TCR_Public/140414.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, April 14, 2014, Vol. 18, No. 103

                            Headlines

148 WEST 142 STREET: Files for Chapter 11 in White Plains
148 WEST 142 STREET: Case Summary & 6 Unsecured Creditors
38 STUDIOS: Rhode Island Default on Firm's Debt a Real Threat
AC INTERNATIONAL: Case Summary & 8 Unsecured Creditors
ADVANCED MICRO DEVICES: BlackRock Stake at 4.8% as of March 31

AFFILIATED FOODS: Payment to Momar Not Avoidable, 8th Cir. Says
AS SEEN ON TV: Closes Merger with Infusion Brands
ASHLEY STEWART: Can Employ Cole Schotz as NJ & Bankr. Co-Counsel
ASHLEY STEWART: Court Amends Order on PWC Hiring
ATECO INC: Court Rejects Hebb Unsecured Claim

ATHLON HOLDING: Moody's Raises Corporate Family Rating to 'B2'
BRUSH CREEK: Case Summary & 16 Largest Unsecured Creditors
CAESARS ENTERTAINMENT: Bank Debt Trades at 8% Off
CAMELOT PROPERTIES: Voluntary Chapter 11 Case Summary
CARMIKE CINEMAS: Moody's Ups Rating on $210MM 2nd Lien Bond to B1

CED SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
CENGAGE LEARNING: Plan Declared Effective on March 31
CENGAGE LEARNING: Hayman Capital Acquires Bank Claim
CHESAPEAKE ENERGY: Moody's Rates $3BB Proposed Senior Notes 'Ba3'
COLDWATER CREEK: Files for Chapter 11 to Liquidate

COLDWATER CREEK: Files Plan of Liquidation
COLDWATER CREEK: Proposes $75-Mil. DIP Financing From Wells Fargo
COLDWATER CREEK: Case Summary & 30 Largest Unsecured Creditors
CORNERSTONE HOMES: Trustee Gets Court Approval to Sell Vehicles
CORNERSTONE HOMES: Seeks Court Approval to Sell New York Property

CUI GLOBAL: Two Directors Elected at Special Meeting
DECISIONPOINT SYSTEMS: BDO USA Has Going Concern Doubt
DETROIT, MI: Will Sell New Sewer Bonds in the Midst of Bankruptcy
DETROIT, MI: Wins Judge's Nod for Contract Settlement
DEWEY & LEBOEUF: Judge Allows Discovery to Proceed in Bankruptcy

DIAMOND RESORTS: Moody's Hikes Corporate Family Rating to 'B2'
DIGERATI TECHNOLOGIES: Sale-Based Chapter 11 Plan Confirmed
DYNAVOX INC: Section 341(a) Meeting Scheduled for May 5
EFUSION SERVICES: Dismissal Stayed Pending Dispute Resolution
EMPIRE DIE: Court Okays Name Change to "E.D.C. Liquidating"

EMPIRE DIE: Taps Bruner-Cox to Prepare Federal Income Tax Return
ENERGY FUTURE: Debt Prices Rise on Bankruptcy Negotiations
EXIDE TECHNOLOGIES: Regulator Won't Extend Compliance Deadline
FAIRMONT GENERAL: Board of Directors Approve Alecto Bid
FINJAN HOLDINGS: Three New Directors Appointed

FIRST CONNECTICUT: Gets Approval to Settle Dispute with Proskauer
FIRST CONNECTICUT: SWJ Files Suit, Seeks Appointment of Trustee
FIRST MARINER: Court to Approve Winning Bidder Today
FIRST PHYSICIANS: SMP Investments Stake at 48.3% as of Feb. 3
FLORIDA GAMING: $155MM Sale to ABC Funding Approved

FORTY ACRE: Insurer Has Duty to Defend Principals, Court Says
FREDO'S MANAGEMENT: Case Summary & 16 Largest Unsecured Creditors
FURNITURE BRANDS: Hilco Selling 17 Properties; Bids Due June 24
FURNITURE BRANDS: Onin Drops Objection to Rejection of Contract
GAINEY CORP: 6th Cir. Affirms Ruling in GECC Guaranty Suit

GEB DEVELOPMENT: Case Summary & Largest Unsecured Creditors
GENCO SHIPPING: Posts $157MM Net Loss for 2013
GENCO SHIPPING: Restructuring Professionals Working on Case
GENCO SHIPPING: Signatories to Restructuring Support Agreement
GENCO SHIPPING: Incurred $900MM Debt for Release of Vessel

GENERAL MOTORS: CEO Informed of U.S. Probe in 2011
GEORGIA HYDRAULIC: Case Summary & Largest Unsecured Creditors
GRAND SEAS RESORT: Case Summary & 20 Largest Unsecured Creditors
GREEN AUTOMOTIVE: Anton & Chia Raises Going Concern Doubt
GYMBOREE CORP: Bank Debt Trades at 13% Off

HALLWOOD GROUP: Files Amended 13E-3 Transaction Statement
HAYDEL PROPERTIES: BancorpSouth Seeks to Foreclose
HDOS ENTERPRISES: Hearing on Critical Vendors Motion Continued
HDOS ENTERPRISES: FTI Okayed as Panel's Financial Advisors
HEDWIN CORPORATION: Arranges $6.5-Mil. DIP Financing From BofA

HEDWIN CORPORATION: Proposes Shared Mgt. Resources as CRO
HOFFMAN VACATION: Motion Filed 2 Mins. Before Closing Time Tossed
HOUSTON REGIONAL: Sports Channel Asks to Rerun Ads
IMS HEALTH: Moody's Hikes Corp. Family Rating to 'B1'
INDU CRAFT: Untimely But Unobjected-To Appeal Can Proceed

INTERLEUKIN GENETICS: Joseph Landstra Joins Board of Directors
JAMES RIVER: Chapter 11 Filing Constitutes "Event of Default"
K-V PHARMACEUTICAL: Cancels Registration of Securities
LBC DESIGN: Case Summary & 20 Largest Unsecured Creditors
LINDSAY GENERAL: State Bank Balks at Adequacy of Plan Outline

MACH GEN: Files Amended Joint Prepackaged Plan
MACH GEN: Hires Milbank Tweed as Attorneys
MARTIFER SOLAR: Lender Files Adversary Case on Loan Obligations
MASON COPPELL: Files Schedules of Assets and Liabilities
MASON COPPELL: Georgetown RealCo Files Schedules

MASON COPPELL: Sec. 341 Creditors' Meeting on April 21
MCCLATCHY CO: To Sell Anchorage Daily News to Alaska Dispatch
MEDITERRANEAN HEATING: Case Summary & 20 Top Unsecured Creditors
MEDL MOBILE: KBL LLP Expresses Going Concern Doubt
MOMENTIVE PERFORMANCE: Files for Ch. 11 with Plan Deal

MULESKINNERS INC: Case Summary & 11 Unsecured Creditors
MUSCLEPHARM CORP: Incurs $17.7 Million Net Loss in 2013
N.W. HOLDING: Case Summary & Largest Unsecured Creditors
N-VIRO INTERNATIONAL: Michael Burton-Prateley Appointed to Board
NII HOLDINGS: BlackRock Stake at 13.9% as of March 31

NNN 3500 MAPLE 26: Court Rejects Plans, Allows Foreclosure
NOBLE LOGISTICS: Court Okays Sale Protocol; Auction on May 5
NOBLE LOGISTICS: Wants Key Employee Incentive Plan Approved
NOBLE LOGISTICS: Prime Clerk Okayed as Administrative Advisor
NOBLE LOGISTICS: Files Schedules of Assets and Liabilities

NOBLE LOGISTICS: GulfStar Group Approved as Investment Banker
NTD ARCHITECTS: Voluntary Chapter 11 Case Summary
ODES HO KIM: 5th Cir. Keeps Ruling on Homestead Exemption Dispute
OHANA GROUP: Bush Strout Wants Representation Terminated
OMNICOMM SYSTEMS: Incurs $3.4 Million Net Loss in 2013

OMSHIV INVESTMENTS: Case Summary & 10 Unsecured Creditors
OVERSEAS SHIPHOLDING: Net Loss Widens to $638MM for 2013
PACIFIC THOMAS: Hearing on $6.5MM Loan Continued Until April 24
PACIFIC THOMAS: Bank of America Seeks to Foreclose
PALM DRIVE: Files List of 20 Largest Unsecured Creditors

PENINSULA RESORT: Case Summary & 20 Largest Unsecured Creditors
PIER 1 IMPORTS: Moody's Rates $200MM Sr. Secured Term Loan 'B1'
PINAFORE HOLDINGS: Moody's Places Ba3 CFR on Review for Downgrade
PLC SYSTEMS: Posts $3.5 Million Net Income in 2013
PLYMOUTH OIL: Hires Brock Auction as Auctioneer

PRIME TIME: Sec. 341 Creditors Meeting Scheduled for Tuesday
QUIZNOS: Combined Plan, Disclosure Hearing Moved to May 12
QUIZNOS: Hiring of Professionals, First Day Motions Approved
QUIZNOS: May 12 Set as General Claims Bar Date
QUIZNOS: Milbank, Morris Nichols File Rule 2019 Statement

RAMS ASSOCIATES: Management Deal With Athletic Community Okayed
RESIDENTIAL CAPITAL: Court Expunges Allison Randle Claims
SANUWAVE HEALTH: Incurs $11.3 Million Net Loss in 2013
SB PARTNERS: Delays Form 10-K for 2013
SEARS HOLDINGS: Obtains $500 Million From Shares Distribution

SIRIUS XM: Moody's Affirms 'Ba3' Corporate Family Rating
SONIA & BROTHERS: Case Summary & 20 Largest Unsecured Creditors
SORENSON COMMS: Hires Wiltshire & Grannis as Special Counsel
SPANISH BROADCASTING: A. Tomasello Holds 9.5% of Class A Shares
SRKO FAMILY: Objections to Plan Support Agreement Filed

SRKO FAMILY: Reiger Withdraws Objection to Settlement Deal
STERLING BLUFF: April 29 Hearing on $250,000 SBI Financing
STEWARD HEALTH: Moody's Affirms 'B3' CFR; Outlook Stable
SUNTECH POWER: Has Cooperation Agreement With Wuxi Suntech
TAILORED HOMES: Case Summary & 5 Unsecured Creditors

THERAPEUTICSMD INC: Releases Copy of Presentation Materials
TORESON INDUSTRIES: Case Summary & 6 Unsecured Creditors
TOUCHPOINT METRICS: Reports $715K Net Loss in 2013
TOYS R US: Bank Debt Trades at 10% Off
TROPICANA ENTERTAINMENT: Moody's Hikes Corp. Family Rating to B1

TWCC HOLDING: Business Agreement No Impact on Moody's 'B1' CFR
UPPER VALLEY: April 15 Hearing on Motion to Convert Case
UPPER VALLEY: April 15 Hearing on Adequacy of Plan Outline
VERITEQ CORP: New Code of Ethics for Senior Officers Approved
VIASYSTEMS INC: Moody's Rates $50MM Secured Add-on Notes 'B1'

W.R. GRACE: Has $7.7MM Settlement With City of Tucson
WATERSCAPE RESORT: Court Directs Payment of Pavarini Claim

* Z Capital Closing Fund at $750 Million Distressed Fund
* Thought Secure, Pooled Pensions Teeter and Fall

* BOND PRICING: For the Week From April 7 to 11, 2014


                             *********


148 WEST 142 STREET: Files for Chapter 11 in White Plains
---------------------------------------------------------
148 West 142 Street Corp. filed a bare-bones Chapter 11 bankruptcy
petition (Bankr. S.D.N.Y. Case No. 14-22484) on April 10, 2014, in
White Plains, New York.

The Mount Kisco, New York-based company estimated $10 million to
$50 million in assets and liabilities.  The company is a Single
Asset Real Estate as defined in 11 U.S.C. Sec. (51B).

Allen J. Morton Jr. and Patsy J. Morton each owns 50% of the
stock.

The Debtor has tapped Alter & Brescia, LLP, in Harrison, New York,
as attorney.

According to the docket, the Debtor's schedule of assets and
liabilities and statement of financial affairs are due April 24.
The Debtor is required to submit a Chapter 11 plan and disclosure
statement by Aug. 8, 2014.


148 WEST 142 STREET: Case Summary & 6 Unsecured Creditors
---------------------------------------------------------
Debtor: 148 West 142 Street Corp.
        692 Croton Lake Rd.
        Mount Kisco, NY 10549

Case No.: 14-22484

Chapter 11 Petition Date: April 10, 2014

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

Judge: Hon. Robert D. Drain

Debtor's Counsel: Bruce R. Alter, Esq.
                  ALTER & BRESCIA, LLP
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel: (914) 670-0030
                  Fax: (914) 670-0031
                  E-mail: altergold@aol.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Patsy J. Morton, secretary/treasurer.

List of Debtor's six Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
SBC 2010-1, LLC                                      $7,711,019
53 Forest Avenue
Old Greenwich, CT 06870

Castle Oil                                           $36,687

Howard Hinman & Katell Attys                         $3,862

Law Office of Stuart I. Jacobs                       $4,469

RUI Credit Services                                  $540

RUI Credit Services                                  $260


38 STUDIOS: Rhode Island Default on Firm's Debt a Real Threat
-------------------------------------------------------------
Lisa Allen, writing for The Deal, reported that suggestions that
impropriety may have played a role in the State of Rhode Island's
obligation to repay debt issued to fund Boston Red Sox pitcher
Curt Schilling's failed video game developer 38 Studios LLC has
some municipal bond experts speculating that a default may be in
the works.

According to the report, the presence of many sealed documents
involving the move of 38 Studios to Rhode Island and the funding
that the state provided for the company has public officials and
others wondering if any impropriety occurred.

"Amazing as it is, the state really might not pay [on the 38
Studios bonds]," the report cited Matt Fabian, a managing director
at muni credit research firm Municipal Market Advisors, as saying.
"To the extent that 38 Studios can be viewed as tinged by
corruption, then defaults become more politically palatable."

The 38 Studios bonds have three maturities: $23.69 million in 6%
bonds due Nov. 1, 2015; $8.96 million in 6.75% bonds due Nov. 1,
2016; and $42.46 million in 7.75% bonds due Nov. 1, 2020, the
report said.  The majority of those bonds are owned by insurer
USAA, according to data from Bloomberg Finance.

If Rhode Island were to default on its 38 Studios debt, it would
be the first state to do so since the Great Depression, the report
added.  Louisiana and Arkansas both defaulted on debt in 1933, the
former curing the default within a matter of months, and the
latter repaying bondholders years later.

38 Studios LLC, a video-game developer founded by former Boston
Red Sox pitcher Curt Schilling, filed for liquidation on June 8,
2012, without attempting to reorganize.  Although based in
Providence, Rhode Island, the company filed the Chapter 7 petition
in Delaware (Case No. 12-11743).


AC INTERNATIONAL: Case Summary & 8 Unsecured Creditors
------------------------------------------------------
Debtor: AC International Corporation
           dba Digiweigh
        15830 El Prado Road, Unit B
        Chino, CA 91708

Case No.: 14-14692

Chapter 11 Petition Date: April 10, 2014

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

Judge: Hon. Deborah J. Saltzman

Debtor's Counsel: Derik J Roy, III, Esq.
                  ROYLAW, APLC
                  17111 Beach Blvd Ste 204
                  Huntington Beach, CA 92647
                  Tel: 714-841-1111
                  Fax: 714-841-1112
                  E-mail: droy@roy-law.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kerry Huang, president.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb14-14692.pdf


ADVANCED MICRO DEVICES: BlackRock Stake at 4.8% as of March 31
--------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that as of
March 31, 2014, it beneficially owned 36,718,787 shares of common
stock of Advanced Micro Devices Inc. representing 4.8 percent of
the shares outstanding.  BlackRock previously reported beneficial
ownership of 37,084,953 shares at Dec. 31, 2013.  A copy of the
regulatory filing is available at http://is.gd/VSDpfJ

                    About Advanced Micro Devices

Sunnyvale, California-based Advanced Micro Devices, Inc., is a
global semiconductor company. The Company's products include x86
microprocessors and graphics.

Advanced Micro incurred a net loss of $83 million on $5.29 billion
of net revenue for the year ended Dec. 28, 2013, as compared with
a net loss of $1.18 billion on $5.42 billion of net revenue for
the year ended Dec. 29, 2012.

The Company's balance sheet at Dec. 28, 2013, showed $4.33 billion
in total assets, $3.79 billion in total liabilities and $544
million in total stockholders' equity.

                          *     *     *

In August 2013, Standard & Poor's Ratings Services revised its
outlook on Advanced Micro to negative from stable.  At the same
time, S&P affirmed its 'B' corporate credit and senior unsecured
debt ratings on AMD.

As reported by the TCR on Feb. 4, 2014, Fitch Ratings has affirmed
the 'CCC' long-term Issuer Default Rating (IDR) for Advanced Micro
Devices Inc.  The rating reflects Fitch's expectations for
negative near-term free cash flow (FCF) and limited top-line
visibility, despite solid product momentum heading into 2014.

In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service
lowered Advanced Micro Devices' corporate family rating to B2 from
B1.  The downgrade of the corporate family rating to B2 reflects
AMD's prospects for weaker operating performance and liquidity
profile over the next year as the company commences on a multi-
quarter strategic reorientation of its business in the face of a
challenging macro environment and a weak PC market.


AFFILIATED FOODS: Payment to Momar Not Avoidable, 8th Cir. Says
---------------------------------------------------------------
The U.S. Court of Appeals for the Eighth Circuit affirmed a
district court ruling in favor of Momar Inc., in an avoidance suit
filed against it by Richard Cox, the Chapter 7 bankruptcy trustee
for Affiliated Foods Southwest Inc.

The Trustee seeks to recover as avoidable preferences two payments
that Momar received from the debtor during the 90 days prior to
Affiliated Foods filing a voluntary Chapter 11 petition (later
converted to a Chapter 7 proceeding).  At that time, Affiliated
Foods was a wholesale food cooperative.  Momar was a supplier of
cleaning and sanitation products.  Momar conceded that the
payments were preferential transfers as defined in 11 U.S.C. Sec.
547(b) and asserted affirmative defenses to preference liability,
including the exception for transfers made in the ordinary course
of business in 11 U.S.C. Sec. 547(c)(2). Momar demanded a jury
trial and refused to consent to trial by jury in the bankruptcy
court.

Acknowledging Momar's right to a jury trial, the bankruptcy court
referred the case to the District Court for the Eastern District
of Arkansas.  In the district court, the Trustee conceded that one
of the two transfers was not an avoidable preference.  The parties
filed cross-motions for summary judgment on Momar's claim that the
second transfer -- a payment of $31,470.50 made on April 26, 2009,
to satisfy a Momar invoice dated March 31, 2009 -- fell within the
ordinary course of business exception in Sec. 547(c)(2).  The
Trustee appeals the district court's grant of summary judgment
excepting that second transfer.

According to the Eighth Circuit, "with a historical average of 35
days between invoice and payment and a range of 13 to 49 days, we
cannot conclude that the district court clearly erred in finding
that the preferential transfer at issue, a payment made to a
regular supplier 26 days after the supplier's invoice, was made
'in the ordinary course of business' between debtor Affiliated
Foods and transferee Momar."

The appellate case is, Richard L. Cox, Trustee, Appellant, v.
Momar Incorporated, Appellees, No. 13-1721 (8th Cir.).  A copy of
the Eighth Circuit's April 10, 2014 decision is available at
http://is.gd/Jbp0BZfrom Leagle.com.

                 About Affiliated Foods Southwest

Little Rock, Arkansas-based Affiliated Foods Southwest, Inc., and
its affiliates, including Shur-Valu Stamps, Inc., filed for
Chapter 11 bankruptcy (Bankr. E.D. Ark. Case No. 09-13178) on
May 5, 2009.  W. Michael Reif, Esq., at Dover Dixon Horne,
represented the Debtors in their restructuring efforts.  The
Debtors estimated assets between $10 million and $50 million and
debts between $100 million and $500 million.

Rather than proceed with a disclosure statement and plan of
reorganization, both Affiliated Foods and ShurValu engaged in
an orderly liquidation followed by conversion to Chapter 7 on
August 13, 2009.  M. Randy Rice became the Chapter 7 trustee in
the ShurValu matter.  Mr. Rice, as the trustee in the ShurValu
case, later chose to put the wholly owned subsidiary --
Supermarket Investors, Inc. -- into a separate Chapter 7 on
October 13, 2009.  The court thereafter appointed Mr. Rice as the
trustee in the SII proceeding.

Richard Cox was named the Chapter 7 bankruptcy trustee for
Affiliated Foods Southwest Inc.


AS SEEN ON TV: Closes Merger with Infusion Brands
-------------------------------------------------
As Seen On TV, Inc., entered into an agreement and plan of merger
with Infusion Brands International, Inc., Infusion Brands, Inc.,
a wholly owned subsidiary of IBI, and ASTV Merger Sub, Inc., a
wholly owned subsidiary of the Company ("Merger Sub") on April 2,
2014.  All of the closing conditions included in the Merger
Agreement were satisfied on April 2, 2014, and the Merger closed
on April 2, 2014.  Also on April 2, 2014, in accordance with the
Merger Agreement and upon the filing of Articles of Merger
pursuant to the requirements of the Nevada Revised Statutes,
Merger Sub merged with and into Infusion, with Infusion continuing
as the surviving corporation and becoming a direct wholly owned
subsidiary of the Company.

Pursuant to the terms of the Merger Agreement, at the Effective
Time, the Company issued to Infusion Brands 452,960,490 shares of
its common stock in exchange for all of the outstanding shares of
Infusion common stock in consideration of the Merger.  As a
result, Infusion Brands became the majority shareholder of the
Company, owning approximately 85.2 percent of the Company's
outstanding common stock as of the date of the Merger and 75
percent of Company's outstanding common stock on a fully diluted
basis.  Pursuant to the terms of the Merger Agreement, the Company
also agreed to increase the size of its board of directors from
five to seven, to cause three of its existing directors to resign
and to appoint five new persons, designated by Infusion Brands, to
the Company board of directors.

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

                        http://is.gd/9xmJ5e

In connection with the closing of the Merger, Kevin Harrington,
Randolph Pohlman and Ronald C. Pruett, Jr., resigned from the
Company's board of directors and Robert DeCecco, Shadron Stastney,
Dennis Healey, Mary Mather and Allen Clary were appointed to the
Company's board of directors.  Following these actions, the
Company's board of directors is now comprised of Kevin A.
Richardson, II, Greg Adams, Mr. DeCecco, Mr. Stastney, Mr. Healey,
Ms. Mather and Mr. Clary.  Prior to his resignation, Mr. Pohlman
was a member of the Company's Audit Committee, Compensation
Committee, and Governance and Nominating Committee.

Mr. Stastney is a member in and chief operating officer of Vicis
Capital, LLC, the investment advisor to Vicis Capital Master Fund.

Additional information is available for free at:

                         http://is.gd/2IveFV

                       Note Purchase Agreement

Pursuant to a Senior Note Purchase Agreement dated as of April 3,
2014, by and among the Company, Infusion, eDiets.com, Inc., Tru
Hair, Inc., TV Goods Holding Corporation, Ronco Funding LLC, and
MIG7 Infusion, LLC, the Credit Parties sold to MIG7 a senior
secured note having a principal amount of up to $10,000,000
bearing interest at 14 percent and having a maturity date of
April 3, 2015.  The Note is subject to automatic extension for an
additional 180-day period in the event that the Credit Parties
have requested that extension in writing at least 60 days prior to
the original maturity date, no event of default under the Note
Purchase Agreement is then in existence, and the Company's
consolidated revenues, as determined in accordance with generally
accepted accounting principles, and EBITDA for the 12 months
immediately preceding the request equal or exceed $39,000,000 and
$6,000,000, respectively.  During that extension the Note would
bear interest at a rate of 15.5 percent.  Funding of the amounts
borrowed under the Note will be made in two tranches, with the
first funding of $7,400,000 occurring on April 3, 2014, and the
second funding, which will result in funding of an aggregate gross
amount of at least $8,000,000 and no more than $10,000,000 under
the Note Purchase Agreement, occurring on or before May 1, 2014.

Under the Note Purchase Agreement, MIG7 is entitled to two board
observer seats on each Credit Party's board of directors, and,
upon the written request of MIG7, to the nomination of two
individuals selected by MIG7 for election to the board of
directors of each Credit Party as full voting members of those
boards.

Upon the funding of at least $8,000,000 in the aggregate under the
Note Purchase Agreement, the Company has agreed to deliver a
warrant to purchase five percent of the common stock of the
Company on a fully diluted basis to MIG7 Warrant, LLC, an
affiliate of MIG7, at any time on or before the maturity date of
the Note at an exercise price of $0.001 per share.

                        About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.

As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into
an Agreement and Plan of Merger with eDiets Acquisition Company
("Merger Sub"), eDiets.com, Inc., and certain other individuals.
Pursuant to the Merger Agreement, Merger Sub will merge with and
into eDiets.com, and eDiets.com will continue as the surviving
corporation and a wholly-owned subsidiary of the Company.

As Seen On TV disclosed net income of $3.69 million on $10.10
million of revenues for the year ended March 31, 2013, as compared
with a net loss of $8.07 million on $8.16 million of revenues
during the prior year.

EisnerAmper LLP, in Edison, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2013.  The independent auditors noted that
the Company's recurring losses from operations and negative cash
flows from operations raise substantial doubt about its ability to
continue as a going concern.

The Company's balance sheet at Dec. 31, 2013, showed $6.51 million
in total assets, $4.22 million in total liabilities and $2.29
million in total shareholders' equity.

                          Bankruptcy Warning

"We have undertaken, and will continue to implement, various
measures to address our financial condition, including:

   * Significantly curtailing costs and consolidating operations,
     where feasible.

   * Seeking debt, equity and other forms of financing, including
     funding through strategic partnerships.

   * Reducing operations to conserve cash.

   * Deferring certain marketing activities.

   * Investigating and pursuing transactions with third parties,
     including strategic transactions and relationships.

There can be no assurance that we will be able to secure the
additional funding we need.  If our efforts to do so are
unsuccessful, we will be required to further reduce or eliminate
our operations and/or seek relief through a filing under the U.S.
Bankruptcy Code.  These factors, among others, raise substantial
doubt about our ability to continue as a going concern," the
Company said in the Quarterly report.


ASHLEY STEWART: Can Employ Cole Schotz as NJ & Bankr. Co-Counsel
----------------------------------------------------------------
Ashley Stewart Holdings, Inc., et al., sought and obtained
permission from the U.S. Bankruptcy Court for the District of New
Jersey to employ Cole, Schotz, Meisel, Forman & Leonard, P.A., as
New Jersey and bankruptcy co-counsel.

Cole Schotz will perform legal services for the Debtors,
including, but not limited to:

   a) review all motions and pleadings for local compliance and,
      to the extent requested by the Debtors or their primary
      bankruptcy counsel, Curtis, Mallet-Prevost, Colt & Mosle
      LLP, provide substantive input and advice;

   b) file all motions and pleadings with the Court; and

   c) coordinate with Chambers, the Court clerk, and the U.S.
      Trustee on scheduling hearings and status conferences and
      any other matters.

Michael D. Sirota, Esq., a shareholder of Cole Schotz, assures the
Court that Cole Schotz is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

According to Mr. Sirota, the Debtors on Feb. 24, 2014, provided to
Cole Schotz a retainer in the amount of $50,000.  On March 4, Cole
Schotz applied $4,335 of the original retainer against an invoice
for contemporaneous services rendered and charges incurred through
Feb. 28.  Additionally, it is the Debtors' understanding that on
March 7, Cole Schotz applied the sum of $24,286 of the original
retainer for estimated fees and costs until March 7, the final
prepetition business day, for which an invoice had not yet been
issued by Cole Schotz.  It is the Debtors' further understanding
that on March 11 all fees and substantially all out-of-pocket
disbursements until March 10 were finally posted within Cole
Schotz's computerized billing system.  On that day, Cole Schotz
issued a bill to the Debtors in the amount of $18,216.

As a result of these payments, Cole Schotz does not hold any claim
against the Debtors or their estates for prepetition services
rendered and, as of the Filing Date, had a $27,448 retainer for
legal services to be rendered and costs to be incurred for and on
behalf of the Debtors after the Filing Date.

                      About Ashley Stewart

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

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

Ashley Stewart has obtained authority to conduct store closing
sales at 27 locations around the United States in accordance with
a consulting agreement with Gordon Brothers Retail Partners, LLC.


ASHLEY STEWART: Court Amends Order on PWC Hiring
------------------------------------------------
The U.S. Bankruptcy Court issued an amended order authorizing the
employment of PricewaterhouseCoopers LLP as financial advisor and
investment banker to Ashley Stewart Holdings Inc.

Perry M. Mandarino attests that PwC is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

Pursuant to the Court order, PwC will be compensated in accordance
with the procedures set forth in sections 330 and 331 of the
Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any
other such procedures as may be fixed by Court order.  However,
PwC will not be required to maintain time records in one-tenth of
an hour increments; rather, PwC willl maintain detailed time
records in half-hour increments.  PwC's fees and expenses shall be
subject to review pursuant to the standards set forth in section
328 of the Bankruptcy Code, except as to the Office of the United
States Trustee and the Official Committee of Unsecured Creditors
the standard of review of all of PwC's fees and expenses shall be
that set forth in section 330 of the Bankruptcy Code.

The Debtors will indemnify PwC and hold it harmless from and
against all third party claims, losses, liabilities and damages
arising from or relating to the Services or Deliverables (as those
terms are defined in the Engagement Agreement), except to the
extent finally judicially determined by a court of competent
jurisdiction to have resulted from PwC's gross negligence or
intentional misconduct relating to the Services and/or
Deliverables.

                      About Ashley Stewart

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

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

Ashley Stewart has obtained authority to conduct store closing
sales at 27 locations around the United States in accordance with
a consulting agreement with Gordon Brothers Retail Partners, LLC.


ATECO INC: Court Rejects Hebb Unsecured Claim
---------------------------------------------
Bankruptcy Judge Maureen A. Tighe disallowed in its entirety the
unsecured portion of Claim 4-1 for fraudulent inducement in the
amount of $1,087,645, filed by John F.L. Hebb against Ateco Inc.

Ateco hired Hebb in 2002 to litigate a trademark infringement
dispute.  Hebb filed a proof of claim on January 31, 2011, which
consisted of a secured claim of $543,822 for unpaid attorney's
fees, and an unsecured claim of $1,087,645 for interest and
alleged future "tort causes of action."  The Debtor objected the
Claim.  The basis for the objection was that Hebb failed to
provide any evidence that he has a valid secured claim, and that
Hebb's attorneys fees were reduced to $200,000 by the Los Angeles
Superior Court in a pre-bankruptcy ruling.

On March 17, 2011, Debtor filed an adversary complaint against
Hebb, which sought to determine the validity of Hebb's asserted
lien, to disallow his claim, and asserted affirmative causes of
action for breach of fiduciary duty, professional negligence,
breach of contract, fraud, and unjust enrichment.

According to Judge Tighe: "The adversary proceeding filed by Ateco
against Hebb also sought to determine the validity of this claim.
That issue has been resolved by this ruling and the disallowance
of Hebb's claim is a final order. Additional causes of action for
against Hebb for breach of contract, breach of fiduciary duty,
professional negligence, fraud and unjust enrichment were also
asserted in the adversary complaint. Those issues were bifurcated
in order to first determine whether Hebb was a creditor in this
bankruptcy case. An order will issue for Debtor to explain how it
intends to proceed with the remaining issues in the bankruptcy
case, as well as its adversary proceeding against Hebb."

In her ruling, Judge Tighe noted how a simple fee dispute took
almost 10 years to be resolved.  "After lengthy trips through two
California Superior Court actions, a California appellate action,
a bankruptcy case, three separate appeals to the Bankruptcy
Appellate Panel and the Ninth Circuit Court of Appeals, and,
lastly, this trial, Hebb has never presented a coherent theory for
why Ateco owes him any further attorney fees. This lengthy
memorandum, combined with previous rulings in the case, detail the
alternative reality forced on Ateco and this Court by the constant
stream of baseless legal pleadings produced by claimant Hebb," the
judge said.

A copy of the Court's April 9, 2014 Memorandum of Decision is
available at http://is.gd/76k39Qfrom Leagle.com.

Agoura Hills, Calif.-based Ateco, Inc., a manufacturer of
attachments for heavy equipment machinery, filed for Chapter 11
bankruptcy (Bankr. C.D. Cal. Case No. 10-22623) on October 5,
2010.  Judge Maureen Tighe presides over the case.  Steven J.
Krause, Esq. -- stevenjkrause@yahoo.com -- serves as the Debtor's
counsel.  In its petition, the Debtor estimated $1 million to $10
million in assets, and $100,001 to $500,000 in debts.  The
petition was signed by L. Peter Petrovsky, president.


ATHLON HOLDING: Moody's Raises Corporate Family Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service upgraded Athlon Holding LP's Corporate
Family Rating (CFR) to B2 from B3 and its senior unsecured note
rating to B3 from Caa1. Moody's affirmed Athlon's SGL-2
Speculative Grade Liquidity Rating (SGL). The rating outlook was
revised to stable from positive.

These actions follow Athlon's announcement on April 8, 2014 that
it will acquire certain producing properties and undeveloped
acreage adjacent to its existing footprint in the Permian Basin in
West Texas for $873 million. The company plans to fund the
transaction using a mix of debt and equity with an intent to close
by June 2014.

"Already showing positive trends, Athlon will now see a
significant boost in production, cash flows and reserves that will
outweigh over the next 12 months the potential leveraging impacts
of the transaction," said Sajjad Alam, Moody's Analyst. "With
134,000 pro forma total net acres in the prolific northern Midland
Basin, a large drilling inventory and its gradual transition to
horizontal drilling, Athlon is poised to show significant organic
growth through 2015 and beyond."

Issuer: Athlon Holdings LP

Upgrades:

  Corporate Family Rating, Upgraded to B2 from B3

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

  Senior Unsecured Rating, Upgraded to B3 (LGD5,74%) from Caa1
  (LGD4, 68%)

Affirmations:

  Speculative Grade Liquidity Rating, Affirmed SGL-2

Outlook Actions:

  Changed to Stable From Positive

Ratings Rationale

Pro forma for the acquisitions, Athlon will have a production base
of roughly 20,000 boe/day, proved reserves of 162 million boe (58%
oil, 23% NGLs and 37% developed), and total leasehold position of
134,000 net acres (99% operating interest). While horizontal wells
have proven to enhance production and returns across the northern
Midland Basin, they are more capital intensive and involve greater
drilling and completion risks than vertical wells. Athlon has
drilled only a limited number of horizontal wells to date and
therefore, will need some time to adequately delineate its acreage
and learn best practices to maximize production.

The company has not specified the exact amount of debt it will use
for these acquisitions. However, we expect a significant equity
component in the funding mix given the high proportion (61%) of
proved undeveloped reserves in the acquired leases. Athlon's
borrowing base is expected to increase to $1.0 billion (from $525
million) because of reserve additions from organic drilling and
acquisitions. Given this substantial growth in the size of secured
debt relative to unsecured debt in the capital structure, it is
possible that Athlon's notes could be double notched in the
absence of additional unsecured debt issuance.

Athlon's B2 CFR reflects its growing but small scale and
geographically concentrated upstream operations relative to higher
rated E&P companies; high leverage in terms of production and
proved developed (PD) reserves following a number of acquisitions
in 2014; and the significant anticipated capital expenditures and
the resultant negative free cash flow through 2015. The CFR is
supported by Athlon's oil-weighted production profile (pro forma
58% oil, 22% NGLs in fourth quarter, 2013) in the Permian Basin -
the largest and most active oil basin in the US; predictable
geological risks, long production history and multiple pay
intervals of the Wolfberry play; significant organic growth
prospects through future down-spacing and horizontal drilling; and
the high degree (99%) of operational control over its leasehold
acreage that should help optimize capital allocation, control the
pace of development and manage costs as the company tries to gain
scale.

Athlon should have good liquidity through mid-2015 despite
significantly outspending cash flows, which is the basis of our
SGL-2 rating. The company will generate negative free cash flow in
the range of $300-$350 million in 2014, but will have sufficient
availability under the upsized $1.0 billion borrowing base
revolving credit facility to cover the funding shortfall. Athlon
can rein in capital spending in a depressed commodity price
environment, thanks to the high operating interest. There are no
debt maturities until March 2018 when the credit facility expires.
Substantially all of Athlon's assets, including 80% of the PV-10
of Athlon's proved reserves, are pledged as security under the
credit facility which limits the extent to which asset sales could
provide a source of additional liquidity.

The stable outlook reflects our view that the company will manage
its growth without compromising liquidity or increasing leverage.

Ongoing developmental efforts leading to substantial production
and reserves growth and a corresponding reduction in leverage
would improve Athlon's credit profile. A rating upgrade is
possible when Athlon's production approaches 35,000 boe/day
alongside a debt to average daily production ratio under $40,000
per boe.

If Athlon is unable to hold production above 20,000 boe/day and
maintain the debt to average daily production ratio below $50,000
per boe, that could trigger a rating downgrade. Increasing
negative free cash flow or liquidity weaknesses could also
pressure the ratings.

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

Athlon Holding LP is engaged in the acquisition, exploration,
development and production of oil and gas in the Midland Basin of
West Texas.


BRUSH CREEK: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Brush Creek Airport, LLC
        9618 E. Maplewood Cir.
        Greenwood Village, CO 80111

Case No.: 14-14630

Chapter 11 Petition Date: April 10, 2014

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Elizabeth E. Brown

Debtor's Counsel: David Warner, Esq.
                  SENDER WASSERMAN WADSWORTH, P.C.
                  1660 Lincoln St., Ste. 2200
                  Denver, CO 80264
                  Tel: 303-296-1999
                  Fax: 303-296-7600
                  E-mail: david.warner@sendwass.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The petition was signed by Richard A. Landy, president of general
partners of managing member.

List of Debtor's 16 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Richard A. Landy

Marlene F. Landy Marital Trust

Elaine Franklin

Gunnison County

Brian Landy

Buckhorn Ranch

Robinson Waters & O'Do

Landy Enterprises Inc.

Elaine Rosenberg Trust

William Ramlow

Karsh Fulton Gabler

Louise Wright

Gunnison Valley Survey, LLCC

5280 Accounting Ser dba The Wright Way

O'Hayre, Dawson & Norr

Matzen & Fesler, P.C.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cob14-14630.pdf


CAESARS ENTERTAINMENT: Bank Debt Trades at 8% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
92.03 cents-on-the-dollar during the week ended Friday, April 11,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 1.41 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 1, 2018, and carries Moody's B3 rating and Standard &
Poor's B- rating.  The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                  About Caesars Entertainment

Las Vegas-based Caesars Entertainment Corp., formerly Harrah's
Entertainment Inc. -- http://www.caesars.com/-- is one of the
world's largest casino companies.  Harrah's announced its re-
branding to Caesar's in mid-November 2010.

Caesars Resorts Properties, LLC is a subsidiary of Caesars
Entertainment Corporation that owns 6 casinos properties and
Project Linq.  Caesars Entertainment Operating Company is a
subsidiary of CEC and sister subsidiary to CERP.

As of Dec. 31, 2013, the Company had $24.68 billion in total
assets, $26.59 billion in total liabilities and a $1.90 billion
total deficit.

                           *     *     *

In April 2014, Standard & Poor's Ratings Services lowered its
corporate credit ratings on Caesars Entertainment Corp. (CEC) and
wholly owned subsidiaries, Caesars Entertainment Operating Co.
(CEOC) and Caesars Entertainment Resort Properties (CERP), as well
as the indirectly majority-owned Chester Downs and Marina, to
'CCC-' from 'CCC+'.  The downgrade reflects S&P's expectation that
Caesars' capital structure is unsustainable, and the amount of
cash the company will burn in 2014 and 2015 creates conditions
under which S&P believes a restructuring of some form is
increasingly likely over the near term absent an unanticipated
significantly favorable change in operating performance.

S&P expects Caesars to use substantial cash to meet interest
expense, capital expenditures, and debt maturities over the next
year and forecast that the company will burn more than $1.2
billion in cash in 2014 to meet approximately $3 billion in fixed
charges.  S&P do not expect that Caesars will have sufficient
liquidity in 2015 to meet its estimate of fixed charges, absent
additional asset sales or access to the capital markets.  S&P
estimates fixed charges, including interest, capital expenditures,
and debt maturities, will approximate $3.5 billion in 2015.

In March 2014, Moody's downgraded CEOC's Corporate Family rating
to Caa3 and Probability of Default rating to PD-Caa3; and affirmed
CERP's B3 CFR and B3-PD, first lien term loan at B2, and second
lien notes at Caa2.  The downgrade reflects Moody's concern that
the loss of EBITDA from the proposed sale of four casinos to
Caesars Growth Partners Holdings ("CGPH") will cause CEOC's
already high leverage to increase as well as reduce bondholders'
recovery prospects.  Despite the approximate $1.8 billion of cash
that will be received by CEOC and may be used to repay a small
amount of debt and fund operating losses for a period of time, in
Moody's opinion, the proposed sale significantly heightens CEOC's
probability of default along with the probability that the company
will pursue a distressed exchange or a bankruptcy filing.

CGPH is a wholly owned indirect subsidiary of Caesars Growth
Partners, LLC ("CGP"). CGP is owned and controlled by Caesars
Acquisition Company which is owned by CEC and affiliates of
private equity firms Apollo and TGP.


CAMELOT PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor-affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                    Case No.
     ------                                    --------
     Camelot Properties LLC                    14-05210
     2338 W. Royal Palm Rd, Ste J
     Phoenix, AZ 85021

     Broadmill LLC                             14-05211
     2338 W. Royal Palm Rd, Ste J
     Phoenix, AZ 85021

     Sara Properties Inc.                      14-05212
     2338 W. Royal Palm Rd, Ste J
     Phoenix, AZ 85021

Chapter 11 Petition Date: April 10, 2014

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Hon. Eddward P. Ballinger Jr.

Debtors' Counsel: Kelly G. Black, Esq.
                  KELLY G. BLACK, PLC
                  1152 E Greenway St, Ste 4
                  Mesa, AZ 85203-4360
                  Tel: 480-639-6719
                  Fax: 480-639-6819
                  E-mail: kgb@kellygblacklaw.com

                                  Estimated     Estimated
                                    Assets     Liabilities
                                  ----------   -----------
Camelot Properties LLC            $1MM-$10MM    $1MM-$10MM
Broadmill LLC                     $1MM-$10MM    $1MM-$10MM
Sarah Properties Inc.             $1MM-$10MM    $1MM-$10MM

The petitions were signed by Vesna Djordjevich, manager.

The Debtors did not file a list of their largest unsecured
creditors when they filed the petitions.


CARMIKE CINEMAS: Moody's Ups Rating on $210MM 2nd Lien Bond to B1
-----------------------------------------------------------------
Moody's Investors Service upgraded the rating on the $210 million
second lien bonds of Carmike Cinemas, Inc. to B1 from B2 and
affirmed Carmike's B2 Corporate Family Rating (CFR) and its SGL-1
Speculative Grade Liquidity Rating.

Moody's maintained the stable outlook.

Carmike Cinemas, Inc.

  Senior Secured 2nd Lien Bonds, Upgraded to B1 (LGD3, 40%) from
  B2 (LGD3, 47%)

  Corporate Family Rating, Affirmed B2

  Probability of Default Rating, Affirmed B2-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-1

  Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD1, 05%)

Outlook, Remains Stable

Ratings Rationale

Since the April 2012 issuance of the second lien bonds, Carmike
expanded its asset base to 2,660 screens from 2,245 screens, and
revenue pro forma for a full year of acquisitions grew to about
$700 million in 2013 from approximately $540 million in 2012.
Moody's believes that in a distress scenario, bondholders could
benefit from the junior capital provided by leases. This lease
cushion has risen with the growth of the company, so Moody's
considers the bondholders' position improved and upgraded the
second lien bonds rating to B1 from B2.

Moody's continues to consider Carmike's liquidity very good and
affirmed its SGL-1 rating. Carmike finished 2013 with
approximately $144 million of cash, ample relative to annual cash
interest expense of about $50 million and capital expenditures of
about $40 million.

High leverage (in the low 5 times debt-to-EBITDA range) affords
minimal flexibility to manage the inherent volatility of operating
in an industry reliant on movie studios for product to drive the
attendance that leads to cash flow from admissions and
concessions. Carmike's B2 CFR incorporates this risk, but very
good liquidity mitigates risk related to the attendance volatility
and its expansion strategy. The track record of positive free cash
flow, which Moody's expects to continue, also supports the rating.
Lack of scale and EBITDA margins below peers constrain the rating.
However, we attribute the lower EBITDA margins partially to the
small to mid-size markets Carmike targets, which have less
competition from both other theater operators and alternative
entertainment options. Also, despite some year to year variability
related to film popularity and low-to-negative attendance growth
prospects, Moody's considers the theater industry to be relatively
stable over at least the next five years, with typically only
modest impact from economic conditions.

The stable outlook assumes Carmike will sustain leverage below 6
times debt-to-EBITDA, with some volatility based on box office
performance, and will continue to generate positive free cash
flow. The outlook incorporates tolerance for modest acquisitions,
which we do not believe would materially impact leverage, but a
transformative acquisition leading to leverage sustained above 6
times would likely warrant a negative rating action.

Leverage sustained above 6 times, whether due to debt funded
acquisitions or deteriorating performance, could result in a
downgrade. Inability to generate positive free cash flow on a
sustained basis or to maintain good liquidity would also likely
have negative rating implications. Equity oriented actions such as
a dividend would not necessarily lead to a negative rating action
provided we expected continued positive free cash flow.

The lack of scale and expectations that any significant
improvement in the operating profile would likely result in equity
returns rather than material improvement in the credit profile
limit upward momentum. However, we would consider a positive
rating action with expectations for leverage sustained below 5
times debt-to-EBITDA, sustained free cash flow in excess of 5% of
debt, and maintenance of a good liquidity profile.

Carmike Cinemas, Inc.'s ratings were assigned by evaluating
factors that Moody's considers relevant to the credit profile of
the issuer, such as the company's (i) business risk and
competitive position compared with others within the industry;
(ii) capital structure and financial risk; (iii) projected
performance over the near to intermediate term; and (iv)
management's track record and tolerance for risk. Moody's compared
these attributes against other issuers both within and outside
Carmike Cinemas, Inc.'s core industry and believes Carmike
Cinemas, Inc.'s ratings are comparable to those of other issuers
with similar credit risk. 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 Columbus, Georgia, Carmike Cinemas, Inc. operates
252 cinema theaters with 2,660 screens located in 37 states,
primarily in small to mid-sized communities. Its annual revenue
for 2013 was approximately $635 million and approximately $700
million pro forma for a full year of its recent acquisitions.


CED SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: CED Solutions, LLC
        P.O. Box 680190
        Marietta, GA 30068

Case No.: 14-57242

Chapter 11 Petition Date: April 10, 2014

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

Debtor's Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: 770-984-2255
                  Fax: (770) 984-0044
                  E-mail: paul@paulmarr.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Richard R. Rodgers, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb14-57242.pdf


CENGAGE LEARNING: Plan Declared Effective on March 31
-----------------------------------------------------
Cengage Learning, Inc.'s Amended Joint Plan of Reorganization
became effective as of March 31, 2014, according to a notice filed
with the Bankruptcy Court.

The Amended Plan was confirmed by Judge Elizabeth S. Stong in an
order dated March 14.

All requests for payment of Administrative Claims must be filed
and served on the Debtors no later than April 30.  Any Proofs of
Claim based upon the rejection of the Debtors' Executory Contracts
or Unexpired Leases pursuant to the Plan or otherwise, must be
filed with the Notice, Claims, and Solicitation Agent no later
than April 30.

On March 28, the Bankruptcy Court entered an order authorizing the
expansion of the scope of employment and retention of
PricewaterhouseCoopers LLP nunc pro tunc to Jan. 15, 2014.

