TCR_Public/140409.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, April 9, 2014, Vol. 18, No. 98

                            Headlines

ACCIPITER COMMUNICATIONS: Files for Chapter 11 in Phoenix
ACCIPITER COMMUNICATIONS: Asks for Court Nod to Access Cash
ACCIPITER COMMUNICATIONS: Proposes Perkins Coie as Counsel
ACCIPITER COMMUNICATIONS: Section 341(a) Meeting Set on April 29
AIR CANADA: Moody's Affirms 'B3' CFR & Rates $300MM Notes 'Caa2'

AIR CANADA: S&P Rates Proposed $300MM Sr. Unsecured Notes 'B-'
ALLONHILL LLC: Has OK to Appoint Upshot as Claims & Noticing Agent
AMERICAN AIRLINES: Opposes Appeal in Supreme Court
AMERICAN AIRLINES: Delivers Rich Payout
APERION COMMUNITIES: Case Converted to Chapter 7

ARCHDIOCESE OF MILWAUKEE: Panel, Insurers Object to Plan Outline
AVAGO TECHNOLOGIES: Fitch Assigns 'BB+' Issuer Default Rating
B&G FOODS: Specialty Brands Deal No Impact on Moody's 'Ba3' CFR
BENJAMIN L. BROWN: Wins Final Approval to Sell Ranch Property
BERNARD L. MADOFF: Trustee to Make Distribution of $349 Million

BFG INVESTMENTS: Former Owner's Suit Fails to Comply With Barton
BROADWAY FINANCIAL: Incurs $1.1 Million Net Loss in 2013
BROOKSTONE HOLDINGS: Wins Interim Approval of DIP Financing
BROOKSTONE HOLDINGS: Proposes KCC as Claims and Notice Agent
BROOKSTONE HOLDINGS: Hiring K&L Gates as Bankruptcy Counsel

BROOKSTONE HOLDINGS: Landis Rath to Act as Local, Conflicts Atty.
BROOKSTONE HOLDINGS: Proposes Spencer-Led Auction on June 2
CAPITOL CITY: Incurs $5.5 Million Net Loss in 2013
CASCELLA & SON: Case Summary & 20 Largest Unsecured Creditors
CENTRAL FEDERAL: Incurs $918,000 Net Loss in 2013

COLDWATER CREEK: Retailer to File for Liquidation
COLOR STAR: Final Cash Collateral Hearing Set for April 14
CREATION'S GARDEN: Gets Bankruptcy Case Dismissed
CUSTOM CONTRACTORS: Conduit Defense Protects IRS From Claim
DETROIT, MI: Judge Hiring Expert on Plan Feasibility

DETROIT, MI: Emergency Managers Says Time Short for a Plan
DEVINE BLESSINGS: Case Summary & 5 Unsecured Creditors
DFC GLOBAL: S&P Puts 'B' Issuer Credit Rating on Watch Negative
DIALOGIC INC: Reports $53.9 Million Net Loss in 2013
DIGERATI TECHNOLOGIES: Sale-Based Plan Wins Court Approval

DOTS LLC: Sells 32 Leases to Rainbow Southeast
DOTS LLC: Gets Final Authority to Pay $5-Mil. to Critical Vendors
DOTS LLC: Has Until Aug. 18 to Decide on Leases
DUTCH LLC: S&P Assigns 'B' CCR & Rates $20MM Secured Debt 'BB-'
EMERALD PERFORMANCE: S&P Raises Rating on 1st Lien Loan to 'B+'

FEDERAL-MOGUL: S&P Retains B Rating Following Proposed Loan Mix
FINJAN HOLDINGS: To Sublease Office Space From Investor Growth
FIRST PHILADELPHIA: Court to Consider Plan Confirmation on June 19
FNBH BANCORP: Reports $2.9 Million Net Income in 2013
FREESCALE SEMICONDUCTOR: S&P Raises Unsecured Debt Rating to 'B-'

FRESH & EASY: Has Until April 30 to File Plan
FRIENDSHIP DAIRIES: AgStar Asks Court to Stay Plan Hearing
G & Y REALTY: Section 341(a) Meeting Scheduled for May 7
GENCO SHIPPING: Bondholders May Get Preferred Treatment in Workout
GENERAL MOTORS: Car Dealers Win Favorable Ruling in Fed. Circuit

GENERAL MOTORS: U.S. Fines Automaker for Missing Recall Deadline
GEOMET INC: Posts $35.3 Million Net Income in 2013
GOLDEN STATE PETROLEUM: S&P Affirms 'B-' Sr. Secured Rating
GREEN FIELD: Can Sell Turbine Powered Technology to Noteholders
GREEN FIELD: Tucson Embedded Sues for Return of Proprietary Info

GUITAR CENTER: S&P Raises CCR to 'B-'; Outlook Negative
HALLWOOD GROUP: Incurs $2.4 Million Net Loss in 2013
HUGHES SATELLITE: S&P Affirms 'B+' Rating on Secured Notes
INDUSTRIAS VASALLO: Puerto Rico Court Won't Reverse Ruling
JAMES RIVER: Case Summary & 30 Largest Unsecured Creditors

JONES & WOOD: Case Summary & 20 Largest Unsecured Creditors
KASPER LAND: Creditors Want Chapter 11 Trustee Appointed
LABORATORY PARTNERS: Parties Agree to Continued Cash Use
LAUSELL INC: Seeks Final Decree, Consummates Plan
LIBERTY MEDICAL: Court Okays Raymond James as Investment Banker

LIFE UNIFORM: Richard Stern Appointed as Fee Examiner
LIFE UNIFORM: Fee Examiner Taps Rosner as Delaware Counsel
LIFE UNIFORM: Fee Examiner Taps Luskin Stern as Counsel
LIGHTSQUARED INC: Ergen Has More Evidence on Subordination
LIGHTSQUARED INC: Pays $5 Million to Inmarsat to Reactivate Deal

LIGHTSQUARED INC: Ergen Testifies in Confirmation Trial
MACH GEN: Has Final Approval of $200-Mil. DIP Loan from Beal Bank
MARINA BIOTECH: A.M. Pappas Stake at 1.9% as of Dec. 27
MASON COPPELL: Selling Assets to THIB; Proposes April 15 Auction
MASON COPPELL: U.S. Trustee Forms Five-Member Creditor's Panel

MF GLOBAL: Can Pay Accountants Without Court Approval
MF GLOBAL: Corzine Loses 4th Bid to Dismiss Suits
MONTREAL MAINE: Claimants Substituted as Plan Proponents
MONTREAL MAINE: May 7 Evidentiary Hearing on Wheeling Motion
MOOD MEDIA: Moody's Cuts CFR to 'B3' & Rates New Debt 'Ba3'

MOOD MEDIA: S&P Revises Outlook on 'B-' Rating to Negative
MOUNTAIN PROVINCE: Files Form 10-K, Incurs C$26.6MM Loss in 2013
MT. GOX: Creditors Want Karpeles to Testify in U.S. Court
MULTI PACKAGING SOLUTIONS: Acquisitions No Impact on Moody's CFR
NATIONAL ENVELOPE: Cenveo Share Sale Restriction Period Lapses

NET TALK.COM: Inks $4.5-Mil. Purchase Agreement with Telestrata
NEW LIFE INT'L: Has Continued Access to Regions Cash Collateral
NORTHERN BERKSHIRE: Reopening Emergency Services A Priority
OPTIMUMBANK HOLDINGS: Incurs $7.1 Million Net Loss in 2013
OVERLAND STORAGE: To Conduct "Say-on-Pay" Vote Every Year

OVERLAND STORAGE: Amends Loan Agreement with Silicon Valley
PA ENTERTAINMENT: Section 341(a) Meeting Set on April 29
PACIFIC STEEL: Epiq Approved as Balloting and Noticing Agent
PACIFIC STEEL: Taps Burr Pilger Mayer as Financial Consultants
PACIFIC STEEL: Wants to Hire Cleary Gull as Investment Banker

PALM DRIVE HEALTH: Voluntary Chapter 11 Case Summary
PARK DRIVE ESTATES: Voluntary Chapter 11 Case Summary
PATIENT SAFETY: Now a Wholly Owned Subsidiary of Stryker
PEREGRINE FINANCIAL: Trustee and Customers Settle with JPMorgan
QUAD/GRAPHICS INC: Moody's Rates New Secured Bank Debt 'Ba2'

QUAD/GRAPHICS INC: S&P Lowers CCR to 'BB-' on Higher Leverage
QUALITY STORES: Severance Payments Are 'Wages' Subject to Tax
RAMS ASSOCIATES: Confirmation Hearing Set for May 6
REGENCY CENTERS: Fitch Affirms 'BB+' Preferred Stock Rating
RESIDENTIAL CAPITAL: Court Disallows Leroy Hines Claim

ROBERTS LAND: Obtains Confirmation of Plan of Reorganization
SANUWAVE HEALTH: RA Capital Stake at 9.9% as of March 17
SEAN DUNNE: Irish Developer Loses Appeal on Irish Petition
SIMPLEXITY LLC: Auction Set for April 28, Wal-Mart Makes $10MM Bid
SIMPLEXITY LLC: Selling Biz to Walmart; Proposes Bid Protocol

SIMPLEXITY LLC: Creditors Committee Object to DIP Loan Approval
SMHC LLC: Section 341(a) Meeting Scheduled for April 29
SMOKY MOUNTAIN: Court Allows Sunrise Holdings to Foreclose
SMOKY MOUNTAIN: Request to Use Cash Collateral Denied as Moot
SMOKY MOUNTAIN MOTELS: Heading for Foreclosure

SOLAR POWER: Gets Default Notice From Cathay Bank
SORENSON COMMUNICATIONS: Has Final Approval to Use Cash Collateral
ST. VINCENT'S: Solo Practitioner Saddled With $83,500 in Sanctions
SUNLAND INC: Peanut-Butter Plant Sale Reopened by Judge
SWJ MANAGEMENT: Files Schedules of Assets and Liabilities

TALON INTERNATIONAL: Reports $9.7 Million Net Income in 2013
TELKONET INC: Director Quits, New Board Members Appointed
TLC HEALTH: Wants to Hire Lumsden & McCormick as Accountants
TMT GROUP: Chairman May Sell Vantage Stake to Pay Off DIP Loan
TOMSTEN INC: Baker Tilly Okayed as Tax Accountants

TULVING CO: Marshall Law Firm Represents 25 Creditors
TUSCANY INT'L: Equity Panel Taps Gavin/Solmonese as Fin'l Advisor
VIGGLE INC: Inks Exchange Agreements with Stockholders
WEST MOUNTAIN SKI: Exits Bankruptcy Protection
WHEATLAND MARKETPLACE: Has Until June 30 to File Chapter 11 Plan

WHEATLAND MARKETPLACE: Can Hire Weber & Associates as Accountant
YOSHI'S SAN FRANCISCO: Has Access to CB&T Cash Until June 30

* High Court Hears Case on Exempt Inherited IRAs
* Homestead Exemption Is Taken by Implication
* Mortgage With Incorrect Metes-and-Bounds Description Is Void

* Christopher Henry Joins Lowenstein Sandler as Partner
* Lowenstein Sandler Named Commercial Litigation Dep't of the Year


                             *********


ACCIPITER COMMUNICATIONS: Files for Chapter 11 in Phoenix
---------------------------------------------------------
Accipiter Communications, Inc., a Phoenix-based company that
provides telecommunications services to unserved or underserved,
mostly rurally-situated residences and businesses in central
Arizona, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz.
Case No. 14-04372) in its hometown on March 28, 2014.

Accipiter provides telecommunications services to 1,409
residential subscribers and 231 business subscribers, including an
elementary school, an enforcement agency, a fire station, two
municipal water supply facilities, and a bank.

The Debtor is able to provide telecommunications services to rural
customers only by participating in two federal programs: revenue
subsidies from the federal Universal Service Fund ("USF"), which
is administered under the authority of the Federal Communications
Commission (the "FCC"), and capital debt financing provided under
a rural telecommunications loan program administered by the Rural
Utilities Service (the "RUS"), an agency of the U.S. Department of
Agriculture (the "USDA").

As of the Petition Date, the Debtor owed approximately $20.8
million in aggregate principal to RUS.  The Debtor believes there
is approximately $414,000 in prepetition general unsecured claims
held by trade vendors or other parties against the Debtor.  The
Debtor is a privately-held company, with 55.4% of the stock held
by Lewis van Amerongen.

The bankruptcy case is assigned to Judge George B. Nielsen Jr.

The Debtor has tapped Perkins Coie LLP as counsel.

A meeting of creditors is scheduled for April 29, 2014, at 11:00
a.m., according to the docket.

The Debtor filed a variety of first-day motions, including
requests to pay prepetition claims of employees, grant adequate
assurance of payment to utilities, continue using its existing
bank accounts, maintain its customer programs, and use cash
collateral.

                      Road to Bankruptcy

Patrick Sherrill, the president and CEO, explained in court
filings that in June 2012 the FCC implemented a cap that that
limited USF support to an amount no greater than $250 per
"regulated loop" per month effective in June 2012.

The Debtor in January 2013 was granted by the FCC a waiver for 24
months, ensuring a somewhat higher level of USF subsidies than the
unsustainable levels that would have obtained had the Debtor not
been granted a waiver.

Nonetheless, the Debtor, according to Mr. Sherrill, has been
operating in a precarious cash flow posture since approximately
July 2012.  Despite the Debtor having obtained a waiver of the new
USF caps, the Debtor has had to face a new existential challenge
created by its lender, RUS.

Since 2009, the Debtor has submitted multiple applications for new
financing to RUS, and RUS has used arbitrary criteria to deny the
Debtor access to new loan funding.  The Debtor then sought RUS
approval for restructuring of its debt.  RUS refused to accept the
Debtor's restructuring proposals.

Mr. Sherrill relates that for more than four years, the Debtor has
attempted to educate RUS on the Debtor's compliance with legal
obligations placed on it by the FCC and the self-defeating
strategy pursued by RUS in refusing to fund growth designed to
significantly enhance the Debtor's ability to repay the RUS debt,
to reduce its dependence on USF subsidies, and ultimately to
qualify for more conventional third-party working capital
financing.

Despite these efforts and many months of unproductive negotiations
regarding a restructuring of the currently outstanding RUS debt,
RUS has continued to refuse to provide additional financing or
restructure the existing debt in a way that would keep the
Debtor's business viable.  Ironically, RUS's refusal to provide
the Debtor with financing threatens the Debtor's very presence in
rural areas and greatly thwarts the Debtor's ability to provide
expanded services in such areas.  Ultimately, if the Debtor fails
to meet certain growth targets necessary to reduce its need for
USF subsidies, the Debtor, according to Mr. Sherrill, will be
forced to close its business.

"One arm of the federal government (the FCC) requires the Debtor
to provide service to rural customers in order to receive USF
subsidies while another arm (the RUS), required to provide
financing to sustain rural investment and operations, undermines
the Debtor's ability to continue servicing rural customers," Mr.
Sherrill explains.

"In light of the threat to the Debtor's ongoing provision of
telecommunication services caused by RUS's continued refusal to
comply with its own regulations and provide the Debtor with needed
financing, made worse by RUS's refusal to negotiate a reasonable
restructuring of even the Debtor's existing debt obligations, the
Debtor was forced to file this case."

According to Mr. Sherrill, reorganizing the Debtor's secured debt
with RUS will restore the Debtor's cash flow and allow it to
continue its customer growth, reducing the Debtor's dependence on
USF subsidies while assuring that telecommunications services
remain available to residents and businesses that have no other
realistic option for those services.


ACCIPITER COMMUNICATIONS: Asks for Court Nod to Access Cash
-----------------------------------------------------------
Accipiter Communications, Inc., filed a motion with the bankruptcy
court for approval to use its cash to continue operating its
business in the ordinary course (which the Debtor believes is not
the "cash collateral" of the Rural Utilities Service).

The Debtor does not believe that RUS has a lien on the Debtor's
cash or accounts receivable.  Under 11 U.S.C. Sec. 363(p), RUS
bears the burden of proof that it has an interest in cash
collateral and, unless it sustains that burden, RUS is not
entitled to adequate protection.  As a result, the Debtor does not
believe that it needs authority from this Court to use its cash to
operate the company during this case.  Out of an abundance of
caution, and should the Court determine otherwise, the Debtor has
filed the motion to protect its interests and ensure sufficient
cash with which to operate in the ordinary course of business
during this case.

As an initial matter, the Debtor seeks interim approval to use its
cash for a 90-day period.

Assuming that RUS somehow establishes that, as of the Petition
Date, it had valid, perfected, enforceable security interests in
the Debtor's cash and accounts receivable, the Debtor will provide
adequate protection to RUS by granting RUS replacement liens on
all the Debtor's post-petition cash and accounts receivable and
any post-petition-acquired personal property to the extent of any
diminution in the value of RUS's collateral from and after the
Petition Date.

                About Accipiter Communications

Accipiter Communications, Inc., a Phoenix-based company that
provides telecommunications services to unserved or underserved,
mostly rurally-situated residences and businesses in central
Arizona, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz.
Case No. 14-04372) in its hometown on March 28, 2014.

Accipiter provides telecommunications services to 1,409
residential subscribers and 231 business subscribers, including an
elementary school, an enforcement agency, a fire station, two
municipal water supply facilities, and a bank.

The Debtor is able to provide telecommunications services to rural
customers only by participating in two federal programs: revenue
subsidies from the federal Universal Service Fund ("USF"), which
is administered under the authority of the Federal Communications
Commission (the "FCC"), and capital debt financing provided under
a rural telecommunications loan program administered by the Rural
Utilities Service (the "RUS"), an agency of the U.S. Department of
Agriculture (the "USDA").

As of the Petition Date, the Debtor owed $20.8 million in
aggregate principal to the RUS.  The Debtor believes there is
approximately $414,000 in prepetition general unsecured claims
held by trade vendors or other parties against the Debtor.  The
Debtor is a privately-held company, with 55.4% of the stock held
by Lewis van Amerongen.

The bankruptcy case is assigned to Judge George B. Nielsen Jr.

The Debtor has tapped Perkins Coie LLP as counsel.


ACCIPITER COMMUNICATIONS: Proposes Perkins Coie as Counsel
----------------------------------------------------------
Accipiter Communications, Inc., is asking for bankruptcy court
approval to employ Perkins Coie LLP as bankruptcy counsel in the
Chapter 11 case.

Perkins Coie possesses nationally-recognized expertise in
bankruptcy matters, having been actively involved in several large
chapter 11 cases recently including, among many others, those in
which Jordan Kroop, Perkins Coie's lead bankruptcy lawyer in this
proposed engagement, has had leading roles in this District
alone: In re SunCor Homes, Inc. (debtor); In re Coyotes Hockey,
LLC (debtor); In re Laughlin Ranch, LLC (debtor); In re Zounds
Hearing, Inc. (debtor); In re Swift Air, LLC (two NBA team
creditors); In re Mortgages Ltd. (largest creditor); In re Radical
Bunny, LLC (Chapter 11 trustee); In re Danny's Family Carousel,
LLC (largest creditor); In re McCulloch Corp. (committee).

Jordan Kroop has represented the Debtor for well over a year in
connection with a multi-faceted effort to restructure its debt
obligations and address its liquidity challenges.  The Debtor
engaged Perkins Coie to serve as general bankruptcy counsel in
connection with the planning and implementation of this Chapter 11
reorganization case in light of Perkins Coie's extensive expertise
in large Chapter 11 reorganizations.

The Debtor seeks to employ Perkins Coie on an hourly basis at
rates consistent with those the firm routinely charges in
comparable matters.  Presently, the hourly rates for Perkins Coie
lawyers and paralegals range between $300 to $790 for lawyers, and
$125 to $250 for paralegals.  Jordan Kroop's hourly rate for 2014
is $640.

Perkins Coie is holding a $20,000 retainer.

Mr. Kroop attests that Perkins Coie does not hold or represent an
interest adverse to the Debtor's estate and is a "disinterested
person," as that term is defined in 11 U.S.C. Sec. 101(14) and
modified by Sec. 1107(b), with respect to the matters for which
Perkins Coie is to be employed.

                About Accipiter Communications

Accipiter Communications, Inc., a Phoenix-based company that
provides telecommunications services to unserved or underserved,
mostly rurally-situated residences and businesses in central
Arizona, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz.
Case No. 14-04372) in its hometown on March 28, 2014.

Accipiter provides telecommunications services to 1,409
residential subscribers and 231 business subscribers, including an
elementary school, an enforcement agency, a fire station, two
municipal water supply facilities, and a bank.

The Debtor is able to provide telecommunications services to rural
customers only by participating in two federal programs: revenue
subsidies from the federal Universal Service Fund ("USF"), which
is administered under the authority of the Federal Communications
Commission (the "FCC"), and capital debt financing provided under
a rural telecommunications loan program administered by the Rural
Utilities Service (the "RUS"), an agency of the U.S. Department of
Agriculture (the "USDA").

As of the Petition Date, the Debtor owed $20.8 million in
aggregate principal to the RUS.  The Debtor believes there is
approximately $414,000 in prepetition general unsecured claims
held by trade vendors or other parties against the Debtor.  The
Debtor is a privately-held company, with 55.4% of the stock held
by Lewis van Amerongen.

The bankruptcy case is assigned to Judge George B. Nielsen Jr.

The Debtor has tapped Perkins Coie LLP as counsel.


ACCIPITER COMMUNICATIONS: Section 341(a) Meeting Set on April 29
----------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Accipiter
Communications, Inc., will be held on April 29, 2014, at 11:00
a.m. at US Trustee Meeting Room, 230 N. First Avenue, Suite 102,
Phoenix, AZ.

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

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

Accipiter Communications, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D. Ariz. Case No. 14-04372) on March 28, 2014.
The petition was signed by Patrick Sherrill as president and chief
executive officer.  The Debtor estimated assets and liabilities of
at least $10 million.  Perkins Coie LLP serves as the Debtor's
counsel.  Judge George B. Nielsen Jr. presides over the case.


AIR CANADA: Moody's Affirms 'B3' CFR & Rates $300MM Notes 'Caa2'
----------------------------------------------------------------
Moody's Investors Service affirmed Air Canada's B3 corporate
family rating (CFR), B3-PD probability of default rating, B1 first
lien senior secured rating, Caa1 second lien senior secured rating
and SGL-2 speculative grade liquidity rating. Moody's also
assigned a Caa2 rating to the company's US$300 million proposed
senior unsecured notes issue. Air Canada's 2013-1 Class A, Class B
and Class C Pass Through Trust Certificates were also affirmed at
Baa2, Ba3, and B2, respectively. The outlook for Air Canada and
its Pass Through Trust Certificates have been changed to positive
from stable.

Affirmations:

Issuer: Air Canada

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Speculative Grade Liquidity Rating, Affirmed SGL-2

First Lien Senior Secured, Affirmed B1 (LGD3, 32% from LGD2,
24%)

Second Lien Senior Secured, Affirmed Caa1 (LGD 5, 75% from
LGD4, 58%)

Issuer: Air Canada 2013-1 Pass Through Trusts

Senior Secured Enhanced Equipment Trust May 15, 2018, Affirmed
B2

Senior Secured Enhanced Equipment Trust May 15, 2021, Affirmed
Ba3

Senior Secured Enhanced Equipment Trust May 15, 2025, Affirmed
Baa2

Assignments:

Issuer: Air Canada

Senior Unsecured Regular Bond/Debenture, Assigned Caa2 (LGD5,
88%)

Outlook Actions:

Issuer: Air Canada

Outlook, Changed To Positive From Stable

Issuer: Air Canada 2013-1 Pass Through Trusts

Outlook, Changed To Positive From Stable

Ratings Rationale

"The change in Air Canada's outlook to positive is underpinned by
the significant reduction in its underfunded pension position,
which has helped lower its adjusted financial leverage to around
6x", said Darren Kirk, Vice President and Senior Credit Officer
with Moody's. "The company's improved balance sheet may support a
ratings upgrade in the next 12-18 months should Moody's gain
confidence that benefits from Air Canada's fleet renewal (capacity
addition) plans and cost reduction initiatives will outweigh
foreign exchange headwinds and intensifying competitive pressures,
resulting in additional deleveraging", added Kirk.

Proceeds from the new notes issuance will increase Air Canada's
pro-forma cash position to about $2.5 billion. While its pro-forma
leverage will increase modestly (to 6.1x from 5.9x including
Moody's standard accounting adjustments for leases and pension),
it will also help Air Canada to maintain good liquidity through at
least 2014. Moody's expects Air Canada's significant aircraft
purchases will contribute to about $400 million of free cash flow
consumption in 2014 with additional cash requirements including
about $200 million of surplus pension contributions (in excess of
current service costs) and $374 million in current debt
maturities. Air Canada's liquidity arrangements also benefit from
its backstop financing arrangements for its committed aircraft
expenditures (totaling $678 million in 2014) and its $100 million
unused revolver.

Air Canada's B3 corporate family rating incorporates the company's
high financial leverage and Moody's expectation that foreign
exchange headwinds and significant capacity additions planned by
Air Canada and its primary domestic (and lower-cost) competitor
will likely limit near term earnings growth. The rating also
considers the company's high cost structure (and low operating
margin) arising from its legacy carrier status and Moody's
expectation that Air Canada's annual free cash flow will be
modestly consumptive into the medium term as capital expenditures
remain elevated due to significant planned aircraft purchases.
Favorably, the rating reflects Air Canada's meaningful scale,
expected benefits from its cost improvement initiatives,
relatively favorable recent operating performance, leading market
share of domestic, trans-border and international routes in and
out of Canada, and benefits from its position in the Star Alliance
network.

Air Canada's debt instrument ratings have been assigned pursuant
to Moody's loss-given-default (LGD) methodology. Moody's
previously applied a one notch down override to instrument ratings
suggested by the LGD methodology given the potential that the
underfunded pension amount (an unsecured obligation) would
decline, and the associated lift to the secured ratings would
reduce. Given the decline in Air Canada's pension position,
Moody's has now eliminated the override.

Moody's uses its estimates of current market value when assessing
the loan-to-value ("LTVs") of an enhanced equipment trust
certificate ("EETC") financing. Moody's estimates the peak LTVs of
the A, B and C tranches at about 52%, 74%, and 87%, respectively.
The peak LTVs are expected to occur at the first distribution date
of May 15, 2014. The EETC ratings also reflect Moody's opinion of
the importance of the five Boeing B777-300ER aircraft that
collateralize the transaction to the company's long-haul network
strategy, the international interests subject to the Cape Town
Convention and the support of the Class A and Class B liquidity
facilities.

The positive ratings outlook reflects the potential that Air
Canada's rating may be upgraded over the next 12-18 months should
Moody's gain confidence that the company's international expansion
plans and cost reduction initiatives will support further earnings
growth and enable additional deleveraging.

An upgrade of Air Canada's CFR could occur if the company
continues to execute on its expansion plans and cost reduction
initiatives providing Moody's with confidence that Air Canada will
maintain adjusted leverage below 6x and cash above 15% of
revenues.

Downward rating pressure on Air Canada's CFR could occur if Air
Canada's yields contract materially without an accompanying
reduction to costs, if Moody's expected Debt/ EBITDA to rise and
be sustained above 8x or should cash trend towards 10% of
revenues.

The principal methodology used in this rating was the Global
Passenger Airlines published in May 2012 and Enhanced Equipment
Trust and Equipment Trust Certificates published in December 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Saint-Laurent, Quebec, Air Canada is the largest
provider of scheduled passenger services in Canada. Revenues for
2013 were approximately $12.4 billion.


AIR CANADA: S&P Rates Proposed $300MM Sr. Unsecured Notes 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
issue-level rating and '5' recovery rating to Air Canada's
proposed US$300 million senior unsecured notes due 2021.  A '5'
recovery rating indicates that lenders could expect modest (10%-
30%) recovery in the event of default.  The corporate credit
rating on Air Canada is 'B' with a stable outlook.

The company will use net proceeds from the proposed notes to boost
its cash position, which stood at about C$2.2 billion or about 18%
of trailing 12-month revenue, and for general corporate purposes.
"The modest increase in leverage is within our credit ratio
targets for the company and supports our "highly leveraged"
financial risk profile assessment," said Standard & Poor's credit
analyst Madhav Hari.

The corporate credit rating on Air Canada reflects what Standard &
Poor's views as the company's "weak" business risk profile and
highly leveraged financial risk profile.  S&P's business risk
profile assessment reflects the company operating in the North
American airline sector, which it considers high risk due to
cyclical demand, high competition, and capital intensity.  S&P
also considers Air Canada to have a higher operating cost
structure compared with that of other North American carriers and
low-cost airline competitors.  Tempering factors include the
company's strong position in Canada with 55% of the domestic
market share and 36% of the transborder market and its ability to
maintain a strong load factor in its operations during the past
several years.  The highly leveraged financial risk profile
reflects S&P's expectation that Air Canada's adjusted debt to
EBITDA ratio will remain in the mid-to-high 5x area in the near
term, as calculated using S&P's standard adjustments, including
pension and leases as debt equivalents.

RATINGS LIST

Air Canada
Corporate credit rating                     B/Stable/--

Ratings Assigned
US$300 million senior unsecured notes       B-
Recovery rating                             5


ALLONHILL LLC: Has OK to Appoint Upshot as Claims & Noticing Agent
------------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized Allonhill LLC to appoint Upshot Services LLC
as claims and noticing agent to serve as custodian of court
records and, as cuh, designated as the authorized repository for
all proofs of claim filed in the Debtor's Chapter 11 case.

Allonhill LLC, a professional services firm based in Denver,
Colorado, that previously provided loan due diligence and credit
risk management services for institutions that invest in, sell,
securitize or service mortgage loans, sought protection under
Chapter 11 of the Bankruptcy Code on March 26, 2014.  The case is
In re Allonhill, LLC, Case No. 14-bk-10663 (Bankr. D. Del.).

The Debtor's General Counsel is HOGAN LOVELLS US LLP.  The
Debtor's Local Counsel is Neil B. Glassman, Esq., Justin R.
Alberto, Esq., and Evan T. Miller, Esq., at BAYARD, P.A., in
Wilmington, Delaware.  Upshot Services LLC serves as the Debtor's
Claims and Noticing Agent.


AMERICAN AIRLINES: Opposes Appeal in Supreme Court
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that American Airlines Group Inc., the airline reorganized
in bankruptcy last year, explained to the U.S. Supreme Court why
there is no reason to allow an appeal by bondholders claiming they
were entitled to a premium from the early repayment of what was
originally $1.2 billion in aircraft bonds.

According to the report, in September, the U.S. Court of Appeals
in Manhattan upheld the bankruptcy court's ruling that bankruptcy
law permits the airline to escape paying a make-whole fee,
although it would have been payable outside of bankruptcy.
Avoiding the fee through the Chapter 11 plan, the airline could
refinance the bonds at a lower interest rate, saving $200 million,
the company originally said.

In February, the bondholders' indenture trustee filed papers
asking the Supreme Court to grant an appeal, the report said.  The
airline has filed opposing papers.

The airline said the case doesn't justify Supreme Court review
because it has "no novel issues" and involves only a
"straightforward interpretation" of the loan documents and the
statute, the report related.

The once-bankrupt airline also said it would be inequitable to
allow an appeal because setting aside the lower courts' rulings
would be inequitable, the report further related.  The bondholders
didn't submit a bond to justify a stay pending appeal, and in the
meantime the airline paid $1.3 billion to pay off the bonds. The
airline even paid the higher default rate of interest, according
to the filing with the high court.

The case in the Supreme Court is U.S. Bank Trust NA v. AMR Corp.,
13-971, U.S. Supreme Court.

                     About American Airlines

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

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Delivers Rich Payout
---------------------------------------
Jack Nicas, writing for The Wall Street Journal, reported that
American Airlines Group Inc. distributed the last big chunk of its
payout to its bankrupt predecessor's shareholders, delivering them
a windfall that was even more enormous than previously expected.

According to the report, the April 8 payout was based on a formula
that awards shares in the new American to its predecessor's
holders based in part on the new company's stock performance.  As
those shares have soared, some who bought stock in the predecessor
eight months ago have earned a return of 13 times their
investment. Anyone who held those shares from their low point in
late 2011 has had their value grow 135 times.

The new American was formed by the December merger between US
Airways Group Inc. and American's predecessor company, AMR Corp.,
which entered bankruptcy in November 2011, the report related.
That month, its shares plunged as low as 20 cents each, valuing
the company at around $90 million.

Even before the deal closed on Dec. 9, it appeared likely to be a
bonanza for investors who gambled on AMR stock as bankruptcy-
related cost cutting, merger synergies and an overall improvement
in the airline industry boosted American's prospects, the report
said.  But the new company's stock has surged more than expected:
It ended trading on April 8 at $35.98, up 46% since it opened.

As a result, American said, one share in the former AMR has ended
up having a value of almost $27 based on the current American
stock price, and AMR shareholders now own about two-fifths of the
new American Airlines, a total stake valued at nearly $11 billion,
the report added.

                     About American Airlines

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

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

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

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

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

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

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

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

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


APERION COMMUNITIES: Case Converted to Chapter 7
------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona converted
the Chapter 11 bankruptcy case of Aperion Communities LLP to a
Chapter 7 liquidation proceeding and granted Adam E. Hauf, counsel
of the Debtor, to withdraw from the administrative proceeding.
Mr. Hauf will remain as counsel for the estate for the purpose of
the adversary proceeding pending further Court order.

According to court documents, Mr. Hauf reported to the Court at
the status hearing on Jan. 21, 2014, that he has not been able to
contact any party associated with the Debtor.

Aperion Communities LLLP filed a bare-bones Chapter 11 petition
(Bankr. D. Ariz. Case No. 13-12040) on July 15, 2013.  Adam E.
Hauf, Esq., at The Forakis Law Firm PLC, serves as counsel.  The
Debtor estimated at least $10 million in assets and $1 million to
$10 million in liabilities in its schedules.


ARCHDIOCESE OF MILWAUKEE: Panel, Insurers Object to Plan Outline
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of The Archdiocese of Milwaukee and insurer Continental
Casualty Company have filed objections to the disclosure statement
explaining the Archdiocese's Chapter 11 exit plan in advance of
the April 17 hearing to approve the plan outline.

The Committee wants the disclosure statement revised to reflect
that: "THE COMMITTEE BELIEVES THAT CONFIRMATION OF THE PROPOSED
PLAN IS NOT IN THE BEST INTERESTS OF CREDITORS AND THAT THE PLAN
SHOULD NOT BE CONFIRMED. THE COMMITTEE STRONGLY RECOMMENDS
THAT ALL CREDITORS RECEIVEING A BALLOT VOTE TO REJECT THE PLAN."

The Committee also wants the disclosure statement to provide that:
"The Archdiocese contends that ANY REPRESENTATIONS OR INDUCEMENTS
MADE TO SECURE YOUR ACCEPTANCE OF THE PLAN, OTHER THAN AS
CONTAINED IN THIS DISCLOSURE STATEMENT, SHOULD NOT BE RELIED
UPON BY YOU IN ARRIVING AT YOUR DECISION, AND SUCH ADDITIONAL
REPRESENTATIONS OR INDUCEMENTS SHOULD BE REPORTED TO COUNSEL
FOR THE ARCHDIOCESE, WHO SHALL IN TURN DELIVER SUCH INFORMATION
TO THE BANKRUPTCY COURT FOR SUCH ACTION AS MAY BE APPROPRIATE,"
but that the Committee and certain abuse survivors dispute this
contention and contend that solicitations of rejections of the
Plan is not limited to the information contained in this
Disclosure Statement.  The Committee and certain Abuse Survivors
also dispute the contention of the Archdiocese to the extent is
suggests that the Attorney-Client privilege does not apply to
protect communications between an attorney and his client
concerning acceptance or rejection of the Plan.

The Committee and certain Abuse Survivors also dispute that the
Archdiocese is acting for the well-being of the Abuse Survivors by
attempting to confirm its Plan.  Rather, the Committee believes
the Plan is a morally repugnant attempt to shield essentially all
of its assets, save insurance proceeds, from the claims of the
Abuse Survivors and obtain releases for itself and all its
parishes.

The Committee has filed a blacklined copy of the disclosure
statement indicating the information it wants included.  A copy of
the blacklined copy is available at:

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

Continental Casualty Company and several insurers, who issued or
allegedly issued certain insurance policies to the Debtor, said
the Disclosure Statement fails in numerous respects to provide
basic information that is necessary for creditors to make an
informed judgment about the Plan.  This includes, without
limitation: (a) failing to disclose material risks to confirmation
of the Plan; (b) inaccurately describing the Plan as insurance
neutral; (c) failing to sufficiently describe how the proceeds of
a settlement agreement with the London Market Insurers will be
allocated to the Personal Injury Settlement Trust; and (d)
inadequacies in postconfirmation projections.  In addition to
missing information, the Disclosure Statement "contains many
contingencies which are not clearly spelled out, and it would be
difficult for creditors to make an informed judgment.

