TCR_Public/140404.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, April 4, 2014, Vol. 18, No. 93

                            Headlines

128 INCORPORATED: Voluntary Chapter 11 Case Summary
30DC INC: Files Amendment to Fiscal 2013 Report
ABLEST INC: Files for Chapter 11 With Prepack Plan
ABLEST INC: Combined Hearing on Plan & Disclosures on May 5
ABLEST INC: Proposes KCC as Claims and Notice Agent

ABLEST INC: Seeks Approval of $50-Mil. Credit Suisse Financing
ABLEST INC: Case Summary & 35 Largest Unsecured Creditors
ALLIED INDUSTRIES: Court Approves RLS Inc as Appraiser
ALLIED INDUSTRIES: Can Hire DMA as Valuation Appraiser
ALLIED IRISH: Bank Raises EUR500MM Asset Covered Securities Bond

ALTA MESA: S&P Puts 'B' CCR on Watch Negative on Recapitalization
ANDALAY SOLAR: Issues $300,000 Convertible Note
ANDREWS REAL ESTATE: Voluntary Chapter 11 Case Summary
API SIGNS: Case Summary & 12 Unsecured Creditors
ASHLEY STEWART: US Trustee Forms Five-Member Creditor's Panel

AUTOMATED BUSINESS: PNC Seeks Rule 4001(d) Compliance
BALL CORP: Stock Repurchase No Effect on Moody's 'Ba1' CFR
BANK OF THE CAROLINAS: Turlington Again Raises Going Concern Doubt
BEACON ENTERPRISE: Now Known as "FTE Networks, Inc."
BELLE FOODS: Court Approves Settlement of Unions' Claims

BELLE FOODS: Hearing on Compromise Continued Until April 8
BONDS.COM GROUP: Oak Inv. Stake at 71.5% as of March 11
BROOKSTONE HOLDINGS: Files Chapter 11 with Offer From Spencer
BROOKSTONE HOLDINGS: Voluntary Chapter 11 Case Summary
BUDD COMPANY: Proposes Proskauer Rose as Chapter 11 Counsel

BUDD COMPANY: Taps Dickinson Wright as Special Counsel
BUDD COMPANY: Hiring Conway MacKenzie's Moore as CRO
BUDD COMPANY: Proposes Epiq as Claims and Balloting Agent
BWP SCHOOL: S&P Lowers Rating on 2013A & 2013B Bonds to 'BB'
CANCER GENETICS: Appoints Edward Sitar as Chief Financial Officer

CAPITALSOURCE 2006-A: Moodys Affirms 'Caa3' Ratings on 5 Notes
CCS MEDICAL: Moody's Lowers Corp. Family Rating to 'Caa2'
CHINESEINVESTORS.COM: Files Amendment to Fiscal 2013 Report
CLIFFS NATURAL: To Voluntarily Delist From Euronext Paris
CLUBCORP CLUB: Moody's Cuts Rating on Sr. Secured Bank Debt to B1

COLOR STAR: Court Approves Gavin/Solmonese as Panel's Advisors
COMPETITIVE COMPANIES: Has $3.42-Mil. Net Loss in 2013
D & H HOTELS: Case Summary & 14 Unsecured Creditors
DATAPIPE INC: S&P Affirms 'B' CCR on $40MM Add-On; Outlook Neg.
DEMCO INC: Committee Can Hire Amigone Sanchez as Counsel

DIGITAL DOMAIN: Forbearance Period Under DIP Loan Expires May 2
DOLAN CO: Designates Kevin Nystrom as Chief Restructuring Officer
DOLAN CO: Seeks to Tap Peter J. Solomon as Investment Banker
DOTS LLC: Retains Hilco Streambank to Sell Intellectual Property
DYNAGAS LNG: Reports $45.6 Million Net Income in 2013

EARTH HARVEST: Grain Elevator Bankruptcy Settlement Proposed
ECKO UNLIMITED: Seeks Chapter 11 Bankruptcy Protection
ECKO UNLIMITED: Voluntary Chapter 11 Case Summary
EFUSION SERVICES: Add'l Disclosure to Powell Theune Hiring Filed
EMSCHARTS: Golden Hour Wins Patent Infringement Suit

ENDEAVOUR INTERNATIONAL: James Browning Appointed to Board
EVERGREEN SKILLS: Moody's Assigns B3 Corporate Rating
FASTLANE HOLDING: S&P Lowers CCR to 'B-' on Elevated Leverage
FLUX POWER: Obtains $1.9 Million From Units Offering
FLUX POWER: Michael Johnson Stake at 56.1% as of Jan. 13

FLUX POWER: Number of Directors Increased to Five
GLOBAL GEOPHYSICAL: Taps Baker Botts as Counsel
GLOBAL GEOPHYSICAL: Proposes Jordan Hyden as Bankruptcy Counsel
GLOBAL GEOPHYSICAL: Wins Interim Nod to Pay Key Suppliers
GLOBAL GEOPHYSICAL: Proposes Procedures to Protect NOLs

GOSPEL WAY CHURCH: Voluntary Chapter 11 Case Summary
GRAND CENTREVILLE: Court Wants Update on Employment Applications
GREEKTOWN HOLDINGS: Terminates Registration of Series A-1 Shares
GUIDED THERAPEUTICS: UHY LLP Raises Going Concern Doubt
GULFCO HOLDING: Benesch Friedlander Okayed as Bankr. Counsel

GULFCO HOLDING: Files Amended Schedules of Assets and Liabilities
HAYDELL PROPERTIES: April 10 Hearing on Case Dismissal Bid
HEDWIN CORP: Plastic Container-Maker Files for Bankruptcy
HILLSDALE COMMUNITY: S&P Revises Outlook & Affirms 'BB+' Rating
IGLESIA MONTE: Case Summary & 8 Unsecured Creditors

IMAGIMED LLC: Voluntary Chapter 11 Case Summary
INDEPENDENCE RESOURCES: Incurs $70K Net Loss in June 30 Quarter
INTELLIPHARMACEUTICS INT'L: Annual Meeting Held on March 27
JED SERVICES: Selling 1998 Peterbilt Truck on April 24
JEFF'S GOURMET: Case Summary & 20 Largest Unsecured Creditors

KEURIG GREEN: S&P Raises CCR to 'BB' Over Deal With Coca-Cola
KINGDOM COMMUNITY: Voluntary Chapter 11 Case Summary
LAMAD MINISTRIES: Case Summary & 20 Largest Unsecured Creditors
LB-UBS COMMERCIAL 2003-C8: Moody's Cuts X-CL Certs Rating to Caa3
LEHMAN BROTHERS: To Pay Another $17.9 Billion to Creditors

LEHMAN BROTHERS: Accord With Swiss Derivatives Unit Now Effective
LEHMAN BROTHERS: Wins Nod to Reserve $103MM for Stonehill Claims
LEHMAN BROTHERS: Freddie Mac Drops Probe on $1.2-Bil. Transfer
LOCATION BASED TECH: Inks Exclusive Licensing Pact with Oak Ridge
LONCOR RESOURCES: To Voluntarily Delist From NYSE MKT

LTI FLEXIBLE: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
LUCAS ENERGY: NYSE  MKT Accepts Listing Compliance Plan
MANLEY CONSTRUCTION: Case Summary & 10 Top Unsecured Creditors
MCCLATCHY CO: Bestinver Gestion Stake at 14.7% as of March 18
MCDERMOTT INT'L: Moody's Lowers Corp. Family Rating to 'Ba3'

MF GLOBAL: Customers to Be Paid Back in Full
MICHAEL BAKER: S&P Affirms 'B+' CCR & Rates $125MM Toggle Notes B-
MOMENTIVE PERFORMANCE: S&P Lowers Corp. Credit Rating to 'CC'
MONTREAL MAINE: Court Sets June 13 as Claims Bar Date
MORGAN STANLEY: Moody's Cuts Rating on Class L Certs to C(sf)

NIA COMPREHENSIVE: Case Summary & 5 Unsecured Creditors
NIELSEN HOLDINGS: Fitch to Withdraw 'BB' Issuer Default Rating
NORTEK INC: Moody's Affirms 'B3' CFR & Rates New Term Loan 'Ba3'
NTG CLARITY: In Default of OSC Continuous Disclosure Requirements
OLLIE'S HOLDINGS: S&P Affirms 'B' Rating Following $60MM Add-On

ORBITZ WORLDWIDE: Moody's Affirms B2 CFR & Alters Outlook to Pos.
ORBITZ WORLDWIDE: S&P Raises CCR to 'B+' on Refinancing
OVERSEAS SHIPHOLDING: Heidrick Okayed as Board Search Advisor
PANACHE BEVERAGE: Releases New Line of Premium Spirits
PEDRO'S TAMALES: Case Summary & 20 Largest Unsecured Creditors

PETCETERA: To File for Creditor Protection in Canada
PHILADELPHIA ENTERTAINMENT: Meeting to Form Panel on April 10
PLUG POWER: Air Liquide Stake at 9.4% as of March 8
POCMONT PROPERTIES: Voluntary Chapter 11 Case Summary
PREMIER GOLF: Case Dismissal Hearing Set for April 7

PREMIUM LOAN: Moody's Lowers Class C Notes to 'Ca(sf)'
PUTNAM STRUCTURED 2002-1: Moody's Affirms Cl. B Notes' Ba3 Rating
QUANTUM FOODS: Court Approves City Capital as Investment Banker
QUANTUM FOODS: Court Extends Schedules Filing Deadline to May 5
QUEEN BALLPARK: Moody's Maintains 'Ba1' Rating on $662MM Bonds

RAVENNA METROPOLITAN: Voluntary Chapter 11 Case Summary
REALOGY GROUP: Moody's Rates New Senior Notes Due 2019 'Caa1'
REALOGY GROUP: S&P Assigns B Rating to $450MM Sr. Unsecured Notes
RECONROBOTICS INC: Involuntary Chapter 11 Case Summary
RES-CARE INC: S&P Affirms 'BB-' CCR & Rates Sec. Facility 'BB-'

REVSTONE INDUSTRIES: Has Until April 8 to File Chapter 11 Plan
RITE AID: Amends Credit Agreement with Citicorp
SALON MEDIA: Stockholders Elect Six Directors
SHAR ENTERPRISES: Case Summary & Unsecured Creditor
SIGNODE INDUSTRIAL: S&P Rates $750MM Sr. Unsecured Notes 'CCC+'

SIGNODE INDUSTRIAL: Moody's Rates New Sr. Unsecured Notes 'Caa1'
SIMPLEXITY LLC: Hires Young Conaway as Bankruptcy Counsel
SIMPLEXITY LLC: Taps Prime Clerk as Claims & Noticing Agent
SMHC LLC: Case Summary & Unsecured Creditor
SOUTHLAKE MALL: Vintage Real Estate Acquires Business

SPENDSMART PAYMENTS: Gets $2.2MM From Stock & Warrants Offering
SPLISH SPLASH: Case Summary & 13 Unsecured Creditors
TANDY BRANDS: Tiger Group Puts Up Assets for Sale
TRANSGENOMIC INC: Dr. Michael Luther Joins Board of Directors
TRONOX INC: Anadarko Settles Lawsuit for $5.15 Billion

TUSCANY INT'L: Can Hire Young Conaway as Attorneys
TUSCANY INT'L: Court Okays McCarthy Tetrault as Canadian Counsel
TUSCANY INT'L: Gets Court Okay to Hire Latham as Co-Counsel
TUSCANY INT'L: Reports Fourth Quarter & Year-End 2013 Results
UBS COMMERCIAL 2012-C1: Moody's Affirms B2 Rating on Cl. F Certs

VAIL LAKE: Has Until May 1 to File Chapter 11 Plan
VALUE HOMES: Voluntary Chapter 11 Case Summary
WALL STREET SYSTEMS: S&P Rates $460MM Sr. Secured Loan 'B'
WAVETRUE INC: Exits Chapter 11 Bankruptcy Court Protection
WFRBS 2014-C19: Moody's Assigns Ba3 Rating to Cl. X-B Securities

WHEATLAND MARKETPLACE: Can Use Cash Collateral Through June 30
WIZARD WORLD: John Maatta Named Chairman of Governance Committee

* Moody's Takes Action on $407 Million of Prime Jumbo RMBS
* The Geneva Association Issues Analysis on U.S. Pension Crisis

* William Naumann Among List of "San Diego's Top Lawyers 2014"
* William Naumman Achieves Martindale-Hubbell AV Preeminent Rating

* BOOK REVIEW: AS WE FORGIVE OUR DEBTORS: Bankruptcy and Consumer
               Credit in America


                             *********


128 INCORPORATED: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 128 Incorporated
        5798 W. Shore Drive
        New Port Richey, FL 34652

Case No.: 14-03688

Chapter 11 Petition Date: April 1, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Hon. Michael G. Williamson

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: 813-877-4669
                  Fax: 813-877-5543
                  Email: Buddy@tampaesq.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Harry Pappas, president.

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


30DC INC: Files Amendment to Fiscal 2013 Report
-----------------------------------------------
30DC, Inc., filed with the U.S. Securities and Exchange Commission
on March 26, 2014, an amendment to its annual report on Form 10-K
for the fiscal year ended June 30, 2013.  A copy of the filing is
available at http://is.gd/XSGD8o

MaloneBailey, LLP, expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has suffered losses from operation and has a working capital
deficit as of June 30, 2013.

The Company reported a net loss of $407,642 on $1.97 million of
total revenue in 2013, compared with net income of $32,207 on
$2.92 million of total revenue in 2012.

The Company's balance sheet at June 30, 2013, showed $2.86 million
in total assets, $2.14 million in total liabilities, and
stockholders' equity of $721,206.

                         About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

30DC incurred a net loss of $407,642 on $1.97 million of total
revenue for the year ended June 30, 2013, as compared with net
income of $32,207 on $2.91 million of total revenue during the
prior fiscal year.

As of Dec. 31, 2013, the Company had $3.19 million in total
assets, $2.02 million in total liabilities and $1.17 million in
total stockholders' equity.


ABLEST INC: Files for Chapter 11 With Prepack Plan
--------------------------------------------------
Ablest Inc. and its debtor-affiliates sought Chapter 11 bankruptcy
protection with a prepackaged plan of reorganization that will
reduce $650 million of debt by $300 million.

Ablest said the Plan provides for a significant deleveraging of
their balance sheet through the infusion of $225 million of new
equity capital, the raising of $470 million of new debt ($350
million of which will be funded at Plan consummation), the
satisfaction or other resolution of certain other liabilities of
the Debtors and the contribution of additional staffing businesses
by affiliates of the Debtors' equity holder, the Sorensen Trust.

The Plan is supported by the holders of the vast majority of the
claims under the prepetition first lien agreement the prepetition
second lien credit agreement, and the equity holder, The Sorensen
Trust, which owns 96% of the stock.  The Plan leaves general
unsecured claims unimpaired.

                        $700 Million Debt

The company has $492 million in principal outstanding on a first-
lien debt provided by lenders led by Bank of the West, as agent,
and $159 million in principal outstanding on a second-lien debt
owed to lenders led by Wilmington Trust National Association, as
agent.  The Debtors also owe:

   -- $1.9 million on certain seller notes;

   -- $16.5 million of letters of credit securing certain workers'
      compensation obligations;

   -- $22.3 million owing to the State Compensation Insurance Fund
      pursuant to a settlement of a lawsuit; and

   -- $17.5 million in outstanding unsecured trade debt.

                       Road to Chapter 11

The company said that the economic slowdown that began in 2007
depressed demand for both permanent and temporary staff in the
ensuing years.  To cope with the economic downturn and the
liquidity issues that resulted, the Debtors entered into a
definitive agreement and plan of merger in December of 2009 with
Atlas Acquisition Holding Corporation, a special purpose
acquisition company or "SPAC" established in January of 2008.
However, the agreement failed to receive approval from the SPAC
shareholders in early 2010 and that entity was liquidated.

In May 2010, the Debtors were unable to deliver audited financial
statements to their lenders for fiscal year 2009.  Since that
date, the Debtors have been in default under their credit
agreements.

To preserve liquidity, the Debtors ceased making certain principal
and interest payments to first lien lenders during 2013 and
certain interest payments to second lien lenders in July 2011.

The forbearance agreement with lenders expired on August 9, 2013.

During the forbearance periods, the Debtors, through their
investment banker, Goldman Sachs, & Co. reached out to
approximately 94 parties to explore potential acquisition
scenarios.  Eight parties submitted initial indications of
interest.  By August 2013, the bidding process had narrowed to a
single party ("Party A").  The Debtors determined, however, that
the proposal advanced by Party A was uncertain and not viable.

In July 2013, a subset of the prepetition lenders advised the
company of their intent to develop a proposal for a standalone
restructuring (the "Creditor-Led Plan"), which is outlined in the
Debtors' prepackaged plan.  The Debtors and their advisors
determined that the Creditor-Led Plan represented the best
available alternative.

The minority of the prepetition lenders did not support the
Creditor-Led Plan, and on December 16, 2013 commenced a lawsuit
against the Debtors' principal -- D. Stephen Sorensen -- alleging
that Mr. Sorensen breached his fiduciary duties by proceeding with
the Creditor-Led Plan in light of the alternative proposal
received from Party A.

On Feb. 25, 2014, the Company received a proposal regarding a
potential alternative transaction involving an acquisition of the
Company by a publicly-traded special purpose acquisition company
(the "SPAC Proposal") sponsored by an affiliate of Party A. T
Although the SPAC Proposal includes a base cash purchase price and
therefore purported recoveries that appear to be higher than the
cash values to be distributed under the Creditor-Led Plan, the
Company and its advisors have concluded that it is highly unlikely
these recoveries would be achievable for a number of reasons,
including:

  (i) lack of creditor support for the SPAC Proposal, thereby
requiring that the SPAC Proposal be pursued on a non-consensual
basis over the objections of the majority of the Prepetition First
Lien Lenders and the Prepetition Second Lien Lenders;

(ii) the ensuing cost and time delays that a non-consensual
bankruptcy would have on the Company's business and operations,
and the risk of significant business deterioration resulting from
a longer and non-consensual bankruptcy;

(iii) the fact that the SPAC Proposal requires significantly more
time to consummate due to the need for the SPAC to obtain
clearance from the Securities and Exchange Commission.

(iv) the uncertainties associated with attempting to effect a
concurrent closing with a third-party competitor for which due
diligence by the Company had not commenced; and

  (v) the risk of substantial diminution of recoveries available
to creditors due to increasing liabilities and obligations during
the delay in consummation of the transaction.

The Debtors thus believe that the Creditor-Led Plan is preferable
to the SPAC Proposal or any proposed alternative restructuring
transaction for purposes of maximizing recovery to creditors, and
that view has been validated by the overwhelming support of the
prepetition lenders.

                      First-Day Motions

Aside from the plan documents, the Debtors on the Petition Date
filed various first-day motions.   The Debtors are seeking
approval to:

   -- extend the deadline to file their schedules of assets and
liabilities and statements of financial affairs by 35 days to 65
days from the Petition Date, and waive the requirement for those
documents if the Prepack Plan is confirmed before the deadline;

   -- enter into a backstop agreement with parties who will
backstop the rights offering to the prepetition lenders for the
purchase of shares of new common stock; and

   -- assume a restructuring support agreement with certain
secured lenders and a support agreement with the Sorensen parties.

Pursuant to the Restructuring Support Agreement, consenting
lenders agreed to support and vote for the Prepack Plan.  As part
of the RSA, the Debtors agreed to pay the fees and expenses
incurred by the legal and financial advisors to the steering
committee of lenders (including Milbank, Tweed, Hadley & McCloy
LLP) and the agents (including Katten Muchin Rosenman LLP and
Dechert LLP) as they become due.  Under the Sorensen support
agreement, the Sorensen Family Trust and related parties agreed to
support and use reasonable best efforts to complete all actions
contemplated to be taken by such Sorensen party in connection with
the restructuring outlined in the Plan.

Pursuant to the rights offering incorporated in the Plan, holders
of prepetition first lien loan claims that are "accredited
investors" are receiving the right to purchase a pro rata portion
of shares of new Class A common stock, offered for an aggregate
purchase price of $175 million.  Under the terms of the backstop
agreement, the backstop parties would purchase (1) $50,000,000 of
new common stock, and (2) the amount of new common stock that are
offered pursuant to the rights offering in connection with the
restructuring and not otherwise purchased.  The Debtors agree to
reimburse the backstop parties for all reasonable fees and
expenses and indemnify each backstop party.  The backstop parties
are:

   -- Anchorage Capital Master Offshore, Ltd.,
   -- GRF Master Fund II, L.P.,
   -- Blue Mountain Capital Management LLC,
   -- Pine River Fixed Income Master Fund Ltd.,
   -- LMA SPC on behalf of the MAP 89 Segregated Portfolio,
   -- Pine River Opportunistic Credit Master Fund Ltd.,
   -- Pine River Master Fund Ltd.,
   -- Pine River Credit Relative Value Master Fund Ltd.,
   -- Marblegate Special Opportunities Master Fund, L.P., and
   -- Redwood Master Fund, Ltd.

                       About Ablest Inc.

Ablest Inc. and its debtor-affiliates sought bankruptcy protection
(Bankr. D. Del. Lead Case No. 14-10717) on April 1, 2014, with a
prepackaged plan of reorganization that will reduce debt by $300
million.

Ablest together with its affiliates is a leading national provider
of temporary staffing services in the United States and is the
largest provider of temporary staffing services in California.  It
provides staffing services on temporary, "temp-to-hire", and
project-by-project basis through a network of 312 offices in 48
states.  The company currently employs 75,000 full and part time
employees in hourly, salaried, supervisory, management and sales
positions plus 1,500 corporate and branch employees.

During the fiscal year ended Dec. 29, 2013, the Debtors placed
approximately 300,000 temporary employees and provided staffing
services to 11,500 customers.  For fiscal year 2013, the Debtors
had $2 billion in gross revenue.

Law firms involved in the case are:

    * Counsel to the Debtors:

         PACHULSKI STANG ZIEHL & JONES
         10100 Santa Monica Boulevard
         13th Floor, Los Angeles, CA 90067-4100
         Attn: Jeffrey N. Pomerantz
         150 California Street, 15th Floor
         San Francisco, CA 94111
         Attn: Debra Grassgreen

    * Counsel to the Debtors:

         SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
         4 Times Square,
         New York, NY 10036
         Attn: Kenneth S. Ziman
         300 South Grand Avenue, Suite 3400
         Los Angeles, CA 90071
         Attn: Glenn S. Walter

    * Counsel to the Steering Committee:

         MILBANK, TWEED, HADLEY & MCCLOY LLP,
         601 South Figueroa Street, 30th Floor
         Los Angeles, CA 90017
         Attn: Mark Shinderman and Brett Goldblatt

                  - and -

         MORRIS, NICHOLS, ARSHT & TUNNELL LLP,
         1201 North Market Street, 16th Floor, P.O. Box 1347
         Wilmington, DE 19899-
         Attn: Robert J. Dehney

    * Counsel to the Prepetition First Lien Agent:

         KATTEN MUCHIN ROSENMAN LLP
         515 S. Flower Street, Suite 1000
         Los Angeles, CA 90071-2212
         Attn: William B. Freeman
         575 Madison Avenue, New York, NY 10022-2585
         Attn: Karen B. Dine


                  - and -

         COUSINS CHIPMAN AND BROWN LLP
         1007 North Orange Street, Suite 1110
         Wilmington, DE 19801
         Attn: Scott D. Cousins

    * Counsel to the Prepetition Second Lien Agent

         DECHERT LLP
         1095 Avenue of the Americas
         New York, NY 10036-6797
         Attn: Allan S. Brilliant and James O. Moore

    * Counsel to the Consenting Equity Holder:

         COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
         301 Commerce Street, Suite 1700
         Fort Worth, TX 76102
         Attn: Michael D. Warner
         Court Plaza North, 25 Main Street
         Hackensack, NJ 07601
         Attn: Adam J. Sklar


ABLEST INC: Combined Hearing on Plan & Disclosures on May 5
-----------------------------------------------------------
Ablest Inc. and its debtor-affiliates will seek confirmation of
their Prepackaged Joint Plan of Reorganization and explanatory
Disclosure Statement at a combined hearing on May 5, 2014,
commencing at 9:30 a.m. (prevailing Eastern Time).

As of April 1, 2014, the Debtors will have outstanding secured
debt in an aggregate amount, including accrued interest, of
approximately $651 million. Upon emergence from chapter 11, the
Reorganized Debtors expect to have outstanding term debt of
approximately $350 million. The Reorganized Debtors also expect to
have access to a new asset based revolving credit facility in a
principal amount up to $120 million that will be used to finance
operations.

Objections to approval of the Disclosure Statement or confirmation
of the Plan are due April 28, 2014, at 4:00 p.m.

The Plan contemplates:

    (i) Approximately $456 million in aggregate principal amount
of first-lien debt will be exchanged for $365 million in cash and
subscription rights allowing the holders of prepetition first lien
loan claims to participate in a rights offering.  Recovery for
first-lien lenders will be at least 80%.

   (ii) Approximately $121 million in aggregate principal amount
of second lien-debt will be exchanged for $12 million in cash and
new warrants for the purchase of new common stock of the
Reorganized Parent.  Recovery for second-lien lenders will be at
least 10%.

   (iii) Unsecured claims will be reinstated and paid subject to
the terms and conditions thereof.  Recovery for unsecured
creditors will be 100%.

   (iv) All existing equity interests will be cancelled.  In
exchange for new common stock, the Sorensen Trust will cause SB
Group Holdings, Inc. to contribute to the Reorganized Parent on
the Effective Date all of the issued and outstanding capital stock
of Decca Consulting, Inc., Decca Consulting Ltd., Resdin
Industries, Inc. and Vaughan Business Solutions, Inc., and will
cause Esperer Holdings, Inc. to contribute to the Reorganized
Parent on the Effective Date certain transferred agreements.
Sorensen will also receive (i) new common stock under the terms of
a restricted stock award agreement, (ii) new common stock in
connection with the conversion of certain notes, and (iii) an
option to designate and purchase additional new common stock for
cash in an aggregate amount of $4 million.

   (v) Sorensen will grant the Reorganized Parent on the Effective
Date an option to purchase Butler America Inc., Butler
America TCS, Inc., Butler America Staffing LLC and Butler
Technical Services India (P) Ltd.

To satisfy creditor claims in accordance with the Plan, the
Debtors have secured commitments for new equity aggregating $225
million, consisting of a commitment for an equity investment in
cash, to be consummated pursuant to a rights offering.  In
addition, Credit Suisse and Royal Bank of Canada have been
retained to arrange a new $350 million term loan and $120 million
asset-based revolving loan facility, respectively.  Both Credit
Suisse and RBC have expressed their confidence in the Company's
ability to obtain the requisite financing. The Debtors intend to
utilize the proceeds of the $225 million equity investment and the
$350 million term loan, which will be funded at Plan consummation,
to meet their obligations under the Plan.  The $120 million asset-
based revolving loan facility will be used to fund the Debtors'
working capital requirements and, if needed, to meet the Debtors'
obligations under the Plan.

The Debtors will file the plan supplement no later than 10 days
before the confirmation hearing.

A copy of the Prepackaged Plan is available for free at:

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

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

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

                       About Ablest Inc.

Ablest Inc. and its debtor-affiliates sought bankruptcy protection
(Bankr. D. Del. Lead Case No. 14-10717) on April 1, 2014, with a
prepackaged plan of reorganization that will reduce debt by $300
million.

Ablest together with its affiliates is a leading national provider
of temporary staffing services in the United States and is the
largest provider of temporary staffing services in California.  It
provides staffing services on temporary, "temp-to-hire", and
project-by-project basis through a network of 312 offices in 48
states.  The company currently employs 75,000 full and part time
employees in hourly, salaried, supervisory, management and sales
positions plus 1,500 corporate and branch employees.

During the fiscal year ended Dec. 29, 2013, the Debtors placed
approximately 300,000 temporary employees and provided staffing
services to 11,500 customers.  For fiscal year 2013, the Debtors
had $2 billion in gross revenue.

The Debtors have tapped (i) the law firm of Pachulski Stang Ziehl
& Jones LLP as co-restructuring counsel; (ii) Skadden, Arps,
Slate, Meagher & Flom LLP as co-restructuring counsel and
corporate and securities counsel; (iii) AlixPartners LLP as
restructuring advisors; (iv) Goldman, Sachs & Co., as financial
advisor; and (v) Kurtzman Carson Consultants LLC as claims and
noticing agent.

As of April 1, 2014, the Debtors will have outstanding secured
debt in an aggregate amount, including accrued interest, of
approximately $651 million.  Ablest's assets are estimated at $100
million to $500 million.


ABLEST INC: Proposes KCC as Claims and Notice Agent
---------------------------------------------------
Ablest Inc. and its debtor-affiliates filed an application to
employ Kurtzman Carson Consultants LLC as claims and noticing
agent.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be in excess of
11,000 entities to be noticed.  In view of the number of
anticipated claimants and the complexity of their businesses, the
Debtors submit that the appointment of a claims and noticing agent
is both necessary and in the best interests of both the Debtors'
estates and their creditors.

The Debtors compared engagement proposals of at least two other
court-approved claims and noticing agents to ensure selection
through a competitive process.

On account of its consulting services, KCC personnel will charge
at these discounted rates:

   Position                                Hourly Rate
   --------                                -----------
Executive Vice President                   Waived
Director/Senior Management Consultant         $180
Senior Consultant                          $75 to $165
Technology/Programming Consultant          $65 to $120
Project Specialist                         $55 to $100
Clerical                                   $30 to $50
Weekend, holidays and overtime             Waived

For its public securities and solicitation services, KCC will
charge at these rates:

   Position                                Hourly Rate
   --------                                -----------
Solicitation Lead/Securities Director         $240
Senior Securities Consultant                  $210

For its noticing services, KKC will waive fees for e-mail noticing
and $0.08 per page for fax noticing.  For its claims
administration services, KCC will charge $0.10 per creditor per
month and $3 per claim for online claims filing.

Before the Petition Date, the Debtors paid a retainer to KCC in
the amount of $25,000.

                       About Ablest Inc.

Ablest Inc. and its debtor-affiliates sought bankruptcy protection
(Bankr. D. Del. Lead Case No. 14-10717) on April 1, 2014, with a
prepackaged plan of reorganization that will reduce debt by $300
million.

Ablest together with its affiliates is a leading national provider
of temporary staffing services in the United States and is the
largest provider of temporary staffing services in California.  It
provides staffing services on temporary, "temp-to-hire", and
project-by-project basis through a network of 312 offices in 48
states.  The company currently employs 75,000 full and part time
employees in hourly, salaried, supervisory, management and sales
positions plus 1,500 corporate and branch employees.

During the fiscal year ended Dec. 29, 2013, the Debtors placed
approximately 300,000 temporary employees and provided staffing
services to 11,500 customers.  For fiscal year 2013, the Debtors
had $2 billion in gross revenue.

The Debtors have tapped (i) the law firm of Pachulski Stang Ziehl
& Jones LLP as co-restructuring counsel; (ii) Skadden, Arps,
Slate, Meagher & Flom LLP as co-restructuring counsel and
corporate and securities counsel; (iii) AlixPartners LLP as
restructuring advisors; (iv) Goldman, Sachs & Co., as financial
advisor; and (v) Kurtzman Carson Consultants LLC as claims and
noticing agent.

As of April 1, 2014, the Debtors will have outstanding secured
debt in an aggregate amount, including accrued interest, of
approximately $651 million.  Ablest's assets are estimated at $100
million to $500 million.


ABLEST INC: Seeks Approval of $50-Mil. Credit Suisse Financing
--------------------------------------------------------------
Ablest Inc.'s debtor-affiliates Koosharem, LLC and New Koosharem
Corporation seek approval from the bankruptcy court to access
secured postpetition financing on a superpriority priming basis in
an aggregate amount of up to $50 million, of which up to $20
million will be available on an interim basis, from lenders led by
Credit Suisse AG, Cayman Islands Branch, as administrative and
collateral agent.

The DIP Facility has been made available to the Debtors by a
subset of the prepetition lenders in order to ensure that the
Debtors have sufficient liquidity to meet their financial
obligations as they continue operations while in chapter 11.

Without the DIP Facility, the Debtors would face a hard-stop
liquidation. The higher and lower estimates of liquidation
proceeds as set forth in the Disclosure Statement are between $154
million and $208 million.  By comparison, the post-confirmation
reorganization enterprise value of the reorganized Debtors is
approximately $680 million to $780 million.

The Debtors provided an initial four-week budget prepared in
connection with the Chapter 11 cases.

The Debtors are obtaining DIP financing on these terms:

   Borrower:     Koosharem, LLC

   Guarantor:    Koosharem's subsidiaries and parent, New
                 Koosharem Corporation

   DIP Lenders:  Lenders from time to time party thereto.

   DIP Agent:    Credit Suisse AG, Cayman Island Branch.

   DIP Facility
   Amount:       A superpriority priming term loan in an aggregate
                 principal amount of $50,000,000, of which
                 use of proceeds $20,000,000 will be available
                 upon entry of the interim order.

   Adequate
   Protection:   The prepetition lenders will receive adequate
                 protection liens and superpriority claims.

   Maturity
   Date:         The earliest of (i) the date which is 30 days
                 following the interim order entry date, if the
                 final order entry date will not have occurred by
                 such date, (ii) three months from the interim
                 facility closing date, (iii) the earlier of the
                 effective date and the date of the substantial
                 consummation, in each case, of a plan of
                 reorganization in any of the Chapter 11 Cases
                 that has been confirmed by an order of the
                 Bankruptcy Court, and (iv) the date of the
                 acceleration of the Loans or termination of the
                 commitments, including, without limitation, as a
                 result of the occurrence of an event of default.

   Interest/
   Fees:         The interest rate will be: if a Base Rate Loan,
                 the Base Rate (minimum 3.25%) plus the Applicable
                 Margin (7.50%), or if a Eurodollar Rate Loan, the
                 Adjusted Eurodollar Rate (minimum 1.25%) plus the
                 Applicable Margin (8.50%).  The default rate is
                 3% in excess of the interest rate otherwise
                 payable.  In terms of fees, there is an upfront
                 fee of 1.50% of the aggregate loan commitments of
                 $50,000,000 ($750,000), plus the DIP Agent will
                 charge a non-refundable fee of $50,000.

                       About Ablest Inc.

Ablest Inc. and its debtor-affiliates sought bankruptcy protection
(Bankr. D. Del. Lead Case No. 14-10717) on April 1, 2014, with a
prepackaged plan of reorganization that will reduce debt by $300
million.

Ablest together with its affiliates is a leading national provider
of temporary staffing services in the United States and is the
largest provider of temporary staffing services in California.  It
provides staffing services on temporary, "temp-to-hire", and
project-by-project basis through a network of 312 offices in 48
states.  The company currently employs 75,000 full and part time
employees in hourly, salaried, supervisory, management and sales
positions plus 1,500 corporate and branch employees.

During the fiscal year ended Dec. 29, 2013, the Debtors placed
approximately 300,000 temporary employees and provided staffing
services to 11,500 customers.  For fiscal year 2013, the Debtors
had $2 billion in gross revenue.

The Debtors have tapped (i) the law firm of Pachulski Stang Ziehl
& Jones LLP as co-restructuring counsel; (ii) Skadden, Arps,
Slate, Meagher & Flom LLP as co-restructuring counsel and
corporate and securities counsel; (iii) AlixPartners LLP as
restructuring advisors; (iv) Goldman, Sachs & Co., as financial
advisor; and (v) Kurtzman Carson Consultants LLC as claims and
noticing agent.

As of April 1, 2014, the Debtors will have outstanding secured
debt in an aggregate amount, including accrued interest, of
approximately $651 million.  Ablest's assets are estimated at $100
million to $500 million.


ABLEST INC: Case Summary & 35 Largest Unsecured Creditors
---------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                          Case No.
     ------                                          --------
     Ablest Inc.                                     14-10717
        dba Ablest
        dba SelectRemedy
        dba Select Staffing
     3820 State Street
     Santa Barbara, CA 93105

     Koosharem, LLC                                  14-10718

     New Koosharem Corporation                       14-10719

     Real Time Staffing Services, Inc.               14-10720

     Remedy Intelligent Staffing, Inc.               14-10721

     Remedy Staffing, Inc.                           14-10722

     Remedy Temporary Services, Inc.                 14-10724

     RemedyTemp, Inc.                                14-10723

     RemCSC LLC                                      14-10729

     RemUT LLC                                       14-10727

     RemX Inc.                                       14-10725

     Select Corporation                              14-10730

     Select Nursing Services, Inc.                   14-10731

     Select PEO, Inc.                                14-10732

     Select Personnel Services, Inc.                 14-10733

     Select Specialized Staffing, Inc.               14-10726

     Select Temporaries, Inc.                        14-10734

     Select Trucking Services, Inc.                  14-10735

     Tandem Staffing Solutions, Inc.                 14-10736

     Westaff, Inc.                                   14-10728

     Westaff (USA), Inc.                            14-10738

     Westaff Support, Inc.                          14-10737

Type of Business: Provider of temporary staffing services

Chapter 11 Petition Date: April 1, 2014

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Hon. Kevin J. Carey

Debtors' General  Anthony W. Clark, Esq.
Counsel:          SKADDEN ARPS SLATE MEAGHER & FLOM LLP
                  One Rodney Square
                  Wilmington, DE 19899
                  Tel: 302 651-3000
                  Fax: 302-651-3001

Debtors' Local
Counsel:          James E. O'Neill, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  919 North Market Street, 17th Floor
                  Tel: PO Box 8705
                  Wilmington, DE 19899-8705
                  Tel: 302-652-4100
                  Fax: 302-652-4400
                  Email: joneill@pszjlaw.com

Debtors'
Restructuring
Advisors:         ALIXPARTNERS, LLP

Debtors'
Financial
Advisors:         GOLDMAN, SACHS & CO.

Debtors' Claims
and Noticing
Agent:            KURTZMAN CARSON CONSULTANTS, LLC



                                       Estimated      Estimated
                                         Assets      Liabilities
                                      ------------   ------------
Koosharem, LLC                        $100MM-$500MM  $50MM-$100MM
Ablest, Inc.                          $100MM-$500MM  $500K-$1MM

The petitions were signed by Robert Olson, controller.

Consolidated List of Debtors' 35 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Smartstaff, Inc.                   Franchise           $810,000
12961 North Main Street,
Suite 103
Jacksonville, FL 32218

Colin Dowds                        Note Payable        $678,844
25 Kennedy Blvd., Ste. 200
East Brunswick, NJ 08816
Tel: (732)317-0200
Fax: (732)317-0209

Robert Brown                       Note Payable        $678,844
25 Kennedy Blvd.
25 Kennedy Blvd., Ste 200
East Brunswick, NJ 08816
Tel: (732)317-0200
Fax: (732)317-0209

EEOC                               Legal Settlement    $600,000
1407 Union Avenue
Suite 901
Memphis, TN 38104
Tel: (901) 544-0107
Fax: (901) 544-0111

PATCAR, LLC                        Franchise           $560,000
2309 Eggert Road
Tonawanda, NY 14150
Tel: (716)831-4800
Fax: (716)831-9555

Professional Staffing              Trade Payable       $362,725
Services Group, Inc.
217 North Westmonte
Drive, Suite 2013
Altamonte Springs, FL
32714

A.G. Employer Advantage Inc.       Trade Payable       $354,700
1746 - F South Victoria
#239 Venturea, CA
Tel: (805) 339-9107
Fax: (805) 339-9605

Neff Enterprises, Inc.             Franchise           $330,000
11414 W. Center Road
Suite 150
Omaha, NE 68144
Tel: (402) 330-1220
Fax: (402) 330-3304

The CSI Companies, Inc.           Trade Payable        $312,786
9995 Gate Parkway
Jacksonville, FL
Tel: (800) 582-0828
Fax: (866) 657-8582

KBM Ventures, Inc.                Franchise            $270,000
5295 Westpointe Plaza
Hilliard, OH 53228
Tel: (614) 527-5860
Fax: (614) 527-5869

Franecke Law Group                Trade Payable        $248,418
1115 Irwin St.
San Rafael, CA 94901
Tel: (415) 457-7040
Fax: (415) 457-7041

Holwerda Enterprises, LLC          Franchise           $240,000
4602 Biltmore Lane Suite
112
Madison, WI 53718
Tel: (608) 310-3200
Fax: (608) 856-1108

Rimini Street, Inc.                Trade Payable       $230,658
7251 West Lak Mead
Blvd. Suite 300
Las Vegas, NV

Mount Family Group Ltd.            Franchise           $230,000
74 Main Street
Burlington, VT
Tel: (802) 862-6500
Fax: (802) 862-4555

Schminke Staffing, Inc.            Franchise           $160,000

Cranbrook Associates               Franchise           $150,000

Lisa Magee                         Legal Settlement    $140,000

Wilj LLC                           Franchise           $140,000

Much to Much Inc.                  Franchise           $140,000

VACO Orlando LLC                   Trade Payable       $137,964

Gulf Coast Bank & Trust            Trade Payable       $134,084

Carrerbuilder.Com                  Trade Payable       $122,586

Pronto Personnel, Inc.             Franchise           $120,000

Western Staff Services             Franchise           $120,000
of Baton Rouge

Nova Time Technology, Inc.         Trade Payable       $117,538

MadetoOrder                        Trade Payable       $116,906

Corp Assist, Inc.                  Franchise           $110,000

Business Staffing Solutions,       Franchise           $110,000
Inc.

Outsource Solutions, LLC           Franchise           $100,000

B&K Lumber Supply, Inc.            Franchise           $100,000

Fullview Corporation               Franchise           $100,000

AFCO Credit Corporation            Trade Payable        $90,653


KM & Associates, LLC               Franchise            $90,000

Jim & Erin Eckensberger            Franchise            $90,000

Integrity Staffing                 Franchise            $90,000
Solutions, Inc.


ALLIED INDUSTRIES: Court Approves RLS Inc as Appraiser
------------------------------------------------------
The Hon. Maureen A. Tighe of the U.S. Bankruptcy Court for the
Central District of California authorized Allied Industries, Inc.
to employ RLS, Inc., dba Hjelmstrom & Associates, as appraiser of
its assets to establish their value for evidence that California
United Bank is adequately protected, and to prepare the Debtor's
plan of reorganization and disclosure statement.

As reported in the Troubled Company Reporter on March 26, 2014,
the Debtor also asked the Court to consider the Application
immediately to give the appraiser sufficient time to conduct the
appraisal and issue within a few weeks instead of this taking over
a month on regular notice and then the two weeks to conduct and
issue the appraisal.

RLSI will document moveable assets located at the properties.
Excluded will be all land, building and its mechanical features,
personal items, inventory, cash and intangible assets if any.
Research and analyze replacement cost new and comparable sales
data; apply appropriate depreciation and market influences
factors; formulate Orderly Liquidation values, if needed.  RLSI
also will provide values using appraisal methods and reporting in
compliance with the American Society of Appraisers and the Uniform
Standards of Professional Appraisal Practices.

According to the provisions of the RLSI Agreement, RLSI will cap
its fees and out of pocket expenses at $7,000.  As of the Petition
Date, the Debtor did not owe any money under the RLSI Agreement to
RLSI.  Under the RLSI Agreement, the Debtor and RLSI agreed that
it will represent the Debtor on the following terms: $75 per hour
for Appraisal Services, which includes trial preparation; $350 per
hour for Mr. Hjelmstrom to be deposed or to testify about his
Appraisal Services and any appraisal that RLSI issues; $3,500 for
one copy of the appraisal of the Debtor's location at 11333
Vanowen, North Hollywood, CA; and $200 for expenses.  The initial
expense and fees are estimated at $3,650. Half of this amount, or
$1,825, is due when the Court approves the RLSI Agreement. The
other half of this amount is due upon delivery of the report.

Steven H. Hjelmstrom, owner, principal and chief executive officer
of RLSI, 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.

RLSI can be reached at:

       Steven M. Hjelmstro
       RLS ENTERPRISES, INC.
         dba HJELMSTROM & ASSOCIATES
       25072 Wilkes Place
       Laguna Hills, CA 92653
       Tel: (714) 493-1735
       E-mail: hjelmAssoc@aol.com

                     About Allied Industries

Allied Industries, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case. No. 13-11948) on March 21, 2013.  The petition was
signed by Ernesto Gutierrez as president and chief executive
officer.  The Debtor scheduled assets of $13,086,216 and
scheduled liabilities of $7,457,365.

Then Debtor has tapped Dheeraj K. Singhal, Esq., and Dixon L.
Gardner, Esq. at DCDM Law Group, P.C., as counsel, the Capital
Turnaround Group, Inc., as turnaround consultant, and Glenn M.
Gelman & Associates as accountants.

The Official Committee of Unsecured Creditors has retained
Pachulski Stang Ziehl & Jones LLP as counsel and CohnReznick LLP
as financial advisor.


ALLIED INDUSTRIES: Can Hire DMA as Valuation Appraiser
------------------------------------------------------
The Hon. Maureen A. Tighe of the U.S. Bankruptcy Court for the
Central District of California authorized Allied Industries, Inc.
to employ Desmond, Marcello & Amster as business valuation
appraiser of the Debtor as a going-concern business.

As reported in the Troubled Company Reporter on March 26, 2014,
the Debtor said it needs this valuation to present evidence that
California United Bank is adequately protected and to prepare the
Debtor's plan of reorganization and disclosure statement.

The Debtor also asked the Court to consider the request on an
expedited basis to give the appraiser sufficient time to conduct
the appraisal and issue within a few weeks instead of this taking
over a month on regular notice and then the two weeks to conduct
and issue the appraisal.

The firm's hourly rates are:

       Wesley L. Nutten (appraisal work)            $350
       Wesley L. Nutten (deposition/trial work)     $425
       Managers                                   $150-$225
       Senior Analysts                            $125-$150
       Staff Analysts                             $100-$125
       Clerical Support                           $45-$75

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

DMA will render the Appraiser Services to the Debtor according to
the provisions of the DMA Agreement with a maximum amount to bill
under this engagement of $15,000 for its fees and out of pocket
expenses to provide the Appraiser Services.

The initial expense and fees are estimated between $10,000 and
$15,000.  A retainer of $5,000 is due when the Court approves the
DMA Agreement.

Wesley L. Nutten, partner of DMA, 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.

DMA can be reached at:

       Wesley L. Nutten
       DESMOND, MARCELLO & AMSTER
       6060 Center Drive, Suite 825
       Los Angeles, CA 90045
       Tel: (310) 216-1400
       Fax: (310) 216-0800
       E-mail: wnutten@dmavalue.com

                     About Allied Industries

Allied Industries, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case. No. 13-11948) on March 21, 2013.  The petition was
signed by Ernesto Gutierrez as president and chief executive
officer.  The Debtor scheduled assets of $13,086,216 and
scheduled liabilities of $7,457,365.

Then Debtor has tapped Dheeraj K. Singhal, Esq., and Dixon L.
Gardner, Esq. at DCDM Law Group, P.C., as counsel, the Capital
Turnaround Group, Inc., as turnaround consultant, and Glenn M.
Gelman & Associates as accountants.

The Official Committee of Unsecured Creditors has retained
Pachulski Stang Ziehl & Jones LLP as counsel and CohnReznick LLP
as financial advisor.