Also on March 28, Cengage's lawyers filed a notice of withdrawal
of the Debtors' application to employ:

     -- WeiserMazars LLP as Accounting Consultants; and
     -- LegalPeople LLC as Legal Staffing Provider

On March 31, the Court approved the Debtors' employment of Duff &
Phelps, LLC as valuation consultants.

As reported by the Troubled Company Reporter, Cengage's
bankruptcy-exit plan reduces the Company's debt by $4 billion and
provides senior lenders -- including Apax Partners LLP,
Searchlight Capital Partners, Kohlberg Kravis Roberts & Co.,
Oaktree Capital Management, Oak Hill Advisors, BlackRock Financial
Management Inc. and Franklin Mutual Advisers LLC -- with majority
equity in the restructured company, the report further related.
Cengage is also lining up $1.75 billion in new financing.

A full-text copy of Cengage's Plan, dated March 12, 2014, is
available at http://bankrupt.com/misc/CENGAGEplan0312.pdf

                        About Cengage Learning

Stamford, Connecticut-based Cengage Learning --
http://www.cengage.com/-- provides innovative teaching, learning
and research solutions for the academic, professional and library
markets worldwide.  Cengage Learning's brands include
Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South
Western and Wadsworth, among others.  Apax Partners LLP bought
Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion
transaction.  The acquisition was funded in part with $5.6 billion
in new debt financing.

Cengage Learning Inc. filed a petition for Chapter 11
reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2,
2013, in Brooklyn, New York, after signing an agreement where
holders of $2 billion in first-lien debt agree to support a
reorganization plan.  The plan will eliminate more than $4 billion
of $5.8 billion in debt.

First-lien lenders who signed the so-called plan-support agreement
include funds affiliated with BlackRock Inc., Franklin Mutual
Adviser LLC, KKR & Co. and Oaktree Capital Management LP.  Second-
lien creditors and holders of unsecured notes aren't part of the
agreement.

The Debtors have tapped Kirkland & Ellis LLP's Jonathan S. Henes,
Esq., Christopher J. Marcus, Esq., and Christopher T. Greco, Esq.,
and Ross M. Kwasteniet, Esq., as bankruptcy counsel; Lazard
Freres & CO. LLC as financial advisor; Alvarez & Marsal North
America, LLC, as restructuring advisor; and Donlin, Recano &
Company, Inc., as claims and notice agent.

Arent Fox's Andrew I. Silfen, Esq., represents the statutory
committee of unsecured creditors.

Milbank, Tweed, Hadley & McCloy LLP's Gregory Bray, Esq., and
Lauren Cohen, Esq., represent the ad hoc group of holders of
certain first lien claims.

Davis Polk & Wardwell LLP's Damian S. Sohaible, Esq., and Darren
S. Klein, Esq., represent the agent under the First Lien Credit
Agreement.

Katten Muchin Rosenman LLP's Karen Dine, Esq., and David Crichlow,
Esq., represent the Indenture Trustee for the First Lien
Noteholders.

Akin Gump Strauss Hauer Feld LLP's Ira Dizengoff, Esq., and Ropes
& Gray LLP's Mark R. Somerstein, Esq., argue for CSC Trust Company
of Delaware as Second Lien Trustee.

Loeb & Loeb LLP's Walter H. Curchack, Esq., represents the
Indenture Trustee for the Senior PIK Notes.

Kilpatrick Townsend's Todd Meyers, Esq., represents the Indenture
Trustee for the Senior Unsecured Notes.

Jones Day's Lisa Laukitis, Esq., is counsel to Centerbridge
Partners LP.

Simpson Thacher & Bartlett LLP's Peter Pantaleo, Esq., represents
Apax Partners LP.


CENGAGE LEARNING: Hayman Capital Acquires Bank Claim
----------------------------------------------------
Several claims filed in the Chapter 11 Cengage Learning Inc.
switched hands from April 4 to 10:

     -- UBS AG, London Branch assigned its Claim No. 2759 for
        $5,133,139.99 to Wells Fargo Bank, National Association.
        The notice was filed by Leah S. Edelboim on behalf of
        Wells Fargo Bank, National Association.

        Then, Wells Fargo transferred Claim No. 2759 to Hayman
        Capital Master Fund, LP, according to a notice filed by
        David M. Marcus on behalf of Hayman Capital.

     -- Arvato Digital Services, LLC, transferred Claim No.
        156 for $624,727.01 to Blackwell Partners, LLC.

     -- Image Data Conversion LLC assigned Claim No. 1613 to
        Tannor Partners Credit Fund LP.

On March 17, The Royal Bank of Scotland plc transferred its Claim
No. 2661 for $1,898,573.33 to JPMorgan Chase Bank, N.A.

Meanwhile, Tannor on March 24 acquired Claim No. 3191 filed by Pay
Governance LLC and the claim by Giro Studio on March 14.

                        About Cengage Learning

Stamford, Connecticut-based Cengage Learning --
http://www.cengage.com/-- provides innovative teaching, learning
and research solutions for the academic, professional and library
markets worldwide.  Cengage Learning's brands include
Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South
Western and Wadsworth, among others.  Apax Partners LLP bought
Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion
transaction.  The acquisition was funded in part with $5.6 billion
in new debt financing.

Cengage Learning Inc. filed a petition for Chapter 11
reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2,
2013, in Brooklyn, New York, after signing an agreement where
holders of $2 billion in first-lien debt agree to support a
reorganization plan.  The plan will eliminate more than $4 billion
of $5.8 billion in debt.

First-lien lenders who signed the so-called plan-support agreement
include funds affiliated with BlackRock Inc., Franklin Mutual
Adviser LLC, KKR & Co. and Oaktree Capital Management LP.  Second-
lien creditors and holders of unsecured notes aren't part of the
agreement.

The Debtors have tapped Kirkland & Ellis LLP's Jonathan S. Henes,
Esq., Christopher J. Marcus, Esq., and Christopher T. Greco, Esq.,
and Ross M. Kwasteniet, Esq., as bankruptcy counsel; Lazard
Freres & CO. LLC as financial advisor; Alvarez & Marsal North
America, LLC, as restructuring advisor; and Donlin, Recano &
Company, Inc., as claims and notice agent.

Arent Fox's Andrew I. Silfen, Esq., represents the statutory
committee of unsecured creditors.

Milbank, Tweed, Hadley & McCloy LLP's Gregory Bray, Esq., and
Lauren Cohen, Esq., represent the ad hoc group of holders of
certain first lien claims.

Davis Polk & Wardwell LLP's Damian S. Sohaible, Esq., and Darren
S. Klein, Esq., represent the agent under the First Lien Credit
Agreement.

Katten Muchin Rosenman LLP's Karen Dine, Esq., and David Crichlow,
Esq., represent the Indenture Trustee for the First Lien
Noteholders.

Akin Gump Strauss Hauer Feld LLP's Ira Dizengoff, Esq., and Ropes
& Gray LLP's Mark R. Somerstein, Esq., argue for CSC Trust Company
of Delaware as Second Lien Trustee.

Loeb & Loeb LLP's Walter H. Curchack, Esq., represents the
Indenture Trustee for the Senior PIK Notes.

Kilpatrick Townsend's Todd Meyers, Esq., represents the Indenture
Trustee for the Senior Unsecured Notes.

Jones Day's Lisa Laukitis, Esq., is counsel to Centerbridge
Partners LP.

Simpson Thacher & Bartlett LLP's Peter Pantaleo, Esq., represents
Apax Partners LP.


CHESAPEAKE ENERGY: Moody's Rates $3BB Proposed Senior Notes 'Ba3'
-----------------------------------------------------------------
Moody's assigned Ba3 ratings to Chesapeake Energy Corporation's
proposed offering of senior notes due 2019, 2022 and 2026,
totaling $3 billion. The outlook remains stable. The proceeds of
the offering and cash balances will be used to repay existing
debt, including a concurrent tender offer to purchase senior notes
maturing in 2015.

"Chesapeake Energy is opportunistically refinancing certain debts
to extend maturities and lower its overall interest costs,"
commented Pete Speer, Moody's Senior Vice President. "The company
has greatly improved its capital discipline and is actively
reducing its cost structure, laying the groundwork for meaningful
improvement in its cash margins and financial leverage."

Ratings Rationale

The Ba3 ratings on the company's new senior notes reflects both
the overall probability of default of Chesapeake, which is Ba2-PD,
and a loss given default of LGD 4 (62%). Chesapeake has a $4
billion senior secured revolving credit facility. The size of the
potential priority claim to the assets relative to the senior
unsecured debt outstanding results in the unsecured debt being
rated one notch beneath Chesapeake's Ba2 Corporate Family Rating
(CFR) under Moody's Loss Given Default Methodology.

Chesapeake's Ba2 CFR incorporates the benefits of its very large
proved reserve and production scale, sizable high quality acreage
positions in multiple basins across the US, and competitive
drillbit finding and development (F&D) costs. The rating has been
restrained by the company's high adjusted debt levels and
structural complexity that are a legacy of its past aggressive
growth and financial policies. Under new management Chesapeake has
changed its strategic focus to rigorous capital discipline,
continuous improvement in operating and drilling efficiency and
reduced financial complexity. This change in strategy and
financial policy has the potential to improve the company's credit
profile in 2014.

If Chesapeake can achieve meaningful adjusted debt reduction,
reduce complexity, improve its cash margins and meet its
production targets then the ratings could be upgraded. Retained
cash flow (RCF)/debt approaching 35% with leverage on proved
developed (PD) reserves and average daily production sustained
below $9/boe and $25,000/boe could result in a ratings upgrade to
Ba1. While not expected based on current trends, a significant
increase in financial leverage could pressure the ratings.
RCF/debt below 20%, debt/PD above $12/boe, or debt/average daily
production above $35,000 could result in a ratings downgrade.

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

Chesapeake Energy Corporation is an independent exploration and
production company based in Oklahoma City, Oklahoma.


COLDWATER CREEK: Files for Chapter 11 to Liquidate
--------------------------------------------------
Women's clothing and accessory retailer Coldwater Creek Inc. and
its debtor-affiliates sought Chapter 11 bankruptcy protection on
Friday in order to facilitate an orderly wind-down of its
operations.

Coldwater Creek has received a commitment for $75 million in
"debtor-in-possession" financing from its existing lender, Wells
Fargo.  Subject to court approval, this financing will be
available to support the Company's operations during the wind-down
process.

Coldwater Creek said in a statement that its stores and website
are currently open for business and serving customers.  The
Company expects to commence sales to liquidate its inventory in
early May.

"Over the course of the past year, Coldwater engaged in several
comprehensive marketing processes and exhaustive efforts to
recapitalize the balance sheet, including but not limited to
refinancing their debt and an outright sale of the business.  The
Debtors directly reached out to more than 75 parties during this
time and publicly invited strategic alternative proposals of any
nature," James A. Bell, the executive vice president, COO and CFO,
explained in court filings.

"Having been unsuccessful despite their Herculean efforts and in
the face of sustained weak business performance, the Debtors have
concluded, in consultation with their legal and financial
advisors, that pursuing a liquidation through chapter 11 is their
most appropriate remaining option.  The prepetition secured
lenders of the Debtors are supportive of this path.  To that end,
prior to the Petition Date, the Debtors and the prepetition
secured lenders entered into a plan supporting agreement to ensure
an orderly and efficient liquidation of the Debtors' assets."

"Time is of the essence in these chapter 11 cases in order to
minimize administrative expenses and therefore, maximize value for
all stakeholders.  In addition, it is critical that the Debtors
commence the liquidation of their inventory prior to what has
traditionally been a peak holiday weekend -- Mother's Day," Mr.
Bell tells the Court.

Prior to the Petition Date, the Debtors began soliciting bids from
liquidators to carry out store closing sales and otherwise assist
in the disposition of the Debtors' assets.  The Debtors now seek
to conduct an auction as soon as possible and commence winding
down their operations. Furthermore, to facilitate quick and
efficient bankruptcy cases, the Debtors filed motions to set a bar
date, establish contract and lease rejection procedures, approve
the disclosure statement and schedule a confirmation hearing. The
Debtors believe proceeding in this manner will allow them to
preserve maximum value for their creditors.

The Debtors have filed a proposed liquidating plan that provides
for the orderly resolution of the Debtors' operations following
the completion of "going out of business" sales and contemplates,
among other things, the appointment of a plan administrator to
wind-down the Debtors' estates and make distributions to
creditors.

                        Road to Bankruptcy

Coldwater reached a peak revenue of $1.1 billion and operating
margin of 8% in 2006, with a successful period of store growth
from 198 stores in 2005 to 336 stores in 2007.  Beginning in 2007,
the economic downturn adversely affected the entire retail
industry, including Coldwater, and from 2007 to 2011, the Debtors
experienced multiple management changes and strategic shifts that,
when combined with the Debtors' unmet sales expectations, led to
significant inventory buildup.

From 2011 through 2013, the Debtors attempted a targeted
turnaround process, which focused on, among other things,
incorporating cross-channel discipline into product and creative
functions.

In the middle of 2013, the Debtors hired Perella Weinberg Partners
LP to launch a sale process.  The sale process ended when interest
did not surface from an appropriate potential buyer.

Late in 2013, the Debtors became concerned that if they were
unable to successfully mitigate significantly accelerating
negative sales trends, they may not be able to continue to service
their debts and operate their business without implementing a
financial restructuring and gaining short-term liquidity.  The
Debtors' poor performance continued throughout the holiday season
despite significant cost-cutting efforts.

The outcome of Perella Weinberg's broad strategic review was that
although there were no interested buyers, there were several
refinancing options available to the Debtors.

Ultimately, however, the proceeds available under the proposals to
refinance the Debtors' term loan were not sufficient to achieve a
consensual deleveraging with the term loan agent and the Board
terminated the refinancing process.

During the late 2013 timeframe, Coldwater, with the assistance of
its advisors, developed and had begun executing a significantly
refined business plan in an effort to return the business to
profitability over time.  However, despite their significant
turnaround efforts, the Debtors have concluded that they are
unable to reorganize on a stand-alone basis.

After months of declining sales and failed out-of-court sales and
refinancing processes, the Debtors have determined that the best
way to maximize value for the benefit of all interested parties is
a prompt and orderly wind-down of their business.

                        First Day Motions

To liquidate their business as expeditiously as possible, the
Debtors filed a motion seeking, among other things, the authority
to grant bidding protections to a stalking horse liquidator,
establish bidding procedures for an auction and conduct a hearing
on the request to conduct store closing sales and liquidate their
inventory through a liquidator.

The Debtors also have filed motions to (a) establish a bar date
for unsecured claims, (b) grant procedures for the rejection
leases and executory contracts on a rolling basis throughout the
chapter 11 cases and (c) approve the disclosure statement, solicit
votes and schedule a confirmation hearing.

The Debtors also filed customary first day motions seeking relief
related to the administration of the chapter 11 cases, the
Debtors' customers and employees, their operations, and their cash
and financing needs.  The Debtors filed motions for:

   -- joint administration of their Chapter 11 cases;
   -- pay prepetition sales and use taxes;
   -- maintain their insurance policies;
   -- prohibit utility companies from discontinuing service;
   -- pay prepetition shipping claims;
   -- honor certain prepetition obligations to customers;
   -- pay prepetition wages and benefits;
   -- maintain existing bank accounts; and
   -- obtain financing and use cash collateral.

The Debtors said they have narrowly tailored the first day motions
to meet their goals of: (a) continuing their operations in chapter
11 with as little disruption and loss of productivity as possible
until such time as the liquidation is complete; (b) maintaining
the confidence and support of their key customer and employee
constituencies during a wind-down; and (c) establishing procedures
for the efficient administration of these chapter 11 cases.

A copy of the affidavit in support of the first-day motions,
together with the plan support agreement, is available for free at
http://bankrupt.com/misc/Coldwater_1st_Day_Affidavit.pdf

                         *     *     *

Bloomberg News pointed out that the company joins women's clothing
chains Dots LLC, which shut down its 400 stores after filing in
January, and Ashley Stewart Holdings Inc., which filed last month.
A drop in mall traffic also has helped to drive pizza seller
Sbarro LLC, toasted-sandwich chain Quiznos and the owner of Hot
Dog on a Stick to seek court protection since February, the report
further pointed out.

                      About Coldwater Creek

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

As of the bankruptcy filing, the Debtors domestically employ a
total of approximately 5,990 employees throughout their retail
locations, corporate headquarters and distribution, design and
call centers.  Additionally, approximately 30 employees are
employed by a non-debtor affiliate of the Debtors in a foreign
registered office based in Hong Kong.

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

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

The Debtors have drawn $37.5 million and have approximately $10
million in letters of credit outstanding under a senior secured
credit facility (ABL facility) provided by lenders led by Wells
Fargo Bank, National Association, as agent.  The Debtors also owe
$96 million, which includes accrued interest and approximately $23
million representing a prepayment premium payable, under a term
loan from lenders led by CC Holding Agency Corporation, as agent.
The obligations owed by the Debtors under the ABL credit agreement
are secured by first priority liens over the Debtors' accounts
receivables and inventory and a second priority lien on all of the
other assets. The term loan agreement is secured by a second
priority lien on accounts receivable and inventory and a first
priority lien on all of the other assets.  Aside from the funded
debt, the Debtors have accumulated a significant amount of accrued
and unpaid trade and other unsecured debt in the normal course of
their business.

The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.  Prime Clerk
maintains a web site at http://cases.primeclerk.com/coldwater


COLDWATER CREEK: Files Plan of Liquidation
------------------------------------------
Coldwater Creek Inc. and its debtor-affiliates on their bankruptcy
petition date filed a Chapter 11 plan of liquidation that provides
for the orderly resolution of the Debtors' operations following
the completion of "going out of business" sales and contemplates,
among other things, the appointment of a plan administrator to
wind-down the Debtors' estates and make distributions to
creditors.

The Plan provides for the prepetition term loan lender to make
funds available from the liquidation of its collateral for the
administration of the chapter 11 cases, the wind-down of the
Debtors' business and a distribution to unsecured creditors.

As evidenced by the Plan Support Agreement, effective as of April
10, 2014 by and among the Debtors, Wells Fargo Bank, National
Association (the senior secured loan agent) and CC Holding Agency
Corporation (term loan agent), the Plan is supported by the
Debtors' prepetition secured lenders.

According to the explanatory disclosure statement, the Plan
provides that:

   -- Term loan claims (Class 1) will be allowed in the total
amount of $96,522,530 plus any interest, fees, costs and expenses
accrued and the Holders of these claims shall receive their pro
rata share of available cash.  Holders of these claims are
impaired and entitled to vote on the Plan.

   -- Holders of priority non-tax claims (Class 2) will receive
payment in full in Cash on or as soon as reasonably practicable
after the Effective Date.

   -- Holders of other secured claims (Class 3) will receive (a)
payment in full in Cash or as soon as reasonably practicable after
the Effective Date, including the payment of any interest required
to be paid under Section 506(b) of the Bankruptcy Code; (b)
delivery of the collateral securing any such allowed secured
claim; or (c) other treatment such that the allowed other secured
claim will be rendered unimpaired.

   -- Each holder of a general unsecured claim (Class 4) will
receive its pro rata share of any net available funds.  Holders of
these claims are impaired and entitled to vote on the Plan.

   -- Finally, the Plan provides for no recovery to the Holders of
intercompany claims (Class 5), intercompany interests (Class 6),
and interests in Coldwater Creek Inc. (Class 7).  On the Effective
Date, intercompany interests and interests in Coldwater Creek will
be deemed cancelled.  Holders of these claims and interests are
impaired and deemed to reject the Plan.

The Debtors only intend to solicit votes to accept or reject the
Plan from holders of claims in Classes 1 and 4.

The Debtors ask the Court to enter an order:

  (a) approving the Disclosure Statement;

  (b) approving the disclosure statement hearing date as May 21,
      2014;

  (c) approving the disclosure statement objection deadline as
      May 14, 2014 at 4:00 p.m. (prevailing Eastern Time);

  (d) approving the timeline for soliciting votes and voting on
      the Plan, including:

         i. fixing the record date as May 21, 2014;

        ii. setting the solicitation deadline as May 29, 2014;

       iii. fixing the voting deadline as July 11, 2014 at
            4:00 p.m. (prevailing Eastern Time);

  (e) approving the procedures for distribution of the
      solicitation packages and the materials therein;

  (f) approving the form of the non-voting status notices;

  (g) approving the procedures for tabulating votes with respect
      to the Plan;

  (h) approving objection procedures with respect to confirmation
      of the Plan, including:

         i. the confirmation objection deadline as July 11 at
            4:00 p.m. (prevailing Eastern Time) and the Plan
            objection response deadline as July 25, 2014 at 4:00
            p.m. (prevailing Eastern Time); and

        ii. setting a confirmation hearing date for no later than
            July 29, 2014.

A copy of the Plan is available for free at:

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

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

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

                      About Coldwater Creek

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

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

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

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

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

The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.  Prime Clerk
maintains a web site at http://cases.primeclerk.com/coldwater


COLDWATER CREEK: Proposes $75-Mil. DIP Financing From Wells Fargo
-----------------------------------------------------------------
To facilitate an orderly wind-down of their operations, Coldwater
Creek Inc. and its debtor-affiliates have arranged $75 million of
senior secured superpriority debtor in possession financing from
Wells Fargo Bank, National Association, the agent under the
prepetition ABL facility.  Approximately $40 million of the $75
million is a "roll-up" of prepetition obligations under the ABL
Credit Agreement.

The DIP lender has committed to provide $42 million on an interim
basis, which Coldwater Creek may use for the wind-down of the
Debtors' operations in accordance with a budget.

James A. Bell, the executive vice president, COO and CFO,
explained in court filings that the DIP Financing represents the
best terms for DIP financing the Debtors were able to arrange
following arm's-length negotiations and a thorough marketing
process to third party financiers undertaken by the Debtors'
investment banker, Perella Weinberg Partners LP.

The liquidity provided by the DIP Financing will allow the Debtors
to continue to operate their business until such time as the
liquidation can be completed as well as provide for a roll up of
the existing borrowings under the ABL Facility.

In the weeks leading to the filing of the chapter 11 cases,
Perella Weinberg contacted 11 potential third-party lenders that
are active in the DIP financing market to determine whether they
would be interested in providing the Debtors with alternative
debtor in possession financing.  Despite these efforts, the
Debtors were unable to obtain any proposals for DIP financing in
the form of an unsecured credit repayable as an administrative
expense under section 503(b) of the Bankruptcy Code, nor under the
terms of sections 364(a) or 364(b) of the Bankruptcy Code.  No
third-party lenders indicated that they would be willing to
provide postpetition financing to the Debtors on more favorable
terms than those provided by the ABL Agent.

The significant terms of the DIP Credit Agreement are:

   * Borrowers       Coldwater Creek U.S. Inc. (lead borrower),
                     Coldwater Creek The Spa Inc. and Coldwater
                     Creek Merchandising & Logistics Inc.

   * Guarantors      Coldwater Creek Inc., Aspenwood Advertising,
                     Inc., CWC Rewards Inc., CWC Sourcing LLC, and

   * DIP Lenders     Wells Fargo Bank, National Association as
                     lender and swing line lender and the other
                     lenders party to the DIP credit agreement
                     from time to time.

   * Administrative
     Agent:          Wells Fargo Bank as administrative agent and
                     Collateral agent.

   * Commitment/
     Availability:   The aggregate commitments of all lenders is
                     $75,000,000.

   * Priming         The DIP Liens will be first priority priming
                     liens with seniority over the prepetition
                     secured debt.

   * Maturity Date:  The earliest of (a) May 8, 2014, unless a
                     final order has been entered, (b) August 31,
                     2014, (c) the third Business day after the
                     entry of a GOB Sale order by the bankruptcy
                     court, (d) 14 days following the entry of an
                     order by the Bankruptcy Court confirming a
                     plan and (e) the consummation date.

   * Interest Rate:  A fluctuating rate per annum equal to the
                     highest of (a) the Federal Funds Rate, as in
                     effect from time to time, plus 0.50%, (b) the
                     Adjusted LIBO Rate plus 1.00%, or (c) the
                     rate of interest in effect for such day as
                     publicly announced from time to time by Wells
                     Fargo as its "prime rate".

   * Default
     Interest:       When used with respect to DIP Obligations
                     other than Letter of Credit Fees, an interest
                     rate equal to (i) the Interest Rate plus (ii)
                     the Applicable Margin plus (iii) 2% per
                     annum.

                     When used with respect to Letter of Credit
                     Fees, a rate equal to the Applicable
                     Rate for Standby Letters of Credit or
                     Commercial Letters of Credit, as applicable,
                     plus 2% per annum.

   * Commitment
     Fee:            The Borrowers shall pay 0.500% times the
                     average daily amount by which the Aggregate
                     Commitments exceed the sum of (i) the
                     Outstanding Amount of Loans and (ii) the
                     Outstanding Amount of L/C Obligations.

   * Closing Fee:    On the Closing Date, the Borrowers shall pay
                     a closing fee in the amount of $750,000. Such
                     closing fee shall be paid in immediately
                     available funds, shall be fully earned when
                     paid and shall not be refundable for any
                     reason whatsoever.

   * Letter of
     Credit Fees:    The Borrowers shall pay 1.50% times the
                     stated amount of each Commercial Letters of
                     Credit and 2.00% times the stated amount of
                     Standby Letters of Credit.

   * Fronting Fee
     and Documentary
     and Processing
     Charges Payable
     to L/C Issuer:  The Borrowers shall pay a fronting fee (i)
                     with respect to each Commercial Letter of
                     Credit, at a rate equal to 0.125% per annum,
                     computed on the amount of such Letter of
                     Credit, and payable upon the issuance
                     thereof, (ii) with respect to each Standby
                     Letter of Credit, at a rate equal to 0.125%
                     per annum, computed on the daily amount
                     available to be drawn under such Letter of
                     Credit and on a monthly basis in arrears.

   * Adequate
     Protection:     Solely to the extent of the diminution in the
                     value of the interests of the prepetition
                     secured lenders in the prepetition
                     collateral, the prepetition lenders shall
                     each have an allowed superpriority
                     administrative expense claim and adequate
                     protection liens.

                     The prepetition lenders will receive adequate
                     protection in the form of: (a) the current
                     payment of the reasonable documented out-of-
                     pocket costs and expenses of its financial
                     advisors and attorneys, (b) on the first day
                     of each calendar month, commencing May 1,
                     2014, cash interest at the Default Rate as
                     provided in the prepetition financing
                     agreements, (c) all products and proceeds of
                     the prepetition collateral and the DIP
                     collateral will be applied as follows: (x)
                     first, to reduce the prepetition ABL Debt
                     until paid in full, and (y) second, to reduce
                     the DIP Obligations until paid in full, and
                     (d) upon entry of the final order, payment
                     in full of the remaining Prepetition ABL
                     Debt.

   * Avoidance
     Actions:        The DIP Collateral includes claims and causes
                     of action arising under Section 549 of the
                     Bankruptcy Code that the Debtors may be
                     entitled to assert by reason of any avoidance
                     or other power vested in or on behalf of the
                     Debtors or the estates of the Debtors under
                     chapter 5 of the Bankruptcy Code.

                      About Coldwater Creek

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

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

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

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

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

The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.  Prime Clerk
maintains a web site at http://cases.primeclerk.com/coldwater


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

   Debtor                                    Case No.
   ------                                    --------
   Coldwater Creek Inc.                      14-10867
   One Coldwater Creek Drive
   Sandpoint, ID 83864

   Coldwater Creek U.S. Inc.                 14-10868
   One Coldwater Creek Drive
   Sandpoint, ID 83864

   Aspenwood Advertising, Inc.               14-10869

   Coldwater Creek The Spa Inc.              14-10870

   CWC Rewards Inc.                          14-10871

   Coldwater Creek Merchandising &           14-10872
   Logistics Inc.

   Coldwater Creek Sourcing Inc.             14-10873

   CWC Sourcing LLC                          14-10874

Type of Business: A multi-channel retailer --
                  http://www.coldwatercreek.com/-- that offers
                  its merchandise through retail stores across
                  the country, its catalog and its e-commerce
                  Web site.

Chapter 11 Petition Date: April 11, 2014

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

Judge: Hon. Brendan Linehan Shannon

Debtors' General    Douglas P. Bartner, Esq.
Counsel:            Jill Frizzley, Esq.
                    SHEARMAN & STERLING LLP
                    599 Lexington Avenue
                    New York, NY 10022
                    http://www.shearman.com
                    Tel: 212-848-4000
                    Fax: 646-848-8174
                    E-mail: dbartner@shearman.com
                           jfrizzley@shearman.com

Debtors' Local      Kenneth J. Enos, Esq.
Counsel:            Jaime Luton Chapman, Esq.
                    Pauline K. Morgan, Esq.
                    YOUNG CONAWAY STARGATT & TAYLOR, LLP
                    Rodney Square
                    1000 North King Street
                    Wilmington, DE 19801
                    Tel: 302 571-6600
                    Fax: 302-571-1253
                    E-mail: bankfilings@ycst.com

Debtors'            PERELLA WEINBERG PARTNERS LP
Investment
Banker:

Debtors'
Financial           ALVAREZ & MARSAL NORTH AMERICA, LLC
Advisor:            100 Pine Street, Suite 900
                    San Francisco, CA 94111
                    http://www.alvarezandmarsal.com
                    Tel: 415-490-2300
                    Fax: 415-837-1684
                    Attn: Scott Brubaker

Debtors' Notice     PRIME CLERK LLC
and Claims Agent:

Coldwater Creek Inc.'s
Total Assets:            $278.5 million as of Feb. 1, 2014

Coldwater Creek Inc.'s
Total Debts:             $361.3 million as of Feb. 1, 2014

The petitions were signed by John E. Hayes III, secretary and
general counsel.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Comenity Bank                      Contract claim     $-
One Righter Parkway
Suite 100
Wilmington, DE 19803
John J. Coane - President
Tel: 614-729-4000
Fax: 614-755-3175

Groupon                            Contract Claim     $-
600 West Chicago Ave.
Suite 620
Chicago, IL 60654
Attn: Eric Lefkofsky-CEO
Tel: 312-676-5773
Fax: 312-276-3231
E-mail: support@groupon.com

FTN Co Ltd ENC                     Trade Debt         $6,140,440
12th Floor, ENC Venture Dream
Tower 6-Cha 183-251
Guro 3-Dong
Guro-Gu
Seoul, 152-719
Korea
Lee In Gyon - CEO
Tel: 82-2-550-2800
Fax: 82-2-550-2841

Charter Ventures Limited           Trade Debt        $5,663,238
30-32 Kung Yip Street
Hong, Kong, Hong Kong
Irene Chan - General Manager
Tel: 852-2-2110337
Fax: 852-2-4226399

Orient Craft Ltd                   Trade Debt        $2,590,982
F-8, Ikhla Industrial Area,
Phase I
New Delhi, 110020
India
Mr. Sudhir Dhingra- Chairman
and managing director
Tel: 91-11-834-2042
Fax: 91-11-34-1110

Chinamine Trading Limited          Trade Debt        $2,390,577
No 1 Hung To Road
Floor 28, Suite 2802-2809
Kwun Tong, 890920
Hong Kong
Bu Ziming - Managing Director
Tel: 852-2357-0966
Fax: 852-2304-0662

Thyme                              Trade Debt        $2,214,113
c/o The Apparel Group Ltd.
883 Trinity Drive
Lewisville, TX 75056
John Liu - CEO
Tel: 214-469-3300
Fax: 212-328-1281

Concept Creator Fashion            Trade Debt        $2,211,109
Limited
27 F 28F Futura Plaza
111-113 How Ming Street
Kwun Tong,
Hong Kong
Peter T. Chung - Director
Tel: 852-2950-9788
Fax: 852-2790-6802

Gary Hong Kong Limited             Trade Debt        $1,921,114
31 Tai Yau Street
Kowloon, Hong Kong
Attn: Elaine Chan
Tel: 852-23265202
Fax: 852-23523379
E-mail: elaine@hnml.com.hk

Matrix Clothing Pvt Ltd.           Trade Debt        $1,676,352
Khandsa Road
Village Mohammadpur
Gurgaon, 122001
India
Mr. Gautam Nair- managing
Director
Tel: 91-124-4510500
Fax: 91-124-4510660

GTL Asia Limited                   Trade Debt        $1,470,652
No 658 Jin Zhong Road
Building No.3 Chang Ning
District Shangha, 200335
China
Jason Wang
Tel: 212-302-1418
Fax: 212-302-1412

INT Trading SA                     Trade Debt        $1,377,296
Calzada Roosevelt Oficina 17
C/D Torre
Luna Edificio Tikal Futura 22
43 Zona 11
Guatemala City 1011
Guatemala
Dae Young Kim - Gen. Manager
Tel: 502-22002600
Fax: 502-24403524

Quad/Graphics Inc.                 Trade Debt        $1,315,260
International Headquarters
N61 W23044
Harry's Way
Sussex, WI 53089
Attn: Legal Department
Bankruptcy Notices
Tel: 888-782-3226
Fax: 414-5664650
E-mail: qgraphics@qg.com

Esquel Enterprises Limited         Trade Debt        $1,296,297
12/F Harbour Centre
25 Harbour Road
Wanchai, Hong Kong
Lee Koon Lam - Global Sales
Managing Director
Tel: 852-2811-8077
Fax: 852-2960-6988

Lee and Co Ltd.                    Trade Debt       $1,286,254
Dowon Building
903-21 Deachi-Dong
Kangnam-Gu
Seoul, 135-280
Korea
Lee Doo Hyeong
Tel: 82-02-559-3700
Fax: 82-02-588-4231

United Parcel Service              Trade Debt        $1,220,237
55 Glenlake Parkway NE
Atlanta, GA 30328
Attn: Legal Department
Bankruptcy Notices
Tel: 800-742-5877
Fax: 404-828-6777

Pedone & Partner's Inc.            Trade Debt        $1,132,547
49 W. 27th Street
New York, NY 10001
Michael Pedone
Tel: 212-627-3300
Fax: 212-627-3966

Bureau of Customs                  Trade Debt        $936,247
1300 Pennsylvania Avenue
N.W. Washington DC 20229
R. Gil Kerlikoske-
Commissioner
Tel: 632-527-4237
Fax: 632-527-4537
E-mail: boc.commissioner@
customs.gov.ph;
boc.sitp@customs.gov.ph

Delta Global Sourcing Ltd.         Trade Debt        $908,315
3/F Fook Cheong Building
63 Hoi Yuen Road
Kwun Tong, Hong Kong
Chiu Lai Man - Director
Tel: 852-2152600
Fax: 852-21511155

A T Clayton & Co., Inc.            Trade Debt        $886,039
300 Atlantic Street
7th Floor Stamford, CT
06901
Attn: Legal Department
Bankruptcy Notices
Tel: 203-658-1200
Fax: 203-658-1201

Hop Shing Knitting Fact Co. Ltd.   Trade Debt       $866,906
2/F High Win, Flat G
Factory Building 47 Hoi
Yuen Road Kwun Tong
Kowloon, Hong Kong
Hansong Wang - Director
Tel: 852-23255998
Fax: 852-23255332

Fansky Industries Limited          Trade Debt       $852,651
118 Connaught Road West
RM2801, 28/F, Yat Chau Int'l
Plaza
Sai Ying Pun
Hong Kong, Hong Kong
Chong Ngai - managing director
Tel: 852-25597789
Fax: 852-28580335

Intimark S.A. de C.V.              Trade Debt       $784,288
Lote 13,14,15 A/N Conjuncto
Ixtlahuaca, 50740
Mexico
Dennis Rockwell - Sales Director
Tel: 52-712-1229999
Fax: 52-712-2831042

Poong In Trading Co. Ltd.          Trade Debt       $724,746
775 Gyeongin-Ro
Seoul, 150-972
Korea
Attn: President, General Counsel
Tel: 82-2-6309-4120
Fax: 82-2-549-8310

Kibble and Prentice Holding CL     Insurance        $720,630
Two Union Square                   Premium
601 Union St. Ste 1000
Seattle, WA 98101
Attn: Legal Department
Bankruptcy Notices
Tel: 206-441-6300
Fax: 206-441-6312
E-mail: info@kpcom.com

Yee Tung Garment Co. Ltd.          Trade Debt      $714,527
3-7/F Chiap Luen Ind Bldg.
Kwai Chung
Hong Kong
Attn: Legal Department
Bankruptcy Notices
Tel: 852-2211-0100
Fax: 852-2480-5358
E-mail: info@yeetung.com

GG International                    Trade Debt     $633,575
Manufacturing
192, Janchungdan-Ro
Seoul, 100-391
Korea
Junho Kim
Tel: 82-02-338-4706
Fax: 82-02-718-4706

Blossom Wealth Enterprises Ltd.     Trade Debt     $616,997
Blk 2/F Hoover Ind Bldg.
Kwai Chung, Hong Kong
William Tang - General Merchandising
Manager
Tel: 852-24892917
Fax: 852-24806568

Gokaldas Images PVT LTD              Trade Debt    $556,191
8 West 40th Street, 3rd Floor
New York, NY 10018
Attn: Legal Department
Bankruptcy Notices
Tel: 212-730-3950
Fax: 212-730-3970
E-mail: giusa@gokaldas.com

AUHC Denim Clothing Limited          Trade Debt    $533,650
23 Tai Yip Street
Hong Kong, Hong Kong
Attn: Frederick Chua (Director)
Tel: 852-21218942
E-mail: fred@auhcdenim.com


CORNERSTONE HOMES: Trustee Gets Court Approval to Sell Vehicles
---------------------------------------------------------------
The Chapter 11 trustee of Cornerstone Homes Inc. received approval
from U.S. Bankruptcy Judge Paul Warren to sell assets of the
company worth $18,000.

The assets will be sold to Richard and Lori Kennedy, former
employees of Cornerstone; Gary Murray, current employee of the
company; and Chuck Kieran, a subcontractor.

Sales will be consummated immediately after court approval except
in the case of the vehicles to be purchased by Mr. Kieran.  Titles
will not be transferred until all vehicles are paid in full.

Judge Paul Warren also authorized the bankruptcy trustee to sell a
2007 Pontiac G6 automobile for a price not less than $2,900.

                    About Cornerstone Homes

Cornerstone Homes Inc. is based in Corning, New York and is
engaged in the business of buying, selling and leasing single
family homes in the State of New York, with such properties
primarily located in the South Central and South Western portions
of the State.

Cornerstone Homes Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester
alongside a reorganization plan already accepted by 96 percent of
unsecured creditors' claims.

The Debtor disclosed assets of $18,561,028 and liabilities of
$36,248,526.  Four secured lenders with $21.8 million in claims
are to be paid in full under the plan.  Unsecured creditors --
chiefly noteholders with $14.5 million in claims -- will have a 7
percent recovery.

Judge Paul R. Warren presides over the case.  Curtiss Alan
Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink,
LLP, in Rochester, N.Y., serve as the Debtor's counsel.  The
Debtor has tapped GAR Associates to appraise a selection of its
properties to support the Debtor's liquidation analysis.

The Official Committee of Unsecured Creditors is represented by
Gregory J. Mascitti, Esq., at LeClairRyan PC.

Cornerstone Homes Inc. delivered to the Bankruptcy Court on Jan.
3, 2014, a First Amended Plan of Reorganization and explanatory
Disclosure Statement.  The Amended Plan supersedes the Plan
Cornerstone prepared prior to filing for bankruptcy.  The
prepetition plan only impaired holders of Class 5 and Class 6
claims. Both Class 5 and Class 6 voted to accept the plan.  No
hearing has been conducted to approve the prepetition disclosure
statement or confirm the prepetition plan.

The Debtor intends to liquidate properties over a period of time,
so as to achieve maximum recovery for the creditors while avoiding
a deleterious affect on the housing market.  The revised Plan
documents disclosed that roughly 400 of the Debtor's properties
are held subject to land contracts.  For success of the Plan, it
is imperative that land contract vendees remain in place and
continue to repay their obligations or obtain outside financing
and pay Cornerstone the full balance owed on their land contracts.
During the period between the Plan Effective Date and the
Distribution Date, the Debtor will assist land contract vendees in
obtaining outside financing which will result in funds available
to release secured debt and make Plan distributions.

The Plan provides for a distribution of $1 million as an
Unsecured Distribution Amount.  Owner David Fleet will pledge up
to $1 million to fund distributions under the Plan.  It also
provides for the distribution of the stock in the Reorganized
Debtor to holders of Allowed Unsecured Noteholder Claims under
Class 5.  The Class 5 Claimants are expected to receive 7% plus
distribution of stock on the Distribution Date.  The Claimants are
impaired and entitled to vote on the Plan.


CORNERSTONE HOMES: Seeks Court Approval to Sell New York Property
-----------------------------------------------------------------
The Chapter 11 trustee of Cornerstone Homes Inc. has filed a
motion seeking court approval to sell a real property located in
Steuben County, New York.

The property includes two separate parcels comprising
approximately 5.15 acres, plus a single family residence.

Cornerstone has received a non-contingent offer of $13,500.  There
are no known liens against the property and no realtor was
involved in bringing about the sale, according to the court
filing.

The bankruptcy trustee also seeks a court order authorizing the
payment of fees to his legal counsel, Place & Arnold, in the
amount of $500.

U.S. Bankruptcy Judge Paul Warren will hold a hearing on May 1 to
consider approval of the proposed sale.

                    About Cornerstone Homes

Cornerstone Homes Inc. is based in Corning, New York and is
engaged in the business of buying, selling and leasing single
family homes in the State of New York, with such properties
primarily located in the South Central and South Western portions
of the State.

Cornerstone Homes Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester
alongside a reorganization plan already accepted by 96 percent of
unsecured creditors' claims.

The Debtor disclosed assets of $18,561,028 and liabilities of
$36,248,526.  Four secured lenders with $21.8 million in claims
are to be paid in full under the plan.  Unsecured creditors --
chiefly noteholders with $14.5 million in claims -- will have a 7
percent recovery.

Judge Paul R. Warren presides over the case.  Curtiss Alan
Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink,
LLP, in Rochester, N.Y., serve as the Debtor's counsel.  The
Debtor has tapped GAR Associates to appraise a selection of its
properties to support the Debtor's liquidation analysis.

The Official Committee of Unsecured Creditors is represented by
Gregory J. Mascitti, Esq., at LeClairRyan PC.

Cornerstone Homes Inc. delivered to the Bankruptcy Court on Jan.
3, 2014, a First Amended Plan of Reorganization and explanatory
Disclosure Statement.  The Amended Plan supersedes the Plan
Cornerstone prepared prior to filing for bankruptcy.  The
prepetition plan only impaired holders of Class 5 and Class 6
claims. Both Class 5 and Class 6 voted to accept the plan.  No
hearing has been conducted to approve the prepetition disclosure
statement or confirm the prepetition plan.

The Debtor intends to liquidate properties over a period of time,
so as to achieve maximum recovery for the creditors while avoiding
a deleterious affect on the housing market.  The revised Plan
documents disclosed that roughly 400 of the Debtor's properties
are held subject to land contracts.  For success of the Plan, it
is imperative that land contract vendees remain in place and
continue to repay their obligations or obtain outside financing
and pay Cornerstone the full balance owed on their land contracts.
During the period between the Plan Effective Date and the
Distribution Date, the Debtor will assist land contract vendees in
obtaining outside financing which will result in funds available
to release secured debt and make Plan distributions.

The Plan provides for a distribution of $1 million as an
Unsecured Distribution Amount.  Owner David Fleet will pledge up
to $1 million to fund distributions under the Plan.  It also
provides for the distribution of the stock in the Reorganized
Debtor to holders of Allowed Unsecured Noteholder Claims under
Class 5.  The Class 5 Claimants are expected to receive 7% plus
distribution of stock on the Distribution Date.  The Claimants are
impaired and entitled to vote on the Plan.


CUI GLOBAL: Two Directors Elected at Special Meeting
----------------------------------------------------
Paul D. White and Robert J. Evans were appointed interim directors
at the April 2, 2014, special meeting of the CUI Global Board of
Directors, to serve until the next annual meeting of shareholders
or until his or her successor will have been elected and
qualified.  These two appointees qualify as "independent" in
accordance with applicable rules promulgated by the Securities and
Exchange Commission and within the meaning of Rule 5605(a)(2) of
the NASDAQ Stock Market.  Robert J. Evans was appointed as the
third independent member of the Audit Committee and Paul D. White
was appointed as an independent member of the Compensation
Committee.

Mr. White, age 53, is a graduate of Humboldt State University and
brings to the CUI Global board over 25 years of upper level
business management skills.  Mr. White currently serves as vice
president of the Healthcare Division for North America of a global
security company.  His responsibilities include direct P & L
statements of $120 million, along with management, control, and
supervision of approximately 3,000 employees working at 44 Medical
Centers & Hospitals and over 600 Medical Office Buildings
throughout the United States.  He also serves as the company's
subject matter expert for North America.  He previously served in
the Office of the General Counsel and Risk Services, as an
Environmental Risk Consultant with Sutter Health Support Services
? Corporate Services.  His key responsibilities included:
formulating best practice solutions to minimize/eliminate existing
and potential employee health & safety and security exposures as
well as consultations of state, federal, and professional
standards for Risk Control/Environmental Health & Safety programs
such as OSHA, TJC, DHS, EPA, NFPA, and DOT.

As a results oriented business leader with achievement in
developing, managing and expanding business portfolios, with
expertise at senior management level in healthcare safety,
security and risk management programs in complex matrix
organizations, Mr. White has senior management experience in
contract management, public relations, program strategy and design
and has been consistently recognized for effective financial
management, leadership, integrity, team-building, and program
management skills.

Mr. Evans, age 49, has more than 20 years of investment and
financial management experience.  He is the founder of Pennington
Capital, a private investment fund, and has served as its managing
partner since 2010.  Prior to forming Pennington Capital, Mr.
Evans was a co-founder and one of the managing partners of Craig-
Hallum Capital Group, which is an institutional research boutique
and investment banking firm.  Prior to joining Craig-Hallum in
1998, Mr. Evans has served as senior research analyst for other
Minneapolis-based investment banking firms.  In addition, he has
prior analyst experience with US Bank and Thomson Corporation.
Mr. Evans is a CFA and holds an MBA from the Carlson School of
Management at the University of Minnesota.

                          About CUI Global

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

CUI Global incurred a net loss allocable to common stockholders of
$2.52 million in 2012, a net loss allocable to common stockholders
of $48,763 in 2011 and a net loss allocable to common stockholders
of $7.01 million in 2010.  The Company's balance sheet at Sept.
30, 2012, showed $36.61 million in total assets, $11.79 million in
total liabilities and $24.82 million in total stockholders'
equity.


DECISIONPOINT SYSTEMS: BDO USA Has Going Concern Doubt
------------------------------------------------------
DecisionPoint Systems, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the year
ended Dec. 31, 2013.

BDO USA, LLP, expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has a history of losses, working capital deficit, capital deficit,
minimal liquidity and other factors.

The Company reported a net loss of $5.22 million on $60.69 million
of revenue in 2013, compared with a net loss of $3.87 million on
$71.5 million of revenue in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $31.32
million in total assets, $32.2 million in total liabilities, and a
stockholders' deficit of $0.87 million.

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

                        http://is.gd/CCbpNX

Irvine, Calif.-based DecisionPoint Systems, Inc., empowers the
mobile workforce to enhance customer satisfaction and accelerate
business growth.  They accomplish this by making enterprise
software applications accessible to the front-line mobile worker
anytime, anywhere.  DecisionPoint combines its industry leading
software products, application development capabilities,
deployment and support services with the latest wireless, and
mobile technologies.


DETROIT, MI: Will Sell New Sewer Bonds in the Midst of Bankruptcy
-----------------------------------------------------------------
Caitlin Devitt, writing for The Bond Buyer, reported that the
Detroit Water and Sewerage Department plans to come to market with
$150 million of new-money sewer bonds in June.

According to the report, the deal is planned despite existential
questions about the water and sewer system's future amid Detroit's
bankruptcy.  The Michigan Finance Authority will act as the
conduit on the deal, the report said.  Proceeds will finance
capital improvements for the year.