The other objecting insurers are Granite State Insurance Company
and National Union Fire Insurance Company of Pittsburgh, PA;
Federal Insurance Co.; Interstate Fire & Casualty Company and
TIG Insurance Company, as successor by merger to International
Insurance Company, as successor to International Surplus Lines
Insurance Company; and Fireman's Fund Insurance Company.

As reported in the Feb. 21, 2014 issue of the TCR, the Archdiocese
of Milwaukee filed a plan of reorganization that would set aside
$4 million to pay off the claims of alleged clergy sex abuse
victims.

The plan filed Feb. 12 with the U.S. Bankruptcy Court for the
Eastern District of Wisconsin (Milwaukee) would establish a fund
worth $4 million, which would be made available to sex abuse
victims through a loan.  Up to $1 million of that could be used
to sue the archdiocese's insurance companies to increase the
funds available for victims.

Archbishop Jerome Listecki said in a statement that the Milwaukee
archdiocese would use its property as collateral for the loan.

The restructuring plan also would create a fund worth $500,000
for lifetime therapy for the victims and pay an estimated
$5 million for legal and accounting fees incurred in connection
with the archdiocese's bankruptcy case.

Under the plan, only 128 of the 377 victims who accuse diocesan
priests of abuse would be compensated.  All claims not involving
diocesan priests would be eliminated from consideration.

The proposed plan outlines an operational structure for the
archdiocese that would allow it to continue its ministry in the
community.

A full-text copy of the Chapter 11 reorganization plan and
disclosure statement is available for free at http://is.gd/j3eXBW

                           *     *     *

Annysa Johnson, writing for the Journal Sentinel, reported that
Jerry Topczewski, chief of staff for Archbishop Jerome Listecki,
said Friday that lawyers for the committee are "re-arguing points
that the court has already ruled upon."

"The committee's objections have been clearly addressed, in great
detail, in the disclosure statement," Mr. Topczewski said in an
email to the Journal Sentinel. "After three and one-half years, we
have turned a corner in this proceeding, and it is time for both
the archdiocese and the community to move forward by bringing the
Chapter 11 to its conclusion."

                  About Archdiocese of Milwaukee

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

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

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

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

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


AVAGO TECHNOLOGIES: Fitch Assigns 'BB+' Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings assigns a 'BB+' rating to Avago Technologies Ltd.'s
new wholly-owned indirect Cayman Island-based subsidiary, Avago
Technologies Finance Pte. Ltd.'s (Avago), and a 'BBB-' rating to
Avago's Senior Secured Credit Facilities.  The Rating Outlook is
Stable. Fitch's actions affect $6.1 billion of debt issuance,
including the undrawn Revolving Credit Facility (RCF).
The ratings and Outlook reflect Fitch's expectations for
strengthening credit protection measures from meaningful voluntary
debt reduction and profitability growth through the intermediate-
term.  Pro forma for the debt issuance and acquisition of LSI
Corp. (LSI), Fitch estimates total leverage (total debt to
operating EBITDA) will exceed 4(x) but decline to below 3.5x in
2015. Longer-term, Fitch anticipates total leverage below 3x.

Ratings Drivers

Avago will use net proceeds from the debt issuance, along with
cash balances, to fund the $6.6 billion cash acquisition of LSI
that is expected to close in the first half of 2014.  The
acquisition doubles Avago's size; makes it a leader in storage end
markets; leverages both companies' application specific integrated
circuits (ASIC) capabilities in wired infrastructure, and improves
substantial customer and end market concentration.

The ratings are supported by Avago's : i) leadership positions in
secular growth markets, ii) strong profitability with expectations
for profit margin expansion from cost synergies, and iii)
consistent and solid annual mid-cycle FCF, providing ample
financial flexibility for debt reduction.  Rating concerns center
on: i) Avago's initially weak credit protection measures at the
acquisition's close, ii) improved but still substantial customer
and end market concentration, particularly wireless infrastructure
and storage markets and iii) potential integration challenges,
mitigated by limited product overlap.

Pro forma for Avago's acquisition of LSI, the ratings and Outlook
reflect Fitch's expectations for solid operating performance,
driven by secular end market growth, improving profitability with
a credible operating margin expansion roadmap, and strengthening
annual free cash flow (FCF).  Fitch expects mid- to high-single
digit organic revenue growth in fiscal 2014, driven by solid
demand across end markets.

Despite expectations for continued cyclicality, accelerating LTE
adoption should drive secular demand, including higher smartphone
shipments, increasing complexity, growing internet bandwidth
demands and greater storage requirements.  Customer and end market
concentration is reduced but remains meaningful.  Wireless
communications and wired infrastructure will represent roughly
half of revenues, with storage constituting a little over a third.
Avago's top three customers will represent 26% of revenues.

Operating profit margin initially will erode, pro forma for the
acquisition.  Fitch estimates operating profit margin will decline
to the mid-20s from roughly 30% for the latest 12 months (LTM)
ended Feb. 2, 2014, due to LSI's higher operating expense
structure.  Nonetheless, Fitch expects $217 million of cost
synergies, which should begin contributing meaningfully to margin
expansion in fiscal 2015.  As a result, Fitch anticipates
operating EBITDA margins returning to 30% in the intermediate-
term.

Fitch expects mid-cycle annual FCF will average more than $500
million beyond the near-term but will be modest in fiscal 2014 due
to the impact of cash restructuring.  Capital spending should
return to normalized levels of $250 million or below, upon
completion of Avago's multi-year capacity expansion for the
manufacture of FBAR products.  Cash contributions related to LSI's
$335 million underfunded pension obligations should decline from
$75 million in 2014.

Ratings Sensitivities

Avago's use of FCF for voluntary debt reduction or higher
profitability from the achievement of cost synergies resulting in
total leverage approaching 2.5x could result in positive rating
actions, as Fitch believes the company will have the FCF capacity
for debt reduction.  Negative rating actions could result from: i)
market share erosion at a leading customer or in aggregate,
indicating an loss of technological advantage or ii) the
degradation of profitability and FCF, limiting voluntary debt
reduction and the company's ability to drive total leverage below
4x in the near-term.

Pro forma for the transaction, Fitch believes liquidity is solid
and consists of: (i) $750 million of cash and cash equivalents and
(ii) a $500 million undrawn senior secured RCF expiring 2019.
Consistent annual FCF also supports liquidity. Cash location is
not a concern for Avago, given the company's incorporation in
Singapore.

Pro forma for the acquisition, total debt is $5.6 billion and
consists of: i) $4.6 billion senior secured term loan B maturing
in 2019 and ii) $1 billion of privately placed convertible notes
due 2020.  The term loan B amortizes at $46 million (1%) annually
until the bullet maturity in 2019.

Fitch rates Avago as follows:

-- IDR 'BB+';
-- $4.6 billion Senior Secured Term Loan B 'BBB-'; and
-- $500 million Senior Secured Revolving Credit Facility (RCF)
    'BBB-'.


B&G FOODS: Specialty Brands Deal No Impact on Moody's 'Ba3' CFR
---------------------------------------------------------------
B&G Foods, Inc.'s announcement that it has entered into an
agreement to acquire Specialty Brands of America, Inc. for
approximately $155 million in a largely debt-financed transaction
is a credit negative, but it does not immediately impact the
company's Ba3 Corporate Family Rating (CFR) or stable rating
outlook.


BENJAMIN L. BROWN: Wins Final Approval to Sell Ranch Property
-------------------------------------------------------------
Bankruptcy Judge Ralph B. Kirscher granted the motion of Benjamin
L. Brown, Sr., for final approval of the auction sale of his ranch
property.

The Court overruled the objection of Charlie Hamwey and Real
Estate by Hamwey, which asserts that Hamwey is entitled to a 6%
real estate commission based on his listing agreement with the
Debtor under theories of equitable estoppel and other equitable
relief under 11 U.S.C. Sec. 105(a).

The Debtor filed his motion for final approval of the auction sale
of the ranch property on Dec. 6, 2013.   The highest bid for the
ranch property was $1 million plus a 10% buyer's premium. It
further states that the winning bidder assigned his rights to
Brian and Wanda Lilley, and that from the proceeds of the sale,
after normal closing costs and property taxes, a disbursement
would be made to J.P. King in the  amount of $100,000 pursuant to
the parties' Auction Listing Agreement and the remaining funds
would be disbursed to First Interstate Bank.  None of the proceeds
are to be allocated to the Debtor.  J.P. King received its
commission from the sale and was compensated for advertising and
marketing which it did not share with Hamwey.

A copy of th Court's April 3, 2014 Memorandum of Decision is
available at http://is.gd/Hf5nKzfrom Leagle.com.

Benjamin K. Brown was represented at the hearing by Gary S.
Deschenes, Esq., of Great Falls, Montana.  Hamwey was represented
by David T. Sulzbacher, Esq., at Christensen Fulton & Filz, PLLC,
Billings, Montana.  First Interstate Bank was represented by
Benjamin Hursh, Esq., of Missoula, and William D. Lambdin, III,
Esq., of Billings.  J.P. King was represented by Bob Sullivan,
Esq.

Benjamin L. Brown, Sr., filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62288) on Dec. 9, 2011.


BERNARD L. MADOFF: Trustee to Make Distribution of $349 Million
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Bernard L. Madoff Investment
Securities Inc. will make a fourth distribution of $349 million,
bringing total recoveries by customers so far to almost $6
billion.

According to the report, the next distribution of about 3.2
percent, for approval at a hearing on April 17, means that
customers will have received payment of more than 46 percent of
their claims, not including as much as $500,000 advanced to each
customer by the Securities Investor Protection Corp.

The new distribution is thanks in part to the $325 million
settlement of the trustee's claims against JPMorgan Chase & Co.,
the report related.  That settlement was approved in February by
the U.S. Bankruptcy Court in New York.

Of the more than 2,500 customers, about 45 percent will have been
paid in full after the fourth distribution, the report further
related.  All customers owed $925,000 or less will have been paid
in full.

So far, Irving Picard, the trustee unwinding Madoff's firm, has
recovered almost $9.8 billion for customers, the report said.
Everything Picard recovers eventually will go to customers because
expenses of the liquidation are paid by SIPC.

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BFG INVESTMENTS: Former Owner's Suit Fails to Comply With Barton
----------------------------------------------------------------
District Judge Nelva Gonzales Ramos in Corpus Christi, Texas,
granted the motion of Michael B. Schmidt to dismiss under Fed. R.
Civ. P. 12(b)(6) and the Barton Doctrine the proceeding styled as,
JOHN E. VILLEGAS, et al, Plaintiffs, v. MICHAEL B. SCHMIDT,
Defendant, Civil Action No. 2:13-CV-343 (S.D. Tex.).

BFG Investments, L.L.C. and BFG Development, Inc. were both owned
by John E. Villegas.  Both Investments and Development filed for
relief under Chapter 11 of the United States Bankruptcy Code in
2005.  When the cases were converted to Chapter 7 in 2006, Michael
B. Schmidt was appointed to act as the Chapter 7 Trustee for
Investments and Lisa Nichols served as Trustee for Development.

The Plaintiffs filed their Complaint, alleging that the Bankruptcy
Judge issued void orders that deprived the Plaintiffs of their
property.  In particular, Villegas complains that he lost all
value in the corporations when the automatic stay of 11 U.S.C.
Sec. 362 was lifted to allow creditors to collect against
corporate property without the benefit of insurance proceeds. The
Plaintiffs allege that the properties had been insured by
Nationwide Insurance and that the insurance should have been made
available to satisfy creditors.  Nationwide denied having issued
any coverage and a cause of action against Nationwide was
scheduled as property of the estate valued at $10 million.
However, Schmidt did not pursue that claim and it was abandoned.
Investments' Chapter 7 bankruptcy has been closed.

Villegas' action is not filed as an appeal of any order of the
Bankruptcy Court.  Instead, the Plaintiffs file this action under
28 U.S.C. Sec. 1334(b) as a case that "arises under," "arises in,"
or is "related to" a case under the Bankruptcy Code.  They seek a
declaratory judgment pursuant to 28 U.S.C. Sec. 2201(a) that the
Bankruptcy Court's orders were void and they sue Schmidt for his
failure to pursue litigation against Nationwide, which they allege
was grossly negligent and a breach of fiduciary duty.

Schmidt's Motion to Dismiss states that under Barton v. Barbour,
104 U.S. 126 (1881), the Plaintiffs must to seek leave from the
Bankruptcy Court before they can sue Schmidt as Chapter 7 Trustee.
No such leave was sought or obtained.  Schmidt also challenges the
parties' standing, and complains that Villegas is enjoined from
asserting any rights held by Investments and that no claim
regarding Developments is appropriate because Schmidt did not
serve as Chapter 7 Trustee for that entity.

A copy of the Court's April 4, 2014 Order is available at
http://is.gd/lVp4ukffrom Leagle.com.

Plaintiffs John E. Villegas, BFG Investments LLC, and BFG
Development Inc., are represented by:

     Chad Edward Fulda, Esq.
     HELLER AND ASSOCIATES LAW OFFICES PLLC
     801 W. Nolana Ave., Suite 321
     McAllen, TX 78504
     Tel: 956-687-8181
     Fax: 888-805-7885

Michael B. Schmidt, Trustee, is represented by:

     Michael Stuart Lee
     THE LEE FIRM PC
     615 N Upper Broadway Street # 708
     Corpus Christi, TX 78401
     Tel: (361) 882-4444


BROADWAY FINANCIAL: Incurs $1.1 Million Net Loss in 2013
--------------------------------------------------------
Broadway Financial Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
loss allocable to common stockholders of $1.08 million on $15.96
million of total interest income for the year ended Dec. 31, 2013,
as compared with a loss allocable to common stockholders of
$693,000 on $19.89 million of total interest income for the year
ended Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $332.48 million in total
assets, $306.89 million in total liabilities and $25.59 million in
total stockholders' equity.

                         Auditors' Report

"The Company did not have sufficient capital to repay the
debentures when they matured, and the debentures are in default as
to both principal and interest.  A proposal to extend the maturity
date of the debentures was approved by the requisite holders of
senior securities of the trust that is the holder of the
debentures on February 28, 2014, subject to several conditions
including approval from the Company's regulators and senior lender
and raising at least $6 million of additional equity capital that
will be used in part to make certain proposed payments of accrued
interest and principal on the debentures.  The debentures will
continue to be considered in default until the conditions of the
extension are met.  Also, as discussed in Note 2 and Note 15 to
the financial statements, the Company and its subsidiary bank,
Broadway Federal Bank, f.s.b. (the "Bank"), are both under formal
regulatory agreements.  Both the Company and the Bank are not in
compliance with these agreements as of December 31, 2013," Crowe
Horwath LLP, the Company's independent auditing firm, noted its
their report on the consolidated financial statements for the year
ended Dec. 31, 2013.

Crowe Horwath LLP did not issue a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2013.  The independent auditors previously expressed substantial
doubt about the Company's ability to continue as a going concern
in their report on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted
that the Company has a tax sharing liability to its consolidated
subsidiary that exceeds its available cash, the Company is in
default under the terms of a $5 million line of credit with
another financial institution lender in which the stock of its
subsidiary bank, Broadway Federal Bank is held as collateral for
the line of credit and the Company and the Bank are both under
formal regulatory agreements.  Furthermore, the Company and the
Bank are not in compliance with these agreements and the Company's
and the Bank's capital plan that was submitted under the
agreements has been preliminarily approved subject to completion
of its recapitalization.  Failure to comply with these agreements
exposes the Company and the Bank to further regulatory sanctions
that may include placing the Bank into receivership.  These
matters raise substantial doubt about the ability of Broadway
Financial Corporation to continue as a going concern.

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

                         http://is.gd/FwYEcx

                       About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System.  The Bank is currently regulated by
the Office of the Comptroller of the Currency and the Federal
Deposit Insurance Corporation.


BROOKSTONE HOLDINGS: Wins Interim Approval of DIP Financing
-----------------------------------------------------------
Brookstone Holdings Corp., the specialty retailer with plans to
sell to bigger rival Spencer's, on April 4, 2014, won interim
approval of their move to obtain $96.25 million of DIP financing
from certain of the holders of prepetition second-lien notes.

James M. Speltz, the president and CEO, explained that the Debtors
actively solicited proposals for DIP financing from more than 20
lenders and other financial institutions.  Four DIP financing
proposals were received, including proposals from Wells Fargo
Bank, National Association (the agent under the prepetition senior
secured credit facility) and an ad hoc committee of noteholders.
Although certain aspects of the DIP financing proposal made by the
noteholders were more expensive than the proposal made by Wells
Fargo, the noteholders' proposal is an integral component of, and
foundation for, a Chapter 11 plan of reorganization sponsored by
an affiliate of Spencer Spirit Holdings and supported by a
majority of the prepetition noteholders.  Facilitating a
comprehensive restructuring of the Debtors was a feature that no
other DIP lender could offer, Mr. Speltz said in a court filing.

                    Terms of DIP Facility

The Debtors propose the establishment of a superpriority secured
debtor-in-possession credit facility:

    * The first component of the DIP Facility involves Term Loan
Facility Tranche A, a $60.00 million principal amount delayed-draw
term loan facility that will provide for term loans.  The interest
rate will be 5.50% per annum and the closing fee will be 1.25%,
payable on Closing Date.

    * The second component involves Term Loan Facility Tranche B,
a $36.25 million principal amount term loan facility consisting of
(a) $6.25 million principal amount of new money term loans and (b)
$30.0 million principal amount of deemed term loans that will
roll-up Second Lien Notes held by certain DIP Lenders in the same
principal amount.  The Tranche B Term Loans will have an interest
rate of 0.30% paid-in-kind per annum, and will have no closing
fee.

The proceeds of the DIP Facility will be used for working capital
and for general corporate purposes, subject to the Approved DIP
Budget, including (a) to repay all amounts outstanding under the
pre-petition Wells Fargo revolver and term loan facility as of the
petition date and to cash collateralize any letters of credit
issued and outstanding thereunder, (b) to rollup a portion of the
existing Second Lien Notes, (c) to pay the fees, costs and
expenses of the DIP Agent and DIP Lenders, (d) to post cash
collateral in respect of postpetition letters of credit to be
issued for the benefit of the Debtors by a financial institution
satisfactory to the DIP Lenders and (v) to fund weekly into a
segregated account of the Debtors, the fees, costs and expenses of
the Debtors' estates' professionals.

The Debtors have retained Wilmington Savings Fund Society, FSB as
the proposed DIP Agent. The DIP Agent will receive an
administration fee of $50,000 payable on date of the closing of
any sale of the Debtors.

The maturity date of the DIP facility will be the earliest of
(i) the 12-month anniversary of the closing date, (ii) the
effective date of a Chapter 11 plan of reorganization, (iii) the
date of consummation of any sale of substantially all the assets,
(iv) if a final order with respect to the DIP facility is not
entered, 35 calendar days after the closing date, and (v) the date
of acceleration of the loans upon the occurrence of an event of
default.

                         Interim Order

The final hearing on the request for DIP financing is on April 25,
2014 at 9:30 a.m.  Objections are due April 18.

A copy of the Interim DIP Order is available for free at:

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

                   Other First Day Motions

Aside from the proposed financing, the specialty retailer on
April 3 filed a motion to assume a plan support agreement with
Spencer's, and submitted motions to:

  -- prohibit utilities from discontinuing service;
  -- establish bar dates for filing proofs of claims;
  -- implement a key employee retention plan and incentive plan;
  -- pay prepetition claims of shippers and warehousemen;
  -- honor prepetition obligations to customers;
  -- maintain their existing insurance policies;
  -- pay prepetition wages and benefits to employees;
  -- pay prepetition taxes and obligations; and
  -- maintain their existing bank accounts.

The Debtors want a June 16, 2014 general claims and administrative
claims bar date and a Sept. 30, 2014 governmental bar date.

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

    http://bankrupt.com/misc/Brookstone_1st_Day_Affidavit.pdf

                    About Brookstone Holdings

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

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

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

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

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

The Debtors have tapped K&L Gates LLP and Landis Rath & Cobb LLP
as attorneys, and Kurtzman Carson Consultants as claims agent.

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


BROOKSTONE HOLDINGS: Proposes KCC as Claims and Notice Agent
------------------------------------------------------------
Brookstone Holdings Corp., et al., seek approval from the
bankruptcy court to appoint Kurtzman Carson Consultants LLC, as
claims and noticing agent.

The Debtors propose to retain KCC at the rates set forth in the
services agreement.  The cost of KCC's services will be paid from
the Debtors' estates.

The Debtors say they have thousands of creditors and other
parties-in-interest involved in the Chapter 11 cases, which will
likely impose heavy administrative and other burdens on the
Debtors, the court and the clerk's office.

KCC holds a $25,000 retainer received from the Debtors prior to
the Petition Date.

According to the services agreement, KCC will charge at these
rates for these consulting services and rates:

                                 Discounted
   Position                             Hourly Rate
   --------                             -----------
Executive Vice President                  Waived
Director/Senior Managing Consultant        $180
Consultant/Senior Consultant            $75 to $160
Technology/Programming Consultant       $65 to $120
Project Specialist                      $55 to $100
Clerical                                $30 to $50
Weekend, holidays and overtime            Waived

KCC will charge these hourly rates for public securities and
solicitation services:

   Position                             Hourly Rate
   --------                             -----------
Solicitation Lead/Securities Director      $225
Senior Securities Consultant               $200

For its noticing services, KCC will waive fees for electronic
noticing, and $0.08 per page for facsimile noticing.  For claims
administration and management, KCC will charge $0.10 per creditor
per month for license fee and data storage.  For claims filing
services, the firm will charge $2.50 per claim.

KCC is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

                    About Brookstone Holdings

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

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

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

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

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

The Debtors have tapped K&L Gates LLP and Landis Rath & Cobb LLP
as attorneys, and Kurtzman Carson Consultants as claims agent.

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


BROOKSTONE HOLDINGS: Hiring K&L Gates as Bankruptcy Counsel
-----------------------------------------------------------
Brookstone Holdings Corp., et al., seek approval from the
bankruptcy court to employ K&L Gates LLP as their general
bankruptcy counsel.

K&L Gates intends to apply for compensation for professional
services rendered on an hourly basis and reimbursement of expenses
incurred in connection with the Chapter 11 cases.

K&L Gates attorneys Charles A. Dale ($720 per hour), John C.
Cushing ($680 per hour) and Mackenzie L. Shea ($500 per hour) will
have primary responsibility for providing services to the Debtors.

To the best of the Debtors' knowledge, K&L Gates is a
"disinterested person" within the meaning of 11 U.S.C. Sec.
101(14) and does not hold or represent an interest adverse to the
Debtors' estates.

                    About Brookstone Holdings

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

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

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

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

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

The Debtors have tapped K&L Gates LLP and Landis Rath & Cobb LLP
as attorneys, and Kurtzman Carson Consultants as claims agent.

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


BROOKSTONE HOLDINGS: Landis Rath to Act as Local, Conflicts Atty.
-----------------------------------------------------------------
Brookstone Holdings Corp., et al., seek approval from the
bankruptcy court to employ Landis Rath & Cobb LL as their Delaware
and conflicts counsel.

LRC has informed the Debtors that Adam G. Landis and Kerri K.
Mumfor, partners of LRC, and Kimberly A. Brown and Joseph D.
Wright, associates of LRC, as well as other partners and
associates of LRG who will be involved in the Chapter 11 cases,
are members in good standing of various state and federal bars.

The current rates of LRC partners range from $515 to $730 per
hour; associates range from $315 to $475 per hour; and legal
assistants range from $100 to $135 per hour.

Within 90 days of the Petition Date, LRC received retainer
payments from the Debtors amounting to $175,000 in advance payment
for and to secure the payment of actual and estimated professional
fees and disbursements to be incurred prior to the Petition Date.

Adam Landis attests that the firm neither holds nor represent any
interest adverse to the Debtors' estates and is a "disinterested
person" within the meaning of 11 U.S.C. Sec. 327(a) and 101(14).

                    About Brookstone Holdings

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

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

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

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

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

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

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


BROOKSTONE HOLDINGS: Proposes Spencer-Led Auction on June 2
-----------------------------------------------------------
As part of its plans to sell the business to an affiliate of
Spencer Spirit Holdings Inc., Brookstone Holdings Corp., et al.,
are seeking entry of an order:

   (i) authorizing them to assume a plan sponsorship
       agreement with SPB Acquisition, LLC, an affiliate
       of Spencer Spirit Holdings, Inc.;

  (ii) approving procedures for the solicitation of competing
       offers for the right to purchase all of the new capital
       stock of reorganized Brookstone Holdings to be issued
       under the Debtors' plan of reorganization;

(iii) approving a break-up fee for SPB in the event the
       Debtors pursue an alternative transaction; and

  (iv) authorizing them to conduct an auction for plan
       sponsorship.

A hearing to approve the proposed bidding procedures is slated for
April 25 at 9:30 a.m. (ET).  Objections are due April 18, 2014 at
4:00 p.m. (ET).

The Debtors, SPB and the ad hoc committee of second-lien
noteholders have reached agreement on the terms of a Chapter 11
plan of reorganization.  SPB has agreed to sponsor a Chapter 11
plan supported by the noteholders whereby SPB will acquire 100% of
the newly issued shares of stock of reorganized Brookstone
Holdings Corp. for $120 million in cash plus additional
consideration that in the aggregate the Debtors estimate could be
worth up to approximately $146.3 million.

To ensure that maximum value for the shares is achieved,
notwithstanding the extensive prepetition marketing efforts, the
right to serve as plan sponsor will be market tested through a
competitive auction process to be approved by this Court. To
induce SPB to serve as a stalking horse for a plan sponsorship
auction, the Debtors' have agreed, subject to the Court's approval
to certain "bidder protections" including a break-up fee of $3.7
million and an expense reimbursement of $500,000.

According to the Debtors, the sale of the shares to SPB, who will
operate the Brookstone chain as a going concern, will preserve
jobs for most of Brookstone's full and part time employees.  This
acquisition will also preserve relationships with landlords and
vendors and will rejuvenate the Debtors both financially and
operationally, Mr. Speltz tells the Court.

                            Auction

The right to serve as plan sponsor will be "market-tested" through
a competitive auction process to be approved by the Court.  The
Debtors propose these rules:

   -- Any potential bidder must submit a qualified bid prior
      to 4:00 p.m. ET on May 28, 2014;

   -- Any competing bid must exceed the aggregate consideration
      offered by SPB by at least $4.45 million; and

   -- If one or more qualified bids have been submitted, the
      Debtors will conduct an auction on June 2, 2014 at
      10:00 a.m. ET at the offices of their counsel, K&L Gates
      LLP, in Boston, Massachussets.

                        The Chapter 11 Plan

The transactions contemplated by the Stock Purchase Agreement with
SPB will be implemented through a Chapter 11 reorganization plan.
On the effective date of the Plan, the stalking horse or the
prevailing bidder will purchase 100% of the shares of the
reorganized company.  The cash portion of the purchase price will
be distributed in accordance with the SPA and term sheet attached
to the Plan Sponsorship Agreement.

Under the term sheet, the parties agree that the Debtors will
submit a Chapter 11 plan that will provide for these terms:

    * Holders of DIP facility claims will receive payment in
      full in cash on the Effective Date.

    * Administrative claims and priority tax claims will be
      paid in full.

    * Holders of secured claims (other than the noteholder
      claims) are unimpaired;

    * Second lien noteholder claims will be deemed allowed in
      the aggregate principal amount outstanding of $125.6
      million plus interest.  Each holder of a noteholder claim
      will receive a pro rata share of (1) all of the Debtors'
      cash and cash equivalents other than "store cash",
      (2) 50% of the Effective Date "net distributable cash",
      (3) any residual cash from the claims and adjustment
      escrow and (4) and the notes.  Each noteholder will also
      been deemed to hold an allowed general unsecured claim
      equal to the difference between the value of cash and
      property distributed on account of the secured portion
      of the claim and the total allowed amount of such claim.

    * Holders of general unsecured claims (including noteholder
      deficiency claims) will receive on the Effective Date a
      pro rata share of $1 million in cash from the proceeds
      of the purchase price.

    * Existing equity interests will be extinguished and the
      holders of these interests will not receive a distribution.

The Debtors have agreed to various milestones, including:

   -- On or before April 9, 2014, the Debtors will furnish
      the plan sponsor with disclosure schedules required by
      the SPA;

   -- On or before April 25, 2014, the order approving the RSA
      and the bidding procedures will have been entered by the
      bankruptcy court;

   -- On or before May 7, 2014, the Final DIP Order will have
      been entered by the Bankruptcy Court;

   -- On or before July 7, 2014, the plan confirmation order
      will have become a final order and the effective date of
      the Plan will have occurred.

                    About Brookstone Holdings

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

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

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

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

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

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

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


CAPITOL CITY: Incurs $5.5 Million Net Loss in 2013
--------------------------------------------------
Capitol City Banchares, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss available to common shareholders of $5.53 million on
$11.38 million of total interest income for the year ended
Dec. 31, 2013, as compared with a net loss available to common
shareholders of $1.79 million on $13.30 million of total interest
income in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $286.97
million in total assets, $286.26 million in total liabilities and
$704,405 in total stockholders' equity.

Nichols, Cauley & Associates, LLC, in Atlanta, GA, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company is operating under regulatory orders to, among
other items, increase capital and maintain certain levels of
minimum capital.  As of December 31, 2013, the Company was not in
compliance with these capital requirements.  In addition to its
deteriorating capital position, the Company has suffered
significant losses related to nonperforming assets, and has
significant maturities of liabilities within the next twelve
months.  These matters raise substantial doubt about the ability
of Capitol City Bancshares, Inc., and subsidiaries to continue as
a going concern.

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

                        http://is.gd/J2pE0L

                        About Capitol City

Atlanta, Georgia-based Capitol City Bancshares, Inc., was
incorporated under the laws of the State of Georgia for the
purposes of serving as a bank holding company for Capitol City
Bank and Trust Company.  The Bank operates a full-service banking
business and engages in a broad range of commercial banking
activities, including accepting customary types of demand and
timed deposits, making individual, consumer, commercial, and
installment loans, money transfers, safe deposit services, and
making investments in U.S. government and municipal securities.


CASCELLA & SON: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Cascella & Son Construction, Inc.
        2 Easton Heights Lane
        Easton, CT 06612

Case No.: 14-50518

Chapter 11 Petition Date: April 7, 2014

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Hon. Alan H.W. Shiff

Debtor's Counsel: James M. Nugent, Esq.
                  HARLOW, ADAMS, AND FRIEDMAN
                  One New Haven Ave, Suite 100
                  Milford, CT 06460
                  Tel: (203) 878-0661
                  Fax: (203) 878-9568
                  Email: jmn@quidproquo.com

Total Assets: $0

Total Liabilities: $3.48 million

The petition was signed by Todd Michael Cascella, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ctb14-50518.pdf


CENTRAL FEDERAL: Incurs $918,000 Net Loss in 2013
-------------------------------------------------
Central Federal Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $918,000 on $7.50 million of interest and dividend
income for the year ended Dec. 31, 2013, as compared with a net
loss of $3.76 million on $7.26 million of interest and dividend
income in 2012.  The Company incurred a net loss of $5.42 million
in 2011.

For the three months ended Dec. 31, 2013, the Company reported net
income of $831,000 on $1.51 million of net interest income as
compared with a net loss of $434,000 on $1.02 million of net
interest income for the same period during the prior year.

As of Dec. 31, 2013, the Company had $255.74 million in total
assets, $232.88 million in total liabilities and $22.86 million in
total stockholders' equity.

Timothy T O'Dell, CEO, commented: "Our Leadership Team remains
relentlessly focused on executing our business plan, strategy and
tactics.  Our success in attracting quality full-service business
relationships, coupled with our success in adding talented bankers
makes us highly optimistic for 2014."

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

                        http://is.gd/jwukwe

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

As reported by the TCR on Feb. 4, 2014, The Office of the
Comptroller of the Currency has terminated the Cease and Desist
Order against CFBank, a subsidiary of Central Federal Corporation,
effective Jan. 23, 2014.  The CFBank Order has been in place since
May 25, 2011, which was prior to the 2012 capital raise and
recapitalization of Central Federal Corporation and CF Bank by the
current management team and standby investor group led by Timothy
O'Dell (CEO), Thad Perry (President) and Robert Hoeweler
(Chairman).


COLDWATER CREEK: Retailer to File for Liquidation
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Coldwater Creek Inc., a 379-store women?s wear
retailer, won?t even attempt to reorganize, according to two
people with knowledge of the matter.

The Sandpoint, Idaho-based company has an offer from a liquidator
to sell off the assets, the report said.  The bankruptcy filing
may take place this week, the report added.

Comparable-store sales declined 17 percent for the quarter ended
in November, the report related.

Coldwater Creek Inc. is a specialty retailer of women's apparel,
accessories, jewelry and gift items.  Founded in 1984 as a catalog
company, Coldwater Creek is now a multi-channel specialty retailer
generating $228.5 million in net sales in the three months ended
Nov. 1, 2008.  The company's proprietary merchandise assortment
reflects a sophisticated yet relaxed and casual lifestyle.


COLOR STAR: Final Cash Collateral Hearing Set for April 14
----------------------------------------------------------
A final hearing on Color Star Growers of Colorado, Inc., et al.'s
Cash Collateral Motion has been scheduled for April 14, 2014, at
3:30 p.m. before Judge Brenda T. Rhoades in Plano, Texas.

This comes after the Bankruptcy Court entered a fourth interim
order allowing the Debtors access to Cash Collateral through a
March 31, 2014 termination date in accordance with a prepared
budget.  The Termination Date can be extended upon written
stipulation among the Debtors and the Lenders.

On the Termination Date, all of the Debtors' cash in excess of (a)
expenses incurred in accordance with the First Interim Budget
through the Fourth Interim Budget that remain unpaid, plus (b)
$500,000 will be paid to Lenders as an adequate protection
payment.

Cash Collateral permitted to be used for the Debtors' and Official
Committee of Unsecured Creditors' professionals in the Fourth
Interim Budget may be sed to investigate the liens, security
interests and claims of the Lenders and MCG.

The Debtors will have until April 17, 2014, to file and serve on
the Prepetition Lenders any challenge to among other things the
validity and priority of the Prepetition Lenders' liens and
security interests in the Debtors' assets or the Cash Collateral.

                        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.


CREATION'S GARDEN: Gets Bankruptcy Case Dismissed
-------------------------------------------------
Judge Vincent P. Zurzolo entered a ruling on March 27, 2014,
dismissing the Chapter 11 cases of Creation's Garden Natural
Products, Inc., et al.

Creation's Garden Natural Products, Inc., filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-37815) in Los Angeles on
Nov. 20, 2013.  An affiliate, Creation's Garden Natural Food
Markets, Inc., simultaneously sought bankruptcy protection.  Dino
Guglielmelli, president and holder of 100% of the common stock,
signed the petition.

The Debtors are represented by attorneys at Leven, Neale, Bender,
Yoo & Brill L.L.P.  Sherwood Partners, LLC, serves as financial
advisor and marketing consultant.

Creation's Garden Natural Products disclosed assets of $14,398,785
and liabilities of $16,991,488.


CUSTOM CONTRACTORS: Conduit Defense Protects IRS From Claim
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Atlanta ruled that the
Internal Revenue Service can raise the "mere conduit" defense when
sued for a fraudulent transfer involving receipt of an estimated
tax payment.

According to the report, the case involved the owner of a bankrupt
Subchapter S corporation where the company's tax liabilities or
refunds flowed through to the individual on his own tax return.
The dispute involved a $26,000 payment the company made to the IRS
on account of what would be the owner's personal tax liability.

The payment was later returned in the form of a tax refund paid by
the IRS to the owner when the company incurred losses flowing
through to the owner, the report said.

The bankruptcy trustee sued the IRS on a fraudulent-transfer
theory, contending the company was insolvent when it paid the
$26,000 on behalf of the owner and received no benefit from the
payment because it was discharging the owner's potential tax
liability, not its own, the report related.

The bankruptcy court found against the IRS and the district judge
reversed, concluding that the tax agency was a "mere conduit" not
subject to suit for receiving a fraudulent transfer, the report
further related.  On further appeal, U.S. Circuit Judge Charles R.
Wilson upheld the district court in a March 26 opinion.

The case is Menotte v. U.S. (In re Custom Contractors LLC), 12-
16489, U.S. Court of Appeals for the  11th Circuit (Atlanta).

Headquartered in Martinez, Georgia, Custom Contractors and
Associates, Inc., filed for Chapter 11 relief on Aug. 28, 2008
(Bankr. S.D. Ga. Case No. 08-11806).  James T. Wilson, Jr., Esq.,
at James T. Wilson, Jr., PC, represents the Debtor as counsel.
When the Debtor filed for bankruptcy protection, it listed assets
and debts of between $10 million and $50 million each.


DETROIT, MI: Judge Hiring Expert on Plan Feasibility
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Detroit's bankruptcy judge is hiring his own
independent expert witness to testify on whether city's municipal
debt-adjustment plan is feasible and based on reasonable
assumptions.