ALLIED IRISH: Bank Raises EUR500MM Asset Covered Securities Bond
----------------------------------------------------------------
AIB Mortgage Bank agreed a EUR500 million 7-year secured ACS bond
issue under its EUR20 billion Mortgage Covered Securities
Programme.  AIBMB is a wholly owned subsidiary of AIB.  This 7
year deal was priced at a spread over mid-swaps of 95 basis points
at an absolute yield level of 2.33 percent.

The deal was well placed across c.140 international investors from
20 countries and was almost five times oversubscribed.  This is
the longest dated benchmark public ACS bond issuance by AIB since
2007 and further extends our maturity funding profile.  The level
of demand for the transaction is a vote of confidence from
international investors in the progress that AIB has made and
further demonstrates AIB's ability to consistently access markets
at competitive pricing levels on an ongoing basis.

                      About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.

Allied Irish's balance sheet at June 30, 2012, showed EUR129.85
billion in total assets, EUR116.59 billion in total liabilities
and EUR13.26 billion in total shareholders' equity.


ALTA MESA: S&P Puts 'B' CCR on Watch Negative on Recapitalization
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including its 'B' corporate credit rating, on Alta Mesa Holdings
L.P. on CreditWatch with negative implications, meaning that S&P
could either lower or affirm the ratings following the completion
of its review.

The rating action follows the company's announcement that it has
recapitalized its capital structure with the issuance of $200
million of senior unsecured notes and $150 million convertible
preferred shares.  S&P could view this transaction as a leveraging
transaction that could change its current aggressive view of the
company's financial profile to "highly leveraged."  This could
result in the lowering of the company's ratings.

"We will resolve the CreditWatch listing for Alta Mesa on
completion of our review of the company's financial profile," said
Standard & Poor's credit analyst Stephen Scovotti.


ANDALAY SOLAR: Issues $300,000 Convertible Note
-----------------------------------------------
Andalay Solar, Inc., issued under the Securities Purchase
Agreement it entered into with an institutional investor on
Feb. 25, 2014, a:

   (i) convertible note in the principal amount of $300,000 that
       matures March 18, 2016; and

  (ii) five -year warrant (with a cashless exercise feature under
       certain circumstances) to purchase 7,500,000 shares of
       common stock of the Company at an exercise price of $.02,
       subject to adjustment under certain circumstances.

The Convertible Note bears interest at the rate of 8 percent per
annum compounded annually, is payable at maturity and the
principal and interest outstanding under the Convertible Note are
convertible into shares of the common stock of the Company, at any
time after issuance, at the option of the Purchaser, at a
conversion price equal to $.02, subject to adjustment upon the
happening of certain events, including stock dividends, stock
splits and the issuance of Common Stock Equivalents at a price
below the conversion price.  Subject to the Company fulfilling
certain conditions, including beneficial ownership limits, the
Convertible Note is subject to a mandatory conversion if the
closing price of the Company's common stock for any 20 consecutive
days commencing six months after the issue date of the Convertible
Note equals or exceeds $0.04.  Unless waived in writing by the
Purchaser, no conversion of the Note can be effected to the extent
that as a result of such conversion the Purchaser would
beneficially own more than 9.99 percent in the aggregate of the
Company's issued and outstanding common stock immediately after
giving effect to the issuance of common stock upon conversion.

Additional information is available for free at:

                       http://is.gd/K4dcIN

                        About Andalay Solar

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

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012, citing significant
operating losses and negative cash flow from operations that raise
substantial doubt about its ability to continue as a going
concern.

Westinghouse Solar disclosed a net loss of $8.62 million on
$5.22 million of net revenue in 2012, as compared with a net loss
of $4.63 million on $11.42 million of net revenue in 2011.

The Company's balance sheet at Sept. 30, 2013, showed
$3.34 million in total assets, $6.24 million in total liabilities,
$180,468 in series A convertible redeemable preferred stock,
$1.02 million in series D convertible preferred stock, and a
$4.11 million total stockholders' deficit.


ANDREWS REAL ESTATE: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Andrews Real Estate Investments, LLC
        1919 Greenwood St.
        Evanston, IL 60201

Case No.: 14-12337

Chapter 11 Petition Date: April 2, 2014

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Timothy A. Barnes

Debtor's Counsel: Ben L Schneider, Esq.
                  SCHNEIDER & STONE
                  8424 Skokie Blvd., Suite 200
                  Skokie, IL 60077
                  Tel: 847-933-0300
                  Fax: 847-676-2676
                  Email: ben@windycitylawgroup.com

Total Assets: $1.99 million

Total Liabilities: $57,290

The petition was signed by Thomas Andrews, managing member.

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


API SIGNS: Case Summary & 12 Unsecured Creditors
------------------------------------------------
Debtor: API Signs, LLC
        1756 W Lake St
        Chicago, IL 60661

Case No.: 14-12278

Chapter 11 Petition Date: April 2, 2014

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Janet S. Baer

Debtor's Counsel: Julie E Crabbe, Esq.
                  660 W Wayman St., Unit 707
                  Chicago, IL 60661
                  Tel: (810) 459-3866
                  Email: Jcrabbe@juliecrabbelaw.com

Estimated Assets: not indicated

Estimated Liabilities: not indicated

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb14-12278.pdf


ASHLEY STEWART: US Trustee Forms Five-Member Creditor's Panel
-------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors for the Chapter 11 cases of Ashley Stewart Holdings,
Inc., and its debtor-affiliates.

The members of the Committee are:

   a) Simon Property Group, Inc.
      225 West Washington Street
      Indianapolis, IN 46204-3438
      Tel.: 317-263-2346
      Fax: 317-263-7901
      Attn: Ron Tucker, Esq.

   b) By Design, LLC
      1441 Broadway, 4th Floor
      New York, NY 10018
      Tel.: 212-500-4440
      Fax: 212-221-8563
      Attn: Hyun Jong Nam

   c) High Accessories, Inc.
      72 68th Street
      Guttenberg, NJ.07093
      Tel.: 212-447-1515 ext. 13
      Fax: 212-447-0125
      Attn: Sam Kassab

   e) LTL Express, LLC
      9 S. Hackensack Avenue
      Kearny, NJ 07032
      Tel.: 201-299-3910
      Attn: Caryn Blanc

   f) Leonard A. Feinberg, Inc.
      DBA Mister Noah
      1824 Byberry Road
      Bensalem, PA 19020
      Tel.: 215-639-9300 ext. 217
      Fax: 215-639-1555
      Attn: Brad Feinberg

                      About Ashley Stewart

Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart
Inc., AS IP Holdings Inc. and NAS Gift LLC filed Chapter 11
petitions in Newark, New Jersey (Bankr. D.N.J. Case Nos. 14-14383
to 14-14386) on March 10, 2014.  Michael A. Abate signed the
petitions as senior vice president finance/treasurer.  Ashley
Stewart Holdings estimated assets and liabilities of at least $10
million.  The Hon. Michael B. Kaplan oversees the case.

Curtis, Mallet-Prevost, Colt & Mosle LLP serves as the Debtors'
general counsel.  Cole, Schotz, Meisel, Forman & Leonard, P.A., is
the Debtors' local counsel.  PricewaterhouseCoopers LLP acts as
the Debtors' financial advisor.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.


AUTOMATED BUSINESS: PNC Seeks Rule 4001(d) Compliance
-----------------------------------------------------
James M. Smith, Esq., at Gebhardt & Smith LLP, on behalf of PNC
Bank, National Association, as administrative agent and lender,
asks the Bankruptcy Court to confirm the compliance with Federal
Rule of Bankruptcy Procedure 4001(d) in connection with the final
order approving Automated Business Power, Inc.'s use of cash
collateral.

The administrative agent filed the motion out of an abundance of
caution, to ensure compliance with Rule 4001(d) with respect to
the terms of the order.  The order represents a resolution of
litigation between the Debtors and the administrative agent over
the ownership of accounts receivable and use of cash collateral.
The litigation and ownership dispute threatened the Debtors'
ability to continue in business.  In the exercise of their
business judgment, the Debtors agreed to the terms of the order.

A summary of the principal terms of the order:

   a) ABP acknowledges that the principal balance due and owing
under loan is approximately $29,500,000, confirms that the
administrative agent, for the ratable benefit of the lenders,
holds a first-priority duly perfected lien against the collateral
that secures the indebtedness owed under the loans, and
acknowledges that the loans owed to the lenders are valid and
binding and fully enforceable.

   b) Subject to the terms and conditions of the order, ABP is
entitled to use cash collateral in the ordinary course of its
business in accordance with an agreed budget through the earlier
of Dec. 31, 2014, or the occurrence of an event of default under
the order.  ABP may also use cash collateral to pay its counsel,
subject to a $10,000 monthly cap.

   c) Certain distributions and payments are not permitted during
the cash collateral period, including but not limited to payments
to Halevy, UQU General, LLC and First Power Group, LLC, or
subordinated debt.

   d) Cash collateral may not be used to pay fees or expenses
incurred in pursuing any claims that the Debtors may have against
the administrative agent or the lenders, or in any contested
matters or adversary proceedings that are adverse to the
administrative agent or the lenders.

   e) ABP is required to make various monthly payments to the
administrative agent, to be disbursed in accordance with the
credit agreement.

   f) ABP is required to reimburse the administrative agent and
the lenders for counsel and financial consultants' fees incurred
in connection with the negotiation, documentation and approval of
the order, provided, however, that such reimbursement will not be
in excess of $10,000 and does not limit any right of the
administrative agent and the lenders to postpetition attorneys'
fees, costs or expenses.

   g) ABP is required to maintain, and use, deposit accounts
subject to a control agreement acceptable to the administrative
agent, and over which the administrative agent will be deemed to
have control pursuant to Uniform Commercial Code Section 9-314.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant (i) a replacement lien
in all of the Debtors' postpetition assets; (ii) a superpriority
administrative claim.

On Feb. 28, Eyal Halevy -- founder and former principal of the
Debtor, and a creditor and equity holder with respect to ABP's
bankruptcy estate -- filed a reply to the objection of PNC to the
motion to reconsider final order approving the Debtor's use of
cash collateral and providing adequate protection.

According to Mr. Halevy, disclosures were not provided in
connection with the nature, extent and amount of potential claims
against PNC that were purported to be released by the Debtor in
the final order approving the use of cash collateral.

Paul M. Nussbaum, Esq., at Whiteford, Taylor & Preston LLP, and
Steven H. Greenfeld, Esq., represented Mr. Halevy.

As reported in the Troubled Company Reporter on March 7, 2014,
PNC supplemented its objection to the motion to reconsider the
final cash collateral order.

The Debtors, in a separate filing, responded to their founder and
former principal Eyal Halevy's motion to reconsider the final cash
collateral order.

On Jan. 8, 2014, the Court entered a final order approving the
Debtor's use of cash collateral.  Among other provisions, the
final cash collateral order contained a release of any and
all claims that the Debtor may have against the secured lenders,
including PNC Bank.

On Jan. 21, 2014, Eyal Halevy filed his motion for
reconsideration, asserting that contrary to Rule 4001(d), no
motion attaching the cash collateral agreement was filed and
served on parties-in-interest.  Mr. Halevy asserted that the
absence of a motion that described the release of the Debtor's
claims against the secured lenders requires reconsideration of the
final cash collateral order.

The Debtors have said that they exercised business judgment and
concluded that an agreement with the secured lenders, including
the release, was the appropriate decision and in the best interest
of the Debtors and the creditors.

                  About Automated Business Power

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

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

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

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

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


BALL CORP: Stock Repurchase No Effect on Moody's 'Ba1' CFR
----------------------------------------------------------
On March 4, 2014, Ball Corporation announced that it agreed to
repurchase approximately $100 million of its outstanding common
stock in a privately negotiated accelerated stock repurchase
transaction with Barclays Bank PLC, says Moody's Investors
Service. The company used cash on hand and available borrowings to
fund the repurchase. The transaction reduced Ball's outstanding
common stock by about 1.8 million shares.

The transaction will have no impact on Ball's Ba1 corporate family
rating, stable outlook and other instrument ratings. The company
has ample room within the rating category, strong free cash flow
and good liquidity.

Broomfield, Colorado-based Ball Corporation is a manufacturer of
metal packaging, primarily for beverages, foods and household
products, and a supplier of aerospace and other technologies and
services to government and commercial customers. Revenue for the
twelve month period ended December 31, 2013 totaled approximately
8.5 billion.


BANK OF THE CAROLINAS: Turlington Again Raises Going Concern Doubt
------------------------------------------------------------------
Bank of the Carolinas Corporation filed with the U.S. Securities
and Exchange Commission on March 26, 2014, its annual report on
Form 10-K for the year ended Dec. 31, 2013.

Turlington and Company, LLP, expressed substantial doubt about the
Company's ability to continue as a going concern, citing 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.

Turlington issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
suffered recurring credit losses that have eroded certain
regulatory capital ratios.  As of Dec. 31, 2012, the Company is
considered undercapitalized based on their regulatory capital
level.

The Company reported a net loss of $413,000 on $15.21 million of
total interest income in 2013, compared with a net loss of $4.58
million on $17.05 million of total interest income in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $426.68
million in total assets, $421.9 million in total liabilities, and
stockholders' equity of $4.78 million.

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

                       http://is.gd/SLlD56

                    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.

Bank of the Carolinas disclosed a net loss available to common
stockholders of $5.53 million in 2012, a net loss available to
common stockholders of $29.18 million in 2011 and a net loss
available to common stockholders of $3.56 million in 2010.

The Company's balance sheet at Sept. 30, 2013, showed $427.92
million in total assets, $421.70 million in total liabilities and
$6.22 million in total stockholders' equity.


BEACON ENTERPRISE: Now Known as "FTE Networks, Inc."
----------------------------------------------------
Beacon Enterprise Solutions Group, Inc., officially changed its
corporate name to FTE Networks, Inc., under the symbol "FTNW."?

The name change reinforces FTE Networks brand as an integrated
corporation, reflects the Company's long-term strategy to advance
its global presence, and more closely aligns and strengthens the
identity of each of its operating divisions: Infrastructure
Services, Wireless Services, Subscriber Services and Staffing
Services.

On Feb. 26, 2014, the board of directors of Beacon Enterprise
approved the merger of the Company with its wholly-owned
subsidiary, Beacon Merger Sub, Inc.  On March 13, 2014, the
Company and Merger Sub were merged, with the Company being the
surviving entity.

On March 13, 2014, the Company filed Articles of Merger with the
Secretary of State of Nevada in order to effectuate the Name
Change.  On Tuesday, March 18, 2014, the Name Change became
effective for the principal market for the Company's common stock,
the Over-the-Counter Pink Sheets, after approval by the Financial
Industry Regulatory Authority.

                       About Beacon Enterprise

Beacon Enterprise Solutions Group, Inc., headquartered in
Louisville, Ky., provides international telecommunications and
information technology systems (ITS) infrastructure services,
encompassing a comprehensive suite of consulting, design,
installation, and infrastructure management offerings.  Beacon's
portfolio of infrastructure services spans all professional and
construction requirements for design, build and management of
telecommunications, network and technology systems infrastructure.
Professional services offered include consulting, engineering,
program management, project management, construction services and
infrastructure management services.  Beacon offers these services
under either a comprehensive contract option or unbundled to the
Company's global and regional clients.

The Company's balance sheet at June 30, 2012, showed $7.3 million
in total assets, $8.8 million in total liabilities, and a
stockholders' deficit of $1.5 million.

For the nine months ended June 30, 2012, the Company incurred a
net loss of $5.9 million, which included a non-cash impairment of
intangible assets of $2.1 million and other non-cash expenses
aggregating $1.9 million.  Cash used in operations amounted to
$1.0 million for the nine months ended June 30, 2012.  As of
June 30, 2012, the Company's accumulated deficit amounted to $42.6
million, with cash and cash equivalents of $75,000 and a working
capital deficit of $4.9 million.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in its quarterly report for the
period ended June 30, 2012.

Beacon Enterprise closed its merger with Focus Venture Partners,
Inc., on June 19, 2013, with Focus continuing as the surviving
corporation.


BELLE FOODS: Court Approves Settlement of Unions' Claims
--------------------------------------------------------
The Hon. Jack Caddell of the U.S. Bankruptcy Court for the
Northern District of Alabama approved a settlement among Belle
Foods, LLC, The Retail, Wholesale & Department Store Union, Mid-
South Council; and The United Food & Commercial Workers Union
Local 1996.

As reported in the Troubled Company Reporter on Feb. 18, 2014, the
terms of the settlement are:

  a) The unions are allowed a priority claim in the amount of
     $130,000 for the paid time off obligation.

  b) RWDSU is allowed a general unsecured claim in the amount of
     $45,000 for the full time obligation.

  c) The allowance of the settlement claim will be in full and
     total satisfaction of any and all claims or obligations that
     the unions or any of the union employees have against the
     Debtor, and any and all proofs of claim that have been or
     will be filed by union employees, that the Unions possess the
     authority or right under any contract, law, or agreement to
     assert either on behalf of the unions or on behalf of
     any individual employee whose terms and conditions of
     employment were governed by a collective bargaining agreement
     between the Debtor and the unions.  The unions and all of the
     union employees unconditionally release, acquit, and
     forever discharge the Debtor from any and all manner of
     claims known or unknown, actions, causes of action, suits,
     damages, and demands whatsoever, at law or in equity, of any
     kind or nature whatsoever, to the extent the Unions possess
     the authority or right under any contract, law, or agreement
     to assert the claims, action, suits, damages, or demands
     against the Debtor.  The agreement does not release claims
     that an individual employee has the right or authority to
     assert directly against the Debtor that are not governed by
     a collective bargaining agreement.

  d) The settlement claim will not be paid until such time as a
     further order of the Court directs its payment.

The Debtor said RWDSU submitted proof of claim 348 regarding
the PTO Obligation, asserting that the amount owed was $229,222
and that it was entitled to priority under the Bankruptcy Code.
UFCW also submitted proof of claim 349 regarding the PTO
Obligation, asserting that the amount owed was $21,493, and
asserting that it was entitled to priority under Bankruptcy
Code.

The Debtor added RWDSU also submitted proof of claim 414 regarding
the full time obligation, asserting that the amount owed was
$868,832, of which $402,053 accrued pre-petition and $466,778
accrued post-petition.  RWDSU claimed that the pre-petition
amounts were priority wage claims and that the post-petition
amounts were administrative expense claims under Bankruptcy Code.

The Debtor told the Court the obligations have not been paid.

A full-text copy of the settlement agreement is available for free
at http://is.gd/hcDZiL

                         About Belle Foods

Belle Foods, LLC, bought 57 stores from Southern Family Markets
LLC in 2012, and put the business into Chapter 11 reorganization
(Bankr. N.D. Ala. Case No. 13-81963) on July 1, 2013, in Decatur,
Alabama.

The chain is owned by a father and son who purchased the operation
with a $4 million secured term loan and $24 million revolving
credit from the seller.  The stores are in Florida, Georgia,
Alabama and Mississippi.

D. Christopher Carson, Esq., Brent W. Dorner, Esq., and Marc P.
Solomon, Esq., at Burr & Forman, LLP, represent the Debtor as
counsel.

Attorneys at Haskell Slaughter Young & Rediker, LLC, in
Birmingham, Alabama, and Otterbourg Steindler Houston & Rosen,
P.C., in New York, serve as co-counsel to the Official Committee
of Unsecured Creditors.

The Debtor reported total assets of $64,972,059 and estimated
liabilities of $16,627,087.


BELLE FOODS: Hearing on Compromise Continued Until April 8
----------------------------------------------------------
The Bankruptcy Court, according to Belle Foods LLC's case docket
continued until April 8, 2014, at 10:00 a.m., the hearing to
consider the motion to approve compromise and settlement dated
Feb. 19, 2013, resolving certain disputes.

As reported in the Troubled Company Reporter on March 3, 2014,
the Debtor and the Official Committee of Unsecured Creditors asked
the Court to approve a compromise and settlement that they entered
into with a lender group that includes Southern Family Markets
LLC, for itself and as agent, and C&S Wholesale Grocers, Inc.

According to the Debtor and the Committee, the Court denied
approval of the first settlement agreement which was the
culmination of extensive and arm's length negotiations between and
among the Committee and the lenders.  The settlement agreement
sought to, among other things, settle potential estate causes of
action against the lenders, provide a "gift" to certain creditors
of the Debtor's estate, and preserve certain other estate causes
of action against various insiders and directors and officers of
the Debtor.

The lenders and Committee engaged in further negotiations with
each other and the Debtor to cure the various objections to the
first settlement agreement.  The settlement agreement provides for
various benefits to unsecured creditors, consisting principally of
a trust to be established for the benefit of unsecured creditors
-- the GUC Trust, as defined in the settlement agreement -- funded
by the lenders in the amount of $1.5 million to be used to make
distributions to creditors and to prosecute certain causes of
action, the fruits of which may further enhance recoveries to
creditors.  Importantly, all distributions made by the GUC Trust
will fully comply with the priority distribution scheme embodied
in the Bankruptcy Code.

Belle Foods and the Committee related that the settlement
agreement not only will fully comply with the Bankruptcy Code's
priority distribution scheme but will also provide creditors with
the certainty of a recovery in a case where the amount of the
senior secured claim held by the Lenders potentially far exceeds
the value of the Debtor's assets and there is no certainty of a
recovery for creditors without the benefits of the settlement
agreement.   They said the structure of the settlement agreement
will enable creditors to achieve a distribution, consistent with
the Bankruptcy Code's priority scheme, regardless of the direction
the bankruptcy case takes in the future, as it is premised on
distributions funded by the lenders' collateral.

As of the Petition Date, the Debtor owed the Lenders on account of
various Prepetition Obligations (as defined in the Final DIP
Order) that, according to the Lenders, were (and are) secured by
valid, duly perfected liens against substantially all of the
Debtor's property.  The lenders asserted an allowed secured claim
against the Debtor's estate in the amount in excess of
$40,000,000.

The salient terms of the settlement agreement are:

   * Resolution of Claims and Challenges: upon the Effective
     Date, the challenge period expiration date will be deemed
     to have occurred, notwithstanding any prior stipulated
     extension thereof to the contrary.

   * Carve out: soon as practicable following the occurrence of
     the Effective Date, the lenders will carve out of the
     proceeds of their collateral and transfer to the GUC Trust,
     for the sole benefit of creditors holding unsecured claims
     against the Debtor's estate, the following:

     -- $1,300,000, to be distributed consistent with the terms
        of the settlement agreement and the terms of the GUC
        Trust Agreement;

     -- $200,000, to be used by the GUC Trustee as seed funding
        for the prosecution or settlement of any claims and
        causes of action belonging to the Debtor's estate that
        are not otherwise released and are transferred to the
        GUC Trust and the lenders' rights and claims under a
        Personal Guaranty entered into by the Lenders and William
        D. White and Rebecca J. White, dated as of June 29, 2012
        -- so-called White Claims.  The first $200,000 of
        recoveries from GUC Causes of Action or White Claims will
        be repaid to the lenders; and

     -- Following the Effective Date, the lenders also will carve
        out of the proceeds of their collateral, for the benefit
        of the Parties and Creditors, the Committee Professional
        Fee Payment and the Service Cost.

   * Creditor Releases: for good and valuable consideration, to
     the fullest extent permissible under applicable law, each
     creditor who receives a distribution from the GUC Trust
     pursuant to the settlement agreement will be deemed to have
     irrevocably and unconditionally, fully, finally and forever
     waived and released the Debtor, Committee and the Lenders,
     well as the respective professionals, members, officers,
     directors, shareholders, and affiliates of each of the
     foregoing, from any and all claims and causes of action
     related to or in connection with the Debtor.

   * GUC Trust: promptly after the Effective Date, the parties
     will form a trust for the benefit of the Debtor, Creditors
     and the lenders pursuant to a trust agreement among the
     parties.  The Committee, in consultation with the Debtor,
     whose consent will not be unreasonably withheld, will
     select a trustee to serve under the GUC Trust.  The GUC
     Trustee will file quarterly reports in the Bankruptcy Case
     listing the assets and liabilities of the GUC Trust, and
     all amounts received and expended during the relevant
     period, and further will upon reasonable terms and
     conditions report to the Debtor and the Lenders following
     their request.  Any information or documents provided by
     the GUC Trustee to the Debtor or Lenders will be deemed
     protected by a joint or common interest privilege.  The GUC
     Trustee also will obtain Court approval of any settlement
     of any GUC Causes of Action or White Claims where the amount
     in dispute exceeds $1,000,000, and will provide notice of
     any such approval motion to the Debtor and the Lenders at
     least 20 days prior to any hearing thereon and entry of any
     order approving or disapproving such settlement.  The GUC
     Trustee will administer the GUC Trust and hold in trust and
     distribute for the benefit of the creditors and lenders the
     GUC Assets in a manner consistent with the settlement
     agreement and the GUC Trust Agreement.

A copy of the settlement is available for free at:

     http://bankrupt.com/misc/BELLEFOODS_1087_settlement.pdf

                         About Belle Foods

Belle Foods, LLC, bought 57 stores from Southern Family Markets
LLC in 2012, and put the business into Chapter 11 reorganization
(Bankr. N.D. Ala. Case No. 13-81963) on July 1, 2013, in Decatur,
Alabama.

The chain is owned by a father and son who purchased the operation
with a $4 million secured term loan and $24 million revolving
credit from the seller.  The stores are in Florida, Georgia,
Alabama and Mississippi.

D. Christopher Carson, Esq., Brent W. Dorner, Esq., and Marc P.
Solomon, Esq., at Burr & Forman, LLP, represent the Debtor as
counsel.

Otterbourg P.C.'s David M. Posner, Esq., and Gianfranco Finizio,
Esq.; and R. Scott Williams, Esq., and Jennifer Kimble, Esq., at
Rumberger, Kirk & Caldwell, P.C., represent the Official Committee
of Unsecured Creditors.

The Debtor, in its amended schedules, disclosed $64,972,059 in
assets and an unknown amount of liabilities.


BONDS.COM GROUP: Oak Inv. Stake at 71.5% as of March 11
-------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Oak Investment Partners XII, Limited
Partnership and its affiliates disclosed that as of March 11,
2014, they beneficially owned 609,176 shares of common stock of
Bonds.com Group, Inc., representing 71.5 percent of the shares
outstanding.  The shares represent the number of shares of Common
Stock that would be beneficially owned upon full conversion of the
shares of Series C Preferred Stock, Series E Preferred Stock and
Series E-2 Preferred Stock (all assuming conversion as of Feb. 28,
2014), and the exercise of all warrants for Common Stock.

The reporting persons previously owned 235,365,737 shares at
Oct. 17, 2012.  A copy of the regulatory filing is available for
free at http://is.gd/8k4EyP

                        About Bonds.com Group

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

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

Bonds.com Group disclosed a net loss of $6.98 million in 2012, as
compared with a net loss of $14.45 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $6.05 million in total
assets, $4.09 million in total liabilities and $1.95 million in
total stockholders' equity.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations, and a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.


BROOKSTONE HOLDINGS: Files Chapter 11 with Offer From Spencer
-------------------------------------------------------------
Brookstone, Inc., the specialty retailer famous for massage chairs
and travel electronics, on April 3 filed for relief under Chapter
11 in the U.S. Bankruptcy Court for the District of Delaware with
a plan to sell its business to another retailer for $147 million.

Lifestyle announced that it has entered into a plan sponsorship
and stock purchase agreement with an affiliate of Spencer Spirit
Holdings for an aggregate purchase price of approximately $147
million.  To facilitate the Agreement, the Company has obtained
the support of the holders of its outstanding bonds and debtor-in-
possession ("DIP") financing.

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

"This agreement will leverage the brand recognition and resources
of our two companies," said Jim Speltz, President and Chief
Executive Officer, Brookstone.  "The retail industry continues to
evolve and staying ahead of the curve is critical.  From our
mail-order roots to the expansion of our website channel,
Brookstone has been a leader in developing new and exciting
opportunities for growth.  A partnership with Spencer Spirit
provides us the canvas upon which to sketch our next chapter."

Steven Silverstein, Spencer Spirit's Chief Executive Officer,
stated, "Brookstone is a well established iconic brand that has
stood the test of time.  With an innovative and differentiated
product offering, fun and engaging store shopping experience,
omni-channel platform, and dedicated team of managers and
associates who are passionate for the brand and committed to
quality, innovation and creativity, we believe this is a great
strategic fit for Spencer Spirit and are excited about the
opportunity."

Employees, customers, vendors and other partners can be assured
that day-to-day operations will continue uninterrupted.
Brookstone will honor all existing customer programs, including
warranties, gift cards, returns and exchanges, and maintain
employee benefit and payroll programs.

Brookstone's legal advisor for the restructuring is K&L Gates LLP
and its financial advisor is Deloitte CRG.  Jefferies LLC is the
Company's investment banker, and has provided advice on the
restructuring and sale of the Company.  Spencer Spirit's legal
advisor is Cole Schotz, P.A. and its financial advisor is
PricewaterhouseCoopers LLP.

                        Stalking Horse Bid

According to The Wall Street Journal, an affiliate of Spencer
Spirit Holdings Inc., the parent of gift-shop chain Spencer's, has
agreed to serve as the stalking horse, or lead bidder, for
Brookstone's assets.  Patrick Holohan, writing for The Deal,
reported that under the proposed sale, Spencer would pay $120
million plus other consideration to sponsor Brookstone's
reorganization plan, which would give it 100% of the reorganized
debtor's equity.  Brookstone CEO James M. Speltz said that Spencer
would receive a $3.7 million breakup fee and expense reimbursement
of $500,000 if it lost a plan sponsorship auction, The Deal
related.

"This agreement will leverage the brand recognition and resources
of our two companies," Mr. Speltz told the Journal. "A partnership
with Spencer Spirit provides us the canvas upon which to sketch
our next chapter."

Brookstone, which got its start as a catalog retailer in 1965, was
taken private in 2005 for about $440 million by investment firms,
including J.W. Childs Associates LP, Osim International Ltd. and
Temasek Holdings Pte, the Journal related.  However, the
retailer's attempt to survive the economic downturn suffered from
"inconsistent leadership and lack of a long-term strategic plan"
as seven different chief executives and four different chairmen
attempted to pilot the retailer over the past seven years, court
papers say.

William Alden, writing for The New York Times' DealBook, reported
that Brookstone's filing caps a challenging period for the
retailer, which has laid off workers and closed stores amid a
decline in sales.  The company, which is privately held, said that
it lost $18 million in the 13 weeks ended Sept. 28, compared with
a loss of $12 million in the period a year earlier, the DealBook
said.  In January, carrying some $200 million in debt, the
Merrimack, N.H., company, missed an interest payment, the Journal
further related.

                  About Spencer Spirit Holdings

Spencer Spirit Holdings is a specialty retailer offering
merchandise through two principal concepts, Spencer's and Spirit.
Founded in 1947, Spencer's is a specialty lifestyle retailer of
products tailored to reflect popular themes and trends for young
adults. As of Dec. 31, 2013, the Company operated 644 Spencer
stores in 49 states and Canada. Founded in 1983, Spirit is a
seasonal Halloween retailer that operated 1,052 temporary stores
in 48 states and Canada in 2013.

                         About Brookstone

Brookstone, multichannel lifestyle retailer, operates 240 stores
nationwide and in Puerto Rico.  The stores are typically located
in high-traffic regional shopping malls and airports.  Brookstone
also operates an e-commerce business that includes the Brookstone
catalog and http://www.Brookstone.com/


BROOKSTONE HOLDINGS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor-affiliates filing separate Chapter 11 petitions:

     Debtor Entity                              Case No.
     -------------                              --------
     Brookstone Holdings Corp.                  14-10752
        One Innovation Way
        Merrimack, NH 03054
     Brookstone, Inc.                           14-10753
     Brookstone Company, Inc.                   14-10754
     Brookstone Retail Puerto Rico, Inc.        14-10755
     Brookstone International Holdings, Inc.    14-10756
     Brookstone Purchasing, Inc.                14-10757
     Brookstone Stores, Inc.                    14-10758
     Gardeners Eden, Inc.                       14-10759
     Brookstone Military Sales, Inc.            14-10760
     Big Blue Audio LLC                         14-10761
     Brookstone Holdings, Inc.                  14-10762
     Brookstone Properties, Inc.                14-10763

Chapter 11 Petition Date: April 3, 2014

Court: United States Bankruptcy Court
       District of Delaware

Judge: Hon. Brendan L. Shannon

Debtor's Lead
Counsel:             K&L Gates LLP

Debtor's
Delaware Counsel:    Adam G. Landis
                     LANDIS RATH & COBB LLP
                     919 Market Street, Suite 1800
                     Wilmington, DE 19801
                     Tel: 302-467-4400
                     Fax: 302-467-4450
                     E-mail: landis@lrclaw.com

Debtor's Financial
Advisors:            Deloitte Transactions and
                     Business Analytics LLP

Debtor's Investment
Bankers:             Jefferies LLC

Debtor's Claims
Agent:               Kurtzman Carson Consultants LLC

Estimated Assets: $100 million to $500 million

Estimated Liabilities: $100 million to $500 million


BUDD COMPANY: Proposes Proskauer Rose as Chapter 11 Counsel
-----------------------------------------------------------
The Budd Company, Inc., is asking the bankruptcy court for
approval to hire Proskauer Rose LLP as Chapter 11 Counsel.

The Debtor selected Proskauer because its attorneys have extensive
experience, knowledge and resources in the area of debtors' and
creditors' rights and the restructuring and liquidation of large,
complex companies under the Bankruptcy Code.  In addition,
Proskauer's prepetition representation of the Debtor has given it
extensive knowledge of the Debtor's assets and liabilities.

Proskauer provided the Debtor with a budget setting forth the
aggregate fees and expenses it expects to incur, and a general
staffing plan setting forth some of the tasks it anticipates
undertaking and the Proskauer professionals primarily responsible
for those tasks, during the 90-day period following the Petition
Date.

The primary restructuring attorneys anticipated to work on this
engagement are Jeff J. Marwil, Jeremy T. Stillings and Brandon W.
Levitan.  Mr. Marwil is a partner, and Messrs. Stillings and
Levitan are associates, at Proskauer.

The range of hourly rates generally charged by Proskauer, subject
to periodic adjustment, is:

                                   Hourly Rate
                                   -----------
         Partner                  $615 to $1,325
         Senior Counsel           $500 to $925
         Associate                $215 to $900
         Paraprofessionals        $195 to $350

The hourly rates for Mr. Marwil, Mr. Stillings and Mr. Levitan,
respectively, are $1,050, $790 and $625.

The Debtor has reviewed and approved Proskauer's standard rate
structure and determined that it is appropriate and is not
significantly different from: (a) the rates that Proskauer charges
for other non-bankruptcy representations; or (b) the rates of
other comparably skilled professionals.

Mr. Marwil attests that (a) Proskauer is a "disinterested person"
within the meaning of section 101(14) of the Bankruptcy Code, as
required by section 327(a) of the Bankruptcy Code and does not
hold or represent any interest adverse to the Debtor's estate; and
(b) Proskauer has no connection to the Debtor, its creditors or
related parties, except as disclosed.

The Debtor has requested a hearing for April 18, 2014, at 11:00
a.m. CDT, to consider approval of the application.

                      About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million.  Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Debtor has tapped Proskauer Rose LLP as Chapter 11 counsel,
Dickinson Wright PLLC as special counsel, Epiq Bankruptcy
Solutions, LLC as noticing, claims and balloting agent, and Conway
MacKenzie Management Services, LLC's Charles M. Moore as CRO.


BUDD COMPANY: Taps Dickinson Wright as Special Counsel
------------------------------------------------------
The Budd Company, Inc., is asking the bankruptcy court for
approval to hire Dickinson Wright PLLC as special counsel.

Prior to the Petition Date, the Debtor retained Dickinson as
counsel to provide advice and assistance in connection with the
Investigation and the evaluation, analysis and negotiation of a
resolution of Affiliate Claims.  Dickinson's continued retention
will be required to: (a) obtain bankruptcy court approval of the
Debtor's settlement with its affiliates; (b) respond to inquiries
and discovery requests from parties in interest regarding the
Investigation and the terms of the Settlement; and (c) further
prosecute and defend against affiliate claims, if necessary.

Dickinson will coordinate its efforts to ensure that the legal
services it provides to the Debtor are not duplicative of services
being provided by Proskauer.

The range of hourly rates generally charged by Dickinson, subject
to periodic adjustment, is:

                                   Hourly Rate
                                   -----------
         Member                   $375 to $675
         Associate                $275 to $372
         Paraprofessionals        $150 to $210

The Dickinson professionals expected to work on this engagement,
including their hourly rates, are as follows:

                                   Hourly Rate
                                   -----------
      Theodore B. Sylwestrzak         $630
      Daniel D. Quick                 $550
      Allison R. Bach                 $420
      Adam D. Grant                   $375
      Doron Yitzchaki                 $372
      Adam Wallace                    $275

The rates listed for Sylwestrzak and Bach were negotiated
specifically for this engagement, and are less than Dickinson's
standard national rates.  The remaining rates are consistent with
Dickinson's standard national rates.

To the best of the Debtor's knowledge, Dickinson does not hold or
represent any interests adverse to the Debtor's estate as it
relates to the work for which it is being engaged.

The Debtor has requested a hearing for April 18, 2014, at 11:00
a.m. CDT, to consider approval of the application.

                      About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million.  Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Debtor has tapped Proskauer Rose LLP as Chapter 11 counsel,
Dickinson Wright PLLC as special counsel, Epiq Bankruptcy
Solutions, LLC as noticing, claims and balloting agent, and Conway
MacKenzie Management Services, LLC's Charles M. Moore as CRO.


BUDD COMPANY: Hiring Conway MacKenzie's Moore as CRO
----------------------------------------------------
The Budd Company, Inc., is asking the bankruptcy court for
approval of an agreement with Conway MacKenzie Management
Services, LLC to provide the services of Charles M. Moore as chief
restructuring officer and other support personnel.

Conway is an advisory services firm with extensive experience in
chapter 11 cases and assisting clients in negotiations with
lenders, debt holders, creditors, chapter 11 committees and other
constituencies.  Conway's and Mr. Moore's prepetition service to
the Debtor has given it and him extensive knowledge of the
Debtor's assets and liabilities.  Mr. Moore has become intimately
familiar with the complex issues that will have to be addressed in
the Debtor's Chapter 11 case.
The Debtor has agreed to pay CMS and Mr. Moore during the Chapter
11 case as follows:

   a. The Debtor shall pay CMS for the services of the CRO
      and other temporary staff on an hourly basis at the
      rates set forth below:

                                   Hourly Rate
                                   -----------
         Charles M. Moore             $625
         Frank J. Sesi                $340
         Danielle M. Iafrate          $330
         Michael J. Wills             $330
         Administrative               $130

      The Debtor also will pay CMS a weekly administrative fee
      in the amount of 3% of its hourly fees.

   b. CMS also will be entitled to reimbursement of out-of-pocket
      expenses incurred in connection with this engagement.

   c. The Debtor will indemnify CMS as set forth in the Agreement.

The Debtor does not believe that Conway is a "professional" whose
retention is subject to approval under Section 327 of the
Bankruptcy Code.

The Debtor has requested a hearing for April 18, 2014, at 11:00
a.m. CDT, to consider approval of the application.

                      About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million.  Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Debtor has tapped Proskauer Rose LLP as Chapter 11 counsel,
Dickinson Wright PLLC as special counsel, Epiq Bankruptcy
Solutions, LLC as noticing, claims and balloting agent, and Conway
MacKenzie Management Services, LLC's Charles M. Moore as CRO.


BUDD COMPANY: Proposes Epiq as Claims and Balloting Agent
---------------------------------------------------------
The Budd Company, Inc., is asking the bankruptcy court to appoint
Epiq Bankruptcy Solutions, LLC, as noticing, claims and balloting
agent for the court.

The Debtor has thousands of creditors, holding claims against the
Debtor in excess of $1 billion.  Given the size of the Debtor's
creditor body, it will be more efficient and less burdensome on
the Clerk of the Court to have Epiq undertake the tasks associated
with noticing the Debtor's creditors and parties in interest and
processing proofs of claim that may be filed.  Moreover, the
Debtor requires a balloting and voting agent to assist the Debtor
with the solicitation and voting in respect of any chapter 11
plan.

The terms of Epiq's compensation under the services agreement stem
from a competitive process in which the Debtor interviewed and
received quotes from multiple potential notice and claims agents.

Epiq agreed to a $50,000 retainer.

As claims agent, Epiq will charge the Debtors at these rates:

   Position                                  Hourly Rate
   --------                                  -----------
Clerical/Administrative Support               $26 to $39
Case Manager                                  $50 to $80
IT/ Programming                               $70 to $130
Senior Case Manager                           $85 to $130
Director of Case Management                  $145 to $195
Case Analyst                                  $65 to $110
Consultant/Senior Consultant                 $145 to $190
Director/Vice President Consulting              $225
Communication Counselor                         $225

For its noticing services, Epiq will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For database
maintenance, the firm will charge $0.10 per record per month.
For-online claim filing services, Epiq will charge $300 per 100
claims filed.  The firm's call center operator will charge $55 per
hour.

                      About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million.  Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Debtor has tapped Proskauer Rose LLP as Chapter 11 counsel,
Dickinson Wright PLLC as special counsel, Epiq Bankruptcy
Solutions, LLC as noticing, claims and balloting agent, and Conway
MacKenzie Management Services, LLC's Charles M. Moore as CRO.


BWP SCHOOL: S&P Lowers Rating on 2013A & 2013B Bonds to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its rating
to 'BB' from 'BB+' on the New Jersey Economic Development
Authority's series 2013A (tax exempt) and 2013B (taxable) charter
school revenue bonds issued for BWP School Partners LLC (BWP LLC)
on behalf of Lady Liberty Academy Charter School (LLACS).  At the
same time, Standard & Poor's placed its rating on the bonds on
CreditWatch with negative implications.

"The downgrade reflects our concern over LLACS' failure to improve
its academic performance," said Standard & Poor's credit analyst
Debra Boyd, "based on its 2012-2013 test scores as outlined by the
state's Performance Framework in light of the school's receipt of
warning in June 2013."

"In our opinion, the continued academic performance issues
increase the uncertainty regarding charter renewal given the
state's focus on charter accountability," said Ms. Boyd. We are
also concerned that the academic underperformance and increased
charter uncertainty may hurt enrollment, especially with the
school's relocation planned for fall 2014.

The negative CreditWatch reflects the likelihood that the school
will be subject to further disciplinary action on review of the
2012-2013 scores by the New Jersey Department of Education (NJDOE)
commissioner with the school's authorizer, NJDOE Office of
Charters, which is likely to occur within S&P's CreditWatch
period. As stated in the warning letter, failure to improve
academic performance in the near term could result in formal
probation or charter revocation.  The negative CreditWatch
reflects that these factors could result in further downward
notching of the rating based on further actions by the authorizer.
Should the authorizer not take any further action during the
CreditWatch period, we would remove the negative CreditWatch
rating and affirm S&P's 'BB' rating on the bonds.

"Credit factors that support the 'BB' rating include good
operating liquidity and consistently positive operating results,"
said Ms. Boyd.  Another factor is a solid student demand profile
that has been above 90% capacity over the last five years and is
also supported by a waitlist.

In S&P's opinion, the rating also reflects the following credit
risks:

   -- Recent history of probation in 2012 with the NJDOE, although
      the school has since been taken off of probation and has
      also had two successful charter renewals since opening;

   -- Challenging state environment marked by strict charter
      school laws and tight control over charter renewals in New
      Jersey;

   -- Densely populated competitive landscape and relocation of
      its current facility to a new neighborhood in Newark;

   -- Inherent uncertainty associated with charter renewals
      because the final maturity of the bonds exceeds the time
      horizon of the existing charter; and

   -- Complicated debt structure involving a third-party borrower
      and security based on an automatically renewable lease with
      the school.

The rating on the bonds is solely based on LLACS' credit quality
after determining the bankruptcy of BWP LLC based on a true sale.
BWP LLC is a wholly owned subsidiary of Build With Purpose, a
501(c)(3) New Jersey-based real estate and development consulting
firm with a focus on community and economic development.


CANCER GENETICS: Appoints Edward Sitar as Chief Financial Officer
-----------------------------------------------------------------
Cancer Genetics has appointed Edward J. Sitar, CPA, as chief
financial officer effective April 1, 2014.  Mr. Sitar will be
responsible for all Corporate Finance and Accounting activities
for Cancer Genetics.

Mr. Sitar was most recently the chief financial officer of
Healthagen, a subsidiary of Aetna Company that provides health and
technology services to providers, payers, employers and consumers.
At Healthagen he was responsible for leading new businesses out of
the concept state to commercialization.  Prior to that, he was the
executive VP and chief financial officer of ActiveHealth
Management, also a subsidiary of Aetna and a market leader in
clinical decision support systems.  From 2001 to 2010, he was the
executive VP and chief financial officer of Cadent Holding where
he led a $120 million financing that introduced new lead investors
and lending sources.  He also led the legal and regulatory
function at Cadent and was actively involved in sales and
marketing, operations and business plan development.  From 1998 to
2001, he was the chief financial officer of MIM Corporation
(currently known as Bioscrip), a Nasdaq-listed decentralized
pharmacy benefit management, specialty pharmacy, and e-commerce
company.  From 1996 to 1998, he was the VP of Finance for Nasdaq-
listed Vital Signs, where he was responsible for the financial
affairs and business systems and played a lead role in developing
the a response to contracting with managed care and group
purchasing organizations.  Prior to that he was controller for
Zenith/Goldline Pharmaceutical.  Mr. Sitar began his financial
career at Coopers & Lybrand, where he spent more than 10 years,
and became senior manager on the Emerging Business Service Team.
He earned a Bachelor of Science degree in Accounting, graduating
Summa Cum Laude from the University of Scranton, and is a
Certified Public Accountant.

"Ed's significant experience and insight across multiple
healthcare sectors will be great assets to Cancer Genetics," said
Panna Sharma, president and chief executive officer of Cancer
Genetics.  "He is a seasoned financial executive and, importantly,
has demonstrated the ability to navigate the highly technical
insurance and reimbursement landscape, which is crucial to our
growth.  He has been successful in building and managing world
class finance teams at both public and private corporations.  Ed's
strong operational experience in systems development, regulatory
affairs, acquisitions and joint ventures will be invaluable as we
continue to grow Cancer Genetics."

Mr. Sitar's employment agreement provides for, among other things,
(i) an annual base salary of $260,000, and (ii) eligibility for an
annual cash bonus of up to 33.33 percent of his base salary.

Elizabeth Adkins Czerepak resigned as chief financial officer and
principal accounting officer, effective March 31, 2014, to pursue
other opportunities.  In connection with Ms. Czerepak's
resignation, the Company and Ms. Czerepak have entered into a
separation agreement.  The separation agreement provides for
severance benefits of, among other things: (i) one year's salary
of $250,000 payable over a period of nine months; (ii) a lump sum
payment equal to $125,000, and (iii) the vesting of all stock
options held by her will be accelerated and the expiration date on
her options will be extended until Dec. 31, 2014.  She will also
receive (i) her annual bonus of $125,000 for fiscal 2013 and (ii)
a bonus of $25,000 for the first quarter of 2014

"We would like to thank Elizabeth for her service to Cancer
Genetics.  We wish her well in her new endeavors," concluded Panna
Sharma.