A restructuring of the system's outstanding $4 billion of debt
could also be on the horizon as a consequence of Detroit's Chapter
9 proceedings, the report related.  The Michigan Department of
Treasury has issued a request for proposals seeking underwriters
for the deal.

                 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: Wins Judge's Nod for Contract Settlement
-----------------------------------------------------
Mary Williams Walsh, writing for The New York Times' DealBook,
reported that a federal judge on April 11 approved the City of
Detroit's latest attempt to extricate itself from some long-term
financial contracts that have been costing it tens of millions of
dollars a year, holding up its settlement as an example of ?the
very spirit of negotiation and compromise? that he hoped other
creditors would follow.

According to the report, Judge Steven W. Rhodes of United States
Bankruptcy Court for the Eastern District of Michigan ruled that
Detroit could proceed with a plan to pay $85 million to UBS and
Bank of America over several months to terminate the financial
contracts, known as interest-rate swaps. The city entered into the
swaps in 2005 as part of a transaction that was supposed to help
finance pensions.

Under the terms of the new settlement, the two banks agreed to
back Detroit's overall plan of adjustment, which is critical for
the city's push to resolve its bankruptcy by early fall, the
report related.  Municipal bankruptcy rules say that if one class
of impaired creditors votes to approve the city's plan of debt
adjustment, the judge may be able to impose the terms forcibly on
everybody else.

The state law that put Detroit under emergency management is
scheduled to expire in September, the report further related.
There are concerns that the case will end up in a hopeless
quagmire if creditors continue to fight settlement proposals and
the bankruptcy remains unresolved by the time the emergency
manager, Kevyn D. Orr, ends his term.

The judge's decision gives Detroit leverage to seek negotiated
settlements with other creditors, although stiff opposition still
remains, the report said.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DEWEY & LEBOEUF: Judge Allows Discovery to Proceed in Bankruptcy
----------------------------------------------------------------
Christine Simmons, writing for New York Journal, reported that
bankruptcy attorneys representing two of the criminally charged
former Dewey & LeBoeuf leaders lost a bid to stay discovery of a
trustee and a creditor's suit against their clients, as Southern
District Bankruptcy Judge Martin Glenn made his intent clear.

"I'm not going to wait three years for a criminal case to be
disposed of" while civil cases in the bankruptcy court sit, Judge
Glenn said, the report related.  "It seems to me discovery should
move forward."

Judge Glenn said he would not require Joel Sanders, Dewey's former
chief financial officer or Stephen DiCarmine, the former executive
director, to be deposed for now, but he said they won't "get a
free pass" for document production, the report further related.


The judge, however, approved a request by creditor ePlus to amend
its complaint to reflect "recent disclosures in criminal and civil
proceedings arising from the failure of Dewey & LeBoeuf."
Sanders and DiCarmine, along with the firm's ex-chairman, Steven
Davis, and former client relations manager Zachary Warren were
indicted earlier this month by the Manhattan District Attorney for
their role in an alleged scheme to defraud and steal from
investors and others. The Securities and Exchange Commission has
also filed a civil fraud complaint against Sanders, DiCarmine,
Davis and two other former officials at Dewey.


DIAMOND RESORTS: Moody's Hikes Corporate Family Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service upgraded Diamond Resorts Corporation's
(DRC) Corporate Family Rating (CFR) to B2 from B3, Probability of
Default Rating (PDR) to B2-PD from B3-PD, and senior secured note
rating to B2 (LGD3, 48%) from B3 (LGD3, 49%). In addition, Moody's
assigned a B2 (LGD3, 48%) rating to the proposed $440 million
guaranteed senior secured term loan and $25 million guaranteed
senior secured revolver of Diamond Resorts International
Inc.(DRII). The outlook is stable.

"The upgrade to B2 was driven by the material improvement in
vacation interest sales and steady improvement in management and
member services that has resulted in material earnings improvement
and stronger debt protection metrics" stated Bill Fahy, Moody's
Senior Credit Officer. The upgrade also reflects Moody's
expectation that these trends will continue. During 2013, DRC was
able to drive an increase in its number of tours and sales price
per transaction to drive higher earnings. This is due in part to a
change in selling strategy that focuses on selling larger point
packages. Improved operating performance and lower debt levels
resulted in debt to EBITDA of under 5.0 times and EBIT to interest
of over 1.5 times for the twelve month period ending December 31,
2013.

Proceeds from the proposed $445 million term loan will be used to
repay $374 million that remains outstanding under the company's
senior secured notes, about $18 million of other loans as well as
prepayment penalties and general corporate purposes. Upon the
successful completion of the re-financing Moody's will assign a B2
Corporate Family Rating and B2-PD Probability of Default Rating to
DRII and withdraw the CFR, PDR and secured note ratings at DRC.
Moody's will also likely assign an SGL-2 Speculative Grade
Liquidity Rating to DRII when the transaction closes. The outlook
is stable.

Ratings Rationale

Ratings upgraded are:

  Diamond Resorts Corporation:

     Corporate Family Rating to B2 from B3

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

     $425 million guaranteed senior secured notes due 2018,
     raised to B2 (LGD3, 48%) from B3 (LGD3, 49%)

Ratings assigned are;

Diamond Resorts International Inc.;

     $25 million guaranteed senior secured revolver due 2019
     rated B2 (LGD3, 48%)

     $445 million guaranteed senior secured term loan due 2021
     rated B2 (LGD3, 48%)

The B2 Corporate Family Rating (CFR) considers DRC's relatively
high leverage, modest scale in terms of revenues, narrow business
focus, and risks common to the timeshare business. These risks
include the need to extend credit to purchasers of vacation
ownership intervals and a dependence on the receivable
securitization market so that capital can be recycled and made
available to support future sales activity.

Positive rating consideration is given to the favorable working
capital characteristics and relatively stable cash flow of DRC's
hospitality and management services business which represented
about 23% of DRC's consolidated revenue for the year-ended
December 31, 2013. The company's hospitality and management
services business is based on contracts that are structured on a
cost-plus basis and typically paid in advance. The ratings also
consider the material reduction in interest expense if the re-
financing is successfully completed as proposed.

The stable outlook reflects Diamond's significant improvement in
operating performance -- predominantly in Vacation Interest Sales
-- that has resulted in stronger debt protection metrics and
Moody's view that earnings should gradually improve despite soft
consumer spending.

Factors that could result in an upgrade include sustaining the
improvement in operating performance, particularly VOI sales and
management services, and lower debt levels. Specifically, a higher
rating would require debt to EBITDA well below 5.0 times and EBIT
to interest migrating toward 2.5 times on a sustained basis. A
higher rating would also require good liquidity.

Ratings could be lowered if a steady decline in the number or
value of closed transactions or tours resulted in a sustained
deterioration in earnings and cash flows. Specifically, the
ratings could be downgraded if leverage on a debt to EBITDA basis
migrates towards 6.0 times or EBIT coverage of gross interest does
not exceed 1.25 times. The ratings could also be downgraded if
liquidity were to deteriorate for any reason.

Diamond Resorts Corporation (DRC) is a vacation ownership company
that specializes in the timeshare business as well as the
hospitality and management services business. The company has
revenues of about $730 million.


DIGERATI TECHNOLOGIES: Sale-Based Chapter 11 Plan Confirmed
-----------------------------------------------------------
Digerati Technologies, Inc. on April 10 reported that it received
court approval of its Chapter 11 Plan of Reorganization.  The Plan
provides for the sale of the Company's two oilfield services
subsidiaries, Dishon Disposal, Inc. and Hurley Enterprises, Inc.

Under the court-approved restructuring plan, Digerati will
eliminate approximately $63 million in debt through the sale of
Dishon and Hurley and emerge from Chapter 11 Bankruptcy as a
"leaner" reorganized company that will continue its cloud
communication business.  The restructuring plan provides for any
surplus value from the sale of Dishon and Hurley to be distributed
to the reorganized Digerati and to creditors affiliated with the
former owners of Dishon and Hurley.

Other material features of the Plan include an increase in the
authorized common stock of the Company, the addition of two
members to the Company's Board of Directors, and establishment of
a Grantor Trust and Disbursing Agent responsible for distribution
of the proceeds from the sale of Dishon and Hurley and any
retained litigation claims, as specified in the Plan.

Pursuant to the Plan, Mr. James J. Davis and Mr. William E.
McIlwain were appointed as directors of the Company.  Mr. Arthur
L. Smith will continue as a director, President and CEO and
Mr. Antonio Estrada will continue as CFO.

Mr. Davis is a seasoned financial executive with more than 40
years experience in domestic and international energy and
industrial companies.  He began his career with Gulf Oil
Corporation.  After serving in various domestic and international
treasury positions, Mr. Davis moved on to MAPCO Inc. and then to
Parker Drilling Company where he served as SVP of Finance and CFO
until 2002.  After a short term with a private equity investment
firm, he became CFO of CapRock Communications. In 2009, he joined
Express Energy Services as CFO.  Mr. Davis retired from Express in
2013 and is now a private investor and director of a not-for-
profit organization.  Mr. Davis holds a BS degree in Mechanical
Engineering from the University of Colorado and a MS degree in
Industrial Administration from Purdue University.  Mr. Davis holds
a CPA certificate in the State of Oklahoma.

Mr. McIlwain is co-founder of Gary Greene Realtors which he, along
with his partner, built to become the largest and most productive
real estate company in Houston, Texas and the 50th largest in the
United States.  In 2000, Prudential Real Estate Services provided
a leveraged buyout and the company was sold to become Prudential
Gary Greene Realtors.  Mr. McIlwain remained a partner until
October 31, 2004 when he sold his interest and retired from the
real estate business.  Since that time, he has been involved in
commercial real estate site location and sales and more recently
in industrial pipe sales throughout the southern United States.
His professional career included director of the Houston
Association of Realtors (HAR); chairman of the HAR professional
standards committee; chairman of the HAR economic development
committee; HAR MLS committee; HAR secretary-treasurer; director of
the Texas Association of Realtors; five terms on the advisory
board of the Better Homes and Gardens Real Estate Service; one
term on the national advisory council for Prudential Real Estate
Affiliates; member of the Prudential Relocation Advisory Council;
director of the Greater Houston Builders Association; member of
the USAA Real Estate Advisory Board; director of the National
Association of Realtors; and past Platinum Broker Member of the
Cendant Mobility Broker Network.

Mr. Arthur L. Smith, CEO, stated, "The Company has emerged with a
clean capital structure and healthier balance sheet while adding
seasoned experience to its board of directors.  In addition to
revitalizing our core cloud communication business, we intend to
regain compliance with our SEC reporting while working diligently
towards increasing shareholder value."

Dishon Disposal, Inc. and Hurley Enterprises, Inc. are both
located in the Bakken region of North Dakota and Montana, one of
the most important oil fields in the world today.  Dishon Disposal
Inc. is a waste disposal facility with a 25 year track record,
focusing on solid and liquid wastes from oil field and drilling
processes.  Hurley Enterprises, Inc. is an oil field support
services company that functions as a drilling site service
company, providing skid houses, telecommunication services,
booster booths, Porta-Potties, generators, potable water, and mess
halls in service to many of the major drilling contractors and oil
companies in the Bakken region.

                 About Digerati Technologies, Inc.

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

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

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

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

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


DYNAVOX INC: Section 341(a) Meeting Scheduled for May 5
-------------------------------------------------------
A meeting of creditors in the bankruptcy cases of DynaVox Inc.,
DynaVox Systems Holdings LLC and DynaVox Intermediate LLC will be
held on May 5, 2014, at 11:00 am, at J. Caleb Boggs Federal
Building, 844 King Street, Wilmington, DE 19801, Room 2112.

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

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

                        About Dynavox Inc.

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

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


EFUSION SERVICES: Dismissal Stayed Pending Dispute Resolution
-------------------------------------------------------------
According to the minutes of a recent hearing on a discovery
dispute in connection with the joint motion of creditors McCann,
Dorsey and Maley to dismiss the Chapter 11 case of eFusion
Services, LLC, the Bankruptcy Court said the Dismissal motion will
be held in abeyance pending final resolution of the discovery
dispute.

The parties are to file a joint status report by May 16, 2014,
identifying which forum the Debtor filed the action to adjudicate
the disputed matter.  If the Debtor fails to file an action within
the time period, either party may file a motion with the
Bankruptcy Court to reschedule a hearing on the motion to dismiss
and the Debtor's objection thereto.  If the Debtor timely files an
action, the parties must notify the Bankruptcy Court immediately
upon final resolution of the dispute by the other forum.

As reported in the Troubled Company Reporter on April 3, 2014, the
Court scheduled an April 10 evidentiary hearing.

As reported in the TCR on March 5, 2014, the Debtor objected to
the motion to dismiss, stating that it did not file for bankruptcy
to stop any efforts of the creditors MDM as MDM was not engaged in
any efforts to foreclose on their collateral; did not file the
petition in bad faith, especially when compared to MDM's bad faith
conduct; and will prove so at a full hearing.

In February 2014, the creditors said the Debtor has no debts to
reorganize and no business to rehabilitate.  According to the
creditors, the Debtor is a holding company with no cash, no
income, no ability to generate income, nine creditors, no money to
pay its counsel only one month into this case.  This case was
filed in bad faith for the benefit of the Debtor's majority owner,
eFusion Management and its principal Paul Lufkin so that they
could attempt to salvage a deal they failed to close for almost a
year.

Daniel J. Garfield, Esq., at Foster Graham Milstein & Calisher
LLP, counsel of the creditors, said the creditors and the Debtor
agreed in December 2012 that the Debtor would purchase companies
for $35 million and pay Dorsey and McCann $27 million by February
2013.  Despite multiple extensions of the payment deadline, the
Debtor failed to raise any funds, and Dorsey and McCann exercised
their right to terminate the purchase.  The Debtor now claims that
no termination occurred and asserts that Dorsey and McCann were
not truthful concerning the finances of the companies.  This
dispute, above all other facts, explains the Debtor's bad faith
petition, Mr. Garfield said.

                    About eFusion Services LLC

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

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


EMPIRE DIE: Court Okays Name Change to "E.D.C. Liquidating"
-----------------------------------------------------------
The Bankruptcy Court authorized Empire Die Casting Co., Inc. to
change case caption to reflect E.D.C. Liquidating, Inc. (formerly
known as Empire Die Casting Co, Inc.

On Dec. 19, 2013, the Court approved the sale of substantially all
of the Debtor's assets to American Light Metals, LLC, the designee
of SRS International Holdings Inc., the successful bidder at the
Dec. 18 auction.  In connection with the sale, the Debtor sold its
name, Empire Die Casting Co, Inc., to ALM.  The sale closed on
Dec. 31, 2013.

The SRS unit initially offered $10.75 million for the assets and
served as stalking horse bidder.  At the auction, SRS outbid two
other firms by raising its offer to $12.25 million plus assumption
of certain capital lease obligations.

                      About Empire Die

Macedonia, Ohio-based Empire Die Casting Co., Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ohio Case No. 13-52996) on Oct. 16, 2013.  The Debtor estimated
assets of $10 million to $50 million and liabilities of $1 million
to $10 million.  The petition was signed by Robert Hopkins,
president.

The case is before Judge Marilyn Shea-Stonum.  The Debtor is
represented by Marc B. Merklin, Esq., and Kate M. Bradley, Esq.,
at Brouse McDowell, LPA, in Akron, Ohio.

The Official Committee of Unsecured Creditors is represented by
Freeborn & Peters LLP.

FirstMerit Bank, N.A. is represented by Scott N. Opincar, Esq., at
McDonald Hopkins LLC, in Cleveland, Ohio.


EMPIRE DIE: Taps Bruner-Cox to Prepare Federal Income Tax Return
----------------------------------------------------------------
E.D.C. Liquidating, Inc., formerly known as Empire Die Casting Co,
Inc., asks Bankruptcy Court for permission to employ Bruner-Cox,
LLP as tax preparation accountants.  Bruner-Cox will prepare
federal income tax and resident state (Ohio) income tax returns
plus additional tax returns, if any.

William S. Choler, a partner at Bruner-Cox, tells the Court that
the firm agreed to render services for a flat fee of $5,000, plus
reimbursement of actual, necessary expense.

As of the Petition Date, Bruner-Cox was owed approximately $8,100
for accounting services rendered.  Bruner-Cox has agreed to waive
the prepetition claim in its entirety.

Mr. Choler assures the Court that Bruner-Cox will conduct
continuing inquiries into any matters which would affect its
disinterested status, and will promptly file a supplemental
statement setting forth the results of that inquiry if additional
disclosure is required.

                      About Empire Die

Macedonia, Ohio-based Empire Die Casting Co., Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ohio Case No. 13-52996) on Oct. 16, 2013.  The Debtor estimated
assets of $10 million to $50 million and liabilities of $1 million
to $10 million.  The petition was signed by Robert Hopkins,
president.

The case is before Judge Marilyn Shea-Stonum.  The Debtor is
represented by Marc B. Merklin, Esq., and Kate M. Bradley, Esq.,
at Brouse McDowell, LPA, in Akron, Ohio.

The Official Committee of Unsecured Creditors is represented by
Freeborn & Peters LLP.

FirstMerit Bank, N.A. is represented by Scott N. Opincar, Esq., at
McDonald Hopkins LLC, in Cleveland, Ohio.

On Dec. 19, 2013, the Court approved the sale of substantially all
of the Debtor's assets to American Light Metals, LLC, the designee
of SRS International Holdings Inc., the successful bidder at the
Dec. 18 auction.  In connection with the sale, the Debtor sold its
name, Empire Die Casting Co, Inc., to ALM.  The sale closed on
Dec. 31, 2013.

The SRS unit initially offered $10.75 million for the assets and
served as stalking horse bidder.  At the auction, SRS outbid two
other firms by raising its offer to $12.25 million plus assumption
of certain capital lease obligations.  Marc Merklin, Esq., at
Brouse McDowell LPA, represents SRS.


ENERGY FUTURE: Debt Prices Rise on Bankruptcy Negotiations
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that bonds of Texas power plant owner Energy Future
Holdings Corp. jumped in price last week on announcement of
progress in talks to avoid a protracted bankruptcy.

           About Energy Future Holdings, fka TXU Corp.

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

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

                Restructuring Talks With Creditors

In April 2013, Energy Future and its affiliates confirmed in a
regulatory filing that they are in restructuring talks with
certain unaffiliated holders of first lien senior secured claims
concerning the Companies' capital structure.

Energy Future has retained Kirkland & Ellis LLP and Evercore
Partners to advise the Companies with respect to the potential
changes to the Companies' capital structure and to assist in the
evaluation and implementation of other potential restructuring
options.

The Creditors have retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Millstein & Co., L.P. to advise the Creditors and
to assist in the Creditors' evaluation of potential restructuring
options involving the Companies.

According to a Wall Street Journal report, people familiar with
the matter said Apollo Global Management LLC, Oaktree Capital
Management, Centerbridge Partners and GSO Capital Partners, the
credit arm of buyout firm Blackstone Group LP, all hold large
chunks of Energy Future's senior debt.  Many of these firms belong
to a group being advised by Jim Millstein, a restructuring expert
who helped the U.S. government revamp American International Group
Inc.  The Journal said Apollo enlisted investment bank Moelis &
Co. for additional advice to ensure it gets as much attention as
possible on the case given its large debt holdings.


EXIDE TECHNOLOGIES: Regulator Won't Extend Compliance Deadline
--------------------------------------------------------------
The South Coast Air Quality Management District's Hearing Board
(AQMD) has denied Exide Technologies' request for a limited
extension of time to comply with a new ?negative pressure?
operational standard contained within recently amended air quality
regulations (Rule 1420.1) that govern the Company's Vernon, CA
battery recycling facility.

On February 7, 2014, the Company initiated two separate
proceedings: (1) a Petition for Variance before the SCAQMD Hearing
Board, requesting a delay of the negative pressure requirement
until December 31, 2014, and (2) a Writ of Mandamus in Superior
Court of Los Angeles County, seeking to invalidate the negative
pressure requirement of Rule 1420.1.  Additionally, on February
21, 2014, the Company filed a request for a preliminary injunction
that would temporarily suspend the April 10, 2014 deadline until
such time as the Superior Court could conduct a trial on the Writ
of Mandamus.

On April 7, 2014, the Honorable Allan J. Goodman denied Exide's
request until a trial on the legality of the rule could be held.

In both proceedings, Exide only sought relief from the April 10,
2014 deadline by which Exide's furnaces must meet a new
operational standard -- operating under ?negative pressure? --
citing the need for time to design, engineer, permit, install and
test new equipment needed to achieve the standard. Importantly,
Exide did not challenge the emissions limits in the new rule and
the Company remains committed to meeting the new limits.

As a result of these two decisions, the Company is prevented from
fully operating the Vernon facility until such time as it can
design, engineer, permit, install and test new equipment needed to
achieve the standard. The Company currently estimates the full
operation of the furnaces under continuous negative pressure will
not occur until December 2014 should the Company decide to
proceed.

Exide is reviewing the AQMD Hearing Board's decision, and Judge
Goodman's ruling, and considering next steps. As Exide continues
to evaluate the Company's alternatives regarding future operations
at the Vernon, CA recycling facility, the Company is establishing
arrangements with third party recyclers to provide tolling and is
also negotiating additional purchases to satisfy lead
requirements, both of which will allow the Company to continue
operations in the ordinary course.

Exide continues to work with AQMD, and other local and state
regulators on a long term operational plan for its Vernon
recycling plant. Pursuant to its risk reduction plan which was
recently approved by the AQMD, the Company has committed to invest
more than $5 million over the next two years to upgrade the Vernon
facility, bringing its total environmental and public health
investments to more than $20 million since 2010. Previously
completed upgrades to the facility have already achieved a plant-
wide 95% reduction of arsenic emissions, which has been maintained
since April 2013.

The Company currently estimates that the negative annual earnings
impact from the alternative lead supply is in the range of $15
million to $38 million, depending upon the source of supply.
However, the Company cannot be certain whether these rulings will
have any further adverse impacts on its business, financial
condition, cash flows, and results of operations.

                  About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick and Company Inc. as public relations consultant
and GCG as claims agent.  Schnader Harrison Segal & Lewis LLP was
tapped as special counsel.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors.  Geosyntec Consultants was
tapped as environmental consultants to the Committee.

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.


FAIRMONT GENERAL: Board of Directors Approve Alecto Bid
-------------------------------------------------------
The Associated Press reported that Fairmont General Hospital's
board of directors has approved a bid by Alecto Healthcare
Services to become a strategic partner.  According to the report,
the hospital's general counsel, Michael Garrison, said Alecto
would buy the hospital's assets, take over its operation and work
with the staff to operate, improve and maintain it.  The deal is
subject to Bankruptcy Court approval.

            About Fairmont General Hospital Inc.

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

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

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

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

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

The Debtors are engaged in the process of locating a buyer or
strategic partner for the hospital, through the Debtors'
investment bankers.  The Debtors believe that by the end of
March 2014 that process will be complete and a plan can be filed.

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


FINJAN HOLDINGS: Three New Directors Appointed
----------------------------------------------
Finjan Holdings, Inc., appointed three new members, Glenn Daniel,
Harry Kellogg and Michael Southworth, to its Board of Directors,
effective as of April 4, 2014, which increases the size of the
Company's Board from five to eight directors.  All three new Board
members will serve as independent directors, and Messrs. Daniel
and Southworth will serve as members of the Company's Audit
Committee in addition to other Board duties.  Mr. Daniel will also
serve as a member of the Company's Compensation Committee.

Mr. Glenn Daniel was formerly a managing director at the global
investment bank Houlihan Lokey, where he was head of Houlihan
Lokey's San Francisco office for 15 of his 25 years with the firm.
During this time, he advised Boards of Directors and Independent
Committees of technology companies on fairness, valuation, and
other financial matters in M&A and securities transactions.  Mr.
Daniel has deep experience with litigation in financial disputes,
having testified as a financial expert in more than 25 cases in
State, Federal, and Bankruptcy Court.  He previously held
positions with Moody's Investors Service and Lehman Brothers.  Mr.
Daniel holds a Bachelor of Arts in German & Economics and a Master
of Science in Finance from the University of Wisconsin, Madison.
He is a Chartered Financial Analyst (CFA) and a member of the CFA
Institute.

Mr. Harry Kellogg was previously vice chairman of the Board of
Silicon Valley Bank and Head of Strategic Relationships for SVB
Financial Group.  He was responsible for overseeing SVB Financial
Group?s venture capital, private equity, private banking and
premium wine activities.  Kellogg joined Silicon Valley Bank in
1986 as senior vice president of the Technology Division.  Prior
to joining Silicon Valley Bank, he was the group manager of
Corporate Banking at Bank of the West for five years and started
that bank's technology lending group.  He was also with Wells
Fargo Bank for 13 years, including four years in the Wells Fargo
Special Industries Group, a high-tech lending unit within Wells
Fargo Bank.  Mr. Kellogg is and has been actively involved in many
civic and industry organizations, serving on many of their boards
and advisory boards.  These include: TechNet, Joint Venture:
Silicon Valley Network, Financial Executives International,
Stanford Institute for Economic Policy Research, The Computer
History Museum, California/Israel Chamber of Commerce,
Nollenberger Capital Partners, The Tuck Center for Private Equity
and Entrepreneurship, Pacific Community Ventures and Grameen Bank.
Mr. Kellogg is an emeritus board member of the Technology Museum
of Innovation.  In 2001, he was named one of Upside Magazine's
"100 People Who Changed Our World."  Mr. Kellogg holds a Bachelor
of Science Degree in Business Administration & Finance from San
Jose State University.

Mr. Michael Southworth is the chief financial officer at Contact
Solutions LLC, a leading provider of cloud-based and mobile
customer self-service solutions.  He led Contact Solutions'
business transformation, including strategy planning, risk
mitigation, executive recruitment and change management.  For over
two decades, Mr. Southworth has directed companies from the start-
up phase through major periods of growth, and has been behind over
$100 million in private equity and debt financing.  Previously,
Mr. Southworth was senior vice president of Global Wireless
Solutions at Corning.  Prior to Corning, he held senior financial
roles at a number of technology companies including MobileAccess
Networks, Lucent Technologies, and Chromatis.  Mr. Southworth
holds a Bachelor of Science, Biology, Business concentration, from
the University of California at Berkeley.  He is a Certified
Public Accountant in the State of California.

Appointments of Committee Chairs

The Company also announced that the Board of Directors has
appointed Eric Benhamou, a current director, as Chairman of the
Board's Audit Committee, and Michael Eisenberg, a current
director, as Chairman of the Board's Compensation Committee.
Daniel Chinn, a current director, remains Chairman of the Board's
Nominating and Corporate Governance Committee.

Directors Compensation

On April 4, 2014, the Board approved the following director
compensation for Glenn Daniel, Harry Kellogg and Michael
Southworth, the new directors, and Eric Benhamou, the new Chair of
the Audit Committee:

   * $65,000 annual director fee, payable in arrears in four equal
     quarterly installments on the last day of each fiscal quarter
     during which a director serves as a member of the Board;
     provided, however, that each such installment shall only be
     paid if such director served as such during the entire fiscal
     quarter with respect to which such installment is payable;

   * $17,500 annual fee to members of the Audit Committee, payable
     in arrears on the last day of each fiscal year during which
     such director served as a member of the Audit Committee;

   * $10,000 annual fee to the Chairman of the Audit Committee,
     payable in arrears on the last day of each fiscal year during
     which such Chairman served as the Chairman of the Audit
     Committee; and

   * Subject to shareholder approval of the Company's 2014
     Incentive Compensation Plan, a grant of restricted stock
     units to each non-executive director, such RSUs to (i)
     represent a number of shares of the common stock equal to
     $100,000, divided by the closing sales price of the common
     stock on the date of grant, rounded to the nearest whole
     share, to vest in accordance with the following vesting
     schedule: one-third of the RSUs to vest on the one year
     anniversary of the grant date, and an additional 8.33 percent
     of the RSUs to vest every three calendar months thereafter.

                             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 CONNECTICUT: Gets Approval to Settle Dispute with Proskauer
-----------------------------------------------------------------
First Connecticut Holding Group, LLC IV received court approval
for a deal that would resolve its dispute with Dale Schreiber and
his law firm Proskauer Rose, LLP.

Under the deal, Mr. Schreiber and the law firm are required to
make payment to settle the claims asserted by First Connecticut
and several others in a lawsuit they filed before the Superior
Court of New Jersey.

Upon payment, Mr. Schreiber and his law firm will be discharged
and released from all claims of any nature, including those that
may be asserted by First Connecticut.

First Connecticut did not disclose how much it would receive under
the settlement agreement.  A full-text copy of the agreement is
available without charge at http://is.gd/jPpzQO

The recovery, although not essential to consummation of First
Connecticut's Chapter 11 reorganization plan, will "materially
aid" the company's principals in funding the plan, according to
its lawyer, Donald Clarke, Esq., at Wasserman Jurista & Stolz
P.C., in Millburn, New Jersey.

                  About First Connecticut Holding

First Connecticut Holding Group, L.L.C., IV filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-13090) on Feb. 15, 2013, in
Newark, New Jersey.  Lorraine Mocco, as managing member, signed
the petition.  Judge Donald H. Steckroth presides over the case.

The Debtor's scheduled assets were $12,287,218 and scheduled
liabilities were $68,655,579.

Donald W. Clarke, Esq., of Wasserman, Jurista & Stolz, P.C.,
serves as counsel to the Debtor.  James Scarpone, Esq., of
Scarpone & Vargo, LLC, serves as special counsel.


FIRST CONNECTICUT: SWJ Files Suit, Seeks Appointment of Trustee
---------------------------------------------------------------
SWJ Management, LLC has filed a complaint seeking the appointment
of a trustee and examiner in the Chapter 11 case of First
Connecticut Holding Group LLC IV.

In a 14-page complaint, SWJ asked Judge Novalyn Winfield of the
U.S. Bankruptcy Court in New Jersey to appoint a trustee and
examiner who will collect the rents generated by the Liberty
Harbor commercial properties.

The company alleged that Peter Mocco, who claims ownership of
First Connecticut and Liberty Harbor, has already collected about
$6 million in rental income from those properties.

"Mocco has been able to do this when he is not even an owner or
has an ownership interest in any of the properties," said SWJ's
lawyer, Bruce Duke, Esq., at Bruce J. Duke LLC, in Mt. Laurel, New
Jersey.

"The entire ownership dispute is currently before the state court
and it defies common sense that the ownership of these properties
is being litigated yet one of the parties to this dispute that
does not even have any ownership interest in the properties is
permitted to collect these rents on an ongoing basis," Mr. Duke
said in the complaint.

The dispute regarding ownership of the company is currently before
Judge James Rothschild of the Superior Court of New Jersey, Essex
County.

                  About First Connecticut Holding

First Connecticut Holding Group, L.L.C., IV filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-13090) on Feb. 15, 2013, in
Newark, New Jersey.  Lorraine Mocco, as managing member, signed
the petition.  Judge Donald H. Steckroth presides over the case.

The Debtor's scheduled assets were $12,287,218 and scheduled
liabilities were $68,655,579.

Donald W. Clarke, Esq., of Wasserman, Jurista & Stolz, P.C.,
serves as counsel to the Debtor.  James Scarpone, Esq., of
Scarpone & Vargo, LLC, serves as special counsel.


FIRST MARINER: Court to Approve Winning Bidder Today
-----------------------------------------------------
National Penn Bancshares, Inc. on April 12 disclosed that it has
participated in the bidding process related to the purchase of the
stock of First Mariner Bank, a wholly-owned subsidiary of
First Mariner Bancorp, which filed for bankruptcy protection on
February 10, 2014.

National Penn's bid was made in conjunction with the bankruptcy
court process and anticipates that the court will approve the
winning bidder today, April 14, 2014.  In the event that National
Penn is named the winning bidder, the transaction will be
completed via a merger of First Mariner Bank with and into
National Penn Bank.

               About National Penn Bancshares, Inc.

With approximately $8.6 billion in assets, National Penn
Bancshares, Inc. -- http://www.nationalpennbancshares.com-- is a
bank holding company headquartered in Allentown, Pennsylvania.
National Penn Bank operates 119 branch offices comprising 118
branches in Pennsylvania and one branch in Maryland.

National Penn's financial services affiliates are National Penn
Wealth Management, N.A., including its National Penn Investors
Trust Company division; National Penn Capital Advisors, Inc.;
Institutional Advisors LLC; and National Penn Insurance Services
Group, Inc., including its Higgins Insurance and Caruso Benefits
Group divisions.

National Penn Bancshares, Inc. common stock is traded on the
Nasdaq Stock Market under the symbol ?NPBC?.

                    About First Mariner Bancorp

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

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

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


FIRST PHYSICIANS: SMP Investments Stake at 48.3% as of Feb. 3
-------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, SMP Investments I, LLC, and Brian Potiker
disclosed that as of Feb. 3, 2014, they beneficially owned
16,728,365 shares of common stock of First Physicians Capital
Group, Inc., representing 48.3 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                        http://is.gd/VXQCZu

                      About First Physicians

Beverly Hills, Calif.-based First Physicians Capital Group, Inc.
(OTC BB: FPCG) -- http://www.fpcapitalgroup.com/-- is an operator
of healthcare services firms in the U.S.

As of Dec. 31, 2013, the Company had working capital of $9.6
million compared with working capital of $7.9 million at Sept. 30,
2013.

The Company's balance sheet at Dec. 31, 2013, shows $38.70 million
in total assets, $27.58 million in total liabilities, $12.21
million in total redeemable preferred stock, $191,000 in total
non-redeemable preferred stock and a $1.28 million total
stockholders' deficit.


FLORIDA GAMING: $155MM Sale to ABC Funding Approved
---------------------------------------------------
The Bankruptcy Court on April 7, 2014, entered an order approving
an Asset Purchase Agreement by and among Florida Gaming
Corporation and its wholly-owned subsidiary, Florida Gaming
Centers, Inc., with Fronton Holdings, LLC.

Fronton agreed to acquire substantially all of Centers' assets in
exchange for:

     -- a cash purchase price of $140,000,000,

     -- the assumption of approximately $13.77 million in debt
        obligations owed by Centers to Miami-Dade County,
        Florida, and

     -- the assumption of approximately $2.1 million in Centers'
        accounts payable.

Fronton is an affiliate of ABC Funding, LLC, the administrative
agent under a Credit Agreement dated April 25, 2011, by and among
ABC, Centers, the Company, and the Lenders who are party thereto.

The Debtors conducted the auction to determine the highest and
best bid for substantially all of Centers' assets on March 26,
2014.  Fronton's bid was determined to be the highest and best bid
at the Auction.  The second highest and best bid at the Auction
was that of GLP Capital, L.P., a Florida limited partnership, and
MGA Florida Holding, LLC, a Florida limited liability company.
The Company and Centers expect the Bankruptcy Court to enter an
additional order approving GLP/MGA as the alternate bidder.

Silvermark, LLC, served as stalking horse bidder at the Auction.
By selling the assets to the ABC affiliate, the Debtors are liable
to Silvermark for $4,000,000 break-up fee.

The Purchase Agreement is subject to customary regulatory
approvals, including Fronton's receipt of a Florida gaming
license, and other customary regulatory and closing conditions.

Either party may terminate the Purchase Agreement if all closing
conditions have not been fulfilled by 11:59 P.M., E.T. on April
30, 2014 (or such later date as the parties may agree upon in
writing).

The Company expects to consummate the transactions contemplated by
the Purchase Agreement during the second quarter of 2014.

On March 20, 2014, the Bankruptcy Court entered an order approving
a Settlement Agreement by and among (i) the Company, Centers, Tara
Club Estates, Inc., and Freedom Holding, Inc.; (ii) the Committee
of Unsecured Creditors of the Company and Centers in their
respective bankruptcy cases, case no. 13-29598 for the Company and
case no. 13-29597 for Centers; (iii) ABC, as administrative agent;
and (iv) William B. Collett and William B. Collett, Jr.

The Company expects the proceeds from the Auction to completely
satisfy all of the Company's and Centers' obligations under the
Credit Agreement (and related agreements), to repay in full all of
Centers' general unsecured creditors, and to provide for a partial
payment to the Company's non-insider and unsubordinated creditors.
The Company does not expect that insider or subordinated creditors
of the Company will receive any payment as a result of the
transactions contemplated by the Purchase Agreement. Further, the
Company does not expect that its preferred or common stockholders
will receive any distribution as a result of the transactions
contemplated by the Purchase Agreement.

The Sale Order provides for the payment of fees to Guggenheim
Securities, LLC, as Investment Banker to the Debtors.  Guggenheim
Securities will be paid from the proceeds of the Sale, on an
interim basis and subject in all respects to the filing of a final
fee application, its Sale Transaction Fee.  Guggenheim Securities
shall file its final fee application within 30 days of the Closing
Date.

The Court also ruled that on or prior to the Closing Date, the St.
Lucie County tax collector will be paid due and owing 2013
tangible property and real property taxes.  Any lien held by the
St. Lucie County Tax Collector securing payment of 2014 tangible
property and real property taxes will be a Permitted Lien pursuant
to the terms of the APA, and the 2014 Taxes shall be paid to the
St. Lucie County Tax Collector in the ordinary course of business
by the party owning the Sale Assets when such 2014 St. Lucie Taxes
become due and owing.

Miami-Dade County also will be paid due and owing 2013 tangible
property and real property taxes.  Any lien held by Miami-Dade
County securing payment of 2014 tangible property and real
property taxes will be a Permitted Lien pursuant to the terms of
the APA, and the 2014 Miami-Dade Taxes shall be paid to Miami-Dade
County in the ordinary course of business by the party owning the
Sale Assets when such 2014 Miami-Dade Taxes become due and owing.

A copy of the Asset Purchase Agreement, dated as of March 28,
2014, by and among Florida Gaming Corporation, Florida Gaming
Centers, Inc. and Fronton Holdings, LLC, is available at
http://is.gd/e18FKb

A copy of the Sale Order dated April 7, 2014, is available at
http://is.gd/zRIdgK

                    About Florida Gaming

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

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

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

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


FORTY ACRE: Insurer Has Duty to Defend Principals, Court Says
-------------------------------------------------------------
E.D. Louisiana District Judge Jay C. Zainey denied the Motion for
Summary Judgment filed by Allstate Insurance Co. in the
consolidated actions captioned as, ADVENTURE HARBOR ESTATES, LLC,
ET AL. v. MICHAEL A. LEBLANC, ET AL., SECTION: "A" (5), Civil
Action No. 12-1848, No. C/W 13-142., 13-4925 (E.D. La.).

The actions arise out of the attempted purchase of certain
property owned by Forty Acre Corporation and/or Mary Kaye and
Michael LeBlanc.  The property comprises approximately 80 acres
located in Terrebonne Parish, Louisiana.  The principals of
defendant Forty Acre are defendants, Mary Kaye and Michael
LeBlanc.  The plaintiffs in the lead action (12-1848) are
Adventure Harbor Estates, LLC, Steven Serafin, and William
McCollough.

In its Summary Judgment Motion, Allstate argues that the causes of
action being asserted against the LeBlancs arise from business
pursuits and/or intentional acts, which foreclose coverage under
the parties' insurance policy.  According to Allstate, the
pleadings clearly and unambiguously preclude coverage so that
Allstate has no duty to defend the LeBlancs.  Allstate seeks to be
dismissed from this case as a matter of law.

The LeBlancs opposed the motion.

A copy of the Court's April 9, 2014 Order and Reasons is available
at http://is.gd/tMf81jfrom Leagle.com.

Judge Zainey held that the policy and the complaint do not
foreclose the possibility of coverage, at least as to the
defamation claim, and certainly not the possibility of liability.
He said Allstate's duty to defend is triggered, and Allstate owes
the LeBlancs a defense for all claims asserted in the action,
including those for which coverage might ultimately be
unavailable.

Judge Zainey also said Allstate's motion for summary judgment is
denied as to coverage because the Court finds the coverage issue
to be premature and/or incapable of being determined as a matter
of law.  For instance, the applicability of the intentional act
exception may very well turn on findings by the trier of fact
regarding the LeBlancs' intent behind certain acts.

                         About Forty Acre

Forty Acre Corporation, based in Houma, Louisiana, filed for
Chapter 11 bankruptcy (Bankr. E.D. La. Case No. 11-10074) on Jan.
January 11, 2011.  Bankruptcy Judge Elizabeth W. Magner presides
over the case.  Randall M. Alfred, Esq. -- rmaaplc@bellsouth.net -
- served as the Debtor's counsel.  In its petition, Forty Acre
estimated $1 million to $10 million in both assets and
liabilities.  The petition was signed by Mike LeBlanc, president.

The order confirming Forty Acre's plan directed the Debtor to
transfer certain assets, including the Terrebonne Parish land and
Forty Acre's causes of action, to The Forty Acre Corporation Plan
Trust.


FREDO'S MANAGEMENT: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Fredo's Management Company, LLC
        1105 La Roux Court
        Saint Louis, MO 63137-1837

Case No.: 14-42843

Chapter 11 Petition Date: April 11, 2014

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Hon. Charles E. Rendlen III

Debtor's Counsel: Rochelle D. Stanton, Esq.
                  ROCHELLE D. STANTON
                  745 Old Frontenac Square, Suite 202
                  Frontenac, MO 63131
                  Tel: (314) 991-1559
                  E-mail: rstanton@rochelledstanton.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Frederick Whigham, shareholder.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/moeb14-42843.pdf


FURNITURE BRANDS: Hilco Selling 17 Properties; Bids Due June 24
---------------------------------------------------------------
Hilco Real Estate is selling 17 former Furniture Brands properties
throughout North Carolina, Mississippi, Tennessee and Virginia.

Assets to be sold include manufacturing, office, warehouse,
distribution and land.

Interested buyers may submit sealed bids to Hilco on or before
June 24.  Buyers are also required to complete and submit a
nondisclosure agreement to Hilco's Nancy Karth at
nkarth@hilcoglobal.com

For additional information, see:

     hilcorealestate.com/furniturebrandsch11

or contact:

     John Tschantz at (847) 849-2939
     Steve Madura at (847) 504-2478

                     About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engaged in the designing,
manufacturing, sourcing and retailing home furnishings. Furniture
Brands markets products through a wide range of channels,
including company owned Thomasville retail stores and through
interior designers, multi-line/ independent retailers and mass
merchant stores.  Its brands include Thomasville, Broyhill, Lane,
Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

The balance sheet at June 29, 2013, showed $546.73 million in
total assets against $550.13 million in total liabilities.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

The official creditor's committee is comprised of the Pension
Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers.
The Committee tapped Blank Rome LLP as co-counsel, Hahn &
Hessen LLP as lead counsel, BDO Consulting as financial advisor,
and Houlihan Lokey Capital, Inc., as investment banker.

In November 2013, Furniture Brands won bankruptcy court approval
to sell the business to KPS Capital Partners LP for $280 million.
Private-equity investor KPS formed a new company named Heritage
Home Group LLC to operate the business.  Furniture Brands changed
its name to FBI Wind Down, Inc., following the sale.


FURNITURE BRANDS: Onin Drops Objection to Rejection of Contract
---------------------------------------------------------------
Onin Staffing, LLC dropped its objection to the rejection of its
temporary labor services agreement with Furniture Brands
International, Inc.

Furniture Brands rejected the agreement after Heritage Home Group
LLC, which bought the assets of the company and its affiliates,
decided not to assume the agreement.  The company said the
temporary employees provided by Onin are no longer needed since
their estates are winding down.

In its objection, Onin Staffing argued the business operations of
the companies acquired by Heritage would be forced to shut down if
the employees were terminated as a result of the rejection.

                     About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engaged in the designing,
manufacturing, sourcing and retailing home furnishings. Furniture
Brands markets products through a wide range of channels,
including company owned Thomasville retail stores and through
interior designers, multi-line/ independent retailers and mass
merchant stores.  Its brands include Thomasville, Broyhill, Lane,
Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

The balance sheet at June 29, 2013, showed $546.73 million in
total assets against $550.13 million in total liabilities.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

The official creditor's committee is comprised of the Pension
Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers.
The Committee tapped Blank Rome LLP as co-counsel, Hahn &
Hessen LLP as lead counsel, BDO Consulting as financial advisor,
and Houlihan Lokey Capital, Inc., as investment banker.

In November 2013, Furniture Brands won bankruptcy court approval
to sell the business to KPS Capital Partners LP for $280 million.
Private-equity investor KPS formed a new company named Heritage
Home Group LLC to operate the business.  Furniture Brands changed
its name to FBI Wind Down, Inc., following the sale.


GAINEY CORP: 6th Cir. Affirms Ruling in GECC Guaranty Suit
----------------------------------------------------------
General Electric Capital Corp., Plaintiff-Appellee, v. Harvey
Gainey, Sr., Defendant-Appellant, No. 12-2671 (6th Cir.), stemmed
from a diversity collection case filed by GECC to collect on a
personal guaranty against Harvey Gainey, President and Chief
Executive Officer of Gainey Corporation.  The debts of two of its
wholly owned subsidiaries, Super Service, Inc. and Lester Coggins
Trucking, Inc., are at issue in the appeal.  The companies entered
into equipment lease agreements and equipment financing agreements
with GECC or its predecessors in interest.  Gainey signed
guaranties securing financing for the companies on several
occasions, some in his individual capacity and others in his
capacity as an officer of the companies.  The only guaranty at
issue in the appeal is a personal guaranty executed on January 19,
2005, in favor of GECC to secure financing to purchase tractors
for Super Service.

After denying summary judgment to GECC, the district court
conducted a two-day bench trial and entered a verdict in favor of
GECC.  The district court found that the language in the January
19, 2005, personal guaranty unambiguously covered lease agreements
executed before 2005.  The focus of the appeal is on the breadth
of the personal guaranty executed by Gainey on January 19, 2005,
and whether it covers the indebtedness of his companies under
lease agreements executed prior to 2005 between Super Service and
Lester Coggins Trucking and predecessors in interest of GECC.
Gainey also challenges the damage award made by the district court
on several grounds.

The Sixth Circuit affirmed the district court judgment in an April
10 decision available at http://is.gd/1cdB7Bfrom Leagle.com.

                        About Gainey Corp.

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The Company and its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. W.D. Mich. Case No. 08-09092) on Oct 14, 2008.

Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., John
T. Schuring, Esq., and Trent B. Collier, at Dickinson
Wright PLLC; Inga April Hofer, Esq., Jacob Joseph Sadler, Esq.,
and Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP,
represent the Debtors as counsel.  Alixpartners, LLC, is the
Debtors' restructuring and financial consultant.  Virchow Krause
and Company, LLP, is the Debtors' financial advisor.  Eric David
Novetsky, Esq., Jay L. Welford, Esq., Judith Greenstone Miller,
Esq., Louis P. Rochkind, Esq., Paul R. Hage, Esq., and Richard E.
Kruger, Esq., at Jaffe, Raitt, Heuer & Weiss, PC, represent the
Official Committee of Unsecured Creditors as counsel.

As of the commencement date, the Debtors owned assets with a
"book" value of approximately $239,000,000.  As of May 22, 2009,
the Debtors books and records reflected available cash on hand in
the amount of approximately $16,300,000, plus billed accounts
receivable in the amount of approximately $18,400,000.

Michigan Trucking Acquisition, LLC, acquired the Debtors' assets
for $77,800,000 pursuant to a November 2009 sale order.

The Debtors won confirmation of their First Amended Joint Plan of
Reorganization in December 2009.  The Plan established a
Liquidation Trust.  Barry P. Lefkowitz was appointed as the
Liquidation Trustee.


GEB DEVELOPMENT: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------
Debtor-affiliates filing separate Chapter 11 bankruptcy petitions:

       Debtor                                  Case No.
       ------                                  --------
       GEB Development, Corp.                  14-02976
       Po Box 363842
       San Juan, PR 00936

       Desarrolladora Internacional, Corp      14-02977
       Po Box 363842
       San Juan, PR 00936

       Mediterranium at Punta Las Marias, Inc. 14-02979
       Po Box 363842
       San Juan, PR 00936

Chapter 11 Petition Date: April 11, 2014

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtors' Counsel: Victor Gratacos Diaz, Esq.
                  VICTOR GRATACOS-DIAZ LEGAL OFFICE
                  PO Box 7571
                  Caguas, PR 00726
                  Tel: 787 746-4772
                  E-mail: bankruptcy@gratacoslaw.com

                                      Total       Total
                                      Assets    Liabilities
                                    ----------  -----------
GEB Development, Corp.               $350,000    $608,186
Desarrolladora Internacional, Corp   $0          $585,497
Mediterranium at Punta Las Marias    $253,500    $1,288,656

The petitions were signed by Efrain Rivera Soler, president.