According to the report, U.S. Bankruptcy Judge Steven Rhodes said
in a court filing that he has "an independent duty" to determine
whether the plan is feasible, "even if no party objects to plan
confirmation."  The expert would testify at the confirmation
hearing for Detroit's plan, the report related.  The court-
appointed expert would also file a written report.

In a declaration filed with the U.S. Bankruptcy Court for the
Eastern District of Michigan, Southern Division, Financial
Guaranty Insurance Company said the nominating creditors agreed to
nominate as labor nominees:

   * Robert D. Gordon, Esq. -- rgordon@clarkhill.com
     CLARK HILL PLC
     Birmingham, Michigan

   * Barbara A. Patek, Esq. -- bpatek@ermanteicher.com
     ERMAN, TEICHER, ZUCKER & FREEDMAN, P.C.
     Southfield, Michigan

   * Claude D. Montgomery, Esq. -- claude.montgomery@dentons.com
     DENTONS US LLP
     New York

The nominating creditors also agreed to nominate as financial
nominees:

   * Rick L. Frimmer, Esq. -- rfrimmer@schiffhardin.com
     SCHIFF HARDIN LLP
     Chicago, Illinois

   * Stephen C. Hackney, Esq. -- shackney@kirkland.com
     KIRKLAND & ELLIS LLP
     Chicago, Illinois

   * Guy S. Neal, Esq. -- gneal@sidley.com
     SIDLEY AUSTIN LLP
     Washington, D.C.

The judge said he's seeking one or more experts in municipal
finance, budgeting and planning who will be "fair, unbiased and
independent," the report further related.  The assignment includes
analyzing the "reasonableness of the assumptions that underlie the
city's cash flow forecasts and projections."

A bankruptcy judge made an independent analysis of feasibility in
the reorganization of Las Vegas Monorail Co., the 3.9 mile (6.3
kilometer) driverless transportation system that winds its way
behind the casinos on the east side of the Las Vegas Strip, the
report recalled.  In that case, U.S. Bankruptcy Judge Bruce
Markell, now a law professor, decided on his own from court
testimony that the monorail probably couldn't refinance debt when
it matured. Even though all creditors wanted him to approve the
plan, Judge Markell refused and didn't give his consent to exit
Chapter 11 until May 2012, when the plan had been modified to cut
debt significantly.

An interview of the nominees will take place on April 18 in open
court.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Emergency Managers Says Time Short for a Plan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Kevyn Orr, Detroit's emergency manager, said time is
running short for creditors to agree with the city on a Chapter 9
municipal debt-adjustment plan. He said creditors already have
enough information to negotiate a plan and don't need more, the
report related.

Further delay threatens to end agreements with the Michigan
legislature and private philanthropies to provide cash minimizing
cuts in pensions, according to the report.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DEVINE BLESSINGS: Case Summary & 5 Unsecured Creditors
------------------------------------------------------
Debtor: Devine Blessings, Inc
        1400 Coleman Ave, Suite B23
        Santa Clara, CA 95050

Case No.: 14-51505

Chapter 11 Petition Date: April 7, 2014

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Hon. Charles Novack

Debtor's Counsel: Eliza Xuan Wang, Esq.
                  MERIDIAN LAW
                  675 N 1st St. #765
                  San Jose, CA 95112
                  Tel: (408)289-8868
                  Email: ewang@meridianlawcorp.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Thomas John Spielbauer, president.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/canb14-51505.pdf


DFC GLOBAL: S&P Puts 'B' Issuer Credit Rating on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including the 'B' issuer credit rating, on DFC Global
Corp. on CreditWatch with negative implications.

"Our CreditWatch negative listing follows DFC's lowered earnings
guidance and announced buyout agreement with an affiliate of Loan
Star Funds," said Standard & Poor's credit analyst Igor Koyfman.
Loan Star has committed cash of $750 million, which S&P expects it
will use to purchase DFC's common stock--approximately $370
million--and for general corporate purposes.  DFC outlined in an
8K filed with the Securities and Exchange Commission that
Jefferies Finance LLC and Credit Suisse committed to a $125
million revolving credit facility and a $750 million bridge loan
to help fund the buyout.  S&P expects DFC will use the proceeds to
retire most of its existing debt and that the company will
establish a more permanent capital structure after the transaction
closes.

S&P expects the transaction will reduce DFC's total debt.
However, the company's weaker-than-expected financial performance,
underpinned by new lending guidelines in the U.K., will offset the
expected improvement in leverage.  In a separate press release,
DFC reduced its fiscal 2014 EBITDA guidance to between $151
million to $156 million, from $170 million to $200 million.

On April 1, 2014, U.K.'s Financial Conduct Authority (FCA) took
over regulatory responsibilities of the consumer credit industry,
including payday lending, from the Office of Fair Trade (OFT).
DFC operates under a single set of consumer lending laws that
covers the entire country. In February 2014, the new regulator
released details on its proposed regime, including tougher rules
for payday lenders.  Specifically, these rules involve
affordability assessments, specific disclosures and risk warnings,
a limitation of two roll-overs per customer (extending a loan term
for a fee), and a continuous payment authority (limitation on
collection attempts) of two attempts to seek loan repayment.  The
FCA also announced that it will impose a cap on payday loans in
January 2015.

DFC is in the process of aligning its business to conform to the
FCA's new guidelines.  The rollover and continuous payment
authority limitations, which will become effective July 1, 2014,
represent the most significant change to DFC's product offering,
in S&P's view.  Together, they have resulted in lower loan volume,
higher losses, and higher collection expense.  Volume has declined
because some customers can't continue to refinance their loan, and
the company has tightened its underwriting standards.  Losses have
increased because customers can't repay the loan when it comes due
and DFC has collection limitations due to changes to the
continuous payment authority.  Lastly, collection expense has
increased because the company has invested in infrastructure and
staff to comply with the new regulatory regime.

S&P's rating on DFC is based on the company's exposure to
regulatory risk, high leverage, and expected private equity
ownership.  Other considerations include DFC's geographic and
product diversity -- relative to other companies operating in its
market segment -- and significant resources dedicated to
compliance and risk management.

S&P plans to resolve the CreditWatch listing following analysis of
DFC's financials in conjunction with the closing of the proposed
transaction, which DFC said it expects to close in the third
quarter of calendar-year 2014, pending satisfaction of various
closing conditions, financing, and regulatory approvals.  As a
result of S&P's review, it can affirm or lower its ratings.  S&P
could affirm the rating if DFC reduces its debt and maintains debt
to EBITDA below 6.0x.  Otherwise, S&P would likely lower the
rating.


DIALOGIC INC: Reports $53.9 Million Net Loss in 2013
----------------------------------------------------
Dialogic Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$53.93 million on $132.08 million of total revenue for the year
ended Dec. 31, 2013, as compared with a net loss of $37.61 million
on $160.07 million of total revenue in 2012.

For the three months ended Dec. 31, 2013, the Company reported a
net loss of $37.03 million on $37 million of total revenue as
compared with a net loss of $5.25 million on $36.99 million of
total revenue for the same period during the prior year.

As of Dec. 31, 2013, the Company had $66.72 million in total
assets, $133.72 in total liabilities and a $66.99 million total
stockholders' deficit.

                        Bankruptcy Warning

"In the event of an acceleration of our obligations under the Term
Loan Agreement or Revolving Credit Agreement and our failure to
pay the amounts that would then become due, the Revolving Credit
Lender or Term Lenders could seek to foreclose on our assets.  As
a result of this, we would likely need to seek protection under
the provisions of the U.S. Bankruptcy Code and/or our affiliates
might be required to seek protection under the provisions of
applicable bankruptcy codes," the Company said in the Annual
Report.

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

                        http://is.gd/bR0jUT

                          About Dialogic

Milpitas, Cal.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.


DIGERATI TECHNOLOGIES: Sale-Based Plan Wins Court Approval
----------------------------------------------------------
U.S. Bankruptcy Judge Jeff Bohm in Houston, Texas, signed off on
an agreed order confirming the Joint Plan of Reorganization for
Digerati Technologies Inc.

The Plan was filed Feb. 27, 2014, by these parties-in-interest:

     * Riverfront Capital LLC,
     * Recap Marketing and Consulting LLP,
     * Rainmaker Ventures II Ltd., and
       WEM Equity Capital Investments Ltd.,
     * Hurley Fairview LLC,
     * Terry Dishon,
     * Sheyenne Rae Nelson Hurley, and
     * the Debtor

On March 3, the Court gave conditional approval to the Disclosure
Statement and set April 4 as the confirmation hearing.

The Plan contemplates a significant reduction in the Debtor's
operations and debt through the sale of two of the Debtor's units
-- Hurley Enterprises and Dishon Disposal Inc.  Proceeds from the
sale will be used to help fund the Plan.  The Debtor will continue
to own the common stock of its remaining subsidiary, Shift8
Technologies, Inc., which is a holding company for Digerati
Networks Inc. and Shift8 Networks, Inc., f/k/a Digerati Broadband
Inc.

The Plan separates Claims into six classes and Interests into two
classes.  General unsecured claims, including holders of
convertible debentures, will be paid in full under the Plan
without postpetition interest, from the net sale proceeds of
either Dishon Disposal or Hurley Enterprises, whichever occurs
first.

On March 25, the Plan Proponents filed a plan supplement naming
James J. Davis as independent director for the Reorganized Debtor.

Pursuant to the Court's order, Mr. Davisis approved as independent
director.  Arthur Smith and William McIlwain are also approved as
directors.  William Greendyke is appointed the trustee of the
Grantor Trust and will serve as disbursing agent.

The Order provides that if Dishon Disposal is not sold by Aug. 31,
2014, the automatic stay will terminate to permit the holders of
Allowed Class 1 Secured Claims to pursue legal remedies.
Moreover, if Hurley Enterprises is not sold by Aug. 31, the
automatic stay will terminate to permit the holders of Allowed
Class 2 Secured Claims to pursue their legal remedies.

As reported by the Troubled Company Reporter, the Plan has
projected to have an effective date of Dec. 31.

Under the Plan, Terry Dishon's secured claims tied to pre-
bankruptcy notes, in the principal amount of $30 million, is
grouped in Class 1 and will be paid in full from the proceeds of
the sale of Dishon Disposal.  If Terry Dishon's Class 1 Allowed
Secured Claim is not paid in full, the deficiency balance will be
waived except for a claim for certain refund as provided in the
plan.

The secured claims of Hurley Fairview LLC ($20 million) and
Sheyenne Rae Nelson Hurley ($10 million) are placed in Class 2
under the plan and will be paid in full from the proceeds from the
sale of Hurley Enterprises Inc.  If Class 2 secured claims are not
paid in full, the deficiency balance will be waived except for a
claim for certain refund as provided in the plan.

Holders of Class 1 and Class 2 claims are impaired and entitled to
vote on the plan.

Holders of general unsecured claims of $1,000 or less are placed
in Class 3; they will be paid in full without postpetition
interest, within 30 days after confirmation of the plan, from
available surplus cash on hand.  They are impaired.

Holders of general unsecured claims in excess of $1,000 are
grouped in Class 4, and will be paid in full, without postpetition
interest, from the net sale proceeds of either the Dishon or
Hurley divisions, whichever comes first, from the so-called Dishon
plan carve-out, the Hurley plan carve-out or from financing.
Payment will be made 30 days after the closing date or upon
allowance of the claim.  The conversion feature permitting
conversion of debt to common stock contained in any convertible
debentures is revoked.

Alternatively, holders of Class 4 claims may elect to reduce the
claim to $1,000 and be included in Class 3.

Class 5 consists of "Subordinated Unsecured Claims Arising
Out Of Disputed Rights To Preferred Series 'A' Interests."  They
will be paid after creditors in Classes 1 to 4 are paid in full.
All stock certificates representing Preferred Series A shares are
deemed cancelled.

Class 6 consists of "Super Voting Rights Arising Out Of The
Disputed Rights Of Preferred Series 'E' Interests" of Oleum
Capital LLC.  All stock certificates for Series E shares are
deemed cancelled, and the holders won't receive any distribution.

Holders of equity interests of Digerati common stock are grouped
in Class 7, while holders of warrants, preferred stock, and stock
options issued by Digerati prior to the confirmation are in Class
8.  According to the plan, Class 7 shareholders will retain their
common stock in Digerati and remain 100% of the shareholders of
the reorganized company.  Meanwhile, the warrants, preferred
stock, and stock options issued by Digerati will be deemed
cancelled.

The Agreed Order was signed by the Plan Proponents through their
counsel.

Counsel to Riverfront Capital, Hurley Fairview, Terry Dishon and
Sheyenne Rae Nelson Hurley:

     COKINOS BOSIEN & YOUNG
     Craig E. Power, Esq.
     Misty A. Segura, Esq.
     Tiffany M. Melchers, Esq.
     Four Houston Center
     1221 Lamar St., 16th Flr
     Houston, TX 77010
     Tel: 713-535-5500
     Fax: 713-535-5533
     E-mail: cpower@cbylaw.com
             msegura@cbylaw.com
             tmelchers@cbylaw.com

Counsel to Recap Marketing, WEM Equity and Rainmaker Ventures II:

     WALKER & PATTERSON PC
     Miriam Goott, Esq.
     4815 Dacoma St
     Houston, TX 77092
     Tel: 713-956-5577
     E-mail: jjp@walkerandpatterson.com

          - and -

     THE KELLEY LAW FIRM
     Lloyd E. Kelley, Esq.
     2726 Bissonnet, Suite 240 PMB 12
     Houston, TX 77005
     Tel: 281-492-7766
     Fax: 281-652-5973
     E-mail: Kelley@lloydkelley.com

                   About Digerati Technologies

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

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

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

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

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


DOTS LLC: Sells 32 Leases to Rainbow Southeast
----------------------------------------------
Dots, LLC, et al., sought and obtained authority from the U.S.
Bankruptcy Court for the District of New Jersey to assume and
assign to Rainbow Southeast Leasing, Inc., 32 unexpired leases of
non-residential real property.

The Debtors have entered into a stalking horse purchase agreement
with Rainbow, under which Rainbow committed to purchase up to 201
leases for a purchase price of $2.1 million.  In orders dated
March 31, 2014, the Court authorized the Debtors to sell six
leases to Rainbow.  In an order dated March 27, the Court
authorized the Debtors to sell 26 leases to Rainbow.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
another hearing is set for April 22 for approval to sell an
additional 145 leases in stores where going-out-of-business sales
are under way.

                         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.


DOTS LLC: Gets Final Authority to Pay $5-Mil. to Critical Vendors
-----------------------------------------------------------------
Dots LLC, et al., obtained final authority from the U.S.
Bankruptcy Court for the District of New Jersey to to pay all or
part of, on a case-to-case basis, the prepetition claims of
critical vendors in an aggregate amount not to exceed $5 million.

The Order provides that if a Critical Vendor refuses to supply
goods to the Debtors on Customary Trade Terms following payment of
any portion of its Critical Vendor Claim, or fails to comply with
any trade agreement it entered into with the Debtors, the Debtors
are authorized to, in their discretion and without further order
of the Court, (i) declare that any Trade Agreement between the
Debtors and such Critical Vendor is terminated, and (ii) declare
that any payments made to a Critical Vendor on account of its
Critical Vendor Claim, whether pursuant to a Trade Agreement or
otherwise, be deemed to have been in payment of then-outstanding
postpetition claims of that Critical Vendor without further order
of the Court.

                         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.


DOTS LLC: Has Until Aug. 18 to Decide on Leases
-----------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
Dots, LLC, et al.'s time to assume or reject their unexpired
nonresidential real property leases to the earlier of:
(a) Aug. 18, 2014, or (b) the date of the entry of an order
confirming a Chapter 11 plan in the Debtors' bankruptcy cases.

Smart Apparel (U.S.), Inc., a counterparty to an unexpired lease
of non-residential real property, complained that the Debtors
failed to remit the monthly rental payment for their use and
occupancy of premises in a building known as 1400 Broadway, New
York.  Smart Apparel asserted that the failure to pay postpetition
rent is one of the factors the Court should consider when
determining whether to extend the Debtors' time to assume or
reject.  The Court overruled Smart Apparel's objection.

Smart Apparel is represented by Seth H. Lieberman, Esq. --
slieberman@pryorcashman.com -- and Patrick Sibley, Esq. --
psibley@pryorcashman.com -- at PRYOR CASHMAN LLP, in New York.

                         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.


DUTCH LLC: S&P Assigns 'B' CCR & Rates $20MM Secured Debt 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Vernon, Calif.-based women's apparel producer
Dutch LLC.  The outlook is stable.

At the same time, S&P assigned its 'BB-' issue-level rating to the
company's proposed $20 million secured revolving credit facility
due 2019.  The recovery rating is '1', indicating S&P's
expectation for very high (90% to 100%) recovery for debtholders
in the event of a payment default.  S&P also assigned its 'B'
issue-level rating to the company's proposed $200 million secured
term loan due 2020.  The recovery rating is '3', indicating S&P's
expectation for meaningful (50% to 70%) recovery for debtholders
in the event of a payment default.

Standard & Poor's is assigning ratings to Dutch in conjunction
with its pending refinancing transaction, which will include the
repayment of mezzanine debt the company's owners hold.  "We expect
the transaction to be leverage-neutral," said Standard & Poor's
credit analyst Linda Phelps.

The ratings on Dutch reflect Standard & Poor's assessment of the
company's financial risk profile as "aggressive," for which
indicative ratios include leverage of 4x to 5x.  Additionally, the
ratings reflect S&P's assessment that the company has a
"vulnerable" business risk profile.  This assessment incorporates
the company's small scale, narrow business focus on high-end
contemporary women's apparel, and heavy reliance on its flagship
Joie brand.

(Dutch LLC is a privately held company and does not publicly
disclose its financial statements.)


EMERALD PERFORMANCE: S&P Raises Rating on 1st Lien Loan to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on Emerald Performance Materials LLC's first-lien term loan to
'B+' from 'B'.  S&P revised the recovery rating on this debt to
'2', indicating its expectation of substantial (70% to 90%)
recovery of principal in the event of a default.  At the same
time, S&P affirmed its 'B' corporate credit rating on Emerald
Performance Holding Group LLC.  The outlook is stable.

The upgrade of the first-lien debt reflects the company's growth
and increased profitability as a result of its significant
investments in benzoic-acid based plasticizers (K-Flex) at both
its Kalama and Rotterdam facilities.  "We believe that these
investments have strengthened the company's competitive position
within its niche markets and would support a higher recovery in
the event of a payment default," said Standard & Poor's credit
analyst Pranay Sonalkar.

The corporate credit rating is based on S&P's assessment of
Emerald's business risk profile as "fair" and financial risk
profile as "highly leveraged".

S&P's assessment of Emerald's "fair" business risk profile
reflects the company's narrow product focus, limited track record
and exposure to some highly cyclical end-markets related to autos,
tires, coatings and adhesives.  These weaknesses are partly offset
by its respectable positions in niche products, improving EBITDA
margins and good customer and geographic diversity.

The stable outlook on Emerald Performance Holding Group reflects
Standard & Poor's expectation that the company's niche position in
key specialty chemicals and recent investments in K-Flex will
continue to support operating margins at current levels and allow
the company to maintain FFO to debt of above 10% and leverage of
about 5x.  S&P also expects the company to generate good free cash
flow in 2014 and 2015 as a result of lower capital expenditures.

Although S&P considers an upgrade unlikely, it could raise the
ratings if the company's business risk profile improves, possibly
as a result of increased operating efficiency or a stronger
competitive advantage, and the company were to maintain an FFO to
total adjusted debt ratio of more than 15% through a business
cycle.  This would also require financial policies that support
the higher rating.

S&P could lower the rating if unexpected cash outlays or business
difficulties significantly reduce the company's liquidity.  In
addition, S&P could lower the rating if an acquisition or dividend
caused leverage to exceed 6.5x and the company to generate
negative free cash flow.  S&P thinks this could occur if the
company were to pursue a $200 million dividend and operating
margins were to decline by 200 basis points.


FEDERAL-MOGUL: S&P Retains B Rating Following Proposed Loan Mix
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings
(including issue ratings) and outlook on Federal-Mogul Holdings
Corp. (B/Negative/--) are unchanged following the company's
announced change to its proposed loan mix.  S&P now expects the
company's proposed four-year term loan B to be $700 million (up
from $500 million) and the proposed seven-year term loan C to be
$1.9 billion (down from $2.1 billion).  The term loans B and C are
pari passu and the total debt raised remains the same, thus, the
issue-level and recovery ratings are unchanged.

The negative outlook on the corporate credit rating reflects S&P's
view that the company needs to address all upcoming maturities to
retain the current rating.  However, S&P expects to revise its
outlook to stable upon closing of this proposed transaction, which
would extend maturities and significantly reduce refinancing risk
for the next few years.

RATINGS LIST

Federal-Mogul Holdings Corp.
Corporate Credit Rating                          B/Negative/--

Ratings Unchanged

Federal-Mogul Holdings Corp.
Senior Secured
  $700M term loan B due 2018 (up from $500M)      B
   Recovery Rating                                4
  $1.9B term loan C due 2021 (down from $2.1B)    B
   Recovery Rating                                4


FINJAN HOLDINGS: To Sublease Office Space From Investor Growth
--------------------------------------------------------------
Finjan Holdings, Inc., received the consent of the master landlord
for a Sublease, dated as of March 10, 2014, with Investor Growth
Capital, Inc. ("Sublandlord"), pursuant to which the Company will
sublease 2,613 square feet of office space located at 333
Middlefield Avenue, Suite 110, Menlo Park, California, 94025 from
Sublandlord.

Beginning on the Commencement Date and through Nov. 30, 2017, the
Company will owe to Sublandlord an initial annual rent of
$164,619, payable in equal monthly installments, unless earlier
terminated by either party in accordance with the Lease.  The
annual rental rate is subject to an approximately 3 percent
increase each anniversary of the Commencement Date during the
Term.  Upon the execution of the Lease, the Company delivered
$14,999 as a security deposit to be held and applied (or returned)
in accordance with the Lease.

A copy of the Sublease Agreement is available for free at:

                        http://is.gd/0ekb35

                           About Finjan

Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats.  Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.

Converted Organics disclosed a net loss of $8.42 million in 2012,
as compared with a net loss of $17.98 million in 2011.  Finjan
Holdings' balance sheet at Sept. 30, 2013, showed $30.35
million in total assets, $927,000 in total liabilities and $29.42
million in total stockholders' equity.

Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts,
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 an
accumulated deficit that raises substantial doubt about the
Company's ability to continue as a going concern.


FIRST PHILADELPHIA: Court to Consider Plan Confirmation on June 19
------------------------------------------------------------------
A hearing will be convened on June 19, 2014 at 10:00 a.m. in the
U.S. Bankruptcy Court for the District of New Jersey to consider
confirmation of the Chapter 11 Plan proposed by First Philadelphia
Holdings, LLC.

The Debtor proposed a Liquidating Plan, where it seeks to
accomplish payments by (i) marketing its real estate for sale,
(ii) making payment to its secured creditors from the proceeds of
the sale, and (iii) making payment to unsecured creditors funded
by the Debtor's managing member, George M. Diemer.  Mr. Diemer has
committed to fund a $20,000 distribution.

The real property in question is located at 6501 New State Road
aka Tacony Street, Philadelphia, Pennsylvania.

Chief Judge Gloria M. Burns approved the Disclosure Statement, as
amended, describing the Plan on March 26, 2014.  A copy of the
Disclosure Statement is available for free at:

   http://bankrupt.com/misc/FIRSTPHILADELPHIA_AmdDSMar26.pdf

                    About First Philadelphia

First Philadelphia Holdings, LLC, is a Pennsylvania limited
liability company formed on or about March 14, 2005.  The Debtor
is headquartered in New Jersey and is in the business of owning
real estate located at 6501 New State Road a/k/a Tacony Street,
Philadelphia, Pennsylvania.

The Company filed a Chapter 11 petition (Bankr. D.N.J. Case No.
12-39767) on Dec. 21, 2012.  The Debtor scheduled $15,000,000 in
assets and $10,346,981 in liabilities as of the Chapter 11 filing.
Judge Gloria M. Burns presides over the case.

Maureen P. Steady, Esq., who has an office in Marlton, New Jersey,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $15,000,000 in total assets and $10,346,981 in
total liabilities.

No official committee of unsecured creditors, trustee or examiner
has been appointed in the Debtor's Chapter 11 case.


FNBH BANCORP: Reports $2.9 Million Net Income in 2013
-----------------------------------------------------
FNBH Bancorp, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$2.97 million on $10.45 million of total interest and dividend
income for the year ended Dec. 31, 2013, as compared with net
income of $329,000 on $11.06 million of total interest and
dividend income in 2012.

As of Dec. 31, 2013, the Company had $312.29 million in total
assets, $287.18 million in total liabilities and $25.10 million in
total shareholders' equity.

BDO USA, LLP, in Grand Rapids, Michigan, did not issue a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  BDO USA previously expressed
substantial doubt about the Company's ability to continue as a
going concern in their report on the consolidated financial
statements for the year ended Dec. 31, 2012.  "The Corporation's
subsidiary bank ("Bank") is significantly undercapitalized under
regulatory capital guidelines and, during 2009, the Bank entered
into a consent order regulatory enforcement action ("consent
order") with its primary regulator, the Office of the Comptroller
of the Currency.  The consent order requires management to take a
number of actions, including, among other things, increasing and
maintaining its capital levels at amounts in excess of the Bank's
current capital levels.  As discussed in Note 20, the Bank has not
yet met the higher capital requirements and is therefore not in
compliance with the consent order.  As a result of the uncertain
potential impact of future regulatory actions, circumstances exist
that raise substantial doubt about the Corporation's ability to
continue as a going concern."

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

                        http://is.gd/VnZjDJ

                         About FNBH Bancorp

Howell, Michigan-based FNBH Bancorp, Inc., is a one-bank holding
company, which owns all of the outstanding capital stock of First
National Bank in Howell.  The Bank was originally organized in
1934 as a national banking association.  As of Dec. 31, 2011, the
Bank had approximately 85 full-time and part-time employees.  The
Bank serves primarily five communities, Howell, Brighton, Green
Oak Township, Hartland, and Fowlerville, all of which are located
in Livingston County.

                            *    *    *

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


FREESCALE SEMICONDUCTOR: S&P Raises Unsecured Debt Rating to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue rating on
Austin, Texas-based Freescale Semiconductor Inc.'s senior
unsecured debt to 'B-' from 'CCC+' based on the company's use of
equity proceeds to redeem approximately $416 million of unsecured
debt on March 20, 2014.  S&P views these debt repayment
transactions as positive for senior unsecured debtholders'
recovery prospects.  As such, S&P has revised its recovery rating
on the senior unsecured debt to '5', signifying modest (10% to
30%) recovery prospects under S&P's default scenario.

S&P's corporate credit rating on Freescale Semiconductor Inc.
remains 'B' with a stable outlook.

RATINGS LIST

Freescale Semiconductor Inc.
Corporate Credit Rating       B/Stable/--

Upgraded

Freescale Semiconductor Inc.
                               To           From
Senior Unsecured              B-           CCC+
  Recovery Rating              5            6


FRESH & EASY: Has Until April 30 to File Plan
---------------------------------------------
The exclusive plan filing period of Old FENM, Inc., f/k/a Fresh &
Easy Neighborhood Market Inc., and its debtor affiliates, was
extended by the U.S. Bankruptcy Court for the District of Delaware
until April 30, 2014.  The Debtors' exclusive solicitation period
was also extended until June 29.

The Debtors originally asked for the extension of their exclusive
plan filing date until May 30, but the Court only partially
granted their request after the Official Committee of Unsecured
Creditors objected to another 60-day extension of the exclusive
plan filing date, noting the lack of progress on a consensual
Chapter 11 plan since the Debtors' last request for extension.

The Committee told the Court that it was only willing to support
one final 30-day extension of exclusivity through April 30, in the
hope of reaching finality on the terms of a consensual plan and
avoiding unnecessary, time consuming, and expensive litigation.
The Committee said its frustration is magnified by virtue of the
fact that little complexity remains with respect to the Chapter 11
cases or a plan.  The Committee pointed out that now that various
asset sales have closed, the Debtors' estates currently have more
than $125 million in cash.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
recalled that the Debtors had promised to file a liquidating
Chapter 11 plan early this year with full payment for creditors
other than Tesco Plc, its Cheshunt, England-based owner.

The Debtors, in support of their extension request, said further
extension will allow (i) the last of the scheduled bar dates
established in the Chapter 11 cases -- the governmental bar date -
- to pass; and (ii) them to consensually resolve or object to
significant claims in order to obtain a more accurate estimate of
the total claims against the estate.  The Committee argued that
the pool of non-insider unsecured claims is not expected to exceed
the $50 million the Debtors anticipated at the outset of the case,
and there are no secured, priority or administrative claims that
would preclude the Debtors from proposing a full-pay plan without
further delay.

The Court ruled that to the extent the Debtors require additional
extensions of the exclusive periods, the Debtors will (i) inform
the Committee in writing no later than April 17 of their intent to
request additional extensions of time; and (ii) include the motion
on the agenda for the omnibus hearing scheduled for April 22.

The Debtors are represented by Mark D. Collins, Esq., John H.
Knight, Esq., and William A. Romanowicz, Esq., at RICHARDS, LAYTON
& FINGER, P.A., in Wilmington, Delaware; and Paul D. Leake, Esq.,
and Lisa Laukitis, Esq., at JONES DAY, in New York.

The Committee is represented by Bradford J. Sandler, Esq., and
Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Wilmington, Delaware.

                  About Fresh & Easy Neighborhood

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and
13-12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

Jones Day serves as lead bankruptcy counsel.  Richards, Layton &
Finger, P.A., serves as local Delaware counsel.  Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker.  Prime Clerk
LLC acts as the Debtors' claims and noticing agent.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. The Debtors estimated assets of at least $100
million and liabilities of at least $500 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.  Pachulski Stang Ziehl & Jones LLP serves as
counsel to the Committee. FTI Consulting, Inc. serves as its
financial advisor.

The Debtors closed, on or about Nov. 26, 2013, the sale of about
150 supermarkets plus a production facility in Riverside,
California, to Ron Buckle's Yucaipa Cos.  Pursuant to the sale
terms, the bankruptcy company changed its name, and the name of
the case, to Old FENM Inc.


FRIENDSHIP DAIRIES: AgStar Asks Court to Stay Plan Hearing
----------------------------------------------------------
The Bankruptcy Court, according to Friendship Dairies' case
docket, rescheduled from April 10, 2014, to April 11, at 1:30
p.m., the hearing on creditor AgStar Financial Services, FLCA's
motion to stay consideration of the Third Amended Plan of
Reorganization, pending appeal.

AgStar, as loan servicer and attorney in fact for McFinney
Agri-Finance, LLC, submitted on March 25, its motion to stay
consideration of the Third Amended Plan.

AgStar, by and though its counsel, Scott C. Sandberg, Esq., at
Snell & Wilmer L.L.P., filed an objection to the Third Amended
Plan on the grounds, among others, that the Court must not
consider the Third Amended Plan until the District Court has ruled
on the appeal of the stay relief order.

U.S. Bankruptcy Judge Robert Jones temporarily suspended his
Jan. 7 ruling until a higher court hears the appeal of Friendship
Dairies to review his ruling that allowed AgStar to foreclose on a
real property where the company's dairies and farmland are
located.  In his Feb. 10 decision, the bankruptcy judge said that
the temporary suspension "best serves the interests of all
parties."  Judge Jones, however, required the company to make
monthly payment of $85,000 to AgStar and provide proof of
insurance on the collateral.

John O'Brien, Esq., at Snell & Wilmer LLP, in Denver, Colorado,
urged the bankruptcy judge to take into consideration the
"significant harm" that the temporary suspension would cause
AgStar.  Mr. O'Brien cited, among other things, the rapid decline
in the equity in AgStar's collateral in light of recent downward
trends on farm land values, and the fees the company will incur in
defending the appeal.

Mr. O'Brien asked the bankruptcy judge to require Friendship
Dairies to provide the company with "adequate security" should he
refuse to vacate his Feb. 10 order.  The lawyer said the monthly
payment should be increased to $144,000, and that Friendship
Dairies should confirm that the collateral is insured.

Friendship Diaries previously received hail insurance checks
totaling $755,000 for damage to a portion of AgStar's collateral.
That portion is uninsured because the insurer won't pay twice for
the same loss, according to court papers.

                     About Friendship Dairies

Friendship Dairies, a general partnership, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 12-20405) in Amarillo, Texas,
on Aug. 6, 2012.  The Debtor operates a dairy near Hereford, Deaf
Smith County, Texas.  The dairy consists of 11,000 head of cattle,
fixtures and equipment.  The Debtor also farms 5,000 acres of land
for production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The Debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C., serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


G & Y REALTY: Section 341(a) Meeting Scheduled for May 7
--------------------------------------------------------
A meeting of creditors in the bankruptcy case of G & Y Realty,
LLC, will be held on May 7, 2014, at 11:00 a.m. at Suite 1401, One
Newark Center.  Proofs of claim are due by Aug. 5, 2014.

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

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

An involuntary Chapter 11 bankruptcy petition was filed against
G & Y Realty, LLC (Bankr. D.N.J. Case No. 14-16010) on March 28,
2014.  The petition were signed by Sabir, Inc., S. N. Walz, LLC,
and Samia Ventor LLC.  The petitioners hold an aggregate claim of
$4.15 million.  Broege, Neumann, Fischer & Shaver serves as the
petitioners' counsel.  Judge Rosemary Gambardella presides over
the case.


GENCO SHIPPING: Bondholders May Get Preferred Treatment in Workout
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that senior lenders to dry-bulk cargo ship operator Genco
Shipping & Trading Ltd. may decide to give favorable treatment
to bondholders to avoid a lengthy reorganization.

According to the report, the $125 million in 5 percent senior
unsecured convertible notes went for 51.125 cents on the dollar on
Feb. 19. On March 24, the last trade was for 83.623 cents, the
report said, citing Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.


GENERAL MOTORS: Car Dealers Win Favorable Ruling in Fed. Circuit
----------------------------------------------------------------
Former dealers of General Motors Corporation and Chrysler LLC
whose franchises were terminated in the automakers' bankruptcies,
sued, alleging that the terminations constituted a taking because
the government required them as a condition of its providing
financial assistance to GM and Chrysler and/or to the companies
that succeeded them in the bankruptcies. The government moved to
dismiss the suits for failure to state a claim. The United States
Court of Federal Claims denied dismissal, and the government
brought these interlocutory appeals.

The United States Court of Appeals, Federal Circuit, on Monday
held that, "Because we lack the benefit of a fully developed
factual record, we do not at this stage address every issue the
government raises. As to the issues we do address, we reject the
government's arguments for dismissal. While we hold that the
complaints are deficient because they do not sufficiently allege
that the economic value of the plaintiffs' franchises was reduced
or eliminated as a result of the government's actions, we
nonetheless affirm the Claims Court's decision to deny dismissal
at this point in the proceedings.  The proper remedy is to grant
the plaintiffs leave to amend their complaints to include the
necessary allegations, and on remand the Claims Court shall do
so."

The case is A&D AUTO SALES, INC. v. U.S.Nos. 2013-5019, 2013-5020
(Federal Cir.).  A copy of the Appeals Court's April 7 ruling is
available at http://is.gd/uWikQlfrom Leagle.com.

The panel consists of Circuit Judges Pauline Newman, Timothy D.
Dyke, and Richard G. Taranto.

                       About Chrysler Group

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

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

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

                           *     *     *

Chrysler has a 'B1' corporate family rating from Moody's.

Moody's upgraded the rating from 'B2' to 'B1' in February 2013.
Moody's said that the upgrade reflects Moody's expectation that
Chrysler will be able to sustain the progress it has made during
the past 18 months in strengthening its competitive position in
North America.

                    About General Motors Corp.,
                      nka Motors Liquidation

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

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

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

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


GENERAL MOTORS: U.S. Fines Automaker for Missing Recall Deadline
----------------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
federal auto safety regulators blasted General Motors Co. for
failing to answer questions about its ignition switch recall,
levying a $28,000 fine and warning it could seek stiffer penalties
through the federal courts.

According to the report, the National Highway Traffic Safety
Administration said it plans to fine the auto maker $7,000 a day
until it answers all of its questions on the circumstances
surrounding why GM took nearly a decade to recall 2.6 million
vehicles world-wide equipped with defective ignition switches. GM
has linked the defect to 13 deaths.

NHTSA Chief Counsel Kevin Vincent, in a letter released on
April 8, said the agency will turn the matter over to the
Department of Justice if the auto maker fails to pay the assessed
penalties and continues to delay responding to its information
request, the report related.  GM missed an April 3 deadline to
answer the agency's 107 questions.