                       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.

"The Company has suffered recurring losses from operations, has
negative working capital and a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern," according to the Company's quarterly report for the
period ended March 31, 2013.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $9.84 million on $4.75 million of revenue as compared
with a net loss of $2.62 million on $3.22 million of revenue for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $14.30
million in total assets, $9.42 million in total liabilities and
$4.88 million in total stockholders' equity.


CAPITALSOURCE 2006-A: Moodys Affirms 'Caa3' Ratings on 5 Notes
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by CapitalSource Real Estate Loan Trust
2006-A ("CapSource 2006-A"):

Cl. A-1A, Upgraded to A2 (sf); previously on Apr 5, 2013 Affirmed
A3 (sf)

Cl. A-1R, Upgraded to A2 (sf); previously on Apr 5, 2013 Affirmed
A3 (sf)

Cl. A-2A, Upgraded to Aa1 (sf); previously on Apr 5, 2013 Affirmed
Aa2 (sf)

Moody's has also affirmed the ratings on the following notes:

Cl. A-2B, Affirmed Baa3 (sf); previously on Apr 5, 2013 Affirmed
Baa3 (sf)

Cl. B, Affirmed B2 (sf); previously on Apr 5, 2013 Affirmed B2
(sf)

Cl. C, Affirmed Caa2 (sf); previously on Apr 5, 2013 Affirmed Caa2
(sf)

Cl. D, Affirmed Caa3 (sf); previously on Apr 5, 2013 Affirmed Caa3
(sf)

Cl. E, Affirmed Caa3 (sf); previously on Apr 5, 2013 Affirmed Caa3
(sf)

Cl. F, Affirmed Caa3 (sf); previously on Apr 5, 2013 Affirmed Caa3
(sf)

Cl. G, Affirmed Caa3 (sf); previously on Apr 5, 2013 Affirmed Caa3
(sf)

Cl. H, Affirmed Caa3 (sf); previously on Apr 5, 2013 Affirmed Caa3
(sf)

Cl. J, Affirmed Ca (sf); previously on Apr 5, 2013 Affirmed Ca
(sf)

Ratings Rationale

Moody's has upgraded the ratings of the notes due to rapid
amortization of senior classes from higher credit risk collateral,
and stable weighted average rating factor (WARF) and weighted
average recovery rate (WARR) since last review. Moody's has
affirmed the ratings of the notes because its key transaction
metrics are commensurate with existing ratings. The affirmation is
the result of Moody's on-going surveillance of commercial real
estate collateralized debt obligation (CRE CDO CLO) transactions.

CapSource 2006-A is a currently static cash transaction whose
reinvestment period ended in January 2012. The transaction is
wholly backed by a portfolio of whole loans (93.7% of the current
pool balance), b-notes (2.8%), asset backed securities (2.2%) and
commercial mortgage backed securities (CMBS) (1.3%). As of the
trustee's February 28, 2014 report, the aggregate note balance of
the transaction, including preferred shares, has decreased to
$726.8 million from $1.3 billion at issuance with pay-downs
currently directed to the senior most classes of notes; including
certain pari-passu classes.

The Issuer had its Real Estate Investment Trust (REIT) status
revoked on June 18, 2009, therefore federal and state income taxes
became payable pursuant to the transaction's Indenture. However,
NorthStar Realty Finance Corp. ("NorthStar") stated that in July
2010 it purchased classes J, K and Equity and became the
collateral manager delegate as well as special servicer delegate.
NorthStar subsequently was approved as the replacement special
servicer for the transaction. NorthStar is a qualified REIT and
holder of the transaction's equity, and has decided to no longer
escrow for the payment of such taxes as of October 2011. However,
based on documentation received to date, Moody's modeling
continues to assume income taxes are deducted in the cash flow
waterfall. Since all interest coverage tests are passing, the
income taxes are primarily absorbed by the non-rated equity
classes.

The pool contains two assets totaling $3.7 million (0.5% of the
collateral pool balance) that are listed as defaulted securities
as of the trustee's February 28, 2014 report. All of these assets
(100.0% of the defaulted balance) are commercial real estate
loans. While there have been limited realized losses on the
underlying collateral to date, Moody's does expect moderate losses
to occur on the defaulted securities.

Moody's has identified the following as key indicators of the
expected loss in CRE CDO CLO transactions: the weighted average
rating factor (WARF), the weighted average life (WAL), the
weighted average recovery rate (WARR), and Moody's asset
correlation (MAC). Moody's typically models these as actual
parameters for static deals and as covenants for managed deals.

WARF is a primary measure of the credit quality of a CRE CLO pool.
Moody's has updated its assessments for the collateral it does not
rate. The rating agency modeled a bottom-dollar WARF of 6,822,
compared to 5,976 at last review. The current ratings on the
Moody's-rated collateral and the assessments of the non-Moody's
rated collateral follow: Aaa-Aa3 (1.3% compared to 3.2% at last
review), A1-A3 (2.3% compared to 3.1% at last review), Baa1-Baa3
(4.3% compared to 3.7% at last review), Ba1-Ba3 (2.2% compared to
2.1% at last review), B1-B3 (18.8% compared to 18.9% at last
review), and Caa1-Ca/C (71.1% compared to 69.0% at last review.

Moody's modeled a WAL of 4.0 years, compared to 4.1 years at last
review. The WAL is based on assumptions about extensions on the
underlying collateral.

Moody's modeled a fixed WARR of 44.7%, compared to 45.7% at last
review.

Moody's modeled a MAC of 99.9%, compared to 17.2% at last review.
The increased MAC is due to a greater concentration of a smaller
number of high credit risk obligors.

Factors that would lead to an upgrade or downgrade of the rating:

The performance of the notes is subject to uncertainty, because it
is sensitive to the performance of the underlying portfolio, which
in turn depends on economic and credit conditions that are subject
to change. The servicing decisions of the master and special
servicer and surveillance by the operating advisor with respect to
the collateral interests and oversight of the transaction will
also affect the performance of the rated notes.

Moody's Parameter Sensitivities: Changes to any one or more of the
key parameters could have rating implications for some of the
rated notes, although a change in one key parameter assumption
could be offset by a change in one or more of the other key
parameter assumptions. The rated notes are particularly sensitive
to changes in the recovery rates of the underlying collateral and
credit assessments. Holding all other key parameters static,
changing the recovery rate assumption down from 44.7% to 34.7% or
up to 54.7% would result in a modeled rating movement on the rated
tranches of 0 to 8 notches downward and 0 to 11 notches upward,
respectively (e.g., two notches down implies a ratings movement of
Baa3 to Ba2).

The primary sources of uncertainty in Moody's assumptions are the
extent of growth in the current macroeconomic environment given
the weak recovery and commercial real estate property markets.
Commercial real estate property values continue to improve
modestly, along with a rise in investment activity and
stabilization in core property type performance. Limited new
construction and moderate job growth have aided this improvement.
However, sustained growth will not be possible until investment
increases steadily for a significant period, non-performing
properties are cleared from the pipeline and fears of a euro area
recession abate.


CCS MEDICAL: Moody's Lowers Corp. Family Rating to 'Caa2'
---------------------------------------------------------
Moody's Investors Service downgraded CCS Medical, Inc.'s Corporate
Family Rating to Caa2 from B3 and Probability of Default Rating to
Caa2-PD from B3-PD.  Concurrently, Moody's downgraded the rating
on the company's 1st lien term loan to Caa2 from B3 and 2nd lien
term loan to Caa3 from Caa2.  The outlook was changed to negative
from stable.

The downgrade of the company's Corporate Family Rating to Caa2 and
change in outlook to negative reflects the company's weak
liquidity profile, including increased refinancing risk as a
result of near term maturities and the potential need to amend its
financial covenants.

The following rating actions were taken:

  Corporate family rating, downgraded to Caa2 from B3;

  Probability of default rating, downgraded to Caa2-PD from
  B3-PD;

  First lien term loan, due March 31, 2015, downgraded to Caa2
  (LGD3, 44%) from B3 (LGD3, 44%);

  Second lien term loan, due March 31, 2016, downgraded to Caa3
  (LGD5, 86%) from Caa2 (LGD5, 88%).

Ratings Rationale

The Caa2 Corporate Family Rating considers CCS' modest size,
revenue concentration with Medicare, and weak liquidity profile.
The company may need to amend its financial covenants in light of
weak operating performance and also faces near-term debt
maturities. We expect Medicare's competitive bidding program will
continue to pressure the company's revenue in the near term due to
a reduction in reimbursement rates. Supporting the rating is the
expectation for projected volume growth in 2014 and beyond from
being selected as one of the 18 winners of the Centers for
Medicare & Medicaid Services' ("CMS") national Competitive Bidding
Program, growth of the diabetic population that repetitively uses
chronic care supplies as well as continued prudent cost
management.

The negative outlook reflects the company's weak liquidity
profile, including the potential need for covenant amendment and
the need to refinance its capital structure due to near-term
maturities.

The ratings could be downgraded if the company's liquidity profile
weakens further, including the inability to obtain covenant
amendments if required or if the company is unable to refinance
its capital structure or meet its debt service requirements.

The rating could be upgraded if CCS were able to improve its
liquidity profile and refinance its near-term maturities.

CCS Medical, Inc., based in Farmers Branch, Texas, specializing in
the supply of diabetes monitoring equipment and other chronic-care
supplies, is one of the larger suppliers in a highly fragmented
and competitive mail-order supply sector. CCS employs a direct
sales force that markets to physicians rather than directly to
patients, which helps to differentiate the company. The underlying
demand for these supplies is growing due to an aging population
and an increasing number of people with diabetes. The company
reported revenue of approximately $351 million for the twelve
months ended September 30, 2013. CCS Medical is largely owned by
Highland Capital Management, LP.


CHINESEINVESTORS.COM: Files Amendment to Fiscal 2013 Report
-----------------------------------------------------------
ChineseInvestors.com, Inc., filed with the U.S. Securities and
Exchange Commission on March 26, 2014, an amendment to its annual
report on Form 10-K for the fiscal year ended May 31, 2013.
A copy of the filing is available at http://is.gd/gheiO1

B.F. Borgers CPA PC expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
Company's significant operating losses.

The Company reported a net loss of $1.12 million on $1.64 million
of total revenue in 2013, compared to a net loss of $1.72 million
on $897,105 of total revenue in 2012.

The Company's balance sheet at May 31, 2013, showed $1 million in
total assets, $824,753 in total liabilities, and stockholders'
equity of $175,822.

                    About ChineseInvestors.COM

Aurora, Colo.-based ChineseInvestors.COM, Inc., specializes in
(a) providing real-time market commentary, analysis, and
educational related endeavor(s) in Chinese language character sets
(traditional and simplified), (b) providing support services to
its various partners, (c) providing consultative services to
smaller private companies considering becoming a public company,
(d) providing various advertising as well as public relation
support services, and (e) other services it may identify having
the potential to create value or partnership opportunity with its
existing services.

                           *     *     *

As reported in the TCR on Sept. 3, 2013, B.F. Borgers CPA PC, in
Denver, stated that the Company's significant operating losses
raise substantial doubt about its ability to continue as a going
concern.


CLIFFS NATURAL: To Voluntarily Delist From Euronext Paris
----------------------------------------------------------
Cliffs Natural Resources Inc. on April 2 disclosed that, following
a comprehensive review of the trading volume, costs and
administrative requirements related to its listing on Euronext
Paris, the Company voluntarily requested the delisting of its
shares (ISIN US18683K1016) from Euronext Paris.  This request has
been approved by the Board of Directors of Euronext.

In connection with the delisting from Euronext Paris, a voluntary
sales facility procedure on the New York Stock Exchange ("NYSE"),
Cliffs' primary listing exchange, will be provided by Cliffs to
shareholders holding their shares in Euroclear France.
Shareholders wishing to sell their shares on the NYSE should ask
their financial intermediary to deliver their Cliffs shares from
April 3 to April 16, 2014 inclusive to Societe Generale acting as
centralizing agent appointed by Cliffs, following the procedure
described in Euronext notice number PAR_20140401_02391_EUR dated
April 1, 2014.  The shares will be sold as from April 25, 2014 on
the NYSE at the market price at the time of the sale, after the
centralization of the sell orders by Societe Generale.  Societe
Generale will calculate the average sale price of the Cliffs
shares and will transfer the sale proceeds to the Cliffs selling
shareholders once it receives the funds.  The brokerage fee
related to the sale of the Cliffs shares on the NYSE will be borne
by Cliffs.

Cliffs' shareholders are reminded that they may tender their
shares in the above described sales facility on a voluntary basis.
They may sell all or part of their shares, or keep them under the
terms and conditions applicable by their custodian.

The calendar for the sales facility and the delisting of Cliffs
described above can be summarized as follows:

Event                           Date

Sales facility                   April 3, 2014
Beginning of the sales facility  April 16, 2014
End of the sales facility
End of the centralization by Societe Generale April 23, 2014
(before 4 p.m. Paris time)       From April 25, 2014
Sale on the NYSE of the Cliffs shares tendered in the sales
facility
Settlement of the proceeds of the sale to the relevant financial
intermediaries    As soon as possible after receipt of the
proceeds of the sale Delisting
Delisting
Delisting from Euronext Paris     May 7, 2014
Removal of Cliffs shares from the operations of Euroclear France
                                  May 9, 2015

Cliffs' shareholders participating in the sales facility are
reminded that they acknowledge and accept the risk implied from
the change in the Cliffs share market price between the end of the
sales facility, from which their order will become irrevocable,
and the sale of the shares on the NYSE.

The Cliffs shares will be delisted from Euronext Paris on May 7,
2014.  As from such date, shareholders who have chosen not to sell
their shares through the sales facility will be able to trade them
on the NYSE according to the conditions determined with their
financial intermediary.

The Cliffs shares will be removed from the operations of Euroclear
France on May 9, 2014.

The Cliffs shares will continue to be listed on the NYSE under the
symbol "CLF."

Shareholders may request any additional information from their
custodian and usual financial intermediary, who has received the
details of the delisting.

                About Cliffs Natural Resources Inc.

Cliffs Natural Resources Inc. --
http://www.cliffsnaturalresources.com-- is an international
mining and natural resources company.  The Company is a major
global iron ore producer and a significant producer of high-and
low-volatile metallurgical coal.  Cliffs' strategy is to
continually achieve greater scale and diversification in the
mining industry through a focus on serving the world's largest and
fastest growing steel markets.

The Company is organized through a global commercial group
responsible for sales and delivery of Cliffs' products and a
global operations group responsible for the production of the
minerals the Company markets.  Cliffs operates iron ore and coal
mines in North America and an iron ore mining complex in Western
Australia.


CLUBCORP CLUB: Moody's Cuts Rating on Sr. Secured Bank Debt to B1
-----------------------------------------------------------------
Moody's Investors Service affirmed ClubCorp Club Operations,
Inc.'s Corporate Family Rating at B1 and its Speculative Grade
Liquidity rating of SGL-1 following the company's announcement
that it is seeking to upsize its senior secured bank facility and
use the proceeds to repay in full its senior unsecured notes. At
the same time, Moody's downgraded the company's Probability of
Default Rating to B2-PD from B1-PD and its senior secured bank
facility to B1 from Ba2 reflecting a change in the mix of senior
secured and senior unsecured debt in the company's capital
structure. ClubCorp's senior unsecured debt rating was affirmed at
B3 and will be withdrawn once the proposed transaction closes. The
rating outlook is stable.

The affirmation of ClubCorp's B1 Corporate Family Rating ("CFR")
comes after the company announced it is seeking an amendment to
its senior secured bank facility -- which consists of a $135
million revolver, $5 million revolver and $301 million outstanding
term loan -- and increase the term loan by $300 million. There is
no change to the maturity dates. Proceeds from the add-on will be
primarily used to permanently retire the company's outstanding
$270 million 10% senior unsecured notes due 2018. The amendment
will also seek to increase the company's required minimum senior
secured leverage ratio to 5.0 times from 4.0 times and make a
slight adjustment to the excess cash flow sweep leverage grid.

The rating affirmations reflect Moody's view that while cash flow
accretive, the transaction will raise leverage modestly. For
fiscal 2013, pro forma for the proposed amendment and permanent
pay down of ClubCorp's senior unsecured notes, the company's
debt/EBITDA and EBITDA less capex/interest expense ratios were 4.8
times and 1.8 times, respectively (metrics adjusted for Moody's
standard adjustments, primarily operating leases). Moody's notes
that the EBITDA calculation adds back $11 million in non-cash
expense related to equity stock compensation the company reported
in fiscal 2013 (the total charge in 2013 was $14 million related
to the IPO, expected to be $3 million on a normalized basis).
Moody's estimates that the refinancing of the 10% unsecured notes
will result in a net annualized interest savings of $15 million, a
material enhancement to its operating cash flow. However, the
rating agency does not expect a material amount of debt repayment
as ClubCorp's credit agreement does not require any mandatory
amortization on the term loan, and the 25% excess cash flow sweep
that the company is subject to comes after acquisitions and all
capital expenditures.

Ratings affirmed:

  Corporate Family Rating at B1

  Speculative Grade Liquidity Rating at SGL-1

Ratings downgraded:

  Probability of Default Rating to B2-PD from B1-PD

  $135 million senior secured revolving credit facility due 2018
  to B1 (LGD 3, 32%) from Ba2 (LGD 2, 27%)

  $5 million senior secured revolver due 2015 to B1 (LGD 3, 32%)
  from Ba2 (LGD 2, 27%)

  $301 million current outstanding senior secured term loan due
  2020 to B1 (LGD 3, 32%) from Ba2 (LGD 2, 27%)

Rating affirmed and to be withdrawn:

  $270 million senior unsecured notes due 2018 at B3 (LGD 5, 82%)

Ratings Rationale

The B1 CFR reflects ClubCorp's high leverage (pro forma for the
pending refinancing transaction, debt/EBITDA is expected to peak
at 4.8 times) in the context of the company's business focus on
golf and business club operations that are generally more
susceptible to economic cycles given the discretionary nature of
spending on club memberships. At the same time, the rating is
supported by ClubCorp's leadership position in the private golf
club business, recurring revenue base, stable free cash flow
generation as a result of relatively low maintenance CAPEX, and
very good liquidity.

The downgrade of ClubCorp's Probability of Default Rating to B2-PD
reflects the all bank pro forma capital structure and a 65%
overall recovery assumption as per Moody's Loss Given Default
methodology. The downgrade of the senior secured bank debt to B1
(the same level as the Corporate Family Rating) from Ba2 reflects
the expected repayment of the $270 million unsecured notes and the
elimination of the credit cushion provided by these notes in the
capital structure. The senior secured bank facility now makes up a
preponderance of the company's debt capital.

The Speculative Grade Liquidity rating of SGL-1 reflects
ClubCorp's very good liquidity. Moody's expects that the company's
internal sources of cash will be sufficient to cover all cash flow
requirements over the next 12 to 18 months (excluding
acquisitions). At December 31, 2013, ClubCorp had approximately
$54 million of available cash. The company has access to a $135
million revolving credit facility which Moody's does not expect
the company will need to utilize outside of letters of credit.
ClubCorp also has access to its $5 million revolver that expires
in 2015; however, there was no availability under this revolver
because of outstanding letters of credit.

ClubCorp does not have any material debt maturing until an
approximate $30 million mortgage maturity in 2017, nor does it
have any mandatory amortization on its term loan. There is only
minimal amortization on its outstanding mortgages. Following the
proposed transaction, the company is expected to be subject to a
25% excess cash flow sweep based on certain senior secured
leverage levels. In August 2013, ClubCorp amended its financial
covenants to include only a senior secured leverage ratio under
which Moody's believes the company will maintain good cushion.

The stable rating outlook reflects Moody's expectations that
ClubCorp will be able to continue to maintain its membership base
and stable operating performance over the intermediate term and
utilize excess cash flow after growth capex and making
opportunistic acquisitions so that debt/EBITDA and EBITDA-
capex/cash interest will be in the 4.5 times and 2.0 times range,
respectively. The stable rating outlook also includes Moody's
expectation that ClubCorp will maintain a very good liquidity
profile and will exercise a conservative financial policy with
respect to dividends and share repurchases.

A ratings upgrade is unlikely in the near term given ClubCorp's
scale and geographic concentration. Over the medium term, a
substantial expansion of the membership base and geographic
diversification accompanied by debt/EBITDA below 3.5 times and
EBITDA-capex/cash interest above 3.0 times could lead to an
upgrade.

Ratings could be downgraded if ClubCorp is unable to replace
membership attrition or if there is pressure on profitability for
any reason such that debt/EBITDA is sustained above 5.0 times, or
EBITDA-capex/cash interest expense falls to below 1.5 times.
Ratings could also be downgraded if liquidity deteriorates for any
reason or if the company's policy regarding dividends and share
repurchases becomes aggressive.

ClubCorp is one of the largest owners and managers of private
golf, country, business, sports and alumni clubs in North America.
As of December 31, 2013, the company owned or operated 156 clubs
(107 golf and country clubs and 49 business, sports, and alumni
clubs) in 25 states, the District of Columbia, and two foreign
countries with over 146,000 memberships. For the LTM period ended
December 31, 2013, ClubCorp generated $815 million of revenues. In
September 2013 ClubCorp Holdings, Inc. - ClubCorp's parent -
completed an IPO issuing 13.2 million shares of common stock --
along with an additional 7.5 million issued by KSL -- at
$14/share. The shares trade on the NYSE (ticker: MYCC).


COLOR STAR: Court Approves Gavin/Solmonese as Panel's Advisors
--------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas authorized the Official Committee of
Unsecured Creditors of Color Star Growers of Colorado, Inc. and
its debtor-affiliates to retain Gavin/Solmonese, LLC as financial
advisors to the Committee, effective Jan. 14, 2014.

As reported in the Troubled Company Reporter on Feb. 5, 2014, the
Committee said it requires Gavin/Solmonese to:

   (a) provide general advice to the Committee with respect
       to the Debtors' business operations and financial
       condition;

   (b) advise the Committee on any and all potential transactions
       involving the sale of the assets of the Debtors' estates;

   (c) provide independent analysis and related support, as
       required, in connection with any claims against the
       Debtor, and related entities, insiders and third parties;

   (d) advise and assist the Committee in conjunction with the
       formulation, negotiation, preparation or confirmation of
       any plan of reorganization or liquidation in this case;

   (e) provide expert testimony, as needed, in connection with
       hearings related to matters which Gavin/Solmonese has
       advised the Committee; and

   (f) provide other financial advisory and related consulting
       services in this chapter 11 case as reasonably requested
       by the Committee.

Gavin/Solmonese will be paid at these hourly rates:

       Edward T. Gavin, CTP                    $600
       Wayne P. Weitz                          $475
       Luke D. Snyder                          $375
       Managing Directors &  Principals     $475-$650
       Consultants, Directors &
       Senior Directors                     $200-$450
       Clerical & Paraprofessional Staff    $75-$200

Gavin/Solmonese will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Edward T. Gavin, managing director and founding partner of
Gavin/Solmonese, 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.

Gavin/Solmonese can be reached at:

       Edward T Gavin, CTP
       GAVIN/SOLMONESE LLC
       919 N Market St Ste 600
       Wilmington, DE 19801-3037
       Tel: (484) 432-3430
       Fax: (302) 655-6063
       E-mail: ted.gavin@gavinsolmonese.com

                        About Color Star

Color Star, a grower and wholesaler of flowers and nursery stock
with greenhouses and distribution centers in Colorado, Missouri
and Texas, filed for Chapter 11 bankruptcy protection in December
2013.

Color Star Growers of Colorado, Inc., and two affiliates filed
Chapter 11 bankruptcy petitions (Bankr. E.D. Tex. Case Nos. 13-
42959 to 13-42961) on Dec. 15, 2013, in Sherman, Texas.  The
petitions were signed by Brad Walker, chief restructuring officer.
The Debtors estimated assets of at least $10 million and
liabilities of at least $50 million.

Marcus A. Helt, Esq., and Evan R. Baker, Esq., at Gardere Wynne
Sewell LLP, serve as the Debtors' counsel.  SSG Advisors, LLC
provides investment banking services, and UpShot Services LLC
serves as claims, noticing and balloting agent.

The Official Committee of Unsecured Creditors appointed in the
Debtors' cases retained Gavin/Solmonese, LLC as financial
advisors; and Raymond J. Urbanik, Esq., Deborah M. Perry, Esq.,
Thomas Berghman, Esq., and Isaac J. Brown, Esq., at Munsch Hardt
Kopf & Harr, PC as attorneys.


COMPETITIVE COMPANIES: Has $3.42-Mil. Net Loss in 2013
------------------------------------------------------
Competitive Companies, Inc., filed with the U.S. Securities and
Exchange Commission on March 26, 2014, its annual report on Form
10-K for the year ended Dec. 31, 2013.

Padgett, Stratemann & Co., LLP, expressed substantial doubt about
the Company's ability to continue as a going concern, citing that
the Company has insufficient working capital and a stockholders'
deficit.

The Company reported a net loss of $3.42 million on $514,484 of
revenue in 2013, compared with a net loss of $1.03 million on
$85,889 of revenue in 2012.

The Company's balance sheet at June 30, 2013, showed $1.7 million
in total assets, $6.56 million in total liabilities, and a
stockholders' deficit of $4.86 million.

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

                       http://is.gd/MjJXTG

Competitive Companies, Inc. operates as a holding company with
interest in providing next generation fixed and mobile wireless
broadband Internet services nationally and internationally to both
wholesale and retail customers. It provides professional,
technical and management telecommunications support services to a
range of market types including municipalities, governments,
education, large venues, transportation and similar sectors
desirous. The company provides its products through its
subsidiaries: Wireless Wisconsin LLC; Wytec International, Inc.
and Wytec, Inc. Wireless Wisconsin LLC provides residential
customers in Western Wisconsin dial-up, DSL, and wireless
broadband services. Competitive was founded in October 2001 and is
headquartered in San Antonio, TX.


D & H HOTELS: Case Summary & 14 Unsecured Creditors
---------------------------------------------------
Debtor: D & H Hotels, Inc.
           d/b/a American Inn & Suites
        6735 Highway 90 West
        San Antonio, TX 78227

Case No.: 14-50874

Chapter 11 Petition Date: April 1, 2014

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Hon. Craig A. Gargotta

Debtor's Counsel: Ronald J. Smeberg, Esq.
                  THE SMEBERG LAW FIRM Law Firm, PLLC
                  11550 IH-10 W, Suite 180
                  San Antonio, TX 78230
                  Tel: (210) 695-6684
                  Fax: (210) 598-7357
                  Email: ron@smeberg.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Hiren R. Gosai, president.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb14-50874.pdf


DATAPIPE INC: S&P Affirms 'B' CCR on $40MM Add-On; Outlook Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Jersey City, N.J.-based Datapipe Inc.,
a managed services provider and data center operator.  The outlook
is negative.

At the same time, S&P lowered the issue-level rating on its first-
lien credit facilities to 'B' from 'B+' and revised the recovery
rating to '3' from '2'.  The '3' recovery rating reflects S&P's
expectation for meaningful (50% to 70%) recovery for noteholders
in the event of a payment default.

S&P's 'CCC+' issue-level rating and '6' recovery rating on the
company's $85 million second-lien term loan remains unchanged.
The '6' recovery rating reflects S&P's expectation for negligible
(0%-10%) recovery for lenders in the event of a payment default.

Datapipe is seeking to reprice its existing senior secured credit
facilities and upsize its revolving credit facility due 2018 to
$55 million from $40 million.  Additionally, the company is
issuing a $25 million add-on to its existing first-lien term loan
B due 2019 ($200 million outstanding), bringing the total to $225
million outstanding.  S&P expects the company will use proceeds
from the term loan add-on to repay existing borrowings under the
revolving credit facility of about $20 million.

"The affirmation of the 'B' corporate credit rating reflects our
expectation that although leverage will remain high over the
intermediate term, the proposed transaction improves liquidity,"
said Standard & Poor's credit analyst Michael Altberg.

S&P expects leverage (adjusted for operating leases) to decline to
about 7.4x in 2014, from 7.6x as of the end of 2013, with the
potential to improve to less than 7x in 2015.  Additionally, S&P
has revised its business risk assessment on Datapipe to "fair"
from "weak" based on its reassessment of the importance of
earnings volatility and absolute profitability in the company's
business risk profile.  While profitability metrics lag those of
its data center peers due to its small scale, its EBITDA margins
compare well to the overall telecom sector, and S&P expects
profitability to remain relatively stable over the near term.

S&P's "fair" assessment of Datapipe's business risk profile
incorporates the company's relatively small scale and the highly
fragmented and competitive nature of its industry.  The business
risk assessment also reflects Datapipe's greater mix of managed
services, which, while in S&P's opinion require greater technical
expertise and value-add compared to pure colocation, also have
somewhat higher churn characteristics.  In S&P's view, these risks
largely offset the company's good near-term revenue visibility
provided by a revenue backlog from two- to three-year contracts,
satisfactory profitability, and favorable industry demand
characteristics.

The negative rating outlook reflects S&P's expectation that
leverage will remain high, at above 7x in 2014, and that FOCF will
not turn positive until 2015-2016 depending on capital spending
levels.  As a result, deleveraging will be a function of future
EBITDA growth.

S&P could revise the outlook to stable if it believes that the
company remains on a trajectory to reduce fully-adjusted leverage
below 7x in 2015.  S&P believes such a scenario would require
continued high-single to low-double digit revenue growth over the
next two years, with the EBITDA margin remaining in the low-30%
area.

S&P could lower the rating over the next 12 months if annualized
trends soften because of increased churn and softer demand than
S&P has incorporated in its growth projections, and S&P believes
the company is no longer on a path to reduce leverage below 7x in
2015.  Additionally, S&P could lower the rating if liquidity
became pressured from ongoing negative FOCF in conjunction with
reduced borrowing availability under its revolving credit
facility.


DEMCO INC: Committee Can Hire Amigone Sanchez as Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized the Official Committee of Unsecured Creditors of Demco,
Inc. to retain Amigone, Sanchez & Mattrey, LLP as counsel, nunc
pro tunc to Feb. 12, 2014.

As reported in the Troubled Company Reporter on March 26, 2014,
the Committee requires Amigone Sanchez to:

   (a) appear at hearings or in court on behalf of the Creditors
       Committee;

   (b) report to the Creditors Committee;

   (c) conduct Committee meetings;

   (d) conduct negotiations with the Debtor, secured creditors
       and unsecured creditors;

   (e) commence and conduct any and all litigation necessary or
       appropriate to asset rights held by the Creditors
       Committee; and

   (f) perform any other necessary or appropriate legal services
       in connection with this Chapter 11 case for or on behalf
       of the Creditors Committee.

Amigone Sanchez will be paid at these hourly rates:

       Arthur G. Baumeister, Jr.        $300
       Associate                        $150
       Lawyers                       $150-$300

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

Arthur G. Baumeister, member of Amigone Sanchez, 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.

Amigone Sanchez can be reached at:

       Arthur G. Baumeister, Jr., Esq.
       AMIGONE, SANCHEZ & MATTREY, LLP
       1300 Main Place Tower
       350 Main Street
       Buffalo, NY 14202
       Tel: (716) 852-1300
       Fax: (716) 852-1344
       E-mail: abaumeister@amigonesanchez.com

                        About Demco Inc.

Demco, Inc., aka Decommissioning & Environmental Management
Company, is a specialty trade contractor based in West Seneca, New
York, which provides demolition services, nuclear work,
environmental clean-up, disaster response and a variety of other
services throughout the United States and, on a project-by-project
basis, internationally.  Some of Demco's better known demolition
projects in the past have included the Rocky Flats Nuclear Power
Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial
Auditorium, and the Sunflower Army Ammunition Plant.

Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No.
12-12465) on Aug. 6, 2012.  Bankruptcy Judge Michael J. Kaplan
presides over the case.  Daniel F. Brown, Esq., at Andreozzi,
Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represents the
Debtor in its restructuring effort.  Freed Maxick CPAs, P.C.
serves as its accountants, and Horizons Consulting, LLC, serves as
its tax consultants. The Debtor estimated assets and debts at $10
million to $50 million.  The petition was signed by Michael J.
Morin, controller.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
creditors to serve on the Official Committee of Unsecured
Creditors.

First Niagara Bank, the cash collateral lender, is represented by
William F. Savino, Esq., at Damon Morey.


DIGITAL DOMAIN: Forbearance Period Under DIP Loan Expires May 2
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the 12th amendment to the final order (i) authorizing DDMG Estate,
et al., to obtain postpetition financing and use cash collateral.

The Court issued its final order on Nov. 12, 2012.  The Amendment
to the final order was first entered in December 2012.

Pursuant to the amendments, (i) the DIP agent and the DIP lenders
will forbear from exercising their remedies under the final DIP
order, and DIP term sheet documentation until May 2, 2014, or the
occurrence of a termination event; and (ii) during the forbearance
period, the Debtors may incur indebtedness and use cash collateral
in accordance with the terms and conditions of the final DIP
order, and the amendments thereto.

A copy of the approved revised budget is available for free at
http://bankrupt.com/misc/DigitalDomain_CC_12th.pdf

                      About Digital Domain

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

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

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

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

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


DOLAN CO: Designates Kevin Nystrom as Chief Restructuring Officer
-----------------------------------------------------------------
The Dolan Company, et al., seek authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Zolfo Cooper
Management, LLC, to provide the Debtors with a chief restructuring
officer and additional individuals provided by Zolfo Cooper to
assist the CRO, and designate Kevin Nystrom as the Debtors' CRO.

Zolfo Cooper's, Mr. Nystrom's and the associate directors'
compensation will consist of the following: (a) a monthly fee of
$150,000 plus out-of-pocket expenses; (b) a restructuring equal to
$400,000 plus an additional fee of $400,000 if the restructuring
results in the retention of or issuance of warrants for 10% or
more of each class of the existing preferred or common shares of
reorganized Dolan having an aggregate value of at least
$10,000,000.  The firm, Mr. Nystrom and the associate directors'
reasonable out-of-pocket expenses.  The Debtors provided a
prepetition retainer of $150,000.

Mr. Nystrom, a managing director of Zolfo Cooper, 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.

A hearing on the employment application will be on April 17, 2014,
at 11:00 a.m. (ET).  Objections are due April 10.

                      About The Dolan Company

Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its
subsidiaries provide professional services and business
information to the legal, financial and real estate sectors.

The Dolan Company and several affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to
14-10637) on March 23, 2014.  Marc Kieselstein, P.C., Jeffrey D.
Pawlitz, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis
LLP, serve as the Debtors' counsel.  Timothy P. Cairns, Esq.,
Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as local counsel.

Faegre Baker Daniels LLP serves as the Debtors' special counsel;
Peter J. Solomon Company serves as financial advisors; and
Kurtzman Carson Consultants, LLC, serves s noticing and balloting
agent.  Deloitte Tax LLP serves as tax advisors.  Zolfo Cooper LLC
also serves as advisors.

Dolan listed $236.2 million in total assets and $185.9 million in
total debts at Sept. 30, 2013.  The petitions were signed by Vicki
J. Duncomb, authorized signatory.

Global investment management firm T. Rowe Price Associates, Inc.,
owns nearly 10% of the company's stock, while James Dolan owns
6.8%.

Dolan's e-discovery business, DiscoverReady LLC, did not file a
chapter 11 petition and its operations will not be affected by the
chapter 11 process.

On March 18, 2014, Dolan and its lenders and certain of its swap
counterparties executed a restructuring support agreement that
sets forth the material terms of the chapter 11 restructuring and
secures the support of the secured creditors for that process. In
accordance with the RSA, the Company commenced solicitation for
votes on the chapter 11 plan from secured creditors, the only
parties entitled to vote under the plan of reorganization.

The chapter 11 plan contemplates that the secured lenders will
become the owner of DiscoverReady and The Dolan Company upon the
completion of the restructuring process and each business will be
operated as separate and distinct entities.  Investment funds
managed by Bayside Capital, Inc. will become the majority owner of
DiscoverReady and The Dolan Company.  Bayside Capital is an
affiliate of H.I.G. Capital, a global private investment firm with
more than $15 billion of equity capital under management.

The chapter 11 plan process will allow the filing subsidiaries of
the Company to deleverage its capital structure by reducing its
projected secured debt obligations from approximately $170 million
to approximately $50 million.  The RSA also secures support from
the lenders to refinance DiscoverReady's capital structure with a
$10 million unfunded secured revolving facility.  The existing
preferred and common shares will be cancelled and will not receive
a recovery in the chapter 11 plan.  After emergence from
bankruptcy, both The Dolan Company and DiscoverReady LLC will be
privately held companies.

Kevin Nystrom serves as the Company's chief restructuring officer.

The lenders are to provide a $10 million DIP loan to fund the cash
needs of the Company and DiscoverReady through the reorganization
process.

The Company expects to emerge from bankruptcy within two months.

The Debtors have requested procedural consolidation and joint
administration of the chapter 11 cases.


DOLAN CO: Seeks to Tap Peter J. Solomon as Investment Banker
------------------------------------------------------------
The Dolan Company, et al., seek authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Peter J. Solomon
Company, L.P., and its affiliate Peter J. Solomon Securities
Company, LLC, as their investment banker.

PJSC will advise and assist the Debtors in developing a general
strategy for accomplishing any financing or restructuring, as well
as its form and structure.

The Debtors will compensate PJSC an advisory fee of $75,000 per
month.  In the event of any financing, a financing fee equal to
the applicable percentage below of the gross proceeds of that
financing: (i) 1.0% for senior secured debt, (ii) 3.5% for junior
secured or unsecured debt, and (iii) 5.5% for common, preferred,
or other equity.  The firm will also be paid a restructuring
transaction fee equal to $1,500,000.  In the event of any
postpetition sale, a postpetition sale fee equal to the greater of
(x) $1,500,000 in the aggregate for all postpetition sales or (y)
1.5% of aggregate consideration paid or payable in connection with
the postpetition sale, payable at the closing of the sale.

In the 90-day period prior to the Petition Date, PJSC received
from the Debtors $750,000 in restructuring transaction fees, a
$75,000 prepetition retainer, $225,000 in monthly advisory fees,
and $42695 on account of expense reimbursements.

Durc A. Savini, a managing director of Peter J. Solomon Company,
L.P., and Peter J. Solomon Securities Company, 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.

A hearing on the Debtors' employment application is scheduled for
April 17, 2014, at 11:00 a.m. (ET).  Objections are due April 10.

                      About The Dolan Company

Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its
subsidiaries provide professional services and business
information to the legal, financial and real estate sectors.

The Dolan Company and several affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to
14-10637) on March 23, 2014.  Marc Kieselstein, P.C., Jeffrey D.
Pawlitz, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis
LLP, serve as the Debtors' counsel.  Timothy P. Cairns, Esq.,
Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as local counsel.

Faegre Baker Daniels LLP serves as the Debtors' special counsel;
Peter J. Solomon Company serves as financial advisors; and
Kurtzman Carson Consultants, LLC, serves s noticing and balloting
agent.  Deloitte Tax LLP serves as tax advisors.  Zolfo Cooper LLC
also serves as advisors.

Dolan listed $236.2 million in total assets and $185.9 million in
total debts at Sept. 30, 2013.  The petitions were signed by Vicki
J. Duncomb, authorized signatory.

Global investment management firm T. Rowe Price Associates, Inc.,
owns nearly 10% of the company's stock, while James Dolan owns
6.8%.

Dolan's e-discovery business, DiscoverReady LLC, did not file a
chapter 11 petition and its operations will not be affected by the
chapter 11 process.

On March 18, 2014, Dolan and its lenders and certain of its swap
counterparties executed a restructuring support agreement that
sets forth the material terms of the chapter 11 restructuring and
secures the support of the secured creditors for that process. In
accordance with the RSA, the Company commenced solicitation for
votes on the chapter 11 plan from secured creditors, the only
parties entitled to vote under the plan of reorganization.

The chapter 11 plan contemplates that the secured lenders will
become the owner of DiscoverReady and The Dolan Company upon the
completion of the restructuring process and each business will be
operated as separate and distinct entities.  Investment funds
managed by Bayside Capital, Inc. will become the majority owner of
DiscoverReady and The Dolan Company.  Bayside Capital is an
affiliate of H.I.G. Capital, a global private investment firm with
more than $15 billion of equity capital under management.

The chapter 11 plan process will allow the filing subsidiaries of
the Company to deleverage its capital structure by reducing its
projected secured debt obligations from approximately $170 million
to approximately $50 million.  The RSA also secures support from
the lenders to refinance DiscoverReady's capital structure with a
$10 million unfunded secured revolving facility.  The existing
preferred and common shares will be cancelled and will not receive
a recovery in the chapter 11 plan.  After emergence from
bankruptcy, both The Dolan Company and DiscoverReady LLC will be
privately held companies.

Kevin Nystrom serves as the Company's chief restructuring officer.

The lenders are to provide a $10 million DIP loan to fund the cash
needs of the Company and DiscoverReady through the reorganization
process.

The Company expects to emerge from bankruptcy within two months.

The Debtors have requested procedural consolidation and joint
administration of the chapter 11 cases.


DOTS LLC: Retains Hilco Streambank to Sell Intellectual Property
----------------------------------------------------------------
Hilco Streambank, a Hilco Global company, has been retained by
Dots LLC to conduct the sale of its intellectual property (IP)
portfolio including trademarks, domain names and a customer file.
The trademarks include the well-known Dots(R) apparel and
accessories brand and the Dots.com domain name.  The assets will
be sold in a chapter 11 bankruptcy process which will conclude in
early May.

The Dots brand was established in 1987 and became a leading
retailer of women's apparel, footwear and accessories with
approximately 400 stores in 28 states.  After an extensive effort
to restructure, the company filed for Chapter 11 bankruptcy
protection on January 20th, 2014.  The retail stores are being
liquidated through the chapter 11 process while Hilco Streambank
has been hired to manage the process to monetize all of the
intellectual property .

"We expect to see significant interest in these assets" said Jack
Hazan, EVP of Hilco Streambank. "In addition to Dots being a
recognized brand in women's apparel, we also view the brand, and
particularly the domain name, to have broad application across
many categories in both the retail and non-retail sectors." Hazan
said.  Additionally, Hilco Streambank indicated that it believes
that the customer file is also quite valuable because it has been
kept current and Dots has maintained effective communication with
its customers through digital media.  "We are already receiving a
strong reaction to this offering in the marketplace," said Mr.
Hazan.

Parties interested in finding out more about this sale should
contact Hilco Streambank directly using the contact information
provided below:

Jack Hazan
(212) 610-5663
jhazan@hilcoglobal.com

Anna Moreva
(781) 444-4940
amoreva@hilcoglobal.com

Dmitriy Chemlin
(212) 610-5642
dchemlin@hilcoglobal.com

                         About DOTS LLC

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

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

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

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

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

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


DYNAGAS LNG: Reports $45.6 Million Net Income in 2013
-----------------------------------------------------
Dynagas LNG Partners LP filed with the U.S. Securities and
Exchange Commission on March 25, 2014, its annual report on Form
20-F for the year ended Dec. 31, 2013.

As of June 30, 2013 and Dec. 31, 2012 and 2011 and prior to its
IPO, the Company was not in compliance with certain restrictive
and financial covenants in its loan facilities and as a result,
its independent registered public accounting firm expressed
substantial doubt about the Company's ability to continue as a
going concern and all of its outstanding debt was classified as a
current liability.

The Company reported a net income of $45.62 million on $85.68
million of voyage revenues in 2013, compared with a net income of
$29.84 million on $77.5 million of voyage revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $488.73
million in total assets, $231.04 million in total liabilities, and
a stockholders' equity of $257.7 million.

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

                       http://is.gd/w6XeF5

Dynagas LNG Partners LP, incorporated on May 30, 2013, is a
growth-oriented limited partnership focused on owning and
operating LNG carriers. The Company's Initial Fleet consists of
three LNG carriers operating under multi-year charters with BG
Group and Gazprom. The Optional Vessels consist of seven fully
winterized newbuilding LNG carriers, four of which have been
contracted to operate under multi-year charters with Gazprom,
Statoil and Cheniere.

The Company owns its vessels through separate wholly owned
subsidiaries that are incorporated in the Republic of the Marshall
Islands, Republic of Liberia and the Island of Nevis. The Optional
Vessels are compatible with a range of LNG terminals, providing
charterers with the flexibility to trade the vessels worldwide.
Each vessel is equipped with a membrane containment system.


EARTH HARVEST: Grain Elevator Bankruptcy Settlement Proposed
------------------------------------------------------------
Dave Thompson at Prairie Republic News reports that the Public
Service Commission in North Dakota will be filing a report and
recommendation to the district court in a grain elevator
insolvency case.

Earth Harvest Mills, doing business as Dakota Prairie Organic
Flour, had an elevator in Harvey, North Dakota that went bankrupt
in 2013, the report says.  According to Prairie Republic, there
were a number of claims filed as credit sale contract claims and
cash claims. On the credit sale side, $4.3 million worth of claims
were filed -- and the commission found that $2.4 million of the
credit sales claims were valid, meaning they could receive up to
80 percent of their claim through the state credit sale indemnity
fund, the report notes.

According to the report, Commissioner Randy Christmann said two of
the claims exceeded the statutory limit of $280,000.  He said once
the court agrees and the appeals are exhausted, claimants will
split $949,000.  For the $81,000 in cash claims filed, the
claimants will receive 62 percent, based on the $50,000 bond Earth
Harvest Mills had on the elevator, Prairie Republic relates.

"It's been a painful process," the report quotes Mr. Christmann as
saying.  "There never is a good resolution when something like
this happens.  You do the best you can, and want to call it good,
but it's never really good."

Prairie Republic relates that Commissioner Julie Fedorchak said
these kinds of insolvencies point out some things that farmers
need to be aware of.

"Producers need to convert their scale tickets in a timely
manner," Ms. Fedorchak. "They also need to know who they're doing
business with."

The recommendation will be before the Wells County District Court
in May, the report notes.


ECKO UNLIMITED: Seeks Chapter 11 Bankruptcy Protection
------------------------------------------------------
Youth-oriented streetwear brand Ecko Unltd. sought Chapter 11
bankruptcy protection Wednesday,

Sara Randazzo, writing for The Wall Street Journal, reported that
Ecko cited the "fickle" tastes of its target audience and the
economic downturn as prime causes of the company's waning sales.

Founded in 1993 by designer Marc Ecko and two partners, Ecko
evolved from "just six T-shirts and a can of spray paint" into "a
full scale global fashion and lifestyle company," the report said,
citing a filing in U.S. Bankruptcy Court in Trenton, N.J. Ecko
plans to auction off its assets in Chapter 11.

The company has a leading bid lined up from a company controlled
by Seth Gerszberg, an Ecko co-founder, its indirect equity owner
and a significant creditor. Instead of offering cash, Mr.
Gerszberg's Suchman LLC offered to forgive $11.3 million in debt
and take over certain liabilities in exchange for the assets.

According to the report, Suchman is also offering Ecko a $7
million loan to fund its continued operations in Chapter 11. Court
papers show the loan terms require the company to conduct an
"accelerated" sale.