A list of GEB Development, Corp.'s two largest unsecured creditors
is available for free at http://bankrupt.com/misc/prb14-02976.pdf

A list of Mediterranium at Punta Las Marias, Inc.'s three largest
unsecured creditors is available for free at:

          http://bankrupt.com/misc/prb14-02979.pdf

Desarrolladora Internacional, Corp, listed Oriental Bank, PO Box
71113, San Juan PR, 00936-1113, as its largest unsecured creditor
holding a claim of $585,497.


GENCO SHIPPING: Posts $157MM Net Loss for 2013
----------------------------------------------
Genco Shipping & Trading Limited filed with the U.S. Securities
and Exchange Commission its Form 10-K annual report for the fiscal
year ended December 31, 2013.

Genco reported consolidated total revenues of $227,464,000 for
2013, slightly up from $226,453,000 in 2012, but significantly
lower than the $392,214,000 posted in 2011.

Genco posted a net loss of $157,021,000 in 2013, from $157,776,000
in 2012.  It posted net income of $25,068,000 in 2011.

At Dec. 31, 2013, Genco had total assets of $2,957,254,000 and
total liabilities of $1,648,449,000.

A copy of the Annual Report is available at http://is.gd/0pcH3N

                  Restructuring Support Agreement

On April 3, 2014, Genco and certain of its subsidiaries entered
into a Restructuring Support Agreement -- http://is.gd/yzIrjx--
with certain lenders under each of:

     (i) the Credit Agreement, dated as of July 20, 2007, by
         and among the Company as borrower, the banks and other
         financial institutions named therein as lenders,
         Wilmington Trust, N.A., as successor administrative
         and collateral agent, and the other parties thereto;

    (ii) the Loan Agreement, dated as of August 20, 2010
         (as amended to date), by and among the Company as
         borrower, Genco Aquitane Limited and the other
         subsidiaries of the Company named therein as
         guarantors, the banks and financial institutions named
         therein as lenders, BNP Paribas, Credit Agricole
         Corporate and Investment Bank, DVB Bank SE, Deutsche
         Bank AG Filiale Deutschlandgeschaft, Skandinaviska
         Enskilda Banken AB (publ) as mandated lead arrangers,
         BNP Paribas, Credit Agricole Corporate and Investment
         Bank, DVB Bank SE, Deutsche Bank AG, Skandinaviska
         Enskilda Banken AB (publ) as swap providers, and
         Deutsche Bank Luxembourg S.A. as agent for the lenders
         and the assignee -- $253 Million Term Loan Facility; and

   (iii) the Loan Agreement, dated as of August 12, 2010, as
         amended, by and among the Company as borrower, Genco
         Ocean Limited and the other subsidiaries of the Company
         named therein as guarantors, the banks and financial
         institutions named therein as lenders, and Credit
         Agricole Corporate and Investment Bank as agent and
         security trustee, of the Company's 5.00% Convertible
         Senior Notes due August 15, 2015.

The Support Agreement provides, subject to its terms and
conditions, among other things:

     * the Supporting Creditors agree:

            (i) to timely vote to accept a prepackaged plan of
                reorganization contemplated by the Support
                Agreement,

           (ii) support approval of the disclosure statement
                in respect of the Plan and the cash collateral
                order contemplated under the Support Agreement;

          (iii) neither join in nor support any objection to
                the Disclosure Statement, the Cash Collateral
                Order, the solicitation procedures, or the Plan,
                or otherwise commence any proceeding to oppose
                or alter any of the terms of the Plan or any
                other document filed by Genco in connection
                with the confirmation of the Plan; and use
                commercially reasonable efforts to support,
                consent, and take other actions in connection
                with the Company's restructuring contemplated
                under the Support Agreement and the Chapter 11
                Case.

     * the Company agrees:

            (i) to support and use commercially reasonable
                efforts to complete the Restructuring and all
                transactions contemplated under the Support
                Agreement in accordance with certain milestones,
                take any and all reasonably necessary actions in
                furtherance of the Restructuring and the
                transactions contemplated under the Support
                Agreement, including, without limitation, those
                set forth in the Restructuring Term Sheet and,
                once filed, the Plan; and obtain any and all
                required regulatory and/or third-party
                approvals necessary to consummate the
                Restructuring; and

           (ii) to take no action inconsistent with the Support
                Agreement or that would unreasonably delay
                approval of the Disclosure Statement, the Cash
                Collateral Order, or the solicitation
                procedures, or confirmation of the Plan;
                including soliciting an alternative transaction.

The Restructuring will be consummated through a case or cases
under chapter 11 to be filed before the U.S. Bankruptcy Court for
the Southern District of New York.

The Support Agreement is subject to termination in respect of the
obligations of the Company and the Supporting Creditors in respect
of a particular credit facility or the indenture for the 2010
Notes by the mutual written agreement of the Company and
Supporting Creditors holding more than 66-2/3% in amount of the
principal outstanding under such Debt Instrument.

The Support Agreement is subject to termination in a number of
other circumstances, including, without limitation:

     * by the Company following the occurrence of any of the
       events specified in the Support Agreement, including:

            (i) any Supporting Creditors' material breach of
                its obligations under the Support Agreement
                that would reasonably be expected to have a
                material adverse impact on confirmation of
                the Plan and that remains uncured for the
                specified period;

           (ii) the Company's board of directors determining,
                in good faith and upon the advice of its
                advisors, in its sole discretion, that (A)
                continued pursuit of the Restructuring is
                inconsistent with its fiduciary duties or
                (B) having received an unsolicited proposal or
                offer for an alternative transaction, that such
                alternative transaction is likely to be more
                favorable than the Restructuring and that
                continued support of the Restructuring pursuant
                to this Agreement would be inconsistent with
                its fiduciary obligations; or

          (iii) the issuance by any governmental authority of
                an injunction, judgment, decree or similar
                ruling or order preventing consummation of a
                material portion of the restructuring; or

     * with respect to the obligations of the Company and the
       Supporting Creditors in respect of a particular Debt
       Instrument, upon the occurrence of any of the events
       specified in the Support Agreement, including:

            (i) the "Definitive Documents" (as defined in the
                Term Sheet) filed by the Company include terms
                that are inconsistent with the Term Sheet;

           (ii) the filing by the Company of any motion for relief
                seeking certain specified actions;

          (iii) the entry by the Bankruptcy Court of certain
                specified orders;

           (iv) the Company's material breach of its obligations
                under the Support Agreement that remains uncured
                for the specified period;

            (v) the Company's failure to meet the milestones
                under the Support Agreement;

           (vi) the Company's loss of the exclusive right to
                file or solicit acceptance of a chapter 11 plan;

          (vii) a termination event under the Cash Collateral
                order; or

         (viii) the issuance of an order, not subject to a stay
                of effectiveness pending appeal, by any court of
                competent jurisdiction or other governmental
                authority making illegal or restricting or
                preventing the restructuring in a manner that
                cannot be reasonably remedied by the Company.

The Support Agreement provides for a termination fee of $26.5
million payable to Supporting Lenders under the 2007 Credit
Facility and Supporting Noteholders if the Support Agreement is
terminated under certain circumstances and the Company consummates
an alternative transaction.

The Support Agreement contemplates that the Plan will be
implemented through a voluntary bankruptcy case under chapter 11
of the Bankruptcy Code, which may include the filing of bankruptcy
petitions by subsidiaries of Genco Shipping & Trading Limited
other than Baltic Trading Limited and its subsidiaries. The
Support Agreement also provides for the agreement of the Company
and the Supporting Creditors to a form of Cash Collateral Order,
under which the use of cash collateral of the Company's creditors
will be permitted during the Chapter 11 Case for working capital
purposes, other general corporate purposes, and costs and expenses
of the Chapter 11 Case, in each instance in accordance with a
budget to be determined.

According to Genco, "If we fail to fulfill our obligations under
the Support Agreement, our creditors may be entitled to terminate
the Support Agreement. If the Support Agreement terminates prior
to the commencement of the Chapter 11 Case, we expect we will be
compelled to seek relief under chapter 11 of the Bankruptcy Code
prior to the expiration of the forbearances and waivers under the
Relief Agreements. In addition, if the Support Agreement
terminates, regardless of whether the Chapter 11 Case has
commenced, we may receive a lower level of support from our
creditors than we currently have. To the extent we must seek
chapter 11 relief without the support of our creditors,
successfully restructuring our indebtedness may become more
difficult and protracted."

                     Restructuring Term Sheet

As set forth in the Term Sheet, the Plan would entail, among other
things:

     * a $100.0 million rights offering for 8.7% of the pro
       forma equity in reorganized Genco (the "New Genco
       Equity"), subject to dilution by the New Genco Warrants
       and the MIP Warrants.  Eligible 2007 Credit Facility
       lenders will have the right to participate in up to 80%
       of the rights offering, which portion will be backstopped
       by supporting 2007 Credit Facility lenders, and eligible
       holders of 2010 Notes will have the right to participate
       in up to 20% of the rights offering, which portion will
       be backstopped by the supporting noteholders;

     * conversion of the full 2007 Credit Facility into 81.1%
       of the New Genco Equity, subject to dilution by the New
       Genco Warrants and the MIP Warrants;

     * replacing the $253 Million Term Loan Facility and
       $100 Million Term Loan Facility with new senior secured
       credit facilities or amending the facilities to provide
       for extended maturity dates through August 2019 and
       certain other covenant modifications;

     * payment of the claim under the Company's outstanding swap
       in full through mutually acceptable treatment or other
       treatment consistent with the Bankruptcy Code;

     * the unimpairment of all general unsecured creditors' claims
       under section 1124 of the Bankruptcy Code;

     * the conversion of the 2010 Note claims into 8.4% of the
       New Genco Equity, subject to dilution by the New Genco
       Warrants and the MIP Warrants;

     * the cancellation of all equity interests in the Company,
       with such equity interests receiving seven year warrants
       for 6.0% of the New Genco Equity struck at a $1,295
       million equity valuation (the "New Genco Warrants").

     * The establishment of a management equity incentive plan
       (the "MIP") pursuant to which the directors, officers,
       and other management of reorganized Genco will receive:

            (i) 1.8% of the shares of the New Genco Equity,
                subject to dilution by warrants,

           (ii) these three tiers of warrants (the "MIP
                Warrants"):

                (a) six-year warrants struck at a $1,618
                    million plan equity value representing 3.5%
                    of the New Genco Equity,

                (b) six-year warrants struck at a $1,810
                    million plan equity value representing 3.5%
                    of the New Genco Equity, and

                (c) six-year warrants struck at a $2,195
                    million equity value, representing 5.0% of
                    the New Genco Equity.

       The MIP will vest over three years in equal proportions.
       The MIP Warrants will be exercisable on a cashless basis,
       and will be subject to dilution by the exercise of
       subsequent tranches of warrants.

                     Forbearances and Waivers

To allow discussions with creditors concerning its restructuring
to continue into April 2014 without the need to file for immediate
bankruptcy relief, on March 31, 2014, Genco entered into
agreements with certain of the lenders under the 2007 Credit
Facility, the $100 Million Term Loan Facility, and the $253
Million Term Loan Facility to obtain waivers or forbearances with
respect to certain potential or actual events of default as of
March 31, 2014:

     * not making the scheduled amortization payment on
       March 31, 2014 under the 2007 Credit Facility;

     * not meeting the consolidated interest ratio covenant
       for the period ended March 31, 2014;

     * not meeting the maximum leverage ratio covenant for
       the period ending March 31, 2014;

     * not meeting the collateral maintenance test under the
       2007 Credit Facility;

     * not meeting the minimum cash balance covenant under
       the 2007 Credit Facility;

     * not furnishing audited financial statements to the
       lenders within 90 days after year end for the year
       ended December 31, 2013;

     * a cross-default with respect to Genco's outstanding
       interest rate swap with respect to the foregoing;

     * cross-defaults among the credit facilities with respect
       to the foregoing; and

     * any related defaults or events of default resulting
       from the failure to give notice with respect to any of
       the foregoing.

The Relief Agreement for the 2007 Credit Facility provided that
the agent and consenting lenders would forbear to exercise their
rights and remedies through 11:59 p.m. on April 1, 2014 with
respect to the foregoing potential or actual events of default,
subject to earlier termination if a subsequent event of default
occurs under Genco's credit agreements other than those described
above or if Genco breaches the terms of the Relief Agreement.  The
Relief Agreements for the other two Credit Facilities provided
that the agent and lenders waived through 11:59 p.m. on April 1,
2014, the foregoing potential or actual events of default, subject
to earlier termination if a subsequent event of default occurs
under Genco's credit agreements or if it breaches the terms of the
Relief Agreements.

Notwithstanding such waivers and forbearances, the fact that Genco
did not make the scheduled amortization payment on March 31, 2014
constituted an event of default under Genco's currently
outstanding interest rate swap.  In addition, under the indenture
and supplemental indenture governing Genco's 5.0% Convertible
Senior Notes issued on July 27, 2010, its failure to make such
payment would constitute an event of default under the Indenture
if it fails to cure such default within 30 days after notice from
the trustee under the Indenture.

On April 1, Genco entered into new agreements with the other
parties to the Relief Agreements that extend the expiration of the
forbearances and waivers under the Relief Agreements from 11:59
p.m. on April 1, 2014 to 11:59 p.m. on April 21, 2014.  Also, the
forbearances and waivers would have terminated if a definitive
agreement for Genco's restructuring was not effective by 11:59
p.m. on April 4.  Genco avoided this termination through its entry
into the Support Agreement.  The new agreements are otherwise on
substantially the same terms and conditions as the Relief
Agreements.

                       Going Concern Doubt

According to Genco, "Weak industry conditions have negatively
impacted our results of operations and cash flows and may continue
to do so in the future. These factors raise substantial doubt
about our ability to continue as a going concern."

Genco said its ability to continue as a going concern is
contingent upon, among other things, the Company's ability to:

     (i) develop and successfully implement a restructuring plan
         within the timeframe of the Relief Agreements and the
         Restructuring Support Agreements,

    (ii) comply with the covenants contained in the Cash
         Collateral Order, including compliance with the
         approved budget and the payment of fees, expenses, and
         interest thereunder, and in any post-restructuring
         financing,

   (iii) reduce debt and other liabilities through the
         restructuring  process,

    (iv) return to profitability,

     (v) generate sufficient cash flow from operations, and

    (vi) obtain financing sources to meet future obligations.

                       About Genco Shipping

Genco Shipping & Trading Limited is a New York City-based company,
incorporated in the Marshall Islands in 2004.  Genco transports
iron ore, coal, grain, steel products and other drybulk cargoes
along worldwide shipping routes through the ownership and
operation of drybulk carrier vessels.  Excluding vessels of Baltic
Trading Limited, Genco's fleet currently consists of 53 drybulk
carriers, including nine Capesize, eight Panamax, 17 Supramax, six
Handymax and 13 Handysize drybulk carriers, with an aggregate
carrying capacity of approximately 3,810,000 deadweight tons
("dwt").  Most of its vessels are chartered to well-known
charterers, including Cargill International S.A., Swissmarine
Services S.A., Pacific Basin Chartering Ltd., Klaveness
Chartering, and Lauritzen Bulkers A/S or LB/IVS Pool, in which
Lauritzen Bulkers A/S acts as the pool manager.


GENCO SHIPPING: Restructuring Professionals Working on Case
-----------------------------------------------------------
Genco Shipping is represented by:

     KRAMER LEVIN NAFTALIS & FRANKEL LLP
     1177 Avenue of Americas
     New York, NY 10036
     Attn: Kenneth H. Eckstein, Esq.
           Adam Rogoff, Esq.
           Stephen Zide, Esq.
     E-mail: keckstein@kramerlevin.com
             arogoff@kramerlevin.com
             szide@kramerlevin.com

Genco is a borrower under the Credit Agreement, dated July 20,
2007, with the banks and other financial institutions named
therein as lenders, Wilmington Trust N.A., as successor
administrative and successor collateral agent, and the other
mandated lead arranger and bookrunner parties thereto, by which
the lenders made available to Genco a senior secured credit
facility in the amount of $1,377,000,000.  Wilmington Trust, the
2007 Facility Agent, is represented by:

     MILBANK, TWEED, HADLEY & MCCLOY LLP
     1 Chase Manhattan Plaza
     New York, NY 10005
     Attn: Dennis F. Dunne, Esq.
           Samuel A. Khalil, Esq.
           Michael W. Price, Esq.
     E-mail: ddunne@milbank.com
             skhalil@milbank.com
             mprice@milbank.com

Seward & Kissel LLP serves as maritime and local counsel, while
Houlihan Lokey Capital, Inc., serves as financial advisors, to the
2007 Facility Agent.

Genco is a borrower under the Loan Agreement, dated August 20,
2010, for a loan not exceeding $253 million, with the banks and
financial institutions named therein as lenders, BNP Paribas,
Credit Agricole Corporate and Investment Bank, DVB Bank SE,
Deutsche Bank AG Filiale Deutschlandgeschaft, Skandinaviska
Enskilda Banken AB (publ) as mandated lead arrangers, BNP Paribas,
Credit Agricole Corporate and Investment Bank, DVB Bank SE,
Deutsche Bank AG, Skandinaviska Enskilda Banken AB (publ) as swap
providers, and Deutsche Bank Luxembourg S.A. as agent for the
lenders and Deutsche Bank AG Filiale Deutschlandgeschaft as
security agent.

Genco is also a borrower under the Loan Agreement, dated August
12, 2010, for a loan facility of up to $100 million with Genco
Ocean Limited and the other companies named therein as guarantors,
the banks and financial institutions named therein as lenders, and
Credit Agricole Corporate and Investment Bank as agent and
security trustee.

Counsel to the Supporting $253 Million Facility Lenders, and the
Supporting $100 Million Facility Lenders are:

     PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
     1285 Avenue of the Americas
     New York, NY 10019
     Attn: Alan W. Kornberg, Esq.
           Elizabeth McColm, Esq.
     E-mail: akornberg@paulweiss.com
             emccolm@paulweiss.com

Genco issued 5.00% Convertible Senior Notes due August 15, 2015,
pursuant to a First Supplemental Indenture, dated as of July 27,
2010, with The Bank of New York Mellon as trustee.  Counsel to the
Supporting Noteholders:

     AKIN GUMP STRAUSS HAUER & FELD LLP
     One Bryant Park
     Bank of America Tower
     New York, New York 10036
     Attn:  Michael S. Stamer, Esq.
            Sarah Link Schultz, Esq.
     E-mail: mstamer@akingump.com
             sschultz@akingump.com

As part of the Restructuring, Genco will enter into a new $253
million credit facility.  Deutsche Bank Luxembourg S.A., will
serve as agent, and Deutsche Bank AG Filiale Deutschlandgeschaft,
as security agent.  The DB Term Loan Agents retained Stephenson
Harwood, LLP, as English counsel; and Poles, Tublin, Stratakis &
Gonzalez, LLP, as Marshal Islands counsel.

Credit Agricole, as CA Term Loan Agent, has retained Orrick,
Herrington & Sutcliffe LLP, as English counsel.

                       About Genco Shipping

Genco Shipping & Trading Limited is a New York City-based company,
incorporated in the Marshall Islands in 2004.  Genco transports
iron ore, coal, grain, steel products and other drybulk cargoes
along worldwide shipping routes through the ownership and
operation of drybulk carrier vessels.  Excluding vessels of Baltic
Trading Limited, Genco's fleet currently consists of 53 drybulk
carriers, including nine Capesize, eight Panamax, 17 Supramax, six
Handymax and 13 Handysize drybulk carriers, with an aggregate
carrying capacity of approximately 3,810,000 deadweight tons
("dwt").  Most of its vessels are chartered to well-known
charterers, including Cargill International S.A., Swissmarine
Services S.A., Pacific Basin Chartering Ltd., Klaveness
Chartering, and Lauritzen Bulkers A/S or LB/IVS Pool, in which
Lauritzen Bulkers A/S acts as the pool manager.


GENCO SHIPPING: Signatories to Restructuring Support Agreement
--------------------------------------------------------------
Lenders that signed on the Restructuring Support Agreement with
Genco Shipping & Trading Limited are:

APOLLO SPECIAL OPPORTUNITIES MANAGED ACCOUNT, L.P.,
as Lender

     BY: APOLLO SOMA ADVISORS, L.P., its general partner

     BY: APOLLO SOMA CAPITAL MANAGEMENT, LLC, its general partner

     By:/s/ Joseph D. Glatt
     Name: Joseph D. Glatt
     Title: Vice President

AES (LUX) S.A R.L., as Lender

     BY: APOLLO EUROPEAN STRATEGIC MANAGEMENT, L.P.,
     its investment manager

     BY: APOLLO EUROPEAN STRATEGIC MANAGEMENT GP, LLC,
     its general partner

     By:/s/ Joseph D. Glatt
     Name: Joseph D. Glatt
     Title:   Vice President

AEC (LUX) S.A.R.L., as Lender

     BY: APOLLO EUROPEAN CREDIT MANAGEMENT, L.P.
     its investment manager

     BY: APOLLO EUROPEAN CREDIT MANAGEMENT GP, LLC
     its general partner

     By:/s/ Joseph D. Glatt
     Name: Joseph D. Glatt
     Title:   Vice President

APOLLO CENTRE STREET PARTNERSHIP, L.P., as Lender

     BY: APOLLO CENTRE STREET MANAGEMENT, LLC,
     its investment manager

     By:/s/ Joseph D. Glatt
     Name: Joseph D. Glatt
     Title:   Vice President

ANS U.S. HOLDINGS LTD, as Lender

     BY: APOLLO SK STRATEGIC ADVISORS, LLC,
     its sole director

     By:/s/ Joseph D. Glatt
     Name: Joseph D. Glatt
     Title:   Vice President

APOLLO CREDIT OPPORTUNITY FUND III LP, as Lender

     BY: APOLLO CREDIT OPPORTUNITY ADVISORS III LP,
     its general partner

     BY: APOLLO CREDIT OPPORTUNITY ADVISORS III GP LLC,
     its general partner

     By:/s/ Joseph D. Glatt
     Name: Joseph D. Glatt
     Title:   Vice President

APOLLO FRANKLIN PARTNERSHIP, L.P., as Lender

     BY: APOLLO FRANKLIN ADVISORS (APO DC), L.P.,
     its general partner

     BY: APOLLO FRANKLIN ADVISORS (APO DC-GP), LLC,
     its general partner

     By:/s/ Joseph D. Glatt
     Name: Joseph D. Glatt
     Title:   Vice President

APOLLO ZEUS STRATEGIC INVESTMENTS, L.P., as Lender

     BY:  APOLLO ZEUS STRATEGIC MANAGEMENT, LLC,
     its investment manager

     By:/s/ Joseph D. Glatt
     Name: Joseph D. Glatt
     Title:   Vice President

     The Apollo entities may be reached at:

          Bill Schwartz
          Apollo Capital Management, L.P.
          9 West 57th Street, 37th Floor
          New York, NY 10019

               - and -

          William M. Kelly
          Chief Operating Officer
          Panning Capital Management, LP
          as Investment Manager for Panning Master Fund, LP
          Panning Capital Management, LP
          510 Madison Avenue, 24th Floor
          New York, NY 10022

CCP CREDIT ACQUISITION HOLDINGS, L.L.C.,
CENTERBRIDGE SPECIAL CREDIT PARTNERS II, L.P.
CCP II ACQUISITION HOLDINGS, LLC

     By:/s/ Bao Truong
     Name: Bao Truong
     Title: Senior Managing Director

     Centerbridge et al. may be reached at:

          Attn: Bank Debt Operations Team
          Centerbridge Partners, L.P.
          375 Park Avenue, 12th Floor
          New York, NY 10152
          E-mail: creditadmin@centerbridge.com

MIDTOWN ACQUISITIONS L.P.,

     By: Midtown Acquisitions GP LLC, its General Partner

     By:/s/ Avram Z. Friedman
     Name: Avram Z. Friedman
     Title: Manager

     Midtown may be reached at:

          65 East 55th Street, 19th Floor
          New York, NY 10022

SOLUS ALTERNATIVE ASSET MANAGEMENT LP
On behalf of certain funds and managed accounts

     By:/s/ Christopher Pucillo/by SJB w/permission
     Name: Christopher A. Pucillo
     Title: Chief Investment Officer

     Solus may be reached at:

          Solus Alternative Asset Management LP
          410 Park Avenue
          New York, NY 10022
          Attn: Tom Higbie
                Stephen Blauner
          E-mail: thigbie@soluslp.com
                  sblauner@soluslp.com

BNP PARIBAS

     By:/s/ Paul Barnes
     Name: Paul Barnes
     Title: Managing Director

     By:/s/ Delphine Kambou
     Name: Delphine Kambou

     BNP Paribas may be reached at:

          16, Rue de Hanovre
          75078 PARIS CEDEX 02
          France
          Fax: +33(0)1 42 98 43 55
          Attention: Paul BARNES

CREDIT INDUSTRIEL ET COMMERCIAL

     By:/s/ Adrienne Molloy
     Name: Adrienne Molloy
     Title: Vice President

     By:/s/ Marcus Edward
     Name: Marcus Edward
     Title: Managing Director

     Credit Industriel may be reached at:

          Andrew McKuin
          Credit Industriel et Commercial
          530 Madison Avenue
          New York, NY 10022

DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCH?FT

     By:/s/ Bastian Duehmert
     Name: Bastian Duehmert
     Title: Director

     By:/s/ Kerstin Seefeld
     Name: Kerstin Seefeld
     Title: Director

     DB may be reached at:

          Deutsche Bank AG Filiale Deutschlandgeschaft
          Adolphsplatz 7, 20457 Hamburg,
          Germany
          Fax: +49 40 3701 4550
          Attention: Dirk Niedereichholz

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

     By: /s/ Jerome Salle
     Name: Jerome Salle
     Title: Director

     By: /s/ Eden Rahman
     Name: Eden Rahman
     Title: Associate

     Credit Agricole may be reached at:

          Credit Agricole Corporate and Investment Bank
          9 quai du President Paul Doumer
          92920 Paris La Defense
          France
          Fax: +33 1 41 89 29 97
          Attn: Shipping Department

                - and -

          Credit Agricole Corporate and Investment Bank, New York
          Ship Finance Department
          1301 Avenue of the Americas
          New York, NY 10019
          Attention: Jerome Duval / Michael Choina
          Tel: 212-261-4039 / 212-261-7363
          Fax: +1 917 849 6377
          Email: jerome.duval@ca-cib.com
                 michael.choina@ca-cib.com

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)

     By: /s/ Arne Juell-Skieise
     Name: Arne Juell-Skieise
     Title:

     By: /s/ Olof Kajerdt
     Name: Oloj Kajerdt
     Title:

     Skandinaviska may be reached at:

          Skandinaviska Enskilda Banken AB (publ)
          Shipping Finance, KA3
          Kungstradgardsgatan 8
          106 40 Stockholm
          Sweden
          Fax: +46 8 678 02 06
          Attention: Arne Juell-Skieise

DVB BANK SE

     By: /s/ Tarun Gulati
     Name: Tarun Gulati
     Title:  Senior Vice President

     By: /s/ I. Monhemius
     Name: I. Monhemius
     Title: Senior Vice President

     DVB Bank may reached at:

          DVB Bank SE
          Platz der Republik 6
          D-60325 Frankfurt-am-Main
          Germany
          Fax: +49 69 9750 4875
          Attention: Shipping Loans Administration Department

KAYNE ANDERSON CAPITAL ADVISORS, L.P.,
ON BEHALF OF ITSELF AND FUNDS AND ACCOUNTS UNDER
MANAGEMENT WHO ARE CONTROLLED AFFILIATES

     By: /s/ Michael Schimmel
     Name: Michael Schimmel
     Title: Portfolio Manager

     Kayne may be reached at:

          Michael Schimmel
          Email: mschimmel@kaynecapital.com

WILFRED ADVISORS AG

     By: /s/ Nicholas W. Walsh
     Name: Nicholas W. Walsh
     Title: President

     Wilfred Advisors may be reached at:

          Wilfrid Global Opportunity Fund LP
          c/o Wilfrid Aubrey LLC
          405 Lexington Avenue, Suite #3503
          New York, NY 10174

FIDELITY SECURITIES FUND: FIDELITY LEVERAGED COMPANY STOCK FUND

     By:/s/  Joseph Zambello
     Name: Joseph Zambello
     Title: Deputy Treasurer

FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR LEVERAGED COMPANY
STOCK FUND

     By:/s/  Joseph Zambello
     Name: Joseph Zambello
     Title: Deputy Treasurer

JLP STRESSED CREDIT FUND LP

     By: Phoenix Investment Adviser LLC, its Investment Manager

     By: /s/ Robert Youree
     Name: Robert Youree
     Title:   CFO

     JLP Stressed Credit may be reached at:

          Phoenix Investment Adviser LLC
          Attn: Alex Duncan
          420 Lexington Avenue, Suite 2040
          New York, NY 10170
          E-mail: aduncan@phoenixinvadv.com

          cc: Jeffrey Schultz
          jschultz@phoenixinvadv.com

JLP CREDIT OPPORTUNITY MASTER FUND LTD.

     By: Phoenix Investment Adviser LLC, its Investment Manager

     By: /s/ Robert Youree
     Name: Robert Youree
     Title: CFO

     JLP Credit may be reached at:

          Phoenix Investment Adviser LLC
          Attn: Alex Duncan
          420 Lexington Avenue, Suite 2040
          New York, NY 10170

          cc: Jeffrey Schultz

SCOGGIN LLC AS INVESTMENT ADVISOR ON BEHALF OF;
SCOGGIN CAPITAL MANAGEMENT II LLC AND
SCOGGIN INTERNATIONAL FUND LTD.

     By:  /s/ Dev Chodry
     Name: Dev Chodry
     Title:  Co-Chief Investment Officer for Scoggin LLC

     Scoggin may be reached at:

          Nicole Kramer
          Scoggin LLC
          660 Madison Ave.
          New York, N.Y. 10065
          E-mail: nkramer@scogcap.com

OLD BELLOWS PARTNERS L.P. as investment advisor on behalf of;
SCOGGIN WORLDWIDE FUND LTD and as sub-advisor to the
J. GOLDMAN MASTER FUND L.P.

     By: /s/ Dev Chodry__________________
     Name: Dev Chodry
     Title: Managing Member of the General Partner of
            Old Bellows Partners L.P.

     Old Bellows may be reached at:

          Nicole Kramer
          Scoggin LLC
          660 Madison Ave.
          New York, N.Y. 10065

ADVANTAGE OPPORTUNITIES FUND, L.P.

     By: /s/ Irvin Schlussel
     Name: Irvin Schlussel
     Title:  Managing Partner

MERRILL LYNCH PIERCE FENNER & SMITH, INCORPORATED

     By:/s/ Jonathan M. Barnes
     Name: Jonathan M. Barnes
     Title: Vice President

     Merrill may be reached at:

          Bank of America, N.A.
          214 North Tryon Street
          NC1-027-15-01
          Charlotte, NC 28255
          Attn: Servicing Team TLC004
          Tel: 980-388-8943
          Fax: 704-409-0154
          E-mail: bas.infomanager@bankofamerica.com

BANK OF AMERICA, N.A.

     By:/s/ Jonathan M. Barnes
     Name: Jonathan M. Barnes
     Title: Vice President

     BofA may be reached at:

          Bank of America, N.A.
          214 North Tryon Street
          NC1-027-15-01
          Charlotte, NC 28255
          Attn: Servicing Team TLC004
          Tel: 980-388-8943
          Fax: 704-409-0154
          E-mail: bas.infomanager@bankofamerica.com

PERMAL STONE LION FUND LTD.

     By: Stone Lion Capital Partners L.P.,
     Investment Manager

     By: /s/ Claudia Borg
     Name: Claudia Borg
     Title: Authorized Signatory

     Permal may be reached at:

          Claudia Borg
          c/o Stone Lion Capital Partners L.P.
          555 Fifth Avenue, 18th Floor
          New York, NY 10017
          E-mail: cborg@stonelioncapital.com

P&S CREDIT MANAGEMENT, L.P.

     By:/s/ James Palmisciano
     Name: James Palmisciano
     Title: Chief Investment Officer

     P&S may be reched at:

          Gracie Asset Management
          Attn: James Palmisciano
          399 Park Avenue, 6th Floor
          New York, NY 10022

CREDIT VALUE PARTNERS, LP for funds and accounts under management

     By: Credit Value Partners, LP, as investment manager

     By:/s/ Donald Pollard
     Name: Donald Pollard
     Title:  Managing Partner

     Credit Value may be reached at:

          Ryan Eckert
          Credit Value Partners, LP
          49 W. Putnam Ave.
          Greenwich, CT 06830
          Tel: (212)-493-4465
          Mobile: (860)-690-8409
          E-mail: reckert@cvp7.com

STONE LION PORTFOLIO L.P.

     By: Stone Lion Capital Partners L.P.,
     Its Investment Manager

     By: /s/ Claudia Borg
     Name: Claudia Borg
     Title: General Counsel

     Stone Lion may be reached at:

          Claudia Borg
          c/o Stone Lion Capital Partners L.P.
          555 Fifth Avenue, 18th Floor
          New York, NY 10017
          E-mail: cborg@stonelioncapital.com

NEW GENERATION ADVISORS, LLC

     By: /s/ Johan D. Goedkoop
     Name: Johan D. Goedkoop
     Title: Vice President

     New Generation may be reached at:

          Johan D. Goedkoop
          New Generation Advisors, LLC
          49 Union Street
          Manchester, MA 01944
          Tel: 978.704.6202
          E-mail: daan@turnarounds.com

SPCP GROUP, LLC

     By: /s/ David Steinmetz
     Name:  David Steinmetz
     Title: Authorized Signatory

     SPCP may be reached at:

          SPCP Group, LLC
          2 Greenwich Plaza, 1st Floor
          Greenwich, CT 06830
          Attn: Adam DePanfilis
          Tel:  203-542-4407
          Fax: 201-719-2157
          Email: 12017192157@tls.ldsprod.com

Pursuant to a Restructuring Term Sheet, the initial directors of
the new board of Reorganized Genco will consist of Peter C.
Georgiopoulos and six other directors to be disclosed in a plan
supplement, including:

     -- two directors selected by Centerbridge Partners, L.P., on
behalf of one or more of its affiliated investment funds;
provided, that if at any time prior to the Plan Effective Date
Centerbridge's aggregate holdings (together with its affiliated
funds and managed accounts) would not entitle it to a pro forma
allocation of (i) at least 20% but more than 10% of the New Genco
Equity, then Centerbridge shall only be entitled to select one
initial director and the four directors will be increased to five
and (ii) at least 10% of the New Genco Equity, then Centerbridge
will not be entitled to select any directors and the four
directors will be increased to six; and

     -- four directors selected by a committee consisting of the
following entities that own, manage, direct, or have investment
authority with respect to indebtedness under the 2007 Credit
Facility:

        (a) Apollo Management Holdings LP;
        (b) Centerbridge;
        (c) Midtown Acquisitions L.P.;
        (d) Panning Capital Management, LP; and
        (e) Solus Alternative Asset Management LP,

in consultation with the Company and the Supporting Noteholders,
by majority vote, with each member of the Board Selection
Committee having one vote with respect to each initial board seat;
provided, that in the event that at any time prior to the Plan
Effective Date, any member of the Board Selection Committee's
aggregate holdings (together with its affiliated funds and managed
accounts) under the 2007 Facility and the Convertible Notes would
not entitle such member (together with its affiliated funds and
managed accounts) to a pro forma allocation of at least 6.25% of
the New Genco Equity, such member shall thereupon automatically
cease to be a member of the Board Selection Committee.

                       About Genco Shipping

Genco Shipping & Trading Limited is a New York City-based company,
incorporated in the Marshall Islands in 2004.  Genco transports
iron ore, coal, grain, steel products and other drybulk cargoes
along worldwide shipping routes through the ownership and
operation of drybulk carrier vessels.  Excluding vessels of Baltic
Trading Limited, Genco's fleet currently consists of 53 drybulk
carriers, including nine Capesize, eight Panamax, 17 Supramax, six
Handymax and 13 Handysize drybulk carriers, with an aggregate
carrying capacity of approximately 3,810,000 deadweight tons
("dwt").  Most of its vessels are chartered to well-known
charterers, including Cargill International S.A., Swissmarine
Services S.A., Pacific Basin Chartering Ltd., Klaveness
Chartering, and Lauritzen Bulkers A/S or LB/IVS Pool, in which
Lauritzen Bulkers A/S acts as the pool manager.


GENCO SHIPPING: Incurred $900MM Debt for Release of Vessel
----------------------------------------------------------
The Genco Auvergne, a bulk carrier registered in Marshall Islands,
was on March 28, 2014, arrested due to a disputed claim with the
charterer of one of Genco Shipping & Trading Limited's other
vessels, namely the Genco Ardennes.

Genco disclosed in a regulatory filing with the U.S. Securities
and Exchange Commission that, in order for the Company to release
the Genco Auvergne from its arrest, the Company entered into a
cash collateralized $0.9 million bank guarantee with Skandinaviska
Enskilda Banken AB on April 3.  The vessel has since been released
from its arrest and the bank guarantee will remain in an escrow
account until the arbitration related to this case is completed.
The SEB Bank Guarantee resulted in additional indebtedness.

"As we are currently in default under the covenants of its 2007
Credit Facility due to the default on a scheduled debt
amortization payment due on March 31, 2014, on April 3, 2014 we
received a consent from the lenders under the 2007 Credit Facility
to incur this additional indebtedness.  Also, under the $253
Million Term Loan Facility for which the Genco Auvergne is
collateralized, we may not incur additional indebtedness related
to its collateralized vessels under this facility.  We also
received a consent from the lenders under the $253 Million Term
Loan Facility on April 3, 2014 in order to enter the SEB Bank
Guarantee," Genco said.

According to Genco, "We have not been involved in any other legal
proceedings which we believe are likely to have, or have had a
significant effect on our business, financial position, results of
operations or cash flows, nor are we aware of any proceedings that
are pending or threatened which we believe are likely to have a
significant effect on our business, financial position, results of
operations or liquidity.  From time to time, we may be subject to
legal proceedings and claims in the ordinary course of business,
principally personal injury and property casualty claims.  We
expect that these claims would be covered by insurance, subject to
customary deductibles.  Those claims, even if lacking merit, could
result in the expenditure of significant financial and managerial
resources."

                       About Genco Shipping

Genco Shipping & Trading Limited is a New York City-based company,
incorporated in the Marshall Islands in 2004.  Genco transports
iron ore, coal, grain, steel products and other drybulk cargoes
along worldwide shipping routes through the ownership and
operation of drybulk carrier vessels.  Excluding vessels of Baltic
Trading Limited, Genco's fleet currently consists of 53 drybulk
carriers, including nine Capesize, eight Panamax, 17 Supramax, six
Handymax and 13 Handysize drybulk carriers, with an aggregate
carrying capacity of approximately 3,810,000 deadweight tons
("dwt").  Most of its vessels are chartered to well-known
charterers, including Cargill International S.A., Swissmarine
Services S.A., Pacific Basin Chartering Ltd., Klaveness
Chartering, and Lauritzen Bulkers A/S or LB/IVS Pool, in which
Lauritzen Bulkers A/S acts as the pool manager.


GENERAL MOTORS: CEO Informed of U.S. Probe in 2011
--------------------------------------------------
Joseph B. White and Jeff Bennett, writing for The Wall Street
Journal, reported that some senior General Motors Co. executives
knew about problems with faulty ignition switches for nearly three
years before launching a limited recall in February, according to
documents released on April 11 by a House committee investigating
the troubled recall.

According to the report, the documents prompted new questions from
lawmakers about Chief Executive Mary Barra's awareness of recall
issues when she was head of GM's product development, though they
don't show that Ms. Barra had any knowledge of the ignition-switch
problem before late last year or had any early involvement in
decisions involving the switches.

However, the documents released by the Energy and Commerce
committee reveal Ms. Barra was informed of an October 2011
discussion of a safety issue involving electronic steering in some
Saturn Ion cars, the Journal said.  In testimony earlier this
month, Ms. Barra said senior executives in the past were
intentionally not involved in details of recalls so as to not
influence them.

Documents released by House investigators on April 11 show that
several current executives of GM were involved for years in
deliberations about how to respond to complaints from owners of
Chevrolet Cobalts, Saturn Ions and other cars built between 2003
and 2007, the report related.

Sen. Richard Blumenthal (D., Conn.) said on April 11 the email and
other documents "continue to raise very serious questions -- which
GM and CEO Mary Barra must address immediately -- about whether
she knew more, and earlier, about disabling defects in GM cars
than she has acknowledged, the report further related.

                    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.


GEORGIA HYDRAULIC: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                     Case No.
      ------                                     --------
      Georgia Hydraulic Cylinders, Inc.          14-57226
      260 The Bluffs
      Austell, GA 30168

      Georgia Hydraulic International, Inc.      14-57223
      260 The Bluffs
      Austell, GA 30168

Chapter 11 Petition Date: April 10, 2014

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

Debtors' Counsel: Rodney L. Eason, Esq.
                  THE EASON LAW FIRM
                  Suite 200, 6150 Old National Highway
                  College Park, GA 30349-4367
                  Tel: 770-909-7200
                  Fax: 770-909-0644
                  E-mail: reason@easonlawfirm.com

                                      Estimated    Estimated
                                        Assets    Liabilities
                                      ----------  -----------
Georgia Hydraulic Cylinders, Inc.     $1MM-$10MM   $1MM-$10MM
Georgia Hydraulic International, Inc. $1MM-$10MM   $1MM-$10MM

The petitions were signed by Joe H. Bajjani, president.

A list of Georgia Hydraulic Cylinders, Inc.'s 19 largest unsecured
creditors is available for free at:

           http://bankrupt.com/misc/ganb14-57226.pdf

A list of Georgia Hydraulic International, Inc.'s two largest
unsecured creditors is available for free at:

           http://bankrupt.com/misc/ganb14-57233.pdf


GRAND SEAS RESORT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Grand Seas Resort Partners
        P.O. Box 331669
        Miami, FL 33233

Case No.: 14-18399

Chapter 11 Petition Date: April 11, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Hon. Jay A. Cristol

Debtor's Counsel: Michael D. Seese, Esq.
                  SEESE, P.A.
                  One East Broward Boulevard, Suite 700
                  Fort Lauderdale, FL 33301
                  Tel: 954-745-5897
                  E-mail: mseese@seeselaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Marsha G. Madorsky, manager of IBER,
LLC, managing general partner.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb14-18399.pdf


GREEN AUTOMOTIVE: Anton & Chia Raises Going Concern Doubt
---------------------------------------------------------
Green Automotive Company filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the year
ended Dec. 31, 2013.

Anton & Chia, LLP, expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has sustained recurring losses totaling $110.89 million and a
stockholders' deficit of $73.66 million.

The Company reported a net loss of $16.36 million on $3.03 million
of revenue in 2013, compared with a net loss of $85.55 million on
$0.32 million of revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $1.89 million
in total assets, $75.55 million in total liabilities, and a
stockholders' deficit of $73.66 million.

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

                        http://is.gd/9w5yzL

                  About Green Automotive Company

Green Automotive Company is a vehicle design, engineering,
manufacturing and distribution company. The Company also provides
after sales program. It possesses a portfolio of businesses and is
active in three main market segments: Cutting edge technology
development, engineering and design with a focus on zero and low
emission vehicle solutions; Manufacturing and customization of
vehicles for markets with the potential to be converted into low
emission or electric vehicles, such as shuttle buses, taxis,
commercial vehicles, and After sales services for electric or low
emission vehicles, including servicing and repair.


GYMBOREE CORP: Bank Debt Trades at 13% Off
------------------------------------------
Participations in a syndicated loan under which Gymboree Corp is a
borrower traded in the secondary market at 87.85 cents-on-the-
dollar during the week ended Friday, April 11, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 1.73
percentage points from the previous week, The Journal relates.
Gymboree Corp pays 350 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Feb. 23, 2018.  The bank
debt carries Moody's B2 and Standard & Poor's B- rating.  The loan
is one of the biggest gainers and losers among 204 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Headquartered in San Francisco, California, The Gymboree
Corporation is a leading retailer of infant and toddler apparel.
The company designs and distributes infant and toddler apparel
through its stores which operates under the "Gymboree", "Gymboree
Outlet", "Janie and Jack" and "Crazy 8" brands in the United
States, Canada and Australia. Revenues are approximately $1.2
billion. The company is owned by affiliates of Bain Capital
Partners LLC.


HALLWOOD GROUP: Files Amended 13E-3 Transaction Statement
---------------------------------------------------------
An amendment No. 4 to Rule 13E-3 transaction statement was filed
with the U.S. Securities and Exchange Commission pursuant to
Section 13(e) of the Securities Exchange Act of 1934, as amended,
by (i) The Hallwood Group Incorporated, the issuer of the shares
of common stock, par value $.10 per share that are subject to the
Rule 13e-3 transaction; (ii) Hallwood Financial Limited
("Parent"), (iii) HFL Merger Corporation ("Merger Sub"), a wholly
owned subsidiary of Parent; (iv) Hallwood Family Investments Ltd.
("HFI"), (v) Anthony J. Gumbiner, Chairman and chief executive
officer of the Company and a director of each of Parent and HFI,
and (vi) Marie Magdeleine Gumbiner, a director of each of Parent
and HFI.

The Transaction Statement relates to the Agreement and Plan of
Merger, dated as of June 4, 2013, by and among the Company,
Parent, and Merger Sub, as amended by that certain Amendment to
Agreement and Plan of Merger, dated as of July 11, 2013, and as
further amended by that certain Second Amendment to Agreement and
Plan of Merger, dated as of Feb. 7, 2014.  If the conditions to
the closing of the Merger Agreement are either satisfied or, to
the extent permitted, waived, Merger Sub will be merged with and
into the Company at the effective time of the Merger, at which
time the separate corporate existence of Merger Sub will cease,
and the Company will continue as the surviving company in the
Merger and a wholly owned subsidiary of Parent.

The board of directors of the Company formed a special committee
consisting of three independent directors of the Company, to
evaluate the Merger and other alternatives available to the
Company.  The Special Committee unanimously determined that the
transactions contemplated by the Merger Agreement, including the
Merger, are advisable and in the best interests of the Company and
its stockholders, and unanimously recommended that the Board
approve and declare advisable the Merger Agreement and the
transactions contemplated thereby, including the Merger, and that
the Company's stockholders vote for the adoption of the Merger
Agreement.

A copy of the amended Schedule 13E-3 is available for free at:

                        http://is.gd/t4Czrb

                        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.

The Hallwood Group incurred 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.


HAYDEL PROPERTIES: BancorpSouth Seeks to Foreclose
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
convened a hearing on April 10, 2014, at 2:00 p.m., to consider
creditor BancorpSouth Bank's motion to compel compliance with the
Chapter 11 Plan, or in the alternative, for relief from stay
against the properties of Haydel Properties, LP.

Laura Henderson-Courtney, Esq., at Underwood Law Firm PLLC, on
behalf of Bank filed the motion.  The real properties at issue
include those located at:

   1. 4019 8th Street, Gulfport Mississippi;

   2. 702 Mills Ave, Gulfport Mississippi; and

   3. 823 41st Ave, Gulfport Mississipi.

The Bank said that it has provided permanent financing in
connection with the properties and the Debtor is in default with
its indebtedness.

The Court was also slated to consider at the April 10 hearing the
request of secured creditor The Peoples Bank, Biloxi Mississippi,
which has sought dismissal of the Chapter 11 case.