NHTSA's action is a blow to GM Chief Executive Mary Barra, who
last week cited an internal investigation by Chicago attorney
Anton Valukas as grounds for declining to answer members of
Congress' detailed questions about the ignition switch recall, the
report further related.

GM responded to the agency's letter, saying it "has worked
tirelessly from the start to be responsive to NHTSA's special
order and has fully cooperated with the agency to help it have a
full understanding of the facts," the report cited.

                     About Motors Liquidation

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

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

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

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


GEOMET INC: Posts $35.3 Million Net Income in 2013
--------------------------------------------------
GeoMet, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$35.31 million on $38.20 million of total revenues for the year
ended Dec. 31, 2013, as compared with a net loss of $149.95
million on $39.38 million of total revenue during the prior year.

As of Dec. 31, 2013, the Company had $54.80 million in total
assets, $90.65 million in total liabilities, $43.40 million in
mezzanine equity and a $79.26 million total stockholders' deficit.

Hein & Associates LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company has suffered recurring losses from operations and has a
net working capital deficiency that raise substantial doubt about
the Company's ability to continue as a going concern.

                        Bankruptcy Warning

On Feb. 13, 2014, the Company and its wholly-owned subsidiaries,
GeoMet Operating Company, Inc. and GeoMet Gathering Company, LLC,
entered into an asset purchase agreement to sell substantially all
of the Company's remaining assets, comprising coalbed methane
interests and other assets located in the Appalachian Basin in
McDowell, Harrison, Wyoming, Raleigh, Barbour and Taylor Counties,
West Virginia and Buchanan County, Virginia to ARP Mountaineer
Productions, LLC, and a wholly-owned subsidiary of Atlas Resource
Partners, L.P., for a purchase price of $107 million, subject to
various purchase price adjustments.

"If the Asset Sale is not consummated and we are unable to find
another viable purchaser for our assets, we will likely file
bankruptcy as we will have no operating assets to continue the
business," the Company said in the Annual Report.

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

                        http://is.gd/CwiKu6

                          About Geomet Inc.

Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams (coalbed methane)
and non-conventional shallow gas.  Its principal operations and
producing properties are located in the Cahaba and Black Warrior
Basins in Alabama and the central Appalachian Basin in Virginia
and West Virginia.  It also owns additional coalbed methane and
oil and gas development rights, principally in Alabama, Virginia,
West Virginia, and British Columbia.  As of March 31, 2012, it
owns a total of 192,000 net acres of coalbed methane and oil and
gas development rights.


GOLDEN STATE PETROLEUM: S&P Affirms 'B-' Sr. Secured Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its senior
secured rating on Golden State Petroleum Transport Corp. at 'B-',
and removed it from CreditWatch positive.  The outlook is
negative.  The '4' recovery ratings is unchanged.

The 'B-' rating reflects weak financial performance with a DSCR
below 1x based on current charter rates and a reliance on
liquidity to meet debt service unless charter rates improve from
current levels.  Although the sale of the VLCC Ulysses will
support credit in terms of debt reduction, the sale amount was
insufficient to pay the outstanding debt of $39 million in full.
The sale was prompted by the allowance in the indenture's
supplement for Golden State to sell only Ulysses within one year
after it came off charter on March 15, 2013, provided that the
proceeds were sufficient to redeem the principal amount of notes
allocable to the vessel, plus accrued and unpaid interest to the
redemption date.  A similar sale of the VLCC Ulriken would also
require an amendment to the indenture.

Golden State plans to use a portion of the proceeds to redeem one-
half of its 8.04% secured notes during the next few months, doing
so with the proceeds of the sale as well as amounts in the
Ulysses' debt service reserve account.  After the redemption,
Golden State will have $39 million in debt outstanding, which
amortizes through 2019.

"The negative outlook reflects our expectation that current
charter rates are likely to keep DSCRs at below 1x, resulting in a
liquidity drain," said Standard & Poor's credit analyst Michael
Ferguson.

S&P would likely consider a downgrade within the next 12 months or
so if Golden State exhausts liquidity faster than expected, which
might stem from a further weakening of charter rates, or if S&P do
not expect DSCRs to rise to at least the 1x level based on its
view of future rates.  Factors that could lead S&P to revise the
outlook to stable would be a material increase in charter rates
during the next two years along with liquidity sufficient to
support a downturn in rates.


GREEN FIELD: Can Sell Turbine Powered Technology to Noteholders
---------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized Green Field Energy Services, Inc., et al., to
sell their membership interest in Turbine Powered Technology, LLC,
to TPT Acquisition, Inc., an entity to be formed by, and owned by,
holders of notes issued by GFES on Nov. 15, 2011.

The purchase price for the Membership Interests will be in the
form of a credit bid in the amount of $17,750,000 in principal
amount of the Notes.  Upon the closing, the Buyer will cause notes
in the aggregate principal amount of $17,750,000 to be surrendered
in exchange for the Membership Interests.  As a condition to
closing, the Seller will first transfer $1,500,000 of the
Noteholders' cash collateral to either TPT or the Buyer.

GFES owns or will own prior to closing 52.21% of the issued and
outstanding Membership Interests in the Company.

The Court denied all objections to the motion to the extent not
previously withdrawn or resolved or sustained, including the
limited response filed by Tucson Embedded Systems, Inc., which
complained that certain terms and references in the proposed form
of order submitted with the motion appear to be inapposite to the
instant motion and certain terms in the proposed form of order
refer to entities or parties not yet identified.

                      About Green Field Energy

Green Field Energy Services, Inc., is an independent oilfield
services company that provides a wide range of services to oil and
natural gas drilling and production companies to help develop and
enhance the production of hydrocarbons.  The Company's services
include hydraulic fracturing, cementing, coiled tubing, pressure
pumping, acidizing and other pumping services.

Green Field Energy and two affiliates filed Chapter 11 petitions
in Delaware on Oct. 27, 2013, after defaulting on an $80 million
credit provided by an affiliate of Royal Dutch Shell Plc (Bankr.
D. Del. Case No. 13-bk-12783).

The Debtors are represented by Michael R. Nestor, Esq., and Kara
Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A.
Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq.,
at Latham & Watkins LLP, in Chicago, Illinois.

The Debtors' investment banker is Carl Marks Advisory Group LLC.
Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves
as the Debtors' chief restructuring officer.

In its schedules, Green Field disclosed $306,960,039 in total
assets and $447,199,869 in total liabilities.

Judge Kevin Gross approved the disclosure statement explaining
the Debtors' Plan of Liquidation and scheduled the hearing to
consider confirmation of the Plan for April 23, 2014, at 2:00 p.m.
(Eastern Time).  Objections to the confirmation of the Plan are
due April 15.

Allowed general unsecured claims estimated to total $78,800,000,
will be paid 13% of their full amount, while allowed senior
noteholder claims estimates to total $254,000,000 will be paid 25%
of their asserted amount.

The Liquidation Plan is premised upon a settlement reached by and
among the Debtors, SWEPI, LP, Michel Moreno and Turbine Powered
Technology, LLC, which centers around the contribution of the
MOR/TGS Interests by the Moreno Entities to NewCo in exchange for
certain interests in NewCo and the releases by Debtors and certain
holders of claims.  The Plan is premised upon a waiver of
Deficiency Claim of the Senior Secured Notes Indenture Trustee and
Senior Secured Noteholders.

Roberta A. Deangelis, The U.S. Trustee for Region 3, appointed six
members to the official committee of unsecured creditors in the
Chapter 11 cases of Green Field Energy Services, Inc., et al.

Green Field's bankruptcy is being financed with a $30 million loan
from BG Credit Partners LLC and ICON Capital LLC.

The Bankruptcy Court authorized the United States Trustee for
Region 3 to appoint Steven A. Felsenthal, Esq., as examiner.


GREEN FIELD: Tucson Embedded Sues for Return of Proprietary Info
----------------------------------------------------------------
Tucson Embedded Systems, Inc., sued Green Field Energy Services,
Inc., for judgment declaring that the so-called "gas boss
software" and "well report software" are not property of the
estate and that, under the non-disclosure agreement they entered
into prior to the Petition Date, the Debtor is required to return
all materials containing Tucson's confidential proprietary
information, including the two software.

Marc S. Casarino, Esq., at WHITE AND WILLIAMS LLP, in Wilmington,
Delaware; and Donald L. Gaffney, Esq., and Evans O?Brien, Esq., at
SNELL & WILMER L.L.P., in Phoenix, Arizona, represent Tucson.

                      About Green Field Energy

Green Field Energy Services, Inc., is an independent oilfield
services company that provides a wide range of services to oil and
natural gas drilling and production companies to help develop and
enhance the production of hydrocarbons.  The Company's services
include hydraulic fracturing, cementing, coiled tubing, pressure
pumping, acidizing and other pumping services.

Green Field Energy and two affiliates filed Chapter 11 petitions
in Delaware on Oct. 27, 2013, after defaulting on an $80 million
credit provided by an affiliate of Royal Dutch Shell Plc (Bankr.
D. Del. Case No. 13-bk-12783).

The Debtors are represented by Michael R. Nestor, Esq., and Kara
Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A.
Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq.,
at Latham & Watkins LLP, in Chicago, Illinois.

The Debtors' investment banker is Carl Marks Advisory Group LLC.
Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves
as the Debtors' chief restructuring officer.

In its schedules, Green Field disclosed $306,960,039 in total
assets and $447,199,869 in total liabilities.

Judge Kevin Gross approved the disclosure statement explaining
the Debtors' Plan of Liquidation and scheduled the hearing to
consider confirmation of the Plan for April 23, 2014, at 2:00 p.m.
(Eastern Time).  Objections to the confirmation of the Plan are
due April 15.

Allowed general unsecured claims estimated to total $78,800,000,
will be paid 13% of their full amount, while allowed senior
noteholder claims estimates to total $254,000,000 will be paid 25%
of their asserted amount.

The Liquidation Plan is premised upon a settlement reached by and
among the Debtors, SWEPI, LP, Michel Moreno and Turbine Powered
Technology, LLC, which centers around the contribution of the
MOR/TGS Interests by the Moreno Entities to NewCo in exchange for
certain interests in NewCo and the releases by Debtors and certain
holders of claims.  The Plan is premised upon a waiver of
Deficiency Claim of the Senior Secured Notes Indenture Trustee and
Senior Secured Noteholders.

Roberta A. Deangelis, The U.S. Trustee for Region 3, appointed six
members to the official committee of unsecured creditors in the
Chapter 11 cases of Green Field Energy Services, Inc., et al.

Green Field's bankruptcy is being financed with a $30 million loan
from BG Credit Partners LLC and ICON Capital LLC.

The Bankruptcy Court authorized the United States Trustee for
Region 3 to appoint Steven A. Felsenthal, Esq., as examiner.


GUITAR CENTER: S&P Raises CCR to 'B-'; Outlook Negative
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Westlake Village, Calif.-based Guitar Center Holdings
Inc. to 'B-' from 'SD'.  The outlook is negative.

At the same time S&P withdrew its issue-level ratings on the
company's $323 million asset-based lending (ABL) revolver and $650
million term loan following the completed refinancing of these
debt instruments.  In addition, S&P withdrew its issue-level
ratings on both the $401.8 million holding company and $375
million operating company notes following the completion of the
exchange.

"The rating action follows the completed restructuring, whereas
the company exchanged more than $500 million of its balance sheet
debt into preferred equity," said credit analyst Mariola Borysiak.
"The transaction improves the company's cash flow generation and
liquidity profile, which S&P now views as 'adequate'".

The negative outlook reflects the risks associated with
management's execution plans to sustain stable performance at the
Guitar Center and Music & Arts divisions and revitalize the
underperforming Direct Response segment.  S&P projects liquidity
will remain adequate for the company over the next 12 months.

Downside scenario:

S&P could consider a lower rating if management's initiatives fail
to stabilize performance.  This coupled with increasing
competition, mainly from online players, would hurt profitability
and lead to negative free operating cash flow for the company.
Under this scenario S&P would view the company's liquidity as
"less than adequate" and its capital structure as unsustainable.

Upside scenario:

Any positive ratings momentum would be predicated on the company's
ability to stabilize operations and turn around its
underperforming Direct Response segment.  Under this scenario,
consistent sales and EBITDA growth would lead to debt leverage
(including preferred stock) improving toward 7x and resulting in
S&P's reassessment of the comparable ratings analysis modifier to
"neutral" from the current "negative".  Because preferred stock
accrues dividends (which S&P treats as debt in its ratio
calculation), S&P believes EBITDA growth of nearly 20% from 2013
fiscal year levels is necessary for debt leverage to decline to
around 7x.


HALLWOOD GROUP: Incurs $2.4 Million Net Loss in 2013
----------------------------------------------------
The Hallwood Group Incorporated filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $2.40 million on $129.23 million of textile products
sales for the year ended Dec. 31, 2013, as compared with a net
loss of $17.94 million on $130.52 million of textile products
sales in 2012.  The Company incurred a net loss of $6.33 million
in 2011.

The Company's balance sheet at Dec. 31, 2013, shows $62.12 million
in total assets, $23.33 million in total liabilities and $38.78
million in total stockholders' equity.

Deloittee & Touche LLP, in Dallas, Texas, issued a "going concern
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company is dependent on its subsidiary to receive the cash
necessary to fund its ongoing operations and obligations.  It is
uncertain whether the subsidiary will be able to make payment of
dividends to fund the Company's ongoing operations and
obligations.  These conditions raise substantial doubt about its
ability to continue as a going concern.

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

                         http://is.gd/IlErvz

                        About Hallwood Group

Dallas, Texas-based The Hallwood Group Incorporated (NYSE MKT:
HWG) operates as a holding company.  The Company operates its
principal business in the textile products industry through its
wholly owned subsidiary, Brookwood Companies Incorporated.

Brookwood is an integrated textile firm that develops and produces
innovative fabrics and related products through specialized
finishing, treating and coating processes.

Prior to October 2009, The Hallwood Group Incorporated held an
investment in Hallwood Energy, L.P. ("Hallwood Energy").  Hallwood
Energy was a privately held independent oil and gas limited
partnership and operated as an upstream energy company engaged in
the acquisition, development, exploration, production, and sale of
hydrocarbons, with a primary focus on natural gas assets.  The
Company accounted for the investment in Hallwood Energy using the
equity method of accounting.  Hallwood Energy filed for bankruptcy
in March 2009.  In connection with the confirmation of Hallwood
Energy's bankruptcy in October 2009, the Company's ownership
interest in Hallwood Energy was extinguished and the Company no
longer accounts for the investment in Hallwood Energy using the
equity method of accounting.

Hallwood Group incurred a net loss of $17.94 million in 2012, as
compared with a net loss of $6.33 million in 2011.


HUGHES SATELLITE: S&P Affirms 'B+' Rating on Secured Notes
----------------------------------------------------------
Standard & Poor's Ratings Services revised the recovery rating on
Hughes Satellite Systems Corp.'s senior secured notes to '3' from
'4', and affirmed the 'B+' issue-level rating on the secured notes
and the 'B-' issue level rating on its senior unsecured notes.
The '6' recovery rating on the senior unsecured notes remains
unchanged.

The '3' recovery rating indicates prospects for meaningful
recovery (50%-70%) in the event of a payment default.  The '6'
recovery rating indicates prospects for negligible recovery (0%-
10%) in the event of a payment default.

The revision of the recovery rating on the senior secured notes
reflects S&P's reassessment of recovery prospects, which
incorporates a reduction in priority claims outstanding at the
point of default.

The 'B+' corporate credit rating and stable outlook on Hughes
remain unchanged and reflect S&P's anchor of 'bb-' (based on S&P's
"fair" business risk and "aggressive" financial risk profile
assessments for the company), which S&P lowered by one notch to a
'b+' standalone credit profile due to a "negative" financial
policy assessment.  The negative financial policy assessment is
based on S&P's view that management may increase leverage relative
to its base case in order to accommodate funding for additional
satellites and other strategic initiatives.  The standalone credit
profile of 'b+' was not affected by S&P's group rating
methodology.  While S&P considers Hughes to be core to parent
company EchoStar Corp., S&P also considers the group credit
profile to be a 'b+'.

RECOVERY ANALYSIS

   -- S&P has revised its recovery rating on the senior secured
      notes to '3' from '4' following a reduction in priority
      claims assumed outstanding at the point of default.

   -- Issue-level ratings remain unchanged.

   -- Standard & Poor's default scenario contemplates the
      company's satellite-based communications services facing
      weak demand, pricing pressure, and higher operating expense
      in the currently faster-growing consumer and small business
      segment due to competition from lower-cost terrestrial
      network options and high operating costs associated with
      near-term launches.

Simulated default assumptions

   -- Simulated year of default: 2018

   -- EBITDA at the time of default of about $232 million (the
      simulated level of the company's fixed charges (interest
      expense, required amortization, and minimum maintenance
      capital expenditures))

   -- An emergence multiple of 5x

   -- Administrative claims of 5% of enterprise value

Simplified waterfall

   -- Net enterprise value (after 5% administrative costs): $1,101
      Million

   -- Valuation split in % (obligors/nonobligors): 90/10

   -- Priority claims: $438 million

   -- Collateral value available to secured creditors: $553
      Million

   -- Secured first-lien debt: $1,136 million

   -- Recovery expectations: 50% to 70%

   -- Total value available to unsecured claims: $110 million

   -- Senior unsecured debt and pari-passu claims: $1,517 million

   -- Recovery expectations: 0% to 10%

Note: All debt amounts include six months of prepetition interest.

RATINGS LIST

Hughes Satellite Systems Corp.

Corporate Credit Rating            B+/Stable/--

Issue Rating Affirmed; Recovery Rating Revised

Hughes Satellite Systems Corp.      TO            FROM

Senior Secured                     B+            B+
  Recovery Rating                   3             4

Issue Rating Affirmed; Recovery Rating Unchanged

Hughes Satellite Systems Corp.

Senior Unsecured                   B-
  Recovery Rating                   6


INDUSTRIAS VASALLO: Puerto Rico Court Won't Reverse Ruling
----------------------------------------------------------
In the case styled as, INDUSTRIAS VASALLO, INC. Plaintiff, v.
PUERTO RICO ELECTRIC POWER AUTHORITY Defendant, Adv. Proc. No.
09-00258 (Bankr. D.P.R.), Bankruptcy Judge Brian K. Tester denied
the Motion to Alter or Amend Judgment pursuant to Fed. R. Civ. P.
59 and Fed. R. Bankr. P. 9023 filed by Intervenor-Plaintiff,
United Surety & Indemnity Company.

On Dec. 22, 2009, IndustriasVassallo filed a complaint against the
Puerto Rico Electric Power Authority asserting that PREPA owed the
Debtor $3,449,161.12 in damages resulting from electric power
interruptions and/or fluctuations to the Debtor's Coto Laurel
manufacturing plant.  In January 2010, USIC sought and obtained
permission to intervene.

On Oct. 5, 2012, PREPA filed its Motion for Summary Judgment
against USIC's complaint in intervention.  USIC had previously
issued a $450,000 bond to jointly and severally guarantee payment
by the Debtor to PREPA upon the Debtor's failure to meet its
obligation.  After considering all arguments and responses, on
Dec. 19, 2013, the Court entered an order granting partial summary
judgment in favor of PREPA.  Careful consideration of the record
demonstrated that the Debtor owes PREPA a minimum of $450,000, and
USIC must therefore indemnify.  As there is no genuine issue of
material fact as to the minimum amount owed to PREPA, the Court
appropriately granted partial summary judgment.

On Jan. 2, 2014, USIC filed the  Motion to Alter or Amend
Judgment.  PREPA responded by filing its Motion to Strike USIC's
Motion.  Due to USIC's failure to comply with L.Cv.R. 7(d), on
April 1, 2014, the Court determined that only the first 15 pages
of USIC's Motion to Alter or Amend Judgment would be considered.

According to Judge Tester, motions under Fed. R. Civ. P. 59(e)
must either present newly discovered evidence or clearly establish
a manifest error of law.  USIC has simply failed to do so, and is
not entitled to reconsideration.

Industrias Vassallo, Inc., filed for relief under Chapter 11 of
the Bankruptcy Code (Bankr. D.P.R. Case No. 08-07752) on Nov. 17,
2008.

A copy of the Court's April 7, 2014 Opinion and Order is available
at http://is.gd/ramnhcfrom Leagle.com.


JAMES RIVER: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

   Debtor                                           Case No.
   ------                                           --------
   James River Coal Company                         14-31848
   901 E. Byrd Street, Suite 1600
   Richmond, VA 23219

   BDCC Holding Company, Inc.                       14-31850
   901 E. Byrd Street, Suite 1600
   Richmond, VA 23219

   Bell County Coal Corporation                     14-31851
   Route 1, Box 290
   Middlesboro, KY 40965

   Bledsoe Coal Corporation                         14-31852

   Bledsoe Coal Leasing Company                     14-31853

   Blue Diamond Coal Company                        14-31856
   Highway 699
   48 Beech Fork Road
   Slemp, KY 41763

   Buck Branch Resources LLC                        14-31857
   901 E. Byrd Street, Suite 1600
   Richmond, VA 23219

   Chafin Branch Coal Company, LLC                  14-31858

   Eolia Resources, Inc.                            14-31860
   901 E. Byrd Street, Suite 1600
   Richmond, VA 23219

   Hampden Coal Company, LLC                        14-31861
   US Route 52 S
   Gilbert, WV 25621

   International Resource Partners LP               14-31862

   International Resources Holdings I LLC           14-31863

   International Resources Holdings II LLC          14-31864

   International Resources, LLC                     14-31866
   96 MacCorkle Avenue, SW
   Charleston, WV 25303

   IRP GP Holdco, LLC                               14-38167
   901 E. Byrd Street, Suite 1600
   Richmond, VA 23219

   IRP Kentucky LLC                                 14-31868

   IRP LP Holdco Inc.                               14-31869

   IRP WV Corp.                                     14-31870

   James River Coal Sales, Inc.                     14-31871

   James River Coal Service Company                 14-31872

   James River Escrow Inc.                          14-31873

   Jellico Mining, LLC                              14-31874

   Johns Creek Coal Company                         14-31875

   Johns Creek Elkhorn Coal Corporation             14-31876

   Johns Creek Processing Company                   14-31877

   Laurel Mountain Resources LLC                    14-31878

   Leeco, Inc.                                      14-31879

   Logan & Kanawha Coal Co., LLC                    14-31880

   McCoy Elkhorn Coal Corporation                   14-31881

   Rockhouse Creek Development, LLC                 14-31882

   Shamrock Coal Company, Incorporated              14-31883

   Snap Creek Mining, LLC                           14-31884

   Triad Mining, Inc.                               14-31885

   Triad Underground Mining, LLC                    14-31886

Type of Business: Producer and marketer of coal in the Central
                  Appalachia and the Midwest coal regions of the
                  United States.

Chapter 11 Petition Date: April 7, 2014

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Hon. Kevin R. Huennekens

Debtors' Counsel:     Marshall S. Huebner, Esq.
                      Brian M. Resnick, Esq.
                      Michelle M. McGreal, Esq.
                      DAVIS POLK & WARDWELL LLP
                      450 Lexington Avenue
                      New York, NY 10017
                      http://www.davispolk.com
                      Phone: (212) 450-4000
                      Fax: (212) 607-7973
                      Email: marshall.huebner@davispolk.com
                             brian.resnick@davispolk.com
                             michelle.mcgreal@davispolk.com

Debtors' Local:       Tyler P. Brown, Esq.
Counsel               Henry Pollard Long, III, Esq.
                      Justin F. Paget, Esq.
                      HUNTON & WILLIAMS, LLP
                      951 East Byrd Street
                      Riverfront Plaza East Tower
                      Richmond, VA 23219-4074
                      Tel: (804) 788-8200
                      Email: tpbrown@hunton.com
                             hlong@hunton.com
                             jpaget@hunton.com

Debtors' Special      KILPATRICK TOWNSEND & STOCKTON LLP
Counsel:

Debtors' Financial    PERELLA WEINBERG PARTNERS L.P.
Advisor:

Debtors' Investment   DEUTSCHE BANK SECURITIES INC.
Banker & M&A
Advisor:

Debtors' Notice,      EPIQ BANKRUPTCY SOLUTIONS, LLC
Claims and
Administrative
Agent:

                                     Estimated       Estimated
                                       Assets          Debts
                                     -----------    -----------
James River Coal Company             $1.06BB        $818.6MM
BDCC Holding Company, Inc.           $500MM-$1BB    $500MM-$1BB
Bell County Coal Corporation         $500MM-$1BB    $500MM-$1BB
Blue Diamond Coal Company            $500MM-$1BB    $500MM-$1BB
Buck Branch Resources LLC            $500MM-$1BB    $500MM-$1BB
Eolia Resources, Inc.                $500MM-$1BB    $500MM-$1BB
Hampden Coal Company, LLC            $500MM-$1BB    $500MM-$1BB
International Resources, LLC         $500MM-$1BB    $500MM-$1BB
IRP GP Holdco, LLC                   $500MM-$1BB    $500MM-$1BB

The petitions were signed by Peter T. Socha, president, chief
executive officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim  Claim Amount
   ------                          ---------------  ------------
U.S. Bank National Association          Notes       $270,000,000
Attn: Specialized Finance
60 Livingston Avenue
Mail Station?EP-MN-W52N
St. Paul, MN 55107-2292
Phone: (800) 934-6802
Fax: (651) 495-8158

U.S. Bank National Association          Notes       $133,900,000
Attn: Specialized Finance
60 Livingston Avenue
Mail Station-EP-MN-W52N
St. Paul, MN 55107-2292
Phone: (800) 934-6802
Fax: (651) 495-8158

U.S. Bank National Association          Notes       $47,300,000
Attn: Specialized Finance
60 Livingston Avenue
Mail Station-EP-MN-W52N
St. Paul, MN 55107-2292
Phone: (800) 934-6802
Fax: (651) 495-8158

U.S. Bank National Association          Notes       $13,300,000
Attn: Specialized Finance
60 Livingston Avenue
Mail Station?EP-MN-W52N
St. Paul, MN 55107-2292
Phone: (800) 934-6802
Fax: (651) 495-8158

Whayne Supply Company           Trade Payables       $2,103,222
Department 8326
Carol Stream, IL 60122-8326
Phone: (502) 774-4441
Fax: (502) 775-2666

Norfolk Southern Corporation    Trade Payables       $1,448,812
Three Commercial Place
Norfolk, VA 23510
Phone: (855) 667-3655
Fax: (757) 664-5069

Lazard Freres & Co., LLC        Trade Payables         $899,448
30 Rockefeller Plaza
New York, NY 10020
Phone: (212) 632-6000
Fax: (212) 332-5944

Mine Service Companny Inc       Trade Payables         $563,891
2342 S. Ky. Hwy 15
Hazard, KY 41701
Phone: (606) 436-3191
Fax: (606) 436-3194

Warex LLC                       Trade Payables         $544,365
2323 Kotter Avenue
Evansville, IN 47715
Phone: (812) 473-6066
Fax: (812) 477-8381

Joy Global Underground Mining   Trade Payables         $538,352
811 Boone Trail Road
Duffield, VA 24244-0256
Phone: (276) 698-1673
Fax: (276) 431-4625

Austin Powder Co.               Trade Payables         $533,166
25800 Science Park Drive
Cleveland, OH 44194
Phone: (276) 298-8501
Fax: (216) 464-4418

Macallister Machinery Co.       Trade Payables         $454,084
7515 E. 30th Street
Indiapolis, IN 46219
Phone: (216) 464-2400
Fax: (216) 464-4418

Natural Resource Partners, LP   Trade Payables         $444,033
601 Jefferson Street
Suite 3600
Houston, TX 77002
Phone: (713) 751-7507
Fax: (713) 650-0606

Natural Resource Partners, L.P. Trade Payables         $424,641
601 Jefferson Street
Suite 3600
Houston, TX 77002
Phone: (713) 751-7507
Fax: (713) 650-0606

Acin, LLC                       Trade Payables         $404,963
C/O NRP (Operating) LLC
5260 Irwin Road
Huntington, WV 25705
Phone: (304) 522-5757
Fax: (304) 522-5401

Express Scripts, Inc.           Trade Payables         $313,460
21653 Network Place
Chicago, IL 60673-1216
Phone: (314) 919-4658
Fax: (800) 769-3968

Aquatic Resources Management    Trade Payables         $297,536
2265 Harrodsburg Road, Suite 100
Lexington, KY 40504
Phone: (859) 388-9595
Fax: (859) 381-1005

United Central Industrial       Trade Payables        $275,865
Supply Co
1241 Volnteer Pkwy
Suite 1000
Bristol, TN 37620
Phone: (423) 573-7300
Fax: (412) 573-7297

Coalfield Lumber Company, Inc.  Trade Payables        $265,637
Route 645
Inez, KY 41224
Phone: (606) 298-3150
Fax: (606) 298-3114

Synenergy Partners, LLC         Trade Payables        $260,489
520 S. 4th Street
Boonville, IN 47601
Phone: (812) 315-0552
Fax: (812) 715-1122

Nalco Chemical Co.              Trade Payables        $249,651
1601 W. Diehl Road
Napperville, IL 60563-1198
Phone: (630) 305-1000
Fax: (630) 305-2900

Peabody Terminals, LLC          Trade Payables        $205,962

General Engineering, Company    Trade Payables        $190,518

Rudd Equipment Company          Trade Payables        $187,757

Pocahontas Land Corp.           Trade Payables        $185,242

Bluegrass Materials Co. LLC     Trade Payables        $183,869

Leslie Co Circuit Court Clerk   Trade Payables        $182,714

Rice Oil Company, Inc.          Trade Payables        $173,320

Kentucky State Treasurer        Trade Payables        $168,652

Da Lubricant Co. Inc.           Trade Payables        $156,055


JONES & WOOD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jones & Wood, Inc.
        1702 Minnesota Ave., SE #1
        Washington, DC 20020

Case No.: 14-00209

Chapter 11 Petition Date: April 7, 2014

Court: United States Bankruptcy Court
       District of Columbia
       (Washington, D.C.)

Judge: Hon. Martin Teel, Jr.

Debtor's Counsel: Wendell W. Webster, Esq.
                  WEBSTER, FREDRICKSON, CORREIA & PUTH, PLLC
                  1775 K Street, NW, Suite 600
                  Washington, DC 20006
                  Tel: 202- 659-8510
                  Fax: (202) 659-4082
                  Email: gspence@wfcplaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Lambertine W. Jones, principal.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/dcb14-209.pdf


KASPER LAND: Creditors Want Chapter 11 Trustee Appointed
--------------------------------------------------------
Secured creditors of Kasper Land and Cattle Texas, LLC, ask the
Court to appoint a Chapter 11 trustee. Hearing on this request is
scheduled on April 24, 2014, at 10:30 a.m.

As of filing the Debtor's Chapter 11 cases, these creditors assert
over $3 million in unpaid balance with interest from Kasper Land:

   (a) Herring Bank
   (b) Monarch Trust Company
   (c) estate of Jane Slemp Burgess
   (d) Chain-C, Inc.

Kasper Land has a single asset consisting of its farmland and
related irrigation equipment and derives all its income from a
lease of the farmland to Kasper Farms, J.V.

David R. Langston, Esq., at Mullin Hoard & Brown, LLP, in Lubbock,
Texas, relates that the Kasper Farms Lease for the 2014 crop
season, assuming it was entered into before filing bankruptcy, has
not been assumed by Kasper Farms nor approved by the Court.

According to Mr. Langston, Kasper Land told its secured creditors
that lease payment for 2014 has already been paid and it has used
those funds to pay farmland taxes and interest.  Thus, Kasper Land
has no other source of income during 2014 and is not entitled to
additional income from the lease until early 2015. Therefore,
Kasper Land has no means by which to commence making monthly
payments of interest to secured creditors or any means by which to
fund a plan of reorganization, says Mr. Langston.

Mr. Langston relates that all indications show that Kasper Land
will fail to plant crops during 2014 and will fail to properly
maintain their farmland. This holds risk that the land value over
the course of the bankruptcy will significantly diminish.

Mr. Langston adds that farming this amount of land without
sufficient financing or a source of independent cash to pay for
the expenses necessary to carry out good farming practices means
that there is likely to be a resurgence of noxious weeds on the
real estate.

Mr. Langston asserts the need to appoint a Chapter 11 trustee
because of Kasper Land's mismanagement in the leasing of their
farmland to a third party that does not have the ability to
adequately conduct farming operations. He notes that a Chapter 11
trustee will be able to immediately move to lease the farmland to
a third party capable of paying a cash rental, and timely planting
the spring crops.

                   About Kasper Land and Cattle

Kasper Land and Cattle Texas, LLC, sought Chapter 11 protection
(Bankr. N.D. Tex. Case No. 14-20074) in Amarillo, Texas, on
March 3, 2014.  Bill Kinkead, Esq., at Kinkead Law Offices, serves
as counsel to the Debtor.  Kasper Land scheduled $23,170,640 in
total assets, and $13,420,213 in total liabilities.


LABORATORY PARTNERS: Parties Agree to Continued Cash Use
--------------------------------------------------------
In November 2013, the Bankruptcy Court released an order in
Laboratory Partners, Inc.'s Chapter 11 cases, which:

   (a) approved postpetition financing;

   (b) authorized the use of cash collateral;

   (c) granted liens and provided superpriority administrative
       expense status;

   (d) granted adequate protection; and

   (e) modified the automatic stay.

In connection with the pending maturity of the approved financing
and payment of amounts due, Laboratory Partners and its agent and
lenders agreed that obligations have been paid in full and liens
will be terminated.  The parties further agree that Laboratory
Partners is permitted to continue to use cash collateral.

In that regard, Laboratory Partners seeks the Court's authority to
continue using cash collateral, thus amending the Court's previous
order.

Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, notes that Laboratory Partners require the
continued use of cash collateral to maintain sufficient working
capital to preserve assets value, continue the process to sell
assets, pursue and confirm a Chapter 11 plan, and preserve and
maximize the value of their estates.

Ms. Fay relates Laboratory Partners and its agents and lenders
have agreed that it may retain a portion of asset sale proceeds
and use that amount as cash collateral consistent with an agreed
revised budget.

                    About Laboratory Partners

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

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

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

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

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

The Court also authorized the Debtors to sell certain of their
assets relating to their nuclear medicine business to Union
Hospital, Inc.


LAUSELL INC: Seeks Final Decree, Consummates Plan
-------------------------------------------------
Lausell Inc. asks the Court to issue a final decree that its
Chapter 11 plan has been substantially consummated.

Charles A. Cuprill-Hernandez, Esq., in San Juan Puerto Rico,
relates that in compliance with the provision of the plan, Lausell
has made these payments:

   (a) Costs and expenses of administration including a $613,376
       postpetition accounts payable.

   (b) Holders of allowed priority tax claims for $10,000 or
       less amounting to $15,878. The remaining unsecured
       priority tax claim of the State Insurance Fund was
       assumed by the purchaser of Lausell's assets, La-Re 2
       Group, LLC.

   (c) Class 1 - secured claim of Firstbank Puerto Rico and
       Citibank, N.A., reduced to $5.6 million as agreed by the
       parties.

   (d) Class 2 - claim of Puerto Rico Industrial Development Co.
       from prepetition rents for $952,362 and postpetition
       claims for unpaid rents was assumed by La-Re 2, as part
       of the consideration paid for the purchase of Lausell's
       assets. No payments were made under the plan.

   (e) Class 3 - holders of claims arising from the assumption
       of executory contracts.

   (f) Class 4 - the claim of La-Re Group, LLC, arising from the
       prepetition lease contract arrears related to Lausell's
       Barceloneta leased facilities, did not receive payment
       under the plan, as La-Re Group, LLC condoned the claim,
       upon confirmation of the plan.

   (g) Class 5 - La-Re 2's claim arising from amounts due on
       lease contract for Lausell's Rio Piedras' leased
       facilities, did not receive any dividends as La-Re 2
       purchased substantially all of Lausell's assets and
       condoned the claim.

   (h) Class 6 - Holders of allowed general unsecured claims,
       including those from rejected executory contracts,
       but excluding banks' deficiency claim and any claims of
       Lausell's insiders and affiliates, were paid in full on a
       pro-rata basis from the $50,000 carve out reserved from
       the sale proceeds.

As reported by the Troubled Company Reporter on Nov. 6, 2013, the
Bankruptcy Court on Oct. 31 entered an order confirming Lausell
Inc.'s Amended Chapter 11 Plan dated June 3.

                       About Lausell Inc.

Lausell, Inc., filed a bare-bones Chapter 11 petition (Bankr.
D.P.R. Case No. 12-02918) on April 17, 2012, in Old San Juan,
Puerto Rico.  Lausell, also known as Aluminio Del Caribe, is a
manufacturer of windows and doors.

Bankruptcy Judge Mildred Caban Flores oversees the case.  Charles
Alfred Cuprill, Esq., at Charles A. Curpill, P.S.C. Law Offices,
in San Juan, Puerto Rico, serves as counsel to the Debtor.

