the team of
financial advisors to the Creditors' Committee.


MMODAL HOLDINGS: May 30 Fixed as General Claims Bar Date
--------------------------------------------------------
The Bankruptcy Court established May 30, 2014 at 5:00 p.m., as the
deadline for any individual or entity to file proofs of claim
against Legend Parent, Inc., et al.

Proofs of Claim must be (i) filed electronically with Prime Clerk
by submitting the electronic proof of claim form available at
http://cases.primeclerk.com/mmodal/EPOC-Indexor (ii) sent by
mail, overnight courier or hand delivery to:

         M*Modal Inc. Claims Processing
         c/o Prime Clerk LLC
         830 3rd Avenue, 9th Floor
         New York, NY 10022

                          About M*Modal

Headquartered in Franklin, Tennessee, M*Modal provides clinical
documentation solutions for the U.S. healthcare industry.  It has
operations in six countries and employs more than 9,900 employees,
most of whom are medical transcriptionists or medical editors.

M*Modal, a medical-services company owned by J.P. Morgan Chase
Co.'s private-equity arm, filed for Chapter 11 bankruptcy
protection, following a decline in sales and mounting debt.

MModal disclosed $627 million in total assets and $876 million in
total liabilities as of Feb. 28, 2014.  MModal Inc., in its
schedules, disclosed assets of $36,128,041 plus undetermined
amount, and liabilities of $808,089,536 plus undetermined amount.

Legend Parent Inc. and other M*Modal entities, including MModal
Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
14-10701) on March 20, 2014.

The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal
North America, LLC, as restructuring advisor, Lazard Freres & Co
LLC as investment banker, Deloitte Tax LLP as tax advisor, and
Prime Clerk LLC as claims and noticing agent, and administrative
advisor.

The Joint Plan of Reorganization dated April 25, 2014, provides
that First Lien Claims will be allowed in the aggregate amount of
$507,680,532.  On the effective date, holders of First Lien Claim
will also receive their pro rata share of (i) the New Term Loan,
(ii) 93% of Reorganized Holdings Equity Interests, subject to
dilution solely on account of the New Warrants and Management
Stock Option Plan; and (iii) $8,197,801 in Cash.

Holders of Allowed General Unsecured Claims will receive their pro
rata share of (i) 7% of the Reorganized Holdings Equity Interests;
(ii) the New A Warrants and New B Warrants; and (iii) $617,039 in
Cash.

A Steering Committee for Secured Lenders under the Prepetition
Credit Agreement is represented by Richard Levy, Esq., at Latham &
Watkins LLP.  An Ad Hoc Committee of certain unaffiliated holders
of (i) the Term B loan under the Prepetition Credit Agreement and
(ii) Notes issued under the Indenture is represented by Michael
Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer &
Feld LLP.

The U.S. Trustee for Region 2 has appointed three members to the
Official Committee of Unsecured Creditors.  Kristopher M. Hansen,
Esq., Frank A. Merola, Esq., and Matthew G. Garofalo, Esq., at
Stroock & Stroock & Lavan LLP, in New York, serve as counsel to
the Committee.  Michael Diaz of FTI Consulting leads the team of
financial advisors to the Creditors' Committee.


MMODAL HOLDINGS: First Amended Plan Filed
-----------------------------------------
BankruptcyData reported that MModal Holdings filed with the U.S.
Bankruptcy Court a First Amended Joint Plan of Reorganization and
related Disclosure Statement.

The Disclosure Statement, according to BData, provides that "the
Debtors estimate that there will approximately $4 - $7 million of
allowed administrative claims, $24.1 million of allowed
professional fee claims and $0.5 - $1 million of allowed priority
tax claims. In addition, general unsecured claims (including
noteholder claims) will receive a 1% - 8% recovery, with a
midpoint recovery of 3.4%. The Debtors estimate approximately
$277.3 million of allowed general unsecured Claims (including $266
million of allowed noteholder claims). Subordinated claimants will
receive no distribution under the Plan. The Disclosure Statement
further explains, "In addition to, or instead of the foregoing
transactions, the Debtors, subject to the prior written consent of
the First Lien Agent and the Required Consenting Holders, may, and
at the direction of the First Lien Agent and the Required
Consenting Holders, will, cause any of the Debtors or the
Reorganized Debtors to engage in additional corporate
restructuring transactions necessary or appropriate for the
purposes of implementing the Plan, including, without limitation,
converting corporate entities into limited liability companies,
forming new entities within the corporate organizational structure
of the Debtors or Reorganized Debtors, cancelling the existing
equity at another of the Debtor entities and issuing new equity
therefrom, merging, dissolving or transferring assets between or
among the Debtors and the Reorganized Debtors, including
Reorganized Holdings."

The Court scheduled a July 15, 2014 hearing to consider the Plan
and objections must be filed on or before July 3, 2014.

                        About M*Modal

Headquartered in Franklin, Tennessee, M*Modal provides clinical
documentation solutions for the U.S. healthcare industry.  It has
operations in six countries and employs more than 9,900 employees,
most of whom are medical transcriptionists or medical editors.

M*Modal, a medical-services company owned by J.P. Morgan Chase
Co.'s private-equity arm, filed for Chapter 11 bankruptcy
protection, following a decline in sales and mounting debt.

MModal disclosed $627 million in total assets and $876 million in
total liabilities as of Feb. 28, 2014.

Legend Parent Inc. and other M*Modal entities, including MModal
Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
14-10701) on March 20, 2014.

The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal
North America, LLC, as restructuring advisor, Lazard Freres & Co
LLC as investment banker, Deloitte Tax LLP as tax advisor, and
Prime Clerk LLC as claims and noticing agent, and administrative
advisor.

A Steering Committee for Secured Lenders under the Prepetition
Credit Agreement is represented by Richard Levy, Esq., at Latham &
Watkins LLP.  An Ad Hoc Committee of certain unaffiliated holders
of (i) the Term B loan under the Prepetition Credit Agreement and
(ii) Notes issued under the Indenture is represented by Michael
Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer &
Feld LLP.

The U.S. Trustee for Region 2 has appointed three members to the
Official Committee of Unsecured Creditors.  Kristopher M. Hansen,
Esq., Frank A. Merola, Esq., and Matthew G. Garofalo, Esq., at
STROOCK & STROOCK & LAVAN LLP, in New York, serve as counsel to
the Committee.  Michael Diaz of FTI Consulting leads the team of
financial advisors to the Creditors' Committee.


MOMENTIVE PERFORMANCE: Files Full-Payment Reorganization Plan
-------------------------------------------------------------
Momentive Performance Materials Inc. and its affiliated debtors
filed with the U.S. Bankruptcy Court for the Southern District of
New York their Joint Chapter 11 Plan of Reorganization and
accompanying Disclosure Statement on May 12, 2014.

The Plan is intended to enable the Debtors to continue present
operations without the likelihood of a subsequent liquidation or
the need for further financial reorganization.

The Plan, in general, provides for:

   (a) payment in full in Cash to the Debtors' general unsecured
       creditors (including trade creditors) and holders of
       claims arising from the Cash Flow Facility, First Lien
       Notes, and 1.5 Lien Notes (in each case, including accrued
       interest, but with regard to First Lien Notes and 1.5 Lien
       Notes, not including any premium or "make-whole" amount);

   (b) conversion of the Second Lien Notes into the new equity of
       Reorganized MPM, pursuant to the terms of the Plan and as
       described herein, subject to dilution by a management
       incentive plan and the Rights Offering Stock;

   (c) provides for subscription rights to holders of Second Lien
       Notes in the $600 million Rights Offerings, giving those
       holders the opportunity to purchase a percentage of the
       new Rights Offering Stock at a price per share determined
       by using the pro forma capital structure and an enterprise
       value of $2.2 billion and applying a 15% discount to the
       equity value thereto;

   (d) provides for a recovery to holders of the Holdings PIK
       Note in the amount of the Cash available at Holdings as of
       the effective date of the Plan, after taking into account
       administrative expenses; and

   (e) provides for no recovery to the holders of Senior
       Subordinated Notes on account of the subordination
       provisions set forth in the Senior Subordinated Indenture.

Pursuant to the Backstop Commitment Agreement, the Backstop
Parties have agreed to backstop the Rights Offerings in exchange
for a fee, payable in Rights Offering Stock (or, if the Backstop
Commitment Agreement is terminated under certain circumstances, in
Cash), of an additional 5% of the Rights Offering Amount.

              RSA and Backstop Commitment Agreement

The Restructuring Support Agreement is the lynchpin of the
Debtors' restructuring.  In the period leading up to the Petition
Date, the Debtors negotiated the terms of the Plan with the Plan
Support Parties, who together hold approximately 85% of the Second
Lien Notes who ultimately entered into the RSA.  Pursuant to the
RSA, the Debtors and the Plan Support Parties agreed to support a
pre-negotiated plan of reorganization, consistent with the term
sheet annexed to the RSA, which served as the basis for the Plan.
The RSA was designed to implement a comprehensive balance sheet
restructuring that will solve the Debtors' liquidity issues,
significantly reduce the Debtors' funded indebtedness, and allow
the Debtors to navigate through their reorganization process
efficiently and expeditiously.

In conjunction with the RSA, the Plan Support Parties and the
Debtors entered into the Backstop Commitment Agreement, whereby
the Plan Support Parties have agreed to backstop the Rights
Offerings for the Debtors' New Common Stock, subject to the terms
therein.

A motion seeking authority for the Debtors to assume the RSA and
enter into the Backstop Commitment Agreement was filed on May 9,
2014.  A hearing to consider the approval of the motion is
currently scheduled for June 19, 2014.

            Corporate Existence and Vesting of Assets

Except as otherwise provided in the Plan, the Debtors will
continue to exist after the Effective Date as Reorganized Debtors.
On or after the Effective Date, each Reorganized Debtor, in its
discretion, may take action as permitted by applicable law and
that Reorganized Debtor's organizational documents, as the
Reorganized Debtor may determine is reasonable and appropriate.

                          Plan Funding

The Plan Distributions to be made in Cash under the terms of the
Plan will be funded from: (a) the Debtors' Cash on hand as of the
Effective Date; (b) the proceeds of the New First Lien Term Loan;
(c) the proceeds of the Rights Offerings; (d) the proceeds of the
New ABL Facility and (e) the proceeds of the Incremental Facility,
to the extent necessary.

The New First Lien Term Loan is the first lien term loan facility,
which will be in the original principal amount of $1 billion and
will be funded by the New First Lien Lenders on the Effective
Date.

The New ABL Facility is the exit asset-based revolving loan
facility provided under the New ABL Credit Agreement as of the
Effective Date.

The Incremental Facility is a new [second lien] facility, which
the Debtors will enter into as of the Effective Date to the extent
that the 1.5 Lien Note Claims are paid in Cash pursuant to the
Plan.

       Cancellation of Existing Securities and Agreements

Except for the purpose of evidencing a right to distribution under
the Plan, including the enforcement of any subordination and "pay
over" provisions in the Senior Subordinated Notes Indenture, and
except as otherwise set forth in the Plan, on the Effective Date
all agreements, instruments, and other documents evidencing any
Claim or Interest, other than Intercompany Interests, and any
rights of any holder in respect thereof, will be deemed cancelled,
discharged and of no force or effect.

                       Boards of Directors

On the Effective Date, the initial board of directors of each of
the Reorganized Debtors, Intermediate HoldCo and Top HoldCo will
consist of those individuals identified in the Plan Supplement,
selected in accordance with the terms set forth in the RSA.

Intermediate HoldCo is a newly formed Delaware corporation, which
will be the direct parent of Reorganized MPM following the
transactions effectuated pursuant to the Plan.

Top HoldCo is a newly formed Delaware corporation, which will be
the direct parent of Intermediate HoldCo following the
transactions effectuated pursuant to the Plan.

                           Management

As of the Effective Date, the Chief Executive Officer, Chief
Financial Officer, General Counsel and other management positions,
if any, to be determined with the consent of the Requisite
Investors, of the Reorganized Debtors will consist of those
individuals selected by and acceptable to the Requisite Investors,
as set forth in the Plan Supplement.

                     Intercompany Interests

No Intercompany Interests will be cancelled pursuant to the Plan,
and all Intercompany Interests will be unaffected by the Plan and
continue in place following the Effective Date, solely for the
administrative convenience of maintaining the existing corporate
structure of the Debtors and the Reorganized Debtors.

                  Disclosure Statement Hearing

A hearing will be held on June 19, 2014, at 10:00 a.m. Eastern
Time, to consider the approval of the Disclosure Statement, and to
establish the date of the hearing on confirmation of the Plan.

Objections, if any, to the approval of the Disclosure Statement
are due on June 12, 2014.

                   About Momentive Performance

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

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

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

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

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

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases.


MOMENTIVE PERFORMANCE: Hires AlixPartners as Restructuring Advisor
------------------------------------------------------------------
Momentive Performance Materials Inc. and its debtor-affiliates
seek authorization from the U.S. Bankruptcy Court for the Southern
District of New York to employ AlixPartners, LLP as restructuring
advisor, nunc pro tunc to Apr. 13, 2014 petition date.

AlixPartners has agreed to:

   (a) assist the Debtors with information and analyses required
       pursuant to the Debtors' post-petition and exit financing;

   (b) assist the Debtors in responding to and tracking calls
       received from suppliers in a vendor communications center,
       including the production of various management reports
       reflecting call center activity and in maintaining vendor
       support;

   (c) assist the Debtors in the preparation of financial related
       disclosures as may be required by this Court, including the
       Schedules of Assets and Liabilities, the Statement of
       Financial Affairs, and Monthly Operating Reports;

   (d) assist the Debtors in the identification of executory
       contracts and unexpired leases and the performing of
       cost/benefit evaluations with respect to the assumption or
       rejection of each as necessary;

   (e) provide assistance with implementation of court orders;

   (f) assist the Debtors in claims processing, analysis, and
       reporting, including plan classification modeling and claim
       estimation;

   (g) participate in meetings and provide support to the Debtors
       and their other professional advisors in negotiations with
       potential investors, banks and other secured lenders, the
       statutory creditors' committee appointed in these chapter
       11 cases, the U.S. Trustee, other parties-in-interest, and
       professionals hired by the same, as requested;

   (h) assist in developing accounting and operating procedures to
       segregate prepetition and post-petition business
       transactions;

   (i) assist in the evaluation and analysis of avoidance actions,
       including fraudulent conveyances and preferential
       transfers;

   (j) advise senior management and the Board of Directors in the
       negotiation and implementation of restructuring initiatives
       and evaluation of strategic alternatives;

   (k) assist in developing and implementing cash management
       strategies, tactics and processes including developing a
       short-term cash flow forecasting tool and related
       methodologies;

   (l) assist in communication and negotiation with outside
       constituents, including the banks and their advisors;

   (m) render testimony, as requested from time to time, regarding
       any of the matters to which AlixPartners is providing
       services;

   (n) assist the Debtors with plan distribution activities;

   (o) assist with the preparation of information and analysis
       necessary for the confirmation of a plan of reorganization
       in these chapter 11 cases, including information contained
       in the disclosure statement; and

   (p) render other restructuring and general business consulting
       or other assistance for the Debtors or the Debtors'
       subsidiaries and affiliates as the Debtors' management or
       counsel may request, that are not duplicative of services
       provided by other professionals retained in these cases.

AlixPartners will be paid at these hourly rates:

       Managing Director                    $875-$1,010
       Director/Vice President              $490-$815
       Associate/Analyst/Paraprofessional   $220-$435

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

According to AlixPartners' books and records, during the 90-day
period prior to the petition date, AlixPartners received retainers
and payments totaling $2,540,840 in the aggregate for professional
services performed and expenses incurred.  AlixPartners' current
estimate is that it has received unapplied advance payments from
the Debtors in excess of prepetition billings in the amount of
$300,000.  The Debtors and AlixPartners have agreed that any
portion of the Retainer not used to compensate AlixPartners for
its prepetition services and expenses will be held and applied
against its final post-petition billing and will not be placed in
a separate account.

The remainder of the Retainer will constitute an evergreen
retainer as security for postpetition services and expenses.

Randall S. Eisenberg, managing director of AlixPartners, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

AlixPartners can be reached at:

       Randall S. Eisenberg
       ALIXPARTNERS, LLP
       40 West 57th Street, 29th Floor
       New York, NY 10019
       Tel: (646) 428-9127
       Fax: (212) 490-1344
       E-mail: reisenberg@alixpartners.com

                    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 in the case.


MOMENTIVE PERFORMANCE: Taps Kurtzman Carson as Admin. Agent
-----------------------------------------------------------
Momentive Performance Materials Inc. and its debtor-affiliates ask
for permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Kurtzman Carson Consultants LLC as
administrative agent, nunc pro tunc to Apr. 13, 2014 petition
date.

The Debtors seek to retain Kurtzman Carson to provide, among other
things, these bankruptcy administrative services, if and to the
extent requested:

   (a) assist with, among other things, solicitation, balloting,
       tabulation and calculation of votes, as well as preparing
       any appropriate reports, as required in furtherance of
       confirmation of plans of reorganization;

   (b) generate an official ballot certification and testifying,
       if necessary, in support of the ballot tabulation results;

   (c) gather data in conjunction with the preparation, and assist
       with the preparation, of the Debtors' schedules of assets
       and liabilities and statements of financial affairs;

   (d) manage and coordinate any distributions pursuant to a
       confirmed plan of reorganization or otherwise; and

   (e) provide such other processing, solicitation, balloting and
       other administrative services described in the Agreement,
       but not included in the Section 156(c) Application, as may
       be requested from time to time by the Debtors, the Court or
       the Clerk.