                    About Haydel Properties LP

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

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

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


HDOS ENTERPRISES: Hearing on Critical Vendors Motion Continued
--------------------------------------------------------------
The Bankruptcy Court continued until May 6, 2014, at 11:00 a.m.,
the hearing to consider HDOS Enterprises' motion to pay
prepetition claims of certain critical vendors necessary for its
continued operations.

As reported in the Troubled Company Reporter on Feb. 11, 2014, the
Debtor sought authority to pay its main supplier, Shamrock
Foods Company, for 20 days' worth of its prepetition claim, which
the Debtor estimates to be approximately $200,000.  The Debtor
also sought authority to pay all credit card processing fees and
chargebacks owed prepetition to its credit card processors.  The
Debtor estimates the prepetition processing fees to be $31,200 and
expects the chargebacks to be de minimus, especially in comparison
to the value to the Chapter 11 estate of continuing to accept
payment by credit card in an uninterrupted fashion.

                    About Hot Dog On A Stick

Established in 1946 in Southern California, Hot Dog On A Stick --
http://www.hotdogonastick.com-- is known for its fair-inspired
menu of corn dogs, lemonades, and a sampling of other menu items
such as cheese on a stick, hot dog in a bun, fries, and funnel
cake sticks.  HDOS is owned by its employees.

HDOS Enterprises sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D.
Cal.).  The case is assigned to Judge Neil W. Bason.

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq.,
at Friedman Law Group, P.C., in Los Angeles, California.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, serves
as claims, noticing and balloting agent.  The Law Offices of Brian
H. Cole serves as special counsel.  The petition was signed by Dan
Smith, president and CEO.

The U.S. Trustee has appointed three members to an official
committee of unsecured creditors.  The Committee retained
Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Los Angeles, California, as counsel.


HDOS ENTERPRISES: FTI Okayed as Panel's Financial Advisors
----------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors in the Chapter 11 case of HDOS Enterprises to
retain FTI Consulting, Inc. as its financial advisor effective as
of Feb. 19, 2014.

As reported in the Troubled Company Reporter on April 8, 2014, FTI
Consulting is expected to, among other things:

   (a) assist in the review of financial related disclosures
       required by the Court, including the Schedules of Assets
       and Liabilities, the Statement of Financial Affairs and
       Monthly Operating Reports;

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

   (c) assist with the assessment and monitoring of the Debtor's
       short term cash flow, liquidity, and operating results.

FTI Consulting will be paid at these hourly rates:

       Senior Managing Directors           $800 - $925
       Directors/Managing Directors        $580 - $765
       Consultants/Senior Consultants      $300 - $550
       Administrative/Paraprofessionals/   $120 - $250
       Associates

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

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

                    About Hot Dog On A Stick

Established in 1946 in Southern California, Hot Dog On A Stick --
http://www.hotdogonastick.com-- is known for its fair-inspired
menu of corn dogs, lemonades, and a sampling of other menu items
such as cheese on a stick, hot dog in a bun, fries, and funnel
cake sticks.  HDOS is owned by its employees.

HDOS Enterprises sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D.
Cal.).  The case is assigned to Judge Neil W. Bason.

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq.,
at Friedman Law Group, P.C., in Los Angeles, California.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, serves
as claims, noticing and balloting agent.  The Law Offices of Brian
H. Cole serves as special counsel.  The petition was signed by Dan
Smith, president and CEO.

The U.S. Trustee has appointed three members to an official
committee of unsecured creditors.  The Committee retained
Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Los Angeles, California, as counsel.


HEDWIN CORPORATION: Arranges $6.5-Mil. DIP Financing From BofA
--------------------------------------------------------------
Hedwin Corporation is seeking approval from the bankruptcy court
to enter into a $6.5 million debtor-in-possession financing
facility with Bank of America, N.A.

The Debtor has secured indebtedness to BofA, as successor to
LaSalle Business Credit, LLC, (a) principal in an amount not less
than $4.98 million under prepetition revolving loans; and (b)
principal in the amount of $600,000 under a prepetition term loan.
The Debtor also has a subordinate debt obligation owed to ACP-I,
L.P. in the amount of $3.20 million, exclusive of attorneys' fees,
accrued interest or other fees.

The Debtor requires immediate access to liquidity to maintain and
continue its business operations.  The Debtor has limited cash on
hand, and its projected short-term cash receipts are insufficient
to cover its operating expenses.

The Debtor seeks court approval to:

  -- use cash collateral and obtain up to approximately $430,000
in post-petition advances from Bank of America on an interim basis
for a period from the Petition Date through and including May 2,
2014; and

  -- use cash collateral and obtain up to $6.5 million in secured
financing from Boa upon entry of a final order.

Bank of America has agreed to the Debtor's use of cash collateral
and access to financing on these terms:

  * Borrower:    Debtor

  * Lender:      Bank of America, N.A.

  * Facility:    Senior secured revolving credit facility in the
                 maximum principal amount of $6,500,000, subject
                 to a borrowing base and other terms and
                 conditions.  The interim borrowing limit is
                 $430,000 above the prepetition revolving loans
                 balance.

  * Interest
    Rate:        Revolving Loans at prime plus 3%; Term Loan at
                 prime plus 3.5%, and interest on the loans will
                 continue to be due and payable on the first day
                 of each month.

  * Maturity:    June 30, 2014, subject to early termination
                 events including, without limitation, the
                 occurrence of one or more events of default
                 (including failure to obtain final approval of
                 the DIP financing on or before May 2, 2014) and
                 the failure of the Debtor to achieve the sale
                 milestones.

  * Adequate
    Protection:  The Debtor will provide:

                  -- Adequate Protection payments comprised of
                     monthly interest payments on the revolving
                     loans and the term loan, and monthly
                     principal payment in the amount of $25,000 on
                     the term loan.

                  -- Replacement liens, additional liens and
                     superpriority administrative expense claims
                     to the extent of diminution in BofA's
                     interest in the pre-petition collateral.

                  -- Payment of revolving loan as a gradual "roll-
                     up" of prepetition loans, whereby proceeds of
                     accounts receivable and inventory (ordinary
                     course sales) are applied first to the
                     prepetition revolving loans until paid in
                     full, and then to postpetition revolving
                     loan.

                  -- Priming perfected liens and superpriority
                     administrative expense claims on all
                     collateral, excluding avoidance actions,
                     subject only to a carve-out for professional
                     fees.

  * Unused
    Line Fee:    Monthly fee of 0.5% per annum.

  * Postpetition
    Closing
    Fee:         $106,500 payable at earlier of closing of the
                 sale agreement or the termination date.

  * Postpetition
    Liens:       BofA is granted a postpetition lien superior in
                 priority to all other secured and unsecured
                 creditors of the Debtor's estate. In addition,
                 ACP is granted a replacement lien of the same
                 type and nature as its prepetition collateral and
                 junior in priority to any liens of Bank of
                 America.

                   U.S. Trustee's Objection

The U.S. Trustee, the arm of the U.S. Department of Justice that
monitors bankruptcy cases, pointed out that attached to the
Debtor's DIP motion is a 45-page, highly complex proposed order
that not only would authorize the Debtor to receive needed post-
petition financing, but also would impermissibly award -- on an
emergency basis, and with extremely limited notice --
unreasonable, overreaching, and unfair protections to the proposed
post-petition lender, Bank of America to, perhaps, the serious
detriment of unsecured creditors and other parties in this case.

According to the U.S. Trustee, unreasonable and overreaching
provisions include, without limitation: cross-collateralization of
pre- and post-petition claims at the interim stage; permanent
injunctions against third party creditors with little or perhaps
no notice; requirements for Debtor to pay unknown amounts of
transaction fees inclusive of professional fees not subject to
review or authorization; restrictions on marshaling; and automatic
stay relief.

                    Other First Day Motions

Aside from the proposed DIP financing, the Debtor on the petition
date, filed motions to pay prepetition wages and benefits,
continue using its bank accounts, and pay prepetition benefits
related to its self-insured health care plan.

                        Road to Bankruptcy

In 2012, the Debtor recorded net sales of $44 million with a gross
profit of $4.5 million, and the following year, the Debtor
generated net sales of $43.5 million and had a gross profit of
$3.4 million. The decline in profitability in 2013 was primarily
attributable to the business interruption resulting from a major
fire in June 2013 to the Debtor's manufacturing facility. The fire
negatively affected the Debtor's operations, causing a shutdown in
certain assembly lines.

These actors and events have negatively impacted and continue to
adversely affect the Debtor's business operations and its
financial condition; (i) expenses incurred and losses sustained
due to the June 2013 fire; (ii) fluctuating and higher resin
prices; (iii) margin compression; and (iv) delayed capital
investment in equipment and production processes, resulting in
increased production costs and inefficiencies.

In October, 2013, the Debtor hired Shared Management Resources,
Ltd., by and through its managing director Charles S. Deutchman,
as Chief Restructuring Officer, to explore various strategies. In
December 2013, the Debtor retained Mesirow Financial, Inc., as its
investment banker to assist the Debtor in identifying strategic
alternatives.

The Debtor, in consultation with its advisors, determined that the
filing of a Chapter 11 bankruptcy case was necessary and
appropriate and that a sale of substantially all of the Debtor's
assets was the best option presently available to maximize value
and preserve employee jobs.

The Debtor conducted extensive marketing efforts for the sale of
its business.  Seventy-eight parties were contacted to elicit
interest in acquiring the Debtor's business.  The Debtor has
received a Stalking Horse Offer from Fujimori Kogyo Co., Ltd. for
the purchase of substantially all of the Debtor's assets.

                     About Hedwin Corporation

Founded in 1946, Hedwin Corporation is a manufacturer of
customized industrial plastic packaging, which it sells to
wholesalers and distributors throughout the United States, Canada
and Europe.  Its manufacturing facility is located at 1600 Roland
Heights Avenue, Baltimore, Maryland.  It has a warehouse facility
at 1700 West 41st Street, Baltimore, Maryland and a warehouse and
assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada.  All
of the facilities are leased.

As of the fiscal year end December 31, 2013, the Debtor had total
assets of approximately $15 million.

Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case
No. 14-151940) in Maryland on April 2, 2014, to sell its assets to
Fujimori Kogyo Co., Ltd., absent higher and better offers.

The Debtor has tapped Tydings and Rosenberg, in Baltimore,
Maryland, as counsel, and Shared Management Resources, Ltd.'s
Charles S. Deutchman as chief restructuring officer.

The 11 U.S.C. Sec. 341(a) meeting of creditors is slated for May
7, 2014, 10:00 a.m. at 341 meeting room 2650 at 101 W. Lombard
St., Baltimore.

The Debtor is required to submit its formal schedules of assets
and liabilities and statement of financial affairs by April 16,
2014.

According to the docket, the deadline for filing proofs of claims
is on Aug. 5, 2014.  The deadline for filing governmental proofs
of claims is on Sept. 29, 2014.  The exclusive period to propose a
plan expires July 31, 2014.


HEDWIN CORPORATION: Proposes Shared Mgt. Resources as CRO
---------------------------------------------------------
Hedwin Corporation filed an application to employ Shared
Management Resources, Ltd., to provide a chief restructuring
officer.

On Feb. 24, 2014, Hedwin entered into a letter agreement with SMR,
pursuant to which SMR, through its managing director, Charles S.
Deutchman, agreed to serve as the CRO.

SMR has agreed to continue providing certain consulting and
restructuring services to the Debtor postpetition, including

   -- evaluating the Debtor's cash position and utilization of
      collateral base with the Bank of America, N.A.;

   -- managing the sales and marketing of the business by Mesirow
      Financial, Inc., including participation in all substantive
      discussions and meetings with prospective buyers, and
      providing updates on the sales process to both Debtor's
      management and board of directors; and

  -- enhancing the Debtor's "Dashboard" reporting mechanism to
     assist management in effectively monitoring the Debtor's
     critical operations.

SMR will be compensated at a flat rate of $1,900 per day, and will
be reimbursed for all reasonable and necessary out-of-pocket
expenses.  Prior to the Petition Date, the Debtor provided a
$5,000 retainer to SMR.

Mr. Deutchman attests that SMR is a disinterested person, as that
term is defined by the Bankruptcy Code.

SMR may be reached at:

    Charles S. Deutchman
    SHARED MANAGEMENT RESOURCES
    28026 Gates Mills Blvd
    Pepper Pike, OH 44124-4730
    Tel: (216) 978-6565
    E-mail: cdeutchman@shrmgtres.com

                     About Hedwin Corporation

Founded in 1946, Hedwin Corporation is a manufacturer of
customized industrial plastic packaging, which it sells to
wholesalers and distributors throughout the United States, Canada
and Europe.  Its manufacturing facility is located at 1600 Roland
Heights Avenue, Baltimore, Maryland.  It has a warehouse facility
at 1700 West 41st Street, Baltimore, Maryland and a warehouse and
assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada.  All
of the facilities are leased.

Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case
No. 14-151940) in Maryland on April 2, 2014, to sell its assets to
Fujimori Kogyo Co., Ltd., absent higher and better offers.

As of the fiscal year end December 31, 2013, the Debtor had total
assets of approximately $15 million.

The Debtor has secured indebtedness to BoA, as successor to
LaSalle Business Credit, LLC; (a) principal in an amount not less
than $4.98 million under prepetition revolving loans; and (b)
principal in the amount of $600,000 under a prepetition term loan.
The Debtor also has a subordinate debt obligation owed to ACP-I,
L.P. in the amount of $3.20 million, exclusive of attorneys' fees,
accrued interest or other fees.

The Debtor has tapped Tydings and Rosenberg, in Baltimore,
Maryland, as counsel, and Shared Management Resources, Ltd.'s
Charles S. Deutchman as chief restructuring officer.


HOFFMAN VACATION: Motion Filed 2 Mins. Before Closing Time Tossed
-----------------------------------------------------------------
Colorado Bankruptcy Judge Howard R. Tallman denied Hoffman
Vacation Rentals, LLC's Second Motion to Extend Small Business
Plan Confirmation Deadline Pursuant to 11 U.S.C. Sec. 1121(e)(3).

The confirmation deadline had previously been extended to April 7,
2014.  On that date, at 4:58 p.m. the Court received the
electronically filed Motion.

V.R. Commercial Ventures, a creditor, objected to the request.

Under Sec. 1129(e) a small business debtor is required to confirm
its reorganization plan within 45 days following the filing of its
plan unless the time for confirmation is extended by the court.
In seeking such an extension, a Debtor must provide notice to
interested parties and the Court must enter the order prior to the
extension of the deadline.

Judge Tallman said he cannot find that the Debtor gave effective
notice of its Motion to interested parties.  Given the fact that
the Motion was filed two minutes prior to the Court's close of
business on the date the deadline expired, the filing of the
Motion was not calculated to afford the interested parties an
opportunity to review the Motion and respond prior to the Court's
deadline for entry of an order.  Nor was the filing reasonably
calculated to allow the Motion to come to the Court's attention in
time to comply with the requirement in Sec. 1121(e)(3)(C) that the
order extending the deadline be entered prior to expiration of the
existing deadline.

A copy of the Court's April 10, 2014 Order is available at
http://is.gd/JXgdi1from Leagle.com.

Hoffman Vacation Rentals, LLC, dba Rocky Mountain Vacation
Rentals, filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No.
13-13579) on March 12, 2013, listing under $1 million in both
assets and liabilities.  The Debtor is represented by Lee M.
Kutner, Esq., at Kutner Miller Brinen, P.C.  Copies of the
petition and the list of creditors are available at:

     http://bankrupt.com/misc/cob13-13579p.pdf
     http://bankrupt.com/misc/cob13-13579c.pdf


HOUSTON REGIONAL: Sports Channel Asks to Rerun Ads
--------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that the
struggling sports network that broadcasts games for two Houston
professional sports teams -- Major League Baseball?s Houston
Astros and the NBA?s Houston Rockets -- plans to rerun some TV ads
for free after failing to meet minimum ratings levels when the ads
originally aired.

According to papers filed in U.S. Bankruptcy in Houston, there
weren?t enough people watching Comcast SportsNet Houston when
spots for some 47 different advertisers ran, the report related.

The 18-month-old channel broadcasts to only about 40% of Houston
households, the report further related.  The network is available
to Comcast Corp. subscribers but has had trouble convincing
competitors such as DirecTV and Dish Networks to carry the network
in exchange for subscriber fees, which some have said are too
high.

Also, since Texas entrepreneur Jim Crane bought the Astros for
more than $600 million in 2011, he has dumped high-price talent,
the report further related.  The team finished with the worst
record in baseball last season.

Comcast SportsNet Houston officials are proposing to rerun certain
ads for free to keep those advertisers happy, but they?ve asked
U.S. Bankruptcy Court Judge Marvin Isgur to approve that move
first, the report said.

             About Houston Regional Sports Network

An involuntary Chapter 11 bankruptcy petition was filed against
Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet
Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013.

The involuntary filing was launched by three units of Comcast/NBC
Universal and a television-related company.  The petitioners are:
Houston SportsNet Finance LLC, Comcast Sports Management Services
LLC, National Digital Television Center LLC, and Comcast SportsNet
California, LLC.

The petitioning creditors have filed papers asking the Bankruptcy
Judge to appoint an independent Chapter 11 trustee "to conduct a
fair and open auction process for the Network's business assets on
a going concern basis."

Houston Regional Sports Network is a joint enterprise among
affiliates of the Houston Astros baseball team, the Houston
Rockets basketball team, and Houston SportsNet Holdings, LLC --
"Comcast Owner" -- an affiliate of Comcast Corporation.  The
Network has three limited partners -- Comcast Owner, Rockets
Partner, L.P., and Astros HRSN LP Holdings LLC.  The primary
purpose of Houston Regional Sports Network is to create and
operate a regional sports programming service that produces,
exhibits, and distributes sports programming on a full-time basis,
including live Astros and Rockets games within the league-
permitted local territories.

Counsel for the petitioning creditors are Howard M. Shapiro, Esq.,
at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster,
Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent
P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at
Davis Polk & Wardwell LLP.

Judge Marvin Isgur presides over the case.

The Network was officially placed into Chapter 11 bankruptcy
pursuant to a Feb. 7 Order for Relief.

Harry Perrin, Esq., represents Astros owner Jim Crane.  Alan
Gover, Esq., represents the Rockets.

The Astros are represented by Richard B. Drubel, Esq., Colleen A.
Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller
& Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies,
Schiller & Flexner in Washington, DC.  Comcast Corporation and
NBCUniversal Media, LLC, are represented by Vincent P. Slusher,
Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger,
Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq.,
and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and
Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP.  Attorney for McLane
Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq.,
at Fisher Boyd & Huguenard, LLP.


IMS HEALTH: Moody's Hikes Corp. Family Rating to 'B1'
-----------------------------------------------------
Moody's Investors Service upgraded IMS Health, Inc.'s Corporate
Family ("CFR") and Probability of Default Ratings ("PDR"), to B1
and B1-PD, from B2 and B2-PD, respectively, following completion
of IMS's initial public offering ("IPO"). Moody's affirmed all
other debt ratings, including the Ba3 senior secured and B3 senior
unsecured facility ratings, and assigned a Speculative Grade
Liquidity rating of SGL-2. The ratings outlook is stable. This
action concludes the review of IMS's ratings opened on February
26, 2014.

Rating Rationale

The upgrade to B1 CFR reflects pro-forma debt to EBITDA of about
5.0 times, with prospects for further deleveraging, given the
generally predictable amount of IMS's free cash flow, which
Moody's expects to be about $350 million annually. The IMS IPO
raised slightly over $1.0 billion in primary-share proceeds, in
line with the company's expectations and which will be used to
reduce a similar amount of net debt. Pro-forma, Moody's estimates
this would lower interest expense by about $170 million, and
reduce debt to EBITDA to about 5.0 times (after Moody's standard
adjustments). This leverage level is at the weak end compared to
other companies at a similar rating, although IMS does have stable
and substantial cash flow prospects.

In addition to the improved free cash flow from the lower annual
interest obligations, IMS now has in place a new, $500 million
revolving credit facility, replacing $375 million of existing
capacity. IMS is expected to have well over $300 million of cash,
resulting in a good liquidity position and reflected in the SGL-2
liquidity rating.

The stable outlook reflects Moody's expectations for strong free
cash flows, on the order of more than $350 million annually (as
compared to roughly $250 million last year), as a result of lower
interest expense and continued strong, low-30% EBITDA margins,
which may expand from ongoing cost-reduction efforts. We
anticipate some acquisitions to support modest organic growth in
revenues, which otherwise should increase in the range of 3 or 4%
annually. Strong free cash flows and growth in absolute EBITDA
levels should enable IMS to delever, to close to 4.0 times by late
2015. Finally, Moody's expects that IMS, operating with diminished
private equity sponsor control, will not pursue financial policies
that would increase financial leverage.

Moody's affirmed the Ba3 facility ratings on all of IMS's senior
secured debt, and affirmed the B3 ratings on IMS's $500 million of
6% senior notes, which will remain in place post-closing of the
refinancing and which constitute the only bonds that will exist in
the capital structure of the consolidated IMS. With a higher
portion of senior secured debt in IMS's post-IPO capital structure
(87% versus about 55%), and less loss-absorbing junior debt, the
secured debt rating is now one notch above the B1 CFR (instead of
two notches above the former, B2 CFR). Similarly, the 6% unsecured
notes have a facility rating that's now two notches below the CFR,
instead of one.

Moody's will withdraw the ratings on all bank debt and notes that
will be replaced or refinanced as a result of the transaction,
including the $1.0 billion, 12.5% notes at IMS, and the $750
million, 7.375% subordinated PIK notes at parent company
Healthcare Technology Intermediate, Inc..

The ratings could be downgraded if we expect any decline in
organic revenue or disruption in EBITDA growth, or if IMS makes
acquisitions that are larger than internally generated cash flow
and which could prolong deleveraging. The ratings could be raised
with maintenance of debt-to-EBITDA below 4.0 times, free-cash-
flow-to-debt solidly above 10%, and a demonstrated commitment to
balanced financial policies.

Issuer: IMS Health Incorporated

   Senior unsecured bonds due 2020; point estimate revised down
   to a range of LGD6, 92%, from a range of LGD5, 75%

Upgrades:

Issuer: IMS Health Incorporated

  PDR Upgraded to B1-PD from B2-PD

  CFR Upgraded to B1 from B2

Assignments:

Issuer: IMS Health Incorporated

  Speculative Grade Liquidity Rating, Assigned SGL-2

Outlook Actions:

Issuer: Healthcare Technology Intermediate, Inc.

Outlook, Changed To Rating Withdrawn From Stable

Issuer: IMS Health Incorporated

Outlook, Changed To Stable From Rating Under Review

Affirmations:

Issuer: IMS Health Incorporated

Senior secured bank credit facilities, Affirmed Ba3

Senior unsecured bonds due 2020, Affirmed B3

Withdrawals:

Issuer: Healthcare Technology Intermediate, Inc.

Senior unsecured bonds due 2018, Withdrawn , previously rated
Caa1

Issuer: IMS Health Incorporated

Senior secured bank credit facilities due August and Sept. 2017,
Withdrawn , previously rated Ba3

Senior unsecured bonds due 2018, Withdrawn , previously rated B3

With Moody's-expected 2014 revenue of approximately $2.65 billion,
Danbury, CT-based IMS Health, Inc. is a leading global provider of
market intelligence to the pharmaceutical and healthcare
industries.


INDU CRAFT: Untimely But Unobjected-To Appeal Can Proceed
---------------------------------------------------------
The U.S. Court of Appeals for the Second Circuit allowed an
untimely -- but unobjected-to -- appeal to proceed on merits,
saying the Court has jurisdiction on the appeal and the opposing
party waived its objection to the non-jurisdictional rule
violation.

In 2007, Appellant Tze Wung Consultants, Ltd. and related
Appellants Trendi Sportswear, Inc. and Indu Craft, Inc., asked the
U.S. Bankruptcy Court for the Southern District of New York
(Drain, J.) to eliminate or suspend discharge under the bankruptcy
plan of a judgment by Trendi Sportswear, Inc. against debtor Indu
Craft, Inc. in the amount of $21,101,348.47. The bankruptcy court
denied Appellants' motions, and Appellants moved for
reconsideration pursuant to Federal Rules of Bankruptcy Procedure
9023 and 9024.

In 2011, the bankruptcy court denied the motions for
reconsideration.  Thereafter, Appellants appealed to the United
States District Court for the Southern District of New York
(Furman, J.), and on July 31, 2012, the district court affirmed
the bankruptcy court's 2007 and 2011 orders.

Tze Wung Consultants filed a motion for reconsideration under
Federal Rule of Civil Procedure 59(e) on August 23, 2012, which
the district court denied on August 27, 2012.

Tze Wung Consultants appealed the district court's judgment to the
Second Circuit on September 20, 2012 -- 51 days after the district
court entered its judgment and past the 30-day time limit that is
prescribed by Federal Rule of Appellate Procedure 4(a)(1)(A) and
incorporated into bankruptcy appeals through Rule 6(b)(1).

Appellants Trendi Sportswear and Indu Craft filed appeals on
August 30, 2012.

In December 2012, Appellee Bank of Baroda, a pre-bankruptcy lender
to Indu Craft, moved to consolidate the three separate appeals,
but Bank of Baroda made no mention of the fact that Tze Wung
Consultants' appeal was untimely.  A panel of the Second Circuit
ordered the appeals to be heard in tandem and sua sponte directed
Tze Wung Consultants and Bank of Baroda to file letter briefs
addressing whether the Second Circuit has jurisdiction over Tze
Wung Consultants' untimely appeal.

Circuit Judge Debra Ann Livingston, who penned the decision, held
that: "We conclude that the 30-day time limit governing appeals
from a district court's judgment as an intermediate appellate body
in a bankruptcy case (and made applicable here by virtue of
Federal Rule of Appellate Procedure 6(b)(1)) is a
nonjurisdictional claim-processing rule, so that untimely appeals
can proceed to the merits if the opposing party fails properly to
object.  Because Bank of Baroda waived its objection to Tze Wung
Consultants' untimely appeal by failing to make such an objection,
we act within our jurisdiction in allowing Tze Wung Consultants'
appeal to proceed along with that of the other Appellants in this
matter."

The appellate case is, TZE WUNG CONSULTANTS, LTD., Appellant, v.
BANK OF BARODA, Appellee, No. 12-3901-cv (2nd Cir.).  A copy of
the Second Circuit's April 10 decision is available at
http://is.gd/xDyDJ3from Leagle.com.

Tze Wung Consultants, Ltd. is represented by:

     Joel Lewittes, Esq.
     LAW OFFICE OF JOEL LEWITTES, ESQ.
     1211 Avenue Of The Americas Lbby 212
     New York, NY 10036
     Tel: (212) 704-6000

Bank of Baroda is represented by:

     William J. Hanlon, Esq.
     SEYFARTH SHAW LLP
     World Trade Center East
     Two Seaport Lane, Suite 300
     Boston, MA 02210-2028
     Tel: (617) 946-4995
     E-mail: whanlon@seyfarth.com

Indu Craft filed a Chapter 11 bankruptcy petition in 1997.  In
March 1999, Indu Craft's Plan of Reorganization was confirmed by
the bankruptcy court.


INTERLEUKIN GENETICS: Joseph Landstra Joins Board of Directors
--------------------------------------------------------------
Interleukin Genetics, Inc., announced several changes to the
Company's Board of Directors.  Joseph Landstra, director of
finance at Alticor Corporate Enterprises, will join the Board as a
director, filling the seat previously vacated by James Weaver as a
representative of Pyxis Innovations Inc., who is leaving Pyxis'
parent company, Alticor to pursue other interests.

Mr. Landstra, a certified public accountant with a background in
corporate audit and finance, will also serve on the Audit
Committee of the Board.  He joins Roger C. Colman, director, in
representing the interests of Pyxis as Interleukin's partner and
shareholder.  In addition, Mr. Weaver will rejoin the Company as
an independent director and will resume his role as Chairman.

Goran Jurkovic has stepped down from his current role as a member
of the Board of Directors due to the requirements of other
professional commitments.  Mr. Jurkovic currently serves as senior
vice president and chief financial officer of Delta Dental of
Michigan and affiliated companies.

"These changes to our Board of Directors reflect an evolving and
ongoing relationship with our strategic investors, and give the
Board added resources and experience going forward," said Dr.
Kenneth Kornman, chief executive officer of Interleukin Genetics.
"We thank Goran for his contributions and service to Interleukin
during the last two years, and we will continue our work with
Delta Dental through our launch of PerioPredictTM.  We look
forward to Jim's continued leadership and guidance and welcome
Joe's contributions as we enter a very exciting and transformative
time in our development as a Company."

"Molecular diagnostics will play an integral role in the future of
healthcare and I am happy to have an opportunity to play a role in
the advancement of PerioPredictTM," said Mr. Landstra.  "I look
forward to serving on the Interleukin Board and helping to build
meaningful and sustained growth for the Company and its
shareholders."

                     Stock Purchase Agreement

Interleukin Genetics, on May 17, 2013, entered into a Common Stock
Purchase Agreement with various accredited investors, pursuant to
which Interleukin sold securities to the Purchasers in a private
placement transaction.  Under the terms of the Purchase Agreement,
certain stockholders of the Company, including Pyxis Innovations,
Inc., Delta Dental Plan of Michigan, Inc., and Bay City Capital
Fund V, L.P., have the right to designate representatives to the
Company's Board of Directors.  Under the Purchase Agreement, Pyxis
has the right to designate two representatives to be nominated for
election to the Board, DDMI has the right to designate one
representative to be nominated for election to the Board, and Bay
City has the right to designate two representatives to be
nominated for election to the Board.  On March 25, 2014, DDMI
irrevocably waived its right under the Purchase Agreement to
designate a representative to be nominated for election to the
Board and to replace any such designated Board member in the event
such Board member ceases to serve as a director for any reason.
Accordingly, on March 31, 2014, the Company, Pyxis, DDMI, Bay City
and certain other Purchasers entered into the First Amendment to
the Purchase Agreement to delete the provisions of the Purchase
Agreement related to DDMI's right to designate a representative to
the Board.

Additional information is available for free at:

                        http://is.gd/KqaTuQ

                         About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

Interleukin Genetics incurred a net loss of $7.05 million on $2.42
million of total revenue for the year ended Dec. 31, 2013, as
compared with a net loss of $5.12 million on $2.23 million of
total revenue in 2012.  As of Dec. 31, 2013, the Company had
$10.12 million in total assets, $4.87 million in total liabilities
and $5.25 million in total stockholders' equity.

Grant Thornton LLP, in  Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 3, 2013.  The independent auditors noted
that the Company has incurred recurring losses from operations and
has an accumulated deficit that raise substantial doubt about the
Company's ability to continue as a going concern.

                        Bankruptcy Warning

"The amount of cash we generate from operations is currently not
sufficient to continue to fund operations and grow our business.
We expect that our current and anticipated financial resources,
including the proceeds from the May 2013 Private Placement and
assuming the receipt of an additional $5 million in gross proceeds
from the second tranche of the May 2013 Private Placement will be
adequate to maintain our current and planned operations at least
through the next twelve months.  If we do not receive the
additional $5 million from our current investors we will be forced
to seek additional funding sources.  If we are unable to obtain
such funding, we may have to end our operations and seek
protection under bankruptcy laws," the Company said in its Annual
Report for the year ended Dec. 31, 2013.


JAMES RIVER: Chapter 11 Filing Constitutes "Event of Default"
-------------------------------------------------------------
James River Coal Company and its affiliates filed Chapter 11
petitions on April 7, 2014, which filings constitute an event of
default that accelerates the Company's obligations under these
debt agreements:

   * the Second Amended and Restated Revolving Credit Agreement,
     dated as of June 30, 2011, among the Company, General
     Electric Capital Corporation, as administrative agent, L/C
     Issuer and lender, and the lenders party thereto (as amended,
     supplemented, restated or otherwise modified from time to
     time, the "Existing Credit Agreement") with respect to
     outstanding letters of credit in an aggregate principal
     amount of approximately $64.7 million plus accrued and unpaid
     interest thereon;

   * the Indenture dated as of November 20, 2009 (the "2009
     Convertible Indenture"), between the Company and U.S. Bank
     National Association, as trustee, with respect to an
     aggregate principal amount of $47.3 million of 4.50 percent
     Convertible Senior Notes due 2015 plus accrued and unpaid
     interest thereon;

   * the Indenture dated as of March 29, 2011 (the "2011
     Convertible Indenture"), between the Company and U.S. Bank
     National Association, as trustee, with respect to an
     aggregate principal amount of $13.3 million of 3.125 percent
     Convertible Senior Notes due 2018 plus accrued and unpaid
     interest thereon;

   * the Indenture dated as of March 29, 2011 (the "2011 Senior
     Notes Indenture"), between James River Escrow Inc. and U.S.
     Bank National Association, as trustee, with respect to an
     aggregate principal amount of $270 million of 7.875 percent
     Senior Notes due 2019 plus accrued and unpaid interest
     thereon; and

   * the Indenture dated as of May 22, 2013 (as amended, the "2013
     Convertible Indenture"), between the Company, the subsidiary
     guarantors party thereto and U.S. Bank National Association,
     as trustee, with respect to an aggregate principal amount of
     $133 million of 10.00 percent Convertible Senior Notes due
     2018 plus accrued and unpaid interest thereon.

The Existing Credit Agreement, the 2009 Convertible Indenture, the
2011 Convertible Indenture, the 2011 Senior Notes Indenture and
the 2013 Convertible Indenture each provide that, as a result of
the filing of the Chapter 11 Petitions, all principal, interest
and other amounts due thereunder became immediately due and
payable.

"The ability of the creditors to seek remedies to enforce their
rights under the Existing Credit Agreement, the 2009 Convertible
Indenture, the 2011 Convertible Indenture, the 2011 Senior Notes
Indenture and the 2013 Convertible Indenture is automatically
stayed as a result of the filing of the Chapter 11 Petitions, and
the creditors' rights of enforcement are subject to the applicable
provisions of the Bankruptcy Code," the Company stated in the
filing.

                          About James River

James River Coal Company and 33 of its debtor affiliates filed
Chapter 11 bankruptcy petitions (Bankr. E.D. Va. Case Nos.
14-31848 to 14-31886) on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.  On
the petition date, James River Coal disclosed total asssets of
$1.06 billion and total liabilities of $818.6 million.  Davis Polk
& Wardwell LLP serves as the Debtors' counsel.  Hunton& Williams,
LLP, acts as the Debtors' local counsel.  Kilpatrick Townsend &
Stockton LLP serves as the Debtors' special counsel.  Perella
Weinberg Partners L.P. is the Debtors' financial advisor.
Deutsche Bank Securities Inc. serves as the Debtors' investment
banker and M&G advisor.  Epiq Bankruptcy Solutions, LLC, acts as
the debtors' notice, claims and administrative agent.  Judge
Kevin R. Huennekens oversees the case.


K-V PHARMACEUTICAL: Cancels Registration of Securities
------------------------------------------------------
K-V Pharmaceutical Company filed with the Securities and Exchange
Commission a Form 15 "CERTIFICATION AND NOTICE OF TERMINATION OF
REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF
1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934" with respect to
these securities:

     * Class A Common Stock, par value $0.01 per share
     * Class B Common Stock, par value $0.01 per share
     * 7% Cumulative Convertible Preferred Stock, par value
       $0.01 per share;
     * 12% Senior Secured Notes due 2015; and
     * 2.5% Contingent Convertible Subordinated Notes due 2033

These securities were cancelled in accordance with the Sixth
Amended Joint Chapter 11 Plan of Reorganization of K-V
Pharmaceutical and certain of its wholly owned domestic
subsidiaries, effective Sept. 16, 2013.  In accordance with the
Plan, the reorganized K-V Pharmaceutical Company issued certain
shares of a new class of common stock, par value $0.01 per share
to a limited number of institutional investors in a private
placement exempt from the registration requirements of the
Securities Act of 1933, as amended.

                      About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori
R. Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


LBC DESIGN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: LBC Design Cabinetry, LLC
        PO Box 1212
        Cornelius, NC 28031

Case No.: 14-30605

Chapter 11 Petition Date: April 11, 2014

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: Hon. Laura T. Beyer

Debtor's Counsel: Richard S. Wright, Esq.
                  MOON WRIGHT & HOUSTON, PLLC
                  227 W. Trade Street, Suite 1800
                  Charlotte, NC 28202
                  Tel: (704) 944-6564
                  Fax: (704) 944-0380
                  E-mail: rwright@mwhattorneys.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael J. Hommas, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ncwb14-30605.pdf


LINDSAY GENERAL: State Bank Balks at Adequacy of Plan Outline
-------------------------------------------------------------
State Bank and Trust Company, as assignee for the Federal Deposit
Insurance Corporation, the receiver for United Americas Bank,
N.A., objected to the adequacy of information in the Disclosure
Statement explaining Lindsay General Insurance Agency, LLC, et
al.'s Joint Plan of Reorganization.

State Bank, said that, among other things:

   1. the Disclosure Statement does not give sufficient and
complete information regarding the proper treatment of SBTC's lien
and, concurrently, the proper treatment of the lien of Eastside
Community Bank;

   2. the Disclosure Statement describes a patently unconfirmable
plan; and

   3. the Plan unfairly discriminates against SBTC by distributing
a debenture in the face amount of the debt owed to a Junior
Lienholder while failing to treat SBTC's lien as more than a pro
rata shareholder with the rest and remainder of Debtors'
creditors.

A hearing on the Disclosure Statement was slated for March 27.

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

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

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

The Plan proposes to treat claims and interests as follows:

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

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

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

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

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

           About Lindsay General Insurance Agency, LLC

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

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


MACH GEN: Files Amended Joint Prepackaged Plan
----------------------------------------------
MACH Gen LLC and its debtor affiliates have filed with the
Bankruptcy Court in Delaware a first amended joint prepackaged
plan of reorganization ahead of the April 11 combined hearing on
the plan and disclosure statement.

The amended plan, filed April 9, contained minor modifications.  A
blacklined copy of the Plan is available at no extra charge at:

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

As previously reported by The Troubled Company Reporter, MACH Gen,
a New York-based electricity generator, sought bankruptcy
protection with a prepackaged plan of reorganization, which
proposes to give the company's second-lien debt holders, with Bank
of New York Mellon Corp. as agent, a 93.5% stake in the voting
equity of the reorganized company.

The Debtors said in the Disclosure Statement that the Plan
provides for a restructuring of MACH Gen that will eliminate
approximately $1 billion in debt from its balance sheet.
Second-lien creditors will recover 50% to 65% under the Plan,
while current owners, which took control through a prior debt
restructuring in 2004, are to retain 6.5% of the equity.  Trade
suppliers will be paid in full.

The Plan 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.

Counsel to the Prepetition Lien Agent and DIP Agent are Scott
Griessman, Esq., at White & Case LLP, in New York; Thomas E.
Lauria, Esq., White & Case LLP, in Miami, Florida; and Ellis M.
Butler, Esq., at Hunton & Williams LLP, in Washington, D.C.

Counsel to the Consenting Second Lien Lenders are Patrick J. Nash,
Jr., and Neal Paul Donnelly, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois; and Brian E. Schartz, Esq., at Kirkland & Ellis
LLP, in New York.


MACH GEN: Hires Milbank Tweed as Attorneys
------------------------------------------
MACH Gen, LLC et al ask the U.S. Bankruptcy Court for permission
to employ Milbank, Tweed, Hadley & McCloy LLP as their attorneys.

Tyson M. Lomazow, Esq. -- tlomazow@milbank.com -- a partner at
Milbank, attests that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

The firm, will among other things, provide these services:

a. advising the MACH Gen Entities with respect to their rights,
   powers and duties as debtors in possession in the continued
   operation of their businesses and the management of their
   properties;

b. advising and consulting on the conduct of the Chapter 11
   Cases, including all of the legal and administrative
   requirements of operating in chapter 11; and

c. advising MACH Gen and taking all necessary or appropriate
   actions at MACH Gen's direction with respect to protecting
   and preserving MACH Gen's estates, including the defense
   of any actions commenced against MACH Gen, the negotiation
   of disputes in which MACH Gen is involved and the preparation
   of objections to claims filed against MACH Gen's estates.

The firm's rates are:

     Billing Category           U.S. Range
     ----------------           ----------
       Partners                $975 - $1,220
       Counsel                 $885 - $1,085
       Associates              $385 - $820
       Paraprofessionals       $180 - $325

                       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.


MARTIFER SOLAR: Lender Files Adversary Case on Loan Obligations
---------------------------------------------------------------
Secured lender Cathay Bank has filed a complaint, asking the
Bankruptcy Court:

   1. declare the rights and duties of the parties with respect to
the controversy against Martifer Aurora Solar, LLC, et al.;

   2. for costs of suit incurred herein; and

   3. for attorneys' fees according to agreement or statute
according to proof.

According to Cathay Bank, on Nov. 15, 2012, the Bank made an asset
based business loan to the Debtor and Martifer USA, in the
principal sum of $12,000,000.  In early August 2013, the Bank
discovered that the borrowers were in default of their loan
obligations by virtue of being over advanced pursuant to the terms
and conditions of the Nov. 15, 2012 BLA.

On Dec. 15, 2013, and thereafter, Debtor/Martifer USA deposited
hundreds of thousands of dollars into one or more accounts at
California Bank & Trust, which funds constituted a portion of the
Bank's collateral.

In this relation, controversy has arisen by and between the Bank,
and the Debtors, among other things:

   A. The construction and interpretation of the settlement and
the APA, and any and all other agreements that may have been
entered into arising out of these agreements, including, but
not limited to, a determination of what assets and rights were
transferred to Martifer USA and what assets and rights were
transferred to one or more of the Studio Entities;

   B. The validity, priority or extent of the Bank's perfected
security interest in the assets and rights transferred to Martifer
USA under the Settlement, APA and any other related agreements;

   C. The validity, priority and extent of the Bank's perfected
security interest in the assets and rights purportedly transferred
to the Studio Entities or any of them;

   D. The validity, priority and extent of the Bank's perfected
security interest in the $977,946 Rebate payment held by AEF for
the benefit of Martifer USA.

   E. The validity, priority and extent of the Bank's perfected
security interest in all funds deposited into the California Bank
& Trust account, including but not limited to all funds on deposit
therein on the date the bankruptcy petitions were filed.

                      About Martifer Solar

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

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

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

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

Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors for the Chapter 11 bankruptcy case of Martifer Solar
USA Inc.


MASON COPPELL: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Mason Coppell OP, LLC, filed with the Bankruptcy Court its
schedules of assets and liabilities, disclosing:

    NAME OF SCHEDULE                 ASSETS     LIABILITIES
    ----------------                 ------     -----------
A - Real Property                         0
B - Personal Property            $2,660,170
C - Property Claimed as
    Exempt
D - Creditors Holding Secured                    $3,920,518
    Claims
E - Creditors Holding Unsecured
    Priority Claims                                 $23,836
F - Creditors Holding Unsecured                  $1,901,698
    Nonpriority Claims
                                -----------     -----------
    Total                        $2,660,170      $5,846,054

                     About Mason Coppell

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.

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.  Judge Stacey Jernigan presides over the cases.

The Debtors estimated assets of at least $10 million and debts of
at least $10 million.

The Debtors, except Mason Georgetown Realco, are represented by
Joe E. Marshall, Esq., Thomas D. Berghman, Esq., and Timothy A.
Million, Esq., at Munsch Hardt Kopf & Harr, P.C.  Georgetown
Realco is represented by Jonathan S. Covin, Esq., and Shayla L.
Friesen, Esq., at Wick Phillips Gould & Martin, LLP.

Deloitte Transactions and Business Analytics, LLP, acts as the
Debtors' restructuring advisor with Louis Robichaux serving as
chief restructuring officer.

On March 28, 2014, the United States Trustee appointed an
Unsecured Creditors' Committee in the cases.  To date there has
been no request made for the appointment of a trustee or examiner.
A patient care ombudsman has not yet been appointed.  However, the
Court has scheduled a show cause hearing on April 15 to consider
the appointment of an Ombudsman.

Counsel for the Committee is Cox Smith Mathews Incorporated's Mark
Andrews, Esq.

Counsel for Oxford is Vedder Price P.C.'s Jon Aberman, Esq.

Counsel for THI of Baltimore, Inc., the stalking horse bidder for
the Debtors' assets, is Arent Fox LLP's George P. Angelich, Esq.


MASON COPPELL: Georgetown RealCo Files Schedules
------------------------------------------------
Mason Georgetown RealCo LLC filed with the Bankruptcy Court its
schedules of assets and liabilities, disclosing:

    NAME OF SCHEDULE                 ASSETS     LIABILITIES
    ----------------                 ------     -----------
A - Real Property               $10,790,000
B - Personal Property              $788,634
C - Property Claimed as
    Exempt
D - Creditors Holding Secured                   $12,397,461
    Claims
E - Creditors Holding Unsecured
    Priority Claims                                    $250
F - Creditors Holding Unsecured
    Nonpriority Claims                                 $378
                                -----------     -----------
    Total                       $11,578,634     $12,398,089

                     About Mason Coppell

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.

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.  Judge Stacey Jernigan presides over the cases.

The Debtors estimated assets of at least $10 million and debts of
at least $10 million.

The Debtors, except Mason Georgetown Realco, are represented by
Joe E. Marshall, Esq., Thomas D. Berghman, Esq., and Timothy A.
Million, Esq., at Munsch Hardt Kopf & Harr, P.C.  Georgetown
Realco is represented by Jonathan S. Covin, Esq., and Shayla L.
Friesen, Esq., at Wick Phillips Gould & Martin, LLP.

Deloitte Transactions and Business Analytics, LLP, acts as the
Debtors' restructuring advisor with Louis Robichaux serving as
chief restructuring officer.

On March 28, 2014, the United States Trustee appointed an
Unsecured Creditors' Committee in the cases.  To date there has
been no request made for the appointment of a trustee or examiner.
A patient care ombudsman has not yet been appointed.  However, the
Court has scheduled a show cause hearing on April 15 to consider
the appointment of an Ombudsman.

Counsel for the Committee is Cox Smith Mathews Incorporated's Mark
Andrews, Esq.

Counsel for Oxford is Vedder Price P.C.'s Jon Aberman, Esq.

Counsel for THI of Baltimore, Inc., the stalking horse bidder for
the Debtors' assets, is Arent Fox LLP's George P. Angelich, Esq.


MASON COPPELL: Sec. 341 Creditors' Meeting on April 21
------------------------------------------------------
The United States Trustee for the Northern District of Texas, in
Dallas, will convene a meeting of creditors in the Chapter 11
cases of Mason Coppell OP, LLC, and its affiliated debtors on
April 21, 2014.  The meeting will be held 10:00 a.m. at Dallas,
Room 976.  This is the first meeting of creditors pursuant to 11
U.S.C. Sec. 341(a).

Meanwhile, proofs of claim are due by July 21.

                     About Mason Coppell

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.

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.  Judge Stacey Jernigan presides over the cases.

The Debtors estimated assets of at least $10 million and debts of
at least $10 million.

The Debtors, except Mason Georgetown Realco, are represented by
Joe E. Marshall, Esq., Thomas D. Berghman, Esq., and Timothy A.
Million, Esq., at Munsch Hardt Kopf & Harr, P.C.  Georgetown
Realco is represented by Jonathan S. Covin, Esq., and Shayla L.
Friesen, Esq., at Wick Phillips Gould & Martin, LLP.

Deloitte Transactions and Business Analytics, LLP, acts as the
Debtors' restructuring advisor with Louis Robichaux serving as
chief restructuring officer.

On March 28, 2014, the United States Trustee appointed an
Unsecured Creditors' Committee in the cases.  To date there has
been no request made for the appointment of a trustee or examiner.
A patient care ombudsman has not yet been appointed.  However, the
Court has scheduled a show cause hearing on April 15 to consider
the appointment of an Ombudsman.

Counsel for the Committee is Cox Smith Mathews Incorporated's Mark
Andrews, Esq.

Counsel for Oxford is Vedder Price P.C.'s Jon Aberman, Esq.

Counsel for THI of Baltimore, Inc., the stalking horse bidder for
the Debtors' assets, is Arent Fox LLP's George P. Angelich, Esq.