The Bayamon, Puerto Rico-based company disclosed $34,059,950 in
assets and liabilities of $24,489,414 in its amended schedules.


LIBERTY MEDICAL: Court Okays Raymond James as Investment Banker
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Liberty Medical Supply Inc. and its debtor-affiliates to employ
Raymond James & Associates Inc. as their investment banker, nunc
pro tunc Feb. 6, 2014.

The firm will:

   a) review and analyze the Company's business, operations,
      properties, financial condition and prospects;

   b) assist the Company in identifying financial and strategic
      institutional investors or other investors who may be
      interested in participating in the transaction;

   c) contact interested parties which Raymond James, after
      consultation with the Company's management, believes meet
      certain industry, financial, and strategic criteria and
      assist the Company in negotiating and structuring a
      transaction;

   d) advise the Company as to potential mergers or acquisitions,
      and the sale or other disposition of any of the Company's
      assets or businesses;

   e) participate in the Company's board of directors meetings as
      determined by the Company to be appropriate, and, upon
      request, provide periodic status reports and advice to the
      board with respect to matters falling within the scope of
      Raymond James' retention;

   f) as reasonably requested by the Company, provide testimony
      in the matter brought by the Company pursuant to Chapter 11
      of the Bankruptcy Code, case number 13-10262-PJW, pending
      before the Court with respect to a proposed financing
      transaction or a business combination transaction; and

   g) if requested by the Company, provide a valuation report or
      testimony in support of a plan of reorganization.

The Debtors will pay the firm a monthly advisory fee of $75,000.

In addition, the Debtors agreed to pay the firm a cash fee upon
closing a financing transaction, whether on a standalone basis or
to consummate any other transaction, equal to the greater of
$550,000 and 3.0% of the aggregate gross proceeds of all debt or
equity capital raised which fees shall be paid immediately out of
the proceeds of such placement.

Furthermore, at the closing of any business combination
transaction, the firm will be paid a cash fee out of proceeds as a
cost of sale at the closing of a business combination transaction,
equal to the greater of $550,000 and 2.0% of "Consideration".

The Debtors assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                      About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the
Debtor's counsel; Ernst & Young LLP to provide investment banking
advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing
agent for the Clerk of the Bankruptcy Court.

An official committee of unsecured creditors has been appointed in
the case and consists of LifeScan, Inc., Abbott Laboratories, and
Teva Pharmaceuticals USA, Inc.  They are represented by Joseph H.
Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent,
Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S.
Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein
Sandler LLP.  The Committee has tapped Mesirow Financial
Consulting, LLC, as financial advisors.


LIFE UNIFORM: Richard Stern Appointed as Fee Examiner
-----------------------------------------------------
LUCH Wind Down Corp., at the Court's direction, conferred with the
official committee of unsecured creditors and the U.S. Trustee
regarding the appointment of a fee examiner. Discussions resulted
into a stipulation where the parties sought and received the
Court's approval to appoint Richard Stern, Esq., at Luskin Stern &
Eisler LLP, in New York as independent fee examiner.

Richard Stern is tasked to review and assess all applications
filed by retained professionals and the fees and reimbursement of
expenses.

The fee examiner is further authorized to:

   (a) file comments on the public Court docket regarding any
       application by a retained professional;

   (b) communicate its concerns regarding any application to the
       retained professional;

   (c) request that retained professionals provide budgets,
       staffing plans, or other information;

   (d) establish procedures to facilitate the preparation and
       review of applications;

   (e) recommend procedures to facilitate the preparation and
       review of applications;

   (f) appear and be heard on any matter before the Court;

   (g) file and litigate objections to the allowance of any
       application;

   (h) take, defend or appear in any appeal regarding an
       application;

   (i) conduct discovery; and

   (j) retain, subject to Court approval, professionals to
       represent or assist the fee examiner.

Nashville, Tenn.-based Smoky Mountain Motels, Inc. -- fka Music
City Motels, Inc., and dba Smoky Shadows Motel & Conference Center
-- filed for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 14-
30557) on Feb. 26, 2014.  Bankruptcy Judge Richard Stair Jr.
oversees the case.  Steven L. Lefkovitz, Esq., at Lefkovitz &
Lefkovitz, serves as the Debtor's counsel.  Smoky Mountain Motels
disclosed total assets of $11.43 million and total liabilities of
$8.72 million.  The petition was signed by Eddie Rhines,
president.


LIFE UNIFORM: Fee Examiner Taps Rosner as Delaware Counsel
----------------------------------------------------------
Richard Stern, the court-appointed fee examiner in the Chapter 11
cases of LUHC Wind Down Corp., et al., asks the U.S. Bankruptcy
Court for the District of Delaware for permission to employ The
Rosner Law Group LLC, as Delaware counsel nunc pro tune to
March 5, 2014.

The Court appointed the fee examiner to review and assess requests
for allowance of fees and expenses by certain professionals in the
Chapter 11 cases.  RLG will assist him in complying with local
Delaware law.

Frederick B. Rosner, a principal of RLG which maintains an office
for the practice of law at 824 N. Market Street, Suite 810,
Wilmington, Delaware, tells the Court that the principal attorneys
and paralegal designated to represent the fee examiner and their
discounted hourly rates are:

         Mr. Rosner, attorney                    $250
         Scott J. Leonhardt, attorney            $250
         Julia B. Klein, attorney                $250
         Paralegals                              $150

The Court will convene a hearing on May 1, 2014, at 2:00 p.m., to
consider the request.  Objections, if any, are due April 14, at
4:00 p.m.

                        About Life Uniform

Life Uniform was founded in 1965 when Angelica Corporation decided
to enter the retail uniform industry.  The first Life Uniform
store opened in 1965 in Clayton, Missouri.  At present, Life
Uniform is the nation's largest independently owned medical
professional supplier.

Sun Uniform LLC acquired Life Uniform in July 2004.  Since the
acquisition by Sun the company addressed sagging profitability and
overhead issues and quickly drove increases in profitability
through a combination of store rationalization and sensible
corporate overhead initiatives.  However, recent performance has
been declining in terms of revenue.  This is due to the company's
liquidity issues, which prevented the company from completing its
e-commerce system upgrade, encourage better pricing from vendors,
and maintain sufficient capital.

Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and
Uniform City National Inc. filed Chapter 11 petitions (Bankr. D.
Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013.  The
petitions were signed by Bryan Graiff, COO, CFO, VP, secretary,
and treasurer.  Life Uniform Holding disclosed $10,695,870 in
assets and $36,821,034 in liabilities as of the Chapter 11 filing.

Life Uniform and Uniform City received court authority on July 26
to sell the business for $22.6 million to Scrubs & Beyond LLC.
There were no competing bids, so an auction wasn't held.

First lien lender CapitalSource Finance LLC is owed on a $11.5
million revolver and $26 million term loan.  CapitalSource is
represented by Brian T. Rice, Esq., at Brown Rudnick LLP; and
Jeffrey C. Wisler, Esq., at Connolly Gallagher LLP.

Sun Uniforms Finance LLC is owed $6.1 million in principal on a
second lien note and holds two additional notes, each in the
original principal of $1.08 million.  Angelica Corp. holds an
unsecured junior subordinate not in the principal amount of $5.48
million.

Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg, LLP,
serves as the Debtors' counsel.  Epiq Bankruptcy Solutions acts as
the Debtors' administrative agent, and claims and noticing agent.
The Debtors' financial advisor is Capstone Advisory Group, LLC.
Crowe Horwath LLP serves as tax accountants and Brown Smith
Wallace LLC as wind-down tax accountants.

The Official Committee of Unsecured Creditors is represented by
Seth Van Aalten, Esq., at Cooley LLP, and Ann M. Kashishian, Esq.,
at Cousins Chipman & Brown, LLP as counsel.

The U.S Trustee for Region 3 appointed Boris Segalis of
InfoLawGroup LLP as consumer privacy ombudsman in the case.


LIFE UNIFORM: Fee Examiner Taps Luskin Stern as Counsel
-------------------------------------------------------
Richard Stern, the court-appointed fee examiner in the Chapter 11
cases of LUHC Wind Down Corp., et al., asks the U.S. Bankruptcy
Court for the District of Delaware for permission to employ
Luskin, Stern & Eisler LLP as counsel.

Luskin Stern will, among other things:

   a) assist in the review of the fee applications and related
      invoices for compliance with the applicable provisions of
      the Bankruptcy Code, the Bankruptcy Rules, the U.S. Trustee
      Guidelines, and the Local Rules and Orders of the Court;

   b) assist in any hearings or other proceedings before the
      Court to consider the fee applications; and

   c) assist with legal issues raised by inquiries to and from
      the retained professionals;

Mr. Stern, a member of Luskin Stern, which maintains offices at
Eleven Times Square, New York City, tells the Court that his
current hourly rate is $800, however, the firm is voluntarily
reducing hourly rates by 10 percent for the matter.  He expects
that substantially all of the anticipated work on the matter will
be done by a junior associate, Alex Talesnick, and a paralegal.
The current customary hourly rates and discounted rates of Luskin
Stern attorneys are:

   Partners           Current Rate          Discounted Rate
   --------           ------------          ---------------
   Richard Stern         $800                    $720
   Michael Luskin        $800                    $720
   Nathan Eisler         $800                    $720

   Associates
   Matthew O'Donnell     $630                    $567
   Richard Favata        $630                    $567
   Stephan Hornung       $525                    $472
   Kristen Jensen        $360                    $324
   Alex Talesnick        $360                    $324
   Paraprofessionals     $225                    $202

Mr. Stern adds that Luskin Stern has received no compensation for
its work on behalf of the fee examiner.

Mr. Stern assures the Court that Luskin Stern does not have an
interest materially adverse to the interests of the Debtors'
estates or of any class of creditors or equity security holders of
the Debtors.

The Court will convene a hearing on May 1, 2014, at 2:00 p.m.
Objections, if any, are due April 14, at 4:00 p.m.

                        About Life Uniform

Life Uniform was founded in 1965 when Angelica Corporation decided
to enter the retail uniform industry.  The first Life Uniform
store opened in 1965 in Clayton, Missouri.  At present, Life
Uniform is the nation's largest independently owned medical
professional supplier.

Sun Uniform LLC acquired Life Uniform in July 2004.  Since the
acquisition by Sun the company addressed sagging profitability and
overhead issues and quickly drove increases in profitability
through a combination of store rationalization and sensible
corporate overhead initiatives.  However, recent performance has
been declining in terms of revenue.  This is due to the company's
liquidity issues, which prevented the company from completing its
e-commerce system upgrade, encourage better pricing from vendors,
and maintain sufficient capital.

Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and
Uniform City National Inc. filed Chapter 11 petitions (Bankr. D.
Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013.  The
petitions were signed by Bryan Graiff, COO, CFO, VP, secretary,
and treasurer.  Life Uniform Holding disclosed $10,695,870 in
assets and $36,821,034 in liabilities as of the Chapter 11 filing.

Life Uniform and Uniform City received court authority on July 26
to sell the business for $22.6 million to Scrubs & Beyond LLC.
There were no competing bids, so an auction wasn't held.

First lien lender CapitalSource Finance LLC is owed on a $11.5
million revolver and $26 million term loan.  CapitalSource is
represented by Brian T. Rice, Esq., at Brown Rudnick LLP; and
Jeffrey C. Wisler, Esq., at Connolly Gallagher LLP.

Sun Uniforms Finance LLC is owed $6.1 million in principal on a
second lien note and holds two additional notes, each in the
original principal of $1.08 million.  Angelica Corp. holds an
unsecured junior subordinate not in the principal amount of $5.48
million.

Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg, LLP,
serves as the Debtors' counsel.  Epiq Bankruptcy Solutions acts as
the Debtors' administrative agent, and claims and noticing agent.
The Debtors' financial advisor is Capstone Advisory Group, LLC.
Crowe Horwath LLP serves as tax accountants and Brown Smith
Wallace LLC as wind-down tax accountants.

The Official Committee of Unsecured Creditors is represented by
Seth Van Aalten, Esq., at Cooley LLP, and Ann M. Kashishian, Esq.,
at Cousins Chipman & Brown, LLP as counsel.

The U.S Trustee for Region 3 appointed Boris Segalis of
InfoLawGroup LLP as consumer privacy ombudsman in the case.


LIGHTSQUARED INC: Ergen Has More Evidence on Subordination
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although LightSquared Inc.'s trial against Dish
Network Corp. Chairman Charles Ergen ostensibly was completed,
Ergen is asking the judge to take more evidence.

According to the report, Ergen claims he has documents to show
that the delay in completing bond trades was the fault of an
investment bank, not part of a strategy on his part to interfere
with LightSquared's restructuring efforts.

LightSquared wants the judge to subordinate Ergen's claim so he's
paid behind other creditors, the report said.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LIGHTSQUARED INC: Pays $5 Million to Inmarsat to Reactivate Deal
----------------------------------------------------------------
Peter B. de Selding, writing for SpaceNews.com, reported Inmarsat
said April 4 that LightSquared has resumed cash payments to mobile
satellite services operator Inmarsat after a two-year hiatus
following LightSquared's filing for Chapter 11 reorganization.  In
a notice to the London Stock Exchange, London-based Inmarsat said
LightSquared made a $5 million deposit April 3 to reactivate an
agreement with the two companies on the reorganization of L-band
radio spectrum.

The report also related that Inmarsat said LightSquared, having
now reactivated its agreement, will owe Inmarsat $12.5 million
every three months, plus an additional $5 million per quarter for
the first 10 quarters.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LIGHTSQUARED INC: Ergen Testifies in Confirmation Trial
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Charles Ergen, chairman of Dish Network Corp.,
testified in bankruptcy court that he learned about technical
problems on the day of an auction in December that led him to
withdraw his $2.2 billion offer to acquire LightSquared Inc.

According to the report, Ergen gave testimony in the confirmation
trial where the U.S. Bankruptcy Court in New York will decide
whether to approve LightSquared's Chapter 11 plan.

                     About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


MACH GEN: Has Final Approval of $200-Mil. DIP Loan from Beal Bank
-----------------------------------------------------------------
MACH Gen, LLC, et al., obtained final authority from the U.S.
Bankruptcy Court for the District of Delaware to borrow up to $200
million from Beal Bank USA, the first-lien lender on a $483
million term loan and a $144 million revolving credit.

Financing for the Chapter 11 case plus collection of accounts
receivable is designed to pay off the pre-bankruptcy revolving
credit, Bill Rochelle, the bankruptcy columnist for Bloomberg
News, said.  The Beal loan will continue after bankruptcy, Mr.
Rochelle noted.  CLMG Corp. serves as administrative agent and
collateral agent to Beal Bank and other DIP Lenders.

The Court will convene a hearing on April 11, 2014, to consider
the adequacy of the disclosure statement explaining the Debtors'
plan and the confirmation of the plan, which was a result of a
series of discussions under which the significant majorities of
the Debtors' stakeholders agreed to support the restructuring and
vote to accept the Plan pursuant to a Restructuring Support
Agreement, dated as January 15, 2014, among MACH Gen and (i)
holders of 100% of the First Lien Revolver Claims and First Lien
Term Loan Claims; (ii) holders of in excess of 75% of the Second
Lien Claims; and (iii) holders of in excess of 85% of the
Interests in MACH Gen, LLC.

                          About MACH Gen

MACH Gen, LLC, and four of its affiliates, sought protection under
Chapter 11 of the Bankruptcy Code on March 3, 2014.  The lead case
is In re MACH Gen, LLC, Case No. 14-10461 (Bankr. D.Del.).  The
case is assigned to Judge Mary F. Walrath.

The Debtors' general counsel is Matthew S. Barr, Esq., Tyson M.
Lomazow, Esq., and Michael E. Comerford, Esq., at MILBANK, TWEED,
HADLEY & MCCLOY LLP, in New York; and Russell C. Silberglied,
Esq., John H. Knight, Esq., and Zachary L. Shapiro, Esq., at
RICHARDS, LAYTON, & FINGER P.A., in Wilmington, Delaware.  The
Debtors' financial advisors and investment bankers are Mark
Hootnick, Brian Bacal, Gregory Doyle, and Roger Wood from MOELIS &
COMPANY.  Protiviti, Inc., serves as consultant.  Prime Clerk LLC
serves as claims and noticing agent and administrative advisor.

The Debtors said they had $750 million in total assets and $1.6
billion in total liabilities as of Dec. 31, 2013

The petitions were signed by Garry N. Hubbard, chief executive
officer.


MARINA BIOTECH: A.M. Pappas Stake at 1.9% as of Dec. 27
-------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, A. M. Pappas & Associates, LLC, and its
affiliates disclosed that as of Dec. 27, 2013, they beneficially
owned 320,000 shares of common stock of Marina Biotech, Inc.,
representing 1.9 percent of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/URBCB7

                        About Marina Biotech

Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation.  The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients.  The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.

On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated.  As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary.  As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.

KPMG LLP, in Seattle, expressed substantial doubt about Marina
Biotech's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has ceased substantially all day-to-day operations,
including most research and development activities, has incurred
recurring losses, has a working capital and accumulated deficit
and has had recurring negative cash flows from operations.

The Company reported a net loss of $29.42 million in 2011,
compared with a net loss of $27.75 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $8.01 million in total
assets, $10.36 million in total liabilities and a $2.35 million
total stockholders' deficit.

"The market value and the volatility of our stock price, as well
as general market conditions and our current financial condition,
could make it difficult for us to complete a financing or
collaboration transaction on favorable terms, or at all.  Any
financing we obtain may further dilute the ownership interest of
our current stockholders, which dilution could be substantial, or
provide new stockholders with superior rights than those possessed
by our current stockholders.  If we are unable to obtain
additional capital when required, and in the amounts required, we
may be forced to modify, delay or abandon some or all of our
programs, or to discontinue operations altogether.  Additionally,
any collaboration may require us to relinquish rights to our
technologies.  These factors, among others, raise substantial
doubt about our ability to continue as a going concern."

"Although we have ceased substantially all of our day-to-day
operations and terminated substantially all of our employees, our
cash and other sources of liquidity may only be sufficient to fund
our limited operations until the end of 2012.  We will require
substantial additional funding in the immediate future to continue
our operations.  If additional capital is not available, we may
have to curtail or cease operations, or take other actions that
could adversely impact our shareholders," the Company said in its
quarterly report for the period ended Sept. 30, 2012.


MASON COPPELL: Selling Assets to THIB; Proposes April 15 Auction
----------------------------------------------------------------
Mason Coppell OP, LLC, Mason Georgetown OP, LLC, Mason Mesquite
OP, LLC, and Mason Round Rock OP, LLC operate five skilled nursing
homes in Texas. Mason Georgetown RealCo, LLC, owns the real estate
and building for the operations of Mason Georgetown. They
initiated the Chapter 11 cases to effectuate a prompt transfer of
their assets and operations to preserve patient safety and any
potential value for creditors.

Joe E. Marshall, Esq., at Munsch Hardt Kopf & Harr, P.C., in
Dallas, Texas, relates that efforts to address financial and
operational concerns have been extensive and involved all of the
constituencies including primary lender, Oxford Finance LLC, the
landlords for each of the facilities, the current management
company, StoneGate Senior Living, LLC, and an organized group of
primary vendors comprising over 80% of the unsecured debt.

After exploring potential out of court transactions and attempting
to manage and extend their lending availability with Oxford, Mason
determined that it simply could no longer continue operations in a
manner that preserved patient safety without the protections of
Chapter 11 and the implementation of an expedited and court
approved sale process.

Mason asks the Court to approve an expedited sale process for the
transfer of their interests in certain assets to THI of Baltimore,
Inc., or its designees or a third party submitting a higher and
better offer as approved by the Court.

THIB executed a confidentiality agreement over three weeks prior
to the filing of Mason's bankruptcy case and has been engaged in
due diligence and negotiations with all parties. While Mason has
been a party to prepetition negotiations with THIB, the initial
contact with this proposed purchaser was through the vendors
committee. The vendors have also negotiated directly with THIB and
the primary financial terms of the proposed transaction with THIB
arose from those negotiations.

Mr. Marshall notes that the assets to be marketed, auctioned and
sold include:

   (a) facility assets including inventory, fixtures, furniture,
       equipment, vehicles, software and certain intangible
       assets, including books and records pertaining to
       operations and patient care, and, to the extent
       transferable, all licenses, permits, certifications; and

   (b) fee title to the land, and the building, appurtenances,
       fixtures and equipment comprising the Estrella Oaks
       facility.

Proposed bid procedures and bid protection include:

   (a) The bid by THIB is approved as the stalking horse bid.

   (b) Court approval of THIB's stalking horse bid includes
       approval of expense reimbursement up to $100,000 and a
       breakup fee of $540,000, if the THIB bid is overbid.

   (c) Mason will continue to solicit interest and bidding
       by other potential bidders as promptly as possible.

   (d) Each party interested in bidding must deliver a written
       and duly executed offer no later than 5:00 p.m. (Central
       Time) on April 11, 2014 by Louis E. Robichaux IV, Mason's
       chief restructuring officer, at lrobichaux@deloitte.com

   (e) Mason will notify all bidders whether their bid
       constitutes a qualified bid on or before 9:00 a.m. (CST)
       on April 14, 2014.

   (f) If Mason determines that they have received more than one
       qualified bid, an auction will be held on April 15, 2014,
       at 1:00 p.m. (CST), at the offices of Munsch Hardt Kopf &
       Harr, P.C., 500 N. Akard, Dallas, Texas.

In that regard, Mason asks the Court to approve the bid
procedures, bid protections, notice procedures and objection
procedures, which will govern the sale of its assets.

In response to Mason's request, the official committee of
unsecured creditors asks the Court to give them until April 11 to
file any objection to the terms of the sale documents and to set
any objection for hearing for April 16.

George H. Tarpley, Esq., at Cox Smith Matthews Incorporated, in
Dallas Texas, explains that the committee wants more time to fully
review the details of the sale documents, meet with the parties to
resolve questions or concerns about the effect of those documents
on matters affecting the unsecured creditors, and if necessary
object to them.

                     About Mason Coppell

Mason Coppell OP, LLC, et al., filed Chapter 11 bankruptcy
petitions (Bankr. N.D. Tex. Case Nos. 14-31327 to 14-14-31334) on
March 18, 2014.  The Debtors estimated assets of at least $10
million and debts of at least $10 million.  Munsch Hardt Kopf &
Harr PC serves as the Debtors' counsel.  Wick Phillips Gould &
Martin LLP is the Debtors' local counsel.  Deloitte Transactions
and Business Analytics, LLP, acts as the Debtors' restructuring
advisor with Louis Robichaux serving as chief restructuring
officer.


MASON COPPELL: U.S. Trustee Forms Five-Member Creditor's Panel
--------------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 6, appointed five
creditors to the Official Committee of Unsecured Creditors for the
Chapter 11 bankruptcy cases of Mason Coppell OP, LLC, and its
debtor-affiliates.

The members of the Committee are:

  a) Healthcare Services Group, Interim Chair
     Attention: Ray Crouse
     3220 Tillman Drive, Ste. 300
     Bensalem, PA 19020
     Email: rcrouse@hcsgcorp.com
     Tel: (267) 525-8514

  b) RehabCare Group East, Inc.
     dba RehabCare Group Therapy Services, Inc.
     Attention: Janice McBroom
     Email: janice.mcbroom@RehabCare.com
     Tel: (314) 659-2106

  c) Pharmacy Corporation of America
     dba PharMerica
     Attention: Berard Tomassetti
     Email: Berard.Tomassetti@pharmerica.com
     Tel: (502) 627-7361

   d) Rob McIntosh
      5310 Harvest Hill Rd., Ste. 209
      Dallas, TX 75230
      Email: rob@mcintoshsearch.com
      Tel: (214) 521-2900

   e) Senior Care Centers
      Attention: Andrew Kerr
      2828 N. Harwood, Suite 2000
      Dallas, TX 75201
      Email: akerr@seniorcarecentersltc.com
      Tel: (214) 981-44481

                     About Mason Coppell

Mason Coppell OP, LLC, et al., filed Chapter 11 bankruptcy
petitions (Bankr. N.D. Tex. Case Nos. 14-31327 to 14-14-31334) on
March 18, 2014.  The Debtors estimated assets of at least $10
million and debts of at least $10 million.  Munsch Hardt Kopf &
Harr PC serves as the Debtors' counsel.  Wick Phillips Gould &
Martin LLP is the Debtors' local counsel.  Deloitte Transactions
and Business Analytics, LLP, acts as the Debtors' restructuring
advisor with Louis Robichaux serving as chief restructuring
officer.


MF GLOBAL: Can Pay Accountants Without Court Approval
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating MF Global Inc., the defunct
commodities broker, must disclose how much he is paying
accountants, although the bankruptcy court has no power to approve
their fees, U.S. Bankruptcy Judge Martin Glenn ruled on March 21.

According to the report, Knighthead Capital Management LLC
purchased a $75,000 claim against the MF Global brokerage and
within two weeks filed papers asking Judge Glenn to require
trustee James Giddens to disclose how much he paid to accountants.
Knighthead also wanted Judge Glenn to approve accountants' fees.

Knighthead said accounting fees for MF Global seem proportionately
greater than they were in the liquidation of much larger Lehman
Brothers Inc., for which Giddens is also the trustee liquidating
the brokerage, the report related.  As brokers, both Lehman and
MF Global are liquidated under the Securities Investor Protection
Act, or SIPA, where only parts of bankruptcy law are applicable.

After a section-by-section analysis of SIPA, Judge Glenn
summarized by saying there are two payment regimes in brokerage
liquidations, and both differ from ordinary bankruptcies and
Chapter 11 reorganizations, the report further related.

Although trustees and trustees' attorneys in brokerage
liquidations must file fee requests with the bankruptcy court, the
judge in most cases must approve the recommendation of the
Securities Investor Protection Corp., the report said.  With
regard to all other professional fees, the court has no statutory
power to grant, deny or modify fee requests, Judge Glenn said in
his opinion.

                        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.


MF GLOBAL: Corzine Loses 4th Bid to Dismiss Suits
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jon Corzine, the former U.S. senator and onetime co-
chairman of Goldman Sachs Group Inc., for a fourth time failed to
persuade a federal district judge to dismiss suits brought against
him and other MF Global Inc. officers following liquidation of the
commodity brokerage, where $1.6 billion in customer funds were
mishandled.

According to the report, U.S. District Judge Victor Marrero in
Manhattan on March 24 said he wouldn't throw out a suit filed by
the trust for creditors created under parent company MF Global
Holdings Ltd.'s Chapter 11 plan.

In his opinion, the judge said Corzine claimed that "nothing
happened at MF Global" for which a single company officer "could
bear any legal responsibility," the report related.

Judge Marrero rejected that conclusion, saying "it is reasonable
to infer" that someone at some time "did something wrong to set in
motion such an extraordinary chain of events causing such
extensive harm to so many people," the report further related.

On three other occasions in the past six months, Judge Marrero has
rebuffed Corzine's attempts to dismiss suits concerning MF
Global's failure to segregate $1.6 billion in customer funds, the
report pointed out.

Andrew Levander, Esq., a lawyer for Corzine at Dechert LLP, didn't
return a call seeking comment on the ruling, the report said.

The lawsuit is In re MF Global Holdings Ltd. Securities
Litigation, 11-cv-07866, U.S. District Court, Southern District of
New York (Manhattan).

                        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.


MONTREAL MAINE: Claimants Substituted as Plan Proponents
--------------------------------------------------------
The Unofficial Committee of Wrongful Death Claimants in the
Chapter 11 case of Montreal Maine & Atlantic Railway, Ltd.,
amended the disclosure statement for its Chapter 11 Plan to
provide that the Plan Proponent consists of 47 claimants as
individual parties, each of them representatives of an estate of a
victim of the explosion in Lac-Megantic, Quebec, from the
derailment of a train operated by the Debtor.

To recall, the Court ruled that the Unofficial Committee 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 Debtor's Chapter 11 case.

On the record at the March 12 hearing, the U.S. Bankruptcy Court
for the District of Maine ordered the hearing on the Disclosure
Statement continued to April 8, at 10:00 a.m., subject to the Plan
Propoents' Rule 2019 compliance.

The Wrongful Death Claimants are represented by George W. Kurr,
Jr., Esq., at GROSS, MINSKY & MOGUL, P.A., in Bangor, Maine; and
Daniel C. Cohn, Esq., Taruna Garg, Esq., and Ashley Whyman, Esq.,
at MURTHA CULLINA LLP, in Boston, Massachusetts.

                       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 percent 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 percent 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.


MONTREAL MAINE: May 7 Evidentiary Hearing on Wheeling Motion
------------------------------------------------------------
The Hon. Louis J. Kornreich of the U.S. Bankruptcy Court for the
District of Maine issued a scheduling order as to lender Wheeling
& Lake Erie Railway Company's motion to enforce the order on
Montreal Maine & Atlantic Railway Ltd.'s cash collateral use.

A final evidentiary hearing will be held on the enforcement motion
on May 7, 2014, at 10:00 a.m.

Prior to the final hearing, Wheeling and Robert J. Keach, the
trustee of the Montreal Maine & Atlantic, Ltd., will conduct
enforcement motion-related discovery and briefing according to
this schedule:

      A. the trustee will submit his discovery requests to
         Wheeling, if any, on April 3;

      B. Wheeling will respond to such requests and, subject
         to any objection it may make, produce all documents
         and data responsive to the trustee's discovery by
         April 12;

      C. Wheeling will be entitled to conduct the deposition
         of Donald Gardner on a date and at a time to be
         determined between during the week of April 7 to
         April 11;

      D. the trustee will be entitled to conduct the deposition
         of Wheeling on a date and at a time between April 18
         and April 25;

      E. if any party object to a discovery request or the
         responses to a discovery request, the parties will
         attempt to resolve such objection without intervention
         by the Court; if they are unable to do so, the Court
         will schedule a telephonic discovery conference upon
         request of a party; and

      F. the parties will submit supplemental briefs by
         April 30. The parties will also submit lists of
         witnesses and exhibits for the May 7 hearing by
         April 30.

If the Debtor or Richter Advisory Group, Inc., the Canadian
monitor, desire to intervene in the contested matter, then they
will be permitted to do so; however whether or not either of MMA
Canada and the monitor file such notice of intent to intervene,
both will be bound by the terms of the order.

                       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.


MOOD MEDIA: Moody's Cuts CFR to 'B3' & Rates New Debt 'Ba3'
-----------------------------------------------------------
Moody's Investors Service downgraded Mood Media Corporation's
corporate family rating (CFR) to B3 from B2, rated the company's
new secured bank credit facility Ba3, and also downgraded the
company's probability of default rating to B3-PD from B2-PD, its
existing senior secured credit facility rating to Ba3 from Ba2 and
its senior unsecured notes rating to Caa1 from B3. The company's
speculative grade liquidity rating was also downgraded, to SGL-3
from SGL-2 (to adequate from good) and the rating outlook was
revised to stable from developing.

The rating action was prompted by expectations that the company
would continue to have difficulty substantiating the value
proposition, by way of margin and EBITDA expansion, of its in-
store/customer-premises, subscription digital audio and visual
advertising/branding services, integrating past acquisitions, and
reversing negative free cash flow so that it can begin to reduce
debt. After last April's announcement of the company evaluating
strategic alternatives to enhance shareholder value, Mood Media
installed a new leadership team, initiated restructuring and cost
savings actions and revised its go-to-market strategy. However,
since it is not clear that these initiatives will significantly
enhance the company's free cash generation, and with Debt/EBITDA
leverage having increased to about 6x, Mood Media's ratings were
downgraded. With the strategic re-evaluation process completed,
the outlook was revised to stable.

The rating action occurs in conjunction with a refinance
transaction which is modestly credit-negative because total debt
increases by ~$18 million. However, by extending the term to
maturity of bank credit facilities, augmenting liquidity, and
revising financial covenants, the transaction has off-setting
credit-positive features. Ratings for the to-be-replaced
facilities will be withdrawn in due course.

The following summarizes the rating actions and Mood Media's
ratings:

Issuer: Mood Media Corporation

Assignments:

  Senior Secured Credit Facility: Assigned Ba3 (LGD2, 13%)

Downgrades:

  Corporate Family Rating: Downgraded to B3 from B2

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

  Senior Secured Credit Facility: Downgraded to Ba3 (LGD2, 13%)
  from Ba2 (LGD2, 13%)

  Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1
  (LGD4, 69%) from B3 (LGD4, 69%)

  Speculative Grade Liquidity Rating: Downgraded to SGL-3 from
  SGL-2

Outlook Action:

  Outlook: Changed to Stable from Developing

Ratings Rationale

Mood Media's B3 CFR is influenced primarily by elevated
Debt/EBITDA leverage of about 6x plus uncertainties concerning the
company's business model and its ability to generate significant
free cash flow. It is not clear that ongoing restructuring and
cost savings actions and a revised go-to-market strategy --
resulting from a recent leadership transition -- will improve free
cash generation sufficiently to allow meaningful de-levering
capacity. There are also risks that new competitors or alternative
delivery mechanisms could disrupt Mood Media's plans to expand its
digital audio and visual advertising/branding services. As an
issuer with material international operations, the timely and tax-
effective repatriation of cash flow may also be challenging. The
rating is supported by the company's leading position as a
branding services company, its royalty-free music library which
contains costs, broad customer diversification, low capital
intensity and growth potential.

Rating Outlook

The outlook is stable given Moody's expectations of Debt/EBITDA
remaining in the 6x range through 2014 and 2015.

What Could Change the Rating - UP

Should the business model stabilize and the ability to generate
significant free cash flow be substantiated, with FCF/Debt of no
worse than 5% and Debt/EBITDA declining below 5x, positive ratings
actions would be considered.

What Could Change the Rating - DOWN

Should Moody's expect that the company would be cash flow negative
for a sustained period or should liquidity deteriorate materially,
or were Debt/EBITDA expected to be sustained beyond 6.5x, adverse
outlook and ratings pressure would result.

Headquartered in Toronto, Canada, and with annual sales of
approximately $500 million, Mood Media Corporation provides
subscription branding and advertising services using primarily in-
store/premises digital audio and visual media.


MOOD MEDIA: S&P Revises Outlook on 'B-' Rating to Negative
----------------------------------------------------------
Standard & Poor's Ratings Services revised its 'B-' corporate
credit rating outlook on Canada-based in-store media company Mood
Media Corp. to negative from stable.

At the same time, S&P assigned the company's proposed first-lien
term loan and revolving credit facility a 'B+' issue-level rating,
with a recovery rating of '1', indicating S&P's expectation for
very high (90% to 100%) recovery for debt holders in the event of
default.

The negative outlook reflects the declining trend in audio revenue
and uncertainty surrounding management's ability to reverse the
trend.  S&P views Mood Media's business risk profile as
"vulnerable," based on the company's integration missteps, decline
in average revenue per user (ARPU), and minimal product diversity.
This is a revision from S&P's previous assessment of the company's
business risk as "weak."  S&P assess the company's financial risk
profile as "highly leveraged," based on the company's leverage of
6.7x based on 2013 EBITDA.

The vulnerable business risk profile reflects the company's narrow
business focus on in-store music solutions, heightened competition
from music streaming services, and weak business execution.
Although the company has been growing visual in-store marketing,
this remains a very small part of the business (5.6% of recurring
revenue in 2013).  The company's previous management also failed
to realize the expected synergies from acquisitions and under-
invested in the sales force.  The company is now focused on
rebuilding its sales efforts in order to restore revenue growth.
Audio ARPU declined in 2013, while the number of client sites was
roughly flat.  S&P believes growth in visual and audio sites, as a
result of the renewed sales efforts, may not be enough to offset
ARPU declines in 2014.  Playing music legally in commercial
settings requires a public performance license.  S&P believes that
the increasing presence of Internet radio broadcasters and
Internet connectivity has lowered barriers to entry, potentially
providing retailers with more options that both provide the
required licenses, and those that amount to piracy.

S&P's assessment of Mood Media's financial risk profile as highly
leveraged is based on its expectation that leverage will remain in
the mid-6x area over the intermediate term, consistent with
leverage above 5x that S&P associates with a highly leveraged
financial risk profile.  Although S&P expects discretionary cash
flow to improve from a deficit of $18 million in 2013, it believes
that it will remain slightly negative in 2014.  As a result, S&P
expects the company will have little-to-no ability to repay debt
in 2014, other than through depleting cash balances.  S&P expects
leverage to moderate slightly in 2014, to the low-6x area, largely
as a result of expense cuts and lower restructuring and
transaction related expenses.

S&P could lower the rating if the company is not able to complete
the proposed transaction as proposed, given that the company has a
thin 7% EBITDA margin of compliance with its recently amended
EBITDA coverage of interest covenant, its tightest covenant.  Even
if the company does complete the refinancing, S&P could lower the
rating if it concludes that Mood Media will not be able to
establish and maintain a 10% EBITDA margin of compliance with
covenants on the proposed bank debt.  Additional considerations
that could figure in a downgrade scenario include clear
indications that deteriorating ARPU trends will not moderate,
causing discretionary cash flow deficits and depletion of cash
balances.