Kurtzman Carson will be compensated in accordance with and will
file interim and final fee applications for allowance of its
compensation and expenses.  The firm also will be subject to
sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules,
the Local Rules, the Amended Order Establishing Procedures for
Monthly Compensation and Reimbursement of Expenses of
Professionals, dated December 21, 2010, the Administrative Order
Re Amended Guidelines for Fees and Disbursements for Professionals
in Southern District of New York Bankruptcy Cases, dated Jan. 29,
2013, and the U.S. Trustee Fee Guidelines.

Kurtzman Carson will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Prior to the petition date, and as disclosed in the Section 156(c)
Application, the Debtors provided Kurtzman Carson with a retainer
in the amount of $25,000.  Kurtzman Carson will apply any
remaining amounts of its prepetition retainer as a credit toward
post-petition fees and expenses, after such post-petition fees and
expenses are approved pursuant to the first order of the Court
awarding fees and expenses to Kurtzman Carson.

Evan J. Gershbein, senior vice president of Corporate
Restructuring Services at Kurtzman Carson, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Kurtzman Carson can be reached at:

       Drake D. Foster
       KURTZMAN CARSON CONSULTANTS LLC
       2335 Alaska Avenue
       El Segundo, CA 90245
       Tel: (310) 823-9000
       Fax: (310) 823-9133
       E-mail: dfoster@kccllc.com

                    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: Hires Moelis & Co. as Investment Banker
--------------------------------------------------------------
Momentive Performance Materials Inc. and its debtor-affiliates ask
for authorization from the U.S. Bankruptcy Court for the Southern
District of New York to employ Moelis & Company LLC as investment
banker and financial advisor, nunc pro tunc to Apr. 13, 2014
petition date.

The Debtors require Moelis & Company to:

   (a) assist the Debtors in reviewing and analyzing the Debtors'
       results of operations, financial condition and business
       plan;

   (b) assist the Debtors in reviewing and analyzing a potential
       Restructuring;

   (c) assist the Debtors in negotiating a Restructuring; and

   (d) provide such other investment banking and financial
       advisory services in connection with a Restructuring as
       Moelis & Company and the Debtors may mutually agree upon.

Specifically, the Engagement Letter provides for this Fee
Structure:

   -- Monthly Fee: $150,000 per month (the "Monthly Fee"), payable
      in advance of each month.  The Debtors will pay the Monthly
      Fee prior to each monthly anniversary of the date of the
      Engagement Letter; in this case, on the 4th of each month.
      Whether or not a Restructuring occurs, Moelis shall earn and
      be paid the Monthly Fee every month during the term of the
      Engagement Letter.  Beginning with the seventh Monthly Fee,
      50% of each Monthly Fee shall be offset, to the extent
      previously paid, or credited, if not yet paid, against the
      Restructuring Fee.

   -- Restructuring Fee: $6,000,000 upon the closing of a
      Restructuring.

   -- Pre-arranged Plan: Pursuant to the terms of the Engagement
      Letter, 50% of the Restructuring Fee was earned by Moelis
      and paid by the Debtors prior to commencement of the
      Bankruptcy Case, and the remaining 50% of the Restructuring
      Fee shall be earned by Moelis and paid by the Debtors upon
      consummation of the Pre-arranged Plan, provided that if
      confirmation of such Plan is denied, then Moelis shall
      refund to the Debtors any portion of the Restructuring Fee
      paid to Moelis prior to the commencement of the Bankruptcy
      Case.

According to the Debtors' books and records, during the 90-day
period prior to the Petition Date, Moelis received $970,855 from
the Debtors for compensation and reimbursement of expenses.  As of
the petition date, the Debtors do not owe Moelis any fees for
services performed or expenses incurred under the Engagement
Letter in excess of $25,000, which Moelis is holding on account
for prepetition expenses incurred in connection with the
Engagement Letter.

William Q. Derrough, managing director of Moelis & Company,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

Moelis & Company can be reached at:

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

                    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: $570-Mil. DIP Loan Has Final Approval
------------------------------------------------------------
Judge Robert D. Draine of the U.S. Bankruptcy Court for the
Southern District of New York gave MPM Silicones, LLC, et al.,
final authority to obtain debtor-in-possession financing in the
aggregate principal amount of $570 million from JPMorgan Chase
Bank, N.A., as administrative agent and collateral agent for the
DIP ABL Lenders, and J.P. Morgan Securities LLC, Citigroup Global
Markets Inc. and Credit Suisse Securities (USA) LLC as arrangers.

The DIP Financing consists of (i) an asset-based revolving
facility in the aggregate principal amount of $270 million,
consisting of a last-in, first-out tranche in an aggregate
principal amount of $200 million, and a first-in, last-out tranche
in an aggregate principal amount of $70 million, and (ii) a term
loan facility in the aggregate principal amount of  $300 million.

Judge Drain denied objections to the DIP Motion that have not been
withdrawn, waived, resolved or settled.  Unsecured creditors,
including Aurelius Capital Management, objected to the approval of
the DIP Motion, complaining that the deal will threaten their
recoveries, Nick Brown, writing for Reuters, reported.  The
Reuters report noted that the fight is less about the financing
than being a precursor to a potentially contentious battle in the
coming months over Momentive's restructuring.

                   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.


MONTREAL MAINE: Lawyers, Consultants Seek $3 Million in Fees
------------------------------------------------------------
Whit Richardson, writing for Press Herald, reported that several
professionals have filed applications for payment of nearly $3
million in fees and reimbursement of expenses for work rendered in
the Chapter 11 case of Montreal, Maine & Atlantic Railway:

     1. Robert Keach, a bankruptcy attorney at Portland-based
Bernstein Shur, and who serves as Chapter 11 trustee for the
Montreal, Maine & Atlantic Railway, has requested $792,740.15 in
compensation and expenses.  Mr. Keach is working on his own behalf
and that fee would go to him, not his firm.

     2. Bernstein Shur requested $1,047,697.82 in compensation and
reimbursement of expenses for providing Mr. Keach and the railroad
with legal services throughout the bankruptcy proceeding.

     3. Portland-based law firm Verrill Dana requested $65,126.48
for similar work.

     4. Chicago-based Development Specialists Inc. is requesting
$733,700.31 in compensation and reimbursement of expenses for
acting as Mr. Keach's financial adviser.

     5. New York-based Gordian Group is requesting $276,562.37 in
compensation and reimbursement of expenses for providing
investment banking services to Keach and MM&A.

A hearing before Judge Louis Kornreich of the U.S. Bankruptcy
Court in Bangor, Maine, has been set for June 10.

                       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.


MONTREAL MAINE: Professional Fees Nearly $3 Million in Bankruptcy
-----------------------------------------------------------------
Whit Richardson, writing for Portland Press Herald, reported that
Robert Keach, trustee for the bankrupt Montreal, Maine & Atlantic
Railway and the lawyers and consultants working on his behalf are
asking a federal bankruptcy judge to approve nearly $3 million in
compensation and reimbursement of expenses, which would come out
of the railroad's estate, for their work bringing the railroad
this far through Chapter 11 bankruptcy proceedings.

According to the report, Mr. Keach, a bankruptcy attorney at
Portland-based Bernstein Shur, has requested $792,740 in
compensation and expenses for serving as the railroad's trustee
during the bankruptcy case.  In a separate request, Bernstein Shur
requested $1,047,697 in compensation and reimbursement of expenses
for providing the trustee and the railroad with legal services
throughout the bankruptcy proceeding, the report related.
Portland-based law firm Verrill Dana has requested $65,126 for
similar work, the report further related.

Chicago-based Development Specialists Inc. is requesting $733,700
in compensation and reimbursement of expenses for acting as Mr.
Keach's financial adviser during the bankruptcy proceeding and his
efforts to sell the railroad, while New York-based Gordian Group
is requesting $276,562 in compensation and reimbursement of
expenses for providing investment banking services to Mr. Keach
and MM&A, the report said.

                       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.


NET TALK.COM: Late Filed Quarterly Report Shows $611,000 Q1 Loss
----------------------------------------------------------------
Net Talk.com, on May 21, 2014, filed with the U.S. Securities and
Exchange Commission its quarterly report for the period ended
March 31, 2014.  Prior to the Form 10-Q filing, the Company
delivered to the SEC a Notification of Late Filing on Form 12b-25
with respect to the subject Quarterly Report.

"We are working with our independent accountants to complete our
annual financial statements and footnote disclosures to be
included as integral part of Form 10-Q.  We need additional time
to properly complete the audit and final preparation of Form
10-Q," the Company stated.

Net Talk.com reported a net loss of $611,051 on $1.17 million of
net revenues for the three months ended March 31, 2014, as
compared with a net loss of $1.60 million on $1.55 million of net
revenues for the same period last year.

The Company's balance sheet at March 31, 2014, showed $4.95
million in total assets, $11.92 million in total liabilities and a
$6.97 million total stockholders' deficit.

"As of March 31, 2014, our cash and cash equivalents were $289,311
compared to $76,791 at December 31, 2013 and March 31, 2014, we
had negative working capital of $2,901,450 compared to $4,899,826
at December 31, 2013.  The improvement is due to the reduction in
accounts payable related to the Telestrata transaction which
converted approximately $930,000 from accounts payable to note
payable to Telestrata," the Company said in the filing.

                        About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

Net Talk.com a net loss of $4.78 million on $6.02 million of net
revenues for the year ended Dec. 31, 2013, as compared with a net
loss of $14.71 million on $5.79 million of net revenues in 2012.

Zachary Salum Auditors P.A., in Miami, 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 incurred significant recurring losses from
operations, its total liabilities exceeds its total assets, and is
dependent on outside sources of funding for continuation of its
operations.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.

                         Bankruptcy Warning

"We have not sustained profits and our losses could continue.
Without sufficient additional capital to repay our indebtedness or
continue operations, we may be required to significantly scale
back our operations, significantly reduce our headcount, seek
protection under the provisions of the U.S. Bankruptcy Code,
and/or discontinue many of our activities which could negatively
affect our business and prospects.  Our current capital raising
efforts may not be successful in raising additional capital on
favorable terms, or at all," the Company said in the 2013 Annual
Report.


NEW CENTURY TRS: Christine Konar Claim Disallowed
-------------------------------------------------
In the Chapter 11 case of New Century TRS Holdings, Inc.,
Bankruptcy Judge Kevin J. Carey denied the Motion of Christine
Konar, pro se, to Consider Proof of Claim Timely Filed, and (ii)
Motion to Amend Proof of Claim.  Ms. Konar's Claim No. 4144 is
disallowed as untimely.  A copy of the Court's May 23 Order is
available at http://is.gd/IdCPz0from Leagle.com.

                       About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.   The Company was
among firms hit by the collapse of the subprime mortgage business
industry in 2006.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they disclosed total assets
of $36,276,815 and total debts of $102,503,950.

The Company sold its assets in transactions approved by the
Bankruptcy Court.

The Bankruptcy Court confirmed the Second Amended Joint Chapter 11
Plan of Liquidation of the Debtors and the Official Committee of
Unsecured Creditors on July 15, 2008, which became effective on
Aug. 1, 2008.  An appeal was taken and, on July 16, 2009, District
Judge Sue Robinson issued a Memorandum Opinion reversing the
Confirmation Order.  On July 27, 2009, the Bankruptcy Court
entered an Order Granting Motion of the Trustee for an Order
Preserving the Status Quo Including Maintenance of Alan M. Jacobs
as Liquidating Trustee, Plan Administrator and Sole Officer and
Director of the Debtors, Pending Entry of a Final Order Consistent
with the District Court's Memorandum Opinion.

On Nov. 20, 2009, the Court entered an Order confirming the
Modified Second Amended Joint Chapter 11 Plan of Liquidation.  The
Modified Plan adopted, ratified and confirmed the New Century
Liquidating Trust Agreement, dated as of Aug. 1, 2008, which
created the New Century Liquidating Trust and appointed Alan M.
Jacobs as Liquidating Trustee of New Century Liquidating Trust and
Plan Administrator of New Century Warehouse Corporation.


OGX PETROLEO: Announces Changes to Restructuring Plan
-----------------------------------------------------
Luciana Magalhaes, writing for The Wall Street Journal, reported
that Oleo e Gas Participacoes SA, formerly known as OGX Petroleo e
Gas Participacoes SA, announced on May 23 changes to its
restructuring plan, placing in the spotlight a $1 billion put
option that the owner, former billionaire Eike Batista, never
repaid.

According to the report, Rio de Janeiro-based OGP, filed for
bankruptcy protection in October 2013. In December, creditors
accepted a restructuring plan that would have canceled the put
option, the report related.  But, in March, prosecutors, who are
investigating Mr. Batista for alleged financial crimes, objected
and claimed it wasn't up to the creditors to decide if Mr.
Batista's previous commitment should be canceled, the report
further related.

The oil firm submitted to Brazilian regulators a revised plan that
says creditors will abide by the ruling of an independent panel
that will decide on the legality of the canceled put option, the
report said.

Based in Rio de Janeiro, Brazil, OGX Petroleo e Gas Participacoes
S.A., now known as Oleo e Gas, is an independent exploration and
production company with operations in Latin America.

OGX filed for bankruptcy in a business tribunal in Rio de Janeiro
on Oct. 30, 2013, case number 0377620-56.2013.8.19.0001.  The
bankruptcy filing puts $3.6 billion of dollar bonds into default
in the largest corporate debt debacle on record in Latin America.
The filing by the oil company that transformed Eike Batista into
Brazil's richest man followed a 16-month decline that wiped out
more than $30 billion of his personal fortune.

The filing, which in Brazil is called a judicial recovery, follows
months of negotiations to restructure the dollar bonds, in which
OGX sought to convert debt to equity and secure as much as $500
million in new funds. OGX said Oct. 29 that the talks concluded
without an agreement. The company's cash fell to about $82 million
at the end of September, not enough to sustain operations further
than December.



OHCMC-OSWEGO: Judge to Hold Disclosure Statement Hearing May 29
---------------------------------------------------------------
U.S. Bankruptcy Judge Carol Doyle is set to hold a hearing on May
29 to consider the request of OHCMC-Oswego LLC to conditionally
approve the outline of its proposed liquidating plan.

OHCMC-Oswego on May 7 filed its plan, which proposes to sell
substantially all of its assets to a buyer with the highest offer
for the assets.

Included in the sale are the company's real properties in Oswego,
Illinois.  The properties are subject to the security interests of
PNC Bank, N.A. and BMO Harris Bank, N.A.

The value of the real properties is unknown but OHCMC-Oswego has
received an offer from L.B. Anderson Construction, Inc. to buy
them for $11.75 million.

OHCMC-Oswego will use the proceeds of the sale to pay the secured
claims of PNC Bank and BMO Harris as well as priority tax claims
approved by a bankruptcy court.  Together, the banks assert more
than $22.9 million.

The company will conduct a bidding process for the real
properties, under which interested buyers are required to submit
their bids no later than 10 days after the court approves the
liquidating plan.

An auction will be held on the fifth business day after the bid
deadline if the company receives qualified bids for the assets.
L.B. Anderson's $11.75 million offer will serve as the "stalking
horse" bid or the lead bid at the auction, which will take place
at the offices of Freeborn & Peters LLP, in Chicago, Illinois.

The liquidating plan also calls for pro rata payment to unsecured
claims, which consist of general unsecured claims, OHCMC LLC's
claim, and deficiency claims or those portions of BMO's and PNC's
claims that exceed the value of their collateral.

OHCMC-Oswego's estimated percentage of recovery of the unsecured
claims is 0.20%.  The company will use the money held in an escrow
account with the Village of Oswego to pay unsecured claims.

Meanwhile, OHCMC-Oswego's equity securities will be canceled, the
holders of which will receive no distributions on account of their
interests in the company, according to the plan.

                   July 30 Confirmation Hearing

Separately, OHCMC-Oswego asked Judge Doyle to approve its proposed
procedures for soliciting votes and for voting on the liquidating
plan.  The company proposes a July 14 deadline for voting on the
plan.

Judge Gross will hold a joint hearing on July 30 to consider
approval of the disclosure statement and confirmation of the
liquidating plan. Objections are due by July 14.

                        About OHCMC-Oswego

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

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

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


OHCMC-OSWEGO: Secured Creditors Oppose CBRE's 4% Sale Commission
----------------------------------------------------------------
OHCMC-Oswego LLC's secured creditors have criticized the company's
proposal to pay CBRE Inc. a 4% commission of the gross sale price
of its real properties.

The company filed an application last month to hire CBRE in which
it proposed to pay the firm a 4% sale commission and requested
that the firm be exempted from filing a fee application.

Secured creditor PNC Bank N.A., which holds security interests in
one of the real properties to be sold, sees the 4% sale commission
to CBRE as "quite excessive."

"A four percent sale commission to CBRE without any cooperating
brokers being involved is quite excessive," said the bank's
lawyer, Francis Pendergast, III, Esq., at Crowley & Lamb P.C., in
Chicago, Illinois.

A lawyer for BMO Harris Bank N.A. said the commission "may well be
out of proportion to the value of services to be performed by
CBRE."

"A proper exercise of the debtor's business judgment should
include a lower commission if, in the circumstances of this case,
there is no cooperating broker," said Michael Benz, Esq., at
Chapman and Cutler LLP, in Chicago, Illinois.

Both banks also oppose the company's bid to exempt CBRE from
filing a fee application if it gets hired.

PNC Bank and BMO Harris hold security interests in OHCMC-Oswego's
real properties located in Oswego, Illinois.  The company plans to
sell those properties as part of its liquidating plan in which it
proposes to use the proceeds of the sale to pay its loans from the
banks.

U.S. Bankruptcy Judge Carol Doyle will hold a hearing on May 29 to
consider OHCMC-Oswego's request to employ CBRE.

                        About OHCMC-Oswego

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

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

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


OPTIM ENERGY: Court Approves KPMG LLP as Independent Auditors
-------------------------------------------------------------
Optim Energy, LLC sought and obtained permission from the Hon.
Brendan L. Shannon of the U.S. Bankruptcy Court for the District
of Delaware to employ KPMG LLP as independent auditors, nunc pro
tunc to Feb. 12, 2014.