MCCLATCHY CO: To Sell Anchorage Daily News to Alaska Dispatch
-------------------------------------------------------------
The McClatchy Company has reached a definitive agreement to sell
the Anchorage Daily News to Alaska Dispatch Publishing LLC for $34
million.  The transaction is expected to close in the second
quarter of 2014.

"The Anchorage Daily News is a profitable newspaper that makes us
proud journalistically," said Pat Talamantes, McClatchy's
president and CEO.  "We weren't looking to sell the Daily News,
but after Alaska Dispatch Publishing approached us, we saw
advantages to local ownership in this case and opportunities for
consolidation that would strengthen both news organizations."

At the conclusion of the transaction, McClatchy will publish 29
daily newspapers and their affiliated print and digital products
in 28 U.S. markets in 14 states.

"We are proud to return the Anchorage Daily News to Alaska
ownership once again," said Alice Rogoff, owner of Anchorage-based
Alaska Dispatch Publishing LLC, which publishes the
AlaskaDispatch.com news Web site founded in 2008.  "Across the
country over the past few years, we've seen several daily
newspapers successfully transition to local ownership.  We look
forward to working with the talented team at the Daily News to
help build its future."

McClatchy acquired an 80 percent ownership stake in the paper in
January 1979.  It represented McClatchy's first publishing foray
beyond California's Central Valley.  At the time, the morning
Anchorage Daily News was in financial trouble and much smaller
than its afternoon rival, the Anchorage Times.

The Anchorage Daily News ultimately prevailed to become the
largest daily newspaper in the state, but only after surviving an
old-fashioned, bare-knuckled newspaper war that lasted many years
and saw McClatchy invest significant resources into the paper,
including construction of a new headquarters building in 1986.

Over its rich history, the Anchorage Daily News established a
reputation for journalism excellence, winning two Pulitzer Prizes
for Public Service in 1976 and 1989.

Kevin McClatchy, the company's chairman, said, "This is a
bittersweet moment for all of us at McClatchy.  We are extremely
proud of the Daily News and its employees, their exceptional
service to Alaska's diverse communities and all of their
contributions to McClatchy over the years.  However, this sale not
only makes sense from a local ownership perspective, but it also
allows McClatchy to focus more resources on accelerating our
digital transformation to better serve our communities."

Additional information is available for free at:

                         http://is.gd/agm4ja

                     About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at Sept. 29, 2013, showed $2.60
billion in total assets, $2.54 billion in total liabilities and
$60.25 million in stockholders' equity.

For the year ended Dec. 29, 2013, the Company reported net income
of $18.80 million on $1.24 billion of net revenues as compared
with a net loss of $144,000 on $1.31 billion of net revenues for
the year ended Dec. 30, 2012.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


MEDITERRANEAN HEATING: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Mediterranean Heating & Air Co
        21450 Strathern Street
        Canoga Park, CA 91304

Case No.: 14-11923

Chapter 11 Petition Date: April 11, 2014

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Hon. Maureen Tighe

Debtor's Counsel: Lewis R Landau, Esq.
                  HORGAN ROSEN BECKHAM & COREN LLP
                  23975 Park Sorrento Ste 200
                  Calabasas, CA 91302
                  Tel: 888-822-4340
                  Fax: 888-822-4340
                  E-mail: LLandau@HorganRosen.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael C. Gardner, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-11923.pdf


MEDL MOBILE: KBL LLP Expresses Going Concern Doubt
--------------------------------------------------
MEDL Mobile Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the year
ended Dec. 31, 2013.

KBL, LLP, expressed substantial doubt about the Company's ability
to continue as a going concern, citing that the Company has a net
loss and net cash used in operations of $2.89 million and $2.52
million, respectively, for the year ended December 31, 2013, and
an accumulated deficit of $7.53 million at December 31, 2013.

The Company reported a net loss of $2.89 million on $2.31 million
of total revenue in 2013, compared with a net loss of $2.83
million on $3.39 million of revenue in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $1.28 million
in total assets, $0.48 million in total liabilities, and a
stockholders' deficit of $0.8 million.

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

                        http://is.gd/4tmds2

Fountain Valley, Calif.-based MEDL Mobile Holdings, Inc., has
developed a proprietary system for developing mobile application
software, or ?Apps?.  To date, MEDL Mobile Holdings architected,
designed and developed a library of several hundred apps and
related technologies designed predominately for iPhone, iTouch,
iPad and Android Devices.  MEDL and MEDL Apps have been featured
on CNBC, BBC, ABC, CBS, NBC, CNN, in the pages and web pages of
USA Today, Esquire, Billboard, Fast Company, The New York Times,
The LA Times, The Chicago Tribune, The Orange County Register, The
Washington Post and The Guardian; and by top sites such as
Mashable, Macworld, Yahoo, Huff Post College, TNW and Gizmodo.


MOMENTIVE PERFORMANCE: Files for Ch. 11 with Plan Deal
------------------------------------------------------
Momentive Performance Materials Inc. on April 13 disclosed that it
has entered into a Restructuring Support Agreement with certain of
its key stakeholders regarding the terms of a balance sheet
restructuring plan that will strengthen the Company's financial
position by reducing long-term debt and enhancing liquidity.  The
key terms of the RSA include a $600 million rights offering, which
will provide a significant equity infusion to the Company, along
with the securing of commitments for $1.3 billion of exit
financing.  The RSA has been supported by holders owning
approximately 85% of the company's Second Lien Notes.  To
implement this "pre-negotiated" plan, MPM and its U.S.
subsidiaries on April 13 voluntarily filed to reorganize under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the Southern District of New York in White Plains, NY.

All of MPM's silicones and quartz businesses will continue to
operate in the ordinary course throughout the Chapter 11 process.
MPM's operations outside the U.S. are not included in the
Chapter 11 proceedings.  The filing relates solely to MPM and not
to Momentive Specialty Chemicals Inc. (MSC), which has a fully
independent debt capital structure and a separate and strong
balance sheet.  MSC had liquidity of $773 million as of
December 31, 2013 and has no material debt maturities prior to
2018.

"The actions we are announcing today represent an important and
positive step forward in our efforts to strengthen MPM's financial
condition," said Craig O. Morrison, Chairman, President and CEO of
MPM.  "With the support of certain of our key stakeholders, we
intend to move quickly to implement our pre-negotiated balance
sheet restructuring plan, which will eliminate more than $3
billion of debt from MPM's balance sheet and result in post-
emergence liquidity of more than $300 million and net debt of
approximately $1.2 billion.  This will free up additional cash
flow that, among other things, can be invested in growth
opportunities, capital expenditures, research and development and
technology enhancements."

Mr. Morrison continued, "Throughout the restructuring process, we
intend to continue providing our customers with the high-quality
products and service they expect from MPM.  We have innovative
technologies and product development capabilities, a global
footprint, blue-chip customers and a world-class workforce
supporting us as we move forward."

In conjunction with the filing, MPM has received a commitment for
$570 million in debtor-in-possession financing led by J.P. Morgan
Securities LLC as lead arranger, consisting of a $300 million term
loan and a $270 million ABL revolver that will be convertible to
an exit facility at the Company's option upon meeting certain
conditions.  Following Court approval, this financing, combined
with cash generated by the Company's ongoing operations, will be
available to MPM to meet its operational and restructuring needs.

"I would like to thank the financial institutions that have
provided us with fully committed debtor-in-possession and exit
financings.  These financings will provide us with financial
flexibility throughout the reorganization process to operate
reliably with significant liquidity of more than $300 million, as
well as visibility on MPM's balance sheet and liquidity post-
emergence.  In addition, I would like to thank the second-lien
creditors that have agreed to equitize their entire debt positions
and invest significant incremental equity in MPM," Mr. Morrison
concluded.

Additional information is available at
www.momentive.com/mpmrestructuring Suppliers with questions can
contact a dedicated vendor hotline, toll-free at 844-812-8197 or
locally at 614-225-4200, or via email at
mpmvendorhotline@momentive.com

Court filings and information about the claims process are
available on a dedicated website administered by MPM's claims
agent, Kurtzman Carson Consultants, at www.kccllc.net/mpm or by
calling 888-249-2792 (310-751-2607 for international calls).

Willkie Farr & Gallagher is serving as legal counsel, Moelis &
Company is serving as financial advisor, and AlixPartners is
serving as restructuring advisor to MPM.

               About Momentive Performance Materials

Momentive Performance Materials Inc., headquartered in Albany, New
York, is the second largest producer of silicones and silicone
derivatives worldwide. The company has two divisions: silicones
(which accounted for roughly 90% of revenues) and quartz.

Momentive Performance Materials Holdings LLC is the ultimate
parent company of Momentive Performance Materials Inc. and
Momentive Specialty Chemicals Inc.  The capital structures and
legal entity structures of both Momentive Performance Materials
Inc. and Momentive Specialty Chemicals Inc. and their respective
subsidiaries and direct parent companies, remain separate.
Momentive Performance Materials Inc. and Momentive Specialty
Chemicals Inc. file separate financial and other reports with the
Securities and Exchange Commission.  Momentive is controlled by
investment funds affiliated with Apollo Global Management, LLC.

The Company's balance sheet at Sept. 30, 2013, showed $2.86
billion in total assets, $4.13 billion in total liabilities and a
$1.26 billion total deficit.

                           *     *     *

In April 2014, Moody's Investors Service lowered Momentive
Performance Materials Inc.'s Corporate Family Rating (CFR) to Ca
from Caa2 and lowered its Probability of Default Rating to Ca-PD
from Caa1-PD.  These actions reflect the company's SEC filing on
April 1, 2014 that stated that the company is working with debt-
holders to restructure its debt and may make a filing under
Chapter 11 of the U.S. Bankruptcy Code. Moody's also lowered the
rating on the company's senior secured first lien notes to Caa1
from B3, lowered the senior secured 1.5 lien notes to Caa2 from
Caa1, lowered the springing lien notes to Caa3 from Caa2 and
lowered the senior subordinated notes rating to C from Caa3.
Moody's affirmed the company's speculative grade liquidity rating
at SGL-4.

"It is likely that Momentive will not make its interest payment on
April 15th for both notes due 2020; while a potential bankruptcy
may take longer to file due to the ongoing negotiations." stated
John Rogers, Senior Vice President at Moody's.

Also in April, Standard & Poor's Ratings Services lowered its
corporate credit rating on Momentive to 'CC' from 'CCC-'.  At the
same time, S&P lowered the rating on MPM's first-priority senior
secured notes to 'CCC-' from 'CCC'.  The issue rating is one notch
above the corporate credit rating.  The recovery rating remains
unchanged at '2', indicating S&P's expectation of substantial (70%
to 90%) recovery in the event of a payment default.


MULESKINNERS INC: Case Summary & 11 Unsecured Creditors
-------------------------------------------------------
Debtor: Muleskinners, Inc
        PO Box 2622
        Oak Harbor, WA 98277

Case No.: 14-12750

Chapter 11 Petition Date: April 10, 2014

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Hon. Timothy W. Dore

Debtor's Counsel: Brian L. Budsberg, Esq.
                  BUDSBERG LAW GROUP PLLC
                  1115 W Bay Dr Ste 201
                  Olympia, WA 98502
                  Tel: 360-584-9093
                  E-mail: paralegal@budsberg.com

Total Assets: $2.67 million

Total Liabilities: $778,594

The petition was signed by Vickie Churchill, secretary.

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wawb14-12750.pdf


MUSCLEPHARM CORP: Incurs $17.7 Million Net Loss in 2013
-------------------------------------------------------
MusclePharm Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss after taxes of $17.71 million on $110.87 million of net
sales for the year ended Dec. 31, 2013, as compared with a net
loss after taxes of $18.95 million on $67.05 million of net sales
during the prior year.

For the three months ended Dec. 31, 2013, the Company reported a
loss from operations of $5.96 million as compared with a loss from
operations of $2.53 million for the same period in 2012.

As of Dec. 31, 2013, the Company had $52.15 million in total
assets, $32.42 million in total liabilities and $19.73 million in
total stockholders' equity.

"MusclePharm is becoming a leading lifestyle brand in the sports
nutrition market and our financial performance in 2013 is
testament to the company's ability to drive strong topline growth
and connect with a growing consumer base," said Brad Pyatt,
MusclePharm's chairman and chief executive officer.  "We will
continue to fuel MusclePharm's momentum by focusing on executing
our growth initiatives and carrying on the company's commitment to
deliver superior science-based products, while striving to enhance
profitability."

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

                        http://is.gd/AYZeJW

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.


N.W. HOLDING: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------
Debtor-affiliates filing separate Chapter 11 bankruptcy petitions:

         Debtor                                Case No.
         ------                                --------
         N.W. Holding Co.                      14-42855
         7450 Hall Street
         Saint Louis, MO 63147

         Nu-Way Service Station, Inc.          14-42856
            dba Nu-Way Leasing Company
            dba Nu-Way Services, Inc.
         7450 Hall Street
         Saint Louis, MO 63147

         Nu-Way Repair Co.                     14-42857
         7450 Hall Street
         Saint Louis, MO 63147

         Nu-Way Fuel Distributors Co.          14-42859
         7450 Hall Street
         Saint Louis, MO 63147

         Costello Terminal No. 4, LLC          14-42860
         7450 Hall Street
         Saint Louis, MO 63147

         Rent-Me Trailer Leasing, Inc.         14-42861
         7450 Hall Street
         Saint Louis, MO 63147

Chapter 11 Petition Date: April 11, 2014

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Hon. Barry S. Schermer (14-42855 and 14-42861)
       Hon. Kathy A. Surratt-States (14-42856 and 14-42857)
       Hon. Charles E. Rendlen III (14-42859 and 14-42860)

Debtors' Counsel: Spencer P. Desai, Esq.
                  DESAI EGGMAN MASON LLC
                  Pierre Laclede Center
                  7733 Forsyth Boulevard, Suite 2075
                  St. Louis, MO 63105
                  Tel: (314) 881-0800
                  Fax: (314) 881-0820
                  E-mail: sdesai@demlawllc.com

                    - and -

                  Danielle A. Suberi, Esq.
                  DESAI EGGMAN MASON LLC
                  7733 Forsyth Blvd., Suite 2075
                  Saint Louis, MO 63139
                  Tel: 314-881-0800
                  Fax: 314-881-0833
                  E-mail: dsuberi@demlawllc.com

                                        Estimated    Estimated
                                          Assets     Liabilities
                                       -----------   -----------
N.W. Holding Co.                       $50K-$100K    $500K-$1MM
Nu-Way Service Station, Inc.           $500K-$1MM    $500K-$1MM
Nu-Way Repair Co.                      $50K-$100K    $0-$50K
Nu-Way Fuel Distributors Co.           $100K-$500K   $500K-$1MM
Costello Terminal No. 4, LLC           $1MM-$10MM    $500K-$1MM
Rent-Me Trailer Leasing, Inc.          $1MM-$10MM    $50K-$100K

The petitions were signed by Angela R. Costello, restructuring
officer.

A list of N.W. Holding Co.'s four largest unsecured creditors is
available for free at http://bankrupt.com/misc/moeb14-42855.pdf

A list of Nu-Way Service Station, Inc.'s eight largest unsecured
creditors is available for free at:

            http://bankrupt.com/misc/moeb14-42856.pdf

A list of Nu-Way Repair Co.'s 10 largest unsecured creditors is
available for free at http://bankrupt.com/misc/moeb14-42857.pdf

A list of Nu-Way Fuel Distributors Co.'s five largest unsecured
creditors is available for free at:

            http://bankrupt.com/misc/moeb14-42859.pdf

A list of Costello Terminal No. 4, LLC's two largest unsecured
creditors is available for free at:

            http://bankrupt.com/misc/moeb14-42860.pdf

Rent-Me Trailer Leasing, Inc., listed Yellow Pages as its largest
unsecured creditor holding a claim of $1,117.


N-VIRO INTERNATIONAL: Michael Burton-Prateley Appointed to Board
----------------------------------------------------------------
At a meeting of the Board of Directors on April 2, 2014, N-Viro
International Corporation appointed Mr. Michael Burton-Prateley to
the Board of Directors as a Class I director, effective until the
Company's annual meeting to be held in 2015.  Mr. Burton-Prateley
has not yet been appointed to any committees.
Mr. Burton-Prateley is currently a member of the "Executive Team"
of BBM Energy, headquartered in London, England, and has an
extensive background within the investment-banking sector.  He has
advised on a broad range of transactions, including mergers and
acquisitions, corporate financing, corporate restructuring, post
acquisition integration and joint ventures/strategic partnerships
and alliances.  He is also an experienced international corporate
financier and management consultant that has been educated as an
Economics Graduate, (Manchester University), with a Masters Degree
in Management from the University of Oxford (Templeton College)
and is a Chartered Accountant in the UK, having qualified with
KPMG.

Also at the meeting, Mr. Joseph Giulii of Philadelphia,
Pennsylvania was appointed a consultant to the Finance Committee
of the Board of Directors, effective immediately and to be
utilized on an as needed basis.  Mr. Giulii is a reporting person
to the Company and has filed a Form 13G, most recently on
March 11, 2014.

                     About N-Viro International

Toledo, Ohio-based N-Viro International Corporation owns and
sometimes licenses various N-Viro processes and patented
technologies to treat and recycle wastewater and other bio-organic
wastes, utilizing certain alkaline and mineral by-products
produced by the cement, lime, electrical generation and other
industries.

In its audit report on the consolidated financial statements for
the year ended Dec. 31, 2012, UHY LLP, in Farmington Hills,
Michigan, expressed substantial doubt about N-Viro's ability to
continue as a going concern, citing the Company's recurring
losses, negative cash flow from operations and net working capital
deficiency.

The Company reported a net loss of $1.6 million on $3.6 million of
revenues in 2012, compared with a net loss of $1.6 million of
$5.6 million of revenues in 2011.  As of Sept. 30, 2013, the
Company had $1.97 million in total assets, $2.34 million in total
liabilities and a $369,192 total stockholders' deficit.


NII HOLDINGS: BlackRock Stake at 13.9% as of March 31
-----------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that as of
March 31, 2014, it beneficially owned 23,937,400 shares of common
stock of NII Holdings Inc. representing 13.9 percent of the shares
outstanding.  BlackRock previously reported beneficial ownership
of 13,687,403 shares at Dec. 31, 2013.  A copy of the regulatory
filing is available for free at http://is.gd/ofoDkf

                        About NII Holdings

With headquarters in Reston, Virginia, NII Holdings is an
international wireless operator with more than 7 million largely
post-pay, business subscribers.

                             *   *    *

As reported by the TCR on March 5, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on Reston, Va.-based
wireless carrier NII Holdings Inc. (NII) to 'CCC' from 'CCC+'.
"The downgrade follows the company's poor fourth-quarter 2013
results that were below our expectations, and its disclosure that
its auditors have uncertainty about the company's ability to
continue as a going concern," said Standard & Poor's credit
analyst Allyn Arden.

The TCR also reported on March 5, 2014, that Moody's Investors
Service downgraded the corporate family rating (CFR) of NII
Holdings Inc. ("NII" or "the company") to Caa1 from B3.  The
downgrade reflects the company's poor 2013 operating performance
and the risk that the company will violate the covenants governing
its Mexican and Brazilian subsidiary debt, which could trigger an
event of default for up to $4.4 billion of debt issued by
intermediate holding companies NII Capital Corp. and NII
International Telecom S.C.A.


NNN 3500 MAPLE 26: Court Rejects Plans, Allows Foreclosure
----------------------------------------------------------
Bankruptcy Judge Harlin DeWane Hale on Thursday denied:

     -- confirmation of two competing reorganization plans
        filed in the Chapter 11 cases of NNN 3500 Maple 26
        LLC and its affiliated debtors; and

     -- terminated the automatic stay in the cases, pursuant
        to an earlier order.

Judge Hale said both plans -- one proposed by the Debtors, and
another filed by Strategic Acquisition Partners, LLC, a party that
acquired a claim in the case -- fail to meet the legal
requirements imposed by 11 U.S.C. Sec. 1124(2) for reinstatement.

"Courts like to confirm plans rather than preside over
liquidations or foreclosures. Confirmation usually leaves
something for everybody. However, in the present case,
confirmation of either plan would violate an express provision of
the Bankruptcy Code, [Sec.] 1124(2), and would not be affirmed on
appeal in this circuit," Judge Hale said.

U.S. Bank National Association -- as Trustee, successor-in-
interest to Bank of America, N.A., as Trustee for the Registered
Holders of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2006-C23 (the "Trust"),
by and through CWCapital Asset Management LLC ("CWCAM"), solely in
its capacity as Special Servicer -- opposes the confirmation of
either of these plans and instead requests that the Bankruptcy
Court allow it to foreclose on the commercial building near
downtown Dallas located at 3500 Maple Ave.

The Property is owned by 33 tenants in common.  The Debtors
consist of 27 of the TICs.

The Lender has been in litigation and negotiation with the tenants
in common and has been unpaid for a substantial amount of time.
The Bankruptcy Court terminated exclusivity to invite other
parties to participate in negotiations with the Lender and to file
a plan that could be confirmed and to encourage the Debtor to be
realistic in its attempts to resolve the case. Although the
parties have expended much time, effort, and money in the process,
neither Plan Proponent has proposed a plan acceptable to the
Lender or confirmable over the Lender's objection, Judge Hale
said.

In December 2005, Wachovia Bank, National Association -- "Original
Lender" -- made a loan in the original principal amount of
$47,000,000 to NNN 3500 Maple LLC and NNN 3500 Maple VF 2003, LLC
secured by a promissory note.  The Note is secured by a Deed of
Trust, Security Agreement, and Fixture Filing on the Property. The
Property securing the Note is located in a very nice part of
Dallas.  However, the building needs updating, occupancy has
declined, and the Loan is in default.  The largest tenant is
Heritage Auctions, a nationally known firm.  Heritage is an
unhappy tenant at this time and announced objections (without
filing anything by way of a formal objection) to both Plans and
stated its preference for the stay to lift to allow CWCAM to
foreclose.

                           Debtors' Plan

The Debtors' Plan purports to cure and reinstate the Trust Loan in
accordance with 11 U.S.C. Sec. 1124(2).  The Plan proposes the
creation of a limited liability company ("NewCo"), to which the
membership interests of the Debtors and consenting non-Debtor TICs
will be transferred.  It also would compel the transfer of the
non-consenting, non-Debtor TICs' interests in the Property to the
Debtors through either the Call Option made available in the
original TIC Agreement among the 33 TICs or through a Sec. 363(h)
transfer.  The Plan discharges the Debtor TICs' personal
liability.

The Plan is to be funded by an $8.5 million "Cash Infusion" and
"Additional Equity Contributions" of around $10 million.  Under
the Debtors' Plan, the building will undergo substantial
rehabilitation. The Debtors do not anticipate any additional net
cash flow during the first two years. No payments are to be made
to the Debtor during the first five years, but the Debtor plans to
achieve a 90% occupancy rate during those five years and then sell
the Property. The proceeds of the sale are to be distributed to
the members of NewCo under a "waterfall" provided in Debtor's
Plan. According to CWCAM, the Property will have to be sold for as
much as $91 million before the TICs receive anything under the
Debtor's Plan. Debtor disputes this figure.

The Debtors' financial advisor, Breakwater Equity Partners LLC
originally was to receive a certain "Success Fee" and "Capital
Placement Fee," but these aspects of the Plan have been modified.

                            SAP's Plan

SAP's Plan, similar to the Debtors', in an attempted cure and
restatement, will replace the Borrower with NewCo under the Loan
Documents.  NewCo will be divided into Class A and Class B
membership interests.  Class A will be owned in majority by a to-
be-formed affiliate of Artemis Real Estate Partners Fund 1
Acquisition, LLC and will be minority-owned by 3500 PRG Uptown,
LLC.  Class B will consist of membership interests held by the
TICs that choose the "New Equity Option".  The Plan purports to
preserve personal liability with respect to the Debtor TICs, but
only as to defaults after the effective date of the Plan.  It also
purports to cure and reinstate the Lender's claim, but adds NewCo
to the Loan.

Artemis and PRG will pay $9 million in plan funding, $500,000 to
capitalize NewCo, and other amounts necessary for capital
expenditures.  CWCAM argued that the Class A members must receive
as much as a 12% internal rate of return for all capital
contributions before any amounts are paid to the TICs.  SAP
disputes these calculations. SAP does not anticipate any net cash
flow during the first three years.

The TICs will only receive a distribution after five years upon
the sale of the Property. The sale proceeds will be distributed as
follows: (1) an amount will be paid to Class A equaling their
capital contributions plus a 12% IRR, (2) of the surplus, 80% to
the Class A members, and (3) 20% to the TICs. CWCAM claims that
the Property will have to be sold for more than $81 million under
SAP's Plan for the TICs to receive anything. SAP disputes that
figure.

                        CWCAM's Objections

CWCAM argues that the Plans do not really reinstate the Trust Loan
as required by Sec. 1124(2) because they alter the Trust's legal,
equitable, and contractual rights under the Loan Documents.  CWCAM
points out that, under the Plans, the ownership interests in and
control of the Borrowers and the Property will be transferred from
the TICs to NewCo. In other words, both Plans propose to change
the fundamental nature of the prepetition borrower and replace it
with a new entity, which CWCAM argues alters its rights under the
Loan Documents. As a corollary, CWCAM argues that the change in
its borrower results in a "change of control" for the TICs, also
an alteration of its contractual rights.

CWCAM also argues that the Plans constitute a "sale" as opposed to
a "recapitalization," thus triggering the Trust's right to bid the
amount of their debt under Section 363(k).  The Plans propose to
transfer the Debtors' interest to NewCo, which had no prior
interest in the Debtors or the Property. In addition, the Debtors
seek to carry out the transfer of the non-Debtor TICs' interests
in the Property through the use of the Call Option or a transfer
pursuant to Section 363(h).  SAP's Plan works similarly. CWCAM
opposes this because it would be free and clear of the Trust's
lien in the Property and enjoins the Trust from enforcing its lien
on their interests in the Property in satisfaction of the debt
owed by these non-Debtor TICs.

CWCAM also argues that the Plans do not provide adequate means of
implementation because the Debtors cannot compel the transfer of
the non-Debtor TICs' Property through either Section 363(h) or the
Call Option.  CWCAM argues that implementation is also not
possible because the funding commitment is not binding and
necessary operative documents are not complete.  CWCAM argues the
feasibility of the Plans, stating: there is no binding source of
funding, the Plans' projections are not realistic, the Plans
enjoin CWCAM from proceeding against the non-Debtor TICs on debts
owed to the Trust, there is no impaired class entitled to vote,
and the Plans were not proposed in good faith.

One other objection to the Plans was filed by Maple Avenue Tower,
LLC.  MAT purchased a claim, which under either Plan would be paid
in full.  MAT seeks to purchase the Property at foreclosure or
after foreclosure from the Trust.  Because it would be paid under
either Plan, its objection is overruled.

MAT had filed a plan for the Debtors but later withdrew it.

A copy of the Court's April 10, 2014 Memorandum Opinion is
available at http://is.gd/A7UUJtfrom Leagle.com.

                  About NNN 3500 Maple Entities

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on
Nov. 30, 2012.  Judge Scott C. Clarkson presided over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.

On Jan. 23, 2013, the California Bankruptcy Court entered an order
transferring venue of the bankruptcy case to the U.S. Bankruptcy
Court for the Northern District of Texas (Case No. 13-30402).
Judge Harlin DeWayne Hale in Dallas presides over the case.

On Aug. 29, 2013, 26 other affiliates filed separate Chapter 11
petitions.  These entities are: NNN 3500 Maple 1, LLC, NNN 3500
Maple 2, LLC, NNN 3500 Maple 3, LLC, NNN 3500 Maple 4, LLC, NNN
3500 Maple 5, LLC, NNN 3500 Maple 6, LLC, NNN 3500 Maple 7, LLC,
NNN 3500 Maple 10, LLC, NNN 3500 Maple 12, LLC, NNN 3500 Maple 13,
LLC, NNN 3500 Maple 14, LLC, NNN 3500 Maple 15, LLC, NNN 3500
Maple 16, LLC, NNN 3500 Maple 17, LLC, NNN 3500 Maple 18, LLC, NNN
3500 Maple 20, LLC, NNN 3500 Maple 22, LLC, NNN 3500 Maple 23,
LLC, NNN 3500 Maple 24, LLC, NNN 3500 Maple 27, LLC, NNN 3500
Maple 28, LLC, NNN 3500 Maple 29, LLC, NNN 3500 Maple 30, LLC, NNN
3500 Maple 31, LLC, NNN 3500 Maple 32, LLC, and NNN 3500 Maple 34.

Each Debtor holds an ownership interest as a tenant in common in
an 18-story commercial office building commonly known as 3500
Maple Avenue, Dallas, Texas 75219.

These TICs have not filed for bankruptcy: NNN 3500 Maple 0, LLC,
NNN 3500 Maple 8, LLC, NNN 3500 Maple 9, LLC, NNN 3500 Maple 11,
LLC, NNN 3500 Maple 25, LLC, and NNN 3500 Maple 35, LLC.

An official creditors' committee has not been appointed in this
case.  Neither a trustee nor an examiner has been appointed.

The Debtors are represented by:

     Michelle V. Larson, Esq.
     ANDREWS KURTH LLP
     1717 Main Street, Suite 3700
     Dallas, TX 75201
     Telephone: (214) 659-4400
     Facsimile: (214) 659-4401

          - and -

     Jeremy B. Reckmeyer, Esq.
     ANDREWS KURTH LLP
     450 Lexington Avenue, 15th Floor
     New York, NY 10017
     Telephone: 212-850-2800
     Facsimile: 212-850-2929

Strategic Acquisition Partners LLC is represented by:

     Joseph J. Wielebinski, Esq.
     Davor Rukavina, Esq.
     Zachery Z. Annable, Esq.
     Thomas D. Berghman, Esq.
     MUNSCH HARDT KOPF & HARR, P.C.
     3800 Ross Tower
     500 N. Akard Street
     Dallas, TX 75201-6659
     Telephone: (214) 855-7500
     Facsimile: (214) 978-4375

Counsel to Maple Avenue Tower, LLC:

     William B. Finkelstein, Esq.
     Jeffrey R. Fine, Esq.
     DYKEMA GOSSETT PLLC
     1717 Main Street, Suite 4000
     Dallas, TX 75201
     Telephone: (214) 462-6400


NOBLE LOGISTICS: Court Okays Sale Protocol; Auction on May 5
------------------------------------------------------------
The Bankruptcy Court on April 2, 2014, authorized Noble Logistics,
Inc., et al., to sell all or substantially all of their assets at
an auction, with NDLI Acquisition Inc. as stalking horse bidder.

The auction will be on May 5, at 10:00 a.m., at the offices of DLA
Piper, LLP, 1251 Avenues of the Americas, New York City.  The
auction will be conducted openly and all creditors are permitted
to attend.

The Court will consider the sale of the assets to NDLI or the
winning bidder at a hearing on May 6, at 11 a.m.

On March 28, Roberta A. DeAngelis, U.S. Trustee for Region 3,
objected to the sale motion, stating that, among other things:

   1. the diligence participation requirements will chill
      bidding; and

   2. the break-up fee and expense reimbursement are
      inappropriate and unnecessary.

As reported in the Troubled Company Reporter on March 25, 2014,
NDLI Acquisition is an entity affiliated with Gladstone Investment
Corporation, and the holder of approximately $15 million in
secured debt.

The asset purchase agreement provides for a purchase price of
$14.5 million, plus cure amounts.  The Debtors said the purchase
price is likely to be paid by a combination of credit bidding,
cash and assumption of liabilities.

The Debtors requested a deadline for submission of bids on May 2,
so that if the Debtors receive two or more bids, an auction will
be conducted.  The Debtors requested that a sale hearing take
place no later than May 9.

The Debtors proposes to pay NDLI a break-up fee equal to $200,000
and expense reimbursement for its out-of-pocket expenses, which
are capped at $150,000, if (a) the Court approves an Alternative
Transaction with a Qualified Bidder other than the Proposed
Purchaser and (b) the Debtors consummate that Alternative
Transaction.

                  About Noble Logistics, Inc.

Noble Logistics, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 14-10442) on Feb. 28, 2014 in Delaware.  Gregg M.
Galardi, Esq., and Emily A. Battersby, Esq. at DLA PIPER LLP,
serve as counsel to the Debtor.  The Debtor estimated $10 million
to $50 million in both assets and liabilities.

On March 24, 2014, Roberta A. DeAngelis, U.S. Trustee Region 3,
notified the Bankruptcy Court that she has been unable to appoint
a creditors committee in the Debtors' Chapter 11 cases due to
insufficient response to the Trustee's communication/contact for
service on the committee.


NOBLE LOGISTICS: Wants Key Employee Incentive Plan Approved
-----------------------------------------------------------
Noble Logistics, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to approve a key employee incentive plan,
and authorize the payment of incentive bonuses to the
participants.

The Debtors propose an April 22, 2014 hearing at 2:00 p.m.
Objections, if any, are due April 15, at 4:00 p.m.

According to the Debtors, they commenced the Chapter 11 cases to
effectuate a sale transaction of substantially all of their assets
to NDLI Acquisition, Inc., the proposed stalking horse bidder.

The proposed purchase intends to assume the employment agreements
of the Debtor's key management and executives.  Other persons or
entities submitting qualified bids might, however, choose not to
assume the employment agreements.  Thus, to fully incentivize the
participants, the Debtors designed a limited incentive plan that
rewards those persons most critical to the sale process by paying
them with bonuses in certain limited circumstances.

The maximum aggregate amount of the incentive bonuses to be made
under the incentive plan is approximately $575,000; however, it is
very unlikely that all or even most of the incentive bonuses will
actually be paid.

A copy of the incentive plan is available for free at
http://bankrupt.com/misc/NOBLELOGISTICS_keyemployeeplan.pdf

                  About Noble Logistics, Inc.

Noble Logistics, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 14-10442) on Feb. 28, 2014 in Delaware.  Gregg M.
Galardi, Esq., and Emily A. Battersby, Esq. at DLA PIPER LLP,
serve as counsel to the Debtor.  The Debtor estimated $10 million
to $50 million in both assets and liabilities.

On March 24, 2014, Roberta A. DeAngelis, U.S. Trustee Region 3,
notified the Bankruptcy Court that she has been unable to appoint
a creditors committee in the Debtors' Chapter 11 cases due to
insufficient response to the Trustee's communication/contact for
service on the committee.


NOBLE LOGISTICS: Prime Clerk Okayed as Administrative Advisor
-------------------------------------------------------------
The Bankruptcy Court authorized Noble Logistics Inc., et al., to
employ Prime Clerk LLC as administrative advisor.

As reported in the Troubled Company Reporter on March 24, 2014,
the firm is expected to, among other things:

   a) assist with, among other things, solicitation, balloting
      and tabulation of votes, and prepare any related reports,
      as required in support of confirmation of a Chapter 11
      plan, and in connection with such services, process
      requests for documents from parties in interest, including,
      if applicable, brokerage firms, bank back-offices and
      institutional holders;

   b) prepare an official ballot certification and, if necessary,
      testify in support of the ballot tabulation results; and

   c) assist with the preparation of the Debtors' schedules of
      assets and liabilities and statements of financial affairs
      and gather data in conjunction therewith.

The Debtors told the Court that before they filed for bankruptcy,
they provided the firm a retainer in the amount of $20,000.

The firm's professionals and their hourly rates:

      Analyst                     $45
      Technology Consultant      $130
      Consultant                 $140
      Senior Consultant          $170
      Director                   $195
      Solicitation Consultant    $195
      Director of Solicitation   $205

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

                  About Noble Logistics, Inc.

Noble Logistics, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 14-10442) on Feb. 28, 2014 in Delaware.  Gregg M.
Galardi, Esq., and Emily A. Battersby, Esq. at DLA PIPER LLP,
serve as counsel to the Debtor.  The Debtor estimated $10 million
to $50 million in both assets and liabilities.

On March 24, 2014, Roberta A. DeAngelis, U.S. Trustee Region 3,
notified the Bankruptcy Court that she has been unable to appoint
a creditors committee in the Debtors' Chapter 11 cases due to
insufficient response to the Trustee's communication/contact for
service on the committee.


NOBLE LOGISTICS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Noble Logistics, Inc., filed with the U.S. Bankruptcy Court
for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $6,580,087
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $21,011,509
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $404,686
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                          $404,685
                                 -----------      -----------
        Total                     $6,580,087      $22,548,362

Debtor-affiliates also filed their schedules disclosing:

     Company                       Assets         Liabilities
     -------                     -----------      -----------
   Aspen Contracting SE, LLC          $3,833      $17,347,004
   Aspen Contracting NE, LLC          $2,271      $17,397,825
   NLI Manager, Inc.                      $0      $17,347,004

Copies of the schedules are available for free at:

        http://bankrupt.com/misc/NOBLELOGISTICS_101_sal.pdf
        http://bankrupt.com/misc/NobleLogistics_SALB.pdf
        http://bankrupt.com/misc/NobleLogistics_SALC.pdf
        http://bankrupt.com/misc/NobleLogistics_SALE.pdf

                  About Noble Logistics, Inc.

Noble Logistics, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 14-10442) on Feb. 28, 2014 in Delaware.  Gregg M.
Galardi, Esq., and Emily A. Battersby, Esq. at DLA PIPER LLP,
serve as counsel to the Debtor.  The Debtor estimated $10 million
to $50 million in both assets and liabilities.

On March 24, 2014, Roberta A. DeAngelis, U.S. Trustee Region 3,
notified the Bankruptcy Court that she has been unable to appoint
a creditors committee in the Debtors' Chapter 11 cases due to
insufficient response to the Trustee's communication/contact for
service on the committee.


NOBLE LOGISTICS: GulfStar Group Approved as Investment Banker
-------------------------------------------------------------
The Bankruptcy Court authorized Noble Logistics Inc., et al., to
employ GulfStar Group Inc. as investment banker.

As reported in the Troubled Company Reporter on March 24, 2014,
the firm is expected to:

   a) assist the Debtors' management in the preparation of a
      descriptive confidential memorandum describing the Debtors,
      their operations, historical performance, and future
      prospects;

   b) once the confidential memorandum has been reviewed and
      approved by the Debtors, contact potential buyers,
      investors and lenders approved by the Debtors;

   c) subsequent to the initial circulation of the confidential
      memorandum, solicit asset purchase agreements from
      interested buyers;

   d) assist in the due diligence process and advise the Debtors
      in negotiating the financial aspects of the transaction;
      and

   e) assist the Debtors and their counsel in negotiating a
      definitive agreement and related documents.

The Debtors told the Court that before the bankruptcy filing, they
advanced $30,000 to the firm as investment banking fee.  The
amount is non-refundable and is not to be applied to any success
fee that the Debtors may pay to the firm.

The Debtors will pay the firm a success fee based on the aggregate
amount of consideration paid by the buyer in the transaction when
adjusted to a 100 percent, debt-free value of the Debtors, even if
less than 100 percent of the Debtors' stocks or assets are
included in the transaction.  The success fee will be equal to (i)
$300,000 plus (ii) 3.5 percent of the enterprise value in excess
of $19,000,000

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

                  About Noble Logistics, Inc.

Noble Logistics, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 14-10442) on Feb. 28, 2014 in Delaware.  Gregg M.
Galardi, Esq., and Emily A. Battersby, Esq. at DLA PIPER LLP,
serve as counsel to the Debtor.  The Debtor estimated $10 million
to $50 million in both assets and liabilities.

On March 24, 2014, Roberta A. DeAngelis, U.S. Trustee Region 3,
notified the Bankruptcy Court that she has been unable to appoint
a creditors committee in the Debtors' Chapter 11 cases due to
insufficient response to the Trustee's communication/contact for
service on the committee.


NTD ARCHITECTS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: NTD Architects, Inc.
           dba NTD Architecture
        955 Overland Court, Ste 100
        San Dimas, CA 91773

Case No.: 14-16883

Chapter 11 Petition Date: April 10, 2014

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Barry Russell

Debtor's Counsel: Robert G Uriarte, Esq.
                  URIARTE & WOOD ATTORNEYS AT LAW
                  1175 E Garvey St Ste 210
                  Covina, CA 91724
                  Tel: 626-859-1100
                  Fax: 626-859-3150
                  E-mail: robert@uriarte-wood.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jay Tittle, president.

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


ODES HO KIM: 5th Cir. Keeps Ruling on Homestead Exemption Dispute
-----------------------------------------------------------------
A non-debtor spouse contends that her homestead rights in the
Texas residence that she shares with her husband, the debtor in
bankruptcy, preclude a forced sale of the property and
alternatively, that if a sale occurs, she must be compensated for
the loss of her homestead interest in the property. The district
court affirmed the bankruptcy court's holding that the non-debtor
spouse's homestead rights were limited to the dollar amount of the
exemption in 11 U.S.C. Sec. 522(p).  The district court also
affirmed the bankruptcy court's holding that there was no
unconstitutional taking of the value of the non-debtor spouse's
interest in the homestead.  The U.S. Court of Appeals for the
Fifth Circuit affirmed in an April 9 decision available at
http://is.gd/m4NusDfrom Leagle.com.

Odes Ho Kim purchased and took title in his name to a home in
Irving, Texas where he and his wife Chong Ann Kim resided at all
times pertinent to this case. The purchase price of the home was
$1,048,028.36.  At the time of the purchase, litigation was
pending between Mr. Kim and Dome in California, and approximately
two years after Mr. Kim had purchased the residence, judgment was
entered against him for more than $5,000,000.  Less than 1,215
days after the residence was acquired by Mr. Kim, Dome instituted
bankruptcy proceedings by filing an involuntary petition for
relief against Mr. Kim.  Following a trial, the bankruptcy court
entered an order for relief under Chapter 7 of the Bankruptcy
Code.  Mr. Kim subsequently converted the case to a Chapter 11
proceeding and now operates as a debtor-in-possession.

The appellate case is, ODES HO KIM; CHONG ANN KIM, Appellants, v.
DOME ENTERTAINMENT CENTER, INC., Appellee, No. 10-10882 (5th
Cir.).  Circuit Judge Priscilla R. Owen presides over the case.


OHANA GROUP: Bush Strout Wants Representation Terminated
--------------------------------------------------------
Bush Strout & Kornfeld LLP has asked the Bankruptcy Court to
authorize its withdrawal and terminate its engagement as counsel
for Ohana Group, LLC.

BSK said that since entry of the order confirming its Second
Amended Plan of Reorganization, the Debtor has instructed BSK to
not take any further action or perform any work on its behalf, and
has advised that its special counsel, The Law Offices of Brian H.
Krikorian, would be handling all matters going forward.

BSK proposed an April 18 hearing on the matter.

                       About Ohana Group LLC

Ohana Group LLC, in Seattle, Washington, filed for Chapter 11
bankruptcy (Bankr. W.D. Wash. Case No. 12-21904) on Nov. 30, 2012.
Judge Marc Barreca oversees the case.  James L. Day, Esq., at Bush
Strout & Kornfeld LLP, serves as bankruptcy counsel.  In its
petition, the Debtor scheduled $16,000,000 in assets and
$11,696,131 in liabilities.

The Debtor won confirmation of its Chapter 11 plan on Dec. 20,
2013.


OMNICOMM SYSTEMS: Incurs $3.4 Million Net Loss in 2013
------------------------------------------------------
OmniComm Systems, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss attributable to common stockholders of $3.36 million on
$14.33 million of total revenues for the year ended Dec. 31, 2013,
as compared with a net loss attributable to common stockholders of
$8.06 million on $15.55 million of total revenues in 2012.

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

Liggett, Vogt & Webb, P.A., in Boynton Beach, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has experienced net losses and
negative cash flows from operations and has utilized debt and
equity financing to help provide working capital, capital
expenditure and R&D needs.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.

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

                         http://is.gd/VCfaof

                       About OmniComm Systems

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


OMSHIV INVESTMENTS: Case Summary & 10 Unsecured Creditors
---------------------------------------------------------
Debtor: Omshiv Investments, Inc.
           dba Sleep Inn & Suites
        5102 Chinaberry Grove
        Missouri City, TX 77459

Case No.: 14-10198

Chapter 11 Petition Date: April 10, 2014

Court: United States Bankruptcy Court
       Eastern District of Texas (Beaumont)

Debtor's Counsel: Robert E. Barron, Esq.
                  ROBERT E. BARRON, P.C.
                  P.O. Box 1347
                  Nederland, TX 77627
                  Tel: (409)727-0073
                  Fax: (409) 724-7739
                  E-mail: ecffiling@rbarronlaw.com

Total Assets: $1.35 million

Total Liabilities: $4 million

The petition was signed by Nileshkumar Purohit, vice president.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb14-10198.pdf


OVERSEAS SHIPHOLDING: Net Loss Widens to $638MM for 2013
--------------------------------------------------------
Overseas Shipholding Group, Inc., filed with the Securities and
Exchange Commission Amendment No. 1 to the Company's Annual Report
on Form 10-K for the year ended December 31, 2013.  The purpose of
Amendment No. 1 is solely to add Schedule I - Condensed Financial
Information of Parent Company, which was omitted from Part IV,
Item 15 in the Original Filing.  In addition, as required by Rule
12b-15 of the Securities Exchange Act of 1934, as amended,
Amendment No. 1 contains certifications by the Company's principal
executive officer and principal financial officer.  No other
changes have been made to the Form 10-K.

OSG reported wider net loss of $638,230,000 for 2013, compared to
$480,114,000 for 2012, and $201,363,000 and 2011.

At Dec. 31, 2013, OSG had $2,470,506,000 in total assets against
total liabilities of $2,530,753,000.

A copy of the Condensed Financial Information is available at
http://is.gd/S4z3Z1

                   About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies
in the world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PACIFIC THOMAS: Hearing on $6.5MM Loan Continued Until April 24
---------------------------------------------------------------
The Bankruptcy Court continued until April 24, 2014, at 10:30
a.m., the hearing to consider Pacific Thomas Corp.'s motion to
borrow more than $6.5 million in financing from Thorofare Capital.

As reported in the Troubled Company Reporter on March 11, 2014,
the company will use the new loan to pay off the claims of Bank of
the West, Private Mortgage Fund LLC, Alameda County's tax
collector and other secured creditors.  What is left after payment
of those claims will be used to implement the company's proposed
restructuring plan.

The new loan, which has a fixed interest rate of 10.85%, is
conditioned upon approval of the restructuring plan and its
outline or the so-called disclosure statement.

Pacific Thomas will post some of the real properties it owns as
collateral for the loan.  In case the company receives court
approval of the proposed financing, Bank of the West, Private
Mortgage and Alameda County's tax collector would be required to
release their liens on those properties.

                    About Pacific Thomas Corp.

Walnut Creek, California-based Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general
counsel.  The petition was signed by Jill V. Worsley, COO,
secretary.  Kyle Everett was named Chapter 11 trustee of the
Debtor.  Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San
Francisco, Calif., represents the Chapter 11 trustee as counsel.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.

In January 2014, Judge Hammond entered an order holding that
Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed
on Dec. 31, 2013, is not approved for the reasons stated on the
record at the Jan. 16 hearing.  Pursuant to the Plan, the Debtor
proposes to avail of a loan from Thorofare Capital to pay off some
secured claims.  The new loan would be refinanced by the
reorganized company before the loan terms expires.  If the
reorganized company fails to do so, the safe storage parcels of
the Pacific Thomas properties will be sold.


PACIFIC THOMAS: Bank of America Seeks to Foreclose
--------------------------------------------------
The Bankruptcy Court was slated to convene a hearing on April 11,
2014, at 9:30 a.m., to consider secured creditor U.S. Bank NA's
motion for relief from the automatic stay in the Chapter 11 case
of Pacific Thomas Corp.

U.S. Bank, is successor trustee to Bank of America, NA, successor-
in-interest to LaSalle Bank NA, as trustee, on behalf of the
holders of the Washington Mutual Mortgage Pass-Through
Certificates requested that the automatic stay be terminated to
commence and continue all acts necessary to foreclose under the
Deed of Trust secured by the Debtor's property, commonly known as
1122 Vincent Street No. B, in Redondo Beach, California.