Although unlikely over the intermediate term, S&P could revise the
outlook to stable if it concludes that Mood Media will be able to
stabilize revenue trends, generate consistently positive
discretionary cash flow, and address the 2015 convertible debt
maturity.  An outlook revision would also likely entail the
company establishing at least a 10% EBITDA margin of compliance
with covenants in advance of covenant tightening.


MOUNTAIN PROVINCE: Files Form 10-K, Incurs C$26.6MM Loss in 2013
----------------------------------------------------------------
Mountain Province Diamonds Inc. has filed the 2013 annual report
on Form 20-F and confirmed that the auditors' report received from
its independent public accounting firm on its audited financial
statements for the fiscal year ended Dec. 31, 2013, contained a
going concern explanatory note.  Mountain Province's Annual
Financial Statements were included in Form 20-F for its filings in
the United States with the Securities and Exchange Commission on
March 26, 2014.  Mountain Province's Annual Financial Statements
are also filed on SEDAR at www.sedar.com in Canada.

Mountain Province reported a net loss of C$26.60 million for the
year ended Dec. 31, 2013, as compared with a net loss of C$3.33
million in 2012.  As of Dec. 31, 2013, the Company had C$110.36
million in total assets, $19.17 million in total liabilities and
$91.19 million in total shareholders' equity.

KPMG LLP, in Toronto, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company expects to require additional capital resources to meet
planned expenditures in 2014.  These conditions, along with other
matters as set forth in Note 1, indicate the existence of a
material uncertainty that casts substantial doubt about the
Company's ability to continue as a going concern.

Mountain Province Diamonds is a 49 percent participant with De
Beers Canada in the Gahcho Kue JV located at Kennady Lake in
Canada's Northwest Territories.  The Gahcho Kue Project consists
of a cluster of four diamondiferous kimberlites, three of which
have a probable mineral reserve of 31.3 million tonnes grading
1.57 carats per tonne for total diamond content of 49 million
carats.

Gahcho Kue is the world's largest and richest new diamond
development project.  A December 2010 feasibility study filed by
Mountain Province (available on SEDAR) indicates that the Gahcho
Kue project has an IRR of 33.9 percent.

                  About Mountain Province Diamonds

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49 percent interest in the Gahcho Kue
Project.

Mountain Province disclosed a net loss of C$3.33 million for the
year ended Dec. 31, 2012, a net loss of C$11.53 million in 2011,
and a net loss of C$14.53 million in 2010.

The Company's balance sheet at Sept. 30, 2013, showed C$81.07
million in total assets, C$12.42 million in total liabilities and
C$68.64 million in total shareholders' equity.


MT. GOX: Creditors Want Karpeles to Testify in U.S. Court
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Mark Karpeles, principal of the bankrupt Mt. Gox
Bitcoin exchange, should be compelled to appear in the U.S. to
give testimony under oath, a pair of creditors told the U.S.
Bankruptcy Court in Dallas in papers filed March 25.

According to the report, the creditors, Gregory Greene and Joseph
Lack, said they need to examine Karpeles "as soon as possible" to
determine whether Mt. Gox is entitled to be in Chapter 15
bankruptcy in the U.S. They said papers filed so far with the
bankruptcy court don't say where the firm's assets and creditors
are located.

Greene and Lack consequently don't know whether to oppose a
Chapter 15 case altogether or contend the case should be heard
elsewhere in the U.S., the report related.

The creditors told the court that Karpeles agreed to be examined
in April in Taipei, the report further related.  He so far won't
come to the U.S., even though the creditors offered to pay travel
expenses.

At a hearing in Dallas, a lawyer for Mt. Gox said the filing was
made in Dallas because that's where servers are located containing
computer backup data, the report added.  Greene is a named
plaintiff in a class action against Mt. Gox filed on Feb. 27 in
Chicago.

                         About Mt. Gox

Bitcoin exchange MtGox Co., Ltd., filed a petition under Chapter
15 of the U.S. Bankruptcy Code on March 9, 2014, days after the
company sought bankruptcy protection in Japan.  The bankruptcy in
Japan came after the bitcoin exchange lost 850,000 bitcoins valued
at about $475 million "disappeared."

The Japanese bitcoin exchange that halted trading in February
2014. It filed for bankruptcy protection in the U.S. to prevent
customers from targeting the cash it holds in U.S. bank accounts.

The Chapter 15 case is In re MtGox Co., Ltd., Case No. 14-31229
(Bankr. N.D. Tex.).  The Chapter 15 Petitioner is Robert Marie
Mark Karpeles, the company's chief executive officer.  Mr.
Karpeles is represented by John E. Mitchell, Esq., and David
William Parham, Esq., at BAKER & MCCKENZIE LLP, in Dallas, Texas.

The company said it has estimated assets of $10 million to $50
million and debts of $50 million to $100 million.


MULTI PACKAGING SOLUTIONS: Acquisitions No Impact on Moody's CFR
----------------------------------------------------------------
Moody's Investors Service says Multi Packaging Solutions, Inc.'s
("MPS") recent debt-financed acquisitions are credit negative but
will not result in changes to the B2 Corporate Family Rating (CFR)
of MPS's parent, Chesapeake/MPS Merger Limited ("Chesapeake/MPS"),
or any of the company's debt instrument ratings. Chesapeake/MPS
has a stable ratings outlook.

Chesapeake/MPS Merger Limited, through its main operating
subsidiaries in the US and Europe, is a global provider of
consumer packaging products and solutions to the consumer, health
care, and multi-media markets.


NATIONAL ENVELOPE: Cenveo Share Sale Restriction Period Lapses
--------------------------------------------------------------
In September 2013, Cenveo, Inc. acquired certain assets of
National Envelope through the bankruptcy process.  As part of the
consideration for the acquisition, Cenveo issued approximately 2.1
million shares to the debt holders of National Envelope.  Under
the terms of the purchase agreement, the debt holders were
restricted from selling the Cenveo shares for a period of six
months from the date of the acquisition.  This six months period
has now lapsed.  Cenveo believes that the recent increased trading
activity and volatility in its stock is largely related to the
expiration of the six month restriction period.

Mr. Robert G. Burton, Sr., Chairman and Chief Executive Officer,
stated: "While we have just entered the second quarter, I am
pleased with the progress that we are making across the Company.
Our integration efforts with National Envelope are in full gear
and we are seeing improvements across the rest of our businesses.
I look forward to sharing this positive momentum on our first
quarter earnings call on May 8, 2014.  Additionally, we will be
presenting at the Barclays High Yield conference in Phoenix,
Arizona on May 13th and 14th."

                          About Cenveo

Headquartered in Stamford, Connecticut, Cenveo --
http://www.cenveo.com-- is a global provider of print and related
resources, offering world-class solutions in the areas of custom
boxes, custom labels, shrink sleeve labels, envelopes, commercial
print , content management and publisher solutions.  The company
provides a one-stop offering through services ranging from design
and content management to fulfillment and distribution.

                      About National Envelope

National Envelope is the largest privately-help manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the new Chapter 11 case, the company has tapped the law firm
Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP
as financial adviser, and Epiq Bankruptcy Solutions as claims and
notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.


NET TALK.COM: Inks $4.5-Mil. Purchase Agreement with Telestrata
---------------------------------------------------------------
Net Talk.Com, Inc., and Telestrata LLC, executed a Restricted
Stock and Warrant Purchase Agreement, pursuant to which, in part,
Telestrata has agreed to purchase from the Company:

   (a) 25,441,170 shares of its restricted common stock; and

   (b) a common stock purchase warrant entitling Telestrata to
       purchase shares of common stock of the Company equal to
       20 percent of the then outstanding shares of common stock
       of the Company.

The collective purchase price for the Purchased Shares and the
Warrant is $4,571,939, payable as follows: (a) $500,000 in the
form of the conversion and cancellation of two promissory notes
issued by the Company to the Purchaser, (b) $837,373 to the
Company by wire transfer from, or on behalf of, the Purchaser, and
(c) payment and satisfaction by Purchaser of $2,734,566 of
liabilities of the Company.  The Purchaser's investment is to help
the Company achieves its financial, operational and patent
litigation goals.

At Closing, the Board of Directors of the Company will be
increased to seven members consisting of: (a) Nadir Aljazrawi, (b)
Firas Aljazrawi, (c) Raya Alsaigh, (d) Anastasios Kyriakides (e)
Kenneth Hosfeld, (f) George Gabb and (d) TBD.

The board of directors will hold office until the next annual
meeting of shareholders and until their successor is duly elected
and qualified or until their resignation or removal.  In addition,
the following individuals have been appointed as officers of the
Company.

     Chairman of the Board/CEO:  Anastasios Kyriakides
     President:              Samer Bishay
     CFO:                    Steven Healy
     COO:                   Nicholas Kyriakides
     CTO:                    Garry Paxinos
     EVP:                    Kenneth Hosfeld

The Company has entered into compensation arrangements with all
officers except the president.  The Company is not currently
paying salaries to the president.

Samer Bishay is, and since 2012 has been, president of Ice
Wireless Inc., a Canadian provider of wireless services.
Additionally, since 2001, Mr. Bishay has served as President and
CEO of Iristel, Inc., a leading Canadian wireless and wireline IP
services provider.  As part of his duties with each of Ice
Wireless and Iristel, Mr. Bishay oversees global and domestic
strategies to ensure business objectives are in line with
telecommunications trending needs guaranteeing continued success
in highly competitive markets.  Mr. Bishay earned an Honours
Bachelor of Science from York University.

The Company executed a Secured Promissory Note dated Feb. 27,
2014, in favor of the Purchaser for $4,071,940.  Interest accrues
at 5 percent and is due at maturity date which is March 1, 2016.
Advanced payments are required based certain conditions with
qualified financing as defined in the Secured Promissory Note.

A copy of the Form 8-K is available for free at:

                        http://is.gd/c8GosU

                         About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

Net Talk.com incurred a net loss of $14.71 million on $5.79
million of total revenue for the year ended Dec. 31, 2012, as
compared with a net loss of $26.17 million on $2.72 million of
total revenue for the year ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2013, showed $4.73
million in total assets, $25.87 million in total liabilities, $5
million in redeemable preferred stock, and a $26.14 million total
stockholders' deficit.

                 Going Concern/Bankruptcy Warning

"The presentation of financial statements in accordance with GAAP
contemplates that operations will be sustained for a reasonable
period.  However, we have incurred operating losses of $884,879
and $3,740,984 during the three and nine months ended September
30, 2013, and operating losses of $2,041,541 and $12,553,836
during the three and nine months ended September 30, 2012,
respectively.  The company is also highly leveraged with
$16,068,911 in senior debentures, $1,070,087 in demand notes,
$500,000 in 5% Secured Convertible Promissory Notes and $1,400,000
in mortgage debt.  In addition, during the nine months ended
September 30, 2013 and 2012, we used cash of $1,634,097 and
$3,741,980, respectively, in support of our operations. As more
fully discussed in Note 5, we have material redemption
requirements associated with our senior debentures and demand
notes, due during the year ended December 31, 2013.  Since our
inception, we have been substantially dependent upon funds raised
through the sale of preferred stock and warrants to sustain our
operating and investing activities.  These are conditions that
raise substantial doubts about our ability to continue as a going
concern for a reasonable period."

"We have never sustained profits and our losses could continue.
Without sufficient additional capital to repay our indebtedness,
we may be required to significantly scale back our operations,
significantly reduce our headcount, seek protection under the
provisions of the U.S. Bankruptcy Code, and/or discontinue many of
our activities which could negatively affect our business and
prospects," the Company said in the quarterly report for the
period ended Sept. 30, 2013.


NEW LIFE INT'L: Has Continued Access to Regions Cash Collateral
---------------------------------------------------------------
In the Chapter 11 case of New Life International, the Hon. Randall
S. Mashburn of the U.S. Bankruptcy Court for the Middle District
of Tennessee signed off on an agreed order regarding the use of
cash collateral of, and provision of adequate protection to,
secured creditor Regions Bank.

As reported in the Troubled Company Reporter on March 19, 2014,
the Debtor owns numerous parcels of improved and unimproved
parcels of real property, including two parcels of improved real
estate encumbered by liens in favor of Regions.

Prepetition, NLI executed two promissory notes in the original
principal amounts of $361,250 and $467,500.  Regions was granted
first-in-priority liens in parcels of property in Monteagle,
Tennessee.

The Debtor and Regions have agreed on the terms on which the
Debtor will retain and continue to use the property and provide
adequate protection to Regions, to which it is entitled under
11 U.S.C. Sec. 361 and 363.

The agreed order provides that the Debtor is authorized to use the
cash collateral of Regions during the period between Dec. 31,
2013, through the date of the entry of an order confirming a
Chapter 11 plan of liquidation, the dismissal of the case, the
conversion of the case to Chapter 7, or the appointment of a
Chapter 11 trustee, subject to the following provisions concerning
the adequate protection of Regions' lien on and security interest
in the properties and any income generated from the operations of
the properties.

The Debtor is also authorized to use Regions' cash collateral to
pay amounts or any fees payable to the Clerk of the Court and to
the U.S. Trustee.

As adequate protection from any diminution in value of Regions'
collateral, the Debtor will Regions

   i) a replacement lien on all of the Debtor's assets of the
      same type in which Regions claims to hold prepetition
      liens or security interests; and

  ii) as additional adequate protection to the interests of
      Regions, the Debtor will make periodic payments to Regions
      on the last day of each month, commencing on the entry of
      the agreed order for the month of February 2014, and on
      the last day of each month thereafter until modified by
      subsequent Order of the Court, in the amount of $6,371.

In consideration of the payments, Regions agrees not to assert its
right to collect or have allowed interest at the default rate for
each month for which the payments are timely made.

                    About New Life International

New Life International, a religious corporation originally
incorporated under the name "World Bible Society", sought Chapter
11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 13-bk-10974)
in Nashville, Tennessee, on Dec. 31, 2013.

The Debtor disclosed $44,651,301 in assets and $46,362,805 in
liabilities as of the Chapter 11 filing.

NLI's sources of revenue include donations of goods, money and
other property, investment earnings, sale of Christian-themed
merchandise and earnings from other real estate and operating
entities.  Other names used by the Debtor are the National
Community Foundation, The New Life Group, and Band Angels.

The Debtor has tapped Gullett Sanford Robinson & Martin, PLLC as
attorneys and Kraft CPAs Turnaround & Restructuring Group, PLLC,
as financial consultant.

The U.S. Trustee for Region 8 appointed an official committee of
unsecured creditors consisting of Robert T. Abbotts, Dorthy F.
Mack, James D. Rice, Richard M. Taylor, and Sharon L. Upton-Rice.


NORTHERN BERKSHIRE: Reopening Emergency Services A Priority
-----------------------------------------------------------
Andy McKeever, writing for iBerkshires.com, reported Judge Henry
J. Boroff, who is presiding over the Chapter 7 liquidation filing
of Northern Berkshire Healthcare, on Monday agreed that reopening
the emergency services in North Berkshire was a priority.  The
judge went so far as to wonder if he shouldn't put in an extra
layer of authority to uphold the state's previous order for
Berkshire Medical Center to operate the Emergency Department.

The report said the court-appointed Trustee Harold B. Murphy,
Esq., at Murphy & King PC, attorneys for the state and Berkshire
Health Systems and major creditor Wells Fargo Bank assured Judge
Boroff that they were in agreement.

Northern Berkshire Healthcare announced last month it would close
North Adams Regional Hospital on March 28.  The Board of Trustees
cited a worsening financial status following Chapter 11 bankruptcy
in 2011, financial restructuring and the closing of its
psychiatric facility in January.

iBerkshires.com's Mr. McKeever reported that Berkshire Superior
Court Judge John J. Agostini, at the request of the attorney
general's office, issued a temporary restraining order preventing
assets critical to the ER's reopening from being removed and
charging Berkshire Medical Center LLC to take over its operations.
A hearing on the restraining order set for April 8 in Hampden
Superior Court, where Judge Agostini is presiding, has been
postponed to next week.

The report said BMC is currently maintaining the electronic
records, answering phones and providing maintenance and security
on the NARH campus. The state has licensed BMC to operate a
satellite emergency facility, but further federal approvals are
required.

               About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc., is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operated the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  Steven T.
Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq.,
and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston,
Mass., serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and $53,379,652
in liabilities as of the Chapter 11 filing.  The petition was
signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.

The Debtors obtained confirmation of their Chapter 11 plan on
April 10, 2012.  According to the Troubled Company Reporter on
June 8, 2012, Northern Berkshire Healthcare said on June 5, 2012,
it has emerged from Chapter 11 reorganization.


OPTIMUMBANK HOLDINGS: Incurs $7.1 Million Net Loss in 2013
----------------------------------------------------------
Optimumbank Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $7.07 million on $5.28 million of total interest
income for the year ended Dec. 31, 2013, as compared with a net
loss of $4.69 million on $5.16 million of total interest income in
2012.

As of Dec. 31, 2013, the Company had $128.78 million in total
assets, $128.99 million in total liabilities and a $216,000 total
stockholders' deficit.

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

                         http://is.gd/1HuupG

                     About OptimumBank Holdings

OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100 percent of
OptimumBank, a state (Florida)-chartered commercial bank.

The Company offers a wide array of lending and retail banking
products to individuals and businesses in Broward, Miami-Dade and
Palm Beach Counties through its executive offices and three branch
offices in Broward County, Florida.

Optimumbank Holdings disclosed a net loss of $4.69 million in
2012, as compared with a net loss of $3.74 million in 2011.

                         Regulatory Matters

Effective April 16, 2010, the Bank consented to the issuance of a
Consent Order by the  Federal Deposit Insurance Corporation and
the the Florida Office of Financial Regulation, also effective as
of April 16, 2010.

The Consent Order represents an agreement among the Bank, the FDIC
and the OFR as to areas of the Bank's operations that warrant
improvement and presents a plan for making those improvements.
The Consent Order imposes no fines or penalties on the Bank.  The
Consent Order will remain in effect and enforceable until it is
modified, terminated, suspended, or set aside by the FDIC and the
OFR.


OVERLAND STORAGE: To Conduct "Say-on-Pay" Vote Every Year
---------------------------------------------------------
Based on the results of the vote at the annual meeting of
shareholders held on June 18, 2013, and consistent with the
recommendation of the Board of Directors of Overland Storage,
Inc., the Board has determined to conduct a Say-on-Pay Vote every
year until the next required advisory vote on the frequency of
future Say-on-Pay Votes.

                      About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

Overland Storage incurred a net loss of $19.64 million on $48.02
million of net revenue for the fiscal year ended June 30, 2013, as
compared with a net loss of $16.16 million on $59.63 million of
net revenue during the prior fiscal year.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013, citing recurring losses and negative
operating cash flows which raise substantial doubt about the
Company's ability to continue as a going concern.

As of Dec. 31, 2013, the Company had $31.62 million in total
assets, $34.93 million in total liabilities and a $3.30 million
total shareholders' deficit.


OVERLAND STORAGE: Amends Loan Agreement with Silicon Valley
-----------------------------------------------------------
Overland Storage, Inc., and its wholly-owned subsidiary, Tandberg
Data GmbH, entered into an Amended and Restated Loan and Security
Agreement with Silicon Valley Bank on March 19, 2014.  The Amended
and Restated Credit Facility amends and restates the Loan and
Security Agreement, dated as of Aug. 9, 2011, by and between the
Company and Silicon Valley Bank, as previously amended.

The Amended and Restated Credit Facility provides for an
$8,000,000 revolving line of credit, which includes a $3,000,000
sublimit for advances to the German Subsidiary, as well as a
separate credit line of $750,000 for letters of credit, foreign
exchange contracts and cash management.  The revolving line of
credit is subject to a borrowing-base initially equal to 80
percent of the value of certain accounts receivable of the Company
and the German Subsidiary.  The maturity date of the Amended and
Restated Credit Facility is Aug. 7, 2015.

Obligations with respect to advances made to the Company under the
Amended and Restated Credit Facility are secured by a pledge of
substantially all of the Company's assets other than intellectual
property and certain other assets.

Borrowings by the Company under the Amended and Restated Credit
Facility will bear interest at the Prime Rate plus a margin of
either 1.00 percent or 1.25 percent, depending on the Company's
net cash.  Borrowings by the German Subsidiary under the Amended
and Restated Credit Facility will bear interest at the Prime Rate
plus a margin of either 2.00 percent or 2.25 percent, depending on
the Company's net cash.  The Company is also obligated to pay
other facility fees and arrangement fees customary for a credit
facility of this size and type.

A copy of the Amended and Restated Loan and Security Agreement is
available for free at http://is.gd/BgU8ao

                      About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

Overland Storage incurred a net loss of $19.64 million on $48.02
million of net revenue for the fiscal year ended June 30, 2013, as
compared with a net loss of $16.16 million on $59.63 million of
net revenue during the prior fiscal year.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013, citing recurring losses and negative
operating cash flows which raise substantial doubt about the
Company's ability to continue as a going concern.

As of Dec. 31, 2013, the Company had $31.62 million in total
assets, $34.93 million in total liabilities and a $3.30 million
total shareholders' deficit.


PA ENTERTAINMENT: Section 341(a) Meeting Set on April 29
--------------------------------------------------------
A meeting of creditors in the bankruptcy case of Philadelphia
Entertainment and Development Partners, L.P., will be held on
April 29, 2014, at 1:00 p.m. at 833 Chestnut Street, Suite 501,
Philadelphia, PA.

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

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

Philadelphia Entertainment and Development Partners, L.P., filed a
Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 14-12482)
on March 31, 2014.  Brian R. Ford signed the petition as
authorized signatory.  The Debtor estimated assets of at least $10
million and liabilities of at least $50 million.  DLA Piper LLP
(US) serves as the Debtor's counsel.  Judge Magdeline D. Coleman
oversees the case.


PACIFIC STEEL: Epiq Approved as Balloting and Noticing Agent
------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California authorized Pacific Steel Casting
Company, et al., to employ Epiq Bankruptcy Solutions, LLC as the
Debtors' official claims, noticing and balloting agent.

Michael W. Malter, Esq., at Binder & Malter, LLP, on behalf of the
Debtors, stated that the agreement has been amended to address
concerns raised by the U.S. Trustee and the Court at the March 13,
2014 hearing.  As requested by the U.S. Trustee at that hearing,
the arbitration clause and the provision related to crisis and
communication management have been removed.  The Court further
indicated that it would not approve an indemnity clause for
anything more than ordinary negligence and requested that the
indemnity clause in the agreement specifically exclude gross
negligence and willful misconduct.  The indemnity clause has been
revised to comply with the Court's request and now expressly
excludes losses resulting from Epiq's gross negligence or willful
misconduct.

Epiq is authorized to, among other things:

   i) distribute required notices to parties in interest;

  ii) receive, maintain, docket, and otherwise administer the
      proofs of claim filed in the Debtors cases; and

iii) provide such other noticing, claims, and administrative
      services as required by the Debtors and that would fall
      within the purview of services to be provided by the Clerk's
      Office.

The order also provided that in the event Epiq is unable to
provide the services set out in the order, Epiq will immediately
notify the Debtors' counsel and cause all relevant creditor
information to be turned over to another noticing agent with the
advice and consent of the Debtors' counsel.

                About Pacific Steel Casting Company

Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014.  Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director.  The Law Offices of Binder and
Malter, LLP, serves as the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims, noticing and balloting
agent.  The Debtors estimated assets and liabilities of at least
$10 million.

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.

Tracy Hope Davis, the United States Trustee for Region 17,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.


PACIFIC STEEL: Taps Burr Pilger Mayer as Financial Consultants
--------------------------------------------------------------
Pacific Steel Casting Company, et al., ask the U.S. Bankruptcy
Court for the Northern District of California for permission to
employ Burr Pilger Mayer, a certified public accounting firm, as
financial consultants.

BPM will, among other things:

   a. assist in the preparation of cash collateral budgets,
      review all expenditures to ensure conformity with those
      budgets and to support the loan underwriting process;

   b. develop financial analysis, as necessary to support the
      loan underwriting process; and

   c. assist in the loan closing process.

The hourly rates of BPM's personnel are:

         Experience Level                        Rate
         ----------------                        ----
         Principals                           $325 - $500
         Directors and Managers               $215 - $450
         Supervisors, Seniors, and Staff       $65 - $250
         Administrative                        $55 -  $65

On March 6, 2014, BPM received payment of:

   1. $69,064 from PSC for services rendered from Nov. 7, 2013,
      through March 6, 2014, that exceeded the initial $2,500
      retainer on behalf of both PSC and BP; and

   2. a $50,000 prepetition retainer from PSC on behalf of
      both PSC and BP for the chapter 11 bankruptcy cases.

BPM was not owed any amounts by PSC or BP on the Petition Date

                About Pacific Steel Casting Company

Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014.  Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director.  The Law Offices of Binder and
Malter, LLP, serves as the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims, noticing and balloting
agent.  The Debtors estimated assets and liabilities of at least
$10 million.

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.

Tracy Hope Davis, the United States Trustee for Region 17,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.


PACIFIC STEEL: Wants to Hire Cleary Gull as Investment Banker
-------------------------------------------------------------
Pacific Steel Casting Company, et al., ask the Bankruptcy Court
for the Northern District of California for permission to employ
Cleary Gull Inc. as investment banker.

Cleary Gull will, among other things:

   1. assist in developing an overall strategy for a transaction;

   2. become familiar with the business, operations, properties,
      financial condition, prospects, and management philosophy
      of the company; and

   3. review the historical and projected financial performance
      and determining a current valuation of the Company.

John Peterson, managing director of Cleary Gull, tells the Court
that the firm's compensation structure, includes:

   a) ISR Fee: a fee for initial advisory services rendered in
      three installments as:

      * $37,500 - Execution of the letter agreement;

      * $25,000 - Receipt of proposed initial indication of
        interest, letter of intent, memorandum of understanding
        or other proposal for a Transaction from an interested
        party; and

      * $25,000 - acceptance by the Company or the owner(s) of
        a majority of its outstanding shares of a letter of
        intent, memorandum of understanding or other agreement
        in principle or proposal for a transaction from an
        interested party

   b) Transaction and Incentive Fees: Cleary Gull's compensation
      for the services is largely dependent on the outcome of the
      assignment.  If a transaction is consummated, then the
      Company will pay Cleary Gull a success fee, in cash via wire
      transfer at consummation of the transaction, of $400,000,
      less the amount of the ISR Fee paid by the Company, plus an
      incentive fee equivalent to five percent of the aggregate
      consideration equal to or in excess of $18,000,000

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

                About Pacific Steel Casting Company

Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014.  Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director.  The Law Offices of Binder and
Malter, LLP, serves as the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims, noticing and balloting
agent.  The Debtors estimated assets and liabilities of at least
$10 million.

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.

Tracy Hope Davis, the United States Trustee for Region 17,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.


PALM DRIVE HEALTH: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Palm Drive Health Care District
        501 Petaluma Ave.
        Sebastopol, CA 95472

Case No.: 14-10510

Type of Business: Health Care

Chapter 11 Petition Date: April 7, 2014

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Debtor's Counsel: Michael A. Sweet, Esq.
                  FOX ROTHSCHILD LLP
                  235 Pine St. #1500
                  San Francisco, CA 94104
                  Tel: (415)364-5540
                  Email: msweet@foxrothschild.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Thomas Harlan, chief executive officer.

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


PARK DRIVE ESTATES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Park Drive Estates LLC
        70-58 173rd Street
        Flushing, NY 11365

Case No.: 14-60573

Chapter 11 Petition Date: April 7, 2014

Court: United States Bankruptcy Court
       Northern District of New York (Utica)

Debtor's Counsel: Thomas Paul Hughes
                  23 Oxford Road
                  New Hartford, NY 13413
                  Tel: (315) 223-3043
                  Fax: (315) 735-7924
                  Email: thughes@23oxfordroad.com

Total Assets: $3.15 million

Total Liabilities: $25,000

The petition was signed by Barbara Klapper, member.

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


PATIENT SAFETY: Now a Wholly Owned Subsidiary of Stryker
--------------------------------------------------------
Pursuant to the Agreement and Plan of Merger, dated as of Dec. 31,
2013, by and among Stryker Corporation, PS Merger Sub Inc., a
wholly owned subsidiary of Stryker, and Patient Safety
Technologies, Inc., on March 24, 2014, Merger Sub was merged with
and into the Company, with the Company continuing as the surviving

In the Merger:

   (i) each share of common stock, par value $0.0001 per share, of
       the Company outstanding immediately prior to the effective
       time of the Merger, other than dissenting shares and shares
       of Capital Stock owned by the Company, Stryker or Merger
       Sub or any of their subsidiaries, was converted into the
       right to receive $2.22 in cash, without interest;

  (ii) each share of Series A Convertible Preferred Stock, par
       value $1.00 per share, of the Company outstanding
       immediately prior to the Effective Time, other than
       Excluded Shares, was converted into the right to receive
       $100.00 in cash, without interest; and

(iii) each share of Series B Convertible Preferred Stock, par
       value $1.00 per share, of the Company outstanding
       immediately prior to the Effective Time, other than
       Excluded Shares, was converted into the right to receive
       $296.00 in cash, without interest.  In addition, each
       vested and exercisable option to acquire Common Stock that
       is outstanding immediately prior to the Effective Time of
       the Merger will be canceled and terminated in exchange for
       the right to receive a payment in cash equal to the product
       of (a) the total number of Common Stock for which such
       option remains outstanding and unexercised prior to the
       effective time and (b) the excess (if any) of the Common
       Consideration over the exercise price of such option.  All
       unvested options will become immediately vested and
       exercisable.

As a result of the Merger, a change in control of the Company
occurred, and the Company is now a wholly owned subsidiary of
Stryker.

The total amount of funds used to complete the Merger was
approximately $120 million, which was funded through Stryker's
available cash on hand.

In accordance with the Merger Agreement, as a result of the
Merger, the directors of Merger Sub immediately prior to the
Effective Time became the directors of the Company following the
Effective Time.

In connection with the Merger, both Brian E. Stewart and David C.
Dreyer ceased to serve as officers of the Company on March 24,
2014.

Immediately following the Effective Time, the directors of the
Company appointed Timothy J. Scannell to serve as president, David
G. Furgason to serve as vice president, Jeanne M. Blondia to serve
as vice president and treasurer and Dean H. Bergy to serve as vice
president and secretary.

At the Effective Time, the certificate of incorporation and the
bylaws of the Company were amended and restated in accordance with
the terms of the Merger Agreement.

A copy of the Form 8-K is available for free at:

                       http://is.gd/3jPVDP

               To Cease Filing of Reports with SEC

The Company intends to file with the Securities and Exchange
Commission a certification on Form 15 to terminate its
registration under Section 12(g) of the Securities Exchange Act of
1934 or to suspend its reporting obligations under Sections 13 and
15(d) of the 34 Act as promptly as practicable.

The Company filed with the SEC post-effective amendments to the
following registration statements:

   (1) Registration Statement on Form S-1 filed on July 2, 2012,
       and declared effective on July 16, 2012, the Company
       registered for resale from time to time 2,499,998 shares of
       the Company's common stock, par value $0.0001 per share.



   (2) Registration Statement on Form S-1 filed on May 10, 2011,
       and declared effective on May 11, 2011, as amended,
       pursuant to which the Company registered for resale from
       time to time 31,244,769 shares of the Company's common
       stock par value $0.0001 per share.

   (3) Registration Statement on Form S-8 registering the offer
       and sale of the Company's common stock, par value $0.0001
       per share, issuable pursuant to the Non-Statutory Stock
       Option Plan for the Directors of The Franklin Holding
       Corporation and The Franklin Holding Corporation Stock
       Incentive Plan;

   (4) Registration Statement on Form S-8 filed on May 3, 2005,
       registering the offer and sale of the Common Shares
       issuable pursuant to the (i) Consulting Agreement, entered
       into as of April 5, 2005, with Health West Marketing
       Incorporated, (ii) Consulting Agreement, entered into as of
       Dec. 10, 2004, with Apex Financial Management Services
       L.L.C., (iii) Agreement dated April 1, 2005, with Crescent
       Communications, (iv) Agreement dated Oct. 18, 2004, with
       Aegis Securities Corp. and (v) Stock Option and Restricted
       Stock Plan, effective March 30, 2005;

   (5) Registration Statement on Form S-8 registering the offer
       and sale of Common Shares issuable pursuant to the (i)
       Patient Safety Technologies, Inc., 2009 Stock Option Plan
       (ii) Non-Plan Stock Option Agreements granting options to
       various officers, directors, employees and former employees
       of Patient Safety Technologies, Inc. outside of the Stock
       Option and Restricted Stock Plan and the 2009 Stock Option
       Plan;

   (6) Registration Statement on Form S-8 filed on March 26, 2013,
       registering the offer and sale of the Common Shares,
       issuable pursuant to the (i) 2009 Stock Option Plan, as
       amended and (ii) Non-Plan Stock Option Agreements granting
       options to various officers, directors, employees and
       former employees of Patient Safety Technologies, Inc.
       outside of the Stock Option and Restricted Stock Plan and
       the 2009 Stock Option Plan, as amended;

The Company is seeking to deregister all shares of Common Stock
that remain unsold under the Registration Statements because its
obligation to keep the Registration Statements effective pursuant
to the terms of its agreement with the selling stockholders has
terminated.

                 About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

The Company's balance sheet at Sept. 30, 2013, showed $18.71
million in total assets, $5.56 million in total liabilities and
$13.15 million in stockholders' equity.

Patient Safety incurred a net loss applicable to common
shareholders of $1.91 million for the nine months ended Sept. 30,
2013.  The Company incurred a net loss of $2.20 million in 2012
and a net loss of $1.89 million in 2011.


PEREGRINE FINANCIAL: Trustee and Customers Settle with JPMorgan
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Peregrine Financial Group Inc.
reached a settlement of his disputes with JPMorgan Chase Bank NA
in tandem with settlement of a class lawsuit on behalf of
Peregrine customers.

According to the report, the settlement enables JPMorgan to
release more than $14 million held in a blocked account to cover
the bank's claim to be indemnified for expenses and losses
stemming from the customers' class-action suit.

Peregrine trustee Ira Bodenstein was keen to have a global
settlement because the bank's expenses in the class suit
threatened to erode what he could recover from the blocked
account, the report said.

The settlement, coming up for approval on April 16 in U.S.
Bankruptcy Court in Chicago, calls for the New York-based bank to
receive about $1.9 million in full satisfaction of $2.2 million in
claims it filed, the report related.  The payments will come from
the accounts at the bank.

The payments will leave $14 million from what was a total of $15.9
million in the blocked account, the report further related.
Because customers will waive claims against the bank, JPMorgan
will release its hold on the $14 million.

                   About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


QUAD/GRAPHICS INC: Moody's Rates New Secured Bank Debt 'Ba2'
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Quad/Graphics,
Inc.'s new senior secured credit facilities and B1 rating to the
company's new senior unsecured notes. At the same time, Quad's Ba2
corporate family rating (CFR), Ba2-PD probability of default
ratings (PDR) and the company's SGL-1 (very good) speculative
grade liquidity (SGL) rating were affirmed and the ratings outlook
was maintained at stable. Ratings of existing credit facilities
will be withdrawn in due course.

The proceeds from the new Ba2 credit facility (comprised of an
$850 million 5-year revolving term loan, a $450 million 5-year
term loan A and a $300 million 7-year term loan B) and the new B1
senior unsecured notes ($300 million 8-year notes) will be used to
repay the existing credit facility (comprised of an $850 million
revolving term loan due 2017, a $450 million term loan A due 2017
and a $200 million term loan B due 2018) as well cash to the
balance sheet, which Moody's expect will be used to fund future
acquisitions. While the transaction increases Debt/EBITDA leverage
by 0.2x to 3.0x (on a Moody's fully-adjusted basis), it is viewed
as being ratings neutral given EBITDA and synergies from the Brown
acquisition, and has positive considerations including extended
maturities, increased liquidity and reduced cost of capital.

Since most of Quad's debt is secured and represents the vast
majority of the company's liabilities, with proportionately little
loss-absorbing junior capital, Quad's bank credit facility is
rated at the same Ba2 level as the company's CFR. The junior-
ranking senior unsecured notes are disadvantaged by the top heavy
liability structure, the unsecured notes are rated two notches
below the company's CFR at B1.

Issuer: Quad/Graphics, Inc.