KPMG will provide audit services as KPMG and the Debtors shall
deem appropriate and feasible in order to advise the Debtors in
the course of these cases, including, but not limited to the
following:

   (a) audit the consolidated financial statements in accordance
       with auditing standards;

   (b) perform tests of the accounting records and such other
       procedures, as KPMG considers necessary under the
       circumstances, to provide a reasonable basis for KPMG's
       opinion on the consolidated financial statements;

   (c) issue a written report and provide to the Debtors' board of
       directors;

   (d) consider the Debtors' internal control in order to
       determine the nature, timing, and extent of KPMG's audit
       procedures for the purpose of expressing an opinion on the
       consolidated financial statements and not to provide
       assurance on internal control;

   (e) read minutes of audit committee meetings for consistency
       with KPMG's understanding of the communications made to the
       audit committee and determine that the audit committee has
       received copies of all material written communications
       between the Debtors and KPMG; and

   (f) research and consult on special business or financial
       issues.

The Engagement Letter contemplates KPMG will perform an audit of
Optim Energy's balance sheets as of Dec. 31, 2013, and the related
statements of operations, changes in members' equity, and cash
flows for the period ended Dec. 31, 2013 (the "In-Scope
Services").  KPMG estimated its fees for these In-Scope Services
would be between $205,000 and $215,000, based on the level of
experience of the individuals who are expected to perform the
services.  Prior to the Petition Date, KPMG had received $215,000
in payments for the In-Scope Services.

KPMG also had incurred not less than $10,267 in expenses prior to
the Petition Date. However, KPMG does not plan to seek any further
payment for fees or expenses related to the In-Scope Services.

The Engagement Letter also provides that: "Fees for special audit-
related projects including accounting and tax research or
consultation will be billed separately at 50% of standard rates
plus all applicable expenses."

KPMG has notified the Debtors that it will expend additional hours
this year providing the Debtors additional consultation, research
and accounting services on account of the chapter 11 filing (the
"Out-of-Scope Services"). KPMG estimates its fees for these Out-
of-Scope Services will be less than $60,000.

The Debtors have agreed to compensate KPMG for rendering the Out-
of-Scope Services at a discount of approximately 50% from KPMG's
normal and customary hourly rates.  The discounted hourly rates
for Out-of-Scope Services to be rendered by KPMG are:

       Partners                $400-$488
       Senior Managers         $325-$425
       Managers                $275-$375
       Senior Associates       $225-$275
       Associates              $138-$163
       Para-Professionals      $50-$63

KPMG LLP will also be reimbursed for reasonable out-of-pocket
expenses incurred.

About $175,267 of the estimated fee for the In-Scope Services was
paid by the Debtors during the 90-day period prior to the petition
date.

David K. Ellerbeck, partner at KPMG LLP, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

KPMG LLP can be reached at:

       David K. Ellerbeck
       KPMG LLP
       1601 Market Street
       Philadelphia, PA 19103-2499
       Tel: +1 (267) 256-7000
       Fax: +1 (267) 256-7200

                     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.


OPTIM ENERGY: Court Okays Hiring of Deloitte Tax as Advisor
-----------------------------------------------------------
Optim Energy, LLC sought and obtained permission from the Hon.
Brendan L. Shannon of the U.S. Bankruptcy Court for the District
of Delaware to employ Deloitte Tax LLP as tax advisor, nunc pro
tunc to Mar. 24, 2014.

The Debtors require Deloitte Tax to:

   (a) prepare services for Optim Energy Federal Schedule C
       "Profit or Loss from Business (Sole Proprietorship)" and
       the Texas Franchise Report (Form 05-158 A/B) for the 2013
       accounting year;

   (b) assist in calculating 2013 estimated taxable income for
       Optim Energy; and

   (c) miscellaneous tax consulting services as requested by the
       Debtors and as agreed to by Deloitte Tax.

Deloitte Tax will be paid at these hourly rates:

       National Partner/Principal/Director     $1,075
       Partner/Principal/Director              $985
       Senior Manager                          $865
       Manager                                 $745
       Senior                                  $620
       Staff                                   $500

The fees for preparation of the Schedule C reporting information,
including the preparation of estimate and tax depreciation, other
than for services related to assessing the applicability of the
reportable transaction provisions, if any are estimated to be
between $20,000 and $25,000.

These services will be based on the hours actually expended by
each assigned staff member at each staff member's hourly billing
rate which will be billed at Deloitte Tax's applicable standard
hourly rates, not to exceed $25,000 at such rates.

Additionally, unless a separate engagement letter is entered into,
miscellaneous tax services, if any, will be billed at
approximately 65% of Deloitte Tax's applicable standard hourly
rates as follows:

       National Partner/Principal/Director     $700
       Partner/Principal/Director              $640
       Senior Manager                          $560
       Manager                                 $485
       Senior                                  $400
       Staff                                   $300

Deloitte Tax will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Deloitte Tax currently holds $25,000 as a retainer for post-
petition services and reimbursable expenses under the Engagement
Letter.

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

Deloitte Tax can be reached at:

       Thomas Kelley
       DELOITTE TAX LLP
       100 S. Charter St., 12th Floor
       Baltimore, MD 21201-2713
       Tel: +1 (410) 576-6700

                     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.


OUTLAW RIDGE: Cadence Files Limited Objection to Hirings
--------------------------------------------------------
Cadence Bank, a national banking association and as successor-in-
interest to Superior Bank, tells the U.S. Bankruptcy Court for the
Middle District of Florida that it does not object to the
employment of either Bush Ross, P.A., or Hobby & Hobby, P.A.

Outlaw Ridge, Inc., and Outlaw Ridge, LLC, listed Cadence Bank,
N.A., at 4350 W Cypress St., Suite 702, Tampa FL, as their largest
unsecured creditor holding a claim of $2,969,973.

The Debtors have asked the Court for permission to employ Bush
Ross, P.A. and Adam Lawton Alpert, Esq., a shareholder of the
firm, as their general bankruptcy counsel.  They also want to
employ Hobby & Hobby, P.A., as special land use counsel.

Andrew M. Brumby, Esq., at Shutts & Bowen LLP, in Orlando, Florida
-- abrumby@shutts.com -- contends that Cadence, however, filed a
limited objection to place the Debtors' and their proposed
professionals on notice that Cadence objects to the payment of
these professionals, or any other bankruptcy professional, from
Cadence's cash collateral if the services of the professionals do
not directly correlate to the protection of Cadence's security
interests and collateral.

                        About Outlaw Ridge

Outlaw Ridge, Inc., operates a sand and lime rock mine in Pasco
County, Florida.  Outlaw Ridge, LLC, owns several parcels of
property in Pasco County that is holding for residential
development.  The two entities are owned and controlled by John M.
Dalfino and John T. Steger.

Outlaw Ridge Inc. and Outlaw Ridge, LLC sought Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case Nos. 14-04400 and 14-
04401) on April 21, 2014, in Tampa, Florida.

The Debtors are seeking joint administration of their Chapter 11
cases.

Adam L Alpert, Esq., at Bush Ross P.A., in Tampa, serves as the
Debtors' counsel.

OR LLC disclosed $1.36 million in total assets and $2.97 million
in liabilities while OR Inc. disclosed $15.4 million in total
assets and $4.21 million in liabilities.


OUTLAW RIDGE: Gets Approval to Use Cash Collateral Until June 6
---------------------------------------------------------------
Outlaw Ridge Inc. received interim approval to use cash that
constitutes collateral for the loan extended by Cadence Bank, N.A.

In a four-page ruling, Judge K. Rodney May of U.S. Bankruptcy
Court for the Middle District of Florida authorized the company to
use the cash collateral until June 6.

Outlaw Ridge will use the cash collateral to, among other things,
pay the quarterly fees of the U.S. trustee and other necessary
expenses.

As protection to Cadence Bank, the company was required to make an
initial payment of $50,000 to the bank and another $50,000, which
is due by June 2.

                        About Outlaw Ridge

Outlaw Ridge, Inc., and Outlaw Ridge, LLC, filed separate Chapter
11 bankruptcy petitions (Bankr. Md. Fla. Case Nos. 14-04400 and
14-04401) on April 21, 2014.  The petitions were signed by John M.
Dalfino as manager.  Adam L Alpert, Esq., at Bush Ross P.A. serves
as the Debtors' counsel.  OR LLC disclosed $1.36 million in total
assets and $2.97 million in liabilities while OR Inc. disclosed
$15.4 million in total assets and $4.21 million in liabilities.

Outlaw Ridge, Inc., operates a sand and lime rock mine in Pasco
County, Florida.  Outlaw Ridge, LLC, owns several parcels of
property in Pasco County that is holding for residential
development.  The two entities are owned and controlled by John M.
Dalfino and John T. Steger.


PETCETERA: In Liquidation, Closes All Stores
--------------------------------------------
Petcetera, Canada's premier pet specialty superstore, announced
that it will close 3 stores in Kamloops BC, Regina SK, and Ottawa
ON by June 30 as part of its restructuring plan.

The company filed a Notice of Intention to Make a Proposal under
the Bankruptcy and Insolvency Act on March 17, commenced an
immediate nationwide inventory sale to generate cash, and
previously announced the closure of stores in Abbotsford BC,
Penticton BC, Edmonton AB, Saskatoon SK, Niagara Falls ON and
Dartmouth NS.

Prices have been further discounted to include immediate price
reductions on everything in the store with savings of up to 90 per
cent on their full range of pet merchandise and even greater
discounts in stores to be closed.  The company has also sold 9
stores to other pet retailers and inventory will be liquidated in
these stores until the sale and purchase agreements close on May
30.

Petcetera is a 100 per cent Canadian owned and operated. In 2009
Petcetera down sized from 50 stores to 18 stores.  The company
currently employs over 300 employees in its British Columbia,
Alberta, Saskatchewan, Manitoba, Ontario and Nova Scotia
locations.

As part of its restructuring activities, Petcetera has reviewed
all areas of its business including the number and locations of
stores operated.

"As we developed our restructuring plan it became evident the only
viable options available to us were to either close or sell the
stores." said Dan Urbani, president and CEO of Petcetera.  "We
have now rationalized the prospects of every store and have
concluded that our stores in Kamloops, Regina, and Ottawa cannot
be sold and will be closed by the end of June. Closing stores is a
very difficult decision, but unfortunately this was the only
remaining option for these stores.  While we have been forced to
close 9 stores we are pleased that 9 stores have been sold and
will continue operating as pet stores".

The Kamloops BC, Regina SK and Ottawa ON stores currently employ
approximately 50 employees and will closed by the end of June
following an immediate liquidation of all inventory, fixtures and
equipment.  All inventory will be liquidated at 25% to 90%
discounts.

                        About Petcetera

Based in Richmond, B.C., Petcetera is a 100 per cent Canadian
owned and operated private company with over 300 employees and 18
stores across Canada.  Founded in 1995, Petcetera is Canada's
leading pet superstore that offers pet owners more than 10,000 pet
products as well as a full range of pet care services including
pet hospitals (Vetcetera), pet grooming, obedience school and
doggy daycare centres. Petcetera is committed to giving back to
the community through P.A.W.S (Petcetera Animal Welfare Society),
which promotes responsible pet ownership and works to reduce cat
and dog euthanasia rates.


PILGRIM'S PRIDE: Swoops in $5.5-Bil. Offer for Hillshire Brands
---------------------------------------------------------------
Jacob Bunge and David Kesmodel, writing for The Wall Street
Journal, reported that Pilgrim's Pride Corp. swooped in with a
$5.5 billion offer for Hillshire Brands Co., maker of Jimmy Dean
sausage and Ball Park hot dogs, a surprise bid that could upend
Hillshire's plan to expand its supermarket sway by buying Pinnacle
Foods Inc.

According to the report, buying Hillshire would give Pilgrim's,
one of the largest chicken producers in the U.S., something it
lacks: a portfolio of brand-name prepared meats, including
Hillshire's namesake lunch meats and Aidells sausages, as well as
Sara Lee desserts.  It would create the second biggest company in
the U.S. meat market, after Tyson Foods Inc., with a combined $12
billion in annual revenue and a reach spanning farms, processing
plants and supermarket shelves, the report related.

Two weeks ago, Hillshire pitched a different version of the same
story to its own investors after the company unveiled a $4.6
billion deal for Pinnacle Foods, the maker of Wish-Bone salad
dressing, Birds Eye frozen vegetables, Vlasic pickles and Log
Cabin syrup, the report further related.

Hillshire's shares rose 22% on May 27's news to $45.19 a share,
above Pilgrim's offer price of $45 a share, the Journal said.
Pilgrim's shares rose 1.7%, while Pinnacle's fell 5.4% on May 27,
the report added.

                       About Pilgrim's Pride

Pilgrim's Pride Corporation -- http://www.pilgrimspride.com/-- is
one of the largest chicken companies in the United States, Mexico
and Puerto Rico.  The Company's fresh chicken retail line is sold
throughout the US, throughout Puerto Rico, and in the northern and
central regions of Mexico.  The Company exports commodity chicken
products to 90 countries.  The Company operates feed mills,
hatcheries, processing plants and distribution centers in 15 U.S.
states, Puerto Rico and Mexico.

Pilgrim's Pride and six of its subsidiaries filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Tex. Lead Case No. 08-45664) on Dec. 1, 2008.  The
Company's subsidiaries in Mexico and certain subsidiaries in the
United States were not included in the filing and operated outside
of the Chapter 11 process.

Attorneys at Weil, Gotshal & Manges LLP served as bankruptcy
counsel.  Lazard Freres & Co., LLC, was the Company's investment
bankers.  Kurtzman Carson Consulting LLC served as claims and
notice agent.  Kelly Hart and Brown Rudnick represented the
official equity committee.  Attorneys at Andrews Kurth LLP
represented the official committee of unsecured creditors.

On Dec. 10, 2009, the Bankruptcy Court confirmed the Joint Plan of
Reorganization filed by the Debtors.  The Plan was premised on the
sale of the business to JBS SA.  Under the Plan, creditors are
paid in full.  Existing owners retained 34% of the equity.  The
Company emerged from Chapter 11 on Dec. 28, 2009.

                       *     *     *

The Troubled Company Reporter, on May 1, 2014, reported that
Standard & Poor's Ratings Services raised its ratings on Pilgrim's
Pride Corp. (PPC), including the corporate credit rating to 'BB'
from 'BB-'.  The outlook is stable.  At the same time, S&P raised
the issue ratings on the company's senior secured $700 million
revolving credit facility due 2018 to 'BBB-' from 'BB+' (two
notches above the corporate credit rating), with an unchanged
recovery rating of '1', indicating S&P's expectation for very high
recovery (more than 90%) in the event of payment default.


PHILADELPHIA INQUIRER: Parent Company Sold To Minority Owners
-------------------------------------------------------------
Anna Prior, writing for The Wall Street Journal, reported that two
of the Philadelphia Inquirer's minority owners won control of the
newspaper's parent company, ending a spat among the media
company's owners that pushed the paper back to the auction block.

According to the report, in a court-ordered auction, Lewis Katz
and H.F. Gerry Lenfest outbid Interstate General Media majority
owners George E. Norcross III, Joseph Buckelew and William
Hankowsky, with a bid that valued the company at $88 million.

The majority owners declined to submit a final bid and agreed to
sell their share of the parent company of the Philadelphia
Inquirer, the Daily News and philly.com, the report related.


QUALITY MEAT: First Creditors Meeting Set for June 5
----------------------------------------------------
The bankruptcies of Quality Meat Packers Limited and Toronto
Abattoirs Limited will have their first meeting of creditors on
June 5, 2014, at 10:00 a.m. at the Sheraton Centre Toronto, Willow
East & Centre Room, 23 Queen Street West, Toronto, Ontario.

Based in Toronto, Ontario, Quality Meat Packers Limited and
Toronto Abattoirs Limited filed for bankruptcy in Canada on May 6,
2014.  The Debtors collectively operated a hog processing plant
from leased premises in downtown Toronto that processed up to
30,000 hogs per week.  They sought creditor protection due to
increased hog prices.  Farber & Partners Inc. is the Court-
appointed receiver in the cases.


QUALITY MEAT: Offer Deadline for Abbattoir Assets Set for June 3
----------------------------------------------------------------
Farber & Partners Inc, in its capacity as Court-appointed Receiver
of Quality Meat Packers Limited and Toronto Abattoirs Limited, is
offering for sale the right, title and interest of the Debtors in
these assets:

   * Hog slaughtering and processing equipment, systems and
     related parts inventory; and

   * Office furniture and equipment.

Deadline for submission of offers is 3:00 p.m. EDT on June 3,
2014.

For additional information, one may contact John Hendricks at
(416)496-3701 or by email at jhendriks@faberfinancial.com

The Receiver can be reached at:

          FARBER & PARTNERS INC.
          150 York Street Suite 1600
          Toronto, ON M5H 3S5
          Tel No. (416)496-3839
          Fax No. (416)496-3839
          www.faberfinancialgroup.com


Based in Toronto, Ontario, Quality Meat Packers Limited and
Toronto Abattoirs Limited filed for bankruptcy in Canada on May 6,
2014.  The Debtors collectively operated a hog processing plant
from leased premises in downtown Toronto that processed up to
30,000 hogs per week.  They sought creditor protection due to
increased hog prices.  Farber & Partners Inc. is the Court-
appointed receiver in the cases.



QUANTUM FOODS: Ch. 11 Stays Afloat With Revived $60MM DIP Loan
--------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge gave Quantum
Foods LLC the OK to revive its $60 million debtor-in-possession
loan and find so-called turnkey buyers, allowing the meatpacker to
keep its Chapter 11 case alive after a $54 million stalking horse
sale to an Oaktree Capital Management LP unit collapsed.