The company will seek court approval of the loan and permission to
continue paying its 110 full-time employees and 860 part-time
workers, at an April 4 hearing.


ECKO UNLIMITED: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: MEE Direct LLC
          fka Ecko Direct LLC
          dba Ecko Unlimited
        501 Tenth Avenue, Floor 7
        New York, NY 10018

Case No: 14-16486

Chapter 11 Petition Date: April 2, 2014

Court: United States Bankruptcy Court
       District of New Jersey

Judge: Hon. Christine M. Gravelle

Debtor's Counsel: David M. Bass, Esq.
                  Michael D. Sirota, Esq.
                  COLE, SCHOTZ, MEISEL, FORMAN & LEONARD
                  Court Plaza North
                  25 Main Street
                  Hackensack, NJ 07601
                  Tel: 201-489-3000
                  Fax : 201-678-6359
                  E-mail: dbass@coleschotz.com
                          msirota@coleschotz.com

Debtor's Chief
Restructuring
Officer:          Jeffrey L. Gregg

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million


EFUSION SERVICES: Add'l Disclosure to Powell Theune Hiring Filed
----------------------------------------------------------------
eFusion Services, LLC, submitted to the U.S. Bankruptcy Court for
the District of Colorado a supplemental disclosure to its
application seeking authority to employ Powell Theune PC as
counsel.

The supplemental disclosure provided that, among other things, on
Dec. 11, 2013, Powell Theune received a retainer in the amount of
$7,480, paid by the Debtor via a loan from Wilcor Development LLC,
a secured creditor, possibly requiring the Debtors to meet with
the provisions of Section 329 and 330 of the Bankruptcy Code, as
well as the provisions of In re Lotus Properties, LP, 200 BR 388.
A portion of the retainer ($7,357) has been expended on
prepetition services, filing fees and costs.  The balance of the
retainer, $123 is being kept in a COLTAF account.

The supplemental disclosure also provided that counsel has
previously estimated its fees to be in the $25,000 to $30,000
range, taking into account the few creditors and basically only
one group objecting to Debtor's filing.  Based on the three
objections the MDM creditors have filed to date, the Debtor would
now estimate the total legal fees to be in the $50,000 to $75,000
range.  The Debtor anticipates the fees will be paid from
operating revenue, assuming Debtor is successful in gaining
control of its operations from the MDM creditors.

As reported in the Troubled Company Reporter on Jan. 30, 2014, the
Debtor requires Powell Theune to:

   (a) provide the Debtor with legal counsel with respect to its
       powers and duties as Debtor and Debtor-in-possession;

   (b) prepare on behalf of the Debtor the necessary applications,
       complaints, answers, motions, reports and other legal
       papers, and representing the Debtor in negotiations and at
       all hearings in this case and related proceedings;

   (c) assist the Debtor in the preparation and confirmation of a
       Chapter 11 disclosure statements and plans, if appropriate;
       and

   (d) perform other legal services for Debtor, which may be
       necessary herein.

Powell Theune will be paid at these hourly rates:

       Philipp C. Theune            $275
       Paralegals                   $125

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

On Dec. 11, 2013, Powell Theune received a retainer in the amount
of $7,480, paid by the Debtor, the bulk of which has been used on
pre-petition fees and costs.  The balance remains in Powell
Theune's COLTAF account.

Philipp C. Theune, Esq., attorney of Powell Theune, 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.

                    About eFusion Services LLC

eFusion Services LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Colo. Case No. 13-30740) on Dec. 20, 2013.  The
petition was signed by Paul Lufkin, Manager of eFusion Management
LLC.  The Debtor disclosed total assets of $35 million and total
liabilities of $28.6 million.  The Hon. Michael E. Romero presides
over the case.  The Debtor employed Powell Theune PC as its
counsel.

Richard A. Weiland, the U.S. Trustee for Region 19, was not able
to form an Official Committee of Unsecured Creditors in the
Debtor's case because there were too few unsecured creditors who
are willing to serve on the Committee.


EMSCHARTS: Golden Hour Wins Patent Infringement Suit
----------------------------------------------------
The Federal Court in Marshall Texas issued a judgment against
emsCharts for enhanced damages plus interest for direct, induced,
and willful infringement.  The Court also agreed to issue Golden
Hour a Permanent Injunction which would enjoin emsCharts from
further infringement.  This Judgment is over $8.2M for transports
before September 2008.

Additional significant royalty damages for infringement after
September 2008 for both air and ground transports continue to grow
and will also be assessed in the next few weeks.  This ruling was
delayed by emsCharts' voluntarily filing bankruptcy in 2012.  This
judgment establishes Golden Hour as the largest creditor.  The
current owners of emsCharts are Peter Goutmann, John Massie, and
the University of Pittsburg Medical Center's (UPMC) Center for
Emergency Medicine, owners of the STAT MedEvac medical
transportation program.

"We would like to thank the Jury and the Court for their
consideration, time, thoughtful analysis and deliberation on this
important patent infringement matter," said Dr. Kevin Hutton,
Chairman and CEO of Golden Hour.  "We are pleased with the ruling
against emsCharts.  This was a long litigation that tested Golden
Hour's patents during 3 separate trials, an appeal with the US
Circuit Court, and a complete reexamination by the US Patent
Office with all trial testimony.  Golden Hour is committed to
innovation and to protecting our intellectual property."

Golden Hour's intellectual property portfolio includes United
States Patent numbers 6,117,073 | 7,233,905 | 7,778,849 |
7,734,481 | 7,668,736.

EmsCharts, Inc., filed a Chapter 11 petition (Bankr. N.D. W.Va.
Case No. 12-01385) on Oct. 17, 2012.  Aurelius Patrick Robleto,
Esq., at Robleto Law, PLLC, serves as counsel.  See
http://bankrupt.com/misc/wvnb12-01385.pdf


ENDEAVOUR INTERNATIONAL: James Browning Appointed to Board
----------------------------------------------------------
James H. Browning has been appointed to a serve as a director of
Endeavour International Corporation.  He will serve as an
independent director and be appointed to both the Technology &
Reserves Committee and Audit Committee, where he qualifies as an
"audit committee financial expert."

"Jim's experience in the energy sector, in-depth knowledge of the
financial markets and his position as senior partner at one the
industry's top accounting firms will be extremely valuable to
Endeavour," said William L. Transier, chairman, chief executive
officer and president.  "After a detailed and thorough process, we
are very pleased to have someone of Jim's calibre join our board."

Mr. Browning is a former partner at KPMG LLP, serving in that role
for almost thirty years until his retirement in 2009.  He held
numerous titles including Southwest Area Professional Practice
Partner, Business Unit Professional Practice Partner, Partner in
Charge of Audit Practice, SEC Reviewing Partner and Lead Audit
Engagement Partner.  Mr. Browning has worked with a variety of
industry sectors including Energy, Construction, Manufacturing and
Distribution and Commercial.

He holds a B.S. in Business Administration from Louisiana State
University and is a Certified Public Accountant in Texas,
Louisiana and Florida.  Mr. Browning also serves on the boards of
Texas Capital Bancshares Inc. a role he has held since 2009, as
well as RigNet Inc. a role he has held since 2010.  He became
Chairman at RigNet Inc. in 2012.

Mr. Browning's compensation for service as a director will be
consistent with the compensation paid to other non-employee
directors, including a grant of restricted shares of common stock
valued at $100,000 on date of grant (equivalent to 29,499 shares
as of March 19, 2014).

Additional information regarding the appointment is available for
free at http://is.gd/HSbJ8E

                   About Endeavour International

Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.

For the year ended Dec. 31, 2013, the Company incurred a net loss
to common stockholders of $97.30 million on $337.66 million of
revenues as compared with a net loss to common stockholders of
$128.04 million on $219.05 million of revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $1.50 billion
in total assets, $1.43 billion in total liabilities, $43.70
million in series C convertible preferred stock and $18.38 million
in stockholders' equity.

                           *     *     *

As reported by the TCR on March 5, 2013, Moody's Investors Service
downgraded Endeavour International Corporation's Corporate Family
Rating to Caa3 from Caa1.  Endeavour's Caa3 CFR reflects its weak
liquidity, small production and proved reserve scale, geographic
concentration and the uncertainties regarding its future
performance given the inherent execution risks related to its
offshore North Sea operations for a company of its size.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Houston,
Texas-based Endeavour International Corp. (Endeavour) to 'CCC+'
from 'B-'.  The rating action reflects S&P's expectation that
Endeavour could have insufficient liquidity to meet its needs due
to the delay in production from its Rochelle development.


EVERGREEN SKILLS: Moody's Assigns B3 Corporate Rating
-----------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
("CFR") and B3-PD probability of default rating to Evergreen
Skills Lux S.a r.l. ("Evergreen"), an entity formed by funds
managed by Charterhouse Capital Partners LLP ("the sponsor") that
will acquire SSILuxco S.a.r.l., an indirect parent company of
Skillsoft Limited (collectively -- "Skillsoft") at transaction
closing. Moody's also assigned B1 ratings to Evergreen's proposed
first lien senior secured bank credit facilities, consisting of a
$100 million revolving credit facility due 2019 and a $900 million
term loan due 2021. In addition, Moody's assigned a Caa2 rating to
the proposed $485 million second lien senior secured term loan due
2022. The ratings outlook is stable.

Proceeds from the proposed bank debt combined with an equity
contribution from the sponsor will be used to fund the acquisition
of Skillsoft and repay existing debt. The assigned ratings are
subject to review of final documentation.

The B3 CFR acknowledges Skillsoft's highly leveraged capital
structure resulting from the fully-priced and aggressive leveraged
buyout transaction. Pro forma leverage, as measured by Moody's
adjusted debt to EBITDA for the fiscal year ending January 31,
2014, will be approximately 9.0 times. However, we believe that
the company's future free cash flow generation profile (estimated
in the mid-single digits as a percentage of pro forma debt), good
interest coverage and an enhanced and growing scale supports
leverage declining towards the mid 7.0 times range, accompanied
with commensurate reduction in financial risk over the next 12 to
18 months. We note that equity capital forms a significant portion
of the company's capital structure, as the transaction is also
financed by a substantial equity contribution from the sponsor.

The following summarizes the rating activity:

Ratings assigned:

Issuer: Evergreen Skills Lux S.a.r.l.

Corporate Family Rating at B3

Probability of default rating at B3-PD

Proposed $100 million first lien senior secured revolving credit
facility due 2019 at B1 (LGD3, 32%)

Proposed $900 million first lien senior secured term loan due 2021
at B1 (LGD3, 32%)

Proposed $485 million second lien senior secured term loan due
2022 at Caa2 (LGD5, 86%)

Ratings to be withdrawn at transaction closing:

Issuer: SSI Investments II Limited

Corporate family rating at B2

Probability of default rating at B2-PD

$310 million senior unsecured notes due 2018 at Caa1 (LGD5, 83%)

Issuer: SkillSoft Corporation

$40 million senior secured revolving credit facility due 2015 at
Ba3 (LGD2, 28%)

$411 million senior secured Term Loan due 2017 at Ba3 (LGD2, 28%)

RATINGS RATIONALE

The B3 corporate family rating reflects Skillsoft's high pro forma
financial leverage of about 9.0 times (as measured by Moody's
adjusted debt to EBITDA for FYE January 31, 2014), which is
expected to decline towards the mid 7.0 times range over the next
12 to 18 months. The rating also incorporates the fact that funded
debt levels will be almost doubling from current levels as part of
the proposed transaction. Furthermore, the rating reflects the
highly competitive and fragmented nature of the enterprise
learning market which has low barriers to entry, as well as the
relatively discretionary nature of demand for e-learning products.
However, the B3 rating derives support from Skillsoft's business
model which enables strong free cash flow generation due to
predictable revenues generated under contracts, with high renewal
rates and low capital expenditure requirements. Furthermore, the
company's credit profile benefits from an enhanced competitive
position and scale (primarily due to an acquisitive growth model)
relative to independent, on-demand corporate training providers,
as well as potential organic growth opportunities within business
segments like Compliance. The rating is further supported by a
large, highly diverse and tenured enterprise customer base
(especially in the U.S.), good interest coverage, solid EBITDA
margins and a flexible cost structure. While positive
consideration is given to the company's demonstrated track record
of successful integration of prior acquisitions, the rating also
incorporates Skillsoft's reduced financial flexibility over the
intermediate term, with respect to large, debt funded
acquisitions.

The stable rating outlook reflects our view that Skillsoft's
credit metrics will strengthen over the next 12 to 18 months, with
leverage declining towards the mid 7.0 times range and free cash
flow as a percentage of debt remaining in the mid single digits.
Moody's expects the company to direct excess free cash flow
towards debt reduction, while moderate EBITDA expansion will be
driven by organic growth within business segments like compliance,
in addition to increased penetration within existing international
markets.

While a rating upgrade over the near term is highly unlikely given
Skillsoft's high pro-forma financial leverage and acquisitive
growth strategy, Moody's could consider an upgrade if the company
demonstrates sustained organic revenue growth (at least in the mid
single digit percentages) with increasing profitability, generates
consistently positive free cash flow and improves credit metrics
such that we come to expect debt to EBITDA to be sustained below
7.0 times and free cash flow to debt in the high single digit
range, respectively.

Skillsoft's ratings could be pressured by a sustained decline in
revenues or EBITDA resulting from competitive challenges or weak
business execution. Specifically, if we come to expect that the
company will not be able to sustain positive free cash flow, or if
the company's liquidity situation deteriorates, a downgrade is
possible.

The principal methodology used in this rating was the Global
Software Industry published in October 2012. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009. Please see the Credit Policy page on www.moodys.com for a
copy of these methodologies.

SkillSoft provides on-demand e-learning and performance support
solutions for global enterprises, government, education and small
to medium-sized businesses. For the last twelve month period ended
October 31, 2013, SkillSoft reported $408 million in revenues
under U.S. GAAP.


FASTLANE HOLDING: S&P Lowers CCR to 'B-' on Elevated Leverage
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas, Texas-based Fastlane Holding Co. Inc. to 'B-'
from 'B'.  The outlook is stable.

At the same time, S&P lowered its issue-level rating on the
company's senior secured first-lien term loan to 'B-' from 'B'.
The '4' recovery rating on this debt remains unchanged, indicating
S&P's expectation for average recovery (30%-50%) in a payment
default scenario.  S&P also lowered its issue-level rating on
Fastlane's senior secured second-lien term loan to 'CCC' from
'CCC+'.  The '6' recovery rating on this debt remains the same,
indicating S&P's expectation for negligible recovery (0%-10%) in a
payment default scenario.

"Our rating on Fastlane reflects our view of the company's
business risk profile as "weak" and its financial risk profile as
"highly leveraged."  The debt financing from private equity firm
TPG Capital L.P.'s (TPG's) acquisition of Fastlane, along with
declining profitability during 2013, has caused the company's
credit metrics to fall outside of our expectations for the
corporate credit rating.  The company has invested heavily in the
business since TPG became the controlling sponsor, including
building inventory to increase availability of the highest turning
items, investing in information technology to improve
productivity, and standardizing best practices across the
organization.  These operational initiatives have also resulted in
substantial cash outflows over the past year.  Moreover, we see
leverage remaining at this elevated level for the intermediate
term," S&P said.

The rating on Fastlane also reflects its "weak" business risk
profile, given its exposure to general U.S. economic conditions
and cycles, fiercely competitive pricing conditions, and its
narrow scope of operations.  Fastlane is the largest independent
distributor of aftermarket heavy-duty truck and trailer parts in
the U.S.  S&P believes the company's revenues are more than 4.5x
those of its next-largest competitor, but its market share is
still only about 4% of the very fragmented market.

Fastlane is the only truck parts distributor with a substantial
national presence and comprehensive product offering, serving many
customers in diverse end markets.  This offers some protection if
adverse circumstances hurt a single customer or market segment.

S&P views Fastlane's pricing power as improving because management
has taken actions to improve pricing discipline across its network
of stores and to expand its private label business.  Fastlane has
a diverse supplier base: The largest supplier provides no more
than 7% of its cost of goods sold.  Still, the company's narrow
scope and small size relative to its overall market make it
vulnerable to downturns in the business cycle.

Aftermarket demand for heavy-duty truck parts historically has
been more stable than demand for original-equipment vehicles.
Revenue is generally predictable because demand follows the size
of the installed truck base, which is large, and the number of
ton-miles driven, which depends on the country's economic health.
S&P estimates the long-term annual growth rate for the replacement
parts industry to be 1%-3%. Other factors contributing to this
trend include the nondiscretionary nature of certain heavy-duty
truck parts and increasing freight tonnage.  Truck freight
tonnage, a key indicator for truck demand overall, but
particularly for heavy-duty Class 8 trucks, rose 2.8% sequentially
in February 2014 and 3.6% compared with February 2013.


FLUX POWER: Obtains $1.9 Million From Units Offering
----------------------------------------------------
Flux Power Holdings, Inc., on March 12, 2014, completed the
private placement offering of units by closing on the sale of 32.4
Units to 41 accredited investors for total gross proceeds of
$1,944,000, pursuant to which the Company issued 32,400,000 shares
of common stock and warrants to purchase up to 16,200,000 shares
of common stock.  The warrants are exercisable for five years and
each warrant entitles the holder to purchase one share of common
stock at an exercise price of $0.20 per share.  The Units were
offered only to accredited investors and the purchase price of
each Unit was $60,000, with each Unit consisting of 1,000,000
shares of common stock and 500,000 warrants.

The completed private placement offering is inclusive of two prior
closings on the same terms for the sale of 10 Units and 2.8 Units
to accredited investors.

Security Research Associates Inc. of San Francisco served as the
Company's placement agent in connection with the Offering.  The
Company engaged SRA for services rendered in conjunction with this
Offering and paid cash compensation in the amount of 9 percent of
the gross proceeds raised and a warrant to purchase the number of
shares of the Company's common stock equal to 9 percent of the
aggregate gross proceeds from the Offering received by the Company
from all investors placed by SRA divided by $0.06 per share.  The
Company paid SRA $107,460 and issued a warrant to purchase
1,791,000 shares of the Company's common stock at an exercise
price of $0.06 for its services as the Company's private placement
agent in the Offering.

                         About Flux Power

Escondido, California-based Flux Power Holdings, Inc., designs,
develops and sells rechargeable advanced energy storage systems.

Flux Power posted net income of $351,000 on $772,000 of net
revenue for the year ended June 30, 2013, as compared with a net
loss of $2.38 million on $5.93 million of net revenue during the
prior year.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego,
California, 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
incurred a significant accumulated deficit through June 30, 2013,
and requires immediate additional financing to sustain its
operations.  These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed $1.52
million in total assets, $3.72 million in total liabilities and a
$2.19 million total stockholders' deficit.

                  Going Concern/Bankruptcy Warning

"The Company has incurred an accumulated deficit of $4,724,000
through September 30, 2013 and as of September 30, 2013 had
limited cash or other working capital.  To date, the Company's
revenues and operating cash flows have not been sufficient to
sustain its operations and it has relied on debt and equity
financing to fund its operations.  The audit report dated
October 15, 2013 from the Company's independent registered public
accounting firm indicated that the Company's significant
accumulated deficit and its need to raise immediate additional
financing among other factors, raised substantial doubt about the
Company's ability to continue as a going concern."

"If we are unable to increase sale of our products or obtain
additional funding in the near future, our cash resources will
rapidly be depleted and we may be required to further materially
reduce or suspend operations, which would likely have a material
adverse effect on our business, stock price and our relationships
with third parties with whom we have business relationships, at
least until additional funding is obtained.  If we do not have
sufficient funds to continue operations, we could be required to
liquidate our assets, seek bankruptcy protection or other
alternatives that would likely result in our receiving less than
the value at which those assets are carried on our financial
statements, and it is likely that investors will lose all or some
of their investment in us," the Company said in the Quarterly
Report for the period ended Sept. 30, 2013.


FLUX POWER: Michael Johnson Stake at 56.1% as of Jan. 13
--------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Esenjay Investments LLC and Michael Johnson
disclosed that as of Jan. 13, 2014, they beneficially owned
35,244,827 shares of common stock of Flux Power Holdings, Inc.,
representing 56.11 percent of the shares outstanding.  A copy of
the regulatory filing is available for free at:

                        http://is.gd/jeyJlK

                         About Flux Power

Escondido, California-based Flux Power Holdings, Inc., designs,
develops and sells rechargeable advanced energy storage systems.

Flux Power posted net income of $351,000 on $772,000 of net
revenue for the year ended June 30, 2013, as compared with a net
loss of $2.38 million on $5.93 million of net revenue during the
prior year.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego,
California, 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
incurred a significant accumulated deficit through June 30, 2013,
and requires immediate additional financing to sustain its
operations.  These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed $1.52
million in total assets, $3.72 million in total liabilities and a
$2.19 million total stockholders' deficit.

                  Going Concern/Bankruptcy Warning

"The Company has incurred an accumulated deficit of $4,724,000
through September 30, 2013 and as of September 30, 2013 had
limited cash or other working capital.  To date, the Company's
revenues and operating cash flows have not been sufficient to
sustain its operations and it has relied on debt and equity
financing to fund its operations.  The audit report dated
October 15, 2013 from the Company's independent registered public
accounting firm indicated that the Company's significant
accumulated deficit and its need to raise immediate additional
financing among other factors, raised substantial doubt about the
Company's ability to continue as a going concern."

"If we are unable to increase sale of our products or obtain
additional funding in the near future, our cash resources will
rapidly be depleted and we may be required to further materially
reduce or suspend operations, which would likely have a material
adverse effect on our business, stock price and our relationships
with third parties with whom we have business relationships, at
least until additional funding is obtained.  If we do not have
sufficient funds to continue operations, we could be required to
liquidate our assets, seek bankruptcy protection or other
alternatives that would likely result in our receiving less than
the value at which those assets are carried on our financial
statements, and it is likely that investors will lose all or some
of their investment in us," the Company said in the Quarterly
Report for the period ended Sept. 30, 2013.


FLUX POWER: Number of Directors Increased to Five
-------------------------------------------------
The board of directors of Flux Power Holdings, Inc., increased the
size of the Board to five and appointed Timothy Collins, age 73,
as director and executive chairman of the Board and Ronald Dutt,
age 67, as director.  Mr. Dutt is currently the Company's chief
executive officer and interim chief financial officer.

Mr. Collins has served as the president and chief executive
officer of Security Research Associates, Inc., an institutional
investment banking boutique, since 2012.  From 2009 to 2012, Mr.
Collins served as managing director for SRA.  He is also the
founder and has served as the president of KleenSpeed
Technologies, Inc., a company specializing in energy storage
products and electric power systems, since 2007.  Mr. Collins has
specific experience with business leadership, banking, and
research and development.  Mr. Collins holds a bachelor's degree
from the University of Denver.

In connection with Mr. Collins' appointment, the Board granted Mr.
Collins (1) non-qualified stock options to purchase 1,000,000
shares of common stock of the Company at an exercise price of
$0.31 per share (the closing price of Common Stock on March 13,
2014), which are subject to vesting over a 2 year period in
quarterly installments, and also (2) 100,000 shares of restricted
Common Stock as a stock bonus valued at $31,000.

As previously disclosed in the Form 8-K filing on June 27, 2013,
the Company has a non-binding letter of intent ("LOI") to acquire
KleenSpeed, where Mr. Collins is a director, president, and
shareholder.  The LOI contemplated that upon the successful
closing of the Proposed Acquisition, KleenSpeed will become a
wholly-owned subsidiary of the Company and the Company's Board
will be expanded from three members to five members with Mr.
Collins joining the Board and assuming the role of executive
chairman of the Company.  In addition, the LOI contemplates that
11 million shares of the Company's Common Stock will be issued to
KleenSpeed shareholders upon closing as consideration for the
purchase of KleenSpeed.  Though the LOI is non-binding and the
Board is still conducting its customary due diligence in
connection with the Proposed Acquisition, the Board believed that
it was in the best interest of the Company and its shareholders to
appoint Mr. Collins as Executive Chairman due to the value and
experience in that Mr. Collins brings.  Mr. Collins is the largest
shareholder of KleenSpeed, and if the Proposed Acquisition is
consummated, Mr. Collins will receive the largest allocation of
the Share Consideration issued to the shareholders of KleenSpeed
in connection with the Proposed Acquisition.  The Proposed
Acquisition is still being considered by the Board and Mr. Collins
will recluse himself from any board actions relating to the
Proposed Acquisition.

In addition, on March 12, 2014, prior to Mr. Collins joining the
Board, the Company completed a $1.94 million private placement, in
which SRA, where Mr. Collins is the chief executive officer,
president, director, and shareholder, received $107,460 in cash
and was issued a warrant to purchase 1,791,000 shares of the
Company's Common Stock at an exercise price of $0.06 for its
services as private placement agent.

Additional information is available for free at:

                      http://is.gd/BWEF1l

                        About Flux Power

Escondido, California-based Flux Power Holdings, Inc., designs,
develops and sells rechargeable advanced energy storage systems.

Flux Power posted net income of $351,000 on $772,000 of net
revenue for the year ended June 30, 2013, as compared with a net
loss of $2.38 million on $5.93 million of net revenue during the
prior year.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego,
California, 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
incurred a significant accumulated deficit through June 30, 2013,
and requires immediate additional financing to sustain its
operations.  These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed $1.52
million in total assets, $3.72 million in total liabilities and a
$2.19 million total stockholders' deficit.

                  Going Concern/Bankruptcy Warning

"The Company has incurred an accumulated deficit of $4,724,000
through September 30, 2013 and as of September 30, 2013 had
limited cash or other working capital.  To date, the Company's
revenues and operating cash flows have not been sufficient to
sustain its operations and it has relied on debt and equity
financing to fund its operations.  The audit report dated
October 15, 2013 from the Company's independent registered public
accounting firm indicated that the Company's significant
accumulated deficit and its need to raise immediate additional
financing among other factors, raised substantial doubt about the
Company's ability to continue as a going concern."

"If we are unable to increase sale of our products or obtain
additional funding in the near future, our cash resources will
rapidly be depleted and we may be required to further materially
reduce or suspend operations, which would likely have a material
adverse effect on our business, stock price and our relationships
with third parties with whom we have business relationships, at
least until additional funding is obtained.  If we do not have
sufficient funds to continue operations, we could be required to
liquidate our assets, seek bankruptcy protection or other
alternatives that would likely result in our receiving less than
the value at which those assets are carried on our financial
statements, and it is likely that investors will lose all or some
of their investment in us," the Company said in the Quarterly
Report for the period ended Sept. 30, 2013.


GLOBAL GEOPHYSICAL: Taps Baker Botts as Counsel
-----------------------------------------------
Global Geophysical Services Inc. and its debtor-affiliates are
asking for Court approval to employ Baker Botts L.L.P. as counsel
in the Chapter 11 cases.

In preparing for its representation of the Debtors, Baker Botts
has become familiar with the Debtors' businesses and many of the
potential legal issues that may arise in the context of these
chapter 11 cases.  The Debtors believe that Baker Botts is both
well-qualified and uniquely able to represent the Debtors in the
chapter 11 cases in an efficient and timely manner.

Baker Botts' current standard hourly rates are:

         Billing Category          Hourly Rate
         ----------------          -----------
         Partners                 $700 to $1,100
         Special Counsel          $550 to $750
         Associates               $375 to $650
         Paraprofessionals        $275 to $325

These professionals presently are expected to have primary
responsibility for providing services to the Debtors, and their
respective negotiated rates for this matter are set forth below:

         Timekeeper                Hourly Rate
         ----------                -----------
         Joe Poff                    $850
         Luckey McDowell             $650
         Omar J. Alaniz              $575
         Ian Roberts                 $550

The Debtors paid a $150,000 retainer to Baker Botts on Sept. 12,
2013 and have subsequently replenished that retainer on various
dates.

C. Luckey McDowell, Esq., a partner at the law firm, attests that
(a) Baker Botts is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, as required by section
327(a) of the Bankruptcy Code, and does not hold or represent an
interest adverse to the Debtors' estates and (b) Baker Botts has
no connection to the Debtors, their creditors, or other parties in
interest, except as may be disclosed.

The Court has granted interim approval to the Debtors'
application.  A final hearing is slated for April 25.

                     About Global Geophysical

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

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

             About Global Geophysical, Autoseis et al.

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

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


GLOBAL GEOPHYSICAL: Proposes Jordan Hyden as Bankruptcy Counsel
---------------------------------------------------------------
Global Geophysical Services Inc. and its debtor-affiliates seek
Court approval to employ Jordan, Hyden, Woomble, Culbreth &
Holzer, P.C. as bankruptcy counsel in the Chapter 11 cases.

Jordan Hyden will advise and assist the Debtors with respect to
all necessary motions, applications and order and hearings
thereon before the Court.

Jordan Hyden's current standard hourly rates range as follows:

         Billing Category          Hourly Rate
         ----------------          -----------
         Shareholders             $450 to $550
         Associates                   $300
         Paraprofessionals        $125 to $250

These professionals presently are expected to have primary
responsibility for providing services to the Debtors, and their
respective rates for this matter are:

         Timekeeper                Hourly Rate
         ----------                -----------
         Shelby A. Jordan             $550
         Nathaniel Peter Holzer       $450

The Debtors paid a $60,000 retainer to Jordan Hyden on March 14,
2014.

Nathaniel Peter Holzer, Esq., a shareholder in the firm, attests
that (a) Jordan Hyden is a "disinterested person" within the
meaning of section 101(14) of the Bankruptcy Code, as required by
section 327(a) of the Bankruptcy Code, and does not hold or
represent an interest adverse to the Debtors' estates and (b)
Jordan Hyden has no connection to the Debtors, their creditors, or
other parties in interest, except as may be disclosed.

                     About Global Geophysical

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

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

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

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


GLOBAL GEOPHYSICAL: Wins Interim Nod to Pay Key Suppliers
---------------------------------------------------------
Global Geophysical Services Inc. and its debtor-affiliates won
interim approval from the bankruptcy court to pay the prepetition
claims of critical vendors.

The interim order provides that payments to critical vendors will
not exceed $7.5 million without the DIP lenders' prior consent;
payments for Sec. 503(b)(9) claims will be limited to $3 million
without the DIP lenders' prior consent; and payments for logistics
claims will be limited to $1.2 million without the DIP lenders'
prior consent.

The Debtors explained that they have limited or no options when it
comes to arranging replacement suppliers on anything less than a
medium- to long-term basis.  The Debtors determined that
approximately $11.7 million represents the maximum amount that the
Debtors believe they may be required to pay to ensure the
continued supply of essential goods and services (but the Debtors
and their advisors will undertake substantial efforts to attempt
to limit the actual payments to an amount that is substantially
less than $11.7 million).

Based on their books and records, the Debtors estimate that they
have approximately 300 vendors to whom they owe over $22 million
on account of goods or services provided prior to the Petition
Date.

                     About Global Geophysical

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

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

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

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


GLOBAL GEOPHYSICAL: Proposes Procedures to Protect NOLs
-------------------------------------------------------
Global Geophysical Services Inc. and its debtor-affiliates filed a
motion and quickly obtained interim approval to implement narrowly
tailored procedures intended to preserve a valuable asset of this
estate: an approximate $250 million net operating loss and other
valuable tax attributes.

The Debtors seek to establish (a) procedures with respect to the
ownership, acquisition and disposition of beneficial interests in
equity securities in GGS and (b) an effective date for notice and
potential sell-down procedures for transfers of claims so that the
Debtors have the ability to formulate a plan of reorganization
that maximizes the use of their tax attributes.

As of March 21, 2014, there were approximately 38.12 million
shares of GGS common stock outstanding, with a total market
capitalization of approximately $18.6 million.  In addition to
having publicly-traded equity, GGS has approximately $250 million
in publicly-traded unsecured bond debt.

The Debtors have incurred significant net operating losses
("NOLs") on a consolidated basis of approximately $250 million as
of December 31, 2013, and may have substantial net unrealized
built-in losses in their assets and other tax attributes,
including business income tax credits.

Because an "ownership change" may negatively impact the Debtors'
utilization of their tax attributes, the Debtors propose these
procedures:

   * Any "substantial shareholder" -- entity that has direct
     or indirect beneficial ownership of at least 1.7 million
     shares of GGS's common stock (representing approximately 4.5%
     of all issued and outstanding shares) -- must serve and
     file a declaration on or before the later of (i) 30 days
     after the date of the notice of order and (ii) 10 days after
     becoming a substantial shareholder.

   * Prior to effectuating any transfer of the equity securities
     that would result in another entity becoming a substantial
     shareholder, the parties to such transaction must serve and
     file a notice of the intended stock transaction.

   * The Debtors have 10 business days after receipt of the stock
     transaction notice to object to the proposed transaction.

   * If the Debtors do not object, the proposed transaction may
     proceed.

   * Any transfer of the Equity Securities in violation of the
     procedures will be null and void ab initio.

Judge Richard S. Schmidt on March 27 entered an interim order
approving the motion.

                     About Global Geophysical

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

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

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

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


GOSPEL WAY CHURCH: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Gospel Way Church of God
        720 East 51st St
        Brooklyn, NY 11203

Case No.: 14-41610

Chapter 11 Petition Date: April 2, 2014

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

Judge: Hon. Carla E. Craig

Debtor's Counsel: Nigel E Blackman, Esq.
                  BLACKMAN & MELVILLE, PC
                  11 Broadway, Suite 615
                  New York, NY 10004
                  Tel: (718) 576-1646
                  Fax: (718) 228-8795
                  Email: nigel@bmlawonline.com

Estimated Assets: not indicated

Estimated Liabilities: not indicated

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


GRAND CENTREVILLE: Court Wants Update on Employment Applications
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
issued a notice of failure to prosecute, stating that upon a
review of Grand Centreville LLC's Chapter 11 case, it appeared
that the parties may not be prosecuting these matters:

   1. Application to employ Resource International, Ltd.
      as consultant;

   2. Application to employ KLNB, LLC as broker; and

   3. Application to employ Property Condition Assessments, LLC
      as consultant.

The Court also said in the March 25, 2014 notice that unless there
is a disposition made of the matter within 14 days from the date
of this notice, or unless cause is shown, in writing, why no
action has been taken, an order will be entered dismissing the
matter for failure to prosecute to a conclusion.

On March 21, James Y. Sohn opposed the Debtor's applications to
employ (i) Resource International; (ii) KLNB, LLC; and (iii)
Property Condition, stating that the applications are premature or
moot and must be denied.  Mr. Sohn said that by the applications,
the Debtor sought permission to engage a real estate broker and
marketing agent and two consultants to assist in the sale of the
Debtor's shopping center.

At the hearing on March 20, the Court denied the Debtor's motion
for an order approving a settlement agreement with the secured
lender which provided for the sale of the shopping center, thus,
there will be no sale of the shopping center at this time.
(Troubled Company Reporter, March 31, 2014)

                   About Grand Centreville

Grand Centreville, LLC, filed a Chapter 11 petition (Bankr. E.D.
Va. Case No. 13-13590) on Aug. 2, 2013.  The petition was signed
by Michael L. Schuett, principal of Black Creek Consulting Ltd.,
the receiver.  Judge Robert G. Mayer presides over the case.
Paula S. Beran, Esq., and Lynn L. Tavenner, Esq., at Tavenner &
Beran, PLC, in Richmond, Va., represent the Debtor as counsel.

The Debtor owns the real property located at 13810-13860 Braddock
Road, Centreville, Virginia.  In its schedules, the Debtor
disclosed $40,550,046 in assets and $26,247,602 in liabilities as
of the petition date.


GREEKTOWN HOLDINGS: Terminates Registration of Series A-1 Shares
----------------------------------------------------------------
Greektown Holdings, LLC, filed with the U.S. Securities and
Exchange Commission a Form 15 to terminate the registration of its
Series A-1 common stock.  As of March 17, 2014, there was only one
holder of the security.

                           About Holdings

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operate world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  The Debtors hired Daniel J. Weiner, Esq., Michael E.
Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC,
as their bankruptcy counsel; Judy B. Calton, Esq., at Honigman
Miller Schwartz and Cohn LLP, as their special counsel; Conway
MacKenzie & Dunleavy as their financial advisor, and Kurtzman
Carson Consultants LLC as claims, noticing, and balloting agent.
The Official Committee of Unsecured Creditors tapped Clark Hill
PLC as its counsel.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

On June 1, 2009, the Debtors filed a proposed Chapter 11 Plan of
Reorganization.  On Dec. 7, 2009, certain noteholder entities, the
Official Committee of Unsecured Creditors of the Debtors, and
Deutsche Bank Trust Company Americas, as indenture trustee,
proposed their own plan of reorganization for the Debtors.  On
Jan. 22, 2010, the Bankruptcy Court entered an order confirming
the Noteholder Plan.  The Plan was declared effective on June 30,
2010, after Greektown Casino Hotel obtained unanimous approval
from the Michigan Gaming Control Board on June 28 of the transfer
of the Company's ownership from the Sault Ste. Marie Tribe of
Chippewa Indian to new investors.

                            *   *    *

As reported by the TCR on Feb. 28, 2014, Standard & Poor's Ratings
Services assigned Detroit-based gaming operator Greektown Holdings
LLC its 'B-' corporate credit rating.  The 'B-' corporate credit
rating reflects S&P's assessment of Greektown's business risk
profile as "vulnerable" and its assessment of the company's
financial risk profile as "highly leveraged," according to S&P's
criteria.


GUIDED THERAPEUTICS: UHY LLP Raises Going Concern Doubt
-------------------------------------------------------
Guided Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission on March 26, 2014, its annual report on Form
10-K for the year ended Dec. 31, 2013.

UHY LLP expressed substantial doubt about the Company's ability to
continue as a going concern, citing the Company's recurring losses
from operations and accumulated deficit

The Company reported a net loss of $7.21 million on $820,000 of
contract and grant revenue in 2013, compared with a net loss of
$4.35 million on $3.34 million of contract and grant revenue in
2012.

The Company's balance sheet at Dec. 31, 2013, showed $3.32 million
in total assets, $3.42 million in total liabilities, and a
stockholders' deficit of $107,000.

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

                        http://is.gd/uSdni8

                     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 disclosed a net loss of $4.35 million on $3.33
million of contract and grant revenue for the year ended Dec. 31,
2012, as compared with a net loss of $6.64 million on $3.59
million of contract and grant revenue in 2011.

UHY LLP, in Sterling Heights, Michigan, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and accumulated deficit that raise substantial doubt
about its ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed $2.93
million in total assets, $2.40 million in total liabilities and
$522,000 in total stockholders' equity.

                         Bankruptcy Warning

"Management may obtain additional funds through the private sale
of preferred stock or debt securities, public and private sales of
common stock, funding from collaborative arrangements, and grants,
if available, and believes that such financing will be sufficient
to support planned operations through the second quarter of 2014.
If sufficient capital cannot be raised by the end of the second
quarter 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, such 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 said in its quarterly report for the
period ended Sept. 30, 2013.


GULFCO HOLDING: Benesch Friedlander Okayed as Bankr. Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Gulfco Holdings Co., to employ Benesch, Friedlander,
Coplan & Aronoff LLP as counsel.

Prospect Capital Corporation, on Jan. 21, filed a limited
objection and reservation of rights to the application pending
further disclosure by Benesch.  Prospect said Benesch has a
prepetition claim against the Debtor for $12,016 which Benesch
will not seek to recover from the Debtor but may seek to recover
from Altus Capital II, L.P., a shareholder of the Debtor; and
Altus agreed to pay the all fees allowed by order of the
Bankruptcy Court or alternatively loan funds to make payment on
account of the allowed amount if the Debtor is unable to pay.

Prospect said that despite the arrangement, it may present a
conflict of interest for Benesch as a representative of the
Debtor's estate, Benesch only stated that Altus is a client of
Benesch with no additional detail.

The Debtor, in its Dec. 31 application, stated that BFC&A received
a sum totaling $50,000 prior to the commencement of the bankruptcy
case, which was applied as repayment for services rendered
relating to pre-bankruptcy planning and preparation.  BFC&A
received the amount from Altus.

The hourly rates of BFC&A's personnel are:

         James M. Hill, partner               $650
         David M. Mellot, partner             $530
         Jeremy Gilman, partner               $545
         Michael J. Barrie, partner           $480
         Jennifer R. Hoover, partner          $405
         Stephen M. Ferguson, associate       $320
         Jeffrey N. Medio, associate          $290
         Elizabeth Hein, paralegal            $245

Mr. Barrie assured the Court that BFC&A is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                       About Gulfco Holding

Headquartered in Wilton, Connecticut, Gulfco Holding Corp. filed a
bare-bones Chapter 11 petition (Bankr. D. Del. Case No. 13-13113)
on Nov. 27, 2013.

The Hon. Brendan Linehan Shannon presides over the case.  Michael
Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP
represents the Debtor in its restructuring effort.  The Debtor
disclosed $23,000,576 in assets and $46,375,863 in liabilities as
of the Chapter 11 filing.

PNC Bank, National Association is owed $5.4 million and Prospect
Capital Corp. has a disputed claim of $40.95 million on account of
its shares of stock in Gulf Coast Machine & Supply Company.

Altus Capital Partners II, L.P. and its affiliates, Franklin Park
Co-Investment Fund, L.P., David LeBlanc, and Steven Tidwell own
shares in the company.

Elizabeth A. Burgess, as president and CEO, signed the Chapter 11
petition.

No creditors' committee has been appointed in the case.


GULFCO HOLDING: Files Amended Schedules of Assets and Liabilities
-----------------------------------------------------------------
Gulfco Holding Corp., filed with the U.S. Bankruptcy Court for the
District of Delaware its amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $23,000,576
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $46,350,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                           $25,863
                                 -----------      -----------
        Total                    $23,000,576      $46,375,863

A copy of the schedules is available for free at:

     http://bankrupt.com/misc/GULFCOHOLDING_42_amendedsal.pdf

                       About Gulfco Holding

Headquartered in Wilton, Connecticut, Gulfco Holding Corp. filed a
bare-bones Chapter 11 petition (Bankr. D. Del. Case No. 13-13113)
on Nov. 27, 2013.

The Hon. Brendan Linehan Shannon presides over the case.  Michael
Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP
represents the Debtor in its restructuring effort.

According to the list of top unsecured creditors, PNC Bank,
National Association is owed $5.4 million and Prospect Capital
Corp. has a disputed claim of $40.95 million on account of its
shares of stock in Gulf Coast Machine & Supply Company.

Altus Capital Partners II, L.P. and its affiliates, Franklin Park
Co-Investment Fund, L.P., David LeBlanc, and Steven Tidwell own
shares in the company.

Elizabeth A. Burgess, as president and CEO, signed the Chapter 11
petition.

No creditors' committee has been appointed in the case.


HAYDELL PROPERTIES: April 10 Hearing on Case Dismissal Bid
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
will convene a hearing on April 10, 2014, at 2:00 p.m., to
consider secured creditor The Peoples Bank, Biloxi Mississippi's
motion to dismiss the Chapter 11 case of Haydel Properties LP.

Peoples Bank said in its March 18 motion that it has made good
faith efforts to provide refinancing of the debt owed to it, but
the Debtor has engaged in a pattern of delay, and unreasonable
refusal to execute upon the Debtor's obligations owed to the bank
pursuant to the Plan of Reorganization which was approved Aug. 23,
2013.

Pursuant to that Plan, the Debtor was to refinance its
indebtedness with the bank.

In a separate filing, Henry G. Hobbs Jr., the U.S. Trustee for
Region 5, has withdrawn its third motion to dismiss or convert the
Chapter 11 case to one under Chapter 7 of the Bankruptcy Code,
pursuant to an agreed order.

The Debtor filed its delinquent monthly operating reports on
Feb. 28, 2014, and paid its delinquent quarterly U.S. Trustee
fees.

As reported in the Troubled Company Reporter on March 18, 2014,
the U.S. Trustee said in its motion that the Debtor is delinquent
in paying its quarterly UST fees and in filing its monthly
operating reports.

The U.S. Trustee pointed out that the Court confirmed the Debtor's
first amended plan in August 2013, which requires the Debtor to
pay the U.S. Trustee and all post-confirmation quarterly fees as
required in the Bankruptcy Code until the case is converted,
dismissed or closed.

                    About Haydel Properties LP

Haydel Properties LP, based in Biloxi, Mississippi, filed for
Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on
Jan. 11, 2012.  Judge Katharine M. Samson presides over the case.
Christy Pickering serves as accountant.  The Debtor disclosed
$11.7 million in assets and $6.8 million in liabilities as of the
Chapter 11 filing.

Patrick A. Sheehan, Esq.; and Robert Gambrell, Esq., at Gambrell &
Associates, PLLC represent the Debtor in its restructuring effort.

The Debtor won confirmation of its First Amended Plan of
Reorganization.  The Plan was conceived by management as an
alternative to the more drastic measures available for
restructuring the Company's debt, such as total liquidation of
equipment and properties.  The Debtor will continue to operate the
rental business and market numerous parcels of real property.


HEDWIN CORP: Plastic Container-Maker Files for Bankruptcy
---------------------------------------------------------
Katy Stech, writing for DBR Small Cap, reported that Baltimore-
based Hedwin Corp ., which makes plastic containers for the
pharmaceutical, health-care and food industries, filed for
bankruptcy to look for new owners that could stabilize its
finances after a fire last year shut down some of its assembly
lines.

According to the report, lawyers who put Hedwin into Chapter 11
protection on April 3 said they already have a purchase offer from
a Japanese competitor. The offer, valued at more than $15 million,
would keep the 300-worker business operating, said Chief
Restructuring Officer Charles Deutchman.


HILLSDALE COMMUNITY: S&P Revises Outlook & Affirms 'BB+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from stable and affirmed its 'BB+' long-term rating on the
Hillsdale Hospital Finance Authority, Mich.'s series 1998 bonds,
issued for Hillsdale Community Health Center (Hillsdale).

"The outlook revision reflects our view of Hillsdale's soft
operations, declining utilization, and solid unrestricted
reserves," said Standard & Poor's credit analyst Brian Williamson.
"Coupled with the soft operations, Hillsdale had a violation of
its debt service coverage ratio covenant at the end of fiscal 2013
related to its two direct placement issues," Mr. Williamson added.

The 'BB+' rating reflects S&P's view of Hillsdale's leading and
stable market share as the only hospital in Hillsdale County and
strong unrestricted liquidity for the rating.


IGLESIA MONTE: Case Summary & 8 Unsecured Creditors
---------------------------------------------------
Debtor: Iglesia Monte De Los Olivos, Inc.
           aka Monte De Los Olivos Comm. Church, Inc.
        331 West 4th Ave.
        Escondido, CA 92025

Case No.: 14-02625

Chapter 11 Petition Date: April 2, 2014

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Hon. Louise DeCarl Adler

Debtor's Counsel: Diane H. Gibson, Esq.
                  LAW OFFICES OF DIANE GIBSON
                  2755 Jefferson Street, Suite 203
                  Carlsbad, CA 92008
                  Tel: (760) 720-0080
                  Email: dgibsonlaw@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Francisco Salas, president.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/casb14-2625.pdf


IMAGIMED LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Imagimed, LLC
        4 Beaverbrook Road
        Lincoln Park, NJ 07035

Case No.: 14-22415

Chapter 11 Petition Date: April 1, 2014

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Hon. Robert D. Drain

Debtor's Counsel: Dawn Kirby Arnold, Esq.
                  DELBELLO DONNELLAN WEINGARTEN WISE &
                    WIEDERKEHR, LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: 914-681-0288
                  Email: dkirby@ddw-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Scott Buchanan, member.