U.S. Bank is represented by:

     JaVonne M. Phillips, Esq.
     MCCARTHY & HOLTHUS, LLP
     1770 Fourth Avenue
     San Diego, CA 92101
     Tel: 619-685-4800
     Fax: 619-685-4811

U.S. Bank holds the original Promissory Note dated Jan. 3, 2007,
in the principal amount of $840,000, which is secured by the Deed
of Trust of the same date as signed John B. Lockhart and Pele L
Lockhart.

                    About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general
counsel.  The petition was signed by Jill V. Worsley, COO,
secretary.  Kyle Everett was named Chapter 11 trustee of the
Debtor.  Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San
Francisco, Calif., represents the Chapter 11 trustee as counsel.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.

In January 2014, Judge Hammond entered an order holding that
Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed
on Dec. 31, 2013, is not approved for the reasons stated on the
record at the Jan. 16 hearing.  Pursuant to the Plan, the Debtor
proposes to avail of a loan from Thorofare Capital to pay off some
secured claims.  The new loan would be refinanced by the
reorganized company before the loan terms expires.  If the
reorganized company fails to do so, the safe storage parcels of
the Pacific Thomas properties will be sold.


PALM DRIVE: Files List of 20 Largest Unsecured Creditors
--------------------------------------------------------
Palm Drive Health Care District filed with the Bankruptcy Court a
list of its 20 largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Innovasis                          Trade Debt        $1,646,157
PO Box 2212, Springville,
UT 84663
Contact: MaryAnn Wilson
Tel: (802)856-7553

McKesson Technologies, Inc.        Trade debt        $969,558
P.O. Box 98347, Chicago, IL
60693-8347
Contact: Kelly M. Buda
Tel: (404) 338-4407

PG & E                             Utility           $334,701
PO Box 8329, Stockton, CA 95208
Contact: Verdelle Burford
Tel: (209)955-7201

Marin General Hospital
100-B Drakes Landing Road          Contract          $325,000
Suite 190 Greenbrae, CA 94904
Contact: Yvonne Morris
Tel: (415) 925-7010

Sonoma Valley Hospital             Contract          $190,022

California Public Employees'       Employee          $174,041
Retirement                         Benefits

Biomet Sports Medicine             Trade Debt        $123,542

West County Emergency Medical      Contract          $116,800

Farnam Street Financial, Inc.      Equipment Lease   $108,094

Spectron Corp.                     Trade Debt        $100,534

Stryker Orthopaedics               Trade Debt         $93,607

Relay Health                       Trade Debt         $70,559

Healdsburg District Hospital       Trade Debt         $62,713

Quest Diagnostics                  Trade Debt         $59,939

Zimmer, Inc.                       Trade Debt         $59,762

AT&T                               Utility            $59,414

Linde Gas North America            Trade Debt         $58,706

AMN Healthcare, Inc.               Trade Debt         $55,804

County of Sonoma                   Trade Debt         $45,685

California Medical Billing Srvcs   Contract           $44,940

                          About Palm Drive

Palm Drive Health Care District filed a Chapter 9 bankruptcy
petition (Bankr. N.D. Cal. Case No. 14-10510) on April 7, 2014.
Thomas Harlan signed the petition as chief executive officer.  The
Debtor estimated assets and debts of at least $10 million.  Fox
Rothschild LLP serves as the Debtor's counsel.


PENINSULA RESORT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Peninsula Resort Management, LLC
        100 S.E. 2nd Street, Suite 4200
        Miami, FL 33131

Case No.: 14-18402

Chapter 11 Petition Date: April 11, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Hon. Robert A Mark

Debtor's Counsel: Michael D. Seese, Esq.
                  SEESE, P.A.
                  One East Broward Boulevard, Suite 700
                  Fort Lauderdale, FL 33301
                  Tel: 954-745-5897
                  E-mail: mseese@seeselaw.com

                    - and -

                  Steven E Seward, Esq.
                  SEESE, P.A.
                  1 E Broward Blvd # 700
                  Ft Lauderdale, FL 33301
                  Tel: 954-745-5897
                  E-mail: sseward@seeselaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Marsha G. Madorsky, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb14-18402.pdf


PIER 1 IMPORTS: Moody's Rates $200MM Sr. Secured Term Loan 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$200 million senior secured term loan of Pier 1 Imports (U.S.),
Inc., an indirect operating subsidiary of Pier 1 Imports, Inc.
Moody's also assigned a B1 Corporate Family rating, B1-PD
Probability of Default rating and SGL-2 Speculative Grade
Liquidity rating to the company. The ratings outlook is stable.

Proceeds from the proposed term loan will be used primarily for
general corporate purposes, including working capital, capital
spending, share repurchase and dividends as allowed under the debt
agreements. The ratings are subject to review of final
documentation.

The following ratings were assigned to Pier 1 Imports (U.S.),
Inc.:

  Corporate Family Rating at B1;

  Probability of Default Rating at B1-PD;

  $200 million Senior Secured Term Loan due 2021 at B1
  (LGD 4, 55%);

  Speculative Grade Liquidity Rating at SGL-2.

Ratings Rationale

Pier 1's B1 Corporate Family Rating reflects the company's limited
scale in terms of revenue, narrow product focus on home
furnishings and d'cor, and the highly discretionary nature of its
products which can drive significant revenue and earnings
volatility through economic cycles. While Pier 1 is a credible
competitor, it has a limited share in the highly fragmented
industry that includes department stores, furniture and decorative
home furnishing stores, specialty retailers, mass merchandisers,
discounters and e-commerce retailers. Some of these competitors
possess greater overall scale, product diversity, and financial
resources than the company. Pro forma leverage, as measured by
lease-adjusted debt/EBITDA, is high at about 4.7 times,
particularly when considering the discretionary nature of the
company's products and ongoing challenging economic conditions
many consumers face.

The rating also considers Pier 1's well-known brand and geographic
reach across North America, as well as the sustained improvement
in operating performance over the past several years through
significant investments in technology (including e-commerce) and
its in-store experience (remodels/relocations, new stores,
improved merchandising). Store productivity has improved, leading
to significant operating margin improvement over the past 5 years.
The rating also reflects the expectation for good liquidity, as
balance sheet cash and positive free cash flow are expected to be
more than sufficient to cover cash needs, including seasonal
working capital, significant growth capital spending on technology
and modest net new store openings, modest debt amortization and
dividends over the next 12-18 months. The company's $350 million
asset-based (ABL) revolving credit facility (unrated) is expected
to remain largely undrawn except for letters of credit. The
proposed term loan will not contain financial covenants, while its
ABL contains a minimum availability test under which ample cushion
is expected to be maintained.

The B1 rating assigned to the company's proposed senior secured
term loan reflects its first lien on substantially all of the
company's assets, except cash, inventory and credit card
receivables, on which it will have a second lien behind the $350
million asset-based revolving credit facility. The term loan,
which comprises the bulk of funded debt in the pro forma capital
structure, will also benefit from the sizeable amount of junior
claims in the capital structure in the form of unsecured leases
and payables, and will be guaranteed by Pier 1's indirect parent
company, Pier 1 Imports, Inc., and each of the parent's wholly-
owned U.S. subsidiaries.

The stable outlook reflects Moody's expectation for continued
profitable growth while maintaining good liquidity and a
disciplined approach to shareholder returns.

A ratings upgrade would require continued profitable growth,
consistent positive free cash flow generation and a demonstrated
willingness and ability to reduce debt/EBITDA below 4.25 times on
a sustained basis (which could occur if EBITDA were to increase
over 20% from 2014 fiscal year-end levels).

Ratings could be downgraded if operating performance were to
sustainably weaken, financial policies were to become more
aggressive, or liquidity were to materially weaken. Specific
metrics include debt/EBITDA sustained above 5.25 times (which
could occur if EBITDA were to fall over 20% from 2014 fiscal year-
end levels).

Pier 1 is a specialty retailer of imported decorative home
furnishings and gifts. The company operates through 1,072 stores
throughout the U.S. and Canada and Pier1.com e-commerce website,
and has licensing arrangements with 56 stores in Mexico. Annual
revenue approaches $1.8 billion.



PINAFORE HOLDINGS: Moody's Places Ba3 CFR on Review for Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of Pinafore Holdings
B.V.'s, including its Ba3 Corporate Family and Ba3-PD Probability
of Default ratings under review for downgrade following the
announcement that it has agreed to be sold to affiliates of The
Blackstone Group, LLC. Pinafore is the intermediate parent holding
company for the operations of Gates Worldwide Ltd (formerly known
as Tomkins Ltd) following its acquisition by Gates Acquisitions
Limited (formerly known as Pinafore Acquisitions Limited) and
jointly owned by Onex and the Canada Pension Plan Investment
Board.

Ratings placed on review for downgrade:

Pinafore Holdings BV

  Ba3, Corporate Family Rating;

  Ba3-PD , Probability of Default

Gates Investments, LLC (formerly known as Tomkins, LLC)

  Ba2 (LGD3, 33%), $300 million senior secured first lien
  revolving credit facility;

  Ba2 (LGD3, 33%), $86 million (remaining amount) amended senior
  secured first lien term loan A facility;

  Ba2 (LGD3, 33%), $1.3 billion (remaining amount) senior secured
  first lien term loan B facility;

  B1 (LGD5, 81%), $330 million (remaining amount) senior secured
  second lien notes

Ratings Rationale

The review will consider the final capital structure at Pinafore,
or the subsequently named entity, following the completion of the
transaction. The announced price of the transaction is $5.4
billion (subject to certain customary adjustments) and is expected
to close later this year, subject to customary closing conditions
and regulatory approvals. As of December 31, 2013, there was
approximately $1.78 billion of debt outstanding at Pinafore. As
such, Moody's believes there is a high likelihood that a
substantial portion of the transaction price will be funded
through additional debt raised by subsidiaries of Pinafore.

The review will also assess the prospects of the company to reduce
debt over the intermediate-term. While the current $5.4 billion
transaction price is similar to the approximate $5.3 billion
purchase price of the company in September 2010, Pinafore's scale
and breadth of businesses have been significantly reduced to fund
debt reduction and shareholder returns.

Pinafore is the intermediate parent holding company for the
operations of Gates Worldwide Ltd (formerly known as Tomkins Ltd)
following its acquisition by Gates Acquisitions Limited (formerly
known as Pinafore Acquisitions Limited) and jointly owned by Onex
and the Canada Pension Plan Investment Board. Headquartered in
Denver, Colorado, Gates is a leading global manufacturer of power
transmission belts and fluid power products that are highly
engineered and critical components, used in diverse industrial and
automotive applications. Gates derives a majority of its sales
from replacement markets around the world. In FY 2013, Pinafore's
ongoing operations generated sales of USD 2.9 billion.


PLC SYSTEMS: Posts $3.5 Million Net Income in 2013
--------------------------------------------------
PLC Systems Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$3.49 million on $1.27 million of revenues for the year ended
Dec. 31, 2013, as compared with a net loss of $8.38 million on
$1.08 million of revenues in 2012.

As of Dec. 31, 2013, the Company had $1.55 million in total
assets, $8.20 million in total liabilities and a $6.64 million
total stockholders' deficit.

McGladrey LLP, in Boston, Massachusetts, 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 and negative cash flows
from operations, which raises 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/HGmK5A

                          About PLC Systems

Milford, Massachusetts-based PLC Systems Inc. is a medical device
company specializing in innovative technologies for the cardiac
and vascular markets.  The Company's key strategic growth
initiative is its newest marketable product, RenalGuard(R).
RenalGuard is designed to reduce the potentially toxic effects
that contrast media can have on the kidneys when it is
administered to patients during certain medical imaging
procedures.


PLYMOUTH OIL: Hires Brock Auction as Auctioneer
-----------------------------------------------
Plymouth Oil Company, L.L.C. asks the U.S. Bankrutpcy Court for
permission to employ Brock Auction Company, Inc. as Auctioneer.

The Debtor filed two plans in the course of this bankruptcy. The
Court has denied the Debtor's most recent plan.

The Debtor is not currently operating.

On March 10, 2014, the Debtor filed its Motion to Sell Property
Free and Clear of Liens, proposing that the sale of the property
be held on April 12, 2014, at 10:00 a.m., at the location of the
property, 2283 K-42, Merrill, Iowa, and proposing that Brock
Auction Company, Inc., 30 Plymouth Street SW, LeMars, Iowa 51031,
conduct the auction. No objections to the Motion have been filed
or received.

The Debtor desires to employ the auctioneer and has agreed to pay
said auctioneer a fee of 3% of the total gross sale of the
property.  All fees would be subject to final Court approval.

Bruce Brock, the President of Brock Auction Company, Inc., attests
that it is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

The firm, will among other things, provide these services:

a) marketing services, including listing the auction on the
   auctioneer's website, preparing and distributing auction
   flyers currently being posted in the region, together with
   newspaper and radio ads;

b) conducting a professional auction of the property in question;
   and

c) performing any and all other auction services the Debtor may
   require in the course of the sale of the property in question.

                         About Plymouth Oil

Plymouth Oil Company, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Iowa Case No. 12-01403) in Sioux City on July 23,
2012.  In its amended schedules, the Debtor disclosed $21,623,349
in total assets and $12,891,586 in total liabilities.

Plymouth Oil -- http://www.plymouthoil.com-- owned a $30 million
extraction plant located at 22058 K-42 Merrill, Iowa, directly
across from the new Plymouth Energy Ethanol Plant.

Founded by local investors, Plymouth Oil Company, started
operations in February 2010 purchasing raw corn germ and refining
this material into de-oiled germ meal and kosher food-grade
cooking oil.  The plant was capable of pumping out 90 tons of corn
oil each day and about 300 tons of DCGM (defatted corn germ meal)
daily, which is used for hog, poultry and dairy feed.  The plant
was later shut down.

Bankruptcy Judge Thad J. Collins presides over the case.  Bradley
R. Kruse, Esq., and Adam J. Freed, Esq., at Brown, Winick, Graves,
Gross, Baskerville and Schoenebaum, P.L.C., represent the Debtor
as counsel.  The petition was signed by David P. Hoffman,
president.

Secured creditors Arlon Sandbulte, Ryan Lake, Dirk Dorn, Steven
Vande Brake, and Iowa Corn Opportunities, LLC, are represented by
lawyers at Baird Holm LLP in Omaha, Nebraska.

On Oct. 28, 2013, the Bankruptcy Court denied confirmation of
the Debtor's Chapter 11 plan and allowed secured lenders owed
$8.3 million on a bridge loan to foreclose.  A copy of the Plan
is available at http://bankrupt.com/misc/plymouthoil.doc120.pdf


PRIME TIME: Sec. 341 Creditors Meeting Scheduled for Tuesday
------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in the Chapter 11 cases of Prime Time International Company, et
al., on April 15, 2014, at 2:00 p.m.  The meeting will be held at
the U.S. Trustee Meeting Room, 230 N. First Avenue, Suite 102,
Phoenix, Arizona.

Prime Time International Company, formerly known as Single Stick
Inc., manufactures and distributes cigarettes and little cigars.
PTIC has two wholly-owned subsidiaries: USA Tobacco, which
distributes PTIC's products, and 21st Century Brands, LLC, which
distributes non-tobacco consumer products.

Annual sales are $40 million and the company's products are in
100,000 convenience stores in North America.  The company has
direct accounts with each of the top 25 largest convenience store
distributors in the United States.

Prime Time and its two subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on
March 15, 2014.

The Debtors have tapped Greenberg Traurig as attorneys, Odyssey
Capital Group, LLC, as financial advisors, and Schian Walker,
P.L.C., as conflicts counsel.

The Debtors disclosed $26.78 million in total assets and
$23.37 million in total liabilities as of Jan. 31, 2014.


QUIZNOS: Combined Plan, Disclosure Hearing Moved to May 12
----------------------------------------------------------
The combined hearing on (i) the adequacy of the Disclosure
Statement for the Joint Prepackaged Chapter 11 Plan of
Reorganization filed by QCE Finance LLC and its affiliated debtor
entities, and (ii) the confirmation of the Debtors' Joint
Prepackaged Plan has been adjourned to May 12, 2014 at 11:00 a.m.
(Eastern Time) before The Honorable Peter J. Walsh.  The Combined
Hearing may be further adjourned from time to time by announcement
in open court without written notice to parties in interest.

The Combined Hearing was originally scheduled for April 25 at 9:30
a.m. (ET). The official committee of unsecured creditors, however,
sought an adjournment to give it more time to review the
restructuring strategy.

Objections to the Disclosure Statement or confirmation of the
Plan, as well as any objections to the proposed assumption of
executory contracts and unexpired leases and the associated
proposed cure amounts, if any, are now due May 2, 2014 at 4:00
p.m.

Copies of the Objections must be delivered to:

     (i) the Debtors

         QCE Finance LLC
         1001 17th Street, Suite 200
         Denver, CO 80202
         Attn: Kenneth Cutshaw

    (ii) proposed co-counsel to the Debtors

         Akin Gump Strauss Hauer & Feld LLP
         One Bryant Park
         New York, NY 10036
         Attn: Philip C. Dublin, Esq.
               Jason P. Rubin

             - and -

         Richards Layton & Finger P.A.
         One Rodney Square
         920 North King Street
         Wilmington, DE 19801
         Attn: Mark D. Collins, Esq.
               Amanda R. Steele, Esq.

   (iii) counsel to Avenue

         O'Melveny & Myers LLP
         7 Times Square
         New York, NY 10036
         Attn: John J. Rapisardi, Esq.
               Joseph Zujkowski, Esq.

    (iv) counsel to Fortress

         Skadden Arps Slate Meagher & Flom
         30 South Grand Avenue
         Los Angeles, CA 90071
         Attn: Van C. Durrer, II

     (v) co-counsel to the Consenting First Lien Lenders

         Milbank Tweed Hadley & McCloy LLP
         601 South Figueroa Street, 30th Floor
         Los Angeles, CA 90017
         Attn: Thomas R. Kreller, Esq.
               David B. Zolkin, Esq.

              - and -

         Morris Nichols Arsht & Tunnell LLP
         1201 North Market Street, 16th Floor
         P.O. Box 1347
         Wilmington, DE 19899-1347
         Attn: Robert J. Dehney, Esq.

    (vi) counsel to the First Lien Agent

         Ropes & Gray LLP
         1211 Avenue of the Americas
         New York, NY 10036
         Attn: Mark R. Somerstein

   (vii) counsel to the Second Lien Agent

         Pillsbury Winthrop Shaw Pittman LLP
         1540 Broadway
         New York, NY 10036
         Attn: Bart Pisella, Esq.
               Timothy P. Kober, Esq.

  (viii) counsel to Vectra

         Kasowitz Benson Torres & Friedman LLP
         1633 Broadway
         New York, NY 10019
         Attn: Adam L. Shiff, Esq.

    (ix) proposed co-counsel to the Creditors Committee

         Cousins Chipman & Brown LLP
         1007 North Orange Street, Suite 1110
         Wilmington, DE 19801
         Attn: Scott D. Cousins, Esq.
               Ann Kashishian, Esq.

              - and -

         Otterbourg P.C.
         230 Park Avenue
         New York, NY 10169
         Attn: Scott L. Hazan, Esq.
               Jenette A. Barrow-Bosshart, Esq.
               David M. Posner, Esq.

     (x) the United States Trustee for the District of Delaware
         J. Caleb Boggs Federal Building, Suite 2207
          Lockbox 35
          844 N. King Street
          Wilmington, DE 19801
          Attn: Tiiara Patton
          Fax: (302) 573-6497
          E-mail: tiiara.patton@usdoj.gov

The deadline for the Debtors and other parties in interest to
reply to any objection shall be 11:30 a.m. (prevailing Eastern
Time) on May 8, 2014.

                          About Quiznos

Denver-based Quiznos -- http://www.quiznos.com-- is a chain
designed for today's busy consumers who are looking for a high
quality, tasty, freshly prepared alternative to traditional fast-
food restaurants.  With locations in 50 states and 30 countries,
Quiznos is one of the world's premier quick-service restaurant
chains and pioneer of the toasted sandwich; Quiznos restaurants
offer creative, chef-created sandwiches and salads using premium
ingredients.  Quiznos was founded in 1981 by chefs who discovered
that toasting brought out the best in every sandwich ingredient.

QCE Finance LLC and its affiliates sought protection under Chapter
11 of the Bankruptcy Code on March 14, 2014.  The lead case is QCE
Finance LLC (Case No. 14-10543, Bankr. D.Del.).  The case is
assigned to Judge Peter J. Walsh.

The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C.
Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian,
Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York.  The
Debtors' local counsel is Mark D. Collins, Esq., and Amanda
Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington,
Delaware.  The Debtors' investment banker and financial advisor is
Matthew J. Hart of LAZARD FRERES & CO. LLC.  Paul Ruh, Mark A.
Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the
Debtors' restructuring advisors.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

The U.S. Trustee has appointed a seven-member official committee
of unsecured creditors.  The Committee has tapped Cousins Chipman
& Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.;
and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow-
Bosshart, Esq., and David M. Posner, Esq., as counsel.

Avenue is represented by John J. Rapisardi, Esq., and Joseph
Zujkowski, Esq., at O'Melveny & Myers LLP in New York.  Fortress
is represented by Skadden Arps Slate Meagher & Flom's Van C.
Durrer, Esq.  Co-counsel to the Consenting First Lien Lenders are
Milbank Tweed Hadley & McCloy's Thomas R. Kreller, Esq., and David
B. Zolkin, Esq., and Morris Nichols Arsht & Tunnell's Robert J.
Dehney.  Counsel to the First Lien Agent is Ropes & Gray's Mark R.
Somerstein.  Counsel to the Second Lien Agent is Pillsbury
Winthrop's Bart Pisella, Esq., and Timothy P. Kober, Esq.  Counsel
to Vectra is Kasowitz Benson's Adam L. Shiff, Esq.


QUIZNOS: Hiring of Professionals, First Day Motions Approved
------------------------------------------------------------
In the Chapter 11 cases of Quiznos and its affiliated debtors,
Bankruptcy Judge Peter J. Walsh in Wilmington, Delaware, dispensed
several orders after the omnibus hearing on April 9.

Specifically, Judge Walsh issued these orders authorizing the
Debtors to hire professionals:

     -- Order Authorizing the Employment and Retention of Akin
        Gump Strauss Hauer & Feld LLP as Co-Counsel to the
        Debtors and Debtors in Possession, Effective Nunc Pro
        Tunc to the Petition Date.

     -- Order Authorizing The Debtors To Employ And Retain
        Richards, Layton & Finger, P.A. As Co-Counsel To The
        Debtors And Debtors In Possesion Nunc Pro Tunc To The
        Petition Date;

     -- Order Authorizing the Debtors to Employ and Compensate
        Professionals Utilized in the Ordinary Course of
        Business, Effective Nunc Pro Tunc to the Petition Date.

     -- Order Authorizing the Employment and Retention of Prime
        Clerk LLC as Administrative Advisor to the Debtors and
        Debtors in Possession, Effective Nunc Pro Tunc to the
        Petition Date.

Judge Walsh also issued these orders approving motions filed by
the Debtors during the first few days of the bankruptcy
proceedings:

     -- Order Authorizing And Approving (A)Rejection of Certain
        Executory Contracts and Unexpired Leases of
        Nonresidential Real Property, Effective Nunc Pro Tunc To
        the Petition Date, and (B) Abandonment of Certain
        Personal Property

     -- Order (FINAL) (A) Determining Adequate Assurance of
        Payment for Future Utility Services and (B) Approving
        Adequate Assurance Procedures.

     -- Order (FINAL) (A) Authorizing, But Not Directing, Payment
        of Prepetition Wages, Salaries, and Other Compensation
        and Benefits and Continuation of Employee Benefits
        Programs and Related Administrative Obligations in the
        Ordinary Course, (B) Authorizing and Directing Applicable
        Banks and Financial Institutions to Honor and Process
        Related Checks and Transfers.

     -- Order Authorizing, But Not Directing, the Debtors to Pay
        Certain Taxes and Fees.

     -- Order Establishing Procedures for Interim Compensation
        and Reimbursement of Expenses of Professionals.

     -- Order Authorizing, But Not Directing, the Debtors to (A)
        Continue Debtors' Insurance Policies, (B) Maintain
        Debtors' Prepetition Premium Financing Agreement and (C)
        Pay Certain Obligations Related Thereto.

                          About Quiznos

Denver-based Quiznos -- http://www.quiznos.com-- is a chain
designed for today's busy consumers who are looking for a high
quality, tasty, freshly prepared alternative to traditional fast-
food restaurants.  With locations in 50 states and 30 countries,
Quiznos is one of the world's premier quick-service restaurant
chains and pioneer of the toasted sandwich; Quiznos restaurants
offer creative, chef-created sandwiches and salads using premium
ingredients.  Quiznos was founded in 1981 by chefs who discovered
that toasting brought out the best in every sandwich ingredient.

QCE Finance LLC and its affiliates sought protection under Chapter
11 of the Bankruptcy Code on March 14, 2014.  The lead case is QCE
Finance LLC (Case No. 14-10543, Bankr. D.Del.).  The case is
assigned to Judge Peter J. Walsh.

The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C.
Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian,
Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York.  The
Debtors' local counsel is Mark D. Collins, Esq., and Amanda
Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington,
Delaware.  The Debtors' investment banker and financial advisor is
Matthew J. Hart of LAZARD FRERES & CO. LLC.  Paul Ruh, Mark A.
Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the
Debtors' restructuring advisors.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

The U.S. Trustee has appointed a seven-member official committee
of unsecured creditors.  The Committee has tapped Cousins Chipman
& Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.;
and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow-
Bosshart, Esq., and David M. Posner, Esq., as counsel.

Avenue is represented by John J. Rapisardi, Esq., and Joseph
Zujkowski, Esq., at O'Melveny & Myers LLP in New York.  Fortress
is represented by Skadden Arps Slate Meagher & Flom's Van C.
Durrer, Esq.  Co-counsel to the Consenting First Lien Lenders are
Milbank Tweed Hadley & McCloy's Thomas R. Kreller, Esq., and David
B. Zolkin, Esq., and Morris Nichols Arsht & Tunnell's Robert J.
Dehney.  Counsel to the First Lien Agent is Ropes & Gray's Mark R.
Somerstein.  Counsel to the Second Lien Agent is Pillsbury
Winthrop's Bart Pisella, Esq., and Timothy P. Kober, Esq.  Counsel
to Vectra is Kasowitz Benson's Adam L. Shiff, Esq.


QUIZNOS: May 12 Set as General Claims Bar Date
----------------------------------------------
The U.S. Bankruptcy Court entered an order on April 9, 2014,
establishing:

     -- May 12, 2014 at 4:00 p.m. prevailing Eastern Time as the
        deadline for each person or entity, other than
        governmental units, to file proofs of claim against QCE
        Finance LLC and its affiliated debtors, and

     -- Sept. 10, 2014, at 4:00 p.m. prevailing Eastern Time
        as the deadline for governmental units to file Proofs of
        Claim against the Debtors.

The Bankruptcy Court also approved procedures for filing proofs of
claim as well as the form and manner of notice of the Bar Date
notice.

                          About Quiznos

Denver-based Quiznos -- http://www.quiznos.com-- is a chain
designed for today's busy consumers who are looking for a high
quality, tasty, freshly prepared alternative to traditional fast-
food restaurants.  With locations in 50 states and 30 countries,
Quiznos is one of the world's premier quick-service restaurant
chains and pioneer of the toasted sandwich; Quiznos restaurants
offer creative, chef-created sandwiches and salads using premium
ingredients.  Quiznos was founded in 1981 by chefs who discovered
that toasting brought out the best in every sandwich ingredient.

QCE Finance LLC and its affiliates sought protection under Chapter
11 of the Bankruptcy Code on March 14, 2014.  The lead case is QCE
Finance LLC (Case No. 14-10543, Bankr. D.Del.).  The case is
assigned to Judge Peter J. Walsh.

The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C.
Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian,
Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York.  The
Debtors' local counsel is Mark D. Collins, Esq., and Amanda
Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington,
Delaware.  The Debtors' investment banker and financial advisor is
Matthew J. Hart of LAZARD FRERES & CO. LLC.  Paul Ruh, Mark A.
Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the
Debtors' restructuring advisors.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

The U.S. Trustee has appointed a seven-member official committee
of unsecured creditors.  The Committee has tapped Cousins Chipman
& Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.;
and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow-
Bosshart, Esq., and David M. Posner, Esq., as counsel.

Avenue is represented by John J. Rapisardi, Esq., and Joseph
Zujkowski, Esq., at O'Melveny & Myers LLP in New York.  Fortress
is represented by Skadden Arps Slate Meagher & Flom's Van C.
Durrer, Esq.  Co-counsel to the Consenting First Lien Lenders are
Milbank Tweed Hadley & McCloy's Thomas R. Kreller, Esq., and David
B. Zolkin, Esq., and Morris Nichols Arsht & Tunnell's Robert J.
Dehney.  Counsel to the First Lien Agent is Ropes & Gray's Mark R.
Somerstein.  Counsel to the Second Lien Agent is Pillsbury
Winthrop's Bart Pisella, Esq., and Timothy P. Kober, Esq.  Counsel
to Vectra is Kasowitz Benson's Adam L. Shiff, Esq.


QUIZNOS: Milbank, Morris Nichols File Rule 2019 Statement
---------------------------------------------------------
Milbank, Tweed, Hadley & McCloy LLP and Morris, Nichols, Arsht &
Tunnell LLP filed a verified statement pursuant to Rule 2019 of
the Federal Rules of Bankruptcy Procedure in connection with their
representation of certain lenders -- including the affiliated
funds and accounts that they respectively advise and/or manage --
to QCE Finance LLC and its affiliated Debtors under an Amended and
Restated Credit Agreement, dated as of January 24, 2012.

Specifically, these lenders are Oaktree Capital Management, L.P.,
MSDC Management, L.P. and Caspian Capital, L.P.

Both law firms disclosed that in October 2013, certain of the
Consenting Lenders contacted Milbank to represent them in
connection with their claims arising under the First Lien Credit
Agreement and with potential in-court or out-of-court
restructuring of the Debtors and its capital structure.  In March
2014, shortly before the commencement of the chapter 11 cases,
Morris Nichols was retained as Delaware counsel.

The firms tell the Court that only the Consenting Lenders and does
not represent or purport to represent any entities other than the
Consenting Lenders in these Chapter 11 Cases.  In addition, the
Consenting Lenders do not represent or purport to represent any
other entities in connection with the Cases.

Caspian holds $59,014,545.00 of the First Lien debt.  MSDC holds
$73,148,517.38 of the First Lien debt.  Oaktree holds
$92,181,784.54 of that debt.

The firms may be reached at:

     MORRIS, NICHOLS, ARSHT & TUNNELL LLP
     Robert J. Dehney, Esq.
     Gregory W. Werkheiser, Esq.
     Erin R. Fay, Esq.
     1201 North Market Street, Suite 1600
     Wilmington, DE 19801
     Telephone: (302) 658-9200
     Facsimile: (302) 658-3989

          - and -

     MILBANK, TWEED, HADLEY & McCLOY LLP
     Thomas R. Kreller, Esq.
     David B. Zolkin, Esq.
     601 South Figueroa Street, 30th Floor
     Los Angeles, CA 90017
     Telephone: (213) 892-4000
     Facsimile: (213) 629-5063

                          About Quiznos

Denver-based Quiznos -- http://www.quiznos.com-- is a chain
designed for today's busy consumers who are looking for a high
quality, tasty, freshly prepared alternative to traditional fast-
food restaurants.  With locations in 50 states and 30 countries,
Quiznos is one of the world's premier quick-service restaurant
chains and pioneer of the toasted sandwich; Quiznos restaurants
offer creative, chef-created sandwiches and salads using premium
ingredients.  Quiznos was founded in 1981 by chefs who discovered
that toasting brought out the best in every sandwich ingredient.

QCE Finance LLC and its affiliates sought protection under Chapter
11 of the Bankruptcy Code on March 14, 2014.  The lead case is QCE
Finance LLC (Case No. 14-10543, Bankr. D.Del.).  The case is
assigned to Judge Peter J. Walsh.

The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C.
Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian,
Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York.  The
Debtors' local counsel is Mark D. Collins, Esq., and Amanda
Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington,
Delaware.  The Debtors' investment banker and financial advisor is
Matthew J. Hart of LAZARD FRERES & CO. LLC.  Paul Ruh, Mark A.
Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the
Debtors' restructuring advisors.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

The U.S. Trustee has appointed a seven-member official committee
of unsecured creditors.

Avenue is represented by John J. Rapisardi, Esq., and Joseph
Zujkowski, Esq., at O'Melveny & Myers LLP in New York.  Fortress
is represented by Skadden Arps Slate Meagher & Flom's Van C.
Durrer, Esq.  Co-counsel to the Consenting First Lien Lenders are
Milbank Tweed Hadley & McCloy's Thomas R. Kreller, Esq., and David
B. Zolkin, Esq., and Morris Nichols Arsht & Tunnell's Robert J.
Dehney.  Counsel to the First Lien Agent is Ropes & Gray's Mark R.
Somerstein.  Counsel to the Second Lien Agent is Pillsbury
Winthrop's Bart Pisella, Esq., and Timothy P. Kober, Esq.  Counsel
to Vectra is Kasowitz Benson's Adam L. Shiff, Esq.


RAMS ASSOCIATES: Management Deal With Athletic Community Okayed
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Rams Associates, L.P., to enter into a management
agreement with Athletic Community Team, LLC.

The Debtor and the manager are parties to an asset purchase
agreement dated June 2013, pursuant to which the Debtor has agreed
to sell all of its assets to the manager.  Pursuant to the
agreement, the manager will manage and oversee the day to day
operations of the Company until the closing under the APA or its
termination, whichever occurs first.

In exchange for the manager's services, there will be no fees or
compensation due, but the Debtor will reimburse the manager for
reasonable and necessary expenses.

A copy of the terms of the management agreement is available for
free at http://bankrupt.com/misc/RAMS_MANAGEMENTDEAL.pdf

The Court, in its order, said it will retain exclusive
jurisdiction with respect to the provisions of the management
agreement until the Debtor's case has been closed.

                       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.  Norris
McLaughlin & Marcus, P.A., serves as the Debtor's counsel.

The Debtor estimated assets and debts of at least $10 million.


RESIDENTIAL CAPITAL: Court Expunges Allison Randle Claims
---------------------------------------------------------
Bankruptcy Judge Martin Glenn sustained the ResCap Borrower Claims
Trust's Sixtieth Omnibus Objection to Claims, in which the Trust
seeks an order disallowing and expunging Claim Nos. 4133 and 4199
filed by Allison L. Randle on the basis that the claims are barred
by res judicata.  Randle did not appear at the March 26 hearing,
but on March 25, she sent the Court an Emergency Motion for Leave
to File a Sur-Reply and to Reschedule Hearing Date.  The Court
considered the arguments raised by Randle, but denied the request
to reschedule the hearing.

A copy of the Court's April 10, 2014 Memorandum Opinion and Order
is available at http://is.gd/uBWf5Qfrom 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.


SANUWAVE HEALTH: Incurs $11.3 Million Net Loss in 2013
------------------------------------------------------
SANUWAVE Health, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$11.29 million on $800,029 of revenue for the year ended Dec. 31,
2013, as compared with a net loss of $6.40 million on $769,217 of
revenue in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $1.58 million
in total assets, $7.71 million in total liabilities and a $6.12
million total stockholders' deficit.

BDO USA, LLP, in Atlanta, Georgia, 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 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.

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

                        http://is.gd/jb6Wod

                       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.


SB PARTNERS: Delays Form 10-K for 2013
--------------------------------------
SB Partners filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its annual report on Form 10-K for the year ended Dec.
31, 2013.

The Company has a 30 percent non-controlling interest in Sentinel
Omaha, LLC, an affiliate of the Company's general partner.  The
investment in Omaha is accounted for at fair value.  The
controller for Omaha has informed the Company that due to open
issues, the audit firm conducting the annual audit for Omaha's
calendar year 2013 has not completed the audit and issued the
audit opinion.  The investment in Omaha constitutes a significant
portion of the assets of the Company.  As such, the audit firm
conducting the annual audit for the Company is required to review
both the financial statements of Omaha and the related workpapers
prepared by Omaha's auditors.

"Until Omaha's auditors are able to complete their audit of Omaha
and the Company's auditors perform their review of the Omaha
audit, the Company's auditors cannot issue an audited opinion on
the Company's financial statements," the Company said in the
filing.

The Company expects to report a net loss of $1.10 million on $2.51
million of total revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $1.10 million on $2.46 million of
total revenues in 2012.

                         About SB Partners

Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests.  As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.

SB Partners incurred a net loss of $1.10 million in 2012 as
compared with a net loss of $1.02 million in 2011.

As of Sept. 30, 2013, the Company had $17.42 million in total
assets, $22.06 million in total liabilities and a $4.63 million
total partners' deficit.


SEARS HOLDINGS: Obtains $500 Million From Shares Distribution
-------------------------------------------------------------
Sears Holdings Corporation completed the previously announced
distribution of 100 percent of the outstanding shares of common
stock of Lands' End, Inc., to Holdings' stockholders.  As a result
of the Distribution, Lands' End has separated from Holdings and
its common stock began regular-way trading on the NASDAQ Capital
Market under the symbol "LE" on April 7, 2014.  Holdings
distributed a total of approximately 32 million shares of Lands'
End common stock to the Holdings' stockholders of record as of
5:30 p.m. Eastern time on March 24, 2014, the record date.

Holdings received aggregate gross proceeds from the Distribution
of $500 million, consisting of a cash dividend paid by Lands' End
prior to the Distribution to a subsidiary of Holdings.  The
proceeds of the dividend were used to reduce borrowings under
Holdings' domestic revolving credit facility.


                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94 percent stake in Sears Canada and an 80.1 percent stake in
Orchard Supply Hardware.  Key proprietary brands include Kenmore,
Craftsman and DieHard, and a broad apparel offering, including
such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer,
as well as the Apostrophe and Covington brands.  It also has the
Country Living collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

Sears Holdings reported a net loss of $1.36 billion on $36.18
billion of merchandise sales and services in 2013 as compared with
a net loss of $930 million on $39.85 billion of merchandise sales
and revenues in 2012.  The Company incurred a net loss of $3.14
billion in 2011.  As of Feb.1, 2013, the Company had $18.26
billion in total assets, $16.07 billion in total liabilities and
$2.18 billion in total equity.

                           Junk Rating

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to Caa1 from B3.  The rating
outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."


SIRIUS XM: Moody's Affirms 'Ba3' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service upgraded Sirius XM Radio Inc.'s 5.25%
senior notes due 2022 to Baa3 from B1 reflecting the addition of
security to the notes with a pledge of substantially all assets of
the company and its subsidiaries as indicated in the company's
announcement earlier today. Moody's now ranks the 5.25% senior
secured notes due 2022 in line with the $1.2 billion senior
secured revolver (unrated) and ahead of the other senior notes
which remain unsecured. All other ratings were affirmed including
the company's Ba3 Corporate Family Rating (CFR), Ba3-PD
Probability of Default Rating as well as B1 instrument ratings on
the senior notes. The SGL-1 Speculative Grade Liquidity (SGL)
Rating was also affirmed and the rating outlook remains stable.

Upgraded:

Issuer: Sirius XM Radio Inc.

  5.25% Sr Secured Notes due 2022 ($400 million outstanding):
  Upgraded to Baa3, LGD2 -- 12% from B1, LGD4 -- 60%

Affirmed:

Issuer: Sirius XM Radio Inc.

  Corporate Family Rating: Affirmed Ba3

  Probability of Default Rating: Affirmed Ba3-PD

  Speculative Grade Liquidity Rating: Affirmed SGL -- 1

  4.25% sr notes due 2020 ($500 million outstanding): Affirmed
  B1, LGD4 -- 68% (from LGD4 -- 60%)

  5.875% sr notes due 2020 ($650 million outstanding): Affirmed
  B1, LGD4 -- 68% (from LGD4 -- 60%)

  5.75% sr notes due 2021 ($600 million outstanding): Affirmed
  B1, LGD4 -- 68% (from LGD4 -- 60%)

  4.625% sr notes due 2023 ($500 million outstanding): Affirmed
  B1, LGD4 -- 68% (from LGD4 -- 60%)

Outlook:

Issuer: Sirius XM Radio Inc.

Outlook is Stable

Ratings Rationale

Sirius has been positioning itself for enhanced financial
flexibility over the past 18 months. Notes issued since
the beginning of 2013 totaling $2.25 billion are covenant-lite
with no limitations on restricted payments nor debt issuances. In
contrast, the 5.25% notes issued in 2012 came with a 3.50x
leverage ratio incurrence test for restricted payments (other than
what is allowed under its builder basket and general carve out)
and a 6.0x leverage ratio test for additional indebtedness.
Moody's expects these financial tests will no longer be applicable
as permitted under the 5.25% note indenture upon the notes being
rated investment grade by at least two rating agencies.
Separately, the $1.25 billion credit agreement limits total
leverage to 5.0x (as defined), but Sirius formed a new holding
company in November 2013 creating the potential for raising
additional debt. Sirius' Ba3 corporate family rating reflects
moderate leverage (3.4x debt-to-EBITDA as of December 31, 2013,
including Moody's standard adjustments) and expectations for free
cash flow of more than $950 million over the next 12 months.
Despite the increase in debt-to-EBITDA from 2.8x as of March 31,
2013, leverage ratios along with other credit metrics remain
within its Ba3 rating. Since the beginning of 2013, the company
increased funded debt balances by $1.1 billion and repurchased
roughly $1.8 billion of common stock on the open market under its
$4 billion common share repurchase program. Moody's believes that,
despite the potential for higher debt balances to fund
distributions, financial metrics will remain within the Ba3
rating, due in part to revenue and EBITDA growth largely from an
increase in the company's self-pay subscriber base supported by
sustained deliveries of light vehicles in the U.S. over the next
12 months as well as from the addition of subscribers in the used
car segment. Liquidity is strong with more than $100 million of
cash balance, good availability under the $1.25 billion revolving
credit facility, and no significant debt maturities until 2017.

The stable outlook reflects Moody's view that Sirius will increase
its self-pay subscriber base reflecting sustained demand for new
vehicles in the U.S. and growing availability of satellite radio
in used cars, resulting in higher revenue and EBITDA over the next
12 months. The outlook incorporates Sirius maintaining good
liquidity, even during periods of satellite construction, the
potential for leverage to increase above current levels consistent
with management's leverage target of more than 4.0x (as reported),
and the likelihood of share repurchases or additional dividends
being funded from revolver advances, new debt issuances, or free
cash flow. The outlook does not incorporate leveraging
transactions or a level of shareholder distributions that would
negatively impact liquidity or sustain debt-to-EBITDA ratios above
4.25x (including Moody's standard adjustments).

Ratings could be downgraded if Moody's expects debt-to-EBITDA
ratios will be sustained above 4.25x (including Moody's standard
adjustments) or if free cash flow generation falls below targeted
levels as a result of subscriber losses due to a potentially weak
economy or migration to competing media services or due to
functional problems with satellite operations. A weakening of
Sirius' liquidity position below expected levels as a result of
dividends, share repurchases, capital spending, or additional
acquisitions could also lead to a downgrade. Ratings could be
upgraded if management demonstrates a commitment to balance debt
holder returns with those of its shareholders. We would also need
assurances that the company will operate in a financially prudent
manner consistent with a higher rating including sustaining debt-
to-EBITDA ratios below 3.25x (including Moody's standard
adjustments) and free cash flow-to-debt ratios above 12% even
during most periods of satellite construction.

Sirius XM Holdings Inc., headquartered in New York, NY, provides
satellite radio services in the United States and Canada. The
company creates and broadcasts commercial-free music; premier
sports talk and live events; comedy; news; exclusive talk and
entertainment; and comprehensive Latin music, sports and talk
programming. SiriusXM services are available in vehicles from
every major car company in the U.S., and programming is also
available online as well as through applications for smartphones
and other connected devices. The company holds a 38% interest in
SiriusXM Canada which has more than 2 million subscribers. Sirius
is publicly traded and a controlled company of Liberty Media
Corporation which owns just over 50% of common shares . Sirius
reported 25.6 million subscribers, including 21.1 million self-pay
subscribers, at the end of December 2013 and generated revenue of
$3.8 billion for the trailing 12 months ended
Dec. 31, 2013.


SONIA & BROTHERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sonia & Brothers Inc.
        35000 Curtis Blvd.
        Eastlake, OH 44095

Case No.: 14-12335

Chapter 11 Petition Date: April 11, 2014

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Hon. Jessica E. Price Smith

Debtor's Counsel: Jonathan P Blakely, Esq.
                  JONATHAN P. BLAKELY, ESQ.
                  P.O. Box 217
                  Middlefield, OH 44062
                  Tel: (440) 339-1201
                  Fax: (440) 632-9091
                  E-mail: jblakelylaw@windstream.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Rehan Mazhar, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ohnb14-12335.pdf


SORENSON COMMS: Hires Wiltshire & Grannis as Special Counsel
------------------------------------------------------------
Sorenson Communications, Inc., et al. ask the U.S. Bankruptcy
Court to employ Wiltshire & Grannis LLP as special regulatory
counsel.

John T. Nakahata, a partner at W&G, attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The firm will, among other things, provide these services:

(a) represent and advise the Debtors, their counsel, and their
    respective boards of directors in all aspects of FCC
    regulatory matters; and

(b) provide additional services as the Debtors may reasonably
    request from time to time that are consistent with the
    foregoing.

The firm's rates are:

          Billing Category           Range
          ----------------           -----
           Partners                  $400-$800
           Counsel                 $400-$600
           Associates              $220-$390
           Paraprofessionals       $125-$145

                  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.


SPANISH BROADCASTING: A. Tomasello Holds 9.5% of Class A Shares
---------------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Antonio Tomasello and his affiliates disclosed that as
of April 7, 2014, they beneficially owned 400,000 shares out of
411,600 aggregate shares collectively owned by all the Reporting
Persons of Class A Class A Common Stock, of Spanish Broadcasting
Systems, Inc., representing 9.599 percent of the aggregate 9.877
percent interest collectively held by the Reporting Persons.  A
copy of the regulatory filing is available for free at:

                        http://is.gd/OFCYfX

                      About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

Spanish Broadcasting reported a net loss available to common
stockholders of $11.21 million in 2012, as compared with net
income available to common stockholders of $13.77 million during
the prior year.  The Company's balance sheet at Sept. 30, 2013,
showed $473.79 million in total assets, $435.94 million in total
liabilities, $92.34 million in cumulative exchangeable redeemable
preferred stock and a $54.50 million total stockholders' deficit.

                        Bankruptcy Warning

"We have experienced a decline in the level of business activity
of our advertisers, which has, and could continue to have, an
adverse effect on our revenues and profit margins.  In addition,
some of our advertisers and clients could experience serious cash
flow problems due to the slow economic recovery.  As a result,
they may attempt to renegotiate or cancel orders with us or alter
payment terms.  Our advertisers may be forced to reduce their
production, shut down their operations or file for bankruptcy
protection, which could have a material adverse effect on our
business.  Any further deterioration in the U.S. economy, any
worsening of conditions in the credit markets, or even the fear of
such a development, could intensify the adverse effects of these
difficult market conditions on our results of operations," the
Company said in its annual report for the year ended Dec. 31,
2012.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  "The rating action reflects
S&P's expectation that, despite very high leverage, SBS will have
adequate liquidity over the intermediate term to meet debt
maturities, potential swap settlements, and operating needs until
its term loan matures on June 11, 2012," said Standard & Poor's
credit analyst Michael Altberg.

As reported by the TCR on Dec. 4, 2012, Standard & Poor's Ratings
Services revised its rating outlook on Miami, Fla.-based Spanish
Broadcasting System Inc. (SBS) to negative from stable.  "We also
affirmed our existing ratings on the company, including the 'B-'
corporate credit rating," S&P said.


SRKO FAMILY: Objections to Plan Support Agreement Filed
-------------------------------------------------------
Parties-in-interest in the Chapter 11 case of The SRKO Family
Limited Partnership filed objections on March 31, 2014, to the
approval of the Plan Support Agreements.