According to the report, at a hearing in Wilmington, Delaware,
U.S. Bankruptcy Judge Kevin J. Carey granted Quantum's request to
amend its DIP financing package from prepetition lender Crystal
Financial LLC, in a way that changes the budget.

                     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.


QUIZNOS: Court Approves Hiring of BDO as Panel's Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of QCE Finance LLC
and its debtor-affiliates sought and obtained permission from the
U.S. Bankruptcy Court for the District of Delaware to retain BDO
USA, LLP ("BDO") as financial advisor, nunc pro tunc to Mar 26,
2014.

BDO provided these services to the Committee to:

   (a) analyze the financial operations of the Debtors pre and
       post-petition, as necessary;

   (b) analyze the financial ramifications of any proposed
       transactions for which the Debtors seek Bankruptcy Court
       approval including, but not limited to, post-petition
       financing, sale of all or a portion of the Debtors' assets,
       retention of management, and employee incentive and
       severance plans;

   (c) conduct any requested financial analysis including,
       verifying the material assets and liabilities of the
       Debtors, as necessary, and their values;

   (d) assist the Committee in its review of monthly statements of
       operations submitted by the Debtors;

   (e) perform claims analysis for the Committee;

   (f) assist the Committee in its evaluation of cash flow and
       other projections, including business plans prepared by the
       Debtors;

   (g) scrutinize cash disbursements on an on-going basis for the
       period subsequent to the commencement of these cases;

   (h) perform forensic investigating services, as requested by
       the Committee and counsel, regarding pre-petition
       activities of the Debtors in order to identify potential
       causes of action, including investigating intercompany
       transfers, improvements in position, and fraudulent
       transfers;

   (i) analyze transactions with insiders, related and affiliated
       companies;

   (j) analyze transactions with the Debtors' financing
       institutions;

   (k) attend meetings of creditors and conference calls with
       representatives of the creditor groups and their counsel;

   (1) prepare certain valuation analyses of the Debtors'
       businesses and assets using various professionally accepted
       methodologies;

   (m) as needed, prepare alternative business projections
       relating to the valuation of the Debtors' business
       enterprise;

   (n) evaluate financing proposals and alternatives proposed by
       the Debtors for debtor-in-possession financing, exit
       financing and capital raising supporting any plan of
       reorganization;

   (o) monitor the Debtors' sales process and their investment
       banker, assist the Committee in evaluating sales proposals
       and alternatives, and attend any auctions of the Debtors'
       assets;

   (p) assist the Committee in its review of the financial aspects
       of a plan of reorganization or liquidation submitted by the
       Debtors and perform any related analyses, specifically
       including liquidation analyses and feasibility analyses,
       and evaluate best exit strategy;

   (q) assist counsel in preparing for any depositions and
       testimony, as well as prepare for and provide expert
       testimony at depositions and court hearings, as requested;

   (r) assist counsel in evaluating any tax issues that may arise
       if necessary; and

   (s) perform other necessary services as the Committee or the
       Committee's counsel may request from time to time with
       respect to the financial, business and economic issues that
       may arise.

The Court approved the Committee's retention of BDO at the hearing
on May 12.  During the same hearing, the Court also approved the
Debtors' prepackaged Chapter 11 plan.

According to papers filed by the Committee, BDO's hourly rates
are:

       Partners/Managing Directors       $475-$795
       Directors & Sr. Managers          $375-$525
       Managers/Vice Presidents          $325-$425
       Seniors/ Analysts                 $200-$350
       Staff                             $150-$225

BDO will be reimbursed for reasonable out-of-pocket expenses
incurred.

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

BDO can be reached at:

       Marlene H. Rabinowitz
       BDO USA, LLP
       100 Park Ave Fl 9
       New York, NY 10017-5596
       Tel: (212) 885-8003
       Fax: (212) 697-1299
       E-mail: mrabinowitz@bdo.com

                           About Quiznos

Denver-based Quiznos -- http://www.quiznos.com-- is a chain
designed for today's busy consumers who are looking for a high
quality, tasty, freshly prepared alternative to traditional fast-
food restaurants.  With locations in 50 states and 30 countries,
Quiznos is one of the world's premier quick-service restaurant
chains and pioneer of the toasted sandwich; Quiznos restaurants
offer creative, chef-created sandwiches and salads using premium
ingredients.  Quiznos was founded in 1981 by chefs who discovered
that toasting brought out the best in every sandwich ingredient.

QCE Finance LLC and its affiliates sought protection under Chapter
11 of the Bankruptcy Code on March 14, 2014.  The lead case is QCE
Finance LLC (Case No. 14-10543, Bankr. D.Del.).  The case is
assigned to Judge Peter J. Walsh.

The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C.
Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian,
Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York.  The
Debtors' local counsel is Mark D. Collins, Esq., and Amanda
Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington,
Delaware.  The Debtors' investment banker and financial advisor is
Matthew J. Hart of LAZARD FRERES & CO. LLC.  Paul Ruh, Mark A.
Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the
Debtors' restructuring advisors.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

The lead debtor, QCE Finance LLC, scheduled $736,858 in total
assets plus "undetermined amounts".  It scheduled $618,437,362
plus "undetermined amounts" as liabilities.

The U.S. Trustee has appointed a seven-member official committee
of unsecured creditors.  The Committee has tapped Cousins Chipman
& Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.;
and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow-
Bosshart, Esq., and David M. Posner, Esq., as counsel.

Avenue Capital Management II, L.P. and its affiliates are
represented by John J. Rapisardi, Esq., and Joseph Zujkowski,
Esq., at O'Melveny & Myers LLP in New York.  Fortress Investment
Group and its affiliates are represented by Skadden Arps Slate
Meagher & Flom's Van C. Durrer, Esq.  Co-counsel to the Consenting
First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R.
Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht
& Tunnell's Robert J. Dehney.  Counsel to the First Lien Agent is
Ropes & Gray's Mark R. Somerstein.  Counsel to the Second Lien
Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P.
Kober, Esq.  Counsel to Vectra Bank Colorado, National
Association, is Kasowitz Benson's Adam L. Shiff, Esq.


QUIZNOS: Court Okays Panel's Hiring of Cousins Chipman as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of QCE Finance LLC
and its debtor-affiliates sought and obtained permission from the
U.S. Bankruptcy Court for the District of Delaware to retain
Cousins Chipman & Brown, LLP as Delaware counsel to the Committee,
nunc pro tunc to Mar 26, 2014.

Cousins Chipman is providing these services to the Committee:

   (a) provide legal advice with respect to the rights, powers and
       duties of the Committee in these chapter 11 cases;

   (b) assist the Committee in its investigation and analysis of
       the acts, conduct, assets, liabilities and financial
       condition of the Debtors, the operation of the Debtors'
       businesses, any other matter relevant to the Debtors'
       cases, and the extent to which such matters may affect the
       Debtors' creditors;

   (c) participate in negotiations with parties-in-interest with
       respect to any disposition of the Debtors' assets, plan of
       reorganization and disclosure statement in connection with
       such plan, and otherwise protect and promote the interests
       of the Debtors' creditors;

   (d) prepare all necessary applications, motions, responses,
       objections, answers, orders, reports and other legal papers
       on behalf of the Committee, and appear on behalf of the
       Committee at Court hearings as necessary and appropriate in
       connection with the Debtors' cases;

   (e) represent the Committee in any and all matters arising in
       these chapter 11 cases, including any disputes or issues
       with the Debtors, alleged secured creditors and other third
       parties;

   (f) represent the Committee in all aspects of confirmation
       proceedings;

   (g) render legal advice and perform legal services in
       connection with the foregoing; and

   (h) perform all other necessary legal services in connection
       with these Chapter 11 cases, as may be requested by the
       Committee.

Cousins Chipman will be paid at these hourly rates:

       Scott D. Cousins                    $645
       Ann M. Kashishian                   $265
       Partners                          $450-$645
       Associates                        $250-$450
       Legal Assistants/Paralegals       $180-$225

Cousins Chipman will also be reimbursed for reasonable out-of-
pocket expenses incurred.

The Court approved the Committee's retention of Cousins Chipman at
the hearing on May 12.  During the same hearing, the Court also
approved the Debtors' prepackaged Chapter 11 plan.

The Executive Office for United States Trustees recently adopted
new Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 by
Attorneys in Larger Chapter 11 Cases -- so-called Appendix B
Guidelines.  By their terms, the Appendix B Guidelines "apply to
the USTP's review of applications for compensation filed by
attorneys in larger chapter 11 cases," and are intended as an
update to the original Guidelines adopted by the EOUST in 1996.

In compliance with the New UST Guidelines, CCB represents as
follows:

   -- Cousins Chipman and the Committee did not agree to any
      variations from, or alternatives to, Cousins Chipman's
      standard and customary billing arrangements for this
      engagement;

   -- None of the Cousins Chipman professionals included in this
      engagement vary their rates based on the geographic location
      of the applicable case;

   -- Cousins Chipman did not represent the Committee in the
      12 months preceding the petition date; and

   -- The Committee has approved Cousins Chipman's proposed rates
      and staffing plan.  With respect to a prospective budget,
      Cousins Chipman intends to negotiate an acceptable budget as
      part of the final order approving, among other things, the
      proposed debtor-in-possession financing.

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

Cousins Chipman can be reached at:

       Scott D. Cousins, Esq.
       COUSINS CHIPMAN & BROWN, LLP
       1007 North Orange Street, Suite 1110
       Wilmington, DE 19801
       Tel: (302) 295-0192
       E-mail: cousins@ccbllp.com

                         About Quiznos

Denver-based Quiznos -- http://www.quiznos.com-- is a chain
designed for today's busy consumers who are looking for a high
quality, tasty, freshly prepared alternative to traditional fast-
food restaurants.  With locations in 50 states and 30 countries,
Quiznos is one of the world's premier quick-service restaurant
chains and pioneer of the toasted sandwich; Quiznos restaurants
offer creative, chef-created sandwiches and salads using premium
ingredients.  Quiznos was founded in 1981 by chefs who discovered
that toasting brought out the best in every sandwich ingredient.

QCE Finance LLC and its affiliates sought protection under Chapter
11 of the Bankruptcy Code on March 14, 2014.  The lead case is QCE
Finance LLC (Case No. 14-10543, Bankr. D.Del.).  The case is
assigned to Judge Peter J. Walsh.

The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C.
Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian,
Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York.  The
Debtors' local counsel is Mark D. Collins, Esq., and Amanda
Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington,
Delaware.  The Debtors' investment banker and financial advisor is
Matthew J. Hart of LAZARD FRERES & CO. LLC.  Paul Ruh, Mark A.
Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the
Debtors' restructuring advisors.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

The lead debtor, QCE Finance LLC, scheduled $736,858 in total
assets plus "undetermined amounts".  It scheduled $618,437,362
plus "undetermined amounts" as liabilities.

The U.S. Trustee has appointed a seven-member official committee
of unsecured creditors.  The Committee has tapped Cousins Chipman
& Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.;
and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow-
Bosshart, Esq., and David M. Posner, Esq., as counsel.

Avenue Capital Management II, L.P. and its affiliates are
represented by John J. Rapisardi, Esq., and Joseph Zujkowski,
Esq., at O'Melveny & Myers LLP in New York.  Fortress Investment
Group and its affiliates are represented by Skadden Arps Slate
Meagher & Flom's Van C. Durrer, Esq.  Co-counsel to the Consenting
First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R.
Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht
& Tunnell's Robert J. Dehney.  Counsel to the First Lien Agent is
Ropes & Gray's Mark R. Somerstein.  Counsel to the Second Lien
Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P.
Kober, Esq.  Counsel to Vectra Bank Colorado, National
Association, is Kasowitz Benson's Adam L. Shiff, Esq.


QUIZNOS: Court Okays Hiring of Otterbourg as Panel's Lead Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of QCE Finance LLC
and its debtor-affiliates sought and obtained permission from the
U.S. Bankruptcy Court for the District of Delaware to retain
Otterbourg P.C. as lead counsel to the Committee, nunc pro tunc to
Mar 26, 2014.

The professional services that Otterbourg expects to render to the
Committee include, but shall not be limited to:

   (a) assist and advise the Committee in its consultation with
       the Debtors relative to the administration of these cases;

   (b) attend meetings and negotiate with the representatives of
       the Debtors and other parties in interest;

   (c) assist and advise the Committee in its examination and
       analysis of the conduct of the Debtors' affairs;

   (d) assist the Committee in the review, analysis and
       negotiation of the proposed plan of reorganization or any
       alternative plan, and to assist the Committee in the
       review, analysis and negotiation of the corresponding
       disclosure statement;

   (e) assist the Committee in the review and analysis of any
       financing agreements;

   (f) take all necessary action to protect and preserve the
       interests of the Committee, including (i) possible
       prosecution of actions on its behalf, (ii) if appropriate,
       negotiations concerning all litigation in which the Debtors
       are involved, and (iii) if appropriate, review and analysis
       of claims filed against the Debtors' estates;

   (g) generally prepare on behalf of the Committee all necessary
       motions, applications, answers, orders, reports and papers
       in support of positions taken by the Committee;

   (h) appear, as appropriate, before this Court, the Appellate
       Courts, and the U.S. Trustee, and to protect the interests
       of the Committee before those courts and before the U.S.
       Trustee; and

   (i) perform all other necessary legal services in these cases.

Otterbourg will be paid at these hourly rates:

       Jenette A. Barrow-Bosshart      $795
       David M. Posner                 $835
       Jessica M. Ward                 $575
       Gianfranco Finizio              $425
       Partners/Counsel              $595-$940
       Associates                    $275-$645
       Paralegals                    $250-$260

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

The Court approved the Committee's retention of Otterbourg at the
hearing on May 12.  During the same hearing, the Court also
approved the Debtors' prepackaged Chapter 11 plan.

The Executive Office for United States Trustees recently adopted
new Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 by
Attorneys in Larger Chapter 11 Cases -- so-called Appendix B
Guidelines.  By their terms, the Appendix B Guidelines "apply to
the USTP's review of applications for compensation filed by
attorneys in larger chapter 11 cases," and are intended as an
update to the original Guidelines adopted by the EOUST in 1996.

Otterbourg intends to make a reasonable effort to comply with the
U.S. Trustee's requests for information and additional disclosures
as set forth in the New UST Guidelines both in connection with
this application and the interim and final fee applications to be
filed by Otterbourg in the Chapter 11 Cases.  Otterbourg also
intends to work cooperatively with the U.S. Trustee Program to
address the concerns that prompted the adoption of the New UST
Guidelines.

Jenette A. Barrow-Bosshart, member of Otterbourg, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Otterbourg can be reached at:

       Jenette A. Barrow-Bosshart, Esq.
       OTTERBOURG P.C.
       230 Park Avenue
       New York, NY 10169-0075
       Tel: (212) 905-3603
       Fax: (212) 682-6104
       E-mail: jbarrow@otterbourg.com

                         About Quiznos

Denver-based Quiznos -- http://www.quiznos.com-- is a chain
designed for today's busy consumers who are looking for a high
quality, tasty, freshly prepared alternative to traditional fast-
food restaurants.  With locations in 50 states and 30 countries,
Quiznos is one of the world's premier quick-service restaurant
chains and pioneer of the toasted sandwich; Quiznos restaurants
offer creative, chef-created sandwiches and salads using premium
ingredients.  Quiznos was founded in 1981 by chefs who discovered
that toasting brought out the best in every sandwich ingredient.

QCE Finance LLC and its affiliates sought protection under Chapter
11 of the Bankruptcy Code on March 14, 2014.  The lead case is QCE
Finance LLC (Case No. 14-10543, Bankr. D.Del.).  The case is
assigned to Judge Peter J. Walsh.

The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C.
Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian,
Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York.  The
Debtors' local counsel is Mark D. Collins, Esq., and Amanda
Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington,
Delaware.  The Debtors' investment banker and financial advisor is
Matthew J. Hart of LAZARD FRERES & CO. LLC.  Paul Ruh, Mark A.
Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the
Debtors' restructuring advisors.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

The lead debtor, QCE Finance LLC, scheduled $736,858 in total
assets plus "undetermined amounts".  It scheduled $618,437,362
plus "undetermined amounts" as liabilities.

The U.S. Trustee has appointed a seven-member official committee
of unsecured creditors.  The Committee has tapped Cousins Chipman
& Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.;
and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow-
Bosshart, Esq., and David M. Posner, Esq., as counsel.

Avenue Capital Management II, L.P. and its affiliates are
represented by John J. Rapisardi, Esq., and Joseph Zujkowski,
Esq., at O'Melveny & Myers LLP in New York.  Fortress Investment
Group and its affiliates are represented by Skadden Arps Slate
Meagher & Flom's Van C. Durrer, Esq.  Co-counsel to the Consenting
First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R.
Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht
& Tunnell's Robert J. Dehney.  Counsel to the First Lien Agent is
Ropes & Gray's Mark R. Somerstein.  Counsel to the Second Lien
Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P.
Kober, Esq.  Counsel to Vectra Bank Colorado, National
Association, is Kasowitz Benson's Adam L. Shiff, Esq.


REDE ENERGIA: Inks Stipulation With Noteholders Group
-----------------------------------------------------
The Bankruptcy Court held a hearing May 9, 2014, on an objection
filed by an ad hoc group of noteholders to the Foreign
Representative's petition for recognition of the Brazilian
bankruptcy proceeding of Rede Energia S.A.

According to the Debtor's case docket, remote electronic access to
the hearing transcript is restricted until Aug. 11, 2014.

On May 2, the Ad Hoc Group of Rede Noteholders and Jose Carlos
Santos in his capacity as the authorized Foreign Representative
for Rede Energia S.A., entered into a stipulation of Brazilian Law
concerning the Ad Hoc Group's objection to the motion.