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


INDEPENDENCE RESOURCES: Incurs $70K Net Loss in June 30 Quarter
---------------------------------------------------------------
Independence Resources PLC filed its quarterly report on Form
10-Q, disclosing a net loss of $70,015 on $860 of total revenue
for the three months ended June 30, 2013, compared with a net loss
of $694,704 on $27,041 of total revenue for the same period in
2012.

The Company's balance sheet at June 30, 2013, showed $8.58 million
in total assets, $724,783 in total liabilities, and stockholders'
equity of $7.85 million.

The Company had an accumulated deficit incurred through June 30,
2013.  These factors raise substantial doubt the Company may be
able to continue in existence in the absence of receiving
additional funding.

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

                       http://is.gd/ajz5m1

Independence Resources also filed a Form 10-Q, disclosing a net
loss of $100,612 on $80,852 of total revenue for the three months
ended March 31, 2013, compared with a net loss of $467,518 on
$14,599 of total revenue for the same period in 2012.  A copy of
the Form 10-Q is available at http://is.gd/cypkuH

Independence Resources PLC is engaged in the natural resources
sector. The company holds interests in the Iron Creek project,
which is located in Lemhi County, Idaho near the Town of Salmon;
and Gray Eagle Mine project, which is located in Siskiyou County,
the northernmost county of the State of California. It operates in
three segments: mining exploration, oil and gas and mine
contracting. The company was founded on October 5, 1983 and is
headquartered in Coeur d' Alene, ID.


INTELLIPHARMACEUTICS INT'L: Annual Meeting Held on March 27
-----------------------------------------------------------
Intellipharmaceutics International Inc. sent to registered
shareholders an amended form of proxy for voting at its annual and
special shareholders meeting to be held on March 27, 2014.  At the
Meeting, shareholders will vote on the following items:

   1. Election of Dr. Isa Odidi, Dr. Amina Odidi, John Allport,
      Bahadur Madhani, Kenneth Keirstead, and Dr. Eldon R. Smith
      as directors;

   2. Reappointment of Deloitte LLP, Chartered Accountants, as the
      auditor of the Company; and

   3. Resolution approving the two year extension of the
      performance-based stock options granted to certain directors
      and officers as more particularly described in the
      Management Proxy Circular for the Meeting.

All proxies must be received prior to 10:30 a.m. (Toronto time) on
the business day preceding the date of the Meeting or any
adjournment thereof.

                    About Intellipharmaceutics

Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada.  Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs.  Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals.  Based on this technology,
Intellipharmaceuticshas a pipeline of product candidates in
various stages of development, including filings with the FDA in
therapeutic areas that include neurology, cardiovascular,
gastrointestinal tract, diabetes and pain.

Intellipharmaceutics incurred a net loss of US$11.49 million
for the year ended Nov. 30, 2013, following a net loss of
US$6.13 million for the year ended Nov. 30, 2012.

Deloitte LLP, in Toronto, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Nov. 30, 2013.  The independent auditors noted that
Company's recurring losses from operations and the accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.


JED SERVICES: Selling 1998 Peterbilt Truck on April 24
------------------------------------------------------
J.E.D. Services, Inc. has filed a Motion for Private Sale of a
1998 Peterbilt Truck to Maxxco, of 419 Frankfurt Road, Monaca, PA
15061 for $40,000, according to the terms set forth in the Motion
for Sale.  On or before, April 17, 2014, any Objections to the
sale must be filed with the U.S. Bankruptcy Court for the Western
District of Pennsylvania, 5414 U.S. Steel Tower, 600 Grant Street,
Pittsburgh, PA 15219.

A hearing is scheduled for April 24, 2014 at 2:30 p.m. before
Judge Thomas P. Agresti in Courtroom C, 54th Floor, U.S. Steel
Tower, 600 Grant Street, Pittsburgh, PA 15219 at which time higher
offers will be considered and objections to said sale will be
heard.

J.E.D. Services, Inc., filed for Chapter 11 (Bankr. W.D. Pa. Case
No. 12-20526) on Feb. 3, 2012, listing under $1 million in both
assets and liabilities.  A copy of the petition is available at
http://bankrupt.com/misc/pawb12-20526.pdf

JED is represented by:

     Michael C. Eisen, Esq.
     6200 Babcock Blvd.
     Pittsburgh, PA 15237
     Tel: 412-367-9005
     E-mail: attorneyeisen@yahoo.com


JEFF'S GOURMET: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jeff's Gourmet Pies, Inc.
        6704 Parke East Boulevard
        Tampa, FL 33610

Case No.: 14-03697

Chapter 11 Petition Date: April 1, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Hon. Catherine Peek McEwen

Debtor's Counsel: Chad S Bowen, Esq.
                  JENNIS & BOWEN PL
                  400 North Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Fax: (813) 229-1707
                  Email: ecf@jennisbowen.com

                    - and -

                  John Paul Getting, Esq.
                  JENNIS & BOWEN, P.L.
                  400 North Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Email: jpgetting@jennisbowen.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Joseph Penshorn, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb14-3697.pdf


KEURIG GREEN: S&P Raises CCR to 'BB' Over Deal With Coca-Cola
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Waterbury, Vt.-based Keurig Green Mountain Inc. to 'BB'
from 'BB-'.  S&P also raised the issue-level ratings on the
company's senior secured credit facilities to 'BBB-' from 'BB+'.
The recovery rating remains '1', indicating S&P's expectations for
very high (90% to 100%) recovery in the event of a payment
default.  At the same time, S&P removed all of its ratings on the
company from CreditWatch with positive implications, where they
had been placed on Feb. 7, 2014, following the collaboration
agreement announcement.  The outlook is stable.

"The upgrades reflect our belief that this transaction strengthens
Keurig's business risk profile," said Standard & Poor's credit
analyst Bea Chiem.

S&P estimates that as of Dec. 28, 2013, the company had roughly
$322 million in operating lease-adjusted debt outstanding.


KINGDOM COMMUNITY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Kingdom Community Construction, LLC
        5151 West Madison Street
        Chicago, IL 60644

Case No.: 14-12219

Chapter 11 Petition Date: April 1, 2014

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Eugene R. Wedoff

Debtor's Counsel: O. Allan Fridman, Esq.
                  WALLACH MICHALEC FRIDMAN, P.C.
                  555 Skokie Blvd, Suite 500
                  Northbrook, IL 60062
                  Tel: 847 412-0788
                  Fax: 847 412-0898
                  Email: allanfridman@gmail.com

Estimated Assets: not indicated

Estimated Liabilities: $1 million to $10 million

The petition was signed by John T. Abercrombie, managing member.

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


LAMAD MINISTRIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lamad Ministries/Seasons Christian Care Center, Inc.
           dba Seaons Christian Care Center
           dba DayStar Ministries
           dba Lamad Media Ministry
           dba Lamad Chapel
        2724 Ledo Road
        Albany, GA 31707

Case No.: 14-10449

Chapter 11 Petition Date: April 1, 2014

Court: United States Bankruptcy Court
       Middle District of Georgia (Albany)

Judge: Hon. James D. Walker Jr.

Debtor's Counsel: David S. Ballard, Esq.
                  KELLEY, LOVETT & BLAKEY
                  2539 Lafayette Plaza
                  P. O. Box 70879
                  Albany, GA 31708
                  Tel: 229-888-9128
                  Fax: 229-888-0966
                  Email: dballard@kelleylovett.com

                      - and -

                  Walter W. Kelley, Esq.
                  KELLEY, LOVETT, AND BLAKEY
                  P.O. Box 70879
                  2539 Lafayette Plaza
                  Albany, GA 31708
                  Tel: (229) 888-9128
                  Email: rcoxwell@kelleylovett.com

Total Assets: $4.59 million

Total Liabilities: $12.17 million

The petition was signed by Dr. Charles William Eidenire,
president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/gamb14-10449.pdf


LB-UBS COMMERCIAL 2003-C8: Moody's Cuts X-CL Certs Rating to Caa3
-----------------------------------------------------------------
Moody's Investors Service has upgraded the rating of one class and
downgraded one class in LB-UBS Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2003-C8 as
follows:

Cl. N, Upgraded to B3 (sf); previously on Aug 29, 2013 Affirmed
Caa2 (sf)

Cl. X-CL, Downgraded to Caa3 (sf); previously on Aug 29, 2013
Downgraded to Caa1 (sf)

Ratings Rationale

The rating on Class N was upgraded based primarily on an increase
in credit support resulting from loan paydowns and amortization.
The deal has paid down 88% since Moody's last review. Although
Class N is fully covered by a defeased loan, Moody's is concerned
that this class may experience interest shortfalls caused by
specially serviced loans.

The rating on the IO Class (Class X-CL) was downgraded due to a
decline in the weighted average rating factor or WARF of its
referenced classes.

Moody's rating action reflects a base expected loss of 45% of the
current balance compared to 7% at Moody's prior review. Moody's
base expected loss plus realized losses is now 1.6% of the
original pooled balance compared to 1.8% at the prior review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING:

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range may
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously anticipated. Factors that may
cause an upgrade of the ratings include significant loan paydowns
or amortization, an increase in the pool's share of defeasance or
overall improved pool performance. Factors that may cause a
downgrade of the ratings include a decline in the overall
performance of the pool, loan concentration, increased expected
losses from specially serviced and troubled loans or interest
shortfalls.

DESCRIPTION OF MODELS USED

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 3 compared to 8 at Moody's last review.

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model v 8.7 and then reconciles and weights the results from
the conduit and large loan models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan-level proceeds
derived from Moody's loan-level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type and sponsorship. Moody's also further adjusts these
aggregated proceeds for any pooling benefits associated with loan
level diversity and other concentrations and correlations.

DEAL PERFORMANCE

As of the March 17, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 99% to $18.1
million from $1.4 billion at securitization. The Certificates are
collateralized by five mortgage loans ranging in size from 6% to
37% of the pool. One loan, representing 37% of the pool has
defeased and is secured by US Government securities. The remaining
loans are all in special servicing.

Fourteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of $14.6 million (19% loss severity on
average). Four loans, representing 63% of the pool, are currently
in special servicing. The largest specially serviced loan is the
PGA Commons Loan ($6.5 million -- 36% of the pool), which is
secured by a 38,054 square foot retail/office property Palm Beach
Gardens, Florida. The property was 25% leased as of February 2014.
The servicer has recognized an $5.4 million appraisal reduction
for this loan.

The remaining four specially serviced loans are secured by a mix
of property types. Moody's estimates an aggregate $8.1 million
loss for the specially serviced loans (71% expected loss on
average).


LEHMAN BROTHERS: To Pay Another $17.9 Billion to Creditors
----------------------------------------------------------
Lehman Brothers Holdings Inc. revealed new details about its
fifth payment to creditors under its $65 billion payout plan.

The company filed papers with the U.S. Bankruptcy Court for the
Southern District of New York disclosing that it will pay about
$17.9 billion, of which about $16.4 billion will go to holders of
non-priority unsecured claims.

The remaining $1.5 billion will be paid to creditors whose claims
have recently been approved.  The fifth distribution is scheduled
to take place on April 3.

The distribution for Lehman's senior unsecured creditors will be
6.37%, bringing the total recovery to 26.92%.  Its general
unsecured creditors will see another 5.96%, raising the total to
25.23%, according to a Bloomberg News report.

At Lehman's commercial paper unit, the next distribution for
general unsecured creditors is 11.67%, increasing the recovery to
61.63%, Bloomberg said.  Meanwhile, general unsecured creditors
of Lehman's special financing unit will have received 30.9% after
the 3.12% distribution, Bloomberg further related.

A summary of the fifth payment to creditors can be accessed for
free at http://is.gd/OQ0vsI

After the money is returned, Lehman's creditors will have been
paid more than $80 billion, which represents a $15 billion
increase from the bank's initial estimate of how much would be
returned to creditors, according to a Wall Street Journal report.

A series of recent deals, including settlements with Fannie Mae,
Freddie Mac, the Internal Revenue Service and the bank's own
foreign subsidiaries, helped free up more cash than expected for
the latest distribution.

In its initial distribution on April 17, 2012, Lehman paid $22.5
billion to creditors.  Its creditors received $10.208 billion
while creditors of its commercial paper unit received $3.235
billion.

On October 1, 2012, Lehman paid another $10.2 billion, of which
more than $6.75 billion was paid to its creditors while more than
$2.51 billion went to creditors of the commercial paper unit.

In its third distribution on April 4, 2013, Lehman paid more than
$14 billion.  On October 3, 2013, the company paid another $15.6
billion, of which about $11.1 billion went to third-party
creditors and non-controlled affiliates.  A sixth distribution is
slated for October, Bloomberg said.

Lehman's payout plan, which treats creditors of its subsidiaries
better than its own creditors, was confirmed by the bankruptcy
court in December 2011.  On March 6, 2012, the company officially
emerged from bankruptcy protection.

                     About Lehman Brothers

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

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

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases were initially handled by Judge
James M. Peck.  In March 2014, the case was reassigned to Judge
Shelley C. Chapman after Judge James M. Peck resigned to join
Morrison & Foerster LLP as co-chairman of the restructuring and
insolvency practice.

Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.


LEHMAN BROTHERS: Accord With Swiss Derivatives Unit Now Effective
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. said the settlement it made with
Lehman Brothers Finance AG took effect on March 21, allowing the
Swiss derivatives unit to finally receive payment on account of
its claim under the payout plan.

The claim against the Lehman parent company is based on so-called
"Lehman Program Securities."  A schedule of the securities that
make up the claim can be accessed for free at http://is.gd/JJpw10

Under the settlement dated April 25, 2013, the Swiss company
agreed to cut its claim against Lehman to $942 million from $15.4
billion, and assign to Lehman billions of dollars of claims that
it asserted against its affiliates.

Lehman was able to close the settlement after Judge Shelley
Chapman approved its agreement with two companies controlled by
Klaus Tschira, founder of software developer SAP AG, early this
month.

The closing of the settlement was delayed after the
Tschira-controlled companies appealed it to Swiss courts and
regulators.  Under the Tschira deal, the companies agreed to drop
their appeal in exchange for a claim against Lehman.

                     About Lehman Brothers

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

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

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases were initially handled by Judge
James M. Peck.  In March 2014, the case was reassigned to Judge
Shelley C. Chapman after Judge James M. Peck resigned to join
Morrison & Foerster LLP as co-chairman of the restructuring and
insolvency practice.

Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.


LEHMAN BROTHERS: Wins Nod to Reserve $103MM for Stonehill Claims
----------------------------------------------------------------
Lehman Brothers Holdings Inc. received court approval to set
aside more than $103.8 million to cover the claims of Stonehill
Offshore Partners Ltd. and Stonehill Institutional Partners L.P.

Judge Shelley Chapman of U.S. Bankruptcy Court in Manhattan
signed off on an order authorizing the company to establish a
$55.06 million reserve for Stonehill Offshore's claims, and
another $48.8 million reserve for Stonehill Institutional's
claims.

The bankruptcy judge required Stonehill Offshore and Stonehill
Institutional to file a motion to amend, liquidate or supplement
their claims, or to file late claims.

If the companies failed to do so or if the court denied their
motion, Stonehill Institutional's claim reserve would be reduced
to $20.29 million while the claim reserve of Stonehill Offshore
would be reduced to $23.46 million.

Lehman previously proposed to set aside $44 million to cover the
claims of both companies which, it said, are a duplicate of their
claims against its brokerage arm.

According to Lehman, Stonehill had already received distributions
of cash and securities on account of its claims against the
brokerage.

The company also said that the terms of its $65 billion payout
plan and the court order, which confirmed the plan, require the
bankruptcy court to limit the reserve to at least $44 million,
absent a valid amendment to Stonehill's claims.

                     About Lehman Brothers

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

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

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases were initially handled by Judge
James M. Peck.  In March 2014, the case was reassigned to Judge
Shelley C. Chapman after Judge James M. Peck resigned to join
Morrison & Foerster LLP as co-chairman of the restructuring and
insolvency practice.

Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.


LEHMAN BROTHERS: Freddie Mac Drops Probe on $1.2-Bil. Transfer
--------------------------------------------------------------
Federal Home Loan Mortgage Corp. (Freddie Mac) withdrew its motion
filed with the bankruptcy to probe Lehman Brothers Holdings Inc.
regarding its $1.2 billion claim.

The move came after the U.S. Bankruptcy Court in Manhattan
approved a settlement reached by Lehman and the mortgage agency
to resolve the claim.

The settlement will free up millions of dollars, which will be
available for distribution to Lehman's creditors.  Prior to the
deal, the company had to set aside $1.2 billion to cover the
claim.

The claim stemmed from two loans the mortgage agency extended to
Lehman prior to its bankruptcy filing in 2008.  Lehman wanted the
claim classified as general unsecured to release the $1.2 billion
cash reserve but the mortgage agency argued that its claim should
get priority status and be placed ahead of other claims filed
against the company.

                     About Lehman Brothers

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

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

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases were initially handled by Judge
James M. Peck.  In March 2014, the case was reassigned to Judge
Shelley C. Chapman after Judge James M. Peck resigned to join
Morrison & Foerster LLP as co-chairman of the restructuring and
insolvency practice.

Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.


LOCATION BASED TECH: Inks Exclusive Licensing Pact with Oak Ridge
-----------------------------------------------------------------
Location Based Technologies, Inc., signed an exclusive license
agreement with UT-Battelle, LLC (UT-Battelle), which manages and
operates the Oak Ridge National Laboratory (ORNL) for the US
Department of Energy (DOE), to integrate and market UT-Battelle's
electric power restoration forecasting system, called VERDE
Analytics.

Integration of ORNL's VERDE Analytics environmental situation
information with LBT GPS location information in near real-time,
enables mobile service providers to dramatically improve
responsiveness when managing through severe weather conditions and
enhance worker safety at the same time using a single source to
view the mapped information.  LBT GPS tracker devices have been
designed to significantly increase situational awareness by
providing highly accurate location information for monitoring
vehicles, mobile assets, as well as work crew personnel.  The
VERDE Analytics system combines more than 50 non-proprietary
environmental and weather data feeds providing comprehensive maps
along with up-to-the minute projections for restoration of power
operations.

"This is a tremendous enhancement to our product offering and
opens a new market segment for LBT," said Location Based
Technologies' CEO, Dave Morse.  "The ability for companies to
track assets while monitoring severe weather will be of tremendous
value to a number of companies, particularly public utilities.
When a severe weather-related event occurs, our customers will be
able to make better management decisions and more effectively
coordinate its people and assets from our platform.  It's an
extraordinary and unique proposition."

LBT will have exclusive rights to market the VERDE Analytics maps
with their GPS location technology.  Integration is expected to be
complete before the end of the second calendar quarter (Q2) 2014,
at which time it will be offered to commercial customers as well
as public utilities and other agencies throughout the US.

"This partnership will cost effectively help to speed restoring
essential utilities in times of national emergency by putting
powerful tools in the hands of repair crews managing through
critical situations out in the field," said ORNL Researcher Steven
Fernandez.

                About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.

The Company incurred a net loss of $11.04 million for the year
ended Aug. 31, 2013, as compared with a net loss of $7.96 million
for the year ended Aug. 31, 2012.  The Company's balance sheet at
Nov. 30, 2013, showed $2.83 million in total assets, $10.27
million in total liabilities and a $7.43 million total
stockholders' deficit.

Comiskey & Company, the Company's independent registered public
accounting firm, issued a "going concern" qualification on the
consolidated financial statements for the year ended Aug. 31,
2013.  The independent auditors noted that the Company has
incurred recurring losses since inception and has accumulated
deficit in excess of $45 million.  There is no establised sales
history for the Company's products, which are new to the
marketplace, the auditors added.

                        Bankruptcy Warning

The Company said it remains obligated under a significant amount
of notes payable, and Silicon Valley Bank has been granted
security interests in the Company's assets.

"If we are unable to pay these or other obligations, the creditors
could take action to enforce their rights, including foreclosing
on their security interests, and we could be forced into
liquidation and dissolution.  We are also delinquent on a number
of our accounts payable.  Our creditors may be able to force us
into involuntary bankruptcy," the Company said in the 2013 Annual
Report.


LONCOR RESOURCES: To Voluntarily Delist From NYSE MKT
------------------------------------------------------
Loncor Resources Inc. on April 2 disclosed that it is voluntarily
delisting from the NYSE MKT LLC.  As noted in the Company's press
release of March 10, 2014, the Company received a letter from the
NYSE MKT advising that the NYSE MKT has determined that the
Company is currently not in compliance with Sections 1002(c) and
1003(c)(i) of the NYSE MKT Company Guide.

The NYSE MKT had given the Company until April 2, 2014 to submit a
plan of compliance outlining how the Company intends to regain
compliance by March 4, 2015.  Instead, the Company has decided to
submit written notice to the NYSE MKT that it will be voluntarily
delisting its common shares from the NYSE MKT.  The Company
further intends to file a Form 25 with the United States
Securities Exchange Commission to complete the voluntary delisting
of its common shares from the NYSE MKT, which will become
effective 10 days after the filing date.

The Company decided to take this action after concluding that the
disadvantages of maintaining its listing on the NYSE MKT
outweighed the benefits to the Company and its shareholders.
Among the factors considered were the ongoing costs and expenses,
both direct and indirect, associated with having the Company's
common shares listed on the NYSE MKT and the costs of preparing
the requested compliance plan and taking the actions that would be
required to implement the plan.  The Company believes that
continued distress in the minerals sector will result in
opportunities that will be beneficial to shareholders, and that
having regard to current conditions in the minerals sector the
Company should for now limit its expenses, of which listing fees
on the NYSE MKT and the costs of preparing and implementing a
compliance plan are components.  The Company is following a
prudent strategy and does not want to rush into or engage in
activities and incur related expenses solely in order to meet NYSE
MKT continued listing requirements.

The Company does not believe that its shareholders in the United
States will be materially prejudiced by a voluntary delisting from
the NYSE MKT since its United States shareholders will be able to
trade the common shares on the over-the-counter market in the
United States on the OTCQB tier of the OTC Link and through the
facilities of the Toronto Stock Exchange.

Loncor Resources Inc. -- http://www.loncor.com-- is a Canadian
gold exploration company focused on two projects in the Democratic
Republic of the Congo ("DRC") - the Ngayu and North Kivu projects.
The Company has exclusive gold rights to an area covering 2,087
km2 of the Ngayu Archaean greenstone belt in Orientale province in
the northeast DRC and is its main focus of exploration.  Loncor
also owns or controls 51 exploration permits covering areas in
North Kivu province located west of the city of Butembo.  Both
areas have historic gold production.


LTI FLEXIBLE: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to LTI Flexible Products Inc. (dba Boyd
Corp.).  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating to the
company's proposed $310 million senior secured credit facility
consisting of a $35 million revolving credit facility due 2019 and
a $275 million term loan due 2021.  The recovery rating is '3',
which indicates S&P's expectation for meaningful (50%-70%)
recovery in the event of a payment default.  Boyd will use the
proceeds of its debt issuance to refinance existing debt, fund the
purchase of Brady Corp.'s die-cut business, pay a dividend to
shareholders, and for general corporate purposes.

"The rating on Boyd reflects our assessment of Boyd's weak
business risk and aggressive financial risk profiles," said
Standard & Poor's credit analyst Carol Hom.  The weak business
risk profile stems from the company's participation in the highly
fragmented custom fabricated components industry, the potential
operational challenges in some of the facilities related to Boyd's
acquisition of Brady's die-cut business, its moderate exposure to
highly cyclical end-markets, and significant customer and end-
market concentration.  These factors are partly offset by Boyd's
servicing capabilities, which include the ability to supply
production components via supply chain management services for its
customers in the assembly line process, decent geographic
diversity, its ability to pass along raw material costs, and its
longstanding customer relationships.  The acquisition expands
Boyd's investment in businesses that complement its existing
capabilities and broaden its global market position.

The stable outlook reflects S&P's expectation that LTI's credit
measures will remain relatively steady in 2014 with debt to EBITDA
will likely remain 4x-5x and FFO to debt 12%-13% over the next 12-
18 months.

S&P could lower the rating if demand for some of Boyd's key
products (like consumer electronics) falls and S&P forecasts its
revenues to contract by more than 5%.  S&P could also downgrade
the company if operational challenges lead to margin erosion or if
Boyd pursued any large debt-funded initiatives.  This could cause
leverage to remain at or exceed 5x for an extended period and
limit free cash-flow generation.

S&P could raise the rating if it believes Boyd's business risk
profile compares more favorably to those of its 'B+' rated capital
goods peers.  This could occur if Boyd were to meaningfully
increase its scale, scope, and diversity while maintaining credit
metrics consistent with an aggressive or better financial risk
profile.


LUCAS ENERGY: NYSE  MKT Accepts Listing Compliance Plan
-------------------------------------------------------
Lucas Energy, Inc., an independent oil and gas company with its
operations in Texas, on April 2 disclosed that the NYSE MKT has
accepted the Company's plan of compliance and granted the Company
a conditional extension to regain compliance with the continued
listing standards.  The determination is contingent upon the
completion of the recently-announced participating agreement with
an independent operator in the Eagle Ford shale and achieving
other milestones outlined in the plan.

On February 28, 2014, Lucas received notice from the Exchange,
indicating the Company was below certain of the Exchange's
continued listing standards related to its existing financial
resources or financial condition as set forth in Part 10 of the
NYSE MKT Company Guide.  The Company was afforded the opportunity
to submit a plan of compliance to the Exchange, and on March 14,
2014, Lucas presented its plan to the Exchange.  On March 31,
2014, the Exchange notified the Company that it had accepted the
Company's plan of compliance and granted the Company a conditional
extension until April 14, 2014 by which the Company is required to
regain compliance with Section 1003(a)(iv) of the NYSE MKT Company
Guide and/or demonstrate adequate progress to that end.  The
Company will be subject to periodic review by Exchange Staff
during the extension period.  Failure to make progress consistent
with the plan or to regain compliance with the continued listing
standards by the end of the extension period could result in the
Company being delisted from the NYSE MKT.

"The plan we submitted is consistent with our December 2013
initiative to engage in financing transactions or other strategic
alternatives to enhance the Company's financial requirements.  We
continue to actively reviewing various proposals and proposed
transactions to achieve compliance and to increase liquidity,"
said Anthony C. Schnur, the Chief Executive Officer of Lucas
Energy.

                     About Lucas Energy, Inc.

Lucas Energy (nyse mkt:LEI) -- http://www.lucasenergy.com-- is
engaged in the acquisition and development of crude oil and
natural gas from various known productive geological formations,
including the Austin Chalk, Eagle Ford and Buda / Glen Rose.
Based in Houston, Lucas Energy's management team is committed to
building a platform for growth and the development of its five
million barrels of proved Eagle Ford and other oil reserves while
continuing its focus on operating efficiencies and cost control.


MANLEY CONSTRUCTION: Case Summary & 10 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Manley Construction Corp.
        59-56 56th Avenue
        Maspeth, NY 11378-2367

Case No.: 14-41601

Chapter 11 Petition Date: April 2, 2014

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

Judge: Hon. Elizabeth S. Stong

Debtor's Counsel: Diana Revzin, Esq.
                  LAW OFFICES OF STEPHEN B. KASS P.C.
                  225 Broadway, Suite 711
                  New York, NY 10007
                  Tel: (212) 843-0050
                  Email: drevzin@sbkass.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Agnieszka Karwowski, president.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nyeb14-41601.pdf


MCCLATCHY CO: Bestinver Gestion Stake at 14.7% as of March 18
-------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Bestinver Gestion S.A., SGIIC, disclosed that as of
March 18, 2014, it beneficially owned 9,107,913 shares of
Class A Common Stock of The McClatchy Company representing 14.73
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/iMdPKg

                      About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at Sept. 29, 2013, showed $2.60
billion in total assets, $2.54 billion in total liabilities and
$60.25 million in stockholders' equity.

For the year ended Dec. 29, 2013, the Company reported net income
of $18.80 million on $1.24 billion of net revenues as compared
with a net loss of $144,000 on $1.31 billion of net revenues for
the year ended Dec. 30, 2012.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


MCDERMOTT INT'L: Moody's Lowers Corp. Family Rating to 'Ba3'
------------------------------------------------------------
Moody's Investors Service downgraded McDermott International's
corporate family rating (CFR) to Ba3 from Ba2, affirmed its
probability of default rating of Ba3-PD and maintained its
Speculative Grade Liquidity Rating of SGL-3. The CFR downgrade
reflects McDermott's significantly weaker than expected operating
results which, combined with its spending on growth investments,
has resulted in a substantial increase in outstanding borrowings
and a significant deterioration in its credit metrics. The ratings
outlook is negative.

Moody's assigned a Ba1 rating to McDermott's proposed first lien
senior secured credit facility and a B1 rating to the proposed
senior secured notes. The company plans to establish a $700
million first lien credit facility consisting of a $400 million
letters of credit facility and a $300 million term loan and also
plans to issue $500 million of second-lien senior secured notes.
The proceeds from these fundraising initiatives along with the
cash raised from the tangible equity units issued on April 1, 2014
will be used to pay off the outstanding balance on the company's
revolving credit facility, fund working capital requirements and
prefund capital expenditures planned over the next two years. The
company plans to terminate its existing revolver when the proposed
refinancing is complete. The Ba1 rating on McDermott's senior
secured revolving credit facility will be withdrawn when the
facility is terminated.

The following rating action was taken:

  Corporate Family Rating lowered to Ba3;

The following rating was affirmed:

  Probability of Default Rating Ba3-PD;

The following rating will be withdrawn when the facility is
terminated:

  $950 million senior secured credit facility Ba1 (LGD2, 16%)

The following ratings were assigned:

  $700 million senior secured first lien credit facility Ba1
  (LGD2, 23%);

  $500 million senior secured notes B1 (LGD4, 61%)

Outlook is negative

RATINGS RATIONALE

McDermott's Ba3 corporate family rating reflects its good market
position in a niche segment that has favorable long-term
fundamentals supported by worldwide growth in oil and natural gas
consumption. The company also has a sizeable order backlog, an
enhanced focus on cost control, project risk management and
project execution, and adequate liquidity, which provides a
cushion against the downside risks inherent in its business.
However, the offshore E&C industry is highly cyclical and
competitive and McDermott works under very large, fixed-price
contracts that are susceptible to execution issues and cost
overruns and have relatively low margin for error due to
competitive bidding primarily against larger and more diversified
companies. As well, the company's business risks have been
increasing as deeper water and subsea projects become a larger
percentage of its backlog of work.

The nature of McDermott's business, which includes sizeable fixed
priced offshore oil & gas projects, lends itself to volatility in
orders, project timing, revenues and profitability and encompasses
high execution risk. These risks have been evident in the
company's recent project execution and operating results. The
company entered 2013 with a sizeable order backlog of about $5.1
billion; however the backlog was concentrated with work scheduled
to be completed in 2014 and beyond. Therefore, the company's 2013
order book was light and the company was unable to compensate with
shorter book and bill work. This led to an underutilization of the
company's resources and was compounded by project execution issues
related to mechanical and technical problems with the company's
vessel fleet, lower than expected productivity on a few projects
and lower than anticipated settlements with customers on
unapproved claims. The company also recorded asset impairment
charges related to changes in its capital expenditure plans and
goodwill impairment charges related to previous acquisitions. This
resulted in McDermott producing negative adjusted EBITDA of $140
million in 2013 versus positive EBITDA of $491 million during the
prior year.

Moody's expects McDermott's operating results to improve
substantially in 2014, but to remain weak. The company should
benefit from the timing of projects in its backlog, recent
challenging projects approaching completion and the business
improvement and cost cutting initiatives it is implementing.
However, operating results are still expected to remain at a
depressed level until the company commences the marine
installation phase of the $2 billion Inpex Ichthys project, which
is currently expected to occur in late 2014. Therefore, Moody's is
expecting McDermott to produce 2014 adjusted EBITDA in a range of
$100 million to $150 million with most of the EBITDA generation
weighted to the back half of the year. The expected improvement in
2014 adjusted EBITDA will still result in very weak metrics for
the company's rating since its operating performance will remain
lackluster and the company is taking on substantial borrowings to
prefund its investments in growth initiatives such as new vessels
and new fabrication capacity. McDermott's adjusted leverage ratio
(Debt/EBITDA) is expected to be about 12.0x and its interest
coverage ratio (EBITA/Interest Expense) about -0.7x at the end of
2014.

McDermott is expected to maintain adequate liquidity, as reflected
in the SGL-3 rating, despite the expectation for weak operating
results and elevated capital spending. The company is expected to
have about $1.0 billion of cash and investments when the proposed
refinancing is complete. However, we expect liquidity to decline
materially in 2014 and 2015 unless operating results improve more
significantly than expected, capital spending is reduced or the
company pursues additional financing options.

McDermott plans to establish a $700 million first lien credit
facility consisting of a $400 million letters of credit facility
with a 3-year maturity and a $300 million term loan due in 5
years. Moody's assigned a Ba1 rating to the $700 million first
lien credit facility since it will benefit from a first priority
interest in all of the assets of McDermott International. Moody's
assigned a B1 rating to the $500 million of senior secured notes,
which is three notches below the below the $300 million first lien
term loan due to its priority status.

The negative outlook reflects McDermott's recent execution issues
and inability to curtail its operating losses. It also reflects
the uncertainties regarding the ability of the new management team
to significantly improve project execution and successfully
implement business improvement initiatives that would return the
company to operating profitability. The outlook could be
stabilized to the extent the company demonstrates that it can
achieve significantly improved operating trends and stronger
credit metrics including EBITA-to-Interest Expense of greater than
2.0x and funds from operations of at least 20% of adjusted debt.

Given the recent poor operating results and elevated spending
plans, upside rating movement in the medium term is unlikely.
However, should McDermott be able to achieve substantially
improved credit metrics including EBITA-to-Interest above 3.0x,
Debt/EBITDA below 4.0x and funds from operations greater than 25%
of outstanding debt, then a change in rating could be considered.

A downgrade could be considered if McDermott is not be able to
achieve materially improved operating results, its credit metrics
fail to improve or its liquidity position deteriorates materially.
Downside triggers would include the leverage ratio not progressing
towards 6.0x, the interest coverage ratio remaining below 2.0x and
funds from operations below 15% of adjusted debt.

McDermott International, Inc. is a full-service engineering and
construction company that provides fully integrated EPCI
(engineer, procure, construct and install) services exclusively to
the upstream offshore oil & gas sector. McDermott provides both
shallow water and deepwater construction services and delivers and
installs fixed and floating production facilities and subsea
infrastructure. Its customers include national, major integrated
and other oil and gas companies. During the twelve months ended
December 31, 2013, the company reported revenue of approximately
$2.7 billion with about 44% generated in The Middle East, 36% in
the Asia Pacific region and 20% in the Atlantic region.


MF GLOBAL: Customers to Be Paid Back in Full
--------------------------------------------
James W. Giddens, Trustee for the Securities Investor Protection
Act (SIPA) liquidation of MF Global Inc. (MFGI), on April 3
announced the final, 100 percent distribution to fully satisfy all
claims of former MFGI public customers.  With this distribution, a
total of $6.7 billion will have been returned to over 26,000
securities customers and commodities futures customers.
Distributions will commence today, April 4, 2014, and will
continue for several weeks.

"It gives me great pleasure to say that checks are going in the
mail that will make all public customers of MF Global Inc. 100
percent whole," Mr. Giddens said.   "When MF Global failed more
than two years ago, few thought a way could be found to make
customers whole.  This is the result of Herculean efforts by many
professionals, including Hughes Hubbard & Reed LLP and Deloitte &
Touche LLP."

The distribution is possible because of a number of innovative
steps, including a temporary loan of general estate property and
an assignment and subrogation of rights approved by the Honorable
Bankruptcy Court Judge Martin Glenn and confirmed on appeal by the
Honorable District Court Judge Victor Marrero.  As a result of
earlier agreements also approved by the Court, it is anticipated
that additional funds will be received from MF Global UK, Ltd.,
which is being administered by Richard Heis at KPMG LLP.

Setting the stage for full customer distribution started on
October 31, 2011, when the Trustee and his staff began working
around the clock to identify customer property through exhaustive
investigation and forensic accounting, including tracing the more
than $105 billion in transactions made in and out of MFGI in the
last week before bankruptcy.  Once identified, efforts to marshal
customer property often required litigation and complex
negotiation.

The Trustee is grateful for the guidance of the Securities
Investor Protection Corporation and the assistance and cooperation
of the Securities and Exchange Commission and the Commodity
Futures Trading Commission.

The 100 percent customer recovery does not diminish the
consequences of the unprecedented customer property segregation
failure that led to MFGI's liquidation, including the length of
time customers have been without their property.

                       Happy Bookend

Ben Protess, writing for The New York Times' DealBook, reported
that ever since the collapse of MF Global, the search for $1
billion of the brokerage firm's customer money evoked one ominous
metaphor after another, including "uphill battle" and "magical
mystery tour."

But on April 3, the search ended with a different saying: "Checks
are going in the mail," the report related.

James W. Giddens, the court-appointed trustee overseeing the
return of customer money, announced that he was sending a final
round of checks to make MF Global's customers whole, the report
further related.  The payout, which a bankruptcy court judge
initially approved late last year, capped a stunning turnaround
from MF Global's  bankruptcy filing in October 2011, when such a
recovery seemed a long shot at best.

"When MF Global failed more than two years ago, few thought a way
could be found to make customers whole," the Journal cited Mr.
Giddens, a partner at the law firm Hughes Hubbard & Reed, said in
a statement. "This is the result of herculean efforts by many
professionals."

The payouts, which will be sent on April 4, provide a happy
bookend to a disastrous Wall Street saga, according to the report.

                        About MF Global

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

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

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

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

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

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

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

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

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

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

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


MICHAEL BAKER: S&P Affirms 'B+' CCR & Rates $125MM Toggle Notes B-
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed all ratings on
Pittsburgh-based Michael Baker International LLC and its debt
issues, including the 'B+' corporate credit rating.  The outlook
is stable.

S&P assigned its 'B-' issue-level rating and '6' recovery rating
to the proposed $125 million senior PIK toggle notes due 2019
issued by parent company Michael Baker Holdings LLC.  Michael
Baker Holdings will use the proceeds for a distribution to the
sponsor.  The '6' recovery rating indicates that lenders can
expect a negligible (0% to 10%) recovery of principal in the event
of a payment default.

The 'B+' issue-level rating and '3' recovery rating on the
company's $350 million senior secured notes remain unchanged.  The
'3' recovery rating indicates S&P's expectations for meaningful
(50%-70%) recovery in the event of a payment default.

Ratings are based on preliminary documentation and are subject to
review of final documents.

"The rating on Michael Baker International reflects our view of
the company's business risk profile as 'fair,' incorporating the
company's diversified contract and task orders from the U.S.
federal agencies, state and local governments, and commercial and
international clients, offset by its short track record operating
at the current revenue level and competition against larger
players in a highly fragmented industry, and contract
concentration risk from its recent Joint Base Balad contract win,"
said Standard & Poor's credit analyst David Tsui.

S&P views the company's financial risk profile as "highly
leveraged", reflecting its high debt to EBITDA of about 5.6x at
close of the dividend recapitalization transaction and an
ownership structure and financial policy that S&P believes
precludes material and sustained debt reduction.  S&P views the
industry risk as "intermediate" and the country risk as "low".
S&P's assessment of the company's management and governance is
"fair".

The stable outlook reflects S&P's view of Michael Baker
international's revenue growth trajectory from new contract wins,
its diversified contract and customer base, and positive FOCF
generation, and S&P's expectation of leverage declining to below
the 5x area by the end of 2014.

S&P could lower the rating if the company encounters increased
competition that results in major contract losses, leading to
sustained leverage above the mid-5x area.  S&P could also lower
the rating if the company demonstrates more aggressive financial
policies, including a debt-financed acquisition, leading to the
same leverage threshold.

S&P's belief that the company's financial policy precludes
material and sustained debt reduction currently limits the
potential for an upgrade.


MOMENTIVE PERFORMANCE: S&P Lowers Corp. Credit Rating to 'CC'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Albany, N.Y.-based Momentive Performance Materials Inc.
(MPM) to 'CC' from 'CCC-'.

At the same time, S&P lowered the rating on MPM's first-priority
senior secured notes to 'CCC-' from 'CCC'.  The issue rating is
one notch above the corporate credit rating.  The recovery rating
remains unchanged at '2', indicating S&P's expectation of
substantial (70% to 90%) recovery in the event of a payment
default.

In addition, S&P affirmed the 'C' ratings on MPM's 10% senior
secured notes due 2020 (the 1.5-lien notes), second-priority
notes, and subordinated notes ('C' is the lowest possible issue
rating on our ratings scale for an instrument that is not in
default).  The recovery rating on these instruments remains
unchanged at '6', denoting S&P's expectation of negligible (0% to
10%) recovery in the event of a payment default.

S&P placed the corporate credit and issue-level ratings on
CreditWatch with negative implications.

"The downgrade follows MPM's announcement that it is in
discussions with various stakeholders regarding alternatives to
modify its capital structure and reduce debt leverage, which it
expects to conclude shortly," said Standard & Poor's credit
analyst Cynthia Werneth.  Whether or not an agreement is reached,
MPM may file for Chapter 11 bankruptcy protection.  The company
has stated that it is in compliance with the terms of its
outstanding notes and credit agreements, but it has concluded that
there is substantial doubt about its ability to continue as a
going concern.

MPM is a large producer of silicones, which represents the large
majority of its sales and EBITDA.  It also produces quartz, which
is used primarily in the production of semiconductors.
Significant silicone industry capacity additions have led to
oversupply and competitive market conditions in a lackluster
global economy, and the quartz business is suffering because of
weak electronics end markets.  MPM's debt and leverage have been
high ever since controlling shareholder Apollo Global Management
L.P. acquired the company from General Electric Co. in 2006.
Because of the weak economic and industry conditions, MPM's free
operating cash flow has been negative for the past several
quarters, and its adjusted debt to EBITDA ratio is above 15x.  S&P
includes as debt a pay-in-kind (PIK) seller note currently
totaling about $850 million as well as our customary adjustments
for operating leases and postretirement obligations.

The CreditWatch listing indicates that S&P expects to lower the
ratings when the company defaults on an interest payment, files
for bankruptcy protection, or announces an agreement to modify its
capital structure.  The company has interest payments due on
April 15, 2014.


MONTREAL MAINE: Court Sets June 13 as Claims Bar Date
-----------------------------------------------------
The United States Bankruptcy Court for the District of Maine has
entered an Order establishing June 13, 2014 at 5:00 p.m. (EST) as
the last date and time for each person or entity to file a proof
of claim based on prepetition claims against Montreal, Maine &
Atlantic Railway, Ltd.

The Bar Date Order, the Bar Date, and the procedures for filing
the Proofs of Claim apply to all claims against MMA, including,
but not limited to, claims arising out of or related to the July
6, 2013 train derailment in Lac-Megantic, Quebec whether or not
asserted under 11 U.S.C. Sec. 1171, and including, without
limitation, claims for wrongful death, personal injury, property
damage, environmental damage, contamination and clean-up and
contribution and/or indemnity claims of third parties sued by
victims of the Derailment for claims or causes of action arising
out of or related to the Derailment, that arose prior to August 7,
2013, the date on which MMA commenced its case under chapter 11 of
the Bankruptcy Code.

HOWEVER, DERAILMENT CLAIMS MAY BE FILED IN THIS CHAPTER 11 CASE
AND/OR IN THE CASE FILED BY MONTREAL MAINE & ATLANTIC CANADA, CO.
UNDER CANADA'S COMPANIES' CREDITORS ARRANGEMENT ACT.  IF YOU ARE
THE HOLDER OF A DERAILMENT CLAIM YOU HAVE THE OPTION OF FILING
YOUR CLAIM SOLELY IN THE CANADIAN CASE AND DERAILMENT CLAIMS FILED
SOLELY IN THE CANADIAN CASE AND ALSO ASSERTING A CLAIM AGAINST MMA
(AS STATED ON THE CLAIM FORM OR A SCHEDULE THERETO) SHALL BE
DEEMED FILED IN THIS CASE ON THE DATE SUCH CLAIMS ARE FILED IN THE
CANADIAN CASE. PLEASE NOTE THAT HOLDERS OF DERAILMENT CLAIMS ARE
NOT REQUIRED TO FILE CLAIMS IN THE CANADIAN CASE IF SUCH HOLDERS
ONLY ASSERT CLAIMS AGAINST MMA; DERAILMENT CLAIMS ASSERTED AGAINST
MMA ONLY AND NOT ALSO AGAINST MMA CANADA MAY BE FILED SOLELY IN
THIS CHAPTER 11 CASE.

Class claims may not be filed in this Chapter 11 case without
prior leave of the Bankruptcy Court upon appropriate motion of the
claimant, and no class claim will be deemed filed in this chapter
11 case without such prior leave of the Bankruptcy Court.

All Proofs of Claim must be filed so as to be actually received on
or before the applicable Bar Date via CM/ECF or via regular mail
at the following address:

     United States Bankruptcy Court
     District of Maine
     c/o Alec Leddy
     Clerk
     202 Harlow Street
     Bangor, ME 04401

Proofs of Claim will be deemed timely filed only if actually
received by the Bankruptcy Court on or before the Bar Date.

                       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.


MORGAN STANLEY: Moody's Cuts Rating on Class L Certs to C(sf)
-------------------------------------------------------------
Moody's Investors Service has downgraded one class and affirmed
the ratings of three classes of Morgan Stanley Dean Witter Capital
I Trust, Commercial Mortgage Pass-Through Certificates, Series
2002-HQ as follows:

Cl. L, Downgraded to C (sf); previously on Apr 25, 2013 Affirmed
Caa3 (sf)

Cl. M, Affirmed C (sf); previously on Apr 25, 2013 Affirmed C (sf)

Cl. N, Affirmed C (sf); previously on Apr 25, 2013 Affirmed C (sf)

Cl. X-1, Affirmed Caa3 (sf); previously on Apr 25, 2013 Affirmed
Caa3 (sf)

RATINGS RATIONALE

The rating on Class L, was downgraded due to higher realized and
anticipated losses from specially serviced loan.

The ratings on Classes M and N were affirmed due to ratings being
consistent with Moody's expected loss.

The rating on the IO class, Class X-1 was affirmed based on the
weighted average rating factor or WARF of the referenced classes.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING:

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

Factors that could lead to an upgrade of the ratings include a
significant amount of loan paydowns or amortization, an increase
in the pool's share of defeasance or an improvement in pool
performance.

Factors that could lead to a downgrade of the ratings include a
decline in the performance of the pool, loan concentration, an
increase in realized and expected losses from specially serviced
and troubled loans or interest shortfalls.

Loss and Cash Flow Analysis:

Moody's analysis incorporated a loss and recovery approach in
rating the P&I classes in this deal since 100% of the pool is in
special servicing. In this approach, Moody's determines a
probability of default for each specially serviced loan that it
expects will generate a loss and estimates a loss given default
based on a review of broker's opinions of value (if available),
other information from the special servicer, available market data
and Moody's internal data. The loss given default for each loan
also takes into consideration repayment of servicer advances to
date, estimated future advances and closing costs. Translating the
probability of default and loss given default into an expected
loss estimate, Moody's then applies the aggregate loss from
specially serviced loans to the most junior class(es) and the
recovery as a pay down of principal to the most senior class(es).