Assignments:

  Senior Secured Bank Credit Facility, Assigned Ba2 (LGD3, 41%)

  Senior Unsecured Notes, Assigned B1 (LGD5, 89%)

Rating Actions:

  Corporate Family Rating, affirmed at Ba2

  Probability of Default Rating, affirmed at Ba2-PD

  Senior Secured Bank Credit Facility, affirmed at Ba2 (LGD3,
  45%) [will be withdrawn in due course]

  Speculative Grade Liquidity Rating, affirmed at SGL-1

  Outlook, maintained at Stable

Ratings Rationale

Quad's Ba2 corporate family rating is influenced by revenue
declines and exposures to the challenges in the commercial
printing industry. Even with the general economy showing modest
positive growth, Moody's expect Quad's organic revenues to decline
by 2%-to-3% over the next couple of years. Industry-wide revenue
and profitability are expected to be under significant pressure
for the foreseeable future and restructuring expenses are expected
to be the norm for companies in this sector. These negative trends
are partially mitigated by Quad's financial conservatism which is
displayed by ongoing debt reduction and maintaining leverage in a
target range for net debt-to-EBITDA of 2.0x-to-2.5x (Quad's Q4-13
measure was 2.4x vs. an equivalent Moody's adjusted figure of
2.8x). Quad also maintains solid liquidity and shows caution in
providing cash returns to shareholders.

Rating Outlook

The outlook is stable based on expectations that the company will
continue to show fiscal conservatism including operating within
its targeted unadjusted net debt-to-EBITDA range of 2.0x-to-2.5x.

What Could Change the Rating - UP

Given solid liquidity and improved industry fundamentals and top-
line growth, a ratings upgrade may be considered if (RCF-CapEx)/TD
were expected to be sustained well above 10% while (EBITDA-
CapEx)/IntExp was well above 4x (measures include Moody's standard
adjustments). An upgrade would also involve clarity concerning
dividend plans.

What Could Change the Rating - DOWN

Moody's would consider a downgrade if (RCF-CapEx)/Debt were
expected to be sustained at approximately 5% or below and (EBITDA-
CapEx)/IntExp was less than 3.5x (measures include Moody's
standard adjustments). A significant debt-financed acquisition
and/or adverse liquidity developments could also result in
downward rating pressure.

Headquartered in Sussex, Wisconsin, Quad/Graphics, Inc. (Quad) is
a publicly traded leading North American commercial printing
company. Annual revenues are in the $5.2 billion range of which
91% comes from US operations while 6% comes from South American
operations and 3% from European operations.


QUAD/GRAPHICS INC: S&P Lowers CCR to 'BB-' on Higher Leverage
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sussex, Wis.-based printing company Quad/Graphics Inc.
to 'BB-' from 'BB'.  The outlook is stable.

At the same time, S&P assigned the company's proposed $1.6 billion
senior secured credit facility a 'BB-' issue-level rating, with a
recovery rating of '3', indicating S&P's expectation for
meaningful (50%-70%) recovery in the event of a payment default.
The facility consists of an $850 million revolving credit facility
due 2019, $450 million term loan A due 2019, and $300 million term
loan B due 2021.

In addition, S&P assigned the company's proposed $300 million
senior unsecured notes a 'B' issue-level rating, with a recovery
rating of '6', indicating its expectation for negligible (0% to
10%) recovery in the event of a payment default.

The downgrade reflects the increase in adjusted leverage beyond
S&P's 3x threshold for the company at a 'BB' rating, where S&P
expects it will remain as the company combats low- to mid-single-
digit percent annual organic revenue declines, amid long-term
structural declines in most of its end markets.  As of Dec. 31,
2013, Quad's adjusted leverage was 3x. However, pro forma for the
refinancing and acquisition of Brown Printing Company, adjusted
leverage increased to roughly 3.2x.  Additionally, the company's
operational pressures have not subsided as organic revenue
declined about 4.5% in 2013 and the adjusted EBITDA margin fell to
11.6% from 12.3% in 2012.  Given the increase in adjusted leverage
and declining operating fundamentals, S&P revised its financial
risk profile assessment to "significant" from "intermediate,"
indicating increased risk.

S&P views Quad's business risk profile as "weak."  The company's
print products are well-diversified, but the majority of its end
markets, including books, magazines, retail inserts, and
directories face unfavorable structural changes as content and
advertising dollars shift to digital media.  These trends have
caused printing volumes to decline, which in turn has resulted in
lower industry capacity utilization and aggressive pricing tactics
by market participants that have eroded profitability.

Quad's non-print revenue consists mostly of its logistics segment,
which accounts for about 10% of total revenue.  The company has
undertaken marketing solutions initiatives for its clients, but
S&P do not expect those efforts to drive incremental revenue in
the short term.  S&P views Quad's management and governance as
"fair."

S&P views Quad's financial risk profile as "significant," based on
its pro forma adjusted leverage calculation of 3.2x.  As of
Dec. 31, 2013, Quad's adjusted leverage (which includes
adjustments for pension and operating leases) was 3x, only just
meeting S&P's threshold for adjusted leverage for the company at
the "intermediate" financial risk profile.  S&P expects the
company to reduce debt through cash contributions to the
underfunded pension and post-retirement liability and through debt
amortization payments in 2014 and 2015.  At the same time, S&P
also expects that declines in EBITDA resulting from the organic
decline of the business will offset debt reduction, keeping
adjusted leverage over 3x.


QUALITY STORES: Severance Payments Are 'Wages' Subject to Tax
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that severance payments to employees are "wages" subject
to tax and withholding, the U.S. Supreme Court ruled on March 25,
deciding a case argued on Jan. 14.

According to the report, the case arose from the bankruptcy
liquidation of retailer Quality Stores Inc. The U.S. Court of
Appeals in Cincinnati ruled that severance payments aren't wages
under the Federal Insurance Contributions Act and aren't subject
to withholding.

The March 25 high court ruling reversing the appeals court has
several implications for companies in bankruptcy and their
employees, Mr. Rochelle said, noting that: first, paying severance
is more expensive because the bankrupt company must pay its share
of FICA taxes; and second, the payments are taxable to the
employees, meaning they will have less disposable income as well
as out of a job.

Classifying severance as wages may also limit employees' ability
to claim unemployment benefits, the report related.

FICA withholdings fund the Social Security and Medicare programs,
the report further related.  Although the Quality Stores case
involved only $1 million, the government persuaded the Supreme
Court to hear the case because there are more than $1 billion in
refund claims pending by 2,400 taxpayers advancing theories like
that rejected in the high court on March 25.

The case in the Supreme Court is U.S. v. Quality Stores Inc., 12-
1408, U.S. Supreme Court (Washington).

                       About Quality Stores

Based in Muskegon, Michigan, Quality Stores Inc. was a specialty
retailer of farm and agriculture-related merchandise.  On Oct. 22,
2001, the Company was sent to bankruptcy after a group of holders
of the 10-5/8% senior notes filed an involuntary petition before
the U.S. Bankruptcy Court for the Western District of Michigan, in
Grand Rapids.


RAMS ASSOCIATES: Confirmation Hearing Set for May 6
---------------------------------------------------
Judge Christine M. Gravelle is set to consider confirmation of the
proposed Second Modified Plan of Reorganization in a 2:00 p.m.,
May 6, 2014 hearing.

The judge approved the adequacy of the Second Modified Disclosure
Statement describing the Plan on March 18, 2014.  A copy of the
Disclosure Statement is available for free at:

      http://bankrupt.com/misc/RAMSASSOCIATES_2ndDSmar18.pdf

Written acceptances, rejections or objections to the Plan should
be filed with the Debtor's attorney no less than seven dayvs
before the Confirmation Hearing.

                      About Rams Associates

Rams Associates LP was formed in 1990 for the purpose of acquiring
and operating an ice rink then operated under the name American
Hockey & Ice Skating Center located in Farmingdale, New Jersey for
a purchase price of $1,800,000 for the land and building.  Rams
expended another $3,200,000 to build-out the arena and purchase
the necessary equipment to operate the Arena.  Rams continues to
own and operate the ice rink, under the name Jersey Shore Arena.

On June 25, 2013, an involuntary petition under chapter 7 of the
Bankruptcy Code, 11 U.S.C. Sec. 101, et seq., was filed against
Rams, which proceeding was assigned Case No. 13-23969 (CMG).

On July 16, 2013, Rams Associates filed a superseding Chapter 11
petition (Bankr. D.N.J. Case No. 13-25541) in Trenton, New Jersey.

On July 30, 2013, a consent order substantively consolidating the
cases was entered by the Bankruptcy Court, which allowed for Rams
to proceed with the superseding chapter 11 case.

Judge Christine M. Gravelle presides over the case.  Morris S.
Bauer, Esq. And Larry K. Lesnik, Esq., of McLaughlin & Marcus,
P.A., serves as the Debtor's counsel.

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


REGENCY CENTERS: Fitch Affirms 'BB+' Preferred Stock Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of Regency Centers
Corp. (NYSE: REG) and its operating partnership, Regency Centers,
L.P., (collectively REG, or the company) as follows:

Regency Centers Corporation

-- Issuer Default Rating (IDR) at 'BBB';
-- Preferred stock at 'BB+'.

Regency Centers, L.P.

-- IDR at 'BBB';
-- Unsecured revolving facilities at 'BBB';
-- Senior unsecured term loan at 'BBB';
-- Senior unsecured notes at 'BBB'.

The Rating Outlook is Stable.

Key Rating Drivers

The affirmation is based on improvements in operating fundamentals
and Fitch's expectations that leverage and fixed charge coverage
metrics will stabilize or improve slightly from current levels.
Absent any further deleveraging initiatives, Fitch expects REG to
maintain credit metrics within a range appropriate for the 'BBB'
IDR.

Improving Fundamentals

Pro-rata same-store property net operating income (NOI) grew at a
healthy rate of 4% in both 2013 and 2012, driven in part by
increasing occupancy.  Rent growth has been strong across both new
leases and renewals.  Fitch expects that same-property NOI will
continue to grow in the low single digits through 2016 with the
company maintaining its current occupancy rate.  Additionally, the
company's lease expiration schedule is manageable, with no year
representing more than 14% of expiring pro-rata minimum base rent,
further improving the durability of rental cash flows, absent
tenant bankruptcies.

Appropriate Credit Metrics

REG's pro-rata leverage was 5.7x for the year ended Dec. 31, 2013,
down from 6.3x and 6.5x as of year-end 2012 and 2011,
respectively.  The decrease in leverage has been mostly driven by
net asset sales with proceeds used to reduce debt coupled with
improved property performance.  Fitch projects the company's
leverage to sustain at current levels through 2016 which would be
appropriate for the rating.  Fitch defines leverage as net debt
divided by recurring operating EBITDA.

REG's pro-rata fixed-charge coverage ratio was 2.0x for the year
ended Dec. 31, 2013, up from 1.9x in both 2012 and 2011.  Fitch
projects REG's fixed charge coverage will sustain in the low 2x's
through 2016.  Fitch defines fixed-charge coverage as recurring
operating EBITDA less straight-line rents, leasing commissions and
tenant and building improvements, divided by total interest
incurred and preferred stock dividends.

Limited Development Risk

Although REG was a prolific developer during the last real estate
cycle, the company is now taking a more measured approach.  The
company's net cost to complete in-progress developments was only
1.6% of its gross undepreciated assets as of Dec. 31, 2013, down
from 2.1% in 2012 and up marginally from 1.5% in 2011.  This
compares to 12.8% as of 2007.  The size of the overall development
pipeline has decreased materially since the start of the global
financial crisis, reflective of an overall de-risking of the
company's strategy.  Fitch expects the company to gradually
increase its development pipeline by starting $165 million of
annual developments and redevelopments from 2014 through 2016.

Strong Unencumbered Asset Coverage of Unsecured Debt; Uneven Debt
Maturity Profile

REG's implied unencumbered asset value covered its net unsecured
debt by 2.6x for the year ended Dec. 31, 2013 when applying an 8%
stressed capitalization rate to unencumbered NOI.  This ratio is
strong for the 'BBB' rating and indicative of good contingent
liquidity.

REG has some unevenness in its debt maturity schedule with large
unsecured bond maturities contributing to 19.3% of pro-rata debt
maturing in 2015 and 21.6% maturing in 2017.  However, refinancing
risk is mitigated by the company's strong unencumbered asset pool
and demonstrated access to the unsecured debt and equity markets.

Appropriate Liquidity

For the period Jan. 1, 2014 to Dec. 31, 2015, REG's sources of
liquidity (unrestricted cash, availability under its unsecured
revolving credit facility and projected retained cash flows from
operating activities after dividends) exceed uses of liquidity
(pro rata debt maturities, amortization, projected recurring
capital expenditures and development) by 1.2x.  Under a scenario
whereby 80% of REG's pro-rata secured debt is refinanced with new
secured debt, liquidity coverage would improve to 1.4x.  The
company has demonstrated strong access to various forms of capital
over the past few years, mitigating near-term refinance risk.

Consistent Affo Payout Ratio

REG's dividend payout ratio has ranged between 85% and 92% of
adjusted funds from operations (AFFO) over the past five years,
indicative of a modest amount of internally generated capital.
Fitch expects the company's dividend coverage will remain within
this recent historical range over the next three years.

Moderate Geographic Concentration

REG's community and neighborhood shopping center portfolio has
moderate geographic and anchor tenant concentrations.  54% of
REG's annualized base rent is derived from properties located
within the states of California, Florida and Texas.  However, the
company is exposed to various markets within the three largest
states, reducing the headline concentration risk.  Although REG's
three largest tenants by annual base rents represent nearly 12% of
annual base rents, this tenant concentration is offset by the fact
that Fitch rates two of the top three tenants as investment grade.
The company's three largest tenants are The Kroger Co. (4.7%, IDR
of 'BBB' by Fitch), Publix Super Markets Inc. (4.3%), Safeway Inc.
(2.7%, IDR of 'BBB-' by Fitch).  However, Safeway Inc. is
currently on Rating Watch Negative, and would likely be downgraded
to 'B' assuming the proposed Cerberus acquisition (announced March
2014), was completed as proposed.

Preferred Stock Notching

The two notch differential between REG's IDR and its preferred
stock rating is consistent with Fitch's criteria for corporate
entities with a 'BBB' IDR.

Pro-Rata Rationale

Fitch looks at REG's property portfolio profile, credit
statistics, debt maturities, and liquidity position based on
combining its wholly-owned properties and its pro-rata share of
co-investment partnerships, to analyze the company as if each of
the co-investment partnerships was dissolved via distribution in
kind.

Several of REG's co-investment partnerships provide for unilateral
dissolution.  Most of these co-investment partnerships provide for
a distribution in kind in the event of a dissolution, whereby REG
and its limited partner unwind the partnership by distributing the
underlying properties (and related property-level debt, if any) to
each partner based on each partner's respective ownership
percentage in the partnership.  Further, the company has supported
its co-investment partnerships in the past by raising common
equity to repay or refinance its share of secured debt,
demonstrating its willingness to de-lever these partnerships.

Fitch views REG's partnership platform positively as it provides
REG with broader market insights and incremental fee and property
income.  In addition, the partnership platform provides the
company additional acquisition opportunities that REG may not
consider for wholly-owned assets, such as entering a market that
REG may not choose to enter on its own or to acquire assets that
may not meet certain size parameters for the consolidated
portfolio.  Via common equity follow-on offerings, the company has
also reduced leverage in its partnerships to levels consistent
with leverage on the wholly-owned consolidated portfolio.

Stable Outlook

The Stable Outlook is based on continued improvement in retail
fundamentals and Fitch's expectation that leverage and coverage
will remain relatively unchanged over the next two years.

Rating Sensitivities

The following factors may have a positive impact on REG's ratings
and/or Outlook:

-- Fitch's expectation of pro-rata leverage sustaining below 5.5x
    for several quarters (pro-rata leverage was 5.7x as of
    Dec. 31, 2013);

-- Fitch's expectation of fixed charge coverage sustaining above
    2.3x for several quarters (pro-rata coverage was 2.0x for the
    year ended Dec. 31, 2013).

The following factors may have a negative impact on REG's ratings
and/or Outlook:

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

-- Fitch's expectation of fixed charge coverage sustaining below
    1.8x for several quarters.

A liquidity shortfall (REG had a base case liquidity coverage
ratio of 1.2x as of Dec. 31, 2013).


RESIDENTIAL CAPITAL: Court Disallows Leroy Hines Claim
------------------------------------------------------
Bankruptcy Judge Martin Glenn sustained the ResCap Borrower Claims
Trust's Fifty-Eighth Omnibus Objection to (A) Amended and
Superseded Borrower Claims; (B) Late Filed Borrower Claims; and
(C) Non-Debtor Borrower Claims, solely as it relates to claim
number 7312, filed by Leroy Hines.  Through the Objection, the
Borrower Claims Trust seeks an order disallowing and expunging
several claims on different grounds.  The Trust objects to the
Hines Claim because it was filed after the bar date.  Hines filed
an opposition to the Objection.  Hines filed his claim on Nov. 20,
2013, asserting a $38,789.36 secured claim and a $2,600 priority
claim against Residential Capital, LLC, listing "Mortgage Note" as
the basis for his claim.

A copy of the Court's April 7, 2014 Memorandum Opinion and Order
is available at http://is.gd/yfDzk2from Leagle.com.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.


ROBERTS LAND: Obtains Confirmation of Plan of Reorganization
------------------------------------------------------------
Judge Paul M. Glenn approved the Chapter 11 Plan of Roberts Land &
Timber Investment Corp. and Union Land & Timber Corp. as
satisfying the confirmation requirements under the Bankruptcy
Code.

The judge simultaneously granted the Debtors' request to modify
the Plan after finding that the proposed modification does not
adversely change the treatment of the claims of the creditors that
voted to accept the Debtors' prior plan.

As previously reported by The Troubled Company Reporter, the
Debtor, through its Restated Joint Plan of Reorganization filed
Aug. 23, 2013, sought to restructure debt owed to creditors
including Farm Credit.  The Plan amends and restates all previous
plans (as modified from time to time) in their entireties that
have been filed by the Debtors.  With respect to the Secured Claim
of Farm Credit of Florida, ACA, as successor by merger to Farm
Credit of North Florida, ACA, in the amount of approximately $13
million, the Plan provides that, at the sole and exclusive option
of the Debtors, the Debtors will inform the Court of their
determination to elect to treat Farm Credit's Allowed Class 4
Claim under Plan Treatment 1, Plan Treatment 2 or Plan Treatment
3.

                      About Roberts Land

Roberts Land & Timber Investment Corp. filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 11-03851) in Jacksonville, Florida, on
May 25, 2011.  Affiliate Union Land & Timber Corp. also sought
Chapter 11 protection (Case No. 11-03853).

Anthony W. Chauncey, Esq., at The Decker Law Firm, P.A., in Live
Oak, Florida; and James H. Post, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, serve as counsel for the Chapter 11
Debtors.

The Debtors are real estate holding and development companies as
well as holder of private mortgages.  The Debtors receive income
from the sale and development of real estate, management of real
estate developments, mortgage receivables, cattle grazing leases
and hunting leases.

In its schedules, Roberts Land disclosed assets of $26.7 million
with debt totaling $12.2 million, all secured.  The principal
properties are 1,500 acres in Baker County, Florida and 3,300
acres in Union County, Florida.

In its schedules, Union Land disclosed $2,376,170 in assets and
$11,945,819 in liabilities as of the petition date.


SANUWAVE HEALTH: RA Capital Stake at 9.9% as of March 17
--------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, RA Capital Management, LLC, and its affiliates
disclosed that as of March 17, 2014, they beneficially owned
4,674,972 shares of common stock of Sanuwave Health, Inc.,
representing 9.9 percent of the shares outstanding.  A cop of the
regulatory filing is available for free at http://is.gd/p4IMvN

                       About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

BDO USA, LLP, in Atlanta, Georgia, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations, has a net
working capital deficit, and is economically dependent upon future
issuances of equity or other financing to fund ongoing operations,
each of which raise substantial doubt about its ability to
continue as a going concern.

SANUWAVE Health reported a net loss of $6.40 million on $769,217
of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $10.23 million on $802,572 of revenue in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $1.75
million in total assets, $7.80 million in total liabilities and a
$6.04 million total stockholders' deficit.


SEAN DUNNE: Irish Developer Loses Appeal on Irish Petition
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Sean Dunne, an Irish real-estate developer, was
barred from appealing a ruling by the U.S. Bankruptcy Court in
Connecticut allowing an Irish bank creditor to have him also ruled
bankrupt in Ireland.

According to the report, Ulster Bank Ireland Ltd., one of Dunne's
two main bank creditors, filed an involuntary bankruptcy petition
against him in Ireland in February 2013. Before the bank was able
to locate Dunne and serve the petition on him, Dunne filed a
voluntary Chapter 7 bankruptcy petition in Bridgeport,
Connecticut, near where Dunne said he resides. Dunne's Chapter 7
petition automatically barred Ulster Bank from proceeding with the
Irish bankruptcy.

At the bank's request, the Connecticut bankruptcy judge signed an
order in June allowing the Irish bankruptcy to proceed to a
limited degree, the report related.  Dunne filed an appeal,
although he failed to persuade the bankruptcy judge to stay the
Irish bankruptcy pending appeal.

U.S. District Judge Janet Bond Arterton in Hartford, Connecticut,
dismissed Dunne's appeal on March 11, the report further related.
She said the appeal was moot because she couldn't set aside the
ruling by the Irish court declaring him bankrupt. She also said it
would be inequitable to preclude Ulster Bank from participating in
the selection of an Irish trustee.

Judge Arterton said the appeal was moot because she couldn't give
any effective relief even if the bankruptcy judge were wrong in
allowing him to be declared bankrupt in Ireland, the report added.

                          About Sean Dunne

Irish real estate developer Sean Dunne filed a liquidating
Chapter 7 bankruptcy petition (Bankr. D. Conn. Case No. 13-50484)
on March 30, 2013, in Bridgeport, Connecticut.  Mr. Dunne says he
now lives and works in Connecticut.

Mr. Dunne said he filed for bankruptcy in the U.S. because Ulster
Bank was applying to an Irish court for permission to commence
bankruptcy proceedings there.

The formal lists of property and debt Dunne filed in May in the
U.S. court shows assets with a total claimed value of $55.2
million and liabilities totaling $942.2 million.  The assets
include $40.8 million of real estate, all in Ireland. Among the
$280.2 million in secured creditors and $612.2 million in
unsecured creditors, almost all are in Ireland.


SIMPLEXITY LLC: Auction Set for April 28, Wal-Mart Makes $10MM Bid
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the procedures governing the sale of certain equipment,
intellectual property, contract rights and other assets of
Simplexity, LLC, et al., to Wal-Mart Stores, Inc., subject to
higher and better bids.

The Stalking Horse Bidder will (a) pay to the Debtors on the
closing date, an amount equal to $10 million, or, in the event
that there is an auction for the stalking horse assets, an amount
equal to the final bid by the stalking horse bidder, and (b)
assume certain liabilities.

The deadline for submitting bids for the assets is April 25.  If
Qualified Bids are timely received by the Debtors, the auction
will take place on April 28, at 10:00 a.m. (prevailing Eastern
Time), at the offices of proposed counsel to the Debtors, Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware.  The sale
hearing will be held on April 30.  Objections to the proposed sale
is April 23.

All objections that have not been withdrawn, waived or settled are
overruled, including the objections raised by Roberta A.
DeAngelis, U.S. Trustee for Region 3, the Official Committee of
Unsecured Creditors, Reliance Communications LLC, and Sprint
Solutions, Inc.

The U.S. Trustee took issue with the bid procedures that seeks to
approve the payment of a "success fee" to Frank C. Bennett, III,
the Debtor' chief executive officer and, on the Petition Date,
only remaining employee.  The U.S. Trustee asserted that pursuant
to Section 503(c)(1) of the Bankruptcy Code, bonus payments to
insiders of the type sought in the motion are subject to a strict
standard if they are for the purpose of inducing employees to
remain with the Debtors' business.  The Committee told the Court
that it is very concerned about the amount of the combined break-
up fee/expense reimbursement as well as restrictions that the
proposed purchaser has placed on diligence access to certain of
its employees.  The Committee urged that the Court limit the
aggregate amount of the lead bidder's combined break-up/expense
reimbursement to $300,000.  The Court approved the proposed
termination fee of $300,000 and the expense reimbursement equal to
the aggregate amount of reasonable out-of-pocket costs and
expenses.

Reliance Communications complained that the motion does not set
forth sufficient information regarding the assets to be sold to
enable a prospective bidder to differentiate between the stalking
horse assets and excluded assets.  Sprint Solutions complained
that the sale cannot be free and clear of Sprint's interests in
the PMSI Collateral and Setoff Rights without its consent or
appropriate money satisfaction, pursuant to Section 363 of the
Bankruptcy Code.

Sprint, Cellco Partnership d/b/a Verizon Wireless, and T-Mobile
USA, Inc., assert a purchase money security interest in inventory
the Debtors purchased from the PMSI Creditors on credit and the
proceeds from the Debtors' sale of the inventory, and that the
purchase money security interest has priority over any conflicting
security interest in the PMSI Collateral.

Peter S. Partee, Sr., Esq., and Michael P. Richman, Esq., at
HUNTON & WILLIAMS LLP, in New York; and Christopher A. Ward, Esq.,
and Shanti M. Katona, Esq., at POLSINELLI PC, in Wilmington,
Delaware, represent the Committee.

Richard J. McCord, Esq., and Jaspreet S. Mayall, Esq., at
Certilman Balin Adley & Hyman, LLP, in East Meadow, New York,
represent Reliance Communications.

Brett D. Fallon, Esq. -- bfallon@morrisjames.com -- at MORRIS
JAMES LLP, in Wilmington, Delaware; and David I. Swan, Esq. --
dswan@mcguirewoods.com -- at McGUIREWOODS LLP, in Tysons Corner,
Virginia.

                     About Simplexity

Simplexity, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr.
D.Del.).  The case is before Judge Kevin Gross.  The Debtors'
counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware.
Prime Clerk LLC serves as claims and noticing agent.

Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.

The U.S. Trustee for Region 3 appointed five members to an
official committee of unsecured creditors.


SIMPLEXITY LLC: Selling Biz to Walmart; Proposes Bid Protocol
-------------------------------------------------------------
Simplexity, LLC, asks the Court to approve bidding and sale
procedures to govern the sale of its assets.

                           Sale Process

Before their shutdown, Simplexity and its affiliates were the
largest independent online activator of mobile phones in the
United States through their consumer wireless division. They also
offered a software platform to assist retailers through their
retail transaction services division.

However, Simplexity found itself with a rapidly declining cash
balance and tightening liquidity that resulted in several events
of defaults. It began exploring potential strategic alternatives,
including a sale of assets. During the first quarter of 2014,
Simplexity began to heavily market its assets.

Despite these developments, Simplexity failed to find sufficient
funding to continue operations before the marketing process could
get meaningfully under way.  On March 12, 2014, Simplexity
terminated all employees and ceased operations.

Kenneth J. Enos, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, relates that Simplexity and advisors were
contacted by several parties, mostly retail partners, which
expressed an interest in moving quickly toward the consummation of
an expedited purchase of assets. The retail partners rely heavily
on the infrastructure provided by the software platform to support
sales and activation of wireless phones. Simplexity believes that
its assets are extremely valuable to the retailers, pending
availability of replacement partners.  Once replacements are
found, asset value will greatly diminish and Simplexity will be
left with no choice but to move forward with a fire-sale
liquidation.

Accordingly, Simplexity filed for Chapter 11 bankruptcy to
implement an expedited yet orderly sale process that will maximize
value for stakeholders. Simplexity will seek the Court's authority
to retain Rutberg & Co. as their investment banker to assist in
the marketing and sale process.

Simplexity also retained 19 former employees including Chief
Executive Officer Frank Bennett III, who will receive, upon Court
approval, 5% of excess sale proceeds over $7 million or $50,000,
which amount is greater.

Simplexity, in consultation with Rutberg and advisors, determines
that an expedited sale process concluding within the 45-day
maturity of its postpetition financing provides the best prospect
for value. Mr. Enos notes that should the sale process take any
longer, they may not be able to obtain meaningful incremental
value for stakeholders.

                    Stalking Horse Agreement

In March 2014, Simplexity and Wal-Mart Stores, Inc., entered into
a stalking horse agreement. However, Simplexity will continue the
marketing process to ensure that it will get the best offers for
its assets.

Highlights of the stalking horse agreement are:

   (a) Wal-Mart will pay $10 million and assume liabilities;

   (b) Assets to be sold include equipment, intellectual
       property, physical and virtual systems, assigned
       contracts, books and records, goodwill and going concern
       value, and domain names;

   (c) Simplexity intends to conduct a public auction process
       for the assets; and

   (d) Simplexity will pay Wal-Mart a $300,000 termination fee
       plus reimbursement of costs if an alternate transaction
       is consummated with another bidder.

                        Bidding Procedures

Simplexity submits to the Court its bidding procedures, which
terms include:

   (a) Assets not subject to the stalking horse agreement are
       also available for purchase including URL's and bidding
       platform;

   (b) To participate in the bidding process, each bidder must
       execute a confidentiality agreement;

   (c) Each bid must include a good faith deposit amounting to
       10% of the bid, which will be returned if the bid is not
       successful;

   (d) Bid deadline is on April 25, 2014, at four in the
       afternoon, prevailing Eastern Time;

   (e) Send bids to:

       (1) Simplexity LLC
           10790 Parkridge Blvd. Suite 200
           Reston, Virginia 20191
           Attn: Frank Bennett III
           E-mail: fbennett@simplexity.com

       (2) Young Conaway Stargatt & Taylor LLP
           Rodney Square, 1000 North King Street
           Wilmington, Delaware 19801
           Attn: Robert S. Brady, Esq.
           Attn: Edmon L. Morton, Esq.
           Attn: Sean M. Beach, Esq.
           E-ail: rbrady@ycst.com
                  emorton@ycst.com
                  sbeach@ycst.com

       (3) Rutberg & Co.
           351 California St., Suite 1110
           San Francisco 94104
           Attn: Barry A. Newman
           E-mail: bnewman@rutbergco.com

            Notice Procedures and Assignment Procedures

Simplexity also submits for Court approval its notice procedures
and assignment procedures. To facilitate the sale, Simplexity
seeks the Court's authority to assume and assign to either
Wal-Mart or the successful bidder its assets and contracts in
accordance with the assignment procedures.


SIMPLEXITY LLC: Creditors Committee Object to DIP Loan Approval
---------------------------------------------------------------
The Official Committee of Unsecured Creditors asserts that the
proposed DIP financing facility of Simplexity LLC, et al., should
be disapproved in its entirety.

"It is unnecessary, confers no material benefit on the Debtors'
bankruptcy estates, and functions solely to protect Fifth Third
Bank -- the lender who precipitously ended the Debtors' operations
and single-handedly eliminated the vast majority of the Debtors'
going concern value by sweeping the funds earmarked to pay the
Debtors' payroll on the eve of the chapter 11 filings," says the
Committee.

The Committee also points out that since the Debtors' operations
ended, the Debtors should be able to live on cash collateral
pending the consummation of the sale of their remaining assets.

Counsel to the Committee adds that the proposed DIP financing also
contains a list of offensive provisions, including:

  -- a waiver of surcharge rights under Sec. 506(c) of the
     Bankruptcy Code; and

  -- Fifth Third Bank's demand for liens and superpriority
     administrative claims on avoidance actions and their
     proceeds.

The Creditors Committee is represented by:

          HUNTON & WILLIAMS LLP
          Peter S. Partee, Sr., Esq.
          Michael P. Richman, Esq.
          200 Park Avenue
          New York, New York 10166-0136
          Tel No: (212) 309-1000

             -- and --

          POLSINELLI PC
          Christopher A. Ward, Esq.
          Shanti M. Katona, Esq.
          222 Delaware Avenue, Suite 1101
          Wilmington, Delaware 19801
          Tel No: (302) 252-0920

                     About Simplexity

Simplexity, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr.
D.Del.).  The case is before Judge Kevin Gross.  The Debtors'
counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware.
Prime Clerk LLC serves as claims and noticing agent.

Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.

A five-member panel -- composed of Radioshack Corporation, VXI
Global Solutions, LLC, Applied Information Sciences, Inc.,
Receivable Management Services, and Kevin Williams -- has been
named as official unsecured creditors committee in the case.


SMHC LLC: Section 341(a) Meeting Scheduled for April 29
-------------------------------------------------------
A meeting of creditors in the bankruptcy case of SMHC LLC will be
held on April 29, 2014, at 2:00 p.m. at room 315 E, 211 W. Fort
St. Bldg. Detroit 341.  Creditors have until July 28, 2014, to
submit their proofs of claim.

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

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

SMHC LLC and Value Homes, LLC, filed separate Chapter 11
bankruptcy petitions (Bankr. E.D. Mich. Case Nos. 14-45579 and 14-
45581) on April 1, 2014.  The petitions were signed by Ralph
Scofield as  member.  SMHC estimated assets and debts of at least
$10 million.  Kerr, Russell and Weber, PLC, serves as the Debtors'
counsel.  Judge Marci B McIvor presides over the case.


SMOKY MOUNTAIN: Court Allows Sunrise Holdings to Foreclose
----------------------------------------------------------
The Bankruptcy Court terminated the automatic stay, pursuant to
Section 362 of the Bankruptcy Code, to allow Sunrise Holdings of
PG, LLC, to foreclose its liens encumbering all assets of debtor
Smoky Mountain Motels, Inc.

Sunrise is the assignee and successor-in-interest to Capital Bank.

In March 2012, Smoky Mountain received confirmation of its
reorganization plan, which specifically prohibits the motel chain
from filing another Chapter 11 bankruptcy for 180 days from
completing payments to Capital Bank due on September 1, 2013.

Lynn Tarpy, Esq., at Tarpy, Cox, Fleishman& Leiveille, PLLC, in
Knoxville, Tennessee, told the Court that Smoky Mountain filed its
subsequent Chapter 11 cases within the six-month period as
prohibited by the confirmed plan. Sunrise was not made aware of
the prohibited bankruptcy filing until February 28, 2014, just
minutes before the commencement of a foreclosure on the motel
chain's real and personal property.

Smoky Mountain contested Sunrise's request to lift the automatic
stay but failed to submit, as directed by the Court, a brief in
support of its contention that it is not bound by the automatic
stay waiver provisions in the confirmed plan.

Nashville, Tenn.-based Smoky Mountain Motels, Inc. -- fka Music
City Motels, Inc., and dba Smoky Shadows Motel & Conference Center
-- filed for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 14-
30557) on Feb. 26, 2014.  Bankruptcy Judge Richard Stair Jr.
oversees the case.  Steven L. Lefkovitz, Esq., at Lefkovitz &
Lefkovitz, serves as the Debtor's counsel.  Smoky Mountain Motels
disclosed total assets of $11.43 million and total liabilities of
$8.72 million.  The petition was signed by Eddie Rhines,
president.


SMOKY MOUNTAIN: Request to Use Cash Collateral Denied as Moot
-------------------------------------------------------------
Smoky Mountain Motels, Inc., sought the Bankruptcy Court's
permission to use cash collateral of Sunrise Holdings of PG, LLC,
to be able to operate on a day to day basis.

Sunrise subsequently contested the request citing, among other
things, that it requires additional adequate protection.

Smoky Mountain owes Sunrise over $8 million based on notes, a deed
of trust and security agreement, and a UCC-1 financing statement.

On March 27, 2014, the Court lifted the automatic stay, pursuant
to Section 362 of the Bankruptcy Code, to allow Sunrise to
foreclose its liens encumbering all assets of Smoky Mountain.

With that ruling, the Court deems Smoky Mountain's request to use
Sunrise's cash collateral as moot.

Nashville, Tenn.-based Smoky Mountain Motels, Inc. -- fka Music
City Motels, Inc., and dba Smoky Shadows Motel & Conference Center
-- filed for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 14-
30557) on Feb. 26, 2014.  Bankruptcy Judge Richard Stair Jr.
oversees the case.  Steven L. Lefkovitz, Esq., at Lefkovitz &
Lefkovitz, serves as the Debtor's counsel.  Smoky Mountain Motels
disclosed total assets of $11.43 million and total liabilities of
$8.72 million.  The petition was signed by Eddie Rhines,
president.


SMOKY MOUNTAIN MOTELS: Heading for Foreclosure
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Smoky Shadows Motel, Tower & Conference Center is
to be foreclosed by secured lender Sunrise Holdings of PG LLC.

According to the report, the a U.S. bankruptcy judge in Knoxville,
Tennessee, signed an order on March 27 allowing Sunrise to
complete the foreclosure.

The new case is In re Smoky Mountain Motels Inc., 14-bk-30557,
U.S. Bankruptcy Court, Eastern District Tennessee (Knoxville).

A 2011 case was In re Smoky Mountain Motels Inc., 11-bk-32571,
U.S. Bankruptcy Court, Eastern District Tennessee (Knoxville).


SOLAR POWER: Gets Default Notice From Cathay Bank
-------------------------------------------------
Solar Power, Inc., received notice from Cathay Bank stating that
the Company is in default under the Business Loan Agreement dated
Dec. 26, 2011, and as amended on Jan. 2, 2013, due to (i) the
Company failing to make payments as due pursuant to the Loan
Agreement and pursuant to the forbearance agreements entered into
between the parties, and (ii) the guarantor, LDK Solar Co., Ltd.,
the majority shareholder of the Company, filing a Winding Up
Petition in the Financial Services Division of the Grand Court of
the Cayman Islands on Feb. 24, 2014.  Based on these events of
default, Cathay Bank has accelerated the entire principal balance
due under the Loan Agreement.  The Company owes approximately
$4.25 million under the Loan Agreement, plus accrued interest and
fees.  The balance under the Loan Agreement will continue to incur
interest at 11 percent per year.  The Loan Agreement is secured
against the personal property assets of the Company.