The parties stipulated that, among other things:

   1. Insolvency proceedings in the Federative Republic of Brazil
are governed by the Federal Law No. 11,101 of Feb. 9, 2005, which
came into effect on June 9, 2005.  The Brazilian Bankruptcy Law
focuses on facilitating faster bankruptcy processes and
encouraging the successful reorganization of viable companies.

   2. The Brazilian Bankruptcy Law provides for bankruptcy
liquidation proceedings well as three forms of reorganization: (1)
a court-supervised reorganization proceeding known as recuperacao
judicial; (2) an expedited reorganization proceeding known as
recuperacao extrajudicial; and (3) a court-supervised
reorganization proceeding for small companies known as recuperacao
judicial para microempresas e empresas de pequeno porte (judicial
reorganization for small companies).

   3. Because Rede's Brazilian Bankruptcy Proceeding is a court-
supervised reorganization, only the procedures and requirements of
this form of reorganization will be discussed, unless otherwise
noted.

   4. The Brazilian Bankruptcy Law also allows the formation of a
committee of creditors which may be composed of: (1) a single
representative of all labor creditors; (2) a single representative
of all secured creditors and/or creditors entitled to special
privilege; and (3) a single representative of all unsecured
creditors and those creditors entitled to general privilege.
Actions taken by a committee of creditors under the Brazilian
Bankruptcy Law require majority approval of the committee members.

   5. Once a judicial reorganization has commenced, the
reorganization proceeding may be converted into a liquidation
proceeding at any time.

In a separate filing on May 2, the Ad Hoc Group and the Foreign
Representative entered into a stipulation of facts concerning the
Ad Hoc Group's objection to the motion and stipulate, without
waiving their rights to object to the relevance or materiality of
any of these paragraphs:

   1. As the effectiveness of the Brazilian Confirmation Order had
not been stayed pending appeal and in light of certain deadlines
affecting the closing of the Brazilian Reorganization Plan
(including regulatory approval by the Brazilian National Agency of
Electric Energy), on April 11, 2014, Energisa waived, pursuant to
its rights under the Brazilian Reorganization Plan, all
unsatisfied conditions precedent to the effectiveness of the
Brazilian Reorganization Plan, including the condition precedent
that this Court have entered an order granting the Plan
Enforcement Relief.

   2. In connection therewith, on April 11, 2014, Energisa
acquired the controlling shares in the Rede Group.  As a result of
the transfer of such shares, ANEEL terminated the administrative
intervention in the Rede Concessionaires.

   3. The Rede Group has already made distributions to its
creditors pursuant to the Brazilian Reorganization Plan (other
than the Noteholders), and all creditors (other than the
Noteholders) that choose to assign their claims to Energisa in
exchange for a 25 percent cash distribution have been paid.
Energisa has made funds available to immediately pay the
Noteholders their 25% cash distributions, upon assignment of the
Global Note to Energisa.

Pursuant to the Energisa Proposal, Energisa S.A. would invest
R$1.2 billion in  the Rede Concessionaires and R$1.95 billion to
pay the creditors of the Rede Debtors.

A copy of the stipulation is available for free at
http://bankrupt.com/misc/REDE_26_foreignprostip.pdf

The Ad Hoc Group is represented by:

         Mark W. Deveno, Esq.
         Timothy B. DeSieno, Esq.
         Mark W. Deveno, Esq.
         BINGHAM McCUTCHEN LLP
         399 Park Avenue
         New York, NY 10022
         Tel: (212) 705-7000

The Foreign Representative is represented by:

         J. Christopher Shore, Esq.
         Thomas MacWright, Esq.
         WHITE & CASE LLP
         1155 Avenue of the Americas
         New York, NY 10036-2787
         Tel: (212) 819-8200

              - and -

         John K. Cunningham, Esq.
         Richard S. Kebrdle, Esq.
         Southeast Biscayne Financial Center
         200 South Biscayne Blvd., Suite 4900
         Miami, FL 33131

The Foreign Representative also notified the Court of the change
in status of the Brazilian Bankruptcy Proceeding:

     1. On Jan. 16, 2014, the Foreign Representative filed the
Petition seeking relief under chapter 15 of the Bankruptcy Code
requesting recognition of the Brazilian Bankruptcy Proceeding as a
foreign main proceeding. (This Court granted that request in its
order dated March 6, 2014.)  Also on Jan. 16, the Foreign
Representative filed a motion requesting relief enforcing the
Brazilian Reorganization Plan in the United States in part to
facilitate distributions to the Noteholders under the Brazilian
Reorganization Plan.

     2. In connection with the closing, the Rede Group and
Energisa have begun the process of making distributions to the
Rede Group's creditors as provided for under the Brazilian
Reorganization Plan. However, as expressly provided for in the
Plan, payments to the Noteholders under the Plan and the physical
assignment of the Perpetual Notes to Energisa will be delayed
pending the resolution of the motion requesting the Plan
Enforcement Relief in the chapter 15 case.

As reported in the Troubled Company Reporter, Judge Shelley C.
Chapman on March 6 issued an order recognizing the Brazilian
bankruptcy proceeding of Rede Energia as the foreign main
proceeding pursuant to Section 1517 of the Bankruptcy Code.  As a
result of the recognition of the Brazilian bankruptcy proceeding
as the foreign main proceeding, all creditor actions in the U.S.
are automatically stopped.

Only the Ad Hoc Group of Rede Noteholders objected to the motion,
complaining that by seeking applying for Chapter 15 bankruptcy
recognition and cooperation, Rede and its shareholders have, in
effect, asked the U.S. Court to enforce within the U.S. a program
of behavior designed to exact value for shareholders.

                       About Rede Energia S.A.

Rede Energia S.A. operates through its subsidiaries, which are
engaged in the distribution, generation and trading of electricity
in Brazil.  Rede supplies electricity to 3.3 million customers in
436 municipalities in six Brazilian states.

In 2012, Rede distributed 14,442 GWh of energy, recorded net loss
of R$665.8 million, and gross operating revenue of R$7.515
billion.  As of Dec. 31, 2012, Rede and its subsidiaries' total
assets were valued at R$9 billion.

Rede Energia filed a Chapter 15 petition in Manhattan (Bankr.
S.D.N.Y. Case No. 14-10078) on Jan. 16, 2014, to seek recognition
of its restructuring proceedings in Brazil.

Rede Energia is estimated to have more than $1 billion in assets
and liabilities.

Jose Carlos Santos, the administrator in the Brazilian judicial
reorganization proceeding, as foreign representative, signed the
Chapter 15 bankruptcy petition.  He is represented by John K.
Cunningham, Esq., at White & Case, LLP, in Miami.

Rede was previously the parent of Centrais Electricas do Para S.A.
("CELPA"), an electricity distribution concessionary for the Para
region in Brazil.  CELPA filed a judicial restructuring proceeding
in Brazil in 2012 pursuant to which Rede's ownership in CELPA was
sold to a non-affiliated third party.  CELPA filed a petition for
Chapter 15 relief (Bankr. S.D.N.Y. Case No. 12-14568) in Manhattan
on Nov. 9, 2012.  The CELPA case was closed April 25, 2013.


REFCO PUBLIC: Taps MorrisAnderson as Financial Advisor
------------------------------------------------------
Refco Public Commodity Pool, L.P., f/k/a S&P Managed Futures Index
Fund, LP, seeks authority from the U.S. Bankruptcy Court for the
District of Delaware to employ MorrisAnderson & Associates, Ltd.,
as financial advisor.

MorrisAnderson, in its capacity as financial advisor, will
advise and assist the Fund with the following services:

   (a) Implementing the Fund's Chapter 11 Plan of Liquidation, and
       as appropriate, coordination with the Fund's other
       advisors.

   (b) Participating on the Fund's behalf in the ongoing
       liquidation of the SPhinX Group in the Cayman Islands, the
       interests in which are the Fund's primary asset.

   (c) Reconciling the Fund's books and records, particularly with
       respect to identifying and reconciling the equity interests
       of investors.

   (d) Assisting with financial reporting required by the Office
       of the United States Trustee and under the Bankruptcy Code.

   (e) Advising and assisting with respect to any potential tax
       matters.

   (f) Participating in hearings before the Bankruptcy Court and
       provide relevant testimony.

   (g) Providing other ancillary services as the Fund may require
       during the pendency of the bankruptcy case.

As compensation for the financial advisory services to be
rendered, MorrisAnderson requests the following payment amounts:

   (a) Fees and Expenses: Fees and expenses for services will be
       based on the following agreed upon hourly rates, which will
       be revised from time to time.  The currently hourly rates
       are:

          Principals                               $450?$550
          Managing Directors                       $350?$425
          Directors and Associate Directors        $275?$375

   (b) Expenses.  MorrisAnderson will also bill the Fund for
       reasonable out-of-pocket expenses, use or value added tax,
       as applicable, and internal per-ticket charges for booking
       travel.

Daniel F. Dooley, Principal and Chief Executive Officer of
MorrisAnderson & Associates, Ltd., assures the Court that his firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.  Mr. Dooley relates that
prior to the Petition Date, on November 17, 2006, the Delaware
Court of Chancery appointed MAA, a then newly created subsidiary
of MorrisAnderson, as permanent liquidating trustee of the Fund.
In that role, MAA has acted as the day-to-day fiduciary for the
Fund since 2006.  MorrisAnderson has provided financial and
advisory services that have guided the Fund, since 2006,
including, but not limited to, having its principal, Daniel F.
Dooley, appointed as manager of MAA.

In connection with its retention for prepetition services,
MorrisAnderson's fees have been approved by the Delaware Court of
Chancery and paid.  In addition, prior to the Petition Date, the
Fund paid MorrisAnderson a total retainer of $100,000 in
connection with and in contemplation of the Chapter 11 Case.

Mr. Dooley may be reached at:

         Daniel F. Dooley
         MORRISANDERSON & ASSOCIATES, LTD.
         55 West Monroe Street
         Suite 2500
         Chicago, IL 60603
         Tel: (312) 254-0888
         Fax: (312) 727-0180
         Email: ddooley@morrisanderson.com

                     About Refco Public Commodity

Refco Public Commodity Pool, L.P., also known as S&P Managed
Futures Index Fund, L.P., is a fund that was formed in May 2003 to
make investments that substantially track the performance of the
Standard & Poor's Managed Futures Index.  It did this by investing
substantially all of its assets in SPhinX Managed Futures Fund,
SPC, a Cayman Islands domiciled segregated portfolio company.
RefcoFund Holdings, LLC was the general partner of the Fund.

Refco Public filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-11216) in Wilmington, Delaware, on May 13, 2014.
Daniel F. Dooley signed the petition as managing member of MAA,
LLC.  The Debtor estimated assets of $17 million and debt of $0.

The case is assigned to Judge Brendan Linehan Shannon.  Alston &
Bird LLP in Atlanta, Georgia, serves as the Debtor's counsel.
Richards, Layton & Finger, in Delaware, acts as local counsel.
Morris Anderson & Associates, Ltd., is the Debtor's financial
advisor, and Maples & Calder serves as the Debtor's Cayman Islands
counsel.


REFCO PUBLIC: Employs ALCS as Claims & Noticing Agent
-----------------------------------------------------
Refco Public Commodity Pool, L.P., f/k/a S&P Managed Futures Index
Fund, LP, seeks authority from the U.S. Bankruptcy Court for the
District of Delaware to employ American Legal Claim Services, LLC,
as claims and noticing agent.

ALCS, as the Claims Agent, will, among other things:

   (a) Prepare and serve required notices and documents in the
       case in accordance with the Bankruptcy Code and the
       Bankruptcy Rules in the form and manner directed by the
       Fund and/or the Court, including (i) notice of the
       commencement of the case and the initial meeting of
       creditors under Section 341(a) of the Bankruptcy Code, (ii)
       notice of the claims and interests bar date, (iii) notices
       of transfers of claims or interests, (iv) notices of
       objections to claims or interests and objections to
       transfers of claims or interests, (v) notices of any
       hearings on a disclosure statement and confirmation of the
       Fund's plan of liquidation, including under Rule 3017(d) of
       the Federal Rules of Bankruptcy Procedure, (vi) notice of
       the effective date of any plan and (vii) all other notices,
       orders, pleadings, publications and other documents as the
       Fund or Court may deem necessary or appropriate for an
       orderly administration of the case;

   (b) Maintain an official copy of the Fund's schedules of assets
       and liabilities and statement of financial affairs, listing
       the Fund's known creditors and equity holders and the
       amounts owed thereto;

   (c) Maintain (i) a list of all potential creditors, equity
       holders, and other parties-in-interest and (ii) a ?core?
       mailing list consisting of all parties described in
       Bankruptcy Rule 2002(i), (j), and (k) and those parties
       that have filed a notice of appearance pursuant to
       Bankruptcy Rule 9010; and update and make said lists
       available upon request by a party in interest or the Clerk;
       and

   (d) Furnish a notice to all potential creditors and equity
       holders of the last date for the filing of proofs of claim
       and proofs of interest and a form for the filing of a proof
       of claim and proof of interest, after such notice and form
       are approved by the Court, and notify said potential
       creditors and equity holders of the existence, amount and
       classification of their respective claims or interests as
       set forth in the Schedules, which may be effected by
       inclusion of the information on a customized proof of claim
       form or proof of interest form provided to potential
       creditors and equity holders.

ALCS has received $10,000 from the Fund as a retainer for the
case.  The firm's hourly consulting rates are the following:

     Position                  Hourly Rate
     --------                  -----------
     Clerical                   $28 - $38
     Analyst                    $55 - $95
     Consultant                $100 - $150
     Senior Consultant         $155 - $185

The firm will also be reimbursed for any necessary out-of-pocket
expenses.

Jeffrey Pirrung -- jeff.pirrung@americanlegalclaims.com -- the
managing director of American Legal Claims Services, LLC, assures
the Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

                     About Refco Public Commodity

Refco Public Commodity Pool, L.P., also known as S&P Managed
Futures Index Fund, L.P., is a fund that was formed in May 2003 to
make investments that substantially track the performance of the
Standard & Poor's Managed Futures Index.  It did this by investing
substantially all of its assets in SPhinX Managed Futures Fund,
SPC, a Cayman Islands domiciled segregated portfolio company.
RefcoFund Holdings, LLC was the general partner of the Fund.

Refco Public filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-11216) in Wilmington, Delaware, on May 13, 2014.
Daniel F. Dooley signed the petition as managing member of MAA,
LLC.  The Debtor estimated assets of $17 million and debt of $0.

The case is assigned to Judge Brendan Linehan Shannon.  Alston &
Bird LLP in Atlanta, Georgia, serves as the Debtor's counsel.
Richards, Layton & Finger, in Delaware, acts as local counsel.
Morris Anderson & Associates, Ltd., is the Debtor's financial
advisor, and Maples & Calder serves as the Debtor's Cayman Islands
counsel.


REFCO PUBLIC: Seeks to Pay R. Butt's Consulting Services
--------------------------------------------------------
Refco Public Commodity Pool, L.P., f/k/a S&P Managed Futures Index
Fund, LP, seeks authority from the U.S. Bankruptcy Court for the
District of Delaware to use estate assets to compensate Richard C.
Butt for consulting services.

Mr. Butt was formerly the president of the Fund's general partner
and he was the petitioning investor that commenced the Delaware
Chancery Court proceeding that resulted in the appointment of MAA,
LLC.  Since late 2013, the Fund has engaged Mr. Butt as a
consultant from time to time on matters where his background as
the former President of the Fund's former General Partner is
particularly relevant.  Specifically, Mr. Butt assisted with
reconciling the amount of the Fund's interests against the SPhinX
Group under the scheme of arrangement in the SPhinX Group
liquidation pursuant to which the Fund has received payment from
the SPhinX Group.  Mr. Butt has also assisted with identifying and
reconciling claims of creditors and provided assistance in
undertaking to reconcile the Fund's investors.  Mr. Butt has
charged the Fund a rate of $400 per hour for his services.

Through the motion, the Fund asks to continue to use it assets to
pay for further consulting services from Mr. Butt, as the Fund may
determine it requires.  The Fund proposes that it be permitted to
continue to use its assets to compensate Mr. Butt on the same
terms as it did prior to the Petition Date, provided that the
amount of compensation does not exceed $25,000 for a particular
month.

The motion was filed by Russell C. Silberglied, Esq., Paul N.
Heath, Esq., and Amanda R. Steele, Esq., at RICHARDS, LAYTON &
FINGER, P.A., in Wilmington, Delaware; and Dennis J. Connolly,
Esq., William S. Sugden, Esq., and Suzanne N. Boyd, Esq., at
ALSTON & BIRD LLP, in Atlanta, Georgia, on behalf of the Fund.

                     About Refco Public Commodity

Refco Public Commodity Pool, L.P., also known as S&P Managed
Futures Index Fund, L.P., is a fund that was formed in May 2003 to
make investments that substantially track the performance of the
Standard & Poor's Managed Futures Index.  It did this by investing
substantially all of its assets in SPhinX Managed Futures Fund,
SPC, a Cayman Islands domiciled segregated portfolio company.
RefcoFund Holdings, LLC was the general partner of the Fund.

Refco Public filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-11216) in Wilmington, Delaware, on May 13, 2014.
Daniel F. Dooley signed the petition as managing member of MAA,
LLC.  The Debtor estimated assets of $17 million and debt of $0.

The case is assigned to Judge Brendan Linehan Shannon.  Alston &
Bird LLP in Atlanta, Georgia, serves as the Debtor's counsel.
Richards, Layton & Finger, in Delaware, acts as local counsel.
Morris Anderson & Associates, Ltd., is the Debtor's financial
advisor, and Maples & Calder serves as the Debtor's Cayman Islands
counsel.


RESIDENTIAL CAPITAL: Sues BofA, Others to Recover Transfers
-----------------------------------------------------------
Residential Capital LLC, the defunct mortgage company, filed 36
lawsuits on May 13 seeking to recover transfers of money during
the ninety-day period prior to its May 14, 2012 Chapter 11 filing.
The lawsuits were filed before ResCap's two-year statute of
limitations for these kinds of lawsuits ran out.