DESCRIPTION OF MODELS USED

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of one compared to two at Moody's last review.

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model v8.7 and then reconciles and weights the results from
the conduit and large loan models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan-level proceeds
derived from Moody's loan-level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type and sponsorship. Moody's also further adjusts these
aggregated proceeds for any pooling benefits associated with loan
level diversity and other concentrations and correlations.

DEAL PERFORMANCE

As of the March 17, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 98% to $13.6
million from $845.9 million at securitization. The certificates
are collateralized by one mortgage loan that is currently in
special servicing.

Five loans have been liquidated from the pool, resulting in an
aggregate realized loss of $11.9 million (for an average loss
severity of 56%). The specially serviced loan is the Armstrong
Corporate Park 2 & 4 Loan ($13.6 million -- 100% of the pool),
which is secured by a 151,703 square foot office complex located
in Shelton, Connecticut. The loan transferred to special servicing
in May 2011 due to imminent monetary default and became REO in
January 2014. As of July 2013, the property was 52% leased
compared to 63% leased at Moody's last review, with 9% of the net
rentable area (NRA) expiring in 2014 and 3% in 2016. Moody's
anticipates a significant loss on this loan.


NIA COMPREHENSIVE: Case Summary & 5 Unsecured Creditors
-------------------------------------------------------
Debtor: NIA Comprehensive Center for Developmental
          Disabilities, Inc.
        1808 S. State Street
        Chicago, IL 60616

Case No.: 14-12122

Chapter 11 Petition Date: April 1, 2014

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Eugene R. Wedoff

Debtor's Counsel: James L Hardemon, Esq.
                  LEGAL REMEDIES, CHARTERED
                  8527 S Stony Island
                  Chicago, IL 60617
                  Tel: 773-374-5288
                  Fax: 773-374-5642
                  Email: bknotices@legalremedieschicago.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Marion E. Robinson, president.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb14-12122.pdf


NIELSEN HOLDINGS: Fitch to Withdraw 'BB' Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings expects to withdraw its ratings of Nielsen Holdings,
N.V. (Nielsen); Nielsen Finance LLC and Nielsen Finance Co.
(collectively, Nielsen Finance); and The Nielsen Company
(Luxembourg) S.ar.l. at the end of a 30-day period beginning
April 2, 2014.  Fitch will continue to maintain coverage of
Nielsen and its related entities prior to withdrawal.  This
advance notice is provided for the benefit of users in managing
their use of Fitch's ratings.

Fitch has decided to discontinue the ratings in 30 days, which are
uncompensated.

Fitch currently rates Nielsen and related entities as follows:

Nielsen

-- IDR at 'BB'.

Nielsen Finance

-- IDR at 'BB';
-- Senior secured bank facility at 'BB+';
-- Senior unsecured notes at 'BB'.

The Nielsen Company (Luxembourg) S.ar.l.

-- IDR at 'BB';
-- Senior unsecured notes at 'BB'.

The Rating Outlook is Positive.


NORTEK INC: Moody's Affirms 'B3' CFR & Rates New Term Loan 'Ba3'
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Nortek, Inc., a
diversified manufacturer of branded, residential and commercial
building products, including the B3 Corporate Family Rating and
B3-PD Probability of Default Rating. In a related rating action,
Moody's assigned a Ba3 rating to the company's proposed $350
million senior secured term loan due 2020. Proceeds from the term
loan and some cash on hand will be used to acquire the heating,
ventilation and air conditioning business of Thomas & Betts
Corporation ("Reznor") for $260 million, to pay off Nortek's
existing $93 million senior secured term loan due 2017 (at which
time the rating for this debt instrument will be withdrawn), and
to pay related fees and expenses. The rating outlook is stable.

The acquisition of Reznor will expand Nortek's product offerings
in its air management category for industrial and commercial
applications primarily in North America and Europe. Principal end-
use applications for Reznor products include warehouses,
factories, restaurants, retail locations and institutions, which
are adjacent segments currently underserved by Nortek.

The following ratings/assessments were affected by this action:

  Corporate Family Rating affirmed at B3;

  Probability Default Rating affirmed at B3-PD;

  Sr. Sec. Term Loan due 2020 assigned Ba3 (LGD2, 21%);

  Sr. Unsec. Notes due 2018 affirmed at Caa1 (LGD5, 70% from
  LGD4, 64%); and,

  Sr. Unsec. Notes due 2021 affirmed at Caa1 (LGD5, 70% from
  LGD4, 64%).

  Speculative grade liquidity rating of SGL-2 is affirmed.

Ratings Rationale

Nortek's B3 Corporate Family Rating reflects the company's
leveraged capital structure. On a pro forma basis for the proposed
debt-financed acquisition of Reznor, Moody's projects leverage
worsening to about 6.7x from 6.2x at FYE13. Moody's' pro forma
calculations include the net increase in term loan debt and an
adjustment to debt to account for potentially higher levels of
capital and operating leases. Earnings derived from Reznor's
ongoing business were also added. Despite the higher levels of
interest expense, interest coverage (defined as EBITA-to-interest
expense) will remain around 1.4x for 2013 on a pro forma basis. We
believe Reznor's earnings and resulting cash flows provide an
offset to greater fixed charges (all ratios incorporate Moody's
standard adjustments). Nortek has significant negative tangible
worth, but the pro forma debt credit metrics are reasonable
relative to the current ratings.

The earnings and cash flows of Nortek are negatively impacted by
charges related to its manufacturing rationalization and
transformation programs. In 2013, Nortek took $35.4 million in
charges associated with these programs, with an additional $31.5
to $40.5 million anticipated over the next three years. If
Nortek's earnings were adjusted for all charges incurred during
FY13, including non-cash impairment charges, pro forma leverage
would improve by almost a full turn and pro forma interest
coverage would be better by about a quarter of a turn. Nortek also
suffers from high levels of earnings volatility, specifically in
its Custom & Engineered Solutions ("CES") business. Revenues fell
in this operating segment by almost $43 million in 2013, about an
8.5% decline relative to the same period of the previous year.
Providing some offset to the uncertainty around the timing and
severity of cyclical downturns in any one business or sector is
Nortek's business profile, which we view as a credit strength.
Nortek offers a diverse set of products to multiple end markets,
with no significant reliance on any product or industry.

The stable rating outlook reflects our expectations of Reznor's
operations being integrated seamlessly into Nortek. Nortek's good
liquidity profile characterized by its ability to generate free
cash flow and revolver availability provides financial flexibility
as the company contends with its leveraged capital structure and
ongoing rationalization programs.

The Ba3 rating assigned to the proposed senior secured term loan
that matures in 2020 reflects the amount of collateral securing
this credit facility. It has a first priority interest in
substantially all of the company's non-current domestic assets and
second priority interest in the collateral securing the revolving
credit facility. The term loan amortizes 1% ($3.5 million) per
year with a bullet payment at maturity. Nortek is the primary
obligor, and its material domestic operating subsidiaries provide
upstream guarantees. The senior secured term loan also benefits
from nearly $1.0 billion of more junior debt in Nortek's capital
structure.

Positive rating actions could ensue if Nortek demonstrates an
ability to generate higher operating earnings and free cash flow.
Operating performance that results in adjusted EBITA-to-interest
expense sustained above 2.0x and adjusted debt-to-EBITDA sustained
below 5.0x (all ratios incorporate Moody's standard adjustments)
could have a positive impact on the company's credit ratings.

Negative rating actions may occur if Nortek fails to benefit from
its rationalization programs or if operating performance falls
below our expectations. A weakening in financial performance due
to a decline in its end markets could also stress the ratings.
Adjusted EBITA-to-interest expense trending towards 1.25x,
adjusted debt-to-EBITDA sustained above 7.0x (all ratios
incorporate Moody's standard adjustments), or a deteriorating
liquidity profile could negatively pressure the ratings.

Nortek, Inc., headquartered in Providence, Rhode Island, is a
diversified manufacturer of branded, residential and commercial
building products. It operates through five business segments --
residential ventilation, technology solutions, display mount
solutions, residential heating and cooling, and custom and
engineered solutions. Nortek derives approximately 83.0% of its
sales from the US. Ares Management LLC ("Ares"), through its
respective funds, is Nortek's largest shareholder. Revenues for
the 12 months through December 31, 2013 totaled about $2.3
billion.


NTG CLARITY: In Default of OSC Continuous Disclosure Requirements
------------------------------------------------------------------
NTG Clarity Networks Inc. on April 2 disclosed that following a
review by staff of the Ontario Securities Commission in connection
with the filing of the Company's annual consolidated financial
statements, notes and related Management's Discussion and Analysis
for the year ended December 31, 2012 and the interim consolidated
financial statements, notes and related Management's Discussion
and Analysis, the OSC has determined that Company is in default of
its continuous disclosure requirements under the Securities Act
(Ontario).

1. For NTG's Audited 2012 financial statements, the following have
been corrected:

- Expand/enhance the Company's revenue recognition policy.

- Correct the label in Trade and Other Receivables, Note 12, now
on page 56 to read "Trade receivables after impairment" instead of
Related Party.

- Update Financial Risk Management Objectives and Policies, Note
21, under Liquidity Risk, now on page 65 to remove reference to
"operating losses in the current year" and ". . . to reach
profitable levels of operation".

- Update the MD&A to enhance analysis and comparisons and other
requirements of 51-102F1.

These changes have no effect on figures previously reported in the
2012 financial statements (the Audited Consolidated Statement of
Financial Position, the Audited Consolidated Statements of Changes
in Shareholders' Equity, the Audited Statement of Comprehensive
Income, or the Audited Consolidated Statement of Cash Flows).

2. For NTG's Interim Q2 2013 financial statements, the following
have been corrected:

- revenue recognition policy should be consistent with that of
the revised annual financial statements for the year ended
December 31, 2012 (above)

- Condensed Consolidated Interim Statement of Cash Flow - remove
long term debt from Operation Activities and correct decrease in
long term debt under Financing for three and six months.

- Under Operating Segments, Note 6, now on page 44, for the Six
Months ended June 30, 2013, replace the table with the correct 6
month figures.  Three months was mistakenly duplicated.

- Under Related Party Disclosures, Note 19, Key Management
Compensation, now on page 58 - correct June 30, 2013 and June30,
2012 figures that were mistakenly reversed.

- Update the MD&A to enhance analysis and comparisons and other
requirements of 51-102F1.

These changes have no effect on figures previously reported in the
Interim Q2 2013 (the Condensed Consolidated Interim Statement of
Financial Position, the Condensed Consolidated Interim Statement
of Comprehensive Income, or the Condensed Consolidated Interim
Statement of Changes in Shareholders' Equity).  For Cash Flow; Net
Cash From Operations changes to $202,578 from $85,911 (3 months
and $615,558 from $474,892 (for 6 months); Cash From Financing
changes to $12,667 from $129,334 (3 months and ($71,031) from
($69,634) (for 6 months); Cash From Investing changes to
($453,227) from ($69,634) (for 6 months).

The Company has made the necessary updates and the revised
Financial Statements were filed on April 2, 2014 to remedy the
Default.

Headquartered in Markham, Ontario, NTG Clarity Networks Inc. --
http://www.ntgclarity.com-- is a provider of telecommunications
engineering, networking and related software solutions. NTG is
engaged in developing niche software products directed at the
telecom service providers market.  NTG works in partnership with
its clients to provide a source of design, documentation and
implementation on an outsourcing or consulting basis.  The Company
provides network, telecom, information technology (IT) and
infrastructure solutions to medium and large network service
providers.  The Company's operations are located in North America
and internationally.  The Company offers professional telecom
services in North American market, professional services and
software development services.  Its products include mobile
applications, BUSINTEL, NTS utility billing, knowledge management,
SMART2GO and smart compounds.


OLLIE'S HOLDINGS: S&P Affirms 'B' Rating Following $60MM Add-On
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' issue-level
rating on Ollie's Holdings Inc. and wholly owned subsidiary
Ollie's Bargain Outlet Inc.'s existing term loan due 2019
following a $60 million add-on to the original $275 million
amount.  The '4' recovery rating is unchanged.

At the same time, S&P affirmed its 'B' corporate credit rating on
Ollie's Holdings Inc.  The outlook remains stable.  The company
will use proceeds to fund a dividend to shareholders and pay
related fees and expenses.

"The speculative-grade rating on Ollie's reflects its "fair"
business risk profile and "highly leveraged" financial risk
profile.  We based the business risk profile on the company's
position as a smaller regional player in the highly competitive
and fragmented close-out industry," said credit analyst Ana Lai.
"We also expect the company will continue to pursue a high-growth
strategy over the next year, with geographic expansion through new
stores.  The financial risk profile remains highly leveraged
following the add-on facility, which comes after the already
substantial amount of debt incurred to fund the company's
leveraged buyout in 2012."

The stable rating outlook reflects S&P's view that Ollie's should
continue to improve moderately over the next 12 months because of
comparable-store sales growth and store expansion.  S&P expects
Ollie's credit measures to improve modestly as it demonstrates
EBITDA gains and uses a portion of its free cash flow to reduce
debt.

Downside scenario

S&P could consider a lower rating if operating momentum slows from
softer-than-expected sales from new stores and operating expenses
outpace sales growth such that total debt to EBITDA exceeds 5x.
This could occur if sales growth decelerates to 5% while gross
margin contracts more than 100 basis points.

Upside scenario

S&P could raise our rating if Ollie's business risk profile
improves through rapid geographic and store expansion, adding
broader scale and enhancing the company's competitive position in
the fragmented close-out industry.  S&P could also improve the
rating if financial sponsors divest of the company, resulting in
less aggressive financial policies.


ORBITZ WORLDWIDE: Moody's Affirms B2 CFR & Alters Outlook to Pos.
-----------------------------------------------------------------
Moody's Investors Service affirmed Orbitz Worldwide, Inc.'s B2
Corporate Family Rating (CFR), B2-PD probability of default
rating, and assigned a B2 rating to the company's proposed $525
million of senior secured credit facilities. Moody's changed
Orbitz Worldwide's ratings outlook to positive from stable based
on the expectation that Orbitz Worldwide's earnings and free cash
flow should continue to grow driven by net revenue growth in the
mid single digit percentages over the next 12 to 18 months. As
part of the ratings action, Moody's also affirmed Orbitz
Worldwide's SGL-3 Speculative Grade Liquidity rating.

Net proceeds from the new credit facilities will be used to
refinance existing credit facilities.

Moody's has taken the following ratings actions:

Issuer: Orbitz Worldwide, Inc.

   Corporate Family Rating -- Affirmed, B2

   Probability of Default Rating -- Affirmed, B2-PD

   New $75 million first lien revolver due 2019 -- Assigned, B2
   (LGD3, 47%)

   New $450 million first lien term loan B due 2021 -- Assigned,
   B2 (LGD3, 47%)

   Speculative Grade Liquidity Rating -- Affirmed, SGL-3

   Ratings Outlook -- Positive, changed from Stable

The following ratings will be withdrawn upon repayment of debt:

   $65 million first lien revolver due 2017, B2 (LGD3, 47%) -- to
   be withdrawn upon closing

   $95 million (outstanding) first lien term loan B due 2017, B2
   (LGD3, 47%) -- to be withdrawn upon closing

   $348 million (outstanding) first lien term loan C due 2019, B2
   (LGD3, 47%) -- to be withdrawn upon closing

Ratings Rationale

Moody's believes that Orbitz Worldwide's investments in its
technology platform and the successful execution of its strategy
to grow hotel bookings through mobile channel, partner networks
and customer loyalty programs have positioned the company for
sustainable growth. Orbitz Worldwide's credit profile will also
benefit from the company's enhanced flexibility resulting from its
new Global Distribution Services (GDS) agreements with multiple
providers and the end of its exclusive GDS agreement with
Travelport, which together with The Blackstone Group owns about
48% of Orbitz Worldwide's common equity.

Orbitz Worldwide's B2 CFR reflects the company's smaller scale and
limited financial flexibility relative to the leading global
Online Travel Companies (OTCs) Expedia and Priceline. The B2
rating also considers Orbitz Worldwide's highly competitive
industry and the evolving market for online travel.

At the same time, OTCs continue to benefit from the rising
penetration of online travel bookings, but more so in emerging
international markets where Orbitz Worldwide has a smaller
presence. Moody's expects Orbitz Worldwide to maintain moderate
leverage with the total debt to EBITDA ratio (incorporating
Moody's standard analytical adjustments) declining to below 3x in
2015, from about 3.7x at year-end 2013. The rating is supported by
the company's very good levels of free cash flow relative to debt,
which Moody's expects to exceed the mid teens percentages,
assuming only small positive contribution from increases in
merchant payables. Despite the positive trends for its credit
metrics, Orbitz Worldwide's rating continues to be constrained by
the potential for conflicts of interest or negative credit impact
resulting from Travelport's (CFR Caa1, negative ratings outlook)
significant ownership of Orbitz Worldwide.

Moody's views Orbitz Worldwide's liquidity as only "adequate" over
the next 12 to 18 months because of the company's large working
capital deficit.

Moody's could raise Orbitz Worldwide's ratings if the company
maintains strong net revenue growth and stable EBITDA margins near
the current 15% levels (Moody's adjusted), and if Moody's believes
that the company could sustain total debt/EBITDA below 3.5x and
free cash flow in excess of 10% of total debt, through economic
cycles. Moody's believes that a resolution of ownership by
Travelport and its affiliates that does not lead to a
deterioration in Orbitz Worldwide's financial flexibility will be
credit positive for Orbitz Worldwide.

Orbitz Worldwide's ratings could be downgraded if liquidity
deteriorates, net revenue or profitability decline, or incremental
debt causes total debt/EBITDA to exceed 5x.

Orbitz Worldwide, Inc. is a leading global online travel agency,
operating a portfolio of consumer and corporate travel brands
including Orbitz.com, CheapTickets, HotelClub and ebookers.


ORBITZ WORLDWIDE: S&P Raises CCR to 'B+' on Refinancing
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on U.S.-based online travel agency Orbitz Worldwide Inc. to
'B+' from 'B'.  The outlook is stable.

At the same time, S&P assigned the company's proposed credit
facility a 'BB-' issue-level rating, with a recovery rating of
'2', indicating S&P's expectation for substantial (70% to 90%)
recovery for debtholders in the event of a payment default.  The
proposed credit facility consists of a $75 million revolving
credit facility due 2019 and a $450 million term loan B due 2021.

The rating on Orbitz Worldwide reflects S&P's expectation that
operating performance will remain steady despite significant
competitive pressure from larger peers.  Orbitz Worldwide has made
steady progress expanding its hotel booking business and growing
in international markets.  S&P views Orbitz Worldwide's business
risk profile as "fair," based on the company's solid competitive
position in the U.S., good brand recognition, and growing consumer
preference for booking travel services online.  S&P views Orbitz
Worldwide's financial risk profile as "aggressive" because of a
combination of EBITDA coverage of interest of less than 6x and
S&P's expectation for high volatility for cash flow/leverage
ratios during periods of stress.  Pro forma adjusted debt leverage
was 2.7x for the 12 months ended Dec. 31, 2013.  Travelport
Holdings Limited owns a 45% stake in the company.  However,
Travelport had indicated that it considers Orbitz Worldwide a
nonstrategic asset.  S&P believes that Travelport will likely
gradually lower its equity stake in Orbitz Worldwide.  S&P assess
Orbitz Worldwide's management and governance as "fair."

The company is one of the larger online travel agencies in the
U.S., with U.S. sales accounting for about 73% of 2013 revenues.
Outside of the U.S., the company's market position is
significantly weaker than those of Expedia Inc. and Priceline.com
Inc.  Although 66% of 2013 bookings were related to standalone air
travel, standalone air travel accounted for only 29% of net
revenues.  Airline revenues have a lower margin than hotel
revenues.  Orbitz Worldwide generates non-air revenues from
standalone hotels (35%), packages (17%), advertising and media,
car rentals, and cruises.  The company has decreased its
dependence on standalone air revenues from more than 35% in 2010,
but the proportion of revenues from standalone air is still higher
than other larger online travel agencies.

Travel demand is cyclical and seasonal and can fluctuate with
shocks such as natural disasters and geopolitical incidents.  High
oil prices and continued airline capacity reduction will continue
to dampen the growth of overall travel.  At the same time, OTAs
are still benefiting from consumers' growing preference for online
research and online booking.  Nonetheless, S&P expects that
industry conditions should support relatively stable performance
by Orbitz Worldwide, absent events specific to Orbitz Worldwide's
business execution.  Orbitz Worldwide's EBITDA margin was 16.5% in
2013, based on Standard & Poor's methodology.  S&P expects that
the margin will expand modestly in 2014 before moderating slightly
from an increase in marketing spending as the company pursues
international and hotel booking growth.

S&P views the company's financial risk profile as "aggressive."
Although the company's EBITDA coverage of interest ratio is
stronger than what S&P would associate with an aggressive
financial risk profile under its criteria, revenue and EBITDA
could be exposed to threats from potential new entrants and
technological advancements.  Pro forma for the transaction, the
company's fully adjusted debt to EBITDA was 2.7x as of Dec. 31,
2013.  S&P expects key credit ratios to improve over the
intermediate term, barring any significant debt-financed
acquisitions or shareholder-favoring initiatives, which S&P views
as unlikely.  S&P expects the company to continue to generate
healthy discretionary cash flow.  The company has low working
capital and capital expenditure requirements.

The initial rating outcome ("anchor") is 'bb-'.  S&P applies a
negative analytical modifier, for the comparable rating analysis,
based on its view Orbitz Worldwide lacks business diversity and
has lower EBITDA margin relative to its peers.  The modifier has a
one-notch negative effect on the corporate credit rating.


OVERSEAS SHIPHOLDING: Heidrick Okayed as Board Search Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Overseas Shipholding Group, Inc. and its debtor-affiliates to
employ Heidrick & Struggles International, Inc. as board search
advisor, nunc pro tunc to Feb. 24, 2014.

As reported in the Troubled Company Reporter on March 21, 2014,
Heidrick & Struggles will provide these services:

   (a) Stakeholder Survey;

       - conduct in-person or by phone

       - prioritize "categories" of candidate (Chairman, Audit,
         Shipping, etc.)

       - focus on gathering hard and soft skills required for
         Directors

       - give a deeper understanding of ideal candidates for the
         culture of the board

       - develop an understanding of the company's future
         Strategy

   (b) Position Specification Development;

       - guide research and entry into the market

   (c) Research and Identification;

       - comprehensive, global market scan to identify the best-
         qualified candidates

       - present summary backgrounds, including: Employment
         history, Education, and Current public directorships

       - include candidates recommended by other stakeholders in
         the process

   (d) Prioritizing the Slate;

       - review the priority candidate list "per category"
         (Chair, Audit etc.) with the client

       - priority candidates are contacted to evaluate their
         interest level and assess further qualifications

       - initially Assess I Discuss "fit" with board, future
         strategy, etc.

       - conduct screening for potential conflicts of interest
         or other limitations on candidates' ability to serve

   (e) Candidate Interviews;

       - interview (ideally face to face) between the firm's
         team and each candidate

       - both hard and soft skills evaluated during interviews

       - after interviews, the firm's produce in-depth candidate
         presentations and assessments

   (f) Client Interviews; and

       - candidates deemed to be qualified through interviews
         with the team are introduced

       - assist in scheduling candidate interviews with the
         appropriate parties involved

   (g) Closing

       - once the board is ready to move forward with an offer,
         the firm will conduct formal references

       - formal background checks and other services may be
         provided at the Debtor's request

Heidrick & Struggles' fee will be:

   -- $520,000 (the "Engagement Fee") for the Board search, which
      amount will be payable in three installments. The
      Engagement Fee includes the recruitment of a board chair,
      audit committee chair and up to three non-executive
      directors;

   -- The Engagement Fee will be invoiced in three equal
      installments: $173,333.34 on the date of approval of this
      Engagement Letter by the Court (the "Effective Date"),
      $173,333.33 on May 15, 2014, and $173,333.33 on June 30,
      2014, without the need for further application or Court
      Approval;

   -- Should the Debtors recruit additional directors whom
      Heidrick & Struggles presented to the Debtors (more than
      five per Board) from this engagement, Heidrick & Struggles'
      fee will be $75,000 (in addition to the Engagement
      Fee) for each additional director recruited beyond the
      initial five for the Board;

   -- Should the Debtors meet and employ any full-time executives
      (non-Board positions) due to Heidrick & Struggles' efforts,
      Heidrick & Struggles will be compensated at its standard
      one-third of the first year's projected total salary/bonus
      compensation of each candidate employed, as described in a
      letter of employment. Projected total salary/bonus
      compensation includes base salary, target and sign-on
      bonuses;

   -- Heidrick & Struggles will be reimbursed for direct
      expenses.  Direct expenses are reasonable, out-of-pocket
      and documented costs associated with the interviewing and
      selection process and with visits to the client location.
      Monthly applications will be filed for reimbursement of
      these direct expenses;

   -- Heidrick & Struggles will file monthly applications for the
      payment of any additional fees and expenses.  Heidrick &
      Struggles will not be reimbursed for any indirect expenses.

Matthew C. Aiello, partner of Heidrick & Struggles, 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.

Heidrick & Struggles can be reached at:

       Matthew C. Aiello
       2001 Pennsylvania Avenue NW, Ste. 800
       Washington, DC 20006-1821
       Tel: +1 (202) 331-4900
       Fax: +1 202 3314937

                      About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies
in the world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PANACHE BEVERAGE: Releases New Line of Premium Spirits
------------------------------------------------------
Panache Beverage, Inc., announced the launch of Old Grumpy Bastard
(OGB), which will feature premium value expressions of American-
made whiskey, vodka, gin, white rum, dark rum and tequila with a
suggested retail price of $15.99 per 750ml bottle.

"This line of affordable premium spirits is our light-hearted take
on the so-called 'old grumpy bastards' who like to point out
everything that's wrong with the world today.  To the OGBs of the
world: we're listening," commented Panache Beverage, Inc. CEO,
James Dale.

Panache Beverage, Inc., which currently owns and distributes Wądka
Vodka and Alibi American Whiskey, will initially release the Old
Grumpy Bastard line this summer in select markets including New
York, Florida and Texas.

The OGB line will be the maiden product line for the new Panache
Distillery, which was acquired in September 2013.  The equipment
at the distillery is presently capable of producing and bottling
over 650,000 nine liter cases of distilled spirits annually, with
improvements under way to increase this annual capacity to over
1.2M cases.  The Panache Distillery is located in New Port Richey,
Florida, about 40 miles outside of Tampa.

                      About Panache Beverage

New York-based Panache Beverage, Inc., specializes in the
strategic development and aggressive early growth of spirits
brands establishing its assets as viable and attractive
acquisition candidates for the major global spirits companies.
Panache builds its brands as individual acquisition candidates
while continuing to develop its pipeline of new brands into the
Panache portfolio.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its audit of the Company's financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has negative working capital, and
has incurred losses from operations.

The Company's balance sheet at Sept. 30, 2013, showed $9.24
million in total assets, $14.67 million in total liabilities and a
$5.42 million total deficit.


PEDRO'S TAMALES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pedro's Tamales, Inc.
        P.O. Box 3571
        Lubbock, TX 79452

Case No.: 14-50075

Chapter 11 Petition Date: April 2, 2014

Court: United States Bankruptcy Court
       Northern District of Texas (Lubbock)

Judge: Hon. Robert L. Jones

Debtor's Counsel: Max Ralph Tarbox, Esq.
                  TARBOX LAW, P.C.
                  2301 Broadway
                  Lubbock, TX 79401
                  Tel: (806)686-4448
                  Email: meredith@tarboxlaw.com

Total Assets: $773,004

Total Liabilities: $1.41 million

The petition was signed by Mark Hale, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb14-50075.pdf


PETCETERA: To File for Creditor Protection in Canada
----------------------------------------------------
The Canadian Press reports that pet supply store Petcetera said it
plans to file for creditor protection in hopes of restructuring
its operations.

The report relates that the retailer, which has 18 stores across
Canada, also said it will cut the price on everything in its
stores to help generate cash while it files its notice of
intention to make a proposal under the Bankruptcy and Insolvency
Act.

Petcetera has more than 300 employees in British Columbia,
Alberta, Saskatchewan, Manitoba, Ontario and Nova Scotia, the
report relays.

According to the Canadian Press, the privately held company said
it will review all areas of its business, including the number and
locations of stores, as part of its restructuring.

The extent of restructuring will directly depend on the success of
the inventory liquidation sale, Petcetera said in a statement, the
report notes.

In 2009, Petcetera closed 31 of its stores as part of a
restructuring, the Canadian Press recalls.

"Since the restructuring of the company in 2009 we have made every
effort possible to profitably maintain our position in the markets
we serve," the report quotes Petcetera president and CEO Dan
Urbani as saying.  "Unfortunately, due to the extremely difficult
Canadian retail industry and pet supplies segment, this has not
been possible and we must now take drastic measures in the short
term to ensure that Petcetera is viable in the future."

Petcetera is a privately held national chain of pet supply stores
based in British Columbia.  It has been operating for almost 12
years.  Petcetera President and CEO Dan Urbani founded the Company
in 1997.


PHILADELPHIA ENTERTAINMENT: Meeting to Form Panel on April 10
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on April 10, 2014, at 10:00 a.m. in
the bankruptcy case of Philadelphia Entertainment and Development
Partners, L.P.

The meeting will be held at:

         Office of the U.S. Trustee
         833 Chestnut Street, Suite 501
         Philadelphia, PA 19107

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.


PLUG POWER: Air Liquide Stake at 9.4% as of March 8
---------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Air Liquide Investissements d'Avenir et de
Demonstration and L'Air Liquide S.A. disclosed that as of
March 8, 2014, they beneficially owned 10,971,890 shares of common
stock of Plug Power Inc. representing 9.4 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/ugWfZP

                          About Plug Power

Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.

KPMG LLP, in Albany, New York, expressed substantial doubt about
Plug Power's ability to continue as a going concern, following
their audit of the Company's financial statements for the year
ended Dec. 31, 2012, citing the Company's recurring losses from
operations and substantial decline in working capital.

As of Sept. 30, 2013, the Company had $40.03 million in total
assets, $35.36 million in total liabilities, $2.45 million in
series C redeemable convertible preferred stock, and $2.21 million
in total stockholders' equity.

                         Bankruptcy Warning

"Our cash requirements relate primarily to working capital needed
to operate and grow our business, including funding operating
expenses, growth in inventory to support both shipments of new
units and servicing the installed base, and continued development
and expansion of our products.  Our ability to meet our future
liquidity needs, capital requirements, and to achieve
profitability will depend upon numerous factors, including the
timing and quantity of product orders and shipments; the timing
and amount of our operating expenses; the timing and costs of
working capital needs; the timing and costs of building a sales
base; the timing and costs of developing marketing and
distribution channels; the timing and costs of product service
requirements; the timing and costs of hiring and training product
staff; the extent to which our products gain market acceptance;
the timing and costs of product development and introductions; the
extent of our ongoing and any new research and development
programs; and changes in our strategy or our planned activities.
If we are unable to fund our operations without additional
external financing and therefore cannot sustain future operations,
we may be required to delay, reduce and/or cease our operations
and/or seek bankruptcy protection," the Company said in its
quarterly report for the period ended Sept. 30, 2013.


POCMONT PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Pocmont Properties, LLC
        525 County Line Road, SUITE 8
        Lakewood, NJ 08701

Case No.: 14-16493

Chapter 11 Petition Date: April 2, 2014

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

Judge: Hon. Christine M. Gravelle

Debtor's Counsel: Fred B. Ringel, Esq.
                  ROBINSON, BROG, LEINWAND, GREENE, GENOVE
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: 212-603-6300
                  Email: fbr@robinsonbrog.com

Total Assets: $1 million to $10 million

Total Liabilities: $1 million to $10 million

The petition was signed by Isaac Greenwald, member.

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


PREMIER GOLF: Case Dismissal Hearing Set for April 7
----------------------------------------------------
The hearing on a motion to dismiss the chapter 11 case of Premier
Golf Properties, L.P. is set for April 7, 2014.

Premier Golf Properties, L.P. owns and operates the Cottonwood
Golf Club in El Cajon, California. The Club has two 18-hole golf
courses, a driving range, pro shop, and club house restaurant.
The Club maintains the golf courses and operates a golf course
business on the real property.  Its income comes from green fees,
range fees, annual membership sales, golf lessons, golf cart
rentals, pro shop clothing and equipment sales, and food and
beverage services.

Premier Golf filed for Chapter 11 protection (Bankr. S.D. Calif.
Case No. 11-07388) on May 2, 2011.  Judge Peter W. Bowie presides
over the case.  Jack F. Fitzmaurice, Esq., at Fitzmaurice &
Demergian, in Chula Vista, California, represented the Debtor.
The Debtor estimated assets and liabilities at $10 million to
$50 million.


PREMIUM LOAN: Moody's Lowers Class C Notes to 'Ca(sf)'
------------------------------------------------------
Moody's Investors Service has downgraded the rating on the
following notes issued by Premium Loan Trust I, Ltd.:

  US$11,000,000 Class C Secured Notes Due October 25, 2014
  (current outstanding balance of $1,869,433), Downgraded to Ca
  (sf); previously on October 18, 2012 Downgraded to Caa2 (sf).

Premium Loan Trust I, Ltd., issued in November 2004, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans. The CLO currently has one performing obligor
and three defaulted assets. The transaction will mature in October
2014.

Ratings Rationale

The rating action is primarily a result of insufficient asset
coverage for the Class C notes which has deteriorated
significantly over the last year. Based on the trustee's February
28, 2014 report, the over-collateralization (OC) ratio for the
Class C notes is reported at 14.73% versus 73.06% in March 2013.
The Class C notes are likely to suffer material principal losses
at its maturity due to the insufficient coverage.

The rating action also reflects growing concerns about a potential
interest payment default on the Class C notes on the April 25th
payment date. Moody's expects that the interest collections will
not be sufficient to pay the current interest due on the Class C
notes.

The CLO portfolio currently consists of one Caa1-rated performing
security that matures after the notes do and three defaulted
assets. These assets could expose the notes to market risk in the
event of liquidation when the notes mature.

Factors that Would Lead to an Upgrade or Downgrade of the Rating:

This transaction is subject to a number of factors and
circumstances that could lead to either an upgrade or downgrade of
the rating:

1) Macroeconomic uncertainty: CLO performance is subject to a)
uncertainty about credit conditions in the general economy and b)
the large concentration of upcoming speculative-grade debt
maturities, which could make refinancing difficult for issuers.

2) Collateral Manager: Performance can also be affected positively
or negatively by a) the manager's investment strategy and behavior
and b) differences in the legal interpretation of CLO
documentation by different transactional parties owing to embedded
ambiguities.

3) Collateral credit risk: A shift towards collateral of better
credit quality, or better credit performance of assets
collateralizing the transaction than Moody's current expectations,
can lead to positive CLO performance. Conversely, a negative shift
in credit quality or performance of the collateral can have
adverse consequences for CLO performance.

4) Recovery of defaulted assets: Fluctuations in the market value
of defaulted assets reported by the trustee and those that Moody's
assumes as having defaulted could result in volatility in the
deal's OC levels. Further, the timing of recoveries and whether a
manager decides to work out or sell defaulted assets create
additional uncertainty.

5) Long-dated assets: The presence of assets that mature after the
CLO's legal maturity date exposes the deal to liquidation risk on
those assets. This risk is borne first by investors with the
lowest priority in the capital structure. Moody's assumes that the
terminal value of an asset upon liquidation at maturity will be
equal to the lower of an assumed liquidation value (depending on
the extent to which the asset's maturity lags that of the
liabilities) or the asset's current market value.

6) Lack of portfolio granularity: The performance of the portfolio
depends on the credit conditions of one performing obligor Moody's
rates Caa1, especially if it jumps to default.

7) Equity holdings: The transaction holds significant amount of
equity securities which are part of recoveries from defaulted or
restructured issuers. The equity securities are privately held,
hence there is high uncertainty around the timing and the amount
of proceeds from these securities.

Moody's did not model the transaction and no additional
sensitivities or stress scenarios were run because Moody's
analyzed the transaction by assessing the overcollateralization of
the rated notes.


PUTNAM STRUCTURED 2002-1: Moody's Affirms Cl. B Notes' Ba3 Rating
-----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on the
following notes issued by Putnam Structured Product CDO 2002-1
Ltd.

U.S.$176,000,000 Class A-1MT -a Medium Term Floating Rate Notes Du
2038, Affirmed Baa2 (sf); previously on May 14, 2013 Affirmed Baa2
(sf)

U.S.$176,000,000 Class A-1MT -b Medium Term Floating Rate Notes
Due 2038, Affirmed Baa2 (sf); previously on May 14, 2013 Affirmed
Baa2 (sf)

U.S.$176,000,000 Class A-1MT -c Medium Term Floating Rate Notes
Due 2038, Affirmed Baa2 (sf); previously on May 14, 2013 Affirmed
Baa2 (sf)

U.S.$176,000,000 Class A-1MM -d Floating Rate Notes Due 2038,
Affirmed Baa2 (sf); previously on May 14, 2013 Affirmed Baa2 (sf)

U.S.$176,000,000 Class A-1MM -e Floating Rate Notes Due 2038,
Affirmed Baa2 (sf); previously on May 14, 2013 Affirmed Baa2 (sf)

U.S.$176,000,000 Class A-1MM -f Floating Rate Notes Due 2038,
Affirmed Baa2 (sf); previously on May 14, 2013 Affirmed Baa2 (sf)

U.S.$176,000,000 Class A-1MM -g Floating Rate Notes Due 2038,
Affirmed Baa2 (sf); previously on May 14, 2013 Affirmed Baa2 (sf)

U.S.$176,000,000 Class A-1MM -h Floating Rate Notes Due 2038,
Affirmed Baa2 (sf); previously on May 14, 2013 Affirmed Baa2 (sf)

U.S.$176,000,000 Class A-1MM -i Floating Rate Notes Due 2038,
Affirmed Baa2 (sf); previously on May 14, 2013 Affirmed Baa2 (sf)

U.S.$176,000,000 Class A-1MM -j Floating Rate Notes Due 2038,
Affirmed Baa2 (sf); previously on May 14, 2013 Affirmed Baa2 (sf)

U.S.$80,000,000 Class A-2 Floating Rate Notes Due 2038, Affirmed
Caa3 (sf); previously on May 14, 2013 Affirmed Caa3 (sf)

U.S.$150,000,000 Class B Participating Notes Due 2038, Affirmed
Ba3 (sf); previously on May 14, 2013 Affirmed Ba3 (sf)

Ratings Rationale

Moody's has affirmed the ratings of the notes because its key
transaction metrics are commensurate with existing ratings. The
affirmations are the result of Moody's on-going surveillance of
commercial real estate collateralized debt obligation CRE CDO and
RE-REMIC transactions.

Putnam Structured Product CDO 2002-1 Ltd. is a static cash
transaction backed by a portfolio of commercial mortgage backed
securities (CMBS) (46.8% of the pool balance), asset backed
securities (ABS) (42.5%; of which 42.1% of these are government-
sponsored mortgage-backed securities (RMBS) and the remainder is
primarily in the form of subprime and Alt-A; and CRE CDOs (10.7%).
As of the trustee's March 3, 2014 report, the aggregate note
balance of the transaction, including preferred shares, is $631.3
million, compared to 2.0 billion at issuance.

The pool contains thirteen assets totaling $63.6 million (8.9% of
the collateral pool balance) that are listed as defaulted
securities as of the trustee's March 3, 2014 report. Three of
these assets (46.6% of the defaulted balance) are CMBS, one asset
is CRE CDO (19.2%), and nine assets are ABS (primarily in the form
of non-government backed RMBS (34.2%). While there have been no
realized losses on the underlying collateral to date, Moody's does
expect moderate losses to occur on the defaulted securities.

Moody's has identified the following as key indicators of the
expected loss in CRE CDO transactions: the weighted average rating
factor (WARF), the weighted average life (WAL), the weighted
average recovery rate (WARR), and Moody's asset correlation (MAC).
Moody's typically models these as actual parameters for static
deals and as covenants for managed deals.

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has updated its assessments for the collateral it does not
rate. The rating agency modeled a bottom-dollar WARF of 3,441,
compared to 3,040 at last review. The current ratings on the
Moody's-rated collateral and the assessments of the non-Moody's
rated collateral follow: Aaa-Aa3 (30.5% compared to 37.7% at last
review); A1-A3 (9.1% compared to 8.6% at last review); Baa1-Baa3
(3.6%, compared to 4.1% at last review); Ba1-Ba3 (3.2% compared to
4.1% at last review); B1-B3 (19.5% compared to 15.5% at last
review); and Caa1-Ca/C (34.1% compared to 30% at last review).

Moody's modeled a WAL of 5.1 years, the same as last review.

Moody's modeled a fixed WARR of 25.3%, compared to 38% at last
review.

Moody's modeled a MAC of 0%, same as last review.

Factors that would lead to an upgrade or downgrade of the rating:

The performance of the notes is subject to uncertainty, because it
is sensitive to the performance of the underlying portfolio, which
in turn depends on economic and credit conditions that are subject
to change. The servicing decisions of the master and special
servicer and surveillance by the operating advisor with respect to
the collateral interests and oversight of the transaction will
also affect the performance of the rated notes.

Moody's Parameter Sensitivities: Changes to any one or more of the
key parameters could have rating implications for some of the
rated notes, although a change in one key parameter assumption
could be offset by a change in one or more of the other key
parameter assumptions. The rated notes are particularly sensitive
to changes in the recovery rates of the underlying collateral and
credit assessments. Reducing the recovery rates of the collateral
pool by 10% would result in an average modeled rating movement on
the rated notes of zero to one notch (e.g., one notch down implies
a ratings movement of Baa3 to Ba1). Increasing the recovery rate
of the collateral pool by 10% would result in an average modeled
rating movement on the rated notes of zero to one notch (e.g., one
notch up implies a ratings movement of Baa3 to Baa2).

The primary sources of uncertainty in Moody's assumptions are the
extent of growth in the current macroeconomic environment given
the weak recovery and commercial real estate property markets.
Commercial real estate property values continue to improve
modestly, along with a rise in investment activity and
stabilization in core property type performance. Limited new
construction and moderate job growth have aided this improvement.
However, sustained growth will not be possible until investment
increases steadily for a significant period, non-performing
properties are cleared from the pipeline and fears of a euro area
recession abate.


QUANTUM FOODS: Court Approves City Capital as Investment Banker
---------------------------------------------------------------
Quantum Foods, LLC, et al., sought and obtained authority from the
U.S. Bankruptcy Court for the District of Delaware to employ City
Capital Advisors, LLC, as their investment banker.

As reported in the Troubled Company Reporter on March 5, 2014,
City Capital will assist in the evaluation of strategic
alternatives and render investment banking and financial advisory
services to the Debtors in connection with the Chapter 11 cases.
Specifically, City Capital will assist the Debtors in developing a
strategy for pursuing a Sale Transaction or Restructuring and, if
requested, contacting and eliciting interest from possible
counterparties to a Sale Transaction or Restructuring.  City
Capital will also advise the Debtors on tactics and strategies for
negotiating with their stakeholders and render financial advice to
the Debtors and participate in meetings or negotiations with (i)
stakeholders or other parties in connection with any Restructuring
or Sale Transaction or (ii) possible counterparties to a Sale or
Restructuring Transaction.

City Capital will be paid in accordance with the following fee
structure:

   (a) An initial, non-refundable advisory fee of $50,000 payable
       upon execution of the Engagement Letter.

   (b) Commencing on the Petition Date, a Monthly Fee of $30,000.

   (c) In the event that a Sale Transaction is consummated
       resulting in a change of control of greater than 50% of
       the equity or assets of the Company at the time the Sale
       Transaction is consummated, a Transaction Fee equal to 2%
       of the Transaction Consideration will be payable to City
       Capital upon the closing of the Sale Transaction.  The
       Transaction Fee will not be less than $700,000.

   (d) In addition to any fees that may be payable to City
       Capital and, regardless of whether any transaction occurs,
       the Debtors will reimburse City Capital for all documented
       out-of-pocket expenses.

Rachel Corn Kluge, a Managing Director of the firm, assured the
Court that her firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Ms. Kluge disclosed that prior to the Petition Date, the Debtors
paid an initial non-refundable advisory fee of $50,000 to City
Capital and reimbursed the firm $5,815 in expenses incurred and
billed through the Petition Date.

                        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.

The Debtors are represented by M. Blake Cleary, Esq., and Andrew
L. Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware; and Daniel J. McGuire, Esq., Gregory M.
Gartland, Esq., and Caitlin S. Barr, Esq., at Winston & Strawn
LLP, in Chicago, Illinois.  City Capital Advisors, LLC serves as
investment banker.  FTI Consulting, Inc.'s Michael Buenzow serves
as chief restructuring officer.  BMC Group is the claims and
notice agent.


QUANTUM FOODS: Court Extends Schedules Filing Deadline to May 5
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the deadline of Quantum Foods, LLC, et al., to file their
schedules of assets and liabilities and statements of financial
affairs until May 5, 2014.

As reported in the Troubled Company Reporter on March 4, 2014,
due to the complexity and diversity of their operations, as well
as the burden occasioned by preparing for the Chapter 11 cases,
the Debtors anticipate that they will be unable to complete their
Schedules within the original deadline of March 19, the Debtors'
counsel, Kenneth J. Enos, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, told the Court.

The vast amount of information the Debtors must assemble and
compile, the size and complexity of the Debtors' business
operations, and the many employee and professional hours required
to complete the Schedules, together constitute good and sufficient
cause for granting the extension of time requested herein, Mr.
Enos asserted.

                        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.

The Debtors are represented by M. Blake Cleary, Esq., and Andrew
L. Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware; and Daniel J. McGuire, Esq., Gregory M.
Gartland, Esq., and Caitlin S. Barr, Esq., at Winston & Strawn
LLP, in Chicago, Illinois.  City Capital Advisors, LLC serves as
investment banker.  FTI Consulting, Inc.'s Michael Buenzow serves
as chief restructuring officer.  BMC Group is the claims and
notice agent.


QUEEN BALLPARK: Moody's Maintains 'Ba1' Rating on $662MM Bonds
--------------------------------------------------------------
Moody's Investors Service maintains Queens Ballpark Company, LLC's
Ba1 rating and stable outlook on the outstanding $518 million
PILOT Revenue Bonds, Series 2006; the $79 million PILOT Revenue
Bonds, Series 2009; the $58 million Installment Purchase Bonds,
Series 2006; and the $7 million Lease Revenue Bonds, Series 2006,
all issued by the New York City Industrial Development Agency's
("NYC IDA"). Queens Ballpark Company, LLC ("Ballpark") is the
obligor for these bonds issued by the NYC IDA.