                      Delays 2013 Form 10-K

Solar Power was unable to file its annual report on Form 10-K for
the year ended Dec. 31, 2013, within the prescribed time period
due to accounting issues related to its Italian operations and
subsequent delays in completing the required consolidation under
U.S. GAAP.  The process of compiling and disseminating the
information required to be included in the Form 10-K for the
relevant fiscal period, as well as the completion of the required
review of its financial information, could not be completed
without incurring undue hardship and expense, the Company said in
a regulatory filing with the U.S. Securities and Exchange
Commission.

                          About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

Solar Power disclosed a net loss of $25.42 million in 2012, as
compared with net income of $1.60 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $132.92 million in total
assets, $119.71 million in total liabilities and $13.20 million in
total stockholders' equity.

Crowe Horwath LLP, in San Francisco, California, 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 incurred a current year net loss of $25.4
million, has an accumulated deficit of $23.8 million, has
experienced a significant reduction in working capital, has past
due related party accounts payable and material adverse change and
default clauses in certain debt facilities under which the banks
can declare amounts immediately due and payable.  Additionally,
the Company's parent company LDK Solar Co., Ltd, has experienced
financial difficulties, which among other items, has caused delays
in project financing.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.


SORENSON COMMUNICATIONS: Has Final Approval to Use Cash Collateral
------------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware gave Sorenson Communications, Inc., et al.,
final authority to use cash collateral in which any first lien
secured party has an interest in pursuant to any prepetition loan
document.

As of the Petition Date, the Debtors were unconditionally indebted
and liable to the First Lien Secured Parties for all of the
obligations pursuant to, and in accordance with the terms of, the
First Lien Credit Agreement in an aggregate principal amount of
approximately $545 million, plus prepetition interest and fees.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the cash collateral is intended to be sufficient to carry
the Salt Lake City-based company until a confirmation hearing on
April 10 for approval of a reorganization plan approved by
creditors before the Chapter 11 filing on March 3.

The second-lien notes last traded on Feb. 21 for 87.282 cents on
the dollar, Mr. Rochelle said, citing Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.

A full-text copy of the Final Cash Collateral Order is available
at http://bankrupt.com/misc/SORENSONcashcol0326.pdf

                About Sorenson Communications

Sorenson Communications, Inc., and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code on March 3,
2014.  The lead case is In re Sorenson Communications, Inc.
Case No. 14-10454 (Bankr. D.Del.).  The case is assigned to Judge
Brendan Linehan Shannon.  The companies provide video relay
services (VRS) for people with hearing loss.

Sorenson Communications has a prepackaged plan of reorganization
that was reached with a substantial majority of its owners and
second lien note holders.

The Debtors' counsel is James H.M. Sprayregen, Esq., Patrick J.
Nash, Jr., Esq., Ross M. Kwasteniet, Esq., and Noah J. Ornstein,
Esq., at KIRKLAND & ELLIS LLP, in Chicago, Illinois; Timothy P.
Cairns, Esq., at PACHULSKI STANG ZIEHL & JONES LLP, in Wilmington,
Delaware; and Laura Davis Jones, Esq., at PACHULSKI STANG ZIEHL &
JONES LLP, in Wilmington, Delaware.  The Debtors' restructuring
consultant is Alixpartners LLC.  The Debtors' financial advisor
and investment banker is Moelis & Company LLC.  Kurtzman Carson
Consultants, LLC, serves as claims and noticing agent and
administrative advisor.

The Debtors had assets totaling $645 million and debts totaling
$1.4 billion as of Jan. 31, 2014.

The petitions were signed by Scott Sorensen, chief financial
officer.


ST. VINCENT'S: Solo Practitioner Saddled With $83,500 in Sanctions
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a lawyer practicing by herself was saddled with
$83,500 in sanctions for violating an injunction in a confirmed
Chapter 11 plan.

According to the report, Chief Bankruptcy Judge Cecelia Morris in
New York said she didn't let the lawyer, Sheryl Menkes, off the
hook based on her "unsupported contention that she is a sole
practitioner who is unable to pay."  Judge Morris imposed the
sanctions in a March 21 opinion citing the lawyer's "deliberate,
bad faith, vexatious conduct." Menkes said she is appealing the
decision.

The report related that the dispute arose after confirmation of
the liquidating Chapter 11 plan for St. Vincent's hospital in
Manhattan. Menkes filed a lawsuit on behalf of her client against
the hospital in state court, saying she intended to recover from
insurance.  Menkes's client hadn't filed a claim in bankruptcy
although given notice of the Chapter 11 proceedings, Judge Morris
said.

The hospital's creditors' liquidating trustee told Menkes the suit
violated an injunction in the confirmed plan, the report further
related.  She was also told there was no insurance.  The
hospital's trustee obtained an order from Judge Morris compelling
Menkes to withdraw the state-court suit.  Menkes appealed, sought
a stay, and filed a motion for reconsideration.

Judge Morris imposed an $83,500 sanction, consisting of attorneys'
fees the hospital's creditors' trustee expended in state and
bankruptcy court halting the lawsuit, the report said.  When
Menkes claimed she didn't have the money to pay the sanction,
Judge Morris gave her a deadline to file her tax returns and other
documents under seal showing her inability to pay.


SUNLAND INC: Peanut-Butter Plant Sale Reopened by Judge
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge in the liquidation of Sunland
Inc., a producer of peanuts and peanut butter, took the unusual
step of reopening a sale to allow a bid by a potential buyer who
didn't participate in the court-sanctioned auction.

According to the report, Sunland filed for Chapter 7 liquidation
in October after a salmonella outbreak in 2012 resulted in a
recall of all its products.

At the request of the Chapter 7 trustee for the owner of the
Portales, New Mexico, peanut-butter plant, U.S. Bankruptcy Judge
David T. Thuma in Albuquerque approved holding an auction on March
20, with a first bid of about $17.5 million, the report related.
The winning bidder was Hampton Farms LLC with a $20.05 million
offer.

On March 21, just before the hearing to approve the sale, Golden
Boy Foods Ltd. called the trustee expressing a willingness to bid
$25 million, the report further related.  Golden Boy explained how
it thought the sale had already occurred.

Judge Thuma said in an opinion on March 25 that he had the
authority to reopen the auction and that he believed Golden Boy is
a legitimate suitor because it deposited $25 million in escrow to
back up the bid.

Portales, N.M.-based Sunland, Inc., on Oct. 8, 2013, initiated
proceedings under Chapter 7 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the District of New Mexico.  The case
docket number is 13-13301-7.


SWJ MANAGEMENT: Files Schedules of Assets and Liabilities
---------------------------------------------------------
SWJ Management LLC filed its schedules of assets and liabilities
in the U.S. Bankruptcy Court for the District of Delaware,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property              $450,000,000
  B. Personal Property                  $400
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $160,688,414
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $518,785
                                ------------     ------------
        TOTAL                   $450,000,000     $161,207,200

A copy of the Debtor's amended schedules is available for free
at http://is.gd/MRh7VH

SWJ Management, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case No. 14-10460) on March 3, 2014.  The petition
was signed by Richard Annunziata as managing member.  The Debtor
estimated assets of at least $10 million and debts of at least $1
million.  Bruce J. Duke, LLC, serves as the Debtor's counsel.  The
Hon. Christopher S. Sontchi oversees the case.


TALON INTERNATIONAL: Reports $9.7 Million Net Income in 2013
------------------------------------------------------------
Talon International, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
net income of $9.73 million on $52.44 million of net sales for the
year ended Dec. 31, 2013, as compared with net income of $679,347
on $44.60 million of net sales in 2012.

As of Dec. 31, 2013, the Company had $20.52 million in total
assets, $16.09 million in total liabilities and $4.43 million in
total stockholders' equity.

For the quarter ended Dec. 31, 2013, the Company reported net
income of $7.48 million on $11.93 million of net sales as compared
with net income of $26,978 on $11.38 million of net sales for the
same period a year ago.

"We are very pleased with our performance in fiscal year 2013,"
noted Lonnie Schnell, Talon's chief executive officer.  "We saw
solid performance in 2013 from all of our product lines as we
continued to strengthen our position with core customers as well
as build upon our global brand nominations.  We ended the year
with our seventh consecutive quarterly increase in revenues and
quarterly net income results," Schnell continued.

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

                        http://is.gd/JdY2Jq

                           Files Form S-8

Talon International registered with the SEC 10,190,000 shares of
common stock issuable under the Company's Amended and Restated
Talon International, Inc. 2008 Stock Incentive Plan.  The proposed
maximum aggregate offering price is $2.3 million.  A copy of hte
Form S-8 registration statement is available for free at:

                    http://is.gd/nEzcOf

                      About Talon International

Woodland Hills, Cal.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.

                            *   *    *

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


TELKONET INC: Director Quits, New Board Members Appointed
---------------------------------------------------------
Glenn A. Garland, a member of the Board of Directors of Telkonet,
Inc., and the Chairman of the Compensation Committee of the Board
of Directors, notified the Company of his intention to resign from
the Board effective April 1, 2014.  The resignation is not due to
any disagreement with the Company, and Mr. Garland has expressed
his willingness to assist with any transitional issues during the
remainder of his tenure on the Board.

On March 24, 2014, the Board of Directors of the Company appointed
Jeffrey P. Andrews and Kellogg L. Warner to the Company's Board of
Directors effective April 1, 2014.  Mr. Andrews was also appointed
Chairman of the Company's Compensation Committee, while Mr. Warner
was appointed Chairman of the newly-formed Strategic Planning
Committee.

Mr. Andrews, 47, is currently a member of the executive leadership
team of GSF/KanPak, LLC, a leader in the aseptic processing and
packaging of beverages in the high-tech food industry.  He has
extensive experience in the clean technology space serving in
senior operational, strategic and advisory roles, including
chairing the advisory board for the Technology Innovation Program
at the National Institute of Standards and Technology.  He earned
a Bachelor of Science from Binghamton University and an MBA from
Johns Hopkins University.

Mr. Warner, 58, is currently the president of Deerpath Associates,
a business and technology consultancy.  He has over 30 years of
experience in the energy services and electric and gas utility
industry, and 15 years as chief executive of major energy
consulting and service firms.  He is currently leading a national
initiative on Conservation Voltage Reduction (CVR) as a utility
energy efficiency strategy.  Mr. Warner received a Bachelor of
Arts from Williams College and a MSCE in Resource Planning from
Stanford University.

In accordance with the Company's Non-Employee Director
Compensation Policy, Messrs.  Andrews and Warner will receive a
monthly board retainer of $3,000, and an additional monthly fee of
$1,000 in connection with their service as committee chairmen.  On
April 1, 2014, they will each receive a one-time grant of an
option to purchase one hundred thousand (100,000) shares of the
Company's common stock at a strike price equal to the closing
price of the Company's common stock on the grant date.

Prior to their appointment to the Board, there were no material
relationships between Messrs. Andrews and Warner and the Company
or any of its other directors or executive officers.

                          About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

Telkonet disclosed net income of $390,080 on $12.75 million of
total net revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $1.90 million on $11.18 million of total net
revenue during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $13.86
million in total assets, $5.68 million in total liabilities, $1.44
million in total redeemable preferred stock and $6.74 million in
total stockholders' equity.

Baker Tilly Virchow Krause, LLP, in Milwaukee, Wisconsin, issued
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has a history of operating losses
and negative cash flows from operations, and an accumulated
deficit of $117,954,116 that raise substantial doubt about the
Company's ability to continue as a going concern.


TLC HEALTH: Wants to Hire Lumsden & McCormick as Accountants
------------------------------------------------------------
TLC Health Network asks the U.S. Bankruptcy Court for the Western
District of New York for permission to employ Lumsden & McCormick,
LLP as accountants to perform audit and tax services.

The Debtor relates that Lumsden has served in this role for many
years.

Michael J. Grimaldi, CPA, a partner of Lumsden, tells the Court
that the Debtor and Lumsden have agreed that the firm will charge
and be paid a blended hourly rate of $165 for services rendered,
and that it will be reimbursed according to the firm's customary
reimbursement policies.

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

                      About TLC Health Network

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  Damon & Morey LLP is the Debtor's
Special Health Care Law and Corporate Counsel.  The Bonadio Group
is the Debtor's accountants.  Howard P. Schultz & Associates, LLC
is the Debtor's appraiser.

The case is assigned to the Hon. Carl L. Bucki.

A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee.  Bond,
Schoeneck & King, PLLC is the counsel to the Committee.  The
Committee has tapped NextPoint LLC as financial advisor.

Gleichenhaus, Marchese & Weishaar, PC is the general counsel for
Linda Scharf, the Patient Care Ombudsman of TLC Health.


TMT GROUP: Chairman May Sell Vantage Stake to Pay Off DIP Loan
--------------------------------------------------------------
Eric Martin, writing for TradeWindsNews.com, reported that U.S.
Bankruptcy Judge Marvin Isgur has approved a plan that will see
Nobu Su sell down some of his stake in Vantage Drilling to help
pay off a defaulted $20.2 million loan owed by Today Makes
Tomorrow.  The sales are aimed at meeting a series of payments to
close the so-called debtor-in-possession financing from Macquarie
Bank.  The bank provided the loan to help carry TMT through its
Chapter 11 bankruptcy but TMT was unable to repay the loan when it
came due in February.  The bank has struck a forbearance deal that
will see it paid off gradually by June.

The report said Vantage objected to the sale.  Its lawyer, William
Greendyke, Esq., at Fulbright & Jaworski, said at a hearing,
"We're terrified that there's going to be a big drop of shares on
the market that's going to affect the market price."

Mr. Su, TMT's chairman, controls a 33% stake in Vantage, making
him the Houston driller's largest shareholder.

The report also said financial services company Raymond James was
hired to sell shares in Vantage Drilling.

In a separate report, Mr. Martin said Vantage's lawyer has argued
that Judge Isgur did not have jurisdiction over the shares because
their owner, Mr. Su's F3 Capital, was not one of the TMT entities
that filed for bankruptcy.  Judge Isgur disagreed.

The report also said Vantage has filed papers asking Judge Isgur
to stay his order authorizing the shares sale pending appeal.

Vantage is involved in a separate lawsuit with Mr. Su alleging
that he fraudulently obtained his stake in the company.

The report also said lawyers for TMT have filed an objection to
Vantage's request, arguing that the shares could have been sold
even without Isgur?s recent order.  They pointed out that "Without
share sales, the DIP Lender would have the right immediately to
seize all of the debtors' cash and move to sell all of the
debtors' vessels," according to the report.

                           About TMT Group

Known in the industry as TMT Group, TMT USA Shipmanagement LLC and
its affiliates own 17 vessels.  Vessels range in size from
approximately 27,000 dead weight tons (dwt) to approximately
320,000 dwt.

TMT USA and 22 affiliates, including C. Ladybug Corporation,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-
33740) in Houston, Texas, on June 20, 2013 after lenders seized
seven vessels.

TMT filed a lawsuit in U.S. bankruptcy court aimed at forcing
creditors to release the vessels so they can return to generating
income.

TMT has tapped attorneys from Bracewell & Giuliani LLP as
bankruptcy counsel and AlixPartners as financial advisors.

On a consolidated basis, the Debtors have $1.52 billion in assets
and $1.46 billion in liabilities.


TOMSTEN INC: Baker Tilly Okayed as Tax Accountants
--------------------------------------------------
The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota authorized Tomsten, Inc., to employ the firm
of Baker Tilly Virchow Krause, LLP, as accountants to perform
additional services relating to tax advice, the preparation of tax
returns and a limited-scope audit on the Debtor's 401(k) plan.

According to an amended application, the Debtor previously engaged
Baker Tilly to perform accounting services.

John Lindell, a partner at Baker Tilly, tells the Court that the
Debtor's obligation to indemnify Baker Tilly under any of the
employment agreements will not include claims where it is finally
determined that the liability arises from the willful misconduct,
fraud, bad faith, self-dealing breach of fiduciary duty or gross
negligence of Baker Tilly.

Mr. Lindell assures the Court that Baker Tilly is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                       About Tomsten Inc.

Hennepin, Minnesota-based Tomsten, Inc., doing business as
Archiver's, filed a bare-bones Chapter 11 petition (Bankr. D.
Minn. Case No. 13-42153) in Minneapolis on April 29, 2013.  The
Debtor estimated assets of at least $10 million and liabilities of
at least $1 million as of the Chapter 11 filing.  The Debtor has
tapped and Michael L. Meyer, Esq., and the firm of Ravich Meyer
Kirkman McGrath Nauman & Tansey as counsel.  Judge Gregory F.
Kishel presides over the case.

Steven M. Rubin and the law firm of Leonard Street and Deinard
serve as the Debtor's corporate counsel.  M Squared Group, Inc.,
is the Debtor's marketing consultant while Lighthouse Management
Group, Inc., is the Debtor's financial consultant.  Baker Tilly
Virchow Krause, LLP, serve as tax accountant to the Debtor.  The
Debtor also hired Quasimodo Advertising to aid in the marketing of
the Debtor's products and services.

The Official Unsecured Creditors' Committee is represented by Jay
Jaffe, Esq., at Faegre Baker Daniels LLP.  CBIZ Accounting, Tax
and Advisory of New York, LLC, serves as the Committee's financial
advisor.


TULVING CO: Marshall Law Firm Represents 25 Creditors
-----------------------------------------------------
A City News Service article posted on WalnutCreek.Patch.com says
Walnut Creek-based attorney Chuck Marshall of Marshall Law Firm is
representing multiple debtors who are owed a collective $1.2
million from Tulving Co., a precious-metals dealer in Southern
California that declared bankruptcy and is facing a Secret Service
probe.

According to the report, Mr. Marshall said he represents 25 of
Tulving's clients, who are owed a total of $1.2 million, with a
range of $10,000 up to $250,000.  He also said that about a month
ago, Secret Service representatives contacted him for help in
tracking down attorneys who represented the company's owner,
Hannes Tulving Jr.

"Right now, though, everything's in a holding pattern as we're
waiting to see what happens with the Chapter 11 bankruptcy," Mr.
Marshall said, according to the report.

The Tulving Company Inc., in Newport Beach, filed for Chapter 11
bankruptcy (Bankr. C.D. Cal. Case No. 14-11492) on March 10, 2014.
Judge Erithe A. Smith presides over the case.  Andrew S Bisom,
Esq., at The Bisom Law Group, serves as the Debtor's counsel.  In
its petition, Tulving Co. estimated under $50,000 in assets and
$1 million to $10 million in liabilities.  The petition was signed
by Hannes Tulving. Jr., president.  A list of the Debtor's nine
largest unsecured creditors is available for free at
http://bankrupt.com/misc/cacb14-11492.pdf

Dan McCue at Courthouse News Service reported that Victor Hannan
has filed a purported class action in San Francisco federa court
alleging that Tulving scammed thousands of customers by accepting
money for pricey coins it never delivered.  Mr. Hannan claims that
in January he agreed to buy 2,000 "2014 American Eagle 1-Ounce
Silver Coins" from Tulving, at $23.25 per coin -- a total of
$46,500.  Hannan says he trusted the information on Tulving's Web
site, which said "that over the last thirty years, Tulving Company
'has bought and sold over 1.1 million individual coins,' and that
from 1999 through March 30, 2013, Tulving Company bought and sold
in excess of $2.1 billion in precious metals."


TUSCANY INT'L: Equity Panel Taps Gavin/Solmonese as Fin'l Advisor
-----------------------------------------------------------------
The Official Committee of Equity Security Holders in the Tuscany
International Holdings (U.S.A.) Ltd., et al., asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain Gavin/Solmonese LLC as its financial advisor.

Gavin/Solmonese will, among other things:

   a) review and analyze historical financial performance, and
transactions between and among the Debtors, their creditors,
affiliates and other entities;

   b) review the assumptions underlying the business plans and
cash flow projections for the assets involved in any potential
asset sale or plan of reorganization; and

   c) determining the reasonableness of the projected performance
of the Debtors, both historically and future.

Edward T. Gavin, CTP, managing director and founding partner of
the firm Gavin/Solmonese, tells the Court that his hourly rate is
$625.  The hourly rates of other personnel are:

         Wayne P. Weitz                     $525
         Stanley Mastil                     $375

From time to time, other Gavin/Solmonese professionals may be
involved in the cases as needed.  Hourly rates for the
professionals range from $250 to $650.  Reasonable non-working
travel time will be charged at one-half of the applicable hourly
rate unless actual work is performed during such travel time, in
which case the full hourly rate will be charged.

To the best of the Equity Committee's knowledge, Gavin/Solmonese
does not hold any interest adverse to the interests of the Equity
Committee or Debtors' equity security holders.

The Court will convene a hearing on May 6, 2014, at 2:00 p.m., to
consider the request.  Objections, if any, are due April 21, at
4:00 p.m.

                   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.  GMP Securities, LLC serves as investment banker.

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.


VIGGLE INC: Inks Exchange Agreements with Stockholders
------------------------------------------------------
A special committee of the board of directors of Viggle Inc.
approved, and on Jan. 8, 2014, upon the recommendation of the
special committee, the board of directors approved, a
recapitalization of the Company pursuant to which Sillerman
Investment Company LLC, an affiliate of Robert F.X. Sillerman, the
Company's Chairman and chief executive officer, and the other
holders of the Company's Series A Convertible Redeemable Preferred
Stock and Series B Convertible Preferred Stock will exchange their
shares of Series A Preferred Stock and Series B Preferred Stock
for shares of the Company's common stock, par value $.001 per
share.

As of March 24, 2014, there are 34,275 shares of Series A
Preferred Stock outstanding, each of which has a stated value of
$1,000 and accrues dividends at 7 percent per annum.  Each share
of Series A Preferred Stock will be exchanged for a number of
shares of Common Stock equal to the stated value of the share,
plus all accrued and unpaid dividends thereon, multiplied by 16.
For example, if a share of Series A Preferred Stock has $20 in
accrued and unpaid dividends, then the stated value of such share
plus accrued and unpaid dividends on the share would equal $1,020,
and the share would be exchanged for 16,320 shares of Common
Stock, which amount will be further combined into 204 shares after
giving effect to the Company's 1-for-80 reverse stock split that
was effective as of March 19, 2014.  In addition, as of March 24,
2014, there are 21,804.2 shares of Series B Preferred Stock
outstanding with a stated value of $1,000 per share.  Each share
of Series B Preferred Stock will be exchanged for one share of
Common Stock, which will then be further combined into 0.0125
shares after giving effect to the Company's 1-for-80 reverse stock
split.  Based on the amount of accrued dividends as of March 24,
2014, the shares of Series A Preferred Stock and Series B
Preferred Stock would be exchanged for a total of 7,103,298 shares
of Common Stock, after giving effect to the Company's 1-for-80
reverse stock split.

On March 18, 2014, the Company entered into Exchange Agreements
with each of the holders of Series A Preferred Stock and Series B
Preferred Stock, pursuant to which each of the holders agreed to
exchange their shares of Series A Preferred Stock and Series B
Preferred Stock.  Consummation of the Exchange is contingent upon
the completion of the closing of a public offering of equity
securities pursuant to an effective S-1 registration statement
under which the Company raises at least $20,000,000 in net cash
proceeds.

In considering the terms of the Exchange, the special committee of
the Company's board of directors was advised by independent legal
counsel and financial advisors.

A copy of the Form 8-K is available for free at:

                         http://is.gd/chJR6T

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  As of Dec. 31, 2013, the Company had $60.63 million
in total assets, $53.94 million in total liabilities, $37.71
million in series A convertible redeemable preferred stock, and a
$31.02 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


WEST MOUNTAIN SKI: Exits Bankruptcy Protection
----------------------------------------------
Larry Rulison, writing for the Times Union, reported that West
Mountain Ski Area in Queensbury has exited bankruptcy
restructuring after less than a year.  The report said Spencer
Montgomery, director of operations, says the mountain broke even
this winter. The ski area plans to revamp its snow-making
operation in the short term and add amenities such a lodging and
new ski lifts in the long term.


WHEATLAND MARKETPLACE: Has Until June 30 to File Chapter 11 Plan
----------------------------------------------------------------
The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois extended the exclusive periods of
Wheatland Marketplace LLC to:

  a) file a Chapter 11 plan until June 23, 2014; and

  b) solicit acceptances of that plan through and until Aug. 3,
     2014.

As reported in the Troubled Company Reporter on March 26, 2014,
Thomas W. Toolis, Esq., at Jahnke Sullivan & Toolis, LLC, in
Frankfort, Illinois, told the Court that the extension will allow
Wheatland to focus its energy on successfully navigating its
Chapter 11 case.

Since the commencement of its Chapter 11 case, Wheatland has
devoted substantial time and resources to the pursuit of potential
refinance of its debt, noted Mr. Toolis.

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.  The Debtor reported $10,999,006 in total assets,
and $7,052,778 in total liabilities.


WHEATLAND MARKETPLACE: Can Hire Weber & Associates as Accountant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Wheatland Marketplace LLC to employ Weber & Associates
CPA LLC as its accountant.

As reported in the Troubled Company Reporter on Feb. 21, 2014,
the Debtor told the Court that the firm is expected to prepare
its Federal and State Tax returns for a flat fee of $1,900.

The Debtor assured the Court that the firm is a "disinterested
person" within the meaning of the Bankruptcy Code.

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.  The Debtor reported $10,999,006 in total assets,
and $7,052,778 in total liabilities.


YOSHI'S SAN FRANCISCO: Has Access to CB&T Cash Until June 30
------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California signed off on a stipulation for
Yoshi's San Francisco LLC's continued use of cash collateral.

The stipulation entered between the Debtor and secured creditor
California Bank & Trust provides that the Debtor or its
representatives or agents may use cash collateral on a daily basis
for a period until June 30, 2014, for expenses necessary and
essential to keep the business open and operating, including
expenses for historically normal payroll, advertising, bank fees,
supplies, food and beverage, utilities, telephone, essential
repairs and maintenance, equipment leases, performers, and
insurance.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will pay to CB&T monthly adequate
protection payments in an amount of not less than $8,000 as
payment toward Yoshi's indebtedness to CB&T.  The monthly adequate
protection payments will be made no later than April 15, 2014, and
the 15th of each month thereafter during the stipulation period.
CB&T is also granted a replacement lien in all assets of the
Debtor's estate acquired on or after Feb. 26, 2014, the date of
entry of the order for relief.

In a previous order, CB&T consented to the Debtor's use of cash
collateral until March 26.

                     About Yoshi's San Francisco

An involuntary Chapter 11 bankruptcy petition (Bankr. N.D. Calif.
Case No. 12-49432) was filed on Nov. 28, 2012, against Yoshi's San
Francisco, aka Yoshi's San Francisco LLC, an upscale nightclub,
music venue, and Japanese restaurant located in Oakland.  The
alleged creditors are Yoshi's Japanese Restaurant, allegedly owed
$1.28 million; Apex Refrigeration Corp., owed $504; and East Bay
Restaurant Supply Inc., owed $2,707.

Judge Roger L. Efremsky oversees the case, taking over from Judge
M. Elaine Hammond.  Scott H. McNutt, Esq., and Shane J. Moses,
Esq., at McNutt Law Group, represent the Debtor as counsel.  YSF
opened its doors in December 2007.  The project was part of a
partnership involving the City and County of San Francisco and a
real estate developer, Fillmore Development Commercial, LLC.  YSF
is a California limited liability company with two members, both
of which are corporate entities.  The majority member is Yoshi's
Fillmore, LLC, of which Yoshi's Japanese Restaurant in Oakland is
the principal member and manager.  The minority member is Fillmore
Jazz Club, LLC, a group of investors managed by Michael Johnson,
who also manages the developer, FDC.

There is a provision in the YSF operating agreement that requires
unanimous agreement to take certain actions that have a permanent
effect on the company such as the filing of a voluntary Chapter 11
restructuring.  This predictably led to acrimony and gridlock, and
prevented YSF management from taking what it believed were the
those actions necessary in the face of the company's continued
financial situation.

On Oct. 29, 2012, FDC filed a lawsuit in state court seeking
appointment of a receiver to take over control of YSF.  YSF
recognized that this would be ultimately unproductive, because
it would be highly disruptive and potentially lead to loss of the
Yoshi's name, as well as the manager who has been the driving
force behind Yoshi's for 40 years.

YSF determined that the only option to allow the continued
operation of Yoshi's and protect the interests of all creditors
was for creditors of Yoshi's to file an involuntary bankruptcy
petition against YSF.

Fillmore is represented by Sara L. Chenetz, Esq., at Blank Rome
LLP.


* High Court Hears Case on Exempt Inherited IRAs
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court heard arguments in a case to
decide whether an inherited individual retirement account is
protected from creditors' claims in bankruptcy.

Justice Steven Breyer summed up the issue on March 24 by saying it
isn't an "easy case" because "common sense" didn't get him
"anywhere" near finding the answer, according to the report.

Mr. Rochelle said the high court is interpreting Section
521(b)(3)(C) of the Bankruptcy Code, which exempts assets from
claims of creditors in bankruptcy if they are "retirement funds to
the extent that those funds are in a fund or account that is
exempt from taxation" under provisions in the Internal Revenue
Code. Both sides conceded that an inherited IRA is exempt from
tax.

Federal courts of appeal are split on the issue, Mr. Rochelle
noted.  In April 2013, the U.S. Court of Appeals in Chicago, in
Clark v. Rameker, ruled that inherited IRAs aren't exempt in
bankruptcy and thus belong to creditors. In 2012, the federal
appeals court in New Orleans concluded that the "plain meaning" of
the statutes make inherited IRAs exempt.

Based on questions asked by the justices, the case seems to boil
down to whether judges can give their own interpretation to
"retirement funds" and thereby deny exempt status to retirement
accounts that aren't taxed, Mr. Rochelle said.  Although the
inherited IRA was tax-exempt in the case before the court on March
24, the Chicago appeals court didn't believe the account
represented "retirement funds" because the bankrupt could have
used the money immediately, albeit with adverse tax consequences.

Kannon K. Shanmugam, Esq. -- kshanmugam@wc.com -- from Williams &
Connolly LLP in Washington argued for the bankrupt.  Danielle
Spinelli, Esq. -- danielle.spinelli@wilmerhale.com -- of Wilmer
Cutler Pickering Hale & Dorr LLP in Washington argued for the
bankruptcy trustee.  Mr. Rochelle said both were law clerks for
justices of the Supreme Court.

The case argued was IRAs is Clark v. Rameker, 13-299, U.S. Supreme
Court, (Washington).


* Homestead Exemption Is Taken by Implication
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a Florida couple in Chapter 13 were charged with
taking the homestead exemption even though they didn't claim the
exemption, U.S. District Judge Sheri Polster Chappell in Fort
Myers, Florida, said in a March 12 opinion.

According to the report, the couple owned a home worth $104,000.
It was encumbered by a $149,600 first mortgage and a $71,900
second mortgage. They "stripped off" the second mortgage, giving
the second-lien lender an unsecured claim and otherwise removing
the mortgage from the property.

The couple didn't claim Florida's homestead exemption, the report
related.  Instead, they elected to take the so-called wildcard
exemption giving them $8,000 in exemptions on other property
because they didn't use the homestead exemption.

On objection from the Chapter 13 trustee, the bankruptcy judge
disallowed use of the wildcard exemption, the report further
related.  The couple appealed unsuccessfully to Judge Chappell.

Were the couple in Chapter 7, prior cases said they could use the
wildcard exemption, Mr. Rochelle said.  The result is different in
Chapter 13, the judge said, relying on a Florida Supreme Court
decision analyzing Florida's homestead exemption.

The case is Valone v. Waage (In re Valone), 13-cv-00171, U.S.
District Court, Middle District Florida (Fort Myers).


* Mortgage With Incorrect Metes-and-Bounds Description Is Void
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a mortgage was unenforceable in bankruptcy because
the metes and bounds description of the property was inaccurate,
although the street address was correct.

According to the report, a couple owned a home and subsequently
bought an adjacent vacant parcel. Later, they refinanced the home
mortgage with a new lender, paying off the existing mortgage.

The new mortgage listed the correct street address of the home,
while using the metes and bounds description of the vacant parcel,
the report related.

The bank sought to have the bankruptcy court reform the mortgage,
thus creating a valid lien on the home, the report further
related.  The bankruptcy judge refused and, in substance, voided
the mortgage.  The lender appealed to U.S. District Judge Timothy
S. Black in Columbus, Ohio, who sided with the bankruptcy court.

Relying on a prior Ohio case, Judge Black cited the bankruptcy
trustee's status as a hypothetical bona-fide purchaser of the home
without notice of the mortgage under Section 544(a)(3) of the
Bankruptcy Code, the report said.

The case is Bank of New York v. Shelley, 13-136, U.S. District
Court, Southern District of Ohio (Columbus).


* Christopher Henry Joins Lowenstein Sandler as Partner
-------------------------------------------------------
Lowenstein Sandler LLP continues to strengthen its rapidly-growing
private equity and mergers and acquisitions practices with the
addition of Christopher Henry as a partner.  Mr. Henry, 41, joins
Lowenstein Sandler's New York office from Ropes & Gray LLP, where
he had been a partner since 2006.

Close on the heels of Michael Brosse, 43, who joined the firm from
Kirkland & Ellis in January, Mr. Henry is the second lateral
partner from a top 25 law firm to join Lowenstein Sandler's M&A
and private equity group in 2014.

"Our strategy is to broaden and deepen the services that our
transaction, litigation and bankruptcy practices provide to our
clients, and we've seen tremendous demand for M&A counsel,
especially from private equity firms," said Gary M. Wingens,
Lowenstein Sandler's chairman and managing partner.  "Chris is an
exceptional lawyer.  He puts clients first and shares our
commitment to our colleagues and communities.  He's a great fit
for our very busy M&A practice and his extensive private equity
experience will surely be an asset for our many sophisticated fund
management clients."

The firm enjoyed strong overall revenue growth in 2013 thanks
largely to a 19% increase in revenue from transactional work.  The
M&A and private equity practice groups continue to see the
terrific growth of the prior year, representing financial
sponsors, funds and public and private companies, particularly in
middle market transactions.

Mr. Henry's practice focuses on representing public companies,
private equity sponsors and their portfolio companies, and
privately-owned businesses in mergers and acquisitions, leveraged
buyouts, growth investments, dispositions, joint ventures and
equity and debt financings.

"Lowenstein Sandler is competing against the biggest firms to
advise on significant deals," said Mr. Henry.  "There is an
impressive game plan to grow the firm and it is executing
perfectly.  Its platform for middle-market M&A work is
exceptionally strong.  I'm excited to contribute to a growing
practice at such a dynamic firm."

Mr. Henry earned his J.D. magna cum laude from Harvard Law School,
and his B.A. magna cum laude from Brown University.

                   About Lowenstein Sandler LLP

Lowenstein Sandler is a national provider of transactional,
litigation, and bankruptcy and creditors' rights legal services to
many of the country's top companies and funds.  The firm has close
to 300 lawyers in its New York, New Jersey and California.


* Lowenstein Sandler Named Commercial Litigation Dep't of the Year
------------------------------------------------------------------
New Jersey Law Journal's second annual Litigation Departments of
the Year competition selected Lowenstein Sandler LLP as the winner
in the Commercial Litigation category.  A profile of Lowenstein's
Commercial Litigation practice appears in the April 7 special
supplement of the Law Journal.  The competition is open to any
firm with a New Jersey presence and considers cases lead by New
Jersey attorneys in all jurisdictions.

"Our nationally recognized litigators are at their best with
complex issues and high stakes, blending exceptional analytical
and mediation skills with client advocacy and courtroom savvy,"
said Gary M. Wingens, Lowenstein Sandler Chairman and Managing
Partner.  "We are delighted and proud to be recognized by New
Jersey Law Journal," said Michael B. Himmel, Chair of the
Litigation Department.  "Our clients recognize our world-class
litigation capabilities and our exceptional focus on their
business needs.  We are grateful to our clients for the trust they
place in us and for selecting us to represent them in their most
sensitive and critical business situations."

Lowenstein's Commercial & Business Litigation practice group has
handled nearly every type of commercial dispute, from partnership
rights to real estate matters to D&O liability, across a range of
industries that includes leading pharmaceutical and life sciences
companies, telecommunications companies, major manufacturers, as
well as the world's leading private equity and hedge fund
investment managers.

                   About Lowenstein Sandler LLP

Lowenstein Sandler is a national provider of transactional,
litigation, and bankruptcy and creditors' rights legal services to
many of the country's top companies and funds.  The firm has close
to 300 lawyers in its New York, New Jersey and California.



                             *********

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
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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
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                  *** End of Transmission ***