According to Joseph Checkler, writing for The Wall Street Journal,
one of the targets of the lawsuits was Xerox Corp. and First
American Financial Corp. from whom ResCap is trying to claw back
more than $20 million.

Tiffany Kary, writing for Bloomberg News, said ResCap sued Bank of
America NA, RBC Mortgage Co. and other lenders, claiming they sold
it poor-quality loans that led to its bankruptcy.  ResCap,
according to the Bloomberg report, said it's seeking to recover
"billions of dollars in liabilities and losses" over the
"defective" loans.  Also sued were Summit Financial Mortgage LLC,
CMG Mortgage Inc., Primary Capital Advisors LLC, Honor Bank,
Cadence Bank NA, Citizens First Wholesale Mortgage Co., First
Mariner Bank, Mortgage Investors Group Inc., Synovus Mortgage
Corp. and PHH Mortgage Corp., the Journal said.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.  The Plan became effective on Dec. 17,
2013.


RESIDENTIAL CAPITAL: Caraballo's Summary Judgment Bid Denied
------------------------------------------------------------
District Judge J. Paul Oetken denied the motion for partial
summary judgment filed by plaintiffs Rene Caraballo and Carmen
Torres in their predatory lending case, RENE CARABALLO & CARMEN
TORRES, Plaintiffs, v. HOMECOMINGS FINANCIAL, et al., Defendants,
NO. 12 CIV. 3127 (JPO)(S.D.N.Y.).  The suit involves a home in the
Bronx, New York that the Plaintiffs purchased with financing from
the Defendants, a collection of financial services entities.  The
Plaintiffs moved for partial summary judgment declaring that the
mortgage filed against the Property is void and unenforceable.

The judge directed counsel for the parties to appear for a status
conference on May 30, 2014, at 12:00 p.m. in Courtroom 706 of the
Thurgood Marshall United States Courthouse, 40 Foley Square, New
York, New York, 10007.

Homecomings's bankruptcy proceedings were administered as a part
of In Re: GMAC-RFC Holding Company LLC, No. 12-bk-12029, Chapter
11 (S.D.N.Y. Bkcy).

A copy of the Court's May 21, 2014 Opinion and Order is available
at http://is.gd/FJ1i6vfrom Leagle.com.

Rene Caraballo and Carmen Torres are represented by Peter
Moulinos, Esq., at Moulinos & Associates LLC.

Defendants Federal National Mortgage Asociation, Mortgage
Electronic Registration Systems, Inc., and Nationstar Mortgage are
represented by Constantine D. Pourakis, Esq., at Stevens & Lee,
PC.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.  The Plan became effective on Dec. 17,
2013.


SIMPLEXITY LLC: Sells Intellectual Property for $285,000
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Simplexity LLC, at one time the largest independent
online activator of mobile phones, sold domain names and websites
for $285,000 to Wind N Sea Technology LLC.

According to the report, the marks and websites sold with
bankruptcy court authorization include Wirefly, the name given to
a Simplexity business that sold phones and service plans over the
Internet.

                     About Simplexity

Simplexity, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr.
D.Del.).  The case is before Judge Kevin Gross.  The Debtors'
counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware.
Prime Clerk LLC serves as claims and noticing agent.  Simplexity
hired Rutberg & Co. as investment banker.

Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.

The U.S. Trustee for Region 3 appointed five members to an
official committee of unsecured creditors.  Peter S. Partee, Sr.,
Esq., and Michael P. Richman, Esq., at HUNTON & WILLIAMS LLP, in
New York; and Christopher A. Ward, Esq., and Shanti M. Katona,
Esq., at Polsinelli PC, in Wilmington, Delaware, represent the
Committee.


SK FOODS: Kasowitz Wants Malpractice Suit In District Court
-----------------------------------------------------------
Law360 reported that Kasowitz Benson Torres & Friedman LLP asked a
California federal judge to withdraw a "misguided" malpractice
suit filed by the trustee of SK Foods LP from the company's
bankruptcy proceedings, arguing that it is entitled to a jury
trial in district court.

According to the report, the firm said trustee Bradley D. Sharp's
adversary suit claiming it breached ethical duties and obligations
while representing SK Foods during its bankruptcy belongs in
district court since it didn't arise only in the context of the
bankruptcy case and involves significant issues of non-bankruptcy
federal law.  Although the firm has motioned for an order
compelling arbitration of the claims, it said it maintains its
right to a jury trial in district court and will invoke that right
if necessary, the report related.

A similar adversary suit filed by Sharp against attorney Gary G.
Perry was previously moved from bankruptcy court under the same
standard, Kasowitz noted, the report further related.  In June
2012, District Judge Morrison C. England Jr. granted Perry's
motion to move the trustee's case to bankruptcy court, finding
that the majority of the claims were not core to the Chapter 11
case and that sending the case to district court would be an
efficient use of judicial resources, the report said.

The adversary case is Bradley D. Sharp v. Kasowitz Benson Torres &
Friedman LLP, case number 14-ap-02025.

                        About SK Foods

SK Foods LP ran a tomato processing facility.  It filed for
Chapter 11 bankruptcy protection after being dropped by its
lending group.  Creditors filed an involuntary Chapter 11 petition
against SK Foods LP and affiliate RHM Supply/ Specialty Foods Inc.
(Bankr. E.D. Cal. Case No. 09-29161) on May 8, 2009.  SK Foods
had said it was preparing to file a voluntary Chapter 11 petition
when the creditors initiated the involuntary case.  The Company
later put itself into Chapter 11 and Bradley D. Sharp was
appointed as Chapter 11 trustee.  The Debtors were authorized on
June 26, 2009, to sell the business for $39 million cash to a U.S.
arm of Singapore food processor Olam International Ltd.  The
replacement cost for the assets is $139 million, according to
Olam.

In February 2010, a federal grand jury returned a seven-count
indictment charging Frederick Scott Salyer, former owner and CEO
of SK Foods, with violations of the Racketeer Influenced and
Corrupt Organizations Act, in connection with his direction of
various schemes to defraud SK Foods' corporate customers through
bribery and food misbranding and adulteration, and with wire fraud
and obstruction of justice.

Salyer supporters launched a Web site which can be accessed from
two addresses: http://www.operationrottentomato.com/and
http://www.scott-salyer.com/


SPECIALTY HOSPITAL: Bankruptcy Case Moves to Washington, D.C.
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Specialty Hospital of Washington LLC, the operator of
two long-term acute-care hospitals in the U.S. capital, won't
reorganize in Delaware now that the Chapter 11 case has been sent
to Washington.

According to the report, the bankruptcy judge in Delaware signed
an order on May 9 moving the case at the behest of the District of
Columbia who filed to move the case to Washington.  The creditors
who filed the involuntary petition supported a move, the report
related.

                    About Specialty Hospital

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.

According to Web site
http://www.specialtyhospitalofwashington.com/capitol-hill/the
SHW Capitol Hill Campus provides 60 beds in private rooms for
extended stay critical care patients, plus 120 nursing center
beds.  The hospital has 24-hour in-house physician, nursing and
respiratory therapy coverage.


ST. FRANCIS HOSPITAL: Sale-Based Chapter 11 Plan Consummated
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that St. Francis Hospital, a 333-bed acute-care facility
in Poughkeepsie, New York, implemented the Chapter 11
reorganization plan on May 9 that the bankruptcy judge approved
under an April 30 confirmation order.

The Plan based on a previously approved sale of the facility to
Westchester County Health Care Corp., which promises to pay $3.5
million in cash, with $1 million to pay the breakup fee to Health
Quest Systems Inc., which was the stalking horse bidder for the
hospital's assets, and $2.5 million for costs of the bankruptcy.

Westchester will issue $27.4 million in new bonds to pay existing
bonds.  The buyer will also pay as much as $8 million to cover
late payments on contracts and will assume as much as $17.6
million in debt financing the bankruptcy.

                     About St. Francis' Hospital

St. Francis' Hospital, Poughkeepsie, New York, and four affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.  The case is
assigned to Judge Cecelia G. Morris.

The Debtors are represented by Christopher M. Desiderio, Esq.,
Daniel W. Sklar, Esq., and Lee Harrington, Esq., at Nixon Peabody
LLP, in New York.  Their financial adviser is CohnReznick Advisory
Group; and the investment banker is Deloitte Corporate Finance
LLC.  BMC Group is the claims and notice agent.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors.  The Creditors' Committee tapped Alston &
Bird LLP as counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC, as financial advisor.

On Jan. 30, 2014, Barry Bliss of Gibbons, P.C., was named as
patient care ombudsman in the Debtors' cases.


STEREOTAXIS INC: Signs $18MM Sales Agreement with Cantor
--------------------------------------------------------
Stereotaxis, Inc., entered into a Controlled Equity OfferingSM
Sales Agreement with Cantor Fitzgerald & Co., as sales agent,
pursuant to which the Company may offer and sell, from time to
time, through Cantor shares of its common stock, par value $0.001
per share, having an aggregate offering price of up to $18
million.

The Company is not obligated to sell any shares under the Sales
Agreement.  Subject to the terms and conditions of the Sales
Agreement, Cantor will use commercially reasonable efforts
consistent with its normal trading and sales practices, applicable
state and federal law, rules and regulations and the rules of The
NASDAQ Capital Market to sell shares from time to time based upon
the Company's instructions, including any price, time or size
limits specified by the Company.  Under the Sales Agreement,
Cantor may sell shares by any method deemed to be an "at-the-
market" offering as defined in Rule 415 under the U.S. Securities
Act of 1933, as amended, or any other method permitted by law,
including in privately negotiated transactions.  Cantor's
obligations to sell shares under the Sales Agreement are subject
to satisfaction of certain conditions, including customary closing
conditions for transactions of this nature.  The Company will pay
Cantor a commission of 3.0% of the aggregate gross proceeds from
each sale of shares and has agreed to provide Cantor with
customary indemnification and contribution rights.  Sales of
shares of common stock under the Sales Agreement will be made
pursuant to the registration statement on Form S-3 (File No. 333-
192606), which was declared effective by the U.S. Securities and
Exchange Commission on Dec. 11, 2013, and a related Prospectus
Supplement filed with the SEC on May 16, 2014.

A full-text copy of the Controlled Equity OfferingSM Sales
Agreement, dated May 16, 2014, by and between Stereotaxis, Inc.
and Cantor Fitzgerald & Co. is available for free at:

                        http://is.gd/TPNgis

                        About Stereotaxis

Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures.  The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.

Stereotaxis reported a net loss of $68.75 million in 2013,
following a net loss of $9.23 million in 2012.  The Company's
balance sheet at March 31, 2014, showed $29.83 million in total
assets, $45.42 million in total liabilities and a $15.59 million
total stockholders' deficit.

Ernst & Young LLP, in St. Louis, Missouri, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
net capital deficiency.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


TCI COURTYARD: Appeal Over Case Dismissal, Plan Rejection Tossed
----------------------------------------------------------------
District Judge Sam A. Lindsay in Dallas, Texas, tossed TCI
Courtyard, Inc.'s appeal from the bankruptcy court's:

     (1) Order Allowing Claim of Wells Fargo Bank (Claim
         No. 1-1), entered June 27, 2013;

     (2) Order Denying Confirmation of Debtor's Plan, entered
         June 27, 2013; and

     (3) Order Dismissing Case, With Prejudice, entered June 27,
         2013.

TCI Courtyard owns an apartment complex located in Holland, Ohio.

Wells Fargo filed a proof of claim asserting a claim of
$15,064,672.83 based on a promissory note secured by a mortgage on
the apartment complex.  TCI Courtyard objected to Wells Fargo's
proof of claim, arguing that it failed to reflect accurately the
amounts owed to Wells Fargo.  At a hearing conducted by the
bankruptcy court, Wells Fargo presented evidence that the total
amount due on the Promissory Note included $4,905,346.82 in
compounded default interest.  After the evidence was presented,
TCI Courtyard argued for the first time that compound interest is
disfavored under Illinois law and that the Promissory Note called
for only simple interest.

The bankruptcy court struck TCI Courtyard's legal argument
regarding compound interest as an untimely "ambush" and did not
specifically interpret the default interest provision of the
Promissory Note.  The court found that Wells Fargo's calculations
including compound rather than simple interest were "reasonable
and appropriate and consistent with the loan documents."  It
allowed Wells Fargo's claim as proposed, denied confirmation of
TCI Courtyard's plan, and dismissed the bankruptcy petition.

TCI Courtyard raises three issues on appeal, contending that the
bankruptcy court: (1) erred in allowing Wells Fargo's claim to be
computed with compound default interest; (2) improperly concluded
that TCI Courtyard's objection to the use of compound interest was
untimely; and (3) mistakenly denied confirmation of TCI
Courtyard's plan and dismissed its voluntary petition for
bankruptcy.

The parties agree that the appeal essentially turns upon whether
the bankruptcy court erred in allowing Wells Fargo's claim to be
computed with compound default interest.

According to the District Court, the contractual language is not
susceptible to more than one meaning.  It is apparent that the
parties intended for the default interest rate to be compounded.
To conclude that the parties meant for the interest rate to accrue
as simple interest at the Default Rate would ignore as surplusage
the language in the contract that default interest "shall be added
to the Principal Amount."  The contract did not only state that
"interest shall accrue at the Default Rate," and the court will
not ignore the remaining language of the provision.  Accordingly,
the bankruptcy court did not err in allowing Wells Fargo's claim
to be computed with compound default interest.  Because the court
finds no error in the Order Allowing Claim of Wells Fargo Bank
(Claim No. 1-1), TCI Courtyard's challenges to the Order Denying
Confirmation of Debtor's Plan and Order Dismissing Case, With
Prejudice -- both of which are based upon the allegedly improper
calculation of interest -- are without merit.

The case is, TCI COURTYARD, INC., Appellant, v. WELLS FARGO BANK,
NA, Appellee, Civil Action No. 3:13-CV-3465-L (N.D. Tex.).  A copy
of the District Court's May 20, 2014 Memorandum Opinion and Order
is available at http://is.gd/YzyQ5lfrom Leagle.com.

TCI Courtyard is represented by:

     Eric A. Liepins, Esq.
     LAW OFFICE OF ERIC A LIEPINS
     12770 Coit Rd Ste 1100
     Dallas, TX 75251-1329
     Tel: 972-991-5591

          - and -

     Matthew Clay Sapp, Esq.
     Robert B Gilbreath, Esq.
     HAWKINS PARNELL THACKSTON & YOUNG LLP
     4514 Cole Avenue, Suite 500
     Dallas, TX 75205-5412
     Tel: 214-780-5117
     E-mail: msapp@hptylaw.com
             rgilbreath@hptylaw.com

Wells Fargo Bank, NA, is represented by:

     Susan B Hersh, Esq.
     LAW OFFICE OF SUSAN B HERSH
     12770 Coit Rd Ste 1100
     Dallas, TX 75251-1329
     Tel: 972-503-7070

          - and -

     Brent W Procida, Esq.
     Gregory A Cross, Esq.
     VENABLE LLP
     750 E. Pratt Street, Suite 900
     Baltimore, MD 21202
     Tel: 410-244-7400
     Fax: 410-244-7742
     E-mail: bwprocida@Venable.com
             gacross@Venable.com

                        About TCI Courtyard

Dallas, Texas-based TCI Courtyard, Inc., dba Quail Hollow
Apartments, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
No. 12-37284) on Nov. 15, 2012.  Judge Stacey G. Jernigan presides
over the case.  Eric A. Liepins, Esq., at Eric A. Liepins, P.C.,
in Dallas, serves as the Debtor's counsel.  In its petition, the
Debtor scheduled $13,790,254 in assets and $15,964,116 in
liabilities.  The petition was signed by Steven Shelley, vice
president.

The Debtor owns a 200-unit apartment in Holland, Ohio known as
Quail Hollow at the Lakes.

According to the Troubled Company Reporter's records, TCI
Courtyard previously filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 11-34977) on Aug. 1, 2011.  The Liepins firm also served
as counsel in the previous case.  The Debtor estimated assets of
up to $10 million and debts of up to $50 million in the 2011
petition.

As reported by the TCR on July 10, 2013, the Bankruptcy Court
denied confirmation of TCI Courtyard's Amended Plan of
Reorganization and sustained the objection raised by Wells Fargo
Bank, N.A., f/k/a Wells Fargo Bank Minnesota, N.A., as Trustee for
the Registered Holders of J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2001-C1.  The Court also entered a separate order
dismissing, without prejudice, the Debtor's Chapter 11 case.


TELEXFREE LLC: To Get a Ch. 11 Trustee Soon as Fraud Charges Loom
-----------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that a
Massachusetts bankruptcy judge signaled he will move quickly to
appoint a Chapter 11 trustee to take control of TelexFree LLC,
which faces accusations of operating a $1 billion-plus pyramid
scheme.

According to the report, Judge Melvin Hoffman of the U.S.
Bankruptcy Court in Worcester, Mass., said that once additional
paperwork is on file, he would approve the appointment of the
trustee, an independent outsider who will replace the company's
current management.  The judge's remarks followed discussions in
which a federal bankruptcy watchdog, the Securities and Exchange
Commission and the U.S. attorney's office for the District of
Massachusetts agreed that the facts of the case warranted the
appointment, the report related.

                         About TelexFREE

TelexFREE -- http://www.TelexFREE.com-- is a telecommunications
business that uses multi-level marketing to assist in the
distribution of voice over internet protocol telephone services.
TelexFree's retail VoIP product, 99TelexFree, allows for unlimited
international calling to seventy countries for a flat monthly rate
of $49.90.  TelexFREE has over 700,000 associates or promoters
worldwide.