Rating Rationale

The Ba1 rating reflects the moderate cash flow predictability of
Ballpark with just over half of its revenues derived from medium
to long-term contracts with a stable underlying cost structure and
a level debt service amortization schedule. The rating recognizes
the strength of the Mets baseball franchise as one of the most
valuable in the league and the Mets team non-relocation agreement.
The rating also reflects Ballpark's underperformance to its
initial revenue forecasts due to materially lower revenues related
to declining attendance levels for the last five years. The Ba1
rating further incorporates Ballpark's weak liquidity profile
given no strike reserve, minimal excess cash held at the Ballpark
level due to monthly distributions to the parent owner, and a weak
Ambac surety policy supporting the 2006 bonds' debt service
reserve funds (DSRF). Of note, the DSRF for the 2006 PILOT bonds
is gradually being cash funded on an annual basis and has a
current balance of $17.9 million. The 2006 PILOT Bonds comprise
the majority of annual debt service and nearly 80% of debt
outstanding and it will take several years before its DSRF is
fully cash funded to the required level.

Outlook

The stable outlook reflects Moody's expectation of continued
stable financial performance with debt service coverage in the 1.7
to 1.9 times range for the next couple of years due to partially
contracted cash flows and predictable costs.

What Could Change the Rating -- Up

The rating could face upward pressure once all reserves are fully
cash funded and annual financial performance improves with higher
sustained annual debt service coverage ratios closer to the
initial forecast.

What Could Change the Rating -- Down

The rating could face downward pressure if performance weaken due
to further declines in attendance or weaker contracted revenues
resulting in debt service coverage falling below 1.5 times.


RAVENNA METROPOLITAN: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Ravenna Metropolitan District
        c/o Alan Pogue
        4725 South Monaco Street, Suite 225
        Denver, CO 80237

Case No.: 14-14207

Chapter 11 Petition Date: April 2, 2014

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

Judge: Hon. Elizabeth E. Brown

Debtor's Counsel: David Wadsworth, Esq.
                  SENDER WASSERMAN WADSWORTH, P.C.
                  1660 Lincoln St., Ste. 2200
                  Denver, CO 80264
                  Tel: 303-296-1999
                  Fax: 303-296-7600
                  Email: dvw@sendwass.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

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


REALOGY GROUP: Moody's Rates New Senior Notes Due 2019 'Caa1'
-------------------------------------------------------------
Moody's Investors Service rated Realogy Group LLC's proposed
senior notes due 2019 at Caa1. All other debt ratings, including
the B2 Corporate Family Rating ("CFR"), and the stable outlook,
are unaffected. The LGD assessment for certain bonds was revised
to reflect the better expected recovery for those bonds because of
the higher proportion of unsecured debt compared to secured debt
following sale of the proposed senior notes due 2019.

The net cash proceeds after financing related fees and expenses
will be used to repay a portion of the currently-outstanding
Senior Secured Notes and associated call premiums.

RATINGS RATIONALE

"The no-call structure of the proposed new debt suggests that
Realogy's goal of deleveraging its balance sheet may be
accomplished only slowly, as this transaction lowers interest
expense and increases earnings without reducing debt and lowering
risk," said Edmond DeForest, Moody's Senior Analyst.

Issuer: Realogy Group LLC

Assignments:

  Senior Unsecured Bond due 2019, Assigned Caa1 (LGD5, 89%)

LGD revisions:

  Senior Secured Bank Credit Facilities, Revised to a range of
  LGD2, 29 % from a range of LGD2, 28 %

  Senior Secured 1st Lien Bond due Jan 15, 2020, Revised to a
  range of LGD2, 29 % from a range of LGD2, 28 %

  Senior Secured 1.5 Lien Bonds due Feb 15, 2019 and Jan 15,
  2020, Revised to a range of LGD5, 73 % from a range of LGD5,
  76 %

  Senior Unsecured Bond due May 1, 2016, Revised to a range of
  LGD5, 89 % from a range of LGD6, 92 %

Realogy is a global provider of real estate and relocation
services, mostly in the US.


REALOGY GROUP: S&P Assigns B Rating to $450MM Sr. Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned U.S. real estate
franchising and brokerage company Realogy Group LLC's proposed
$450 million senior unsecured notes due 2019 its 'B' issue-level
rating, with a recovery rating of '6', indicating S&P's
expectation for negligible (0%-10%) recovery for lenders in the
event of a payment default.  The company plans to use proceeds
from the notes issuance to repay a portion of its existing secured
notes.  All other ratings on Realogy, including the 'BB-'
corporate credit rating, remain unchanged.  The rating outlook is
stable.

In March 2014, the company completed the repricing of its senior
secured credit facility.  Although the repricing of the credit
facility and this proposed transaction will lower interest costs,
we expect the company's financial risk profile will remain
"aggressive" following this transaction.  In January 2014, S&P
upgraded Realogy to 'BB-' from 'B+' because of its expectation for
an improvement in operating performance over the intermediate
term.  In 2014, S&P expects EBITDA to increase in the high-single
digits, resulting in total lease-adjusted debt to EBITDA in the
low-4x area and funds from operations to total debt in the high-
teens percentage area.  These metrics are in line with an
"aggressive" financial risk assessment.  Further, S&P expects
EBITDA coverage of interest expense to be in the low-4x area in
2014, which is good for the aggressive assessment.

RATINGS LIST

Realogy Group LLC
Corporate Credit Rating   BB-/Stable/--

New Rating

Realogy Group LLC
Senior Unsecured
  $450M notes due 2019     B
   Recovery Rating         6


RECONROBOTICS INC: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: ReconRobotics, Inc.
                7620 West 78th Street
                Edina, MN 55439

Case Number: 14-41405

Involuntary Chapter 11 Petition Date: April 1, 2014

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Hon. Kathleen H Sanberg

Petitioner's Counsel: Christopher A Camardello
                      WINTHROP & WEINSTINE, P.A.
                      225 South Sixth St, Suite 3500
                      Minneapolis, MN 55402-4629
                      Tel: 612-604-6649
                      Email: ccamardello@winthrop.com

Debtor's Petitioners:

Petitioner                   Nature of Claim      Claim Amount
----------                   ---------------      ------------
Col. Kent Hann, USA, Ret.    Unpaid commissions   $1,100,000
6437 E. Odessa Street
Mesa, AZ 85215

DK, Inc.                     Unpaid commissions    $1,100,000
6437 E. Odessa Street
Mesa, AZ 85215

RiverStar, Inc.              Invoices for Goods    $5,375,512
1705 Wilke Drive
Winona, MN 55987

RiverBend Electronics, Inc.  Invoices for Goods    $3,050,895
1000 Mill Street
Rushford, MN 55971


RES-CARE INC: S&P Affirms 'BB-' CCR & Rates Sec. Facility 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Louisville, Ky.-based Res-Care Inc.  The outlook
is stable.

At the same time, S&P assigned a 'BB-' issue-level rating on the
company's new senior secured credit facility comprising a $250
million revolver, $200 million term loan A, and a $200 million
delayed draw term loan A.  The recovery rating is '3', indicating
meaningful (50%-70%) recovery in the event of payment default.

S&P also affirmed the 'B' issue-level rating on the company's $200
million unsecured notes.  The recovery rating is '6', indicating
negligible (0%-10%) recovery in the event of payment default.

"Our ratings on Res-Care reflect our view of the company's
business risk profile as "weak", which is primarily supported by
the company's large exposure to government funding which is
subject to possible cuts and the fragmented nature of the
industries it provides services," said credit analyst Tahira
Wright.  "The ratings also reflect our assessment of the company's
financial risk profile as "aggressive", because of its sponsor
ownership by Onex.  We note credit measures are very strong for
the aggressive category, with our expectation of leverage pro
forma the transaction to be 3.3x in 2014.  We believe the
financial sponsor will likely retain leverage well below 4x over
the medium term. As a result, we view the company's credit metrics
more favorably than similarly rated peers with an "aggressive"
financial risk profile."

S&P's stable rating outlook on Res-Care Inc. reflects its
expectations that the company's growth initiatives will offset
ongoing business pressures, resulting in continued modest EBITDA
growth.  S&P expects credit measures to remain strong for the
rating.

Downside scenario

S&P could consider a lower rating if it believes leverage will
rise above 4.0x.  Based on already low credit measures, the
company would need to incur more than $125 million in incremental
debt (above the current refinancing levels) without associated
EBITDA.  Alternatively, unanticipated budget cuts from multiple
government sources contributing to a decline in EBITDA margins of
more than 200 basis points (bps) would also result in leverage
above 4.0x.  Based on anticipated revolver capacity, S&P expects
the company's adequate liquidity assessment to remain intact
despite operating weakness.

Upside scenario

S&P could raise its ratings if it believes Res-Care's sponsor
engages in an exit strategy that reduces its stake in the company
below 80% without adding debt to Res-Care's balance sheet, and S&P
believes the company will drive and maintain leverage at or below
3.0x.  Improving credit metrics could be attainable with high-
single-digit revenue growth and EBITDA margin improvement of 150
bps, or debt reduction of $100 million.  A higher rating
predicated on an improved business risk profile would be unlikely
given the company's significant exposure to government
reimbursement.


REVSTONE INDUSTRIES: Has Until April 8 to File Chapter 11 Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Revstone Industries, LLC, et al.'s exclusive periods to file a
Chapter 11 Plan until April 8, 2014, and solicit acceptances for
that Plan until June 8, 2014.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


RITE AID: Amends Credit Agreement with Citicorp
-----------------------------------------------
Rite Aid Corporation amended and restated the credit agreement
governing its senior secured credit facility, pursuant to which
Rite Aid prepaid the outstanding Tranche 6 Term Loan under its
senior secured credit facility with the proceeds of a new $1.152
billion Tranche 7 Term Loan.  The Tranche 7 Term Loan matures on
Feb. 21, 2020.

At Rite Aid's option, the Tranche 7 Term Loan bears interest at a
rate per annum equal to either (a) adjusted LIBOR (with a LIBOR
floor of 0.75% per annum) plus 2.75% or (b) the greater of (x)
Citibank's base rate, (y) the federal funds rate plus 0.50% and
(z) the adjusted LIBOR for a one-month interest period plus 1.00%,
in each case, with a floor of 2.00% per annum and plus 1.75%.  The
Tranche 7 Term Loan is guaranteed by the subsidiary guarantors
that guarantee Rite Aid's indebtedness under the senior secured
credit facility and its outstanding guaranteed notes.  Rite Aid
must make mandatory prepayments of the Tranche 7 Term Loan with
the proceeds of asset dispositions and casualty events.

Rite Aid is also required to make mandatory prepayments of the
Tranche 7 Term Loan (on a pro rata basis with any other term loans
under its senior secured credit facility) with a portion of any
excess cash flow generated by Rite Aid (if certain minimum
leverage ratio targets are not met) and with the proceeds of
certain issuances of equity and debt (subject to certain
exceptions).  If at any time the total credit exposure outstanding
under Rite Aid's senior secured credit facility and the principal
amount of Rite Aid's other senior obligations exceeds the
borrowing base, Rite Aid will be required to make certain other
mandatory prepayments to eliminate such shortfall.

A copy of the Amendment and Restatement Agreement dated as of
March 14, 2014, relating to the Credit Agreement dated as of
June 27, 2001, as amended and restated as of Feb. 21, 2013, among
Rite Aid Corporation, the lenders from time to time party thereto,
and Citicorp North America, Inc., as administrative agent and
collateral processing agent, is available for free at:

                         http://is.gd/ZZn8yy

                         About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia.

Rite Aid disclosed net income of $118.10 million on $25.39 billion
of revenue for the year ended March 2, 2013, as compared with a
net loss of $368.57 million on $26.12 billion of revenue for the
year ended March 2, 2012.

As of Nov. 30, 2013, the Company had $7.13 billion in total
assets, $9.36 billion in total liabilities and a $2.22 billion
total stockholders' deficit.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

As reported by the TCR on Oct. 2, 2013, Standard & Poor's Ratings
Services said it raised its ratings on Rite Aid Corp., including
the corporate credit rating, which S&P raised to 'B' from 'B-'.


SALON MEDIA: Stockholders Elect Six Directors
---------------------------------------------
Salon Media Group, Inc., held its 2014 annual meeting of
stockholders on March 13, 2014, at which the stockholders:

   * approved the Amended and Restated Certificate of
     Incorporation and a corresponding amendment to the Bylaws;

   * elected the six directors nominated by the Board of
     Directors, namely: Cynthia Jeffers, John Warnock,
     Deepak Desai, William Hambrecht, George Hirsch, and
     James Rosenfield;

   * approved the 2014 Stock Incentive Plan;

   * approved the Reverse Stock Split;

   * approved, on an advisory basis, the Company's executive
     compensation;

   * voted, on an advisory basis, to hold an advisory vote on the
     Company's executive compensation each year; and

   * ratified the appointment of Burr, Pilger & Mayer LLP as the
     Company's independent registered public accounting firm.

The purpose of restating the Company's existing Restated
Certificate of Incorporation was primarily to declassify the Board
of Directors and to provide for the annual election of directors.
The Restated Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on March 14, 2014.

                          About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.

For the 12 months ended March 31, 2013, the Company had a net loss
of $3.93 million on $3.64 million of net revenues, as compared
with a net loss of $4.09 million on $3.47 million of net revenues
for the same period a year ago.

The Company's balance sheet at Dec. 31, 2013, showed $2.41 million
in total assets, $4.70 million in total liabilities and a $2.29
million total stockholders' deficit.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company has suffered recurring
losses and negative cash flows from operations and has an
accumulated deficit of $112.5 million at March 31, 2012, which
raise substantial doubt about the Company's ability to continue as
a going concern.


SHAR ENTERPRISES: Case Summary & Unsecured Creditor
---------------------------------------------------
Debtor: Shar Enterprises of Chicago LLC
        2085 Hawthorne Ave.
        Melrose Park, IL 60160-1105

Case No.: 14-12299

Chapter 11 Petition Date: April 2, 2014

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Jack B. Schmetterer

Debtor's Counsel: Arthur G Simon, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S Lasalle St Suite 3705
                  Chicago, IL 60603
                  Tel: 312 641-6777
                  Fax: 312 641-7114
                  Email: asimon@craneheyman.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Sharon Kirby, manager.

The Debtor listed Loftus & Loftus, Ltd., as its largest unsecured
creditor holding a claim of $4,357.


SIGNODE INDUSTRIAL: S&P Rates $750MM Sr. Unsecured Notes 'CCC+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue
rating to Signode Industrial Group Lux S.A. (Signode) and Signode
Industrial Group US Inc.'s proposed $750 million senior unsecured
notes due 2022.  The recovery rating on this debt is '6',
indicating S&P's expectation for a negligible recovery (0%-10%) in
the event of a payment default.

S&P expects the companies to use the proceeds from the new notes
to fund The Carlyle Group's acquisition of the Signode Industrial
Group business from Illinois Tool Works Inc. through Vault Bermuda
Holding Co. Ltd. and various other newly formed subsidiaries,
including Signode.  The acquisition will also be funded with
proceeds from a $2.15 billion senior secured credit facility.

S&P's assessment of Signode's business risk profile as "fair"
reflects its good position in the bulk industrial packaging market
offset by its exposure to cyclical end markets such as metals and
nonresidential construction.  S&P views the company's financial
risk profile as "highly leveraged."  Pro forma for the
transaction, debt to EBITDA will be more than 6x.

RATINGS LIST

Signode Industrial Group Lux S.A.
Corporate Credit Rating                          B/Stable/--

New Rating
Signode Industrial Group Lux S.A.
Signode Industrial Group US Inc.
$750 million senior unsecured notes due 2022     CCC+
  Recovery Rating                                 6


SIGNODE INDUSTRIAL: Moody's Rates New Sr. Unsecured Notes 'Caa1'
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the proposed
senior unsecured notes of Signode Industrial Group US Inc.
Additionally, Moody's affirmed the company's B2 Corporate Family,
B2-PD Probability of default and all other ratings. The ratings
outlook is stable. Proceeds from the new debt raised will be used
to fund the acquisition of Signode Industrial Group, pay fees and
expenses associated with the transaction, and fund working capital
and general corporate purposes.

On February 6, 2014, The Carlyle Group entered into an agreement
to acquire Signode, a segment of Illinois Tools Works. The
transaction is supported by a total proforma capitalization of
$3.4 billion (including fees and expense) including an $885
million equity investment by Carlyle. The equity investment is not
expected to have a dividend, PIK or accrete. The transaction is
expected to close in the second quarter of 2014.

Moody's took the following actions:

Signode Industrial Group US Inc.

  Affirmed corporate family rating, B2

  Affirmed probability of default rating, B2-PD

Signode Industrial Group US Inc. and co-borrower Signode
Industrial Group Lux S.A.

  Assigned $750 million senior unsecured notes due 2022, Caa1
  (LGD5, 89%)

  Affirmed $1,350 million senior secured Term Loan B due 2021, B1
  (LGD3, 38%)

  Affirmed $400 million senior secured EUR Term Loan due 2021, B1
  (LGD3, 38%)

  Affirmed $400 million senior secured multicurrency credit
  facility due 2019, B1 (LGD3, 38%)

The rating outlook is stable.

The ratings are subject to the receipt and review of the final
documentation.

RATINGS RATIONALE

The B2 corporate family rating reflects weakness in certain key
credit metrics, high exposure to cyclical end markets and the
fragmented and competitive industry. The rating also reflects the
risks in the company's cost cutting initiative, the lack of
operating history as a standalone entity and projected weak free
cash flow through 2014. The company is highly levered to the
economic cycle and certain cyclical industries. Signode also has
limited cost pass-throughs for its products and cash flow will be
limited in 2014 as the company incurs separation expenses.

Strengths in the company's profile include its high margin/quality
product strategy, base of installed equipment and high percentage
of consumables. Strengths in the company's profile also include
the low customer concentration of sales and geographic diversity.
Signode focuses on producing high quality products and aftermarket
services for applications where the cost of failure is high and
accountability and reliability are paramount. The rating is also
supported by an expected increase in free cash flow in 2015 after
separation costs are paid in 2014 and the company's pledge to
direct all free cash flow to debt reduction. The company has also
advised that it will not pursue an acquisition strategy.

The ratings could be downgraded if there is deterioration in
credit metrics, liquidity or the competitive and operating
environment. The ratings could also be downgraded if the company
undertakes any significant acquisition. Specifically, the ratings
could be downgraded if the company fails to improve debt to EBITDA
to below 6.2 times, EBIT to interest expense declines below 1.3
times, or free cash flow to debt declines below the positive low-
single digits.

The rating could be upgraded if Signode sustainably improves its
credit metrics within the context of a stable operating and
competitive environment, while maintaining adequate liquidity
including ample cushion under financial covenants. Specifically,
the company would need to improve debt to EBITDA to below 5.5
times, maintain EBIT to interest expense of over 1.7 times and
improve free cash flow to debt to above 5.7% while maintaining an
EBIT margin in the low double digits.

Signode Industrial Group is a global manufacturer of industrial
packaging products and solutions. The company operates in three
segments which include strap packaging (63% of 2013 revenue),
protective packaging (22%) and stretch packaging (15%). Primary
raw materials are plastic resins (PET / PP), steel, recycled
products, and paper. The company generated revenues of
approximately $2.4 billion for the 12 months ended December 31,
2013.


SIMPLEXITY LLC: Hires Young Conaway as Bankruptcy Counsel
---------------------------------------------------------
Simplexity, LLC asks the U.S. Bankruptcy Court for permission to
employ Young Conaway Stagatt & Taylor, LLP as bankruptcy counsel.

Robert S. Brady, Esq., attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm's rates are:

     Professional                         Rates
     ------------                         -----
     Robert S. Brady                      $765/hr
     Edmon L. Morton                      $625/hr
     Sean M. Beach                        $585/hr
     Kenneth J. Enos                      $430/hr
     Justin P. Duda                       $350/hr
     Beth Olivere                         $155/hr

The proposed counsel can be reached at:

         Robert S. Brady, Esq.
         Edmon L. Morton, Esq.
         Kenneth J. Enos, Esq.
         Justin P. Duda, Esq.
         Rodney Square
         1000 North King Street
         Wilmington, Delaware 19801
         Tel: (302) 571-6600
         Fax: (302) 571-1253

                     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.


SIMPLEXITY LLC: Taps Prime Clerk as Claims & Noticing Agent
-----------------------------------------------------------
Simplexity, LLC asks the U.S. Bankruptcy Court to for permission
employ Prime Clerk LLC as claims and noticing agent.

Howard A. Blaustein attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm's rates are:

    Professional                Rates
    ------------                -----
    Analyst                      $45/hr
    Technology Consultant       $130/hr
    Consultant                  $140/hr
    Senior Consultant           $170/hr
    Director                    $195/hr
    Solicitation Consultant     $170/hr
    Director of Solicitation    $195/hr

Objections to the motion must be submitted before April 8, 2014.

Hearing on the motion is set for April 21, 2014, at 10:00 a.m. at
U.S. Bankruptcy Court, District of Delaware, 824 N. Market Street,
6th floor, Courtroom No. 3, Wilmington, Delaware 19801.

                     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.


SMHC LLC: Case Summary & Unsecured Creditor
-------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy cases:

     Debtor                                           Case No.
     ------                                           --------
     SMHC LLC                                         14-45579
        dba Sugar Tree MHC
        dba Fawn Lake Estates
        dba North Bay Harbor Club
        dba Loon Lake
        dba Swartz Creek Estates
        dba Lake Fenton Manufactured Home Community
        dba East Bay MHC
        dba Scofield Management
        dba South Valley Estates
     PO Box 430
     Avoca, MI 48006

     Value Homes, LLC                                  14-45581

Case No.: 14-45579

Type of Business: Owner and operator of eight manufactured home
                  parks in the southern half of Michigan's Lower
                  Peninsula.

Chapter 11 Petition Date: April 1, 2014

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Marci B McIvor

Debtor's Counsel: Jason W. Bank, Esq.
                  KERR, RUSSELL AND WEBER, PLC
                  500 Woodward Avenue, Suite 2500
                  Detroit, MI 48226
                  Tel: (313) 961-0200
                  Fax: (313) 961-0388
                  Email: jbank@kerr-russell.com

                    - and -

                  Daniel G. Byrne, Esq.
                  500 Woodward Ave., Suite 2500
                  Detroit, MI 48226
                  Tel: (313) 961-0200
                  Email: dgb2@krwlaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Ralph Scofield, member.

The Debtor listed Talmer Bank and Trust 2301 W. Big Beaver Road
Suite 525 Troy, MI, as its largest unsecured creditor holding a
claim of $15,214,072.


SOUTHLAKE MALL: Vintage Real Estate Acquires Business
------------------------------------------------------
Vintage Real Estate of Los Angeles has acquired the 1 million+
square-foot Southlake Mall in Morrow, Georgia, a suburb of
Atlanta.  Anchored by Macy's, Sears and the Morrow Center, the
city's events venue, the mall posts annual sales of over $100
million.  It serves the South Atlanta trade area of nearly 1
million shoppers and is 90 percent occupied by such national
retailers as Victoria's Secret, American Eagle Outfitters,
Footlocker, Helzberg Diamonds, Aeropostale, Bath and Body Works,
Finish Line, New York & Co., Children's Place, City Gear, DTLR,
Kay Jewelers, rue21 and Express.

"Southlake Mall already benefits from a great tenant line-up and
tremendous freeway visibility in a growing market with impressive
leadership," said Fred Sands, Chairman of Vintage Real Estate.
"We have the capital and experience to transform it into a
thriving and popular destination for the Atlanta Metro Area."

Vintage has immediate plans for significant capital investments to
bring in new tenants and restaurants and upgrade the common areas
in Southlake Mall.  "We will create an exciting new center court
for fashion, food and fun," said Mr. Sands.  Vintage will
redevelop the adjacent 160,000-square-foot building vacated by
JCPenney in 2011 which it is under contract to purchase.  This
building, visible from I-75, opens directly into the mall's center
court.  "We plan to completely transform this space and bring in
tenants currently missing from the mall's ideal merchandising mix
such as fashion retailers and popular restaurants," noted Sands.

Southlake Mall, located at 1000 Southlake Circle, sits on 100
acres at the intersection of Interstate I-75 and Jonesboro
Road/Mt. Zion Rd, and is 14 miles from downtown Atlanta and 11
miles from the Hartsfield-Jackson International Airport, one of
the nation's busiest hubs.  It stands as the primary shopping
destination in an established retail corridor that includes major
national retailers, Costco, Home Depot, Burlington Coat Factory,
AMC Cinemas 24, Best Buy, TJMaxx, Pet Smart, Old Navy, Barnes &
Noble and Publix.

General Growth Properties, who filed for bankruptcy in April 2009,
bought the mall in 1997 and renovated it in 1999.  In 2007,
General Growth Properties placed $100 million of debt on the
property.  The lender foreclosed on the mall in February 2013.
Vintage Real Estate has a proven track record of turning around
troubled shopping centers, making them great community assets
through well planned and executed redevelopment, management and
operations including marketing and leasing.

Foreclosed regional malls such as Southlake Mall typically endure
a several-year period of capital constraint leading up to and
during the foreclosure process, Sands pointed out.  Vintage sees
an opportunity to make significant physical renovations and
operational improvements at Southlake Mall which will dramatically
improve the customer shopping experience, increase foot-traffic
and tenant sales and ultimately create jobs for the surrounding
community.

Mr. Sands indicated that the company is looking at other
acquisition opportunities across the country, "We have the capital
and the team to reposition and reinvigorate troubled regional
malls.  Sellers and brokers know that we do what we say and say
what we do.  If they want a reasonable surety of closing, they
call us."

This is the first retail property investment in Georgia for
Vintage that has been one of the largest purchasers of regional
malls in the nation over the last few years.  In addition to
Southlake Mall, Vintage acquired the 700,000-square-foot Mall at
Whitney Field in Leominster (Boston), Massachusetts in May 2013
where it is adding a 66,000-square-foot Burlington Coat Factory.
Vintage also acquired the 407,000-square-foot Heritage Mall in
Albany, Oregon in December 2012 where it is adding a 62,000-
square-foot Hobby Lobby, the retailer's first store in Oregon.
Moreover, the company is underway on the expansion and renovation
of The Village at Nellie Gail Ranch, a 100,000-square-foot grocery
anchored shopping center in Laguna Hills, California, home to the
first Fresh Market grocery in Southern California.  Vintage is
also renovating its 1.1 million-square-foot SouthBay Pavilion Mall
in Carson, California, adding a 13-screen Cinemark stadium seating
theatre and several new fashion retailers, jewelers and
restaurants.  Furthermore, Vintage is opening a new 46,000-square-
foot Sportsman's Warehouse and new 23,000-square-foot Marshall's
at its Wenatchee Valley Mall in Wenatchee, Washington which will
complement its existing roster of national retailers that include
Macy's, Ross Dress for Less, and Bed Bath & Beyond.

Mr. Sands indicated that the goal for Vintage Real Estate is to
acquire three or four malls or shopping centers per year.  He
stated, "We have a great broker network and we make sure to
support them on any off-market opportunities.  After all, those
are the people that are going to bring us the deals."


SPENDSMART PAYMENTS: Gets $2.2MM From Stock & Warrants Offering
---------------------------------------------------------------
The SpendSmart Payments Company entered into subscription
agreements with accredited investors pursuant to which the Company
issued 730,001 shares of its Series C Convertible Preferred Stock
and warrants to purchase 2,920,004 shares of the Company's common
stock, exercisable during the five-year period commencing on the
date of issuance at $1.10 per share.

This offering resulted in gross proceeds to the Company of
approximately $2,190,002.  Maxim Group LLC, a FINRA registered
broker-dealer, in connection with the financing received a cash
fee totaling $219,000 and will receive warrants to purchase up to
73,001 shares of common stock at an exercise price of $1.265 per
share as compensation.

The Company sold an aggregate of 4,072,426 shares of Series C
Preferred Stock and 16,289,704 Warrants while raising aggregate
gross proceeds of $12,217,186.

On March 14, 2014, the Company filed an amendment to the
Certificate to Set Forth Designations, Voting Powers, Preferences,
Limitations, Restrictions, and Relative Rights of its Series C
Convertible Preferred Stock with the Secretary of State of the
State of Colorado to amend our articles of incorporation.  The
Amendment related to increasing the total number of Series C
Preferred Stock authorized to be issued to 4,299,081 in the
aggregate.

Additional information is available for free at:

                        http://is.gd/Z6DBJu

                          About SpendSmart

San Diego, Cal.-based The SpendSmart Payments Company is a
Colorado corporation.  Through the Company's subsidiary
incorporated in the state of California, The SpendSmart Payments
Company, the Company issues and services prepaid cards marketed to
young people and their parents.  The Company is a publicly traded
company trading on the OTC Bulletin Board under the symbol "SSPC."

The Spendsmart Payments incurred a net loss and comprehensive loss
of $12.58 million on $1.02 million of revenues for the year ended
Sept. 30, 2013, as compared with a net loss and comprehensive loss
of $21.09 million on $1 million of revenues during the prior year.

As of Sept. 30, 2013, the Company had $1.27 million in total
assets, $1.39 million in total liabilities, all current, and a
$123,174 total stockholders' deficit.

EisnerAmper LLP, in Iselin, New Jersey, 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 incurred net losses since inception and has an
accumulated deficit at Sept. 30, 2013.  These factors among others
raise substantial doubt about the ability of the Company to
continue as a going concern.


SPLISH SPLASH: Case Summary & 13 Unsecured Creditors
----------------------------------------------------
Debtor: Splish Splash Car Wash, Inc.
        3295 Morrow Road
        Birmingham, AL 35235

Case No.: 14-01285

Chapter 11 Petition Date: April 2, 2014

Court: United States Bankruptcy Court
       Northern District of Alabama (Birmingham)

Judge: Hon. Tamara O Mitchell

Debtor's Counsel: Walter F McArdle, Esq.
                  SPAIN & GILLION, LLC
                  2117 Second Avenue N
                  Birmingham, AL 35203
                  Tel: 205 581-6295
                  Email: wfm@spain-gillon.com

Total Assets: $2.04 million

Total Liabilities: $1.02 million

The petition was signed by Daniel S. Foster, president.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/alnb14-1285.pdf


TANDY BRANDS: Tiger Group Puts Up Assets for Sale
-------------------------------------------------
Tiger Group's Remarketing Services Division is auctioning late-
model material handling equipment; contemporary office
furnishings; data capture, network, server and telecommunications
equipment; complete cafeteria, fitness center and other assets
from the corporate headquarters and distribution center of
bankrupt fashion accessories manufacturer and marketer Tandy
Brands Accessories, Inc.  Tiger is conducting the sale in
cooperation with Reich Brothers.

Bidding was set to open on April 2 for the former assets of the
company at www.SoldTiger.com and will close in rapid succession,
live auction style, on Thursday, April 10 at 10:30 a.m. (CT).  The
assets will be available for inspection at 3631 W Davis St.,
Dallas, on Wednesday, April 9, from 10:00 a.m. to 4:00 p.m. (CT).

Tandy's fashion accessories were marketed under well-known
licensed and brand names, including Sperry Top-Sider, Eddie Bauer,
Totes, The Sharper Image, Eileen West, as well as private brands.
An involuntary Chapter 7 filing on behalf of certain Tandy
creditors was filed on March 11, 2014 in the Texas Northern
Bankruptcy Court (case number 3:14-bk-31252).

"Bidders will have a unique opportunity to acquire an array of
office and distribution center assets at competitive prices during
this event," said Jeff Tanenbaum, president of Tiger Remarketing
Services.  "Distribution companies seeking to upgrade their
facilities or any business that wishes to spruce up its offices or
upgrade its networking and telecommunications backbone will find
tremendous buying opportunities at this sale."

Rolling stock and warehouse support items being sold include two
Raymond standup reachlifts; four electric turret trucks; five
order pickers; Clark and Mitsubishi Electric three-wheel
forklifts; three electric walk-behind pallet jacks; and a Skyjack
3220 scissor lift.  Also available are Ingersoll-Rand compressors;
a Zeks air dryer; more than 40 pallet jacks, hand trucks and
dollies; Intermec SR61, Motorola WT490 and MC9090 hand-held bar
code scanners; and flexible conveyors.

Networking and telecom equipment being auctioned include Dell
PowerEdge 510, 410 and 310 servers; HP ProLiant DL380 and DL360
servers; as well as EMC SAN and APC UPS systems.  Also up for bid
are more than 75 Cisco IP 7906, 7816, 7825 and 7828 phones, and a
complete Cisco model 7937 Unified IP Conference Station with Cisco
VOIP Spider phones.

Available IT equipment includes more than 60 Apple, HP & Toshiba
Laptops; more than 50 Apple, HP, Dell and Asus computers; and Acer
and Dell monitors. Konica Minolta Bizhub, Canon, HP LaserJet and
other copiers, printers, large-format printers, laminators and
binding equipment will also be available.  Photographic equipment
for sale includes Canon EOS 7D and 3D digital SLR cameras and
lenses, Sony DSLR cameras, and Manfroto tripods.

Office furnishings available for purchase include complete
conference and training rooms; ergonomic and leather seating;
modular AllSteel workstations; reception, guest and break room
furniture; flat panel HDTVs; contemporary art and sports
memorabilia prints; lateral and vertical file cabinets; and
Infocus and Sharp projectors.  Cafeteria furnishings and equipment
being offered include tables and chairs, True and Frigidaire
stainless steel commercial refrigerators and freezers, microwaves,
commercial ice maker, coffee makers and other equipment.

Exercise equipment being offered includes Precor treadmills, an
elliptical, a life cycle, free weights, dumbbells and weight
machines.

For a full description of the assets being auctioned and details
on how to bid, visit: www.SoldTiger.com

                        About Tandy Brands

Headquartered in Dallas, Texas, Tandy Brands --
http://www.tandybrands.com-- is a designer and marketer of
branded men's, women's and children's accessories, including
belts, gifts, small leather goods and bags.  Merchandise is
marketed under various national as well as private brand names
through all major retail distribution channels.


TRANSGENOMIC INC: Dr. Michael Luther Joins Board of Directors
-------------------------------------------------------------
Michael A. Luther, Ph.D., was appointed to Transgenomic, Inc.,'s
Board of Directors.  Dr. Luther will also become a member of the
Board's audit committee.  His appointment became effective
March 13, 2014.

"Dr. Luther brings a unique combination of scientific expertise,
practical business experience, and effective leadership, and we
are honored to welcome him to the Transgenomic Board," said Rodney
S. Markin, M.D., Ph.D., Chairman of Transgenomic.  "We believe
Michael's contributions will be invaluable as we continue to
implement our strategic growth initiatives and advance our
molecular diagnostic tests in the personalized medicine
marketplace."

"I am excited to join the Transgenomic Board during this period of
strategic transformation," said Dr. Luther.  "Molecular
diagnostics will play an integral role in the future of healthcare
and Transgenomic is well-positioned to become a leader in
personalized medicine.  The Company has cutting-edge technology
platforms, deep technical expertise, and an excellent management
team.  I look forward to working with the entire team and playing
a role in the advancement of its portfolio of medically important
genetic tests."

Dr. Luther brings over 25 years of business experience to
Transgenomic.  He currently serves as senior vice president of
Discovery and Development at Albany Molecular Research, Inc.
(AMRI), a publicly-traded, global pharma services organization
that provides discovery, development, and manufacturing to the
biopharmaceutical industry.  Dr. Luther joined AMRI from Charles
River Laboratories where he served as corporate vice president of
Global Discovery Research Services.  Before joining Charles River
Laboratories, he was President and a member of the Board of
Directors of the David H. Murdock Research Institute.  Previously,
he held executive and managerial positions at Merck and
GlaxoSmithkline.

Dr. Luther earned his Ph.D. in biochemistry from the St. Louis
University School of Medicine; an M.B.A. from Duke University,
Fuqua School of Business; and a B.Sc. in biology and chemistry
from North Carolina State University.  Dr. Luther has authored
numerous scientific papers and has served on Boards of Directors
for both academic and industry trade organizations, including the
Chagas Disease Foundation, and the College of Life Sciences
Research Foundation at North Carolina State University. He is also
a Director for Islet Sciences.

In connection with his election to the Board, on March 13, 2014,
Dr. Luther was granted an option to purchase 5,000 shares of
Transgenomic's common stock with an exercise price of $5.68, which
will vest in full on the one-year anniversary of the date of
grant, subject to Dr. Luther's continued service with Transgenomic
through the vesting date.  As a non-employee director, Dr. Luther
will be entitled to receive an annual retainer of $20,000 for his
service on the Board and an additional annual retainer of $2,500
for his service on the Audit Committee, each in accordance with
Transgenomic's non-employee director compensation program, as
disclosed under "Director Compensation" in Transgenomic's
definitive proxy statement for its 2013 Annual Meeting of
Stockholders on Schedule 14A, filed with the Securities and
Exchange Commission on April 25, 2013.

Additional information is available for free at:

                        http://is.gd/yRrle7

                         About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

Transgenomic incurred a net loss of $8.32 million in 2012, a net
loss of $9.78 million in 2011 and a net loss of $3.13 million in
2010.  The Company's balance sheet at Sept. 30, 2013, showed
$33.18 million in total assets, $17.78 million in total
liabilities and $15.39 million in total stockholders' equity.

As reported by the TCR on Feb. 13, 2013, Transgenomic entered into
a forbearance agreement with Dogwood Pharmaceuticals, Inc., a
wholly owned subsidiary of Forest Laboratories, Inc., and
successor-in-interest to PGxHealth, LLC, with an effective date of
Dec. 31, 2012.


TRONOX INC: Anadarko Settles Lawsuit for $5.15 Billion
------------------------------------------------------
Anadarko Petroleum Corporation has entered into an agreement with
the plaintiffs in the Tronox Adversary Proceeding to resolve all
claims against Kerr-McGee Corporation and certain of its
subsidiaries and affiliates, which stemmed from alleged actions by
Kerr-McGee prior to its acquisition by Anadarko in 2006. Kerr-
McGee is now a wholly owned subsidiary of Anadarko.

"This settlement agreement with the Litigation Trust and the U.S.
Government eliminates the uncertainty this dispute has created,
and the proceeds will fund the remediation and cleanup of the
legacy environmental liabilities and tort claims," Anadarko
Chairman, President and CEO Al Walker, said in a statement.
"Investor focus can now return to the tremendous value embedded in
Anadarko's asset base, allowing our peer-leading operational and
exploration results to again become the basis for valuation. We
are grateful to our stakeholders who have maintained their
confidence and trust in our people and our assets."

In exchange for a complete release of all claims asserted against
Kerr-McGee, Anadarko has agreed to pay a total of $5.15 billion to
the plaintiffs, which represents a principal sum of approximately
$3.98 billion and 6-percent interest thereon from the filing of
the complaint in May 2009. Under the terms of the settlement
agreement, the Litigation Trust and Kerr-McGee have agreed to
mutually release claims against each other, and the U.S.
Government and Kerr-McGee have provided mutual covenants not to
sue. The U.S. Government also will provide contribution protection
from third-party claims seeking reimbursement from Kerr-McGee at
more than 4,000 sites covered by the covenants.

The settlement agreement is subject to recommendation by the U.S.
Bankruptcy Court and approval of the U.S. District Court, both in
the Southern District of New York, and the issuance of an
injunction barring similar claims from being asserted by third
parties.

"As we highlighted during our recent investor conference,
Anadarko's employees have continued to deliver remarkable results
that have not been fully recognized by the equity markets due to
the potential implications of this case. Together with our
efficient allocation of capital and active portfolio management,
the company's industry-leading exploration success and strong,
transparent, and sustainable growth metrics uniquely position
Anadarko amongst its peers. We look forward to having our
exceptional results become the foundation for even greater
operating and share-price performance through the balance of this
decade and beyond," added Walker.

Anadarko expects the Tronox Adversary Proceeding to be stayed
pending final approval of the settlement agreement. The settlement
payment is to be made after the District Court's approval of the
settlement agreement and issuance of the injunction are final and
non-appealable. The claims asserted in the Tronox Adversary
Proceeding will be dismissed with prejudice after the settlement
payment is made. This process is currently expected to be
completed prior to the end of the third quarter of 2014. The
Company's significant cash position and available $5 billion
credit facility provide flexibility in funding the settlement
payment.

Anadarko expects the impact of the settlement agreement to be
reflected in its first-quarter 2014 financial statements. The
Company estimates it will record a gross tax benefit of
approximately $1.65 billion associated with the settlement, offset
by approximately $1.10 billion in uncertain tax positions,
currently resulting in a net tax benefit of approximately $550
million.

"Tronox is pleased that the environmental and tort trusts and
Anadarko Petroleum were able to have reached a settlement in this
important case.  As a result of this accord, the cleanup of the
Kerr-McGee legacy environmental damages can begin and people
injured by those actions can finally be compensated.  Tronox does
not receive any portion of the $5.15 billion settlement amount.
However, for Tronox this settlement has significant economic
value, as the company should receive billions of dollars in U.S.
federal income tax deductions as the money is spent by the
trusts," said Tronox Chairman & CEO Tom Casey.

"The tort trust for the civil suits is entitled to receive 12
percent of the $5.15 billion settlement.  Although we have no
control over it, we would anticipate that these funds will be
spent very soon after the trust is funded.  We feel that the
majority of the settlement funds earmarked for environmental
claims will be spent by the trusts over a multiyear period.  All
of the trusts involved in this litigation are considered grantor
trusts for federal income tax purposes, therefore in every year
that the trusts spend the money they received in this settlement,
Tronox should receive a tax deduction for the same amount,"
Mr. Casey added.

"We have roughly $1.4 billion of cash on our balance sheet.  And,
as I discussed in our last earnings call, we now have
approximately $10.15 billion gross U.S. and foreign tax
attributes.  In addition to the tax benefits resulting from the
Anadarko settlement, Tronox currently holds tax loss carry-
forwards totaling $3 billion of federal, state and foreign net
operating losses -- U.S. federal Net Operating Losses of $1.2
billion, U.S. state Net Operating Losses of $1.4 billion and
foreign jurisdictions Net Operating Losses of $600 million.

Tronox also holds interest expense deductions of $2 billion
resulting from U.S. borrowing activity.  These deductions can be
taken over a ten-year period subject to an annual taxable income
limitation of $200 million with unlimited carry forward of
interest disallowance due to taxable income.   We believe these
attributes position us for growth since we can produce more cash
from an earnings stream than any party that does not have these
substantial tax attributes," Mr. Casey concluded.

                           Background

Tronox was spun off from Kerr-McGee in 2005 and at that time
Kerr-McGee stripped Tronox of assets that left it without the
financial capability to settle its environmental liabilities.

As a result, the company declared bankruptcy in Jan. 2009.  As
part of its bankruptcy proceedings, Tronox, along with the United
States Government, filed suit against Kerr-McGee (subsequently
Anadarko, which acquired Kerr-McGee).  That lawsuit is the basis
of this settlement.

The bankruptcy settlement, including the transfer of the lawsuit
to the trusts, allowed Tronox to emerge from bankruptcy as a
reorganized company, free of these legacy liabilities, and to
become a global leader in the mining and processing of titanium
ore and other important minerals and the production of titanium
dioxide, a pigment used in everyday life by consumers and
industries around the world.  The company is steadfastly committed
to environmental stewardship and sustainability in all aspects of
its business operations.

                        Historic Settlement

John Hueston, a lawyer for the Tronox creditors' trust, said,
"this historic settlement follows a trial that exposed Kerr-
McGee's fraud in seeking to avoid responsibility for 85 years of
massive environmental and tort liabilities," Patrick Fitzgerald
and Daniel Gilbert, writing for The Wall Street Journal, cited.

The Journal said shares of Woodlands, Texas-based Anadarko rose
$12.55, or 14.5%, to $99.02 in 4 p.m. New York Stock Exchange
trading on April 3 because the settlement was at the bottom of the
judge's range of potential damages.

The Journal said the settlement is the largest won by the Justice
Department for cleaning up pollution, according to Deputy Attorney
General James Cole.  It exceeds the $4.5 billion BP PLC paid in
2012 to settle criminal charges related to the fatal Deepwater
Horizon rig explosion and oil spill, the Journal noted.

                          About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No.
09-10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard
M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq.,
at Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.

                        About Anadarko Inc.

Anadarko Petroleum Corporation's mission is to deliver a
competitive and sustainable rate of return to shareholders by
exploring for, acquiring and developing oil and natural gas
resources vital to the world's health and welfare.  As of year-end
2013, the company had approximately 2.79 billion barrels-
equivalent of proved reserves, making it one of the world's
largest independent exploration and production companies.  For
more information about Anadarko and APC Flash Feed updates, visit
http://www.anadarko.com/


TUSCANY INT'L: Can Hire Young Conaway as Attorneys
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Tuscany International Holdings (U.S.A.) Ltd. and its debtor-
affiliates to employ Young Conaway Stargatt & Taylor, LLP as
attorneys, nunc pro tunc to the Feb. 2, 2014 petition date.

As reported in the Troubled Company Reporter on Feb. 25, 2014, the
Debtors require Young Conaway to:

   (a) provide legal advice with respect to the Debtors' powers
       and duties as debtors-in-possession in the continued
       operation of their business and management of their
       properties, and sale of their assets;

   (b) prepare and pursue confirmation of a plan and disclosure
       statement;

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

   (d) appear in Court and to protect the interests of
       the Debtors before the Court; and

   (e) perform all other legal services for the Debtors which may
       be necessary and proper in these proceedings.

Young Conaway will be paid at these hourly rates:

       Michael R. Nestor, Partner       $695
       Kara Hammond Coyle, Partner      $460
       Ashley E. Markow, Associate      $300
       Laurel D. Roglen, Associate      $300
       Troy Bollman, Paralegal          $170

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

Young Conaway was retained to represent the Debtors in connection
with these cases pursuant to an engagement agreement dated Dec.
30, 2013.  On Jan. 28, 2014, Young Conaway received a retainer in
the amount of $100,000, as well as $2,975 for payment of filing
fees.  On Feb. 5, 2014, Young Conaway applied $86,413.80 of the
retainer to outstanding balances existing as of the petition date.
The remainder will constitute as an evergreen retainer as security
for post-petition services and expenses.

Michael R. Nestor, partner of Young Conaway, 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.

Young Conaway can be reached at:

       Michael R. Nestor, Esq.
       YOUNG CONAWAY STARGATT & TAYLOR, LLP
       Rodney Square
       1000 North King Street
       Wilmington, DE 19801
       Tel: (302) 571-6600
       Fax: (302) 571-1253
       E-mail: mnestor@ycst.com

                   About Tuscany International

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany also commenced ancillary proceedings in the Court
of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is focused on providing services to oil and natural gas operators
in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.  The Debtor disclosed $414,624,292
in assets and $207,332,530 in liabilities as of the Chapter 11
filing.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon,
Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and
Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq.,
and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel.
FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief
restructuring officer.  Prime Clerk LLC is the claims and notice
agent, and administrative agent.  McCarthy Tetrautt LLP is the
special Canadian counsel.  Deloitte & Touche LLP provides tax
services.

The Debtors' plan of reorganization dated March 3, 2014, proposes
that a newly-formed entity organized by certain prepetition
lenders will credit bid a principal amount of the Prepetition
Credit Agreement Claims or DIP Facility Claims to be determined in
exchange for all or substantially all of the assets of the HoldCo.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed in the Debtors' cases.