N.A. Rieger, in his limited objection, said he was a funding
source for substantial capital infusions to Jannie Richardson for
the SRKO project.  Given that it is proposed that the superior
administrative claims of Lindquist and Vannum LLP and C. Randell
Lewis for trustee fees, are split 50/50 each between the two
estate and given that without Mr. Rieger's initial and continuing
substantial financing via Jannie Richardson the SRKO project would
not have proceeds as far as it did, Mr. Riger wants a more
equitable split for the general unsecured creditors as 56 percent
to SRKO and 44 percent to Jannie Richardson.

Da Nam Ko, in her capacity as trustee of the Allen Richardson
Dynasty Trust, the Jessica Stinson Dynasty Trust, and the Jeffrey
Stinson Dynasty Trust and Spring Water Development, LLC, through
counsel, Sender Wasserman Wadsworth, P.C., objected to the Plan
Support Motion as it request pre-approval of certain provisions
essential to a contemplated future plan of reorganization.  Sender
Wasserman said that for the Plan Support Agreements to move
forward, the Debtor must commit to a payment of $160,000 as a
potential break-up fee.  Also, the Plan Support Motion does not
provide a construction budget or sufficient information to
disclose whether the Plan Support Agreements support a feasible
solution.  Such information must be provided prior to the estate's
committing material resources toward the Plan Support Agreements.

Drake-Williams Steel, Inc., Olson Plumbing & Heating Co., and
Windsor Concrete, Inc., in their objection, stated that the Motion
related to proposed funding by ITG Taxable Fund LLLP.  The Motion
contemplates that the entire Colorado Crossing project will become
titled in the name of SRKO Family Limited Partnership or its
bankruptcy estate.  The proposed financing seeks to pay interest
for a minimum of one year, whether or not principal is repaid or
becomes capable of being of repaid in less than a year and also
regardless of the amount if any drawn on the standby line.  The
standby line also "earns" 35 basis points per month as a fee,
apparently whether or not drawn on.

ITG's proposed financing, if the motion is granted, also may not
allow "other and better offers" to come forward during the plan
process as readily as a modified motion would, because of the
extent of ITG's proposed powers and the time frames required of
SRKO under the proposed financing that might allow an early
default to be declared by ITG.  The combination of the fees,
loan terms, discretionary powers, and deadlines in the ITG
proposal is unfairly favorable to ITG.

Thomas O. Ashby, Esq., at Baird Holm LLP represented Olson
Plumbing, Windsor Concrete and Drake-Williams.

As reported in the Troubled Company Reporter on March 27, 2014,
the Debtor and the Chapter 11 trustee for Jannie Richardson intend
to pursue reorganization and liquidation simultaneously so that if
for any reason confirmation is denied or the effective date cannot
be achieved because of the failure of any conditions, then SRKO
can liquidate Colorado Crossing through an auction.  The auction
process will yield, as a byproduct, a market check for what is
available in liquidation.

SRKO is asking the bankruptcy court to approve its plan support
agreements, the use of property pursuant to 11 U.S.C. Sec.
363, and the break-up fee contained therein.

The Court, according to a docket entry, has scheduled preliminary
and tentative settings for future hearings on the Motion.  A
hearing is scheduled for (i) April 8, (ii) May 22, at 9:00 a.m.,
and (iii) July 2, at 9:00 a.m.

SRKO contemplates a trust, held for the benefit of creditors, to
make distributions called for by the plan and forming a new entity
as a limited liability company, LLC, whose members are the equity
sponsor (who is also the exit lender) and the creditor trust.
Pursuant to a plan of reorganization, as contemplated in the plan
support agreements, all of Colorado Crossing will be transferred
to NEWCO for development and sale and as the vehicle to obtain
repayment for the creditors over time.

In pursuit of reorganization, SRKO seeks approval of a loan letter
of intent and an equity participation letter.

The agreements provide that:

    (a) ITG Taxable Fund LLLP will lend NEWCO $5 million for the
development of Colorado Crossing and for the payment of what can
loosely be called administrative and priority claims, including
priority secured claims.  In addition, it will make available a
standby line of credit for up to $1 million.  Certain of the terms
and conditions of the loan are still to be negotiated.

    (b) The Creditor Trust will sell ITG 20% of the membership
interests in NEWCO for $3 million cash.  Certain of the terms and
conditions of such sale are still to be negotiated.

    (c) NEWCO will develop Colorado Crossing and distribute the
proceeds in accordance with its plan of reorganization which will
be consistent with the plan support agreements.

It is anticipated that approximately $1.5 million of the total
funding will go to the NEWCO operating budget and interest reserve
for the development of Colorado Crossing.  The remaining $5.5
million ($3 million equity plus $2.5 million to $2.9 million net
loan proceeds) will be used to pay administrative expenses,
priority claims and senior secured claims.  Those claims, in
total, exceed $5.5 million.  It is anticipated that during the
plan confirmation process, agreements will be reached with the
holders of those claims for either reduced or extended payments,
or both, such that the funding available will make any performance
of any plan and development of the property feasible.

To support and assist in the development of such a plan, and to
enter into the plan support agreements, ITG requires that it
receive a break-up fee equal to $160,000.  The break-up fee would
be payable upon:

    (1) the Debtor selecting a different funding source for its
plan,

    (2) the confirmation of a plan of reorganization with a
competing third party which plan's terms do not include ITG's plan
support agreements,

    (3) an alternative transaction resulting in a deposition of
Colorado Crossing, including, but not limited to, a sale of the
assets at auction, or

    (4) the parties having reached agreement on all of the
underlying agreements and ITG being in full compliance with such
agreements and has not withheld its consent as to any item within
its discretion, but SRKO or NEWCO, as applicable, breaches the
same, including if the plan of reorganization contemplated by the
plan support agreements is not confirmed or there are material
adverse changes in the development assumptions and projections
previously provided to ITG.

SRKO has filed a separate motion for orders (a) to employ NRC
Realty & Capital Advisors, LLC, as exclusive real estate agent to
conduct an auction of Colorado Crossing, and (b) authorizing an
auction to solicit bids for the Debtor's real estate holdings.

                   About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  SRKO Family is the owner of
the financially troubled Colorado Crossing project.  The Company
was run by Colorado Springs developer Jannie Richardson.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-13186) on Feb. 19, 2010.  The Debtor disclosed
$34,421,448 in assets and $80,619,854 in liabilities as of the
Petition Date.  Lee M. Kutner at Kutner Miller Brinen, P.C.
represents the Debtor.

On March 25, 2010, Jannie Richardson filed a Chapter 11 petition
in the Court commencing the Richardson bankruptcy case.  C. Randel
Lewis was appointed as the Chapter 11 trustee in the Richardson
case on Jan. 28, 2011.

On March 11, 2011, the Bankruptcy Court entered an order approving
a stipulation pursuant to which the Chapter 11 trustee in the
affiliated Richardson Chapter 11 case was named as the manager of
the Debtor's general partner.  Craig A. Christensen, Esq., at
Lindquist & Vennum LLP, represents C. Randel Lewis, the Chapter 11
trustee of the Jannie Richardson bankruptcy estate.


SRKO FAMILY: Reiger Withdraws Objection to Settlement Deal
----------------------------------------------------------
N.A. Reiger, through counsel, R. Scott Schofield, Esq., has
withdrawn his limited objection to the motion filed by C. Randel
Lewis, Chapter 11 trustee for the Jannie Richardson bankruptcy
estate, and The SRKO Family Limited Partnership, for approval of
settlement agreement and mutual release dated March 7, 2014.

Mr. Schofield said he has discussed the objection with the
estate's attorney and has read the statements and settlement, and
Mr. Rieger believed that contesting the so-called
65/35/SRKO/Richardson division of unsecured proceeds will unduly
delay the developed overall workout proposals.

Pursuant to the agreement, the trustee is authorized without
further court order to negotiate and conclude an agreement with
SRKO for a release of liens and deferred payment of the Richardson
estate loan.  Upon reaching any agreement, the parties will file
with the Court.

In a separate filing, Da Nam Ko, in her capacity as trustee of the
Allen Richardson Dynasty Trust, the Jessica Stinson Dynasty Trust,
and the Jeffrey Stinson Dynasty Trust and Spring Water
Development, LLC, through counsel, Sender Wasserman Wadsworth,
P.C., objected to the motion for approval of settlement agreement
and mutual release, stating these grounds:

   a) an irreconcilable conflict of interest exists where Mr.
Lewis serves as both the Richardson Bankruptcy Trustee and the
manager of SRKO;

   b) the terms of the settlement agreement are not sufficiently
detailed to adequately disclose the economic impact of the
settlement on each bankruptcy estate nor why the proposed trustee
fee is reasonable; and

   c) the settlement motion and settlement agreement constitute a
sub rosa plan and an attempt to circumvent the disclosure
requirements of the Bankruptcy Code.

                   About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  SRKO Family is the owner of
the financially troubled Colorado Crossing project.  The Company
was run by Colorado Springs developer Jannie Richardson.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-13186) on Feb. 19, 2010.  The Debtor disclosed
$34,421,448 in assets and $80,619,854 in liabilities as of the
Petition Date.  Lee M. Kutner at Kutner Miller Brinen, P.C.
represents the Debtor.

On March 25, 2010, Jannie Richardson filed a Chapter 11 petition
in the Court commencing the Richardson bankruptcy case.  C. Randel
Lewis was appointed as the Chapter 11 trustee in the Richardson
case on Jan. 28, 2011.

On March 11, 2011, the Bankruptcy Court entered an order approving
a stipulation pursuant to which the Chapter 11 trustee in the
affiliated Richardson Chapter 11 case was named as the manager of
the Debtor's general partner.  Craig A. Christensen, Esq., at
Lindquist & Vennum LLP, represents C. Randel Lewis, the Chapter 11
trustee of the Jannie Richardson bankruptcy estate.


STERLING BLUFF: April 29 Hearing on $250,000 SBI Financing
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Georgia
will convene a hearing on April 29, 2014, ay 12:00 p.m., to
consider Sterling Bluff Investors, LLC's motion for authorization
to obtain financing on a revolving credit basis, of up to $250,000
from lender SBI Loan, LLC.

The Debtor will use the loan to facilitate the reorganization
efforts.  The Debtor has been able to obtain the needed financing
by offering the proposed lender an administrative expense claim.

The loan will have an interest rate prime plus 1 percent per
annum; will mature on the earlier of (i) the effective date of any
confirmed plan of reorganization; or (ii) the sale of
substantially all of the Debtor's assets, unless sooner
terminated.

                About Sterling Bluff Investors, LLC

Sterling Bluff Investors, LLC, a Georgia limited liability company
formed for the purpose of acquiring and owning lots in a
subdivision known as the Ford Plantation, Bryan County, Georgia,
and also certain club memberships in the Ford Plantation Club,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Ga. Case No. 14-40200) in Savannah, Georgia, on Feb. 3, 2014.

The Debtor's counsel is Austin E. Carter, Esq., at Stone & Baxter,
LLP, in Macon, Georgia.

The Debtor estimated assets and debt of $10 million to $50
million.  The petition was signed by Michael Greene, manager.

The U.S. Trustee has not appointed an official committee of
unsecured creditors.  The U.S. Trustee reserves the right to
appoint such a committee should interest developed among the
creditors.


STEWARD HEALTH: Moody's Affirms 'B3' CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service changed the rating outlook for Steward
Health Care System LLC to stable from positive. Moody's also
affirmed Steward's existing ratings, including the company's B3
Corporate Family Rating and B3-PD Probability of Default Rating.

The change in the rating outlook to stable reflects Moody's
expectation that improvements in Steward's operating results will
take longer to realize than the rating agency originally expected
given the challenging operating environment. Moody's anticipates
that Steward will continue to operate with very high leverage and
limited ability to repay debt through free cash flow due to
continued weak volume trends and increased restructuring efforts.
The slower pace of improvements in operating results will also
make compliance with the financial covenants included in the
company's term loan less certain over the next 12 to 18 months.

Ratings affirmed/LGD assessments revised:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

Senior secured term loan at B2 (LGD 3, 37%) from B2 (LGD 3, 34%)

Ratings Rationale

Steward's B3 Corporate Family Rating reflects Moody's expectation
that the company will continue to operate with considerable
adjusted financial leverage. Additionally, the company has a
limited track record of operating profitably or generating
positive free cash flow. Moody's anticipates that the company will
have to continue to undergo significant restructuring efforts in
order to improve margins and contend with weak volume trends and a
very competitive market. Finally, the rating reflects the benefit
of the significant presence Steward has in its eastern
Massachusetts market but also the risk of having all of its
operations in one state.

The stable rating outlook reflects Moody's expectation that
leverage will decline modestly in the near term through
improvements in EBITDA. However, a challenging operating
environment and limited free cash flow will likely prolong a
meaningful improvement in credit metrics. The slow pace of
improvement has increased the risk that Steward may not be able to
remain in compliance with financial covenants that become
increasingly restrictive over the next 12 to 18 months.

Given Moody's expectation of a very slow pace of improvement in
credit metrics, it does not expect an upgrade of Steward's rating
in the near term. However, the rating could be upgraded if Moody's
expects that operational improvements will result in sustained
debt to EBITDA of around 5.0 times. Additionally, Moody's would
have to see evidence that the company will be able to achieve and
sustain positive free cash flow, decrease reliance on its
revolving credit facility, and increase the amount of headroom
available to absorb setbacks while maintaining compliance with
covenant requirements.

Moody's could downgrade the rating if liquidity weakens either
through an inability to generate positive free cash flow or if
Steward has limited availability under its revolver. Increased
uncertainty around the ability to comply with financial covenant
requirements could also result in a downgrade of the ratings.
Additionally, a significant debt financed acquisition or
shareholder initiative could result in a downgrade. For example,
if Moody's expects adjusted leverage to be sustained above 6.0
times, the rating could be downgraded.

Headquartered in Boston, MA, Steward Health Care System LLC is a
fully integrated community care organization and community
hospital network in New England. As of December 31, 2013, the
system's subsidiaries and affiliates owned and operated 10 acute
care hospitals and one long term acute care hospital. For the year
ended December 31, 2013, Steward recognized approximately $2.1
billion of revenue after considering the provision for bad debt.


SUNTECH POWER: Has Cooperation Agreement With Wuxi Suntech
----------------------------------------------------------
Suntech Power Holdings Co., Ltd. on April 10 said it is aware of
the Hong Kong Stock Exchange announcement made by Shunfeng
Photovoltaic International Ltd. that the conditions precedent to
the purported acquisition of 100% of the equity interests of Wuxi
Suntech pursuant to the terms and conditions under the
restructuring plan of Wuxi Suntech as approved by the Wuxi
Intermediate People's Court have been fulfilled, and as a result
all of the equity interests of Wuxi Suntech will be transferred to
an affiliate of Shunfeng.

Suntech said none of the directors of Power Solar System Co.,
Ltd., the joint provisional liquidators of Suntech Power appointed
following Suntech Power's application for a provisional
liquidation in the Cayman Islands, its jurisdiction of
incorporation, or the liquidator of PSS, have given their approval
to any transfer or disposal of the shares of Wuxi Suntech.  On
February 10, 2014, the liquidator of PSS and the JPLs of Suntech
Power will continue to focus on an investigation of, among other
things, the purchase of PSS's equity interest in Wuxi Suntech by
Shunfeng and to take all steps as necessary to remedy improper
actions which have caused loss to Suntech Power, PSS, and their
creditors.  No assurances can be given, however, that Suntech
Power retains equity interest in Wuxi Suntech, or the benefits
having an equity interest entail.  Neither Suntech Power nor the
JPLs are currently able to exert management control or authority
over Wuxi Suntech.

Notwithstanding, following negotiations by the JPLs with the
current management at Wuxi Suntech, Suntech Power has entered into
a Cooperation Agreement with Wuxi Suntech which provides a
framework for the following (among other things):

     * Suntech Power licenses to Wuxi Suntech certain product
certificates held by Suntech Power.  It is expected, however, that
Wuxi Suntech will obtain its own product certificates later in
2014 in due course;

     * Suntech Power, including its distribution subsidiaries in
the United States and Europe, will act as intermediaries for the
sale of products manufactured by Wuxi Suntech, facilitating Wuxi
Suntech entering into sales contracts with such customers.  For a
period of one year, Suntech Power would earn a commission from
Wuxi Suntech in connection with any such sale;

     * For a period of one year, Suntech Power, including its
customer support representatives at its subsidiaries in the United
States and Europe, would provide after-sales service for Wuxi
Suntech manufactured products which have been sold; and

     * Wuxi Suntech would support the restructuring of Suntech
Power International, Ltd., the principal operating subsidiary of
Suntech Power in Europe which is currently engaged in a
restructuring proceeding under Swiss law.

                           About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd., produces solar
products for residential, commercial, industrial, and utility
applications.  Suntech has delivered more than 25,000,000
photovoltaic panels to over a thousand customers in more than 80
countries.

Suntech Power Holdings Co., Ltd., received from the trustee of its
3 percent Convertible Notes a notice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  That event of default has also triggered cross-defaults
under Suntech's other outstanding debt, including its loans from
International Finance Corporation and Chinese domestic lenders.

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are
represented by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP,
in White Plains, New York.

Suntech Power on Jan. 31, 2014, disclosed that it has signed a
Restructuring Support Agreement relating to the petition for
involuntary bankruptcy filed against it under chapter 7 of the
U.S. Bankruptcy Code.  Under the RSA, the parties agreed that
chapter 7 proceedings will be dismissed following recognition of
the provisional liquidation proceeding previously filed by the
Company in the Cayman Islands under chapter 15 of the U.S.
Bankruptcy Code.

In February 2014, Suntech Power disclosed that the joint
provisional liquidators of the Company appointed by the Grand
Court of the Cayman Islands to oversee the restructuring of the
Company have commenced a Chapter 15 proceeding under the U.S.
Bankruptcy Code in a federal court in the Southern District of New
York.  Under such a proceeding, the Company is seeking to have
recognized in the United States the Company's overseas provisional
liquidation which has previously been granted in the Cayman
Islands.


TAILORED HOMES: Case Summary & 5 Unsecured Creditors
----------------------------------------------------
Debtor: Tailored Homes LLC
        6648 Conch Ct
        Boynton Beach, FL 33437

Case No.: 14-18380

Chapter 11 Petition Date: April 11, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Hon. Paul G Hyman Jr.

Debtor's Counsel: Aaron A Wernick, Esq.
                  FURR & COHEN
                  2255 Glades Rd # 337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532
                  E-mail: awernick@furrcohen.com

Total Assets: $1.41 million

Total Liabilities: $1.42 million

The petition was signed by Lloyd L. Taylor, authorized individual.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb14-18380.pdf


THERAPEUTICSMD INC: Releases Copy of Presentation Materials
-----------------------------------------------------------
TherapeuticsMD, Inc., furnished the U.S. Securities and Exchange
Commission a copy of textual information from a PowerPoint
presentation to be given at meetings with institutional investors
or analysts, a copy of which is available for free at:

                         http://is.gd/CfUSyr

                        About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.

The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $68.47 million in total assets, $6.39
million in total liabilities and $62.08 million in total
stockholders' equity.


TORESON INDUSTRIES: Case Summary & 6 Unsecured Creditors
--------------------------------------------------------
Debtor: Toreson Industries, Inc.
        HCR 61 BOX 51
        Alamo, NV 89001

Case No.: 14-12481

Chapter 11 Petition Date: April 10, 2014

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. August B. Landis

Debtor's Counsel: Steven L. Yarmy, Esq.
                  STEVEN L. YARMY - ATTORNEY AT LAW
                  2595 S. Torrey Pines Drive
                  Las Vegas, NV 89146
                  Tel: (702) 586-3513
                  Fax: (702) 586-3690
                  E-mail: sly@stevenyarmylaw.com

Total Assets: $7 million

Total Liabilities: $1.37 million

The petition was signed by James S. Toreson, president.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb14-12481.pdf


TOUCHPOINT METRICS: Reports $715K Net Loss in 2013
--------------------------------------------------
Touchpoint Metrics, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $715,656 on $940,315 of total revenue for the year
ended Dec. 31, 2013, compared with a net loss of $306,948 on
$900,132 of total revenue in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $1.03 million
in total assets, $277,138 in total liabilities, and stockholders'
equity of $756,860.

"For the year ended December 31, 2013, the Company had a net loss
of $715,656.  In addition, the Company had a net loss of $306,948
for the year ended December 31, 2012.  These circumstances result
in substantial doubt as to the Company's ability to continue as a
going concern.  The Company's ability to continue as a going
concern is dependent upon the Company's ability to generate
sufficient revenues to operate profitably or raise additional
capital through debt financing and/or through sales of common
stock," the Company said in the regulatory filing.

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

                       http://is.gd/ehTxFc

San Francisco, Calif.-based Touchpoint Metrics, Inc., is engaged
in the business of developing and delivering technology-enabled
products and services that improve customer experience management
capabilities for corporations.


TOYS R US: Bank Debt Trades at 10% Off
--------------------------------------
Participations in a syndicated loan under which Toys R Us is a
borrower traded in the secondary market at 88.45 cents-on-the-
dollar during the week ended Friday, April 11, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 1.95
percentage points from the previous week, The Journal relates.
Toys R Us pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Aug. 17, 2016 and carries
Moody's B2 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Toys "R" Us, Inc., headquartered in Wayne, New Jersey, is the
world's largest dedicated toy retailer, with annual revenues of
around $11 billion.


TROPICANA ENTERTAINMENT: Moody's Hikes Corp. Family Rating to B1
----------------------------------------------------------------
Moody's Investors Service upgraded Tropicana Entertainment Inc.'s
Corporate Family Rating to B1 and its Probability of Default
Rating to B1-PD. Moody's also upgraded the company's senior
secured bank credit facility to B1. This concludes Moody's review
for upgrade that commenced on November 18, 2013. The rating
outlook is stable.

Ratings upgraded:

  Corporate Family Rating, upgraded to B1 from B2

  Probability of Default rating, upgraded to B1-PD from B2-PD

  $300 million senior secured term loan due 2020 at B1 from B2

  $15 million senior secured revolver due 2018 at B1 from B2

Ratings Rationale

The upgrade reflects the closing of the acquisition of Lumiere
Place Casino, HoteLumiere, and the Four Seasons Hotel St. Louis
for an all-cash purchase price of $263.3 million on April 1, 2014
and operating results for the year ended December 31, 2013 that
met Moody's expectations. The acquisition of Lumiere increases the
Tropicana's scale (revenues will grow about 30%) and reduces the
company's exposure to the declining Atlantic City market.
Additionally, Moody's believes the St. Louis gaming market has
better growth prospects than Tropicana's other regional markets.
Moody's estimates Tropicana's exposure to the challenged Atlantic
City market will drop to about 32% of revenues from 43% as a
result of the acquisition. As expected, Tropicana used a portion
of its large cash balance to finance about 50% of the purchase
price which resulted in pro-forma lease-adjusted debt/EBITDA of
about 3.2 times as of December 31, 2013 - a slight increase from
3.0 times for the prior year. Additionally, adjusted
EBITDA/interest is strong (about 6.7 times) as a reduction in
interest margin offsets higher debt balances.

The stable rating outlook reflects the company's reduced exposure
to the weak Atlantic City market and its positive free cash flow
that will enable the company to absorb some earnings pressures
across regional gaming markets due to sluggish demand.

Tropicana's ratings could be upgraded if negative gaming revenue
trends in Atlantic City stabilize, gaming revenues in the
company's the other markets begin to rise, liquidity remains good,
and it appears likely debt/EBITDA can be sustained at or below
2.75 times.

Ratings could be lowered if gaming revenues across the company's
markets decline thereby pressuring Tropicana's already thin
operating margins or if debt/EBITDA rises above 3.5 times.

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

Tropicana Entertainment, Inc. is an owner and operator of regional
casino and entertainment properties including three casinos in
Nevada, and one casino in each of the following jurisdictions:
Mississippi, Indiana, Louisiana, New Jersey, Missouri, and Aruba.
Tropicana is majority owned by Icahn Enterprises LP. The company
generated approximately $558 million in net revenues for the last
twelve months ended December 31, 2013.


TWCC HOLDING: Business Agreement No Impact on Moody's 'B1' CFR
--------------------------------------------------------------
Moody's Investors Service said that TWCC Holding Corp.'s (d/b/a
The Weather Channel Companies -"TWCC") agreement with DIRECTV
Holdings LLC ("DIRECTV" - Baa2 senior unsecured, stable outlook)
to reinstate The Weather Channel on DIRECTV and end the three
month long high profile battle over carriage fees, is a credit
positive development but will not impact TWCC's B1 Corporate
Family rating (CFR) or Stable outlook as continuing its
relationship with DIRECTV was built into forecasts supporting the
ratings. In yet another very public dispute between distributors
and content providers, TWCC and DIRECTV had failed to agree on
carriage fees and as a result The Weather Channel had been pulled
from DIRECTV's subscription service in mid-January. On April 8,
2014, DIRECTV announced that both sides had settled on a new
agreement and as part of the deal, The Weather Channel has agreed
to significantly trim reality programming on weekdays and provide
more live weather coverage.

Moody's believe that the deal is credit positive for The Weather
Channel in particular, as it ensures stability and predictability
of meaningful affiliate fees and advertising revenues from the
second largest pay-TV company in the U.S., which we estimate
accounts for revenues in the mid teens range for the cable network
business and mid single digit range for the company's overall
business. As a result, failure to reach an agreement with DIRECTV
would have created a meaningful hole in the company's future
earnings and cash flows. For TWCC, the credit implication of
losing DIRECTV on a permanent basis, particularly when the company
is already weakly positioned in its rating category, would have
been quite negative as it would severely threaten TWCC's
deleveraging prospects and debt-to-EBITDA would significantly
exceed the current leverage of 7.5x (as of 12/31/2013,
incorporating Moody's standard adjustments), potentially leading
to increased probability of a downgrade. In our view, the new
agreement eliminates this uncertainty and ensures a key source of
earnings continuation for TWCC, at least over the intermediate
term. As we have stated earlier, TWCC's B1 CFR and stable outlook
reflect our expectation that leverage will decline and be
sustained under 6.5x by 2015. Moody's anticipates that the loss of
DIRECTV's carriage in approximately 20 million homes in the first
quarter impacted revenue and EBITDA due to the loss of the
carriage fees and television advertising. However, with
significant weather events in the quarter across much of the US,
we believe viewership and advertising was strong and this strength
mitigated some if not much of the advertising shortfall that would
have occurred had weather patterns been consistent with that of
the first quarter of 2013. We do not believe that the lost
carriage fees from DIRECTV subscribers will be mitigated, and in
our view, could lead to (along with other minor misses) 2014
EBITDA being lower by mid single digits per our current estimates
as compared to our forecasted expectations when we downgraded the
company's CFR to B1 in June of 2013. The shortfall from the loss
of DIRECTV in Q1 would be more significant if not for the fact
that the television network now accounts for only about half of
the company's total revenues. Despite this shortfall, if not made
up elsewhere, we believe that the company can still reduce
leverage to under 6.5x by next year, though it might be later in
the year than previously expected. Moody's cautions that material
deviations from these expectations resulting from aggressive
financial policies or operational set-backs, would likely entail a
revisit of the company's ratings and outlook.

By dropping valuable programming from their line-ups, pay-TV
distributors risk moderate erosion of their subscriber base and
customer dissatisfaction. Accordingly, for DIRECTV, costs of the
new agreement are offset by its benefits. For these reasons, both
parties have resolved their differences and The Weather Channel
will return on channel 362, the same channel position it held
earlier.

Through The Weather Channel, weather.com, Weather Underground,
Intellicast.com, and third-party publishing partners, TWCC Holding
Corp. provides millions of people every day with weather
forecasts, content and data, connecting with them through
television, online, mobile and tablet screens. Through WSI and
Weather Central, the company delivers professional weather
services for the media, aviation, marine and energy sectors. The
company, headquartered in Atlanta, GA, is owned by a consortium
made up of NBCUniversal and the private equity firms The
Blackstone Group and Bain Capital.

DIRECTV Holdings LLC is a wholly-owned, U.S. operating company of
DIRECTV, and is the largest direct-to-home digital television
service provider in the United States with 20.3 million domestic
subscribers and 17.6 million Latin America subscribers (includes
the company's 41% equity method investment in Sky Mexico) as of
12/31/2013.


UPPER VALLEY: April 15 Hearing on Motion to Convert Case
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire
continued until April 15, 2014, at 2:00 p.m., the hearing to
consider a motion to convert the Chapter 11 case of Upper Valley
Commercial Corporation or, in the alternative, authorize the
appointment of Chapter 11 trustee to the case.

As reported in the Troubled Company Reporter on March 19, 2014,
William K. Harrington, the U.S Trustee, stated that the need to
convert or appoint a Chapter 11 Trustee had become apparent
because the case needs a disinterested fiduciary to investigate
and liquidate insider claims and the Debtor's pre-petition
mismanagement.

The U.S. Trustee argued that the case should be converted because
there is no reorganization contemplated for the Debtor.  The
Debtor filed the bankruptcy case to wind down its affairs as a
condition to avoiding the appointment of a state court receiver.
Further, the UST argues that the Debtor in liquidating its estate
has a fiduciary duty to maximize the return on its accounts
receivables and pursue chapter 5 actions if it would benefit the
estate.  However, management is not likely to want to pursue this
type of actions because of their various conflicts of interests.

The U.S. Trustee also argued that sufficient grounds exist to
appoint a Chapter 11 Trustee.  The UST pointed out that the claims
against insiders are a significant portion of the Debtor's assets
and the best interest of the creditors would only be served by the
appointment of a disinterested trustee.  Further, an inherent
conflict of interest exists in the Debtor's officers and directors
pursuing claims against themselves, their businesses, and family
members.  Moreover, because more than half ($5,238,638.06) of the
Debtor's remaining Accounts Receivables consists of money borrowed
from the Debtor by its principals, their family members, and
businesses, the Debtor suffers from material conflicts of
interests which give rise to the presumption that it will not be
able to conduct unbiased investigations and make impartial
decisions in pursuing claims on behalf of the Debtor.

             About Upper Valley Commercial Corporation

Upper Valley Commercial Corporation, which runs a lending business
in the Upper Connecticut Valley of New Hampshire, filed a Chapter
11 petition (Bankr. D. N.H. Case No. 13-13110) in Manchester, New
Hampshire, on Dec. 31, 2013.

Upper Valley Commercial Corporation said it is liquidating its
assets after discovering that some of its investment and lending
activities lacked proper licensing by the State of New Hampshire.
The Debtor will file a liquidating plan as part of an agreement
with the New Hampshire Banking Department.

The Debtor disclosed $12,782,877 in assets and $11,584,281 in
liabilities as of the Chapter 11 filing.

The Debtor is represented by attorneys at The Tamposi Law Group,
led by Peter N. Tamposi, Esq., in Nashua, New Hampshire.

The Debtor disclosed $12,782,877 in assets and $11,584,281 in
liabilities as of the Chapter 11 filing.

William K. Harrington, the U.S. Trustee, on Feb. 24 appointed
three members to the official committee of unsecured creditors.
Bernstein, Shur, Sawyer & Nelson, P.A., serves as its counsel.


UPPER VALLEY: April 15 Hearing on Adequacy of Plan Outline
----------------------------------------------------------
The Bankruptcy Court for the District of New Hampshire continued
until April 15, 2014, at 2:00 p.m., the hearing to consider the
adequacy of information in the Disclosure Statement explaining
Upper Valley Commercial Corporation's Plan of Reorganization dated
Feb. 21, 2014.

According to the Disclosure Statement, the funds necessary for the
Debtor to execute and implement the Plan will come from collection
of accounts receivable.

Under the Plan, the Debtor proposes this treatment of claims:

   Class One. The Allowed Pink Card Claims and Term Note Claims
owed by the Debtor to non-Insider creditors will be repaid by the
Debtor over a period of approximately 36 months, without interest.
The Debtor will make quarterly payments on Allowed Class One
Claims in the amount of 80% of its Quarterly Available Cash.

   Class Two. The Allowed Pink Card Claims and Term Note Claims
owed by the Debtor to Insider creditors will be repaid by the
Debtor over a period of approximately 36 months, without interest.
The Debtor will make quarterly payments on Allowed Class Two
Claims in the amount of 20% of its Quarterly Available Cash until
Class One Claims are paid in full at which point Class Two Claims
will receive 100% of the available cash until Class Two Claims are
paid in full.

   Class Three. The Allowed Pink Card Claims and Term Note Claims
owed by the Debtor to Insider creditors will be repaid outside of
the bankruptcy plan once the holders of Allowed Class One Claims,
Allowed Class Two Claims and Allowed Class Four Claims are paid in
full.

   Class Four. Class Four Claims will be paid in full, without
interest.  The Claims will be subordinated to the claims of
holders of Allowed Class One Claims and Allowed Class Two Claims,
and payments to the holder of Allowed Class Four will commence
once the holders of Allowed Class One and Class Two claims are
paid in full.

   Class Five. Holders of interests in Class Five Interests will
retain their current equity interest by being issued stock in the
Reorganized Debtor.  Because Classes One through Four will receive
on account of their Claims payment of a value, as of the effective
date of the plan, equal to the amount of their Allowed Claims.

   Class Six. The holder of Allowed Convenience Class will be paid
in full on the Effective Date, without interest.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/UPPERVALLEY_97_debtor_ds.pdf

             About Upper Valley Commercial Corporation

Upper Valley Commercial Corporation, which runs a lending business
in the Upper Connecticut Valley of New Hampshire, filed a Chapter
11 petition (Bankr. D. N.H. Case No. 13-13110) in Manchester, New
Hampshire, on Dec. 31, 2013.

Upper Valley Commercial Corporation said it is liquidating its
assets after discovering that some of its investment and lending
activities lacked proper licensing by the State of New Hampshire.
The Debtor will file a liquidating plan as part of an agreement
with the New Hampshire Banking Department.

The Debtor disclosed $12,782,877 in assets and $11,584,281 in
liabilities as of the Chapter 11 filing.

The Debtor is represented by attorneys at The Tamposi Law Group,
led by Peter N. Tamposi, Esq., in Nashua, New Hampshire.

William K. Harrington, the U.S. Trustee, on Feb. 24 appointed
three members to the official committee of unsecured creditors.
Bernstein, Shur, Sawyer & Nelson, P.A., serves as its counsel.


VERITEQ CORP: New Code of Ethics for Senior Officers Approved
-------------------------------------------------------------
Veriteq Corporation's audit committee of its board of directors
approved a new Code of Ethics for senior financial officers
The Company seeks to promote ethical conduct in its financial
management and reporting.

"As a public company, it is essential that the Company's filings
with the Securities and Exchange Commission ("SEC") are accurate,
complete, and understandable.  Senior financial officers hold an
important and elevated role in this process," the Code states.

A copy of the Code of Ethics is available for free at:

                        http://is.gd/gST1PJ

                           About VeriteQ

VeriTeQ, formerly known as Digital Angel Corporation, is a
developer and marketer of innovative RFID technologies for
implantable medical device identification and radiation dosimeters
for use in cancer treatment.

The Company's balance sheet at Sept. 30, 2013, showed $7.72
million in total assets, $13 million in total liabilities and a
$5.27 million total stockholders' deficit.

"We are in the development stage, have incurred operating losses
since our inception and we have a working capital deficit of
approximately $2.7 million as of September 30, 2013.  These
factors raise substantial doubt about our ability to continue as a
going concern," the Company said in its quarterly report for the
period ended Sept. 30, 2013.


VIASYSTEMS INC: Moody's Rates $50MM Secured Add-on Notes 'B1'
-------------------------------------------------------------
Moody's Investors Service rated Viasystems, Inc.'s $50 million
senior secured add-on notes in-line with the company's existing
$550 million senior secured notes, due 2019, at B1. Moody's also
assigned a SGL rating of SGL-3 indicating adequate liquidity. As
part of the rating action, Moody's revised the rating outlook to
negative from stable, and affirmed Viasystems' B2 corporate family
rating ("CFR") and B2-PD probability of default rating.

Ratings Rationale

The change in the outlook reflects Moody's view that Viasystems'
latest debt raise of $50 million additional senior secured notes
increases the company's credit risk, with adjusted pro forma
leverage of about 5x for year-end 2013. Although Moody's believes
the proceeds from the additional senior secured notes will be a
necessary source of liquidity while the company implements ongoing
cost realignment measures and rebuilds its production capacity,
this incremental debt indicates a weakening in the company's
credit metrics that could foreshadow further cash challenges if
the company cannot achieve material revenue growth and cost
reductions in 2014. Also supporting the negative outlook, Moody's
notes the deterioration of Viasystems' adjusted operating margin,
from 6.9% at year-end 2011 to 2.5% at year-end 2013. Moody's
expects extremely modest margin expansion by the end of 2014 to
about 3% as the company absorbs some production ramping costs.
Moody's also expects the company's adjusted leverage to be about
4.6x by year-end 2014 due to slight expected EBITDA growth. The
negative outlook could be stabilized if the company demonstrates
revenue growth, substantial operating margin improvement to at
least 5%, and produces positive free cash flow to pay down
adjusted leverage to reach 4x.

The B1 rating assigned to the $600 million senior secured notes is
based on the probability of default of the company, which is B2-
PD, as well as the loss given default of the debt instrument,
which is LGD-3 (42%).The rating is driven by the senior secured
notes' pari passu position (secured by all domestic assets)
relative to the senior secured ABL revolver, and supported by
trade payables which occupy a relatively junior position. Moody's
notes that if the company raises additional senior secured debt,
the ratings on the senior secured debt will be under downward
pressure.

Ratings affirmed/ ratings assigned / outlook revised:

  Rating Outlook revised to Negative from Stable

  SGL assigned at SGL-3

  Senior Secured Notes rating assigned at B1 (LGD-3 42%)

  Senior Secured Notes rating affirmed at B1 (LGD-3 42%)

  CFR affirmed at B2

  PDR affirmed at B2-PD

What Could Change the Rating -- UP

As the company works to stabilize its cost structure, an upgrade
is unlikely in the near term. Ratings could be upgraded as a
result of significant revenue and EBITDA expansion which leads to
significantly reducing leverage below 2.5x. Any upgrade
anticipates improvement in operating margins to above 10% due to
increased contribution from the quick-turn, low volume unit, which
has higher gross margins and lower SG&A. Ratings could also be
raised if better working capital management and future decreased
capital expenditure requirements lead to higher cash flows and
improved free cash flow stability.

What Could Change the Rating -- DOWN

Ratings could be downgraded if Viasystems suffers further revenue
deterioration, pricing pressures, market share loss or operational
missteps. Ratings may also be downgraded if operating margins do
not rebound to historic levels above 6%. Inability to generate
positive free cash flow or to reduce leverage below 4.5x total
adjusted debt to EBITDA will also pressure the rating.

Headquartered in St. Louis, Missouri, Viasystems, Inc. is a
wholly-owned subsidiary of Viasystems Group, Inc. The company is a
provider of complex multi-layer printed circuit boards (PCB) and
electro-mechanical solutions. Revenue for the twelve months ended
December 31, 2013 was $1.2 billion.


W.R. GRACE: Has $7.7MM Settlement With City of Tucson
-----------------------------------------------------
Legal Newsline reported that the City of Tucson, Ariz., will get
$5.5 million in a settlement with W.R. Grace & Co. after a 12 year
legal battle.  Grace & Co. allegedly used asbestos products when
fireproofing several city buildings during construction,
including:

     -- City Hall;
     -- Tucson Convention Center meeting rooms;
     -- Leo Rich Theatre;
     -- Tucson Convention Center Music Hall;
     -- Old Pima Bank Building;
     -- City Hall Annex, which no longer exists; and
     -- Transportation Contract Service Center.

After Grace sought bankruptcy protection, the City of Tucson
sought help from outside counsel in 2002 for representation during
litigations.  The report said Tucson's total settlement amounted
to $7.7 million, but $2.2 million went towards outside attorneys
fees.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).

The Debtors are represented by Adam Paul, Esq., and John Donley,
P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger
Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago,
Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones,
LLP, in Wilmington, Delaware.

The Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

W.R. Grace defeated four appeals from approval of the Plan.  A
fifth appeal was by secured bank lenders claiming the right to
$185 million of interest at the contractual default rate.
Pursuant to a settlement announced in December 2013, lenders are
to receive $129 million in settlement of the claim for additional
interest.


WATERSCAPE RESORT: Court Directs Payment of Pavarini Claim
----------------------------------------------------------
Bankruptcy Judge Stuart M. Bernstein granted the request of
Pavarini McGovern, LLC, to enforce the provisions of the Second
Amended Plan of Reorganization for Waterscape Resort LLC and
compel the payment of its claim.  Waterscape opposed the motion.

Pavarini was retained as general contractor by Waterscape to
construct a building in Manhattan.  It filed a proof of secured
claim in the amount of $10,833,132.59, plus interest, which
corresponded to its filed mechanic's lien.

According to Judge Bernstein, the Escrow Agent is directed to pay
to Pavarini from the Trust Fund Account the sum of $8,093,655.92
plus interest at the annual rate of 15% on the principal balance
of $5,160,130.00 accruing from March 11, 2014 to the date of
payment. If the Trust Fund Account does not have sufficient monies
to satisfy Pavarini's allowed claim, Waterscape is directed to pay
the difference to Pavarini from "the Secured Claim Reserve
Account, new financing, and general funds of the Debtor."

A copy of the Court's April 9, 2014 Memorandum Decision is
available at http://is.gd/U0PZpqfrom Leagle.com.

Counsel to Reorganized Debtor is:

     LAZARUS & LAZARUS, P.C.
     Harlan Mitchell Lazarus, Esq.
     240 Madison Avenue, 8th Floor
     New York, NY 10016

Counsel to Pavarini McGovern, LLC is:

     BARTON LLP
     Eric W. Sleeper, Esq.
     420 Lexington Avenue
     New York, NY 10170

                    About Waterscape Resort

Waterscape Resort LLC, aka Cassa NY Hotel and Residences, filed
for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
11-11593) on April 5, 2011.  Waterscape acquired property
consisting of three contiguous buildings at 66, 68 and 70 West
45th Street in Manhattan, for the sum of $20 million, and
developed the property into a 45-storey condominium project
including a luxury hotel, a restaurant and luxury residential
apartments.  The purchase was financed with a $17 million
acquisition loan and mortgage from U.S. Bank Association.  The
Cassa NY Hotel and Residences features 165 hotel rooms, and above
the hotel units, 57 residences.

Brett D. Goodman, Esq., and Lee William Stremba, Esq., at Troutman
Sanders LLP, represented the Debtor as bankruptcy counsel.
Holland & Knight LLP served as its special litigation counsel.
The Debtor disclosed $214,285,027 in assets and $158,756,481 in
liabilities as of the Chapter 11 filing.

Schiff Hardin LLP served as counsel to a 3-member Official
Committee of Unsecured Creditors.

U.S. Bankruptcy Judge Stuart Bernstein confirmed Waterscape's
reorganization plan in July 2011, which calls for repaying much of
the company's debt with proceeds from the $128 million sale of the
hotel section of the development.  The Plan was filed May 6, 2011.


* Z Capital Closing Fund at $750 Million Distressed Fund
-------------------------------------------------------
Hillary Canada, writing for DBR Small Cap, reported that Z Capital
Partners is wrapping up its latest vehicle at its $750 million
hard cap, said a person familiar with the fundraising effort.

According to the report, some 30 new limited partners came on for
Z Capital Special Situations Fund II LP, which had a $500 million
target, this person said.  Known limited partners in Fund II
include the New Mexico Educational Retirement Board, which signed
on with a $40 million commitment to the fund in July.


* Thought Secure, Pooled Pensions Teeter and Fall
-------------------------------------------------
Mary Williams Walsh, writing for The New York Times' DealBook,
reported that the pensions of millions of Americans are being
threatened because of trouble in a part of the retirement world
long considered so safe that no one gave it a second thought.

According to the report, the pensions belong to people in
multiemployer plans -- big pooled investment funds with many
sponsoring companies and a union. Multiemployer pensions are not
only backed by federal insurance, but they also were thought to be
even more secure than single-company pensions because when one
company in a multiemployer pool failed, the others were required
to pick up its ?orphaned? retirees.

Today, however, the aging of the work force, the decline of
unions, deregulation and two big stock crashes have taken a
grievous toll on multiemployer pensions, which cover 10 million
Americans, the report related.  Dozens of multiemployer plans have
already failed, and some giant ones are teetering -- including,
notably, the Teamsters' Central States pension plan, with more
than 400,000 members.

In February, the Congressional Budget Office projected that the
federal multiemployer insurer would run out of money in seven
years, which would leave retirees in failed plans with nothing.

?Unless Congress acts ? and acts very soon ? many plans will fail,
more than one million people will lose their pensions, and
thousands of small businesses will be handed bills they can't
pay,? said Joshua Gotbaum, executive director of the Pension
Benefit Guaranty Corporation, the federal insurer that pays
benefits to people whose company pension plans fail.


* BOND PRICING: For the Week From April 7 to 11, 2014
-----------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
Alion Science &
  Technology Corp       ALISCI   10.25     74.25       2/1/2015
Allen Systems
  Group Inc             ALLSYS    10.5        54     11/15/2016
Allen Systems
  Group Inc             ALLSYS    10.5        54     11/15/2016
ArcelorMittal USA LLC   MTNA       6.5     99.18      4/15/2014
Brookstone Co Inc       BKST        13    44.938     10/15/2014
Brookstone Co Inc       BKST        13      51.5     10/15/2014
Brookstone Co Inc       BKST        13        46     10/15/2014
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    40.375     12/15/2014
Champion
  Enterprises Inc       CHB       2.75      0.25      11/1/2037
Energy Conversion
  Devices Inc           ENER         3     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU      8.175      9.45      1/30/2037
Energy Future
  Holdings Corp         TXU       5.55     36.79     11/15/2014
FairPoint
  Communications
  Inc/Old               FRP     13.125         1       4/2/2018
Federal Home Loan
  Mortgage Corp         FHLMC      3.3    99.046      7/17/2023
Federal Home Loan
  Mortgage Corp         FHLMC     4.25    99.625     10/15/2029
James River Coal Co     JRCC     7.875     12.75       4/1/2019
James River Coal Co     JRCC        10      13.3       6/1/2018
James River Coal Co     JRCC       4.5       9.5      12/1/2015
James River Coal Co     JRCC        10      12.5       6/1/2018
James River Coal Co     JRCC     3.125     10.65      3/15/2018
John Hancock Life
  Insurance Co          MFCCN     3.28    99.741      4/15/2014
LBI Media Inc           LBIMED     8.5        30       8/1/2017
MF Global
  Holdings Ltd          MF        6.25        47       8/8/2016
MF Global
  Holdings Ltd          MF       1.875    50.063       2/1/2016
MModal Inc              MODL     10.75        24      8/15/2020
MModal Inc              MODL     10.75        26      8/15/2020
Momentive
  Performance
  Materials Inc         MOMENT    11.5        30      12/1/2016
NII Capital Corp        NIHD        10        37      8/15/2016
OnCure Holdings Inc     RTSX     11.75    48.875      5/15/2017
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Pulse Electronics
  Corp                  PULS         7        80     12/15/2014
RF Micro Devices Inc    RFMD         1    99.717      4/15/2014
Residential
  Capital LLC           RESCAP   6.875        32      6/30/2015
Savient
  Pharmaceuticals Inc   SVNT      4.75      0.25       2/1/2018
THQ Inc                 THQI         5      43.5      8/15/2014
TMST Inc                THMR         8        20      5/15/2013
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU         15        23       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25       2.3      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU       10.5         2      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25       3.9      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU         15     21.65       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25     5.875      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU       10.5     2.375      11/1/2016
Thunderbird Resources
  Equity Inc            GMXR         9     1.125       3/2/2018
USEC Inc                USU          3    31.875      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.375     58.25       8/1/2016
Western Express Inc     WSTEXP    12.5        71      4/15/2015
Western Express Inc     WSTEXP    12.5        71      4/15/2015



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $975 for 6 months delivered via
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are $25 each.  For subscription information, contact Peter A.
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                  *** End of Transmission ***