The company believes the sales of the 99TelexFree product, the
TelexFree "app," and other new products will ultimately prove
successful and profitable.  The company is struggling, however,
with several factors that required it to seek chapter 11
protection.  First, the Company experienced exponential growth in
revenue between 2012 and 2013 (from de minimus amounts to over $1
billion), which put tremendous pressure on the Company's
financial, operational and management systems.  Second, although
the company revised its original compensation plan to promoters in
order to address certain questions that were raised regarding such
plan, the company believes that the plans need to be further
revised.  Finally, the trailing liabilities arising from the
original compensation plan are difficult to quantify and have
resulted in substantial asserted liabilities against the company,
a number of which may not be valid.

TelexFREE LLC and two affiliates sought bankruptcy protection
(Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014.

Alvarez & Marsal North America, LLC is serving as restructuring
advisor and Greenberg Traurig, LLP and Gordon Silver are serving
as legal advisors to TelexFREE.

TelexFree, LLC, estimated $50 million to $100 million in assets
and $100 million to $500 million in liabilities.

The Debtors have been notified that they must file their schedules
of assets and liabilities and statements of financial affairs by
April 27, 2014.


TGI FRIDAYS: Sold to PE Firms for Over $800 Million
---------------------------------------------------
Gillian Tan, writing for The Wall Street Journal, reported that
TGI Fridays, the restaurant chain known for its burgers, steaks
and chicken wings, has found new owners in private-equity firms
Sentinel Capital Partners and TriArtisan Capital Partners.

The sale of the global restaurant chain by hospitality firm
Carlson Restaurants Inc. values Fridays at more than $800 million,
including debt, the Journal said, citing a person familiar with
the matter. The deal is expected to be completed by July, the
Journal related.


UNIFIED 2020: Chapter 11 Trustee Withdraws Bid to Sell Assets
-------------------------------------------------------------
The Bankruptcy Court, according to Unified 2020 Realty Partners,
LP's case docket, held a hearing on the motion of Daniel J.
Sherman, the Chapter 11 trustee, to withdraw the request to sell
substantially all of the Debtor's assets.

On April 17, the trustee asked the Court to approve bidding
procedures to govern the sale of assets.

The Trustee is represented by:

         Kevin D. McCullough, Esq.
         Kerry Ann Miller, Esq.
         ROCHELLE McCULLOUGH, LLP
         325 N. St. Paul Street, Suite 4500
         Dallas, TX 75201
         Tel: (214) 953-0182
         Fax: 214-953-0185

                    About Unified 2020 Realty

Unified 2020 Realty Partners, LP, was formed in November 2007 to
own the real property and improvements located at 2020 Live Oak
Street, in Dallas, Texas.  The property is comprised of a 12-story
office building and an adjacent three-story parking garage and
annex.

Unified 2020 filed a petition under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in
Dallas on May 6, 2013.  The petition was signed by Edward Roush as
president of general partner.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

The Debtor consented to the appointment of a trustee, and on
Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11
trustee.  Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P.
serves as general bankruptcy counsel to the trustee.

The Debtor has obtained permission from the Bankruptcy Court to
proceed with the pursuit of its disclosure statement and plan, in
tandem or parallel with any effort by the trustee to propose a
plan.

In January 2014, Unified 2020 Realty Partners withdrew its second
amended disclosure statement, which explains the company's plan of
liquidation.  At that time, the Debtor said it remains involved in
a negotiation process and do not want to impose upon the court's
time by filing another request to continue the disclosure
statement hearing.  United Central Bank objected to the Plan,
saying the Plan is not feasible, much less confirmable within a
reasonable period of time.


VERITY CORP: Incurs $212,700 Net Loss in March 31 Quarter
---------------------------------------------------------
Verity Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $212,755 on $366,598 of total
revenues for the three months ended March 31, 2014, as compared
with a net loss attributable to the Company of $529,623 on
$586,665 of total revenues for the same period last year.

For the six months ended March 31, 2014, the Company reported a
net loss attributable to the Company of $674,016 on $690,897 of
total revenues as compared with a net loss attributable to the
Company of $6.54 million on $682,786 of total revenues for the
same period during the prior year.

As of March 31, 2014, the Company had $4.62 million in total
assets, $8.30 million in total liabilities and a $3.68 million
total stockholders' deficit.

"As of March 31, 2014, Verity did not have and continues to not
have sufficient cash on hand to pay present obligations as they
become due. In addition, there is no assurance that we will be
able to raise additional capital on acceptable terms, if at all,
to meet our current obligations over the next 12 months.  Because
of the foregoing, Verity's auditors expressed substantial doubt
about our ability to continue as a going concern in the
September 30, 2013 Audit report," the Company stated in the
filing.

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

                        http://is.gd/xgUlOp

                 Termination of Contracts for Deed

In December 2012, Verity Corp's wholly owned subsidiary Verity
Farms LLC, entered into a Contract for Deed, as amended, with
Spader, Inc.  Pursuant to the Agreement, Verity Farms purchased
certain real estate interests in South Dakota from Spader, in
exchange for $2,400,000 to be paid over time.  The Company has not
made any payment to Spader under the agreement.  On May 16, 2014,
Verity Farms and Spader entered into a Termination Agreement,
pursuant to which the property rights were returned to Spader and
the financial obligations were terminated, resulting in the
elimination of $2,400,000 owed to Spader, together with accrued
interest of $192,000 as of April 30, 2014.

In December 2012, Verity Farms entered into a Contract for Deed,
as amended, with Spader pursuant to which Verity Farms purchased
certain real estate interests in Georgia from Spader, in exchange
for $500,000 to be paid over time.  The Company has not made any
payment to Spader under the agreement.  On May 16, 2014, Verity
Farms and Spader entered into a Termination Agreement, pursuant to
which the property rights were returned to Spader and the
financial obligations were terminated, resulting in the
elimination of $500,000 owed to Spader,  together with accrued
interest of $40,000 as of April 30, 2014.

                            About Verity

Sioux Falls, South Dakota-based Verity Corp., formerly AquaLiv
Technologies, Inc., is the parent of Verity Farms II, Inc.,
Aistiva Corporation (formerly AquaLiv, Inc.).  Verity Farms II is
dedicated to providing consumers with safe, high-quality and
nutritious food sources through sustainable crop and livestock
production.  Aistiva's technology alters the behavior of
organisms, including plants and humans, without chemical
interaction.  Aistiva's platform technology influences biological
processes naturally and without chemical interaction.  To date,
Aistiva has released products in the industries of water
treatment, skincare, and agriculture.

Verity Corp. reported a net loss attributable to the Company of
$7.59 million for the year ended Sept. 30, 2013, as compared with
a net loss attributable to the Company of $623,079 during the
prior fiscal year.

Bongiovanni & Associates, CPA's, in Cornelius, North Carolina,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Sept. 30, 2013.  The
independent auditors noted that the Company has suffered recurring
losses, has negative working capital, and has yet to generate an
internal net cash flow that raises substantial doubt about its
ability to continue as a going concern.


YSC INC: Richard Song Buying Comfort Inn for $7.5MM
---------------------------------------------------
Bankruptcy Judge Marc L. Barreca authorized, in a second order,
YSC, Inc., to sell its personal property located at 31622 Pacific
Hwy S., Federal Way, Washington, commonly known as the Federal Way
Comfort Inn, to Richard Song, or his assigns.

The Comfort Inn is one of two hotels operated by the Debtor.  The
other is a Ramada Inn in Olympia, Washington.  The Debtor's
principals, Chan and Sang Yim, own the Comfort Inn real estate
individually.  Thus only the personal property at the hotel, which
is owned by the Debtor, is an asset of the bankruptcy estate.

The Debtor had previously sought and obtained an agreed order
approving sale of the Comfort Inn to Sandhu NW Hospitality, LLC
for $7,500,000.  Sandhu is now in breach of the original sale
contract and the court's order approving sale.

The Debtor has, however, received a second offer for the Comfort
Inn at the same price as Sandhu's offer, i.e. for $7.5 million,
from Richard Song.

The offer from the Second Buyer appears to be superior to the
Sandhu offer.  First, it is based upon a down payment of at least
$2.5 million in cash, which will make financing for the Second
Buyer more feasible than for Sandhu, who apparently requires
financing in excess of the purchase price.  Second, the Second
Buyer is making the purchase pursuant to a 1031 exchange and
therefore is motivated to close the sale expeditiously.  His offer
provides for closing by June 15, 2014.

In this relation, the Debtor is relieved from any obligation to
sell the property to the originally-approved buyer due to Sandhu's
failure to close the purchase by the closing date of May 10, 2014.
Sandhu is relieved from any obligation to buy the property from
the Debtors and is entitled to a refund of its earnest money.

The Debtor is authorized to close the sale, subject to these
additional conditions, restrictions or requirements which are
incorporated into the Song Purchase and Sale Agreement:

   a) that the real estate commission to broker Sam Lee will be
      1.5% of the purchase price;

   b) that Song will deposit the earnest money in the amount of
      $100,000 into escrow and provide satisfactory verification
      on or before May 21, to Debtor's counsel;

   c) that Song will provide written waiver of all feasibility
      contingencies on or before May 23, 2014;

   d) that Song will provide written waiver of the financing
      contingency on or before May 30;

   e) that the earnest money deposit will then become
      nonrefundable after May 30;

   f) that the closing of the sale will be on June 17;

   g) the closing date may be extended upon mutual agreement of
      Song, the Sellers, and Whidbey Island Bank, which may be
      effectuated by email approvals by and between the parties;
      but in no event may the Closing date be extended beyond
      July 3; and

   h) if for any reason any of the foregoing deadlines are not
      met by Song, the Song Purchase and Sale Agreement will
      immediately terminate without any additional notice
      required by the Debtor, and Song and Debtor will be
      relieved of any further obligation under the Song Purchase
      and Sale Agreement, and the Debtor be and is thereafter
      authorized to sell the property to Sandhu without further
      Court order, pursuant to the Sandhu Purchase and Sale
      Agreement, and subject to additional conditions.

Whidbey Island Bank objected to the sale motion, stating that the
sale failed in these respects:

   1. the order approving the sale required that a commitment
      for financing be obtained by April 18.  This requirement
      was not met.

   2. a commitment for financing was eventually received on or
      about April 25.  However, what was received was far from
      a commitment to provide financing.  Instead, a conditional
      commitment was provided, and there is no evidence that any
      of the conditions have been satisfied.

The order set May 10 as the closing date.  [The original deal with
Sandhu was slated to close May 10.]   That date has not been met
either.  The loan commitment provides for an extension of
the closing date to June 20, 2014.

In a court filing on April 25, Whidbey Island said the buyer
breached the order approving sale by not meeting the financing
contingency deadline set by the court, which was April 18, 2014.
However the buyer still appears to want to move forward with and
close the sale.  Further the Debtor has discovered that its
owners, the Yims, will incur a not insubstantial capital gains tax
(estimated to be approximately $750,000) from the sale of the
Comfort Inn.

Whidbey Island is represented by:

         William B. Foster, Esq.
         HUTCHISON & FOSTER
         4300 - 198th Street SW
         P.O. Box 69
         Lynnwood, WA 98046-0069
         Tel: (425) 776-2147
         Fax: (425) 776-2140

                          About YSC Inc.

YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a
Ramada Inn in Olympia, Washington, filed a petition for Chapter 11
protection (Bankr. W.D. Wash. Case No. 13-17946) on Aug. 30, 2013,
in Seattle.

The owner listed the hotels as worth $17.9 million.  Total debt is
$18.5 million, including $18 million in secured debt.  Among
mortgage holders, Whidbey Island Bank is owed $13.3 million.

Bankruptcy Judge Marc L. Barreca presides over the case.  Wells
and Jarvis, P.S., serves as YSC's counsel.

Scott Hutchison, Esq., represents Whidbey Island Bank.

YSC's principals Sang Kil Yim and Chan Sook Yim filed for personal
Chapter 11 bankruptcy (Case No. 14-10897).


YSC INC: Hearing on Whidbey Bid for Stay Relief Moved to June 13
----------------------------------------------------------------
The Bankruptcy Court continued until June 13, 2014, at 9:30 a.m.,
the hearing to consider Whidbey Island Bank's motion for relief
from automatic stay in the Chapter 11 case of YSC Inc.

Objections, if any, are due June 6.

Whidbey Island Bank, a secured creditor, seeks to proceed with the
foreclosure of its Deed of Trust on the real property of Sang Kil
Yim and Chan Sook Yim, commonly known as the Ramada Hotel located
4520 Martin Way E, Olympia, Thurston County, Washington.

Additionally, Whidbey Island also requested:

   1. for relief from stay to non-judicially foreclose upon its
security interest in all fixtures located at the Ramada Inn, 4520
Martin Way E., Olympia, Washington granted to City Bank by Debtor
YSC, Inc. pursuant to that certain Commercial Security Agreement
dated March 20, 2008, which has been assigned to Whidbey Island
Bank;

   2. for an order that the personal property is abandoned as
property of the bankruptcy estate; and

   3. relief from the automatic stay to file and prosecute a
petition for the appointment of a custodial receiver of the real
and personal property in the Thurston County Superior Court.

                          About YSC Inc.

YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a
Ramada Inn in Olympia, Washington, filed a petition for Chapter 11
protection (Bankr. W.D. Wash. Case No. 13-17946) on Aug. 30, 2013,
in Seattle.

The owner listed the hotels as worth $17.9 million.  Total debt is
$18.5 million, including $18 million in secured debt.  Among
mortgage holders, Whidbey Island Bank is owed $13.3 million.

Bankruptcy Judge Marc L. Barreca presides over the case.  Wells
and Jarvis, P.S., serves as YSC's counsel.

Scott Hutchison, Esq., represents Whidbey Island Bank.

YSC's principals Sang Kil Yim and Chan Sook Yim filed for personal
Chapter 11 bankruptcy (Case No. 14-10897).


* 8th Circ. Says Bankrupt Developer Purposely Duped Lender
----------------------------------------------------------
Law360 reported that an Eight Circuit bankruptcy panel upheld a
Minnesota bankruptcy court's determination that a developer
purposely misrepresented to a lender that he would be using a
$500,000 loan to secure tenants for a property rather than to
settle other debts.

According to the report, the panel said that the bankruptcy court
correctly determined that Robert L. Fields had misled Community
Finance Group Inc., by telling the company he needed a loan to put
money into his struggling properties.


* Assessment First Makes Late Return Non-Dischargeable
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the debate continues among appellate courts in
Massachusetts regarding the dischargeability of taxes when returns
were filed late.

According to the report, two days apart in March, Massachusetts
federal courts reached opposite decisions.  The Bankruptcy
Appellate Panel, composed of three bankruptcy judge, ruled that
taxes shown in late-filed returns are dischargeable, the report
related.  That case involved facts where Massachusetts hadn't
assessed taxes before the bankrupts filed late returns, the report
further related.

In the other Massachusetts case, a district judge rule the
opposite, holding that tax debt isn't discharged if the return is
filed late, the report said.  The cases turn on a 2005 amendment
to Section 523(a) of the Bankruptcy Code, the report added.

The new case is Pendergast v. Massachusetts Department of Revenue
(In re Pendergast), 13-00032, U.S. First Circuit Bankruptcy
Appellate Panel (Boston).


* Circuit Court Allows Stay-Violation Damages for Distress
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Atlanta joined other
circuit courts in allowing emotional distress under Section 362(k)
of the Bankruptcy Code to qualify as "actual damages" that an
individual bankrupt can collect from someone who violates the
automatic stay.

According to the report, in a May 8 opinion by Circuit Judge Frank
M. Hull, the court set out three conditions that must be met
before emotional distress qualifies as recoverable "actual
damages."  Judge Hull said he was taking sides with four other
circuit courts that allow claims for emotional distress in stay-
violation cases under some circumstances, the report related.

There must be "significant emotional distress," the evidence must
"clearly establish" significant emotional distress and there must
be a "causal connection with that significant emotional distress
and the violation of the automatic stay," the report further
related.

The case is Lodge v. Kondaur Capital Corp., 13-bk-10919, U.S.
Court of Appeals for the 11th Circuit (Atlanta).


* Higher Expenses Used When Chapter 13 Plan Modified
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when individuals in Chapter 13 modify a confirmed
plan after income drops, they are entitled to use standard
Internal Revenue Service expenses applicable at the time of
amendment, not those in effect when they filed their petition.

According to the report, the couple filed Chapter 13 in 2009 and
confirmed a full-payment plan.  In 2013, they sought to amend the
plan after their incomes declined, the report related.

In calculating disposable income in connection with the amendment,
they sought to use 2013 IRS expenses, the report further related.
The trustee objected, lost and appealed, the report said.

The case is Neidich v. Lorenzo (In re Lorenzo), 13-cv-23100, U.S.
District Court, Southern District Florida (Miami).


* No End In Sight For Health Care Provider Bankruptcies
-------------------------------------------------------
Law360 reported that middle-market health care providers have been
consolidating and seeking bankruptcy protection for some time now,
but restructuring experts say the trend is gaining speed and won't
slow down as long as federal reimbursement rates stay steady and
inpatient numbers continue to decline.

According to the report, although overall commercial bankruptcy
filings have dropped steadily over the past year, bankruptcy
professionals say they are seeing hospitals and private practices
either seeking Chapter 11 relief or selling off assets at a
greater pace all over the country.


* Bankruptcy Mediation Is On The Rise, Panelists Say
----------------------------------------------------
Law360 reported that mediation in bankruptcy cases is on the rise
as debtors look to avoid prolonged, expensive litigation, but
judges and attorneys need to be careful in assessing what
situations are best suited for bringing in a mediator, experts
said.

According to the report, panelists at the American Bankruptcy
Institute's New York conference said the spike they've seen in
mediation -- mostly in the Delaware and Southern District of New
York bankruptcy courts -- is a positive trend. The process is
especially effective in particularly complex bankruptcies, the
report related.


* Sallie Mae to Pay $97-Mil. Fine Over Loans to Troops
------------------------------------------------------
Tara Siegel Bernard, writing for The New York Times, reported that
Sallie Mae, the giant student lender, and Navient, previously a
loan servicing unit of Sallie Mae, have agreed to pay $97 million
to settle allegations by federal regulators that military service
members were charged excessive interest and fees on student loans.

According to the report, the Justice Department said that
beginning in 2005, the companies failed to cap interest on loans
to military personnel at 6 percent -- a ceiling they are entitled
to as part of the Servicemembers Civil Relief Act.  The department
also asserted that the companies improperly obtained default
judgments against service members, the report related.

In a related complaint, the Federal Deposit Insurance Corporation
said that the companies improperly advised military members that
they had to be deployed to receive benefits under the act, among
other requirements that were misrepresented, the report further
related.  The F.D.I.C. also said Sallie Mae and Navient applied
payments in a way that maximized late fees and did not properly
disclose on borrowers' statements how the fees could be avoided,
the report said.


* Banks Say Deals With Colleges Could End If U.S. Rule Adopted
--------------------------------------------------------------
Carter Dougherty, writing for Bloomberg News, reported that
negotiations between industry, consumer groups and universities on
U.S. rules for banking services aimed at college students have
stalled over a Department of Education proposal to ban most
account fees.

According to the report, financial companies say that if the
proposal is adopted it could upend the multimillion-dollar
marketing deals between universities and firms including Wells
Fargo & Co., U.S. Bancorp and Huntington Bancshares Inc.  Advocacy
groups maintain that the banks are deliberately painting a worst-
case scenario, the report related.


* Banks at Wal-Mart Are Among America's Top Fee Collectors
----------------------------------------------------------
Mark Maremont and Tom McGinty, writing for The Wall Street
Journal, reported that Wal-Mart Stores Inc. is known as a low-cost
retailer, but customers of some of the independent banks inside
its outlets are among America's highest payers of bank fees -- a
large chunk of which come from overdraft charges.

A Wall Street Journal analysis of federal filings found that the
five banks with the most Wal-Mart branches, including Woodforest
National Bank, ranked among the top 10 U.S. banks in fee income as
a percentage of deposits in 2013.  Other banks among the top 10
serve the U.S. military, as the Journal reported in January.

Most U.S. banks earn the bulk of income through lending. Among the
6,766 banks in the Journal's examination, just 15 had fee income
higher than loan income -- including the five top banks operating
at Wal-Mart.


* Big Banks Meet Compliance Standards of Mortgage Settlement
------------------------------------------------------------
Saabira Chaudhuri, writing for The Wall Street Journal, reported
that four of the largest U.S. mortgage servicers have rectified
failures to comply with parts of a $25 billion landmark national
mortgage settlement, the watchdog overseeing the process said.

According to the report, Bank of America Corp., J.P. Morgan Chase
& Co., Citigroup Inc. and Wells Fargo & Co. passed all tests
reviewing their compliance with the National Mortgage Settlement
during the third and fourth quarters of last year, said the
monitor for the settlement, Joseph A. Smith.

In December, Mr. Smith had released a report saying Bank of
America, J.P. Morgan and Citigroup had each failed at least two of
29 metrics that measure standards over how to provide relief to
homeowners under threat of foreclosure, the report related.  In
total, the three banks failed on seven metrics in the first half
of 2013, the report further related.  Meanwhile, Wells Fargo was
deemed to have failed on one metric tied to its loan modification
program in a report released in June of last year, the report
said.


* Debt Rises in Leveraged Buyouts Despite Warnings
--------------------------------------------------
Gillian Tan, writing for The Wall Street Journal, reported that
Wall Street banks are financing more private-equity takeovers with
high levels of debt, despite warnings by regulators to reduce the
amount of risky loans they make.

According to the report, the Federal Reserve and the Office of the
Comptroller of the Currency last year issued guidance urging banks
to avoid financing leveraged buyouts in most industries that would
put debt on a company of more than six times its earnings before
interest, taxes, depreciation and amortization, or Ebitda.  The
Fed and the OCC also told banks to limit borrowing agreements that
stretch out payment timelines or don't contain lender protections
known as covenants, the report related.

Still, 40% of U.S. private-equity deals this year have used
leverage above that six-times ratio deemed the upper acceptable
limit by regulators, according to data compiled by S&P Capital IQ
LCD, the report further related.  That is the highest percentage
since the prefinancial-crisis peak of 52% of buyout loans in 2007.
Such lending all but disappeared during the crisis but has risen
each year since 2009, the report said.


* FHFA's Watt Imposing Less Risk Seen Rescuing Housing
------------------------------------------------------
Kathleen M. Howley, writing for Bloomberg News, reported that
Melvin Watt, the overseer of Fannie Mae and Freddie Mac, broke
five months of silence to help boost lending as slowing sales
threatens the housing recovery.

According to the report, Watt, 68, in his first speech as director
of the Federal Housing Finance Agency, announced new rules to
reduce the risk that lenders will have to repurchase bad
mortgages.  The changes, designed to allow banks to relax credit
standards, probably will increase housing sales by 5 percent this
year, Stephanie Karol, an economist at Englewood, Colorado-based
research firm IHS Inc., told Bloomberg.

"It means a restart for the real estate recovery," Mark Zandi,
chief economist of Moody's Analytics Inc., also told Bloomberg.
"We're not going to get back on track until we start making credit
more available to potential buyers." He said he expects Watt's
moves to spur "meaningful" sales growth.


* Geithner Must Provide S&P Documents in U.S. Fraud Suit
--------------------------------------------------------
Edvard Pettersson, writing for Bloomberg News, reported that
former U.S. Treasury Secretary Timothy Geithner must comply with
Standard & Poor's demand that he provide documents related to its
claim the U.S. sued the company in retaliation for downgrading
government debt.

According to the report, Harold W. McGraw III, chairman of S&P
parent McGraw Hill Financial Inc., said in a court statement that
Geithner called him days after S&P downgraded the U.S. debt in
August 2011 and told him that the company would be held
accountable for it.  McGraw said Geithner told him there would be
a "response" for the downgrade, which the government said was
based on an error, the report related.

The Justice Department and Geithner have denied there is a
connection between the downgrade and the lawsuit filed last year,
the report further related. The government has said it may seek as
much as $5 billion in civil penalties from S&P for losses to
federally insured financial institutions that relied on its
ratings for mortgage-backed securities and collateralized-debt
obligations, or CDOs, that lost value after the housing market
collapsed, the report said.

The case is U.S. v. McGraw-Hill Cos., 13-779, U.S. District Court,
Central District of California (Santa Ana).


* House Can Be Exempt as Marital Support or Alimony
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the "label alone is not controlling" when a court
must decide whether a home can be exempt as "spousal support."

According to the report, U.S. District Judge Patrick J. Duggan in
Detroit was confronted with a case in which a woman had been
severely injured riding a motorcycle with her future husband. She
was never again able to work and qualified for disability, the
report related.

When the couple divorced, the wife got child custody, the report
further related.  In a section of the separation agreement titled
"Property Settlement," the home was awarded to both parties,
although the wife got "exclusive use," the report said.

The case is Merillat v. Miller (In re Merillat), 14-bk-10896, U.S.
District Court, Eastern District of Michigan (Detroit).


* Cozen O'Connor Expands Insurance Practice, Hires Dentons Pro
--------------------------------------------------------------
With the recent addition of Kevin P. Kamraczewski as a member,
Cozen O'Connor has significantly added to the strength of its
Global Insurance Group and its Chicago office, where he will be
resident. Kamraczewski was formerly a partner at Dentons.

"As financial uncertainties around the world have impacted the
insurance market, clients need the type of experienced,
knowledgeable counsel that Cozen O'Connor has earned a global
reputation for providing," said Joseph A. Ziemianski, chair of the
Global Insurance Group. "With Kevin's broad experience in
insurance-related counseling and litigation, he brings a
tremendous depth and background to our firm and, adding to our
internationally acclaimed coverage practice."

Kamraczewski has spent 30 years representing insurers with complex
coverage litigation matters around the United States. His practice
includes class action litigation, commercial general liability,
auto, umbrella and excess liability, directors and officers
fiduciary, and other coverage matters. He has represented clients
with large, complex disputes regarding financial and surety bonds
and has handled many catastrophic claims for some of the country's
most devastating natural disasters, including Hurricanes Sandy and
Katrina. His practice also involves environmental litigation and
bankruptcy proceedings relating to the insolvency of chemical and
asbestos companies.

Kamraczewski earned his J.D. from the University of Illinois and
his A.B. with honors from the University of Chicago.

"From our office in Chicago, Cozen O'Connor represents clients
across the Midwest, the United States and the world," said Tia C.
Ghattas, office managing partner. "We are pleased to welcome Kevin
to our team, where he will enhance our presence."

Mr. Kamraczewski may be reached at:

         Kevin Kamraczewski, Esq.
         COZEN O'CONNOR
         333 West Wacker Drive
         Suite 1900
         Chicago, IL 60606
         Tel: (312) 382-3156
         Fax: (312) 382-8910
         Email: kkamraczewski@cozen.com

                       About Cozen O'Connor

Established in 1970, Cozen O'Connor has 575 attorneys who help
clients manage risk and make better business decisions. The firm
counsels clients on their most sophisticated legal matters in all
areas of the law, including litigation, corporate, and regulatory
law. Representing a broad array of leading global corporations and
middle market companies, Cozen O'Connor serves its clients' needs
through 23 offices across two continents.


* Patton Boggs to Merge with Squire Sanders
-------------------------------------------
Squire Sanders and Patton Boggs on May 23 announced that their
partners have approved a combination of the firms.  The combined
firm will bring together Squire Sanders' top ranked global legal
platform and Patton Boggs' preeminent public policy, white collar
and other practices to provide clients with unparalleled
geographic reach, breadth and depth of practice capabilities and
unmatched knowledge in matters where law, government and business
intersect.

Operating under the name Squire Patton Boggs, the firm will
consist of approximately 1,600 lawyers spanning 45 offices in 21
countries around the world. This places the firm among the top 25
firms globally in terms of lawyer headcount, and eighth by number
of countries where they have offices, as per The American Lawyer
2013 Global 100. The firm will also rank as one of the top 10
largest firms in Washington DC with approximately 280 lawyers and
among the largest in the United States with roughly 785 lawyers.

The merger of Squire Sanders and Patton Boggs will result in a
broader and deeper client offering, with complementary practice
areas and industry expertise that create a catalyst for increased
growth. The firm will be characterized by leading practice groups
in areas such as corporate, complex litigation, investigations and
white collar defense, intellectual property, public policy,
regulatory, capital markets, labor & employment, restructuring and
insolvency, real estate, sovereign representation, tax, and public
and infrastructure finance. The combined firm will offer leading
industry experience in sectors including banking and financial
services, energy, utilities, insurance, life sciences, healthcare,
transportation, technology and telecommunications.

"Today marks an important day in the history of our firm. Patton
Boggs is the premier public policy firm in the world, and this
combination establishes us as the ?go-to' firm for public policy
work. We also gain a leading position in the Middle East and
several new locations in the United States, while deepening our
bench in a number of important practices areas, all of which
strengthen our service platform," said Jim Maiwurm, Chair and
Global CEO of Squire Sanders. "Through our discussions we have
gained a great deal of respect for the partnership and culture of
Patton Boggs. We are very pleased to combine leading global and
public policy firms with diverse and strong practices and client
bases, strong regional positions and international orientations.
Together we will be uniquely positioned to respond to the needs of
business clients around the world."

"Squire Sanders is recognized as a one of the industry's leading
global law firms with practice and industry expertise in key
financial markets spanning the Americas, Europe, Asia-Pacific and
the Middle East," said Ed Newberry, Managing Partner of Patton
Boggs. "The platform and collective expertise created through this
combination provide considerable opportunities to access new
markets, engage clients in new ways and attract and retain top
talent. I couldn't be more excited for the future of our firm."

"Since the time Patton Boggs was founded over 50 years ago we set
out to create an innovative firm that brings legal expertise and
lobbying know-how to government and business leaders around the
world. That firm evolved into an industry game-changer," said
Thomas Hale Boggs, Jr., chairman of Patton Boggs. "Through our
combination with Squire Sanders we are doing it again, by bringing
together our rich experience with one of the world's most
expansive practice and geographic footprints."

"Our goal has long been to create a platform that allows our
lawyers to serve their clients no matter where in the world their
business needs take them. We have made great strides in this
regard, and the completion this merger marks another significant
milestone that will position us to become even more competitive in
an increasingly global marketplace where clients require
specialized expertise," said Squire Sanders Chairman-Elect Mark
Ruehlmann, who will become Chair and Global CEO on January 1,
2015, when Jim Maiwurm's term expires.

The merger is expected to take effect by June 1, 2014.

                       About Squire Sanders

Squire Sanders is one of the world's strongest integrated legal
practices with approximately 1,300 lawyers in 39 offices across 19
countries. Widely acknowledged for its international reach and
diverse sector expertise, it advises every type of business from
fast-growth companies and the established global mid-market to
Fortune 100 and FTSE 100 businesses, together with regional and
national governments. Some of the firm's recent accolades include:

   * Recognized by Law360 as a top 10 global law practice.

   * Ranked #2 M&A legal advisor by number of UK deals 2007 ? 2013
     in The Lawyer's "Top International Firms in London" survey.

   * Named among the "Top 15 Firms to Watch 2014" in the Asia
     Pacific by Asian Legal Business.

   * Named among the top 10 healthcare law practices by the
     American Health Lawyers Association.

   * Listed among the world's leading arbitration practices in the
     Global Arbitration Review's GAR100.

   * Ranked #6 in Commercial Property Executive's annual list of
     the "most powerful real estate law firms in the US."

   * Consistently ranked among top bond counsel firms by
     ThomsonReuters.

                      About Patton Boggs

Patton Boggs is a leader in public policy, litigation and business
law. The firm's core practice areas are government relations and
lobbying, administrative and regulatory, commercial and
transactional, litigation and dispute resolution, intellectual
property and international law.

From offices in Anchorage, Dallas, Denver, New York, and
Washington DC, and internationally in Abu Dhabi, Doha, Dubai and
Riyadh, nearly 400 lawyers and professionals provide
comprehensive, practical legal counsel to clients around the
globe. Some of the firm's recent accolades include:

   * Ranked #1 in the 2013 Legal Times Influence 50 survey of top
     lobbying firms by revenue.

   * Ranked #1 for Pro Bono, #2 for Firm Culture and #7 among the
     "Best Law Firms to Work For" by Vault.com.

   * Recognized by Chambers USA for its Nationwide practices in
     the areas of Government Relations, Political Law, Privacy and
     Data Security, Food & Beverages: Regulatory & Litigation,
     General Commercial Litigation (Alaska) and Native American
     Law.

   * Recognized by Chambers Global for its practice in the areas
     of Projects and Energy (Qatar), Dispute Resolution:
     International (Qatar), and Corporate/Commercial (Qatar).

Contact:

Angelo Kakolyris
Tel: 212-407-0148
Email: angelo.kakolyris@squiresanders.com


* Patton Boggs Merger Follows Ill-Fated Deals
---------------------------------------------
Jennifer Smith, writing for The Wall Street Journal, reported that
Patton Boggs LLP -- which two years ago was among defunct Dewey &
LeBoeuf LLP's potential suitors -- is set to cement a tie-up of
its own with the larger Squire Sanders that many people see as a
lifeline for the smaller firm after a rocky 18 months.

The Troubled Company Reporter, citing the Journal, previously
reported that Patton Boggs has hired a team of advisers to aid in
an overhaul of the firm's financial structure.  The advisers
included Zolfo Cooper LLC, a turnaround firm that provides
financial advice to companies and clients such as creditors in
American Airlines, the Journal related.

According to Ms. Smith, the merger between Patton Boggs and Squire
Sanders is is an unusual outcome in an industry where attempts by
distressed law firms to merge their way to stability often presage
a final collapse, as it did with Dewey, Howrey LLP and Heller
Ehrman LLP.


* Togut Segal Nabs Ex-Kasowitz Auto, Finance Bankruptcy Pro
-----------------------------------------------------------
Law360 reported that corporate bankruptcy law firm Togut Segal &
Segal LLP has hired a bankruptcy partner who commonly represents
clients in a variety of industries, including automotive,
financial and telecommunications, from Kasowitz Benson Torres &
Friedman LLP, Togut Segal confirmed.

According to the report, Jeffrey R. Gleit, now a partner in Togut
Segal's New York office and a recently named Law360 Bankruptcy
Rising Star, represents debtors, creditors, creditor groups and
investors in restructuring distressed companies in retail and
manufacturing industries as well, according to his new firm.
Prior to joining Togut Segal, Gleit had been with Kasowitz since
2005 after spending some time as an associate at Weil Gotshal &
Manges LLP, the report related.


* Delaware Bankruptcy Judge Walsh to Retire
-------------------------------------------
Jacqueline Palank and Peg Brickley, writing for The Wall Street
Journal, reported that the U.S. Bankruptcy Court in Wilmington,
Del., announced the forthcoming retirement of Judge Peter J.
Walsh, effective Jan. 1.

Calling Judge Walsh ?irreplaceable,? the announcement nevertheless
says that court officials are looking for a new judge to take his
spot on the bench that has consistently presided over some of the
biggest corporate restructurings in recent decades, according to
the report.

Judge Walsh, 79 years old, first joined the bankruptcy bench in
1993. For years he was, first with now-retired Judge Helen Balick
and then with current Judge Mary Walrath, one of only two sitting
bankruptcy judges in Delaware, leaving him with a heavy caseload,
the report related.  He served as chief judge from September 1998
to September 2003, the report further related.



                             *********

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.


                  *** End of Transmission ***