An Official Committee of Equity Security Holders has been
appointed in the case.  The Equity Committee has tapped as
bankruptcy counsel Adam G. Landis, Esq., Kerri K. Mumford, Esq.,
James S. Green Jr., Esq., J. Landon Ellis, Esq., and Joseph D.
Wright, Esq., at Landis Rath & Cobb LLP.


TUSCANY INT'L: Court Okays McCarthy Tetrault as Canadian Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Tuscany International Holdings (U.S.A.) Ltd. and its debtor-
affiliates to employ McCarthy Tetrault LLP as their Canadian
counsel, nunc pro tunc to the Feb. 2, 2014 petition date, to
provide these professional services:

   (a) provide legal services in connection with seeking
       recognition under and pursuant to section 46 of the
       Companies' Creditors Arrangement Act by the Court of the
       Queen's Bench of Alberta, Judicial District of Alberta of
       the Chapter 11 proceedings commenced by the Debtors in the
       U.S. Bankruptcy Court for the District of Delaware; and

   (b) provide legal services which are reasonably necessary and
       appropriate to carry out the seeking of recognition,
       including, without limitation, advice and representation
       as it pertains to matters of Canadian law affecting the
       Debtors in connection with the Chapter 11 proceedings.

As reported in the Troubled Company Reporter on Feb. 25, 2014,
McCarthy Tetrault will be paid at these hourly rates:

       Partners                 C$500 - C$1,070
       Associates               C$375 - C$520

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

Sean Collins, partner of McCarthy Tetrault, 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.

As set forth in the Collins Declaration, during the 90 days prior
to the Petition Date, McCarthy Tetrault received payment from the
Debtors for professional services rendered in the ordinary course
of business in the aggregate amount of C$1,115,070.50 in fees and
C$52,411.90 in expenses, for a total of C$1,225,849.35 including
applicable taxes.

McCarthy Tetrault can be reached at:

       Sean Collins, Esq.
       McCARTHY TETRAULT LLP
       Suite 3300, 421 7th Avenue SW
       Calgary AB T2P 4K9
       Tel: (403) 260-3500
       Fax: (403) 260-3501

                   About Tuscany International

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany also commenced ancillary proceedings in the Court
of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.  The Debtor disclosed $414,624,292
in assets and $207,332,530 in liabilities as of the Chapter 11
filing.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon,
Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and
Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq.,
and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel.
FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief
restructuring officer.  Prime Clerk LLC is the claims and notice
agent, and administrative agent.  McCarthy Tetrautt LLP is the
special Canadian counsel.  Deloitte & Touche LLP provides tax
services.

The Debtors' plan of reorganization dated March 3, 2014, proposes
that a newly-formed entity organized by certain prepetition
lenders will credit bid a principal amount of the Prepetition
Credit Agreement Claims or DIP Facility Claims to be determined in
exchange for all or substantially all of the assets of the HoldCo.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed in the Debtors' cases.

An Official Committee of Equity Security Holders has been
appointed in the case.  The Equity Committee has tapped as
bankruptcy counsel Adam G. Landis, Esq., Kerri K. Mumford, Esq.,
James S. Green Jr., Esq., J. Landon Ellis, Esq., and Joseph D.
Wright, Esq., at Landis Rath & Cobb LLP.


TUSCANY INT'L: Gets Court Okay to Hire Latham as Co-Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Tuscany International Holdings (U.S.A.) Ltd. and its debtor-
affiliates to employ Latham & Watkins LLP as bankruptcy co-
counsel, nunc pro tunc to the Feb. 2, 2014 petition date.

As reported in the Troubled Company Reporter on Feb. 25, 2014, the
Debtors require Latham & Watkins to:

   (a) advise the Debtors with respect to their powers and duties
       as debtors in possession in the continued management and
       operation of their businesses and properties;

   (b) attend meetings and negotiating with representatives of
       creditors, interest holders, and other parties in
       interest;

   (c) analyze proofs of claim filed against the Debtors and
       potential objections to such claims;

   (d) analyze executory contracts and unexpired leases and
       potential assumptions, assignments, or rejections of such
       contracts and leases;

   (e) take all necessary action to protect and preserve the
       Debtors' estates, including prosecuting actions on the
       Debtors' behalf, defending any action commenced against
       the Debtors, and representing the Debtors' interests in
       negotiations concerning litigation in which the Debtors
       are involved, including objections to claims filed against
       the estates;

   (f) prepare motion, applications, answers, orders, reports,
       and papers necessary to the administration of the Debtors'
       estates;

   (g) take necessary action on behalf of the Debtors to
       negotiate, prepare, and obtain approval of a disclosure
       statement and confirmation of a plan of reorganization;

   (h) advise the Debtors in connection with any potential sale
       of assets or stock and taking necessary action to guide
       the Debtors through such potential sale;

   (i) appear before this Court or any Appellate Courts and
       protecting the interests of the Debtors' estates before
       those Courts and the U.S. Trustee;

   (j) advise on corporate, litigation, environmental, finance,
       tax, employee benefits, and other legal matters; and

   (k) perform all other necessary legal services for the Debtors
       in connection with the Chapter 11 cases.

Latham & Watkins will be paid at these hourly rates:

       Associates                     $395-$855
       Counsel                        $850-$1,295
       Partners                       $875-$1,275
       Paraprofessionals              $175-$810

Latham & Watkins also will be reimbursed for reasonable out-of-
pocket expenses incurred.

As of the petition date, the Debtors did not owe Latham & Watkins
any amounts for legal services rendered before the petition date.
During the one-year prior to the petition date, Latham & Watkins
received $1,114,382.33 in total compensation from the Debtors for
fees and expenses.  In the 90 days prior to the petition date,
Latham & Watkins received the same amount, $1,114,382.33, in total
compensation from the Debtors for fees and expenses.

Mitchell A. Seider, partner of Latham & Watkins, 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.

Latham & Watkins can be reached at:

       Mitchell A. Seider, Esq.
       LATHAM & WATKINS LLP
       885 Third Avenue
       New York, NY 10022-4834
       Tel: (212) 906-1200
       Fax: (212) 751-4864
       E-mail: mitchell.seider@lw.com

                   About Tuscany International

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany also commenced ancillary proceedings in the Court
of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.  The Debtor disclosed $414,624,292
in assets and $207,332,530 in liabilities as of the Chapter 11
filing.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon,
Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and
Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq.,
and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel.
FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief
restructuring officer.  Prime Clerk LLC is the claims and notice
agent, and administrative agent.  McCarthy Tetrautt LLP is the
special Canadian counsel.  Deloitte & Touche LLP provides tax
services.

The Debtors' plan of reorganization dated March 3, 2014, proposes
that a newly-formed entity organized by certain prepetition
lenders will credit bid a principal amount of the Prepetition
Credit Agreement Claims or DIP Facility Claims to be determined in
exchange for all or substantially all of the assets of the HoldCo.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed in the Debtors' cases.

An Official Committee of Equity Security Holders has been
appointed in the case.  The Equity Committee has tapped as
bankruptcy counsel Adam G. Landis, Esq., Kerri K. Mumford, Esq.,
James S. Green Jr., Esq., J. Landon Ellis, Esq., and Joseph D.
Wright, Esq., at Landis Rath & Cobb LLP.


TUSCANY INT'L: Reports Fourth Quarter & Year-End 2013 Results
-------------------------------------------------------------
Tuscany International Drilling Inc. on April 2 announced its
fourth quarter and year-end 2013 results.  The audited
consolidated financial statements of the Company for the year
ended December 31, 2013 and the related management's discussion
and analysis have been filed under the Company's profile on the
SEDAR website at www.sedar.com

For information on developments concerning and documents relating
to the Company's previously announced proceedings under Chapter 11
of the United States Bankruptcy Code, please refer to the website
of Prime Clerk LLC, the administrative advisor, at
http://cases.primeclerk.com/tuscany/

                    About Tuscany International

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany also commenced ancillary proceedings in the Court
of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.  The Debtor disclosed $414,624,292
in assets and $207,332,530 in liabilities as of the Chapter 11
filing.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon,
Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and
Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq.,
and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel.
FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief
restructuring officer.  Prime Clerk LLC is the claims and notice
agent, and administrative agent.  McCarthy Tetrautt LLP is the
special Canadian counsel.  Deloitte & Touche LLP provides tax
services.

The Debtors' plan of reorganization dated March 3, 2014, proposes
that a newly-formed entity organized by certain prepetition
lenders will credit bid a principal amount of the Prepetition
Credit Agreement Claims or DIP Facility Claims to be determined in
exchange for all or substantially all of the assets of the HoldCo.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed in the Debtors' cases.

An Official Committee of Equity Security Holders has been
appointed in the case.  The Equity Committee has tapped as
bankruptcy counsel Adam G. Landis, Esq., Kerri K. Mumford, Esq.,
James S. Green Jr., Esq., J. Landon Ellis, Esq., and Joseph D.
Wright, Esq., at Landis Rath & Cobb LLP.


UBS COMMERCIAL 2012-C1: Moody's Affirms B2 Rating on Cl. F Certs
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 12 classes of
UBS Commercial Mortgage Trust 2012-C1, Commercial Mortgage Pass-
Through Certificates, Series 2012-C1 as follows:

Cl. A-1, Affirmed Aaa (sf); previously on Apr 11, 2013 Affirmed
Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Apr 11, 2013 Affirmed
Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Apr 11, 2013 Affirmed
Aaa (sf)

Cl. A-AB, Affirmed Aaa (sf); previously on Apr 11, 2013 Affirmed
Aaa (sf)

Cl. A-S, Affirmed Aaa (sf); previously on Apr 11, 2013 Affirmed
Aaa (sf)

Cl. B, Affirmed Aa2 (sf); previously on Apr 11, 2013 Affirmed Aa2
(sf)

Cl. C, Affirmed A2 (sf); previously on Apr 11, 2013 Affirmed A2
(sf)

Cl. D, Affirmed Baa3 (sf); previously on Apr 11, 2013 Affirmed
Baa3 (sf)

Cl. E, Affirmed Ba2 (sf); previously on Apr 11, 2013 Affirmed Ba2
(sf)

Cl. F, Affirmed B2 (sf); previously on Apr 11, 2013 Affirmed B2
(sf)

Cl. X-A, Affirmed Aaa (sf); previously on Apr 11, 2013 Affirmed
Aaa (sf)

Cl. X-B, Affirmed Ba3 (sf); previously on Apr 11, 2013 Affirmed
Ba3 (sf)

RATINGS RATIONALE

The ratings on the P&I classes were affirmed because the
transaction's key metrics, including Moody's loan-to-value (LTV)
ratio, Moody's stressed debt service coverage ratio (DSCR) and the
transaction's Herfindahl Index (Herf), are within acceptable
ranges.

The ratings on the IO classes, Classes X-A and X-B, were affirmed
based on the credit performance (or the weighted average rating
factor or WARF) of their referenced classes.

Moody's rating action reflects a base expected loss of 2.5% of the
current balance, compared to 2.3% at Moody's last review. Moody's
base expected loss plus realized losses is now 2.5% of the
original pooled balance, compared to 2.3% at the last review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING:

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

Factors that could lead to an upgrade of the ratings include a
significant amount of loan paydowns or amortization, an increase
in the pool's share of defeasance or an improvement in pool
performance.

Factors that could lead to a downgrade of the ratings include a
decline in the performance of the pool, loan concentration, an
increase in realized and expected losses from specially serviced
and troubled loans or interest shortfalls.

DESCRIPTION OF MODELS USED

Moody's review used the excel-based CMBS Conduit Model v 2.64,
which it uses for both conduit and fusion transactions. Conduit
model results at the Aa2 (sf) level are driven by property type,
Moody's actual and stressed DSCR, and Moody's property quality
grade (which reflects the capitalization rate Moody's uses to
estimate Moody's value). Conduit model results at the B2 (sf)
level are based on a paydown analysis using the individual loan-
level Moody's LTV ratio. Moody's may consider other concentrations
and correlations in its analysis. Based on the model pooled credit
enhancement levels of Aa2 (sf) and B2 (sf), the required credit
enhancement on the remaining conduit classes are either
interpolated between these two data points or determined based on
a multiple or ratio of either of these two data points. For fusion
deals, Moody's merges the credit enhancement for loans with
investment-grade credit assessments with the conduit model credit
enhancement for an overall model result. Moody's incorporates
negative pooling (adding credit enhancement at the credit
assessment level) for loans with similar credit assessments in the
same transaction.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 25 compared to 25 at Moody's last review.

DEAL PERFORMANCE

As of the March 12, 2014 payment date, the transaction's aggregate
certificate balance has decreased by approximately 2% to $1.30
billion from $1.33 billion at securitization. The Certificates are
collateralized by 73 mortgage loans ranging in size from less than
1% to 9% of the pool. The pool does not contain any investment
grade credit assessments or defeased loans.

Six loans, representing 10% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines as part of the CRE Finance
Council (CREFC) monthly reporting package. As part of Moody's
ongoing monitoring of a transaction, the agency reviews the
watchlist to assess which loans have material issues that could
impact performance.

Currently, there are no loans in special servicing. The pool has
not experienced any realized losses to date.

Moody's received full year 2012 operating results for 99% of the
pool and a partial or full year 2013 operating results for 93% of
the pool. Moody's weighted average conduit LTV is 97% compared to
101% at Moody's last review. Moody's conduit component excludes
loans with credit assessments, defeased and CTL loans, and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 9% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 9.22%.

Moody's actual and stressed conduit DSCRs are 1.39X and 1.06X,
respectively, compared to 1.33X and 1.0X at the last review.
Moody's actual DSCR is based on Moody's net cash flow (NCF) and
the loan's actual debt service. Moody's stressed DSCR is based on
Moody's NCF and a 9.25% stress rate the agency applied to the loan
balance.

The top three conduit loans represent 23% of the pool. The largest
conduit loan is the Dream Hotel Downtown Net Lease Loan ($120.0
million -- 9.2% of the pool), which is secured by the borrower's
fee simple interest in a parcel located at 17th Street and 9th
Avenue in Chelsea, Manhattan. The borrower leased its interest in
the collateral to Northquay Properties, LLC (Hotel Tenant) and
Northglen Properties LLC (Banquet/Conference Space Tenant) under
two separate Net Leases. The only asset of each Net Lease Tenant
is its respective Net Lease. The Net Leases are structured with
step ups in lease payments. Moody's LTV and stressed DSCR are 100%
and 0.64X, respectively, the same as at last review.

The second largest conduit loan is the Civic Opera House Loan
($92.6 million -- 7.1% of the pool), which is secured by 44-story
Class B office building located within CBD of Chicago, Illinois.
The tenant base is diverse with none of the tenants occupying more
than 7% of the net rentable area (NRA). The property was 76%
leased as of September 2013 compared to 75% at last review. The
loan is on the servicer's watchlist due to low DSCR. Moody's LTV
and stressed DSCR are 115% and 0.87X, respectively, compared to
114% and 0.88X at last review.

The third largest conduit loan is the Trinity Centre Loan ($87.4
million -- 6.7% of the pool), which represents a 55% pari-passu
interest in a first mortgage loan. The loan is secured by two
adjacent pre-war office buildings containing 90,744 square feet
located in Downtown Manhattan, New York. The property is also
encumbered with $25.0 million of mezzanine financing. The largest
tenant is the Port Authority of NY & NJ (18% of the NRA) with
lease expirations in July 2015 and December 2016. The property was
89% leased as of August 2013 compared to 84% at last review.
Moody's LTV and stressed DSCR are 108% and 0.88X, respectively,
compared to 109% and 0.87X at last review.


VAIL LAKE: Has Until May 1 to File Chapter 11 Plan
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
extended Vail Lake Rancho California LLC's exclusive periods to
file a chapter 11 plan until May 1, 2014; and solicit acceptances
for that plan until July 1.

Vail Lake Rancho California, LLC, and its affiliates own the
California campground Vail Lake Resort. Vail Lake is a large
reservoir in western Riverside County, California, located on
Temecula Creek in the Santa Margarita River watershed,
approximately 15 miles east of Temecula, California.  Properties
cover approximately 9,000 acres and have an estimated water
storage capacity of approximately 51,000 acre-feet.

On Dec. 26, 2012, creditors of Vail Lake filed an involuntary
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail
Lake.  In a filing on June 6, 2013, the Debtor said it consents to
the entry of an order for relief and does not contest the
involuntary Chapter 11 petition.

On June 5, 2013, the company sent 5 related entities -- Vail Lake
USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail
Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational
Management, LLC -- to Chapter 11 bankruptcy.

The new debtors have sought and obtained an order for joint
administration of their Chapter 11 cases with Vail Lake Rancho
(Case No. 12-16684).

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.  The Debtor also employed
Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank
serving as the Debtors' chief restructuring officer. Lee &
Associates Commercial Real Estate Services is the real estate
brokers of the Debtors.

The Debtors' consolidated assets, as of May 31, 2013, total
$291,016,000 and liabilities total $52,796,846.


VALUE HOMES: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Value Homes, L.L.C.
        PO Box 430
        Avoca, MI 48006

Case No.: 14-45581

Chapter 11 Petition Date: April 1, 2014

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Marci B McIvor

Debtor's Counsel: Jason W. Bank, Esq.
                  KERR, RUSSELL AND WEBER, PLC
                  500 Woodward Avenue, Suite 2500
                  Detroit, MI 48226
                  Tel: (313) 961-0200
                  Fax: (313) 961-0388
                  Email: jbank@kerr-russell.com

                    - and -

                  Daniel G. Byrne, Esq.
                  500 Woodward Ave., Suite 2500
                  Detroit, MI 48226
                  Tel: (313) 961-0200
                  Email: dgb2@krwlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Ralph Scofield, member.

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


WALL STREET SYSTEMS: S&P Rates $460MM Sr. Secured Loan 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Wall Street Systems Holdings Inc.  The
outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating to the
company's proposed $460 million senior secured term loan due 2021
and $25 million revolving credit facility due 2019.  The '3'
recovery rating indicates S&P's expectation for meaningful
recovery (50% to 70%) in the event of payment default.

S&P expects that the proceeds of the new debt issuance and the
asset sale, along with some balance sheet cash, will be used to
repay existing debt.  S&P will withdraw its ratings on the
company's existing debt following the close of the transaction.

"The ratings reflect Wall Street Systems' 'highly leveraged'
financial risk profile, with leverage we expect to be in the mid-
5x area at the end of 2014, and its 'weak' business risk profile,
resulting from its narrow market focus and its concentrated
exposure to the financial sector," said Standard & Poor's credit
analyst Christian Frank.

Nevertheless, S&P expects the company's solid base of recurring
revenue and high EBITDA margins will result in stable operating
performance and cash flow.

The stable outlook reflects S&P's view that the company's solid
recurring revenue base and moderate free cash flow support stable
operating trends.

If sales fall as a result of poor macroeconomic conditions, if the
company experiences margin compression, or if it pursues debt-
financed acquisitions or shareholder returns such that leverage
exceeds the mid-7x area or FOCF approaches breakeven, S&P could
lower the rating.

The possibility of an upgrade is limited by the company's highly
leveraged financial profile and S&P's view that its private equity
ownership structure precludes sustained de-leveraging.


WAVETRUE INC: Exits Chapter 11 Bankruptcy Court Protection
----------------------------------------------------------
WaveTrue, Inc. - Science + Technologies, formerly known as Profile
Technologies, Inc., on April 2 disclosed that the Company's
Chapter 11 proceeding has been successfully concluded. The Company
has been reorganized and emerged from Bankruptcy Court protection.
As was previously announced on June 20, 2013, the Company's
reorganization plan was declared effective by the Court on May 22,
2013.  The recent action by the Court concludes the bankruptcy
proceedings.

In accordance with the Reorganization Plan the pre-reorganization
shareholders of Profile Technologies, which traded on the OTC Pink
Sheets under the ticker symbol "PRTKQ," will receive ten percent
(10%) of the shares in the reorganized Company.  The claims of
creditors in the Chapter 11 proceeding have also been settled and
satisfied.  Former creditors of Profile Technologies will also own
ten percent (10%) of the common stock of WaveTrue.  The remaining
80% of the Company post-reorganization is owned by investors who
supported the Company financially through the reorganization
(including members of management and the Board of Directors of the
Company).

The Company will initially act as its own transfer agent to
facilitate the issuance of new shares to the all of the
shareholders.  Beginning on April 6, 2014, shareholders will begin
to receive direct communication from the company regarding
conversion.  Also, the Company's website (www.wavetrue.com ) will
provide instructions for shareholders to submit their proof of
ownership of shares originally issued by Profile Technologies,
Inc. as well as information regarding the adjusted basis of your
new shares as required by the IRS and illustrated on IRS form
8937.  Such proof of ownership will be necessary in order for the
Company to convert those shares into Company common stock.
Company contact -- 888-711-2532 ext 1, or info@wavetrue.com

Since the emergence from the bankruptcy, WaveTrue management, at
the direction of its Board of Directors, has reestablished the
Company's Albuquerque, New Mexico operations, training, and
research center, initiated further development of the Company's
proprietary software, and hired experienced staff now ready to
service clients.

In addition, the Company has retained the audit firm of Peterson
Sullivan to provide certified audits.

               About WaveTrue Science + Technologies

WaveTrue, Inc. was formed as a new organization exiting from its
predecessor's bankruptcy process in May 2013.  The Company is in
the business of inspecting pipelines for corrosion and other
anomalies that require inspection to verify pipeline integrity.
WaveTrue has developed a patented, non-destructive and non-
invasive, long range inspection process, using electromagnetic
waves to remotely inspect buried, cased and insulated pipelines
for corrosion.  WaveTrue's services are available to owners and
operators of natural gas and oil pipelines, power plants and
refineries, utilities, and most any facility with cased or
insulated pipe.


WFRBS 2014-C19: Moody's Assigns Ba3 Rating to Cl. X-B Securities
----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
twelve classes of CMBS securities, issued by WFRBS Commercial
Mortgage Trust 2014-C19:

Cl. A-1, Definitive Rating Assigned Aaa (sf)

Cl. A-2, Definitive Rating Assigned Aaa (sf)

Cl. A-3, Definitive Rating Assigned Aaa (sf)

Cl. A-4, Definitive Rating Assigned Aaa (sf)

Cl. A-5, Definitive Rating Assigned Aaa (sf)

Cl. A-SB, Definitive Rating Assigned Aaa (sf)

Cl. A-S**, Definitive Rating Assigned Aaa (sf)

Cl. X-A*, Definitive Rating Assigned Aaa (sf)

Cl. X-B*, Definitive Rating Assigned Ba3 (sf)

Cl. B**, Definitive Rating Assigned Aa3 (sf)

Cl. PEX**, Definitive Rating Assigned A1 (sf)

Cl. C**, Definitive Rating Assigned A3 (sf)

* Interest Only Class

** Reflects Exchangeable Certificates

RATINGS RATIONALE

The Certificates are collateralized by 99 fixed rate loans secured
by 133 properties. The ratings are based on the collateral and the
structure of the transaction.

Moody's CMBS ratings methodology combines both commercial real
estate and structured finance analysis. Based on commercial real
estate analysis, Moody's determines the credit quality of each
mortgage loan and calculates an expected loss on a loan specific
basis. Under structured finance, the credit enhancement for each
certificate typically depends on the expected frequency, severity,
and timing of future losses. Moody's also considers a range of
qualitative issues as well as the transaction's structural and
legal aspects.

The credit risk of loans is determined primarily by two factors:
1) Moody's assessment of the probability of default, which is
largely driven by each loan's DSCR, and 2) Moody's assessment of
the severity of loss upon a default, which is largely driven by
each loan's LTV ratio.

The Moody's Actual DSCR of 1.58X is greater than the 2007
conduit/fusion transaction average of 1.31X. The Moody's Stressed
DSCR of 1.11X is greater than the 2007 conduit/fusion transaction
average of 0.92X.

Moody's Trust LTV ratio of 105.2% is lower than the 2007
conduit/fusion transaction average of 110.6%. Moody's Total LTV
ratio (inclusive of subordinated, mezzanine and debt-like
preferred equity financing) of 105.8% is also considered when
analyzing various stress scenarios for the rated debt.

Moody's also grades properties on a scale of 1 to 5 (best to
worst) and considers those grades when assessing the likelihood of
debt payment. The factors considered include property age, quality
of construction, location, market, and tenancy. The pool's
weighted average property quality grade is 2.5, which is weaker
than the indices calculated in most multi-borrower transactions
since 2009. The weighted average grade is indicative of the
average market composition of the pool and the stability of the
cash flows underlying the assets.

Moody's also considers both loan level diversity and property
level diversity when selecting a ratings approach. With respect to
loan level diversity, the pool's loan level (includes cross
collateralized and cross defaulted loans) Herfindahl Index is
39.7. The transaction's loan level diversity is greater than
Herfindahl score calculated in most multi-borrower transactions
issued since 2010. With respect to property level diversity, the
pool's property level Herfindahl Index is 55.2. The transaction's
property diversity profile is greater than the indices calculated
in most multi-borrower transactions issued since 2010.

This deal has a super-senior Aaa classes with 30% credit
enhancement. Although the additional enhancement offered to the
senior most certificate holders provides additional protection
against pool loss, the super-senior structure is credit negative
for the certificate that supports the super-senior class. If the
support certificate were to take a loss, the loss would have the
potential to be quite large on a percentage basis. Thin tranches
need more subordination to reduce the probability of default in
recognition that their loss-given default is higher. This
adjustment helps keep expected loss in balance and consistent
across deals. The transaction was structured with additional
subordination at class A-S to mitigate the potential increased
severity to class A-S.

In terms of waterfall structure, the transaction contains a group
of exchangeable certificates. Classes A-S (Aaa (sf)), B (Aa3 (sf))
and C (A3 (sf)) may be exchanged for Class PEX (A1 (sf))
certificates and Class PEX may be exchanged for the Classes A-S, B
and C. The PEX certificates will be entitled to receive the sum of
interest and principal distributable on the Classes A-S, B and C
certificates that are exchanged for such PEX certificates. The
initial certificate balance of the Class PEX certificates is equal
to the aggregate of the initial certificate balances of the Class
A-S, B and C and represent the maximum certificate balance of the
PEX certificates that may be issued in an exchange.

Moody's analysis employs the excel-based CMBS Conduit Model v2.64
which derives credit enhancement levels based on an aggregation of
adjusted loan level proceeds derived from Moody's loan level DSCR
and LTV ratios. Major adjustments to determining proceeds include
loan structure, property type, sponsorship, and diversity. Moody's
analysis also uses the CMBS IO calculator ver1.1, which references
the following inputs to calculate the proposed IO rating based on
the published methodology: original and current bond ratings and
credit estimates; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type corresponding to an IO type as defined in
the published methodology.

The V Score for this transaction is assessed as Low/Medium, the
same as the V score assigned to the U.S. Conduit and CMBS sector.
This reflects typical volatility with respect to the critical
assumptions used in the rating process as well as an average
disclosure of securitization collateral and ongoing performance.

Moody's Parameter Sensitivities: If Moody's value of the
collateral used in determining the initial rating were decreased
by 5%, 14%, and 23%, the model-indicated rating for the currently
rated Aaa Super Senior class would be Aaa, Aaa, and Aa1,
respectively; for the most junior Aaa rated class A-S would be
Aa1, Aa2, and Aa3, respectively. Parameter Sensitivities are not
intended to measure how the rating of the security might migrate
over time; rather they are designed to provide a quantitative
calculation of how the initial rating might change if key input
parameters used in the initial rating process differed. The
analysis assumes that the deal has not aged. Parameter
Sensitivities only reflect the ratings impact of each scenario
from a quantitative/model-indicated standpoint. Qualitative
factors are also taken into consideration in the ratings process,
so the actual ratings that would be assigned in each case could
vary from the information presented in the Parameter Sensitivity
analysis.

These ratings: (a) are based solely on information in the public
domain and/or information communicated to Moody's by the issuer at
the date it was prepared and such information has not been
independently verified by Moody's; (b) must be construed solely as
a statement of opinion and not a statement of fact or an offer,
invitation, inducement or recommendation to purchase, sell or hold
any securities or otherwise act in relation to the issuer or any
other entity or in connection with any other matter. Moody's does
not guarantee or make any representation or warranty as to the
correctness of any information, rating or communication relating
to the issuer. Moody's shall not be liable in contract, tort,
statutory duty or otherwise to the issuer or any other third party
for any loss, injury or cost caused to the issuer or any other
third party, in whole or in part, including by any negligence (but
excluding fraud, dishonesty and/or willful misconduct or any other
type of liability that by law cannot be excluded) on the part of,
or any contingency beyond the control of Moody's, or any of its
employees or agents, including any losses arising from or in
connection with the procurement, compilation, analysis,
interpretation, communication, dissemination, or delivery of any
information or rating relating to the issuer.

Factors that would lead to an upgrade or downgrade of the rating:

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range may
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously anticipated. Factors that may
cause an upgrade of the ratings include significant loan paydowns
or amortization, an increase in the pool's share of defeasance or
overall improved pool performance. Factors that may cause a
downgrade of the ratings include a decline in the overall
performance of the pool, loan concentration, increased expected
losses from specially serviced and troubled loans or interest
shortfalls.


WHEATLAND MARKETPLACE: Can Use Cash Collateral Through June 30
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has entered an interim order extending the time, through and
including June 30, 2014, with which Wheatland MarketPlace, LLC,
may use the cash collateral of the U.S. Bank National Association,
as Trustee for Bear Stearns Commercial Mortgage Securities, Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2003-TOP12
acting by and through C-III Asset Management LLC, in its capacity
as special servicer pursuant to the Oct. 1, 2003 pooling and
servicing agreement.

The Debtor will pay $59,391.00 as adequate protection to the
noteholder on or before April 15, 2014, May 15, 2014, and June 16,
2014, respectively (which payments shall include $30,000 a month
to beheld in a separate escrow in accordance with the Loan
Documents for payment of real estate taxes when due); provided
however that the application  of such payments by the noteholder
against any such indebtedness owing in accordance with the terms
of the loan documents shall be provisional only and the subject to
further Court order.

Final hearing will be held on June 26, 2014, at 10:30 a.m.

Wheatland Marketplace, LLC, owner of a commercial retail center in
Naperville, Illinois, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 13-46492) in Chicago on Dec. 3, 2013.
The Debtor has tapped Thomas W. Toolis, Esq., at Jahnke, Sullivan
& Toolis, LLC, in Frankfurt, Illinois, as counsel.  Coleen J.
Lehman Trust and Lucy Koroluk each holds a 50% membership interest
in the Debtor.


WIZARD WORLD: John Maatta Named Chairman of Governance Committee
---------------------------------------------------------------
The Board of Directors of Wizard World, Inc., authorized the
creation of a Nominating and Corporate Governance Committee.  The
Board has appointed John Maatta, Greg Suess and Paul Kessler as
initial members, with Mr. Maatta serving as Chairman of the
Committee.

                          About Wizard World

Based in New York, N.Y., Wizard World, Inc., is a producer of pop
culture and multimedia conventions ("Comic Cons") across North
America that markets movies, TV shows, video games, technology,
toys, social networking/gaming platforms, comic books and graphic
novels.  These Comic Cons provide sales, marketing, promotions,
public relations, advertising and sponsorship opportunities for
entertainment companies, toy companies, gaming companies,
publishing companies, marketers, corporate sponsors and retailers.

Wizard World incurred a net loss attributable to common
stockholders of $3.88 million on $11.18 million of convention
revenue for the year ended Dec. 31, 2013, as compared with a net
loss attributable to common stockholders of $3.13 million on $6.74
million of convention revenue in 2012.  The Company incurred a net
loss of $2.01 million in 2011.

The Company's balance sheet at Dec. 31, 2013, showed $4.38 million
in total assets, $2.09 million in total liabilities and $2.29
million in total stockholders' equity.


* Moody's Takes Action on $407 Million of Prime Jumbo RMBS
----------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 14 tranches
and downgraded the ratings of nine tranches issued by various
issuers. The tranches are backed by Prime Jumbo RMBS loans issued
between 2003 and 2006.

Issuer: Citicorp Mortgage Securities Trust 2006-4

Cl. IA-11, Upgraded to B2 (sf); previously on Sep 21, 2012
Confirmed at Caa1 (sf)

Cl. IA-IO, Downgraded to B2 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Issuer: Citicorp Mortgage Securities, Inc. 2005-1

Cl. IIIA-2, Upgraded to Ba1 (sf); previously on Aug 27, 2013
Upgraded to Ba3 (sf)

Cl. IIIA-3, Upgraded to Ba1 (sf); previously on May 19, 2010
Downgraded to Ba3 (sf)

Issuer: Citicorp Mortgage Securities, Inc. 2005-8

Cl. IA-6, Upgraded to B1 (sf); previously on May 19, 2010
Downgraded to B3 (sf)

Cl. IIA-1, Downgraded to Baa2 (sf); previously on Sep 12, 2013
Confirmed at A3 (sf)

Cl. IIA-2, Downgraded to Baa3 (sf); previously on Sep 12, 2013
Downgraded to Baa1 (sf)

Cl. IIA-3, Downgraded to Baa2 (sf); previously on Sep 12, 2013
Downgraded to Baa1 (sf)

Issuer: Citigroup Mortgage Loan Trust, Series 2005-6

Cl. A-1, Upgraded to Ba2 (sf); previously on May 19, 2010
Downgraded to B1 (sf)

Cl. A-2, Upgraded to Ba2 (sf); previously on Sep 21, 2012 Upgraded
to B1 (sf)

Cl. A-3, Upgraded to Ba2 (sf); previously on May 19, 2010
Downgraded to Ba3 (sf)

Cl. M, Upgraded to Caa3 (sf); previously on May 19, 2010
Downgraded to C (sf)

Issuer: CWMBS Mortgage Pass-Through Trust 2004-HYB4

Cl. 1-A, Upgraded to Ba3 (sf); previously on Oct 16, 2012
Downgraded to B1 (sf)

Cl. 2-A-1, Upgraded to Ba3 (sf); previously on Oct 16, 2012
Downgraded to B2 (sf)

Cl. 2-A-2, Upgraded to B3 (sf); previously on Oct 16, 2012
Downgraded to Caa2 (sf)

Cl. 3-A, Upgraded to Ba3 (sf); previously on Oct 16, 2012
Downgraded to B1 (sf)

Issuer: GSR Mortgage Loan Trust 2005-AR3

Cl. 8A1, Downgraded to B3 (sf); previously on Apr 27, 2010
Downgraded to B1 (sf)

Issuer: RFMSI Series 2005-S5 Trust

Cl. A-1, Upgraded to B2 (sf); previously on Aug 30, 2012
Downgraded to Caa1 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates Series 2003-AR9
Trust

Cl. II-A, Downgraded to Baa3 (sf); previously on Dec 3, 2012
Downgraded to Baa1 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2003-AR3

Cl. A-5, Upgraded to Baa3 (sf); previously on Apr 11, 2012
Downgraded to Ba2 (sf)

Issuer: Wells Fargo Mortgage Backed Securities 2004-6 Trust

Cl. A-6, Downgraded to Baa3 (sf); previously on Feb 19, 2013
Downgraded to Baa1 (sf)

Cl. A-7, Downgraded to Baa3 (sf); previously on Feb 19, 2013
Downgraded to Baa1 (sf)

Cl. A-12, Downgraded to Ba1 (sf); previously on Feb 19, 2013
Downgraded to Baa3 (sf)

RATINGS RATIONALE

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The rating upgrades are a result of improving
performance of the related pools and/or faster pay-down of the
bonds due to high prepayments/fast liquidations. The rating
downgrades are a result of deteriorating performance and
structural features resulting in higher expected losses for the
bond than previously anticipated. The rating actions for Citigroup
Mortgage Loan Trust, Series 2005-6 and GSR Mortgage Loan Trust
2005-AR3 also reflect updates and corrections to the cash-flow
models used by Moody's in rating these transactions. For both
deals, the changes pertain to the calculations of the senior
percentage post subordination depletion and the loss allocation
amounts. In addition, the cash-flow model for Citigroup Mortgage
Loan Trust, Series 2005-6 has corrected calculations for interest
payments to the Class X and subordinate bonds. The rating
downgrade action for Class IA-IO in Citicorp Mortgage Securities
Trust 2006-4 reflects the correction of an error in the prior
rating action for this transaction. The previous rating for this
bond should have been capped at the rating of the highest rated
tranche outstanding from the group backing this bond. The error
has now been corrected, and today's rating action reflects this
change.

The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in November 2013. Please see
the Credit Policy page on www.moodys.com for a copy of this
methodology.

Factors that would lead to an upgrade or downgrade of the rating:

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment
rate. The unemployment rate fell to 6.7% in February 2014 down
from 7.7% in February 2013. Moody's forecasts an unemployment
central range of 6.0% to 7.0% for the 2014 year. Deviations from
this central scenario could lead to rating actions in the sector.

House prices are another key driver of US RMBS performance.
Moody's expects house prices to continue to rise in 2014. Lower
increases than Moody's expects or decreases could lead to negative
rating actions.

Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions.


* The Geneva Association Issues Analysis on U.S. Pension Crisis
---------------------------------------------------------------
International insurance economics think tank The Geneva
Association on April 2 issued an analysis of the growing crisis
facing state and municipal pension systems in the U.S.  The report
suggests that the non-payment of annual required contributions and
excessive reliance on one pillar of funding in pension planning
are among the most significant challenges to overcome.

While there have been several municipal bankruptcies over time, on
December 3, 2013, Detroit became the largest city in the U.S. to
become legally eligible for Chapter 9 bankruptcy.  Its ballooning
deficits and large pension shortfall are characteristic of
municipal bankruptcy cases.  Across the country, states have
posted funding shortfalls of more than a trillion dollars.

John H. Fitzpatrick, Secretary General of The Geneva Association
said, "The successful pension reform in the State of Rhode Island
has provided long-term sustainability to the system and shows that
solutions exist.  Increasingly, public pension plans are becoming
a higher priority for many states and local governments, and they
should be.  With proper long-term planning and a serious focus on
professional risk management, these problems can be tackled."

The author of the study, Krzysztof Ostaszewski, Actuarial Program
Director at Illinois State University, said, "A solution that
provides real and substantial change will not come from financial
operations.  It must come from real reform that at least lowers or
eliminates bankruptcy costs and establishes better governance.
The ultimate fate of public pension plans in the U.S. depends on
the willingness of plan sponsors to pay for them."

Indeed, a 2010 report by the Pew Center on the States highlights
the trillion-dollar shortfall facing state and local retirement
systems in the U.S. due to policy choices and lack of fiscal
discipline, namely the failure to make annual payments for
pensions systems at actuarially recommended levels and expanding
benefits without considering their long-term costs.

Financing retirement is becoming an ever-greater challenge due to
higher life expectancy and low fertility rates.  In response to
these changing demographics, The Geneva Association has long
advocated a "four-pillar" approach to pension planning: a public
pay-as-you-go system (social security), employer-provided pension
schemes, private savings and continued employment after
retirement.

This report proposes that another key reason for the severe state
of crisis of the public pension systems of state and local
governments in the U.S. is that those systems are a dramatic
departure from the four pillars concept.  They greatly resemble
pay-as-you-go systems with little fiscal restraint and without the
proper mechanisms for restoring funding.  A four-pillar structure
offers a balance between socially desirable, yet socially costly,
income protection benefits (first and second pillars) and
realistically priced benefits that are potentially unaffordable to
poorer workers (third and fourth pillars).

The Geneva Association analysis of the crisis calls for more in-
depth study of solutions to the pension crisis and highlights in
particular:

the threat of bankruptcy facing municipalities in the U.S., where
the pension funding in a majority of states (34) is below 80 per
cent;

how policy choices and lack of fiscal discipline have contributed
to the shortfall in retirement funding;

the imbalance in the U.S. pension system and the need for a
holistic approach that relies on four different pillars: a public
pay-as-you-go system (social security), employer-provided pension
schemes, private savings and continued employment after
retirement; and

the human capital potential of retirees as a hedge against
longevity risk.

A copy of the report is available at http://is.gd/DG69BL

A copy of the fact sheet is available at http://is.gd/JiRjcH

                   About The Geneva Association

The Geneva Association is the leading international insurance
think tank for strategically important insurance and risk
management issues. The Geneva Association identifies fundamental
trends and strategic issues where insurance plays a substantial
role or which influence the insurance sector.  Through the
development of research programs, regular publications and the
organization of international meetings, The Geneva Association
serves as a catalyst for progress in the understanding of risk and
insurance matters and acts as an information creator and
disseminator.  It is the leading voice of the largest insurance
groups worldwide in the dialogue with international institutions.
In parallel, it advances?in economic and cultural terms?the
development and application of risk management and the
understanding of uncertainty in the modern economy.

The Geneva Association membership comprises a statutory maximum of
90 chief executive officers (CEOs) from the world's top insurance
and reinsurance companies.  It organizes international expert
networks and manages discussion platforms for senior insurance
executives and specialists as well as policy-makers, regulators
and multilateral organizations.  The Geneva Association's annual
General Assembly is the most prestigious gathering of leading
insurance CEOs worldwide.

Established in 1973, The Geneva Association, officially the
"International Association for the Study of Insurance Economics",
is based in Geneva, Switzerland and is a non-profit organization
funded by its members.


* William Naumann Among List of "San Diego's Top Lawyers 2014"
--------------------------------------------------------------
Announcing a special recognition appearing in the March, 2014
issue of San Diego Magazine published by San Diego Magazine
Publishing Company.  William H. Naumann Attorney at Law was
selected for the following honor:

"San Diego's Top Lawyers 2014"

William H. Naumann, Attorney at Law commented on the recognition:
"This is quite an honor for me.  The fact that San Diego Magazine
included me in its selection of 'San Diego's Top Lawyers 2014,'
signals that my constant effort to deliver excellent work has paid
off.  It is gratifying to be recognized in this way."

Bill Naumann is the founder of The Naumann Law Firm, PC and
concentrates his efforts in construction defect litigation.  He
represents homeowners, homeowner associations and builders, and
has more than 30 years of litigation experience.  Mr. Naumann's
experience allows him to handle significant construction cases
with complex insurance issues, including bankruptcy of the builder
and exhaustion of insurance.

Following the publication of William H. Naumann, Attorney at Law's
selection for San Diego Magazine's San Diego's Top Lawyers 2014
list, American Registry seconded the honor and added William H.
Naumann, Attorney at Law to the "Registry of Business
Excellence(TM)".  An exclusive recognition plaque, shown here ,
has been designed to commemorate this honor.

For more information on William H. Naumann, Attorney at Law ,
located in San Diego, CA please call 858-792-7474, or visit
www.naumannlegal.com


* William Naumman Achieves Martindale-Hubbell AV Preeminent Rating
------------------------------------------------------------------
Martindale-Hubbell(R) has confirmed that attorney William H.
Naumann still maintains the AV Preeminent Rating, Martindale-
Hubbell's highest possible rating for both ethical standards and
legal ability, even after first achieving this rating in 1995.

For more than 130 years, lawyers have relied on the Martindale-
Hubbell AV Preeminent(R) rating while searching for their own
expert attorneys.  Now anyone can make use of this trusted rating
by looking up a lawyer's rating on Lawyers.com or martindale.com.
The Martindale-Hubbell(R) AV Preeminent(R) rating is the highest
possible rating for an attorney for both ethical standards and
legal ability.  This rating represents the pinnacle of
professional excellence.  It is achieved only after an attorney
has been reviewed and recommended by their peers -- members of the
bar and the judiciary.  Congratulations go to William H. Naumann
who has achieved the AV Preeminent(R) Rating from Martindale-
Hubbell(R).

William H. Naumann commented on the recognition: "The Martindale-
Hubbell AV Preeminent Rating is a credential highly valued and
sought after in the legal world. It used to be a sort of secret
among attorneys who used the rating as a first screen when they
needed to hire a lawyer they did not personally know.  Now, thanks
to the Internet, the Rating is a great way for anyone -- lawyers
or lay people -- to use to screen lawyers.  I am thankful to my
peers who nominated me for this distinction, and proud to have
earned this, the highest possible Martindale-Hubbell rating."

Bill Naumann is the founder of The Naumann Law Firm, PC and
concentrates his efforts in construction defect litigation.  He
represents homeowners, homeowner associations and builders, and
has more than 30 years of litigation experience.  Mr. Naumann's
experience allows him to handle significant construction cases
with complex insurance issues, including bankruptcy of the builder
and exhaustion of insurance.

As a result of this honor, American Registry LLC, has added
William H. Naumann to The Registry(TM) of Business and
Professional Excellence.


* BOOK REVIEW: AS WE FORGIVE OUR DEBTORS: Bankruptcy and Consumer
               Credit in America
-----------------------------------------------------------------
Authors:    Teresa A. Sullivan, Elizabeth Warren,
             & Jay Westbrook
Publisher:  Beard Books
Softcover:  370 Pages
List Price: $34.95
Review by:  Susan Pannell

Order your personal copy today at

  http://www.beardbooks.com/beardbooks/as_we_forgive_our_debtors.html

So you think you know the profile of the average consumer
debtor: either deadbeat slouched on a sagging sofa with a three-
day growth on his chin or a crafty lower-middle class type
opting for bankruptcy to avoid both poverty and responsible debt
repayment.

Except that it might be a single or divorced female who's the
one most likely to file for personal bankruptcy protection, and
her petition might be the last stage of a continuum of crises
that began with her job loss or divorce. Moreover, the dilemma
might be attributable in part to consumer credit industry that
has increased its profitability by relaxing its standards and
extending credit to almost anyone who can scribble his or her
name on an application.

Such are among the unexpected findings in this painstaking study
of 2,400 bankruptcy filings in Illinois, Pennsylvania, and Texas
during the seven-year period from 1981 to 1987. Rather than
relying on case counts or gross data collected for a court's
administrative records, as has been done elsewhere, the authors
use data contained in the actual petitions. In so doing, they
offer a unique window into debtors' lives.

The authors conclude that people who file for bankruptcy are, as
a rule, neither impoverished families nor wily manipulators of
the system. Instead, debtors are a cross-section of America. If
one demographic segment can be isolated as particularly debt-
prone, it would be women householders, whom the authors found
often live on the edge of financial disaster. Very few debtors
(3.7 percent in the study) were repeat filers who might be
viewed as abusing the system, and most (70 percent in the study)
of Chapter 13 cases fail and become Chapter 7s. Accordingly, the
authors conclude that the economic model of behavior--which
assumes a petitioner is a "calculating maximizer" in his in his
decision to seek bankruptcy protection and his selection of
chapter to file under, a profile routinely used to justify
changes in the law--is at variance with the actual debtor
profile derived from this study.

A few stereotypes about debtors are, however, borne out. It is
less than surprising to learn, for example, that most debtors
are simply not as well-off as the average American or that while
bankrupt's mortgage debts are about average, their consumer
debts are off the charts. Petitioners seem particularly
susceptible to the siren song of credit card companies. In the
study sample, creditors were found to have made between 27
percent and 36 percent of their loans to debtors with incomes
below $12,500 (although the loans might have been made before
the debtors' income dropped so low). Of course, the vigor with
which consumer credit lenders pursue their goal of maximizing
profits has a corresponding impact on the number of bankruptcy
filings.

The book won the ABA's 1990 Silver Gavel Award. A special 1999
update by the authors is included exclusively in the Beard Book
reprint edition.


                             *********

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